Trinity v. Life Ins. Co. of N. Am.

Decision Date17 May 2022
Docket NumberB312302
Citation78 Cal.App.5th 1111,293 Cal.Rptr.3d 899
Parties Fiona TRINITY, Plaintiff and Respondent, v. LIFE INSURANCE COMPANY OF NORTH AMERICA et al., Defendants and Appellants.
CourtCalifornia Court of Appeals Court of Appeals

Littler Mendelson, Tanja L. Darrow, Los Angeles, and Sheerin Mehdian for Defendants and Appellants.

Shegerian & Associates, Carney R. Shegerian, Santa Monica, and Jill McDonell for Plaintiff and Respondent.

PERLUSS, P. J.

Fiona Trinity sued Life Insurance Company of North America (LINA), Zenfira Kadzhikyan and Lucine Nikogosian (collectively LINA parties) for discrimination, harassment and wrongful termination. The LINA parties moved to compel arbitration based on an agreement they alleged Trinity had electronically acknowledged in 2014 during her employment with LINA. The trial court denied the motion, finding the LINA parties had not established the existence of an agreement to arbitrate and, even if they had, the purported agreement could not be enforced because it was procedurally and substantively unconscionable. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND
1. The Parties and the Complaint

LINA, a subsidiary of Cigna Corporation, is an insurance company that underwrites indemnity, disability, accident and health insurance plans. Trinity worked for LINA as a claims associate and then a senior claims associate from November 2008 until she was fired in January 2020. Kadzhikyan was Trinity's direct supervisor beginning in 2015. Trinity indirectly reported to Nikogosian.

On March 12, 2020 Trinity filed this lawsuit alleging 15 causes of action, including for discrimination and harassment based on disability by association and age in violation of California's Fair Employment and Housing Act ( Gov. Code, § 12900 et seq. ) and wrongful termination in violation of public policy. The complaint sought economic, noneconomic and punitive damages, as well as attorney fees.

2. The Motion To Compel Arbitration

On May 14, 2020 the LINA parties moved to compel arbitration based on an arbitration provision in the Cigna Corporation employee handbook that was distributed by email to employees of all Cigna Corporation's subsidiaries, including LINA, in November 2013. The arbitration provision, which appears on page 37 of the 44-page handbook, states, "By accepting employment, compensation and/or benefits, you have agreed to arbitrate serious employment-related disagreements between you and the company. Notwithstanding any other provision in this handbook, the duty to arbitrate employment-related disagreements is a contractual obligation that both you and the company are required to adhere to." The provision continues, "The arbitration process is administered by the American Arbitration Association (AAA) using the company's Employment Dispute Arbitration policy and Employment Dispute Arbitration Rules and Procedures.... [¶] ... Copies of these documents can be found in the ‘Workplace & Culture’ section of the Your Cigna Life intranet under ‘Workplace Policies and Programs.’ If you are unable to locate the information you are seeking on the intranet, please contact the Your Cigna Life Service Center ...." The final two pages of the handbook contain a section titled, "Acknowledgement and Agreement," which states, "By returning to the Employee Handbook page on Your Cigna Life and clicking the box next to the Acknowledgement statement, then clicking the ‘Done’ button to record my acceptance of these company policies: ... I understand and agree any dispute between Cigna and me arising out of or relating to my candidacy for employment, my employment or termination of my employment with Cigna ... including claims of discrimination or claims related to wage and hour issues, shall be resolved under Cigna's Employment Dispute Arbitration Program, which includes final mandatory binding arbitration. I also understand the Cigna Companies Employment Dispute Arbitration Policy and the Cigna Companies Employment Dispute Rules and Procedures form a legally enforceable contract between Cigna and me."1

In support of its motion to compel arbitration, the LINA parties submitted the declaration of Michael Reagan, the employee relations managing director of Cigna Corporation, who stated he was familiar with the personnel policies and practices of Cigna Corporation and its subsidiaries, including LINA, and was responsible for overseeing the roll-out of the 2013 employee handbook and tracking employee acknowledgement of the handbook. According to Reagan, "As part of the distribution of its 2013 Employee Handbook, an email was sent to Cigna employees at each covered subsidiary, including LINA, in late 2013. Each covered employee would have been required to log into the website using the employee's unique username and password. Once logged into the website using these unique credentials, the employee would have been prompted to the ‘Take Action’ section. Employees were then required to make affirmative actions to specifically acknowledge their agreement to be bound by these policies, by marking the box next to ‘acknowledgement,’ and then affirmatively clicking ‘Done.’ " Reagan's department would at some point receive a report listing employees who had not completed this process and those employees would be informed their employment would be terminated if they did not execute the acknowledgement. Attached to Reagan's declaration was a two-page document containing the same "Acknowledgement and Agreement" language contained in the final two pages of the handbook. Above that language the document stated, "Trinity, Fiona, employee id 307893 has acknowledged the following and clicked the box next to the Acknowledgement statement, then clicked the ‘Done’ button on 06-JAN-2014." Reagan stated this record was created by "Cigna's internal system" and it signified Trinity had agreed to the policies in the handbook, including the arbitration agreement, on January 6, 2014.

In addition to arguing Trinity had agreed to and was bound by the arbitration provision of the employee handbook, the LINA parties asserted any "gateway" issues concerning the arbitrability of the dispute must be decided by an arbitrator rather than the court. In support of this argument LINA relied on the following language in the Employment Dispute Arbitration Rules and Procedures: "The arbitrator will have discretion to resolve any question or dispute that may arise before, during and after the arbitration hearing." The rules and procedures also state, "When a party asserts in a timely fashion that the matter(s) raised by any other party is (are) not arbitrable, the arbitrator will render a decision on the arbitrability of that issue before the parties conduct discovery or proceed with the claims on the merits. The arbitrator shall have the power to rule on his/her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement."

3. Trinity's Opposition to the Motion

In opposition to the motion to compel arbitration, Trinity contended she had never agreed to arbitrate claims against LINA. She also argued that, even if the court found an agreement to arbitrate had been entered, the arbitration provision was procedurally and substantively unconscionable and therefore unenforceable.

In a declaration submitted with her opposition, Trinity stated, "I am certain that I never saw, reviewed, received, submitted, agreed, consented, or signed—electronically, manually or otherwise—Cigna's Arbitration Agreement, Cigna Company's Employment Dispute Arbitration Policy, nor the Cigna's Employment Dispute Arbitration Rules and Procedures neither in 2008 or in 2014 or ever thereafter.... [¶] ... I never signed off on any arbitration agreement, electronically or otherwise." Trinity also stated that, at the time she initially accepted employment at LINA in 2008, "Had I been told that I would be required to enter a contract waiving all my legal rights and access to courts as a condition of my employment with defendants, I would not have accepted that job."

Trinity's opposition also included excerpts from a deposition taken of Reagan, who had been identified by LINA as the person most knowledgeable regarding the arbitration agreement applicable to LINA employees between 2014 and 2019. In his deposition Reagan had provided additional detail surrounding the dissemination of the employee handbook in 2013. He testified each employee was sent an email explaining that he or she needed to "take action." The email included a link to the employee handbook, which the employee was required to click on before he or she could access the intranet page containing the required acknowledgement. Once the employee had opened the handbook and clicked on the acknowledgement, he or she would receive an email confirming their assent to the terms of the handbook. Employees did not have the ability to negotiate terms contained in the handbook; and, if they declined to agree, their employment would be terminated.

Trinity requested the court hold an evidentiary hearing to hear testimony from Trinity and Reagan before ruling on the motion.

4. The LINA Parties’ Reply in Support of Their Motion

In reply the LINA parties submitted excerpts from Trinity's deposition in which she stated she did not recall receiving the employee handbook in late 2013 or clicking the "Done" button on the acknowledgement on January 6, 2014.2 The LINA parties argued Trinity's failure to recall clicking on the acknowledgement was not sufficient to rebut Reagan's testimony that the auto-generated acknowledgement form containing Trinity's name and employee identification number indicated she had assented to the terms of the employee handbook, including the agreement to arbitrate disputes. The LINA parties also argued the arbitration agreement was neither procedurally nor substantively unconscionable and opposed the request for an evidentiary hearing.

5. The Evidentiary Hearing

At a...

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