Cisneros Alvarez v. Altamed Health Servs. Corp.

• Decision Date: 04 February 2021
• Docket Number: B305155
• Citation: 274 Cal.Rptr.3d 802,60 Cal.App.5th 572
• Court: California Court of Appeals Court of Appeals
• Parties: Erendira CISNEROS ALVAREZ, Plaintiff and Respondent, v. ALTAMED HEALTH SERVICES CORPORATION et al., Defendants and Appellants.

60 Cal.App.5th 572

274 Cal.Rptr.3d 802

Erendira CISNEROS ALVAREZ, Plaintiff and Respondent,

v.ALTAMED HEALTH SERVICES CORPORATION et al., Defendants and Appellants.

B305155

Court of Appeal, Second District, Division 8, California.

Filed February 4, 2021

As Modified March 4, 2021

Lewis Brisbois Bisgaard & Smith, Raul L. Martinez, John L. Barber, Los Angeles, and Rachel J. Lee for Defendants and Appellants.

Javanmardi Law | Holmquist Law, Peter A. Javanmardi and Marc A. Holmquist for Plaintiff and Respondent.

STRATTON, J.

Respondent Erendira Cisneros Alvarez sued appellants Altamed Health Services Corporation, Altamed Health Services Network, Inc. and Joumana Rechdan (collectively Altamed) on claims related to her employment with Altamed. Altamed appeals from the trial court's order denying its motion to compel arbitration of the claims. Altamed contends the parties had a valid arbitration agreement which was not revocable due to procedural or substantive unconscionability or the failure of Altamed's CEO to sign it. We agree, although we do sever one provision. We find the trial court erred in denying the motion to compel arbitration, order Paragraph 5 authorizing review by a second arbitrator severed, and remand the matter to enter an order granting the motion.

BACKGROUND

On December 8, 2014, Altamed made an offer of employment to respondent. Altamed sent respondent an offer letter the same day. The offer letter reads in part: "It is our sincere hope and belief that our relationship be long and mutually rewarding. In those rare cases when a dispute arises around your employment with Altamed, we believe it is in all of our best interests to resolve it as quickly and fairly as we can. [¶] Therefore, to avoid costly and time consuming litigation, we have adopted an arbitration process that applies as a condition of employment. Please review and then sign the enclosed Arbitration Agreement and return with your signed offer." The letter stated that to accept the offer, respondent had to acknowledge it by email or facsimile by December 9, 2014.

The parties agree respondent accepted the employment offer. Respondent puts her acceptance on December 9, Altamed on December 18, 2014. At some point, she signed the portion of the offer letter entitled "Acknowledgement." That section begins by stating, "By signing and dating this letter below I, Erendira Cisneros, accept the offer of employment described in the above letter." She dated it "01-05-14.[sic]" Respondent declared that she did not remember receiving or signing an arbitration agreement at the time she received the offer letter. Elaine Diaz, an Altamed human resources manager, stated in her declaration that a copy of the agreement was sent with the letter. The record on appeal contains a copy of an arbitration agreement on an Altamed letterhead which contains a signature for Erendira Cisneros. It is dated "12-18-14." The signature on the agreement appears identical to respondent's signature on the acknowledgement of the letter offer. Respondent herself attached a copy of the signed acknowledgement of the offer letter as an exhibit to her declaration and stated that it was a true and correct copy of the letter. Respondent does not claim the signature was a forgery, and the trial court did not make an express or implied finding that respondent had not signed the arbitration agreement. We treat the signature as genuine.

The arbitration agreement is two pages long, including the signature block for respondent. It is entitled "EMPLOYMENT AT-WILL AND ARBITRATION AGREEMENT CALIFORNIA." The title is the first line of text on the page, is larger than the text in the body of the agreement and appears to have been bolded. The font in the body of the agreement appears virtually identical in size and form to the font used in the offer letter.

The first paragraph reaffirms the at-will nature of respondent's employment. The arbitration provisions begin in the second paragraph. The paragraph begins by stating: "I further agree and acknowledge that the Company and I will utilize binding arbitration as the sole and exclusive means to resolve all disputes...."

The second sentence of the second paragraph states: "The Company and I each specifically waive and relinquish our right to bring a claim against the other in a court of law and this waiver shall be equally binding on any person who represents or seeks to represent me or the Company in a lawsuit against the other in a court of law." The seventh and final sentence in the second paragraph states: "By this binding arbitration provision, both I and the Company give up our right to trial by jury of any claim I or the Company may have against each other." The entire second paragraph is on the first page of the agreement and is in the same font as every other paragraph of the agreement.

Respondent began work in January 2015. Altamed terminated her employment in April 2017. Respondent filed a lawsuit against Altamed in April 2019, alleging various violations of FEHA, wrongful discharge in violation of public policy, defamation, and intentional infliction of emotional distress.

Altamed filed its answer in September 2019 and then a motion to compel arbitration in October 2019. The trial court denied the motion and this appeal followed.

DISCUSSION

In ruling on a motion to compel arbitration, a trial court must make two determinations. First the trial court must determine whether there is a valid agreement to arbitrate. If so, the trial court must grant the order unless, as relevant here, a ground for revocation of the agreement exists.

A party who files a motion to compel arbitration "bears the burden of proving the existence of a valid arbitration agreement by the preponderance of the evidence, and a party opposing the petition bears the burden of proving by a preponderance of the evidence any fact necessary to its defense. [Citation.] In these summary proceedings, the trial court sits as a trier of fact, weighing all the affidavits, declarations, and other documentary evidence, as well as oral testimony received at the court's discretion, to reach a final determination." ( Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 972, 64 Cal.Rptr.2d 843, 938 P.2d 903.)

Both the Federal Arbitration Act ( 9 U.S.C. § 1 et seq. ) and the California Arbitration Act ( Code Civ. Proc., § 1280 et seq. ) favor enforcement of valid arbitration agreements. ( Moses H. Cone Memorial Hospital v. Mercury Constr. Corp. (1983) 460 U.S. 1, 24–25, 103 S.Ct. 927, 74 L.Ed.2d 765 ; Wagner Construction Co. v. Pacific Mechanical Corp. (2007) 41 Cal.4th 19, 25–26, [58 Cal.Rptr.3d 434, 157 P.3d 1029] [strong public policy in favor of arbitration].)¹

"Through the comprehensive provisions of the California Arbitration Act ( Code Civ. Proc., § 1280 et seq. ), ‘the Legislature has expressed a "strong public policy in favor of arbitration as a speedy and relatively inexpensive means of dispute resolution." ’ [Citation.] As with the FAA ( 9 U.S.C. § 1 et seq. ), California law establishes ‘a presumption in favor of arbitrability.’ [Citation.] An agreement to submit disputes to arbitration ‘is valid, enforceable and irrevocable, save upon such grounds as exist for the revocation of any contract.’ ( Code Civ. Proc., § 1281 ; see 9 U.S.C. § 2.)" ( OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 125, 251 Cal.Rptr.3d 714, 447 P.3d 680 ( OTO ).)

Put differently, an arbitration agreement will be enforced unless grounds for its revocation exist. One such ground is unconscionability, a " ‘ "[g]enerally applicable contract defense [which] may be applied to invalidate arbitration agreements without contravening" the FAA’ or California law." ( Ibid . )

As respondent points out, Altamed did not request a statement of decision. The trial court did provide an informal written explanation for its ruling. In giving this explanation, the trial court did not expressly rule on the validity of the arbitration agreement, but did expressly consider whether the agreement was unconscionable.

"A party's failure to request a statement of decision when one is available has two consequences. First, the party waives any objection to the trial court's failure to make all findings necessary to support its decision. Second, the appellate court applies the doctrine of implied findings and presumes the trial court made all necessary findings supported by substantial evidence." ( Acquire II, Ltd. v. Colton Real Estate Group (2013) 213 Cal.App.4th 959, 970, 153 Cal.Rptr.3d 135.)

At the same time, "[i]nterpreting a written document to determine whether it is an enforceable arbitration agreement is a question of law subject to de novo review when the parties do not offer conflicting extrinsic evidence regarding the document's meaning." ( Avery v. Integrated Healthcare Holdings, Inc . (2013) 218 Cal.App.4th 50, 60, 159 Cal.Rptr.3d 444.) Similarly, if the facts are undisputed, a trial court's ruling on a motion to compel arbitration is reviewed de novo. ( Brown v. Wells Fargo Bank, N.A . (2008) 168 Cal.App.4th 938, 953, 85 Cal.Rptr.3d 817 ; see Molecular Analytical Systems v. Ciphergen Biosystems, Inc. (2010) 186 Cal.App.4th 696, 707, 111 Cal.Rptr.3d 876.)

Here, although the parties do not agree on the date respondent accepted Altamed's offer letter, that date is relevant only in relation to her signature on the arbitration agreement. Altamed agrees respondent accepted the offer letter before she signed the arbitration agreement. Thus, there are no factual disputes.

I. The Arbitration Agreement Is Valid .

The trial court did not expressly rule on the issue of whether the parties had reached an agreement to arbitrate, but did state it agreed with one of the arguments made by respondent in support of her contention that the agreement was revocable. Respondent argued: (1) the agreement was a modification of respondent's employment agreement with Altamed and was not valid because as a modification it had to be signed by...