Judge: James A. Mangione, Case: 37-2023-00048237-CU-BC-CTL, Date: 2024-04-19 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

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HALL OF JUSTICE

TENTATIVE RULINGS - April 18, 2024

04/19/2024  09:00:00 AM  C-75 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:James A Mangione

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Civil - Unlimited  Breach of Contract/Warranty Motion Hearing (Civil) 37-2023-00048237-CU-BC-CTL JIMI O BENSON MD INC VS INSYNC HEALTHCARE SOLUTIONS LLC [IMAGED] CAUSAL DOCUMENT/DATE FILED:

Defendant InSync Healthcare Solutions, LLC's Motion to Dismiss is granted.

There is no dispute that the parties entered into a contract, which contains a provision wherein the parties agreed for Hillsborough County, Florida to have exclusive jurisdiction/venue and requires the parties to attend mediation as a pre-condition to filing a lawsuit. Additionally, there is no dispute that Plaintiff did not attend mediation prior to filing the instant lawsuit. Therefore, dismissal of this case is warranted unless the contract is unenforceable. Plaintiff argues that that the contract is unenforceable because it is unconscionable.

For a contract to be unconscionable, both procedural and substantive unconscionability must be present in order for a court to exercise its discretion to refuse to enforce a contract or clause under the doctrine of unconscionability. (Baltazar v. Forever 21, Inc. (2016) 62 Cal. 4th 1237, 1243 (citing Armendariz v. Found. Health Psychcare Servs., Inc. (2000) 24 Cal. 4th 83, 114).) 'An agreement is procedurally unconscionable where there is 'oppression' arising from unequal bargaining power or 'surprise' arising from hidden or buried terms in a long or complex printed form.' (McManus v. CIBC World Mkts. Corp.

(2003) 109 Cal. App. 4th 76, 87.) 'The burden of proving unconscionability rests upon the party asserting it.' (Mills v. Facility Solutions Group, Inc. (2022) 84 Cal.App.5th 1035, 1050 (quotation marks omitted).) Here, Plaintiff has failed to meet its burden to show procedural unconscionability. The Court finds that this is not a 'clickwrap' contract of adhesion. The Agreement itself shows that at least some discussion/negotiation occurred between the parties because the document contains individualized pricing and service selections. Furthermore, the service used to sign the Agreement, PandaDoc.com, contains a comments box in which the parties can discuss the contract prior to executing it. Finally, Plaintiff's failure to review the terms of the contract prior to signing it does not render the contract unenforceable.

The Court need not address Plaintiff's arguments as to substantive unconscionability because both substantive and procedural unconscionability are required. Additionally, because the provisions at issue exist within the Agreement itself and within the Terms and Use Agreement, the Court need not address Plaintiff's arguments that it was not provided actual notice of the Terms and Use Agreement as it is undisputed that Plaintiff received and signed the Agreement.

The minute order is the order of the Court.

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