Judge: Gary Y. Tanaka, Case: 22TRCV00066, Date: 2022-10-04 Tentative Ruling
Case Number: 22TRCV00066 Hearing Date: October 4, 2022 Dept: B
LOS ANGELES SUPERIOR COURT – SOUTHWEST DISTRICT
Honorable Gary Y. Tanaka Tuesday, October 4, 2022
Department B Calendar No. 6
PROCEEDINGS
Veronica Ogbeide-Shoyinka v. AB Capital, LLC, et al.
22TRCV00066
AB Capital, LLC’s Motion to Compel Arbitration and to Stay Action
TENTATIVE RULING
AB Capital, LLC’s Motion to Compel Arbitration and to Stay Action is granted.
Background
Plaintiff filed the Complaint on January 28, 2022. Plaintiff alleges the following facts. On or about December 04, 2018, Plaintiff and AB Capital entered into a Construction Loan Agreement (“Agreement” or “Loan Agreement’) wherein AB Capital promised to advance to Plaintiff the principal sum of $650,000.00. On or about July 23, 2020, the Agreement was amended to increase the loan amount to $875,000. Plaintiff alleges that not all the funds were disbursed to Plaintiff. Plaintiff alleges the following causes of action: 1. Breach of Contract; 2. Fraudulent Misrepresentation; 3. Fraudulent Concealment; 4. IIED.
Motion to Compel Arbitration
“California law reflects a strong public policy in favor of arbitration as a relatively quick and inexpensive method for resolving disputes. [Citation.] To further that policy, [Code of Civil Procedure] section 1281.2 requires a trial court to enforce a written arbitration agreement unless one of three limited exceptions applies. [Citation.] Those statutory exceptions arise where (1) a party waives the right to arbitration; (2) grounds exist for revoking the arbitration agreement; and (3) pending litigation with a third party creates the possibility of conflicting rulings on common factual or legal issues. (§ 1281.2, subds. (a)–(c).)” Acquire II, Ltd. v. Colton Real Estate Group (2013) 213 Cal.App.4th 959, 967.
“The petitioner 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. 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.” Giuliano v. Inland Empire Personnel, Inc. (2007) 149 Cal.App.4th 1276, 1284.
“The party opposing arbitration has the burden of demonstrating that an arbitration clause cannot be interpreted to require arbitration of the dispute. Nonetheless, this policy does not override ordinary principles of contract interpretation. [T]he contractual terms themselves must be carefully examined before the parties to the contract can be ordered to arbitration: Although [t]he law favors contracts for arbitration of disputes between parties, there is no policy compelling persons to accept arbitration of controversies which they have not agreed to arbitrate.” Rice v. Downs (2016) 247 Cal.App.4th 1213, 1223 (internal citations and quotations omitted).
In Rowe v. Exline (2007) 153 Cal.App.4th 1276, 1286, the Court of Appeal found that “a nonsignatory sued as an agent of a signatory may enforce an arbitration agreement.” Id. at 1286. In addition, “a nonsignatory who is the agent of a signatory can even be compelled to arbitrate claims against his will.” Id. at 1285, citing Harris v. Superior Court (1986) 188 Cal.App.3d 475, 477–78. Further, “in many cases, nonparties to arbitration agreements are allowed to enforce those agreements where there is sufficient identity of parties.” Valley Casework, Inc. v. Comfort Construction, Inc. (1999) 76 Cal.App.4th 1013, 1021. This includes nonparties as agents of a party as well as “a third party beneficiary of an arbitration agreement.” Ibid.
Defendant moves for an order compelling arbitration of Plaintiff’s causes of action. Defendant also moves for a stay of this action.
Code Civ. Proc., § 1281.2 states, in relevant part: “On petition of a party to an arbitration agreement alleging the existence of a written agreement to arbitrate a controversy and that a party to the agreement refuses to arbitrate that controversy, the court shall order the petitioner and the respondent to arbitrate the controversy if it determines that an agreement to arbitrate the controversy exists[. . .]” “Generally, an arbitration agreement must be memorialized in writing. A party's acceptance of an agreement to arbitrate may be express, as where a party signs the agreement. A signed agreement is not necessary, however, and a party's acceptance may be implied in fact or be effectuated by delegated consent. An arbitration clause within a contract may be binding on a party even if the party never actually read the clause.” Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 236 (internal citations omitted).
Defendant has established the existence of a valid arbitration agreement between Plaintiff and Defendant. (Defendant’s Exs. 1-8, Loan Agreement, para. 14.21 Arbitration. a. Mutual Agreement to Arbitrate; Promissory Note, para. 12, Deed of Trust, para. 24.8.) The arbitration provision sets forth that the parties agreed to arbitrate all disputes related to the agreement, note, Deed of Trust, and other loan documents. Therefore, the burden shifts to Plaintiff to show that the arbitration clause should not be enforced. Rice, supra, 247 Cal.App.4th at 1223. Plaintiff failed to file any written opposition and has failed to meet her burden to show that the arbitration clause should not be enforced.
The Court notes that co-Defendant FCI Lender Services, Inc. filed a written opposition, but this Defendant has been dismissed from this action.
Therefore, the Motion to Compel Arbitration is granted. The action is ordered stayed pending completion of arbitration.
An Order to Show Cause re: status of arbitration is set for _____________.
Defendant is ordered to give notice of this ruling.