Judge Daniel M. Crowley, Case Number: 23STCV28977, Date: 2025-04-17 Tentative Ruling

Defendant City National Bank’s unopposed motion to compel arbitration of Plaintiff Maria P. Noone’s claims in this action is granted. This case is stayed pending arbitration.

Defendant City National Bank (“City National”) (“Moving Defendant”) moves unopposed for an order compelling arbitration of all claims asserted by Plaintiff Maria P. Noone (“Noone”) (“Plaintiff”). (Notice of Motion, pg. 1; 9 U.S.C. §§3-4; C.C.P. §1281.4.)

Moving Defendant’s 10/30/24 request for judicial notice of (1) The Order Re: Motion to Compel Arbitration dated June 19, 2019, in the action styled, Kathleen Meyer v. Garrett D’Alessandro, et al., LASC Case No. 19STCV01022; (2) The Order Granting Motion to Compel Arbitration and Dismiss or Stay Action dated October 16, 2020, in the action styled, Sylvie Shamlian, et al. v. City National Bank, LASC Case No. 20STCV22767; (3) The Order Granting Motion to Compel Arbitration dated November 24, 2021, in the action styled, Patrick Brian Fitzwilliam v. City National Bank, N.A., LASC Case No. 20STCV34599; (4) The Notice of Ruling at Hearing on Defendant’s Motion to Compel Arbitration and Case Management Conference dated December 1, 2022, in the action styled, Lolina Porter, v. City National Bank, et al., LASC Case No. 22STCV21717; (5) The Order Granting Motion to Compel Arbitration dated December 12, 2022, in the action styled, Vivian Khodabandeh, et al. v. City National Bank, et al., LASC Case No. 21STCV2000; (6) The Order Granting Motion to Compel Arbitration dated January 12, 2024, in the action styled, Vivian Khodabandeh, et al. v. City National Bank, et al., LASC Case No. 21STCV2000; and (7) The Order on Defendant City National Bank’s Motion to Compel Arbitration and Stay Proceedings and Minute Order dated September 13, 2024, in the action styled, Doris Arakelian v. City National Bank, et al., LASC Case No. 23STCV21467, is denied as irrelevant.

On November 28, 2023, Plaintiff filed the instant action against Moving Defendant and Non-Moving Defendants City National Corporation (“CNC”), Royal Bank of Canada (“RBC”), and Sue O’Donnell (“O’Donnell”) (collectively, “Defendants”) asserting five causes of action: (1) intentional infliction of emotional distress; (2) negligent infliction of emotional distress; (3) discrimination; (4) harassment; and (5) hostile work environment. (See Complaint.) Moving Defendant filed its Answer on February 28, 2024.

Moving Defendant filed the instant motion on October 30, 2024. As of the date of this hearing no opposition has been filed.

Federal law provides for enforcement of this Arbitration Agreement. The Federal Arbitration Act, 9 U.S.C. §1, et seq. (“FAA”), establishes a strong federal policy in favor of arbitration of disputes where a written arbitration agreement exists. Section 2 of the FAA provides, in pertinent part that “[a] written provision . . . to settle by arbitration a controversy thereafter arising out of such contract . . . shall be valid, irrevocable, and enforceable.” (9 U.S.C. §2.) The purpose of the FAA is to “reverse the longstanding judicial hostility to arbitration agreements.” (Gilmer v. Interstate/Johnson Lane Corp. (1991) 500 U.S. 20, 24.) The FAA places arbitration agreements “on an equal footing with other contracts and [requires courts] to enforce them according to their terms.” (AT&T Mobility, LLC v. Concepcion (2011) 563 U.S. 333, 339; see also Rent-A-Center West, Inc. v. Jackson (2010) 561 U.S. 63, 67 [“The FAA reflects the fundamental principle that arbitration is a matter of contract.”].) The FAA will preempt not only a state law that “discriminat[es] on its face against arbitration,” but also a state law that “covertly accomplishes the same objective by disfavoring contracts that (oh so coincidentally) have the defining features of arbitration agreements.” (Kindred Nursing Centers Limited Partnership v. Clark (2017) 137 S.Ct. 1421, 1426.)

The United States Supreme Court has specifically held that the FAA applies to employment contracts: “[A]s a matter of law the answer is clear. In the Federal Arbitration Act, Congress has instructed federal courts to enforce arbitration agreements according to their terms.” (Epic Systems Corp. v. Lewis (2018) 138 S.Ct. 1612, 1619 [holding that employees must submit to arbitration agreements including those with collective action waivers].)

The FAA restricts a court’s inquiry related to compelling arbitration to two threshold questions: (1) whether there was an agreement to arbitrate between the parties; and (2) whether the agreement covers the dispute. (Howsam v. Dean Witter Reynolds, Inc. (2002) 537 U.S. 79, 84.)

Here, both criteria are satisfied. First, Plaintiff agreed to arbitration when she entered into the Mutual Agreement for Arbitration of Disputes (“Arbitration Agreement”) that contained the relevant arbitration clause. (Decl. of Gutierrez ¶¶6-9, Exhs. A, H-I.) Plaintiff consented to arbitration by electronically submitting the Code of Conduct training and Moving Defendant’s Colleague Handbook acknowledgment/agreement in 2019, 2020, 2021, 2022, and 2023, and by continuing her employment with Moving Defendant following receipt and acknowledgment of the Arbitration Agreement. (Decl. of Gutierrez ¶¶ 4-10, Exhs. A-J.) By doing so, Plaintiff agreed to also be bound by Moving Defendant’s Arbitration Agreement.

Under California law, a “signature” is not required to manifest assent; rather the consent of the parties to a contract must in some manner be communicated by each party to the other. (Civ. Code §§1565(3).) “Mutual assent is determined under an objective standard applied to the outward manifestations or expressions of the parties, i.e., the reasonable meaning of their words and acts, and not their unexpressed intentions or understandings. [Citation.]” (Alexander v. Codemasters Group Limited (2002) 104 Cal.App.4th 129, 141, disapproved on other grounds in Reid v. Google, Inc. (2010) 50 Cal.4th 512, 524.)

Here, Plaintiff submitted her affirmative assent by clicking “I agree” to the “Acknowledgement/Agreement” at the time of her Code of Conduct training, confirming that she had read and agreed to Moving Defendant’s Arbitration Agreement. (Decl. of Gutierrez ¶¶6-9, Exhs. A-I.) Plaintiff’s affirmative assent by clicking “I agree” to the Acknowledgement/Agreement” at the time of her Code of Conduct training affirmed not only receipt of the Arbitration Agreement, but the further receipt of Moving Defendant’s Handbook. (Id.) That Handbook, in turn also made clear that Plaintiff would be bound to Moving Defendant’s Arbitration Agreement. (Decl. of Gutierrez ¶¶6-9, Exhs. A-I.)

Second, the Arbitration Agreement expressly covers “all disputes between [Moving Defendant] and [Plaintiff], all claims [Moving Defendant] may have against [Plaintiff], and all claims [Plaintiff] may have against [Moving Defendant] or any of its officers, directors, employees or agents, arising out of [Plaintiff]’s employment with [Moving Defendant] or the termination thereof . . ..” (Decl. of Gutierrez ¶10, Exh. J at pg. 1.)

California law also favors arbitration for dispute resolution. The California Arbitration Act (“CAA”), codified at C.C.P. §1281 et seq., provides, “A written agreement to submit to arbitration an existing controversy or a controversy thereafter arising is valid, enforceable and irrevocable, save upon such grounds as exist for the revocation of any contract.” (C.C.P. §1281; see also Grafton Partners L.P. v. Superior Court (2005) 36 Cal.4th 944, 955 [“[U]nlike predispute jury waivers, predispute arbitration agreements are specifically authorized by statute.”].)

“California law, like federal law, favors enforcement of valid arbitration agreements.” (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 97, 99.) The public policy in favor of arbitration is so strong that California courts have held that an employee is “bound by the provisions of the [arbitration] agreement regardless of whether [he] read it or [was] aware of the arbitration clause when [he] signed the document.” (Brookwood v. Bank of America (1996) 45 Cal.App.4th 1667, citing Macaulay v. Norlander (1992) 12 Cal.App.4th 1.) The only prerequisite for a court to order arbitration is a determination that the parties have entered into an agreement to arbitrate the dispute. (United Transportation Union v. Southern California Rapid Transit District (1992) 7 Cal.App.4th 804, 808.) Thus, arbitration must be ordered “unless the agreement clearly does not apply to the dispute in question.” (Vianna v. Doctors’ Management Co. (1994) 27 Cal.App.4th 1186, 1189.)

Moving Defendant proved the existence of an arbitration agreement with Plaintiff. Moving Defendant submitted evidence that Plaintiff consented to arbitration by electronically submitting the Code of Conduct training and Moving Defendant’s Colleague Handbook acknowledgment/agreement in 2019, 2020, 2021, 2022, and 2023, and by continuing her employment with Moving Defendant following receipt and acknowledgment of the Arbitration Agreement. (Decl. of Gutierrez ¶¶ 4-10, Exhs. A-J.)

Based on the foregoing, Defendant proved the existence of a valid Arbitration Agreement that is enforceable by Moving Defendant.

Except as to the Excluded Claims described in 3.2 below, the Covered Claims under this Agreement include all disputes between CNB and me, all claims CNB may have against me, and all claims I may have against CNB or any officers, directors, employees or agents of CNB, arising out of my application for employment, employment with CNB, alleged joint employment with CNB, or the termination thereof (including post-employment defamation or retaliation), whether asserted during my employment with CNB or after it has ended, or during any pre-employment processes in which I may participate (referred to as “Claims”). Claims covered by this Agreement include, but are not limited to, the following: disputes arising out of or related to my application for employment, background checks, privacy, unfair competition; claims for breach of express or implied contract or covenant; fraud or misrepresentation; breach of fiduciary duty; misappropriation of trade secrets; claims for the commission of any intentional or negligent tort; claims for violation of any federal, state/provincial or local law, ordinance, regulation or rule, including

but not limited to claims for employment discrimination, harassment, retaliation or violation of the California Labor Code, Title VII, Equal Pay Act, Fair Credit Reporting Act, Defend Trade Secrets Act, Pregnancy Discrimination Act, Americans with Disabilities Act, Age Discrimination in Employment Act, Family and Medical Leave Act, Genetic Information Non-discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Act, the Fair Labor Standards Act, and all other federal, state/provincial, or municipal statutes or regulations; all claims for wages, benefits or other compensation due; claims for wrongful termination, demotion or disciplinary action; and claims for statutory penalties. Covered Claims also include any claims that might otherwise

(Decl. of Gutierrez ¶10, Exh. J at pg. 1, §3.1.) Plaintiff’s claims arise from her employment relationship with Moving Defendant and are therefore governed by the Arbitration Agreement. Based on the foregoing, Moving Defendant met its burden of establishing the Arbitration Agreement covers the causes of action asserted in Plaintiff’s Complaint.

“[P]rocedural and substantive unconscionability must both be present in order for a court to exercise its discretion to refuse to enforce a contract or clause under the doctrine of unconscionability.” (Armendariz, 24 Cal.4th at pg. 102.) Courts invoke a sliding scale which disregards the regularity of the procedural process of the contract formation, that creates the terms, in proportion to the greater harshness or unreasonableness of the substantive terms themselves, i.e., the more substantively oppressive the contract term, the less evidence of procedural unconscionability is required to conclude that the term is unenforceable, and vice versa. (Id., at pg. 114.) Plaintiff bears the burden of proving that the provision at issue is both procedurally and substantively unconscionable.

Plaintiff does not oppose Moving Defendant’s motion, thereby conceding that the provision is not unconscionable.

Pursuant to C.C.P. §1281.4, if an application has been made to a court involving order to arbitrate a controversy and such application is undetermined, the court where the application is pending shall, upon motion of a party to the action, stay the action until the application for an order to arbitrate is determined. (C.C.P. §1281.4.)

The case is stayed pending arbitration. The Court sets a non-appearance case review for April 20, 2026, at 8:30 a.m. The parties are directed to submit a joint statement five calendar days in advance, apprising the Court of the status of the arbitration.

Hon. Daniel M. Crowley

Judge of the Superior Court