Judge Armen Tamzarian, Case 22STCV23086 2023-01-30 Tentative Ruling

Judge: Armen Tamzarian, Case: 22STCV23086, Date: 2023-01-30 Tentative Ruling

Case Number: 22STCV23086 Hearing Date: January 30, 2023 Dept: 52

Intervenor Writers Guild of America, West, Inc.’s Motion to Compel Arbitration and Stay Proceedings

Intervenor Writers Guild of America, West, Inc. (WGA) moves to compel arbitration of this case and to stay the action. The court has reviewed the arguments and authorities cited by WGA and by defendants Boomtown Media Partners, LLC and Fast Charlie NOLA, LLC, and plaintiff Lee Goldberg. The court has also identified and researched other potential issues.

WGA is attempting to enforce an arbitration clause in a collective bargaining agreement. “For disputes arising under collective bargaining agreements, there is a ‘presumption of arbitrability,’ under which a court should order arbitration of a grievance ‘ “unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute.” ’ ” (City of Los Angeles v. Superior Court (2013) 56 Cal.4th 1086, 1096, quoting Steelworkers v. Warrior & Gulf Co. (1960) 363 U.S. 574, 582–583.)

The parties primarily dispute whether defendants Boomtown Media Partners, LLC and Fast Charlie NOLA, LLC entered the WGA’s collective bargaining agreement (CBA) with the applicable arbitration provision. WGA argues, among other things, that defendants adopted the CBA by their conduct. The Ninth Circuit has held that an entity “representing itself as a union business,” among other factors, supports a finding that it adopted a CBA without signing it. (Southern California Painters & Allied Trade Dist. Council No. 36 v. Best Interiors, Inc. (9th Cir. 2004) 359 F.3d 1127, 1133.) A business “avail[ing] itself of the benefits of the union” can also constitute conduct adopting a CBA without signing. (Arco Elec. Co. v. N.L.R.B. (10th Cir. 1980) 618 F.2d 698, 699.)

WGA contends that because defendants were “prepared to accept all the benefits that came with signatory status—representing itself as [a CBA] signatory was the only way for Boomtown to hire the writers it wanted for the Picture,” they cannot “elude the obligations that come with” being a signatory. (Motion, p. 12.)

Authority from the United States Supreme Court also recognizes a policy in favor of arbitration under a CBA—even against an entity that did not enter the contract. “[A] collective bargaining agreement is not an ordinary contract.” (John Wiley & Sons, Inc. v. Livingston (1964) 376 U.S. 543, 550.) “It is a generalized code to govern a myriad of cases which the draftsmen cannot wholly anticipate. The collective agreement covers the whole employment relationship. It calls into being a new common law—the common law of a particular industry.” (Ibid., internal quotes and alterations omitted.) “Central to the peculiar status and function of a collective bargaining agreement is the fact, dictated both by circumstance, [citation], and by the requirements of the National Labor Relations Act, that it is not in any real sense the simple product of a consensual relationship.” (Ibid.) “[A]lthough the duty to arbitrate … must be founded on a contract, the impressive policy considerations favoring arbitration are not wholly overborne by the fact that [an employer in the industry] did not sign the contract being construed.” (Ibid.) In John Wiley & Sons, the Court held that a CBA’s arbitration provision CBA applied to a nonsignatory employer after it merged with a signatory employer.

In addition to authority on CBAs, the doctrine of equitable estoppel may apply. Under that doctrine, “a nonsignatory ‘is estopped from avoiding arbitration if it knowingly seeks the benefits of the contract containing the arbitration clause.’ ” (Crowley Maritime Corp. v. Boston Old Colony Ins. Co. (2008) 158 Cal.App.4th 1061, 1070.) The Court of Appeal has also held that by entering a separate contract “incorporating the contract” with an arbitration clause, the nonsignatory “agreed to be bound by the arbitration provisions of the contract.” (Boys Club of San Fernando Valley, Inc. v. Fidelity & Deposit Co. (1992) 6 Cal.App.4th 1266, 1274.)

As WGA notes, defendants’ agreement with plaintiffs refers to the WGA. It does not, however, expressly incorporate the CBA. The parties’ option purchase agreement includes several references to the WGA. It provides, “Purchaser or its assignee shall be a WGA signatory.” (Segal Decl., Ex. 2-G, ¶ 2.) The agreement further provides, “Sole credit net proceeds shall not be reduced if Owner, per the WGA, is mandated to share credit with” others. (Id., ¶ 6.a.) “If owner receives sole ‘Screenplay Adapted By,’ credit as determined by the WGAw, than [sic] Owner shall receive Box Office Bonuses.” (Id., ¶ 6.b.) “Owner shall be accorded a ‘Written by’, credit subject to the WGA.” (Id., ¶ 9.a.) Additional payments of “20% of the applicable series royalty will be payable for each of the first 5 U.S. network reruns of each such episode subject to the WGA.” (Id., ¶ 11.b.iii..)

Defendants’ agreement with non-party writer Richard Wenk also refers to the WGA. It provides, “You warrant and represent that you are a member of the Writers Gulid of America (‘WGA’) in good standing and agree that credit determination shall be subject to the WGA.” (Segal Decl., Ex. 2-H, ¶ 4.)

Under the above authority, defendants may be bound by the arbitration provision in the CBA. The Writers Guild’s CBA is part of the common law of the film and television industry. Defendants entered an agreement with plaintiff Lee Goldberg, a WGA member, for the option to produce a film based on his screenplay. The court will exercise its discretion to continue this hearing for further briefing to address this authority.

Disposition

The court hereby continues the hearing on intervenor Writers Guild of America, West, Inc.’s motion to compel arbitration to February 24, 2023, at 9:00 a.m. WGA shall file a brief addressing the authority discussed above no later than February 9, 2023. Plaintiffs may file a brief no later than February 9, 2023. Defendants shall file a responding brief no later than February 16, 2023.

On its own motion, the court hereby continues the hearing on plaintiffs Lee Goldberg and Adventures in Television’s motion to conduct discovery to oppose defendants’ anti-SLAPP motion to February 24, 2023, at 9:00 a.m.

On its own motion, the court hereby continues the hearing on defendants Boomtown Media Partners, LLC and Fast Charlie NOLA, LLC’s special motion to strike from February 16, 2023, to March 20, 2023, at 9:00 a.m.