Judge: H. Jay Ford, III, Case: 24SMCV04261, Date: 2025-02-27 Tentative Ruling

Case Number: 24SMCV04261    Hearing Date: February 27, 2025    Dept: O

  Case Name:  Anghioiu v. Country Villa Westwood Wellness Center

SUBJECT:                 MOTION TO COMPEL ARBITRATION

MOVING PARTY:   Defendant Westwood Healthcare & Wellness Centre, LP dba Westwood Post Acute Care, erroneously sued and served as Country Villa Westwood Wellness Center

RESP. PARTY:         Plaintiff Ana Anghioiu

TENTATIVE RULING

            Defendant Westwood Healthcare & Wellness Centre, LP dba Westwood Post Acute Care is GRANTED. The action is stayed pending resolution of arbitration pursuant to CCP §1281.4. Defendants proved the existence of a valid and agreed upon arbitration agreement. Plaintiff did not meet their burden to prove a defense to enforcement.

            Defendant’s RJN is GRANTED as to the existence of the court documents, but not to the “truth of the hearsay statements in the documents.” (In re Vicks (2013) 56 Cal.4th 274, 314.)

            Defendant’s Objections to the Anghioiu Decl., ¶¶ 3:7–8, 4:9–11 are OVERRULED.

REASONING

            Under both the Title 9 section 2 of the United States Code (known as the Federal Arbitration Act, hereinafter “FAA”) and the Title 9 of Part III of the California Code of Civil Procedure commencing at section 1281 (known as the California Arbitration Act, hereinafter “CAA”), arbitration agreements are valid, irrevocable, and enforceable, except on such grounds that exist at law or equity for voiding a contract.  (Winter v. Window Fashions Professions, Inc. (2008) 166 Cal.App.4th 943, 947.) 

            “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.” (Rice v. Downs (2016) 247 Cal.App.4th 1213, 1223, citing Coast Plaza Doctors Hospital v. Blue Cross of California (2000) 83 Cal.App.4th 677, 686-87.)   “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, unless it determines that: (a) The right to compel arbitration has been waived by the petitioner…”  (Code Civ. Proc., § 1281.2.)

            “A party opposing the petition bears the burden of proving by a preponderance of evidence any fact necessary to its defense.” (Olvera v. El Pollo Loco, Inc. (2009) 173 Cal.App.4th 447, 453.) CCP §1281.2 only allows the Court to deny enforcement of an applicable arbitration agreement where the party resisting arbitration demonstrates (1) waiver; (2) grounds for rescission of the agreement; or (3) subsection (c) grounds involving third parties to the arbitration agreement and potential for inconsistent rulings of fact or law. (See Code Civ. Proc., § 1281.2.)

I.      Petitioner Meets Burden to Prove Existence of Valid Arbitration Agreement

Defendant Westwood Healthcare & Wellness Centre, LP dba Westwood Post Acute Care LLC (“Defendant”) moves to compel arbitration based on an agreement to arbitrate (“Arbitration Agreement”) within the Defendant’s admission documents allegedly agreed upon and signed by Plaintiff Ana Anghioiu (“Plaintiff”) on 3-26-24. (Fischler Decl., ¶ 5, Ex. B (the “Arbitration Agreement”).) The relevant portions of Agreement state as follows:

ARBITRATION AGREEMENT

(READ CAREFULLY - Not Part of Admission Agreement)

Residents shall not be required to sign this arbitration agreement as a condition of admission to this facility or to continue to receive care at the facility.

. . . .

1.4 All claims based in whole or in part on the same incident, transaction, or related course of care or services provided by Facility to Resident shall be arbitrated in one proceeding. A claim shall be waived and forever barred if it arose prior to the date upon which notice of arbitration is received by Facility or received by Resident, and is not presented in the arbitration proceeding.

 . . . .

1.6 The arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable.

1.7 Agreement to arbitration is not a precondition for admission to the Facility or to continue to receive care at the Facility. In other words, Resident has the right not to sign the agreement and still be admitted to, or continue receiving care at, the Facility.

1.8 As this Agreement relates to the Resident's admission in the Facility, and the Facility, among other things, participates in the Medicare and/or Medi-Cal programs and/or procures supplies from out-of-state vendors, the parties acknowledge and agree that the Resident's admission and these other events evidence transactions affecting or involving interstate commerce governed by the Federal Arbitration Act. This agreement shall be construed and enforced in accordance with and governed by the Federal Arbitration Act and the procedures set forth in the Federal Arbitration Act shall govern any petition to compel arbitration.

. . . .

3.1 The parties hereby acknowledge that arbitration is preferable to a judicial forum and that Federal and State law favor the enforcement of valid agreement(s) to arbitrate. Arbitration under this agreement shall be provided by JAMS or Judicate West, conducted by a single neutral arbitrator agreed upon by the parties, or selected pursuant to the arbitral procedures of the selected forum. Further, the arbitrator shall be an attorney or retired judge selected pursuant to Section 5 of the Federal Arbitration Act, 9 U.S.C. § 5. The arbitration shall be conducted ina place that is convenient to both the Resident and the Facility. As such, the parties agree that their preferred location is within the County where Facility is located. In reaching a decision the arbitrator shall prepare findings of fact and conclusions of law. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

3.2 For arbitrations initiated by the Resident, the Resident shall pay for one-half of all fees and expenses of arbitration, including hearing(s). For arbitrations initiated by the Facility, the Resident shall not pay any portion of the filing fees, but shall pay for one-half of all fees and expenses of arbitration. The initiator of the arbitration is the earliest party: to file a case in the Superior Court requiring the other party to file a Petition to Compel Arbitration, or to demand arbitration. Except as required by law and except with respect to any costs and fees that may be awarded by the arbitrator, each party shall bear its own attorneys' fees and costs for the arbitration.

 . . . .

NOTICE: BY SIGNING THIS CONTRACT YOU ARE AGREEING TO HAVE ANY ISSUE OF MEDICAL MALPRACTICE DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP YOUR RIGHT TO A JURY OR COURT TRIAL. SEE ARTICLE I OF THIS CONTRA¿¿.

(Fischler Decl., ¶ 5, Arbitration Agreement; Cortez Decl., ¶ 9.)

            Defendants declarations of Marvin Fischler (“Fischler”), Defendant’s counsel provides a copy of the Arbitration Agreement, and Magaly Cortez (“Cortez”), Defendant’s Admissions Office Employee confirms the attached Arbitration Agreement and declares she explained the contents of the Arbitration Agreement to Plaintiff, and recalls that Plaintiff was “alert, oriented, and able to understand or comprehend” what Cortex told Plaintiff during the admissions process. (Fischler Decl., ¶ 5, Arbitration Agreement); Cortez Decl., ¶¶ 2–3.)  Cortez declares she explained to Plaintiff that the Arbitration Agreement did not need to be signed in order to receive care, nor does the Arbitration Agreement “prevent her from seeking damages from the facility should she suffer any injury.” (Cortez Decl., ¶ 4.) Cortez declares that Plaintiff did not have any questions or concerns prior to signing the Arbitration Agreement, and that Cortez witnessed Plaintiff e-sign the Arbitration Agreement, immediately followed by Cortez e-signing the Arbitration Agreement “as a representative of the Facility, i.e. Westwood, in [Cortez’s] role as the Facility's Director of Admissions.” (Id., ¶¶ 5–6.) Cortex further declares that at no time did she coerce, compel or force Plaintiff to sign the Arbitration Agreement, nor did Plaintiff seek to revoke or rescind the Arbitration Agreement within the “thirty (30) day time period set forth in paragraph 4.1.” (Id., ¶¶ 7–8.)

            The Court finds Defendant has met their burden to prove the existence of a signed valid arbitration agreement. The Fischler and Cortez declaration provides all of the necessary details to authenticate Plaintiff’s electronic signature on the arbitration agreement. The burden shifts to Plaintiff to prove a defense to the enforcement of the arbitration agreement.

II.   Plaintiffs Burden to Prove a Defense to Enforcement

a.     Unconscionability

            Plaintiff argues the arbitration agreement is procedurally and substantively unconscionable, and thus the agreement is not enforceable. (See Oppo., pp. 3–6.)  The Court notes that the Plaintiff does not challenge the validity of her e-signature, nor does Plaintiff argue that such was obtained by fraud, coercion, duress or any other forms of undue influence. (See generally Oppo.)

            “The prevailing view is that procedural 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.  But they need not be present in the same degree. Essentially a sliding scale is invoked 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.  In other words, the more substantively oppressive the contract term, the less evidence of procedural unconscionability is required to come to the conclusion that the term is unenforceable, and vice versa.” (Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237, 1243–1244, quoting Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4^th 83, 114).

                                                    i.     Procedural Unconscionability

            “The procedural element addresses the circumstances of contract negotiation and formation, focusing on oppression or surprise due to unequal bargaining power.  Oppression occurs where a contract involves lack of negotiation and meaningful choice, surprise where the allegedly unconscionable provision is hidden within a prolix printed form.  When the contract is a contract of adhesion imposed and drafted by the party with superior bargaining power, the adhesive nature of the contract is evidence of some degree of procedural unconscionability. However, the fact that an agreement is adhesive is not, alone, sufficient to render it unconscionable.”  (Malone v. Superior Court (2014) 226 Cal.App.4th 1551, 1561.)

            “The term contract of adhesion signifies a standardized contract, which, imposed and drafted by the party of superior bargaining strength, relegates to the subscribing party only the opportunity to adhere to the contract or reject it.”  (Armendariz, supra, 24 Cal.4th at p. 113.)  Thus, a form agreement presented on a preprinted form and offered on a take-it-or-leave-it-basis would render it a contract of adhesion.  (Baltazar, supra, 62 Cal.4^th at p. 1245.)  Where a contract of adhesion is presented but there is no element of surprise or oppression, the Court must be “particularly attuned” to a claim of unconscionability, but the agreement is “not subject[ed] to the same degree of scrutiny as contracts of adhesion that involve surprise or other sharp practices.”  (Ibid.) 

            “The circumstances relevant to establishing oppression include, but are not limited to (1) the amount of time the party is given to consider the proposed contract; (2) the amount and type of pressure exerted on the party to sign the proposed contract; (3) the length of the proposed contract and the length and complexity of the challenged provision; (4) the education and experience of the party; and (5) whether the party's review of the proposed contract was aided by an attorney.”  (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 126–127.)

            Plaintiff argues the Arbitration Agreement is oppressive because the Arbitration Agreement “only states that the claims will be arbitrated in either JAMS or Judicate West's arbitration forums and limits written discovery and depositions,” and Defendant failed to communicate any of the Arbitration’s procedural rules and information to the Plaintiff prior to signing. (Oppo., pp. 2–4.).  Plaintiff reliance on, Gutierrez v. Autowest, Inc., Harper v. Ultimo, and Penilla v. Westmont, Corp. is misplaced.

In Gutierrez, the Court found procedural unconscionability through substantial evidence of the existence of an adhesion contract—the lease was presented on a “take or leave it basis,” the “Plaintiffs were given no opportunity to negotiate any of the preprinted terms in the lease,” and the  “arbitration clause was particularly inconspicuous, printed in eight-point typeface on the opposite side of the signature page of the lease.” (Gutierrez v. Autowest, Inc. (2003) 114 Cal.App.4th 77, 89, as modified on denial of reh'g (Jan. 8, 2004).) Here, the Arbitration Agreement is a separate agreement, with the words “ARBITRATON AGREEMENT” bolded, centered and in all caps at the top of the separate agreement. Additionally, the language the agreement clearly states that the Plaintiffs was not required to sign the arbitration agreement for the Plaintiff to receive care and treatment, and this information was also explained to the Plaintiff by Cortez prior to signing the agreement.

In Harper, the Court there found procedural and substantive unconscionability through the arbitration clause requiring settlement in accordance with the “remedy-limiting Better Business Bureau arbitration rules that were not attached to the contract.” (Harper v. Ultimo (2003) 113 Cal.App.4th 1402, 1405.) Here, the Arbitration Clause here sets forth that the arbitration will be governed by the rules of JAMS or Judicate West, and although the agreement does not provide the rules of JAMS or Judicate West within the agreement, Plaintiff has not provided any evidence that the JAMS or Judicate West rules are remedy-limiting.

In Penilla, the Court there found the arbitration agreement was procedurally unconscionable “as it failed to disclose prohibitively expensive arbitration fees and was neither provided in a Spanish-language copy nor explained to respondents who did not understand written English.” (Penilla v. Westmont Corp. (2016) 3 Cal.App.5th 205, 209.) These issues do not exist here.  Plaintiff provided no evidence that she could not read, write, or speak English, nor that the fees were exorbitant or unreasonable.

Plaintiff’s argument that she was not offered a meaningful choice or opportunity to understand what she was signing is not supported by any admissible evidence. Additionally, Defendants provide declarations that Plaintiff was informed regarding Plaintiff’s choice to refuse the arbitration agreement and still be allowed treatment, plus the arbitration agreement itself states in bold, centered at the top of the agreement, “Residents shall not be required to sign this arbitration agreement as a condition of admission to this facility or to continue to receive care at the facility.” (Fischler Decl., ¶ 5, Arbitration Agreement.)

  Thus, the Court finds that there is no procedural unconscionability.  Even if the Court were to find minimal procedural unconscionability, Plaintiff must show substantive unconscionability  to “render an agreement unenforceable”. (Roman, supra, 172 Cal.App.4th at p. 1471 [“whatever measure of procedural unconscionability may be present in this case involving an adhesive employment agreement between parties with unequal bargaining power, procedural unconscionability alone does not render an agreement unenforceable. There must also be some measure of substantive unconscionability.”].).

                                                  ii.     Substantive Unconscionability

Substantive unconscionability focuses on the terms of the agreement and whether those terms are “so one sided as to “’shock the conscience.’” (Kinney v. United Healthcare Services, Inc. (1999) 70 Cal. App.4th 1329, 1330.)  “To reiterate, we assess unconscionability with a sliding scale approach. [Citation] In light of the high degree of procedural unconscionability, even a low degree of substantive unconscionability could render the arbitration agreement unconscionable.” (Carmona v. Lincoln Millennium Car Wash, Inc. (2014) 226 Cal.App.4th 74, 85.)

            Plaintiff argues the Arbitration Agreement is substantively unconscionable because the agreement requires Plaintiff to pay the filing fee, plus one half of all other fees and hearing costs if she was to file first. (Oppo., p. 5.) Plaintiff cites to Swain v. LaserAway Medical Group, Inc to support this argument. In Swain, the Court had already found the arbitration agreement to be substantively unconscionable due to the lack of mutuality, but the Court further analyzed that the agreement is also substantively unconscionable because “the arbitration agreement not only included a cost-splitting provision for the arbitration fees, but called for the most expensive kind of arbitration: one with a three-arbitrator panel.” (Swain v. LaserAway Medical Group, Inc. (2020) 57 Cal.App.5th 59, 74, as modified (Nov. 3, 2020).)

            While the Arbitration Agreement here does include a cost-splitting provision, the provision here differs from Swain because it only calls for a single neutral arbitrator and not a panel of three arbitrators, thus bring the arbitration here is not the most expensive kind of arbitration as the case in Swain. Additionally, the Plaintiff in Swain provided evidence of the arbitration costs compared to the Plaintiff’s monthly salary, but here, the Plaintiff only includes a conclusory declaration stating her social security income only and not definitively declaring if this is her only source of monthly income. (Anghioiu Decl., ¶ 3.) There is no lack of mutuality.

            Plaintiff further argues that she was ill and in a vulnerable state while signing the Arbitration Agreement, and therefore she did not understand that she would be waiving her rights to a jury trial. (Anghioiu Decl., ¶ 4.) However, Defendant’s provide evidence that upon admission to the facility, Plaintiff was “alert and oriented x4 and able to make needs known.” (Suppl. Fischler Decl., ¶ 3, Ex. D.) Defendant explains that “x4” means the highest level of alertness. (Reply., at p. 3.) The conclusory declaration provided by Plaintiff that she was ill and vulnerable at the time of signing the Arbitration Agreement is not persuasive.

The Court finds the arbitration agreement is not substantively unconscionable. Plaintiff does not provide any evidence to show that the agreement terms “shock the conscience.” (Kinney, supra,  70 Cal. App.4th at p. 1330.)   Plaintiff has not met her burden to prove a defense to the enforcement of the arbitration agreement.

Defendant’s Motion to Compel Arbitration is GRANTED.

III.           Stay pending resolution of arbitration pursuant to CCP §1281.4 

            “If a court of competent jurisdiction, whether in this State or not, has ordered arbitration of a controversy which is an issue involved in an action or proceeding pending before a court of this State, the court in which such action or proceeding is pending shall, upon motion of a party to such action or proceeding, stay the action or proceeding until an arbitration is had in accordance with the order to arbitrate or until such earlier time as the court specifies.” (Code Civ. Proc., § 1281.4.)

The action is stayed pending resolution of arbitration pursuant to CCP §1281.4.