Taylor v. Eclipse Senior Living, Inc.
| Decision Date | 01 April 2022 |
| Docket Number | 20cv190-LAB (WVG) |
| Parties | JENNIFER JANET TAYLOR, individually and on behalf of all others similarly situated, Plaintiff, v. ECLIPSE SENIOR LIVING, INC.; ECLIPSE PORTFOLIO OPERATIONS LLC; and EC OPCO CA PARTNER V LLC, Defendants. |
| Court | U.S. District Court — Southern District of California |
AMENDED ORDER GRANTING DEFENDANTS' MOTION TO COMPEL ARBITRATION AND REQUEST TO STAY PROCEEDINGS [DKT 49]
In response to a putative class action filed by Plaintiff Jennifer Taylor and the subsequent amendment to her complaint, Defendants Eclipse Senior Living, Inc. and Eclipse Portfolio Operations, LLC (collectively “Eclipse”), as well as Defendant EC Opco CA Partner V, LLC, filed a renewed motion to compel Taylor to arbitrate her claims on an individual basis per the binding arbitration agreement to which she allegedly is subject. (Dkt. 49).
Taylor opposes the motion, arguing against the validity and enforcement of the agreement's arbitration provision. (Dkt. 52). For the following reasons, the Court GRANTS Defendants' motion and stays all further proceedings pending arbitration of the matter.
In February 2019, Defendants hired Taylor as a nurse at their senior living facility located in La Mesa, California. (Dkt. 49-1 ¶ 14). Upon hiring, Taylor was provided with an employee handbook, which included in part a meal period policy, overtime protocol, and a six-paragraph Associate Acknowledgement and Agreement (“Agreement”). The Agreement between Taylor and “the Company” (defined as “Elmcroft Senior Living”) was signed by Taylor on February 11, 2019. The Agreement specifically states the following:
Taylor was employed at Eclipse until approximately September 2019 when she resigned. (Dkt. 46, First Amended Complaint (“FAC”) ¶ 12). Taylor then brought this putative class action against Defendants, alleging that she had been denied compensation for time worked, including working through meal breaks and performing “off-the-clock” work. (FAC ¶ 66). She asserts ten causes of action under the Fair Labor Standards Act, California Labor Code, and California Business and Professions Code.
The Federal Arbitration Act (FAA), 9 U.S.C. §§ 1 et seq., governs the enforcement of arbitration agreements involving interstate commerce. Am. Express Co. v. Italian Colors Rest., 570 U.S. 228, 232-233 (2013). “The overarching purpose of the FAA . . . is to ensure the enforcement of arbitration agreements according to their terms so as to facilitate “streamlined proceedings.” AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 344 (2011). “The FAA ‘leaves no place for the exercise of discretion by a district court, but instead mandates that district courts shall direct the parties to proceed to arbitration on issues as to which an arbitration has been signed.'” Kilgore v. KeyBank, Nat. Ass'n, 718 F.3d 1052, 1058 (9th Cir. 2013) (quoting Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 218 (1985)).
In determining whether to compel arbitration, a court must determine: “‘(1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the agreement encompasses the dispute at issue.'” Kilgore v. KeyBank, Nat. Ass'n, 673 F.3d 947, 955-56 (9th Cir. 2012), on reh'g en banc, 718 F.3d 1052 (9th Cir. 2013) (quoting Chiron Corp. v. Ortho Diagnostic Sys., Inc., 207 F.3d 1126, 1130 (9th Cir. 2000)). If both requirements are satisfied, “the [FAA] requires the court to enforce the arbitration agreement in accordance with its terms.” Id. The burden of proving that the claims at issue are not suitable for arbitration is on the party resisting arbitration. Green Tree Fin. Corp-Ala. v. Randolph, 531 U.S. 79, 91 (2000).
Here, Defendants argue that Taylor is subject to a binding arbitration provision contained in the Agreement she signed when she was first hired as a nurse at Grossmont Gardens. (Dkt. 49 at 1). They claim that the Agreement is valid and enforceable under the FAA and California law, and as such, Taylor must submit any claims arising out of her employment for resolution by mandatory binding arbitration on an individual basis. (Id.).
In response, Taylor first argues that she received the Agreement (contained in the Employee Handbook) and the accompanying Attestation Page separately, and that because the latter page allegedly did not reference any arbitration agreement, she did not consent to-and should not be bound by-the relevant arbitration provisions currently at issue. (Dkt. 52 at 7-10). She does not dispute that prior to receiving and signing the Attestation Page, she was provided with a copy of the Associate Handbook, which includes the relevant arbitration provisions, and she declines to acknowledge that the Attestation Page she signed clearly states, “DO NOT SIGN UNTIL YOU HAVE READ THE ABOVE ACKNOWLEDGEMENT AND AGREEMENT.” (See Dkt. 49-1, Ex. 2 at 4). She appears to suggest instead that this language referred to a HIPAA agreement or other drug and alcohol policy documents she received along with the documents in question, not the arbitration Agreement. But this argument is unpersuasive, particularly where the Attestation Page does not even reference any HIPAA or drug and alcohol policies. Her failure to read or understand the terms to which she agreed is “legally irrelevant” and does not invalidate her written assent to the contract. See Harris v. TAP Worldwide, LLC, 248 Cal.App.4th 373, 383, 203 Cal.Rptr.3d 522, 530 (2016) (The fact that defendant either chose not to read or take the time to understand these provisions is legally irrelevant.”); Brookwood v. Bank of Am., 45 Cal.App.4th 1667, 1674, 53 Cal.Rptr.2d 515, 520 (1996) (“[P]laintiff was bound by the provisions of the arbitration agreement regardless of whether she read it or was aware of the arbitration clause when she signed the document.”) (cleaned up). Moreover, even if the Attestation Page failed to put Taylor on notice, her offer letter specifically informed her that her “[e]mployment . . . is conditioned upon [her] agreement to submit employment-related disputes to binding arbitration.” (Dkt 49-1, Ex. 1 at 2). That provision further states that by signing and accepting the employment offer, Taylor “agree[s] to the Company's standard Arbitration Agreement.” (Id.). Taylor signed that offer letter on January 28, 2019. (Id.). Where, as here, an offer letter expressly conditions employment on an agreement to arbitrate, the employee's signature amounts to acceptance of the agreement. See Cisneros Alvarez v. Altamed Health Serv. Corp., 60 Cal.App.5th 572, 584 (2021). Given the facts as alleged, Taylor cannot plausibly claim that she was not given sufficient notice of the arbitration terms.
Taylor next argues that, even where Defendants could show the existence of a valid arbitration agreement, the Agreement was only between Taylor and “Elmcroft Senior Living”[1] (otherwise defined as the “Company”), not Defendants, and Defendants are therefore precluded from enforcing the Agreement against her. (Dkt. 52 at 10). But this argument likewise fails. In this Court's prior Order, issued on March 15, 2021, the Court found that Eclipse had failed to file a fictitious name statement with the California Secretary of State, as required by California law, and as such, Eclipse was temporarily precluded from enforcing the arbitration Agreement until it could bring itself into compliance with the law. (Dkt. 27 at 2-3). The Court also confirmed that noncompliance with the fictitious name requirement “doesn't invalidate a business's agreements, ” it merely “precludes enforcement of those agreements until the fictitious name is registered.” (Id. at 3).
Defendants are now able to demonstrate that “Elmcroft Senior Living” and “Elmcroft by Eclipse Senior Living” have since been registered as fictitious names of Eclipse. (Dkt. 49-3 ¶¶ 2-3, Exs. 9 and 10). Despite Eclipse's present compliance, though, Taylor has renewed her previous argument that “Elmcroft Senior Living, Inc.” is a separate company from Eclipse and Eclipse should not be able to enforce an Agreement signed by a separate entity. (Dkt. 52 at 12-13). But Taylor once again improperly conflates “Elmcroft Senior Living, ” Eclipse's trade name and signatory to the Agreement, with “Elmcroft Senior Living, Inc., ” a separate entity who was not a signatory to the Agreement...
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