TENTATIVE ORDER

Defendants Stadco LA, LLC and Apex Security Group, Inc.’s Petition to Compel Arbitration and Dismiss or Stay This Action Pending Completion of Arbitration is DENIED.

Defendants Stadco LA, LLC and Apex Security Group, Inc. to give notice.

REASONING

Request for Judicial Notice

Defendants Stadco LA, LLC and Apex Security Group, Inc. (“Defendants”) requests judicial notice of Plaintiffs Benjamin Berenji and Matthew Berenji (“Plaintiffs”)’s complaint in this action. Defendant’s request is GRANTED pursuant to Evidence Code section 452, subdivision (d).

Analysis

Defendants move to compel Plaintiffs to submit to arbitration on the ground that Plaintiff Benjamin Berenji signed a Los Angeles Rams season ticket holder license agreement to submit all disputes arising out of his license to arbitration. Defendant Los Angeles Rams, LLC has joined Defendants’ motion to compel arbitration. Plaintiff oppose the motion on the grounds that Plaintiff Benjamin Berenji’s claims are outside the scope of the arbitration provision, there is no basis to compel Plaintiff Matthew Berenji to arbitrate his claims, there is no basis to compel Plaintiffs to arbitrate against any party other than Stadco LA, LLC, and Defendants Apex Security Group, Inc. and Los Angeles Rams, LLC waived any right to arbitrate.

“[I]n considering a . . . petition to compel arbitration, a trial court must make the preliminary determinations whether there is an agreement to arbitrate and whether the petitioner is a party to that agreement (or can otherwise enforce the agreement).” (M & M Foods, Inc. v. Pac. Am. Fish Co. (2011) 196 Cal.App.4th 554, 559; see also Giuliano v. Inland Empire Personnel, Inc. (2007) 149 Cal.App.4th 1276, 1284 [“petitioner bears the burden of proving the existence of a valid arbitration agreement by the preponderance of the evidence”].) In deciding a petition to compel arbitration, trial courts must first decide whether an enforceable arbitration agreement exists between the parties, and then determine whether plaintiff’s claims are covered by the agreement. (Omar v. Ralphs Grocery Co. (2004) 118 Cal.App.4th 955, 961.) The burden then shifts to the opposing party to prove, by a preponderance of evidence, a defense to enforcement of the agreement. (Rosenthal v. Great Western Financial Securities Corp. (1996) 14 Cal.4th 394, 413.)

Code of Civil Procedure section 1281 states, “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.” Code of Civil Procedure section 1281.2 provides, 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 thereto refuses to arbitrate such 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; or

(b) Grounds exist for the revocation of the agreement.

(c) A party to the arbitration is also a party to a pending court action or special proceeding with a third party . . . .

“The right to arbitration depends upon contract; a petition to compel arbitration is simply a suit in equity seeking specific performance of that contract.” (Engineers & Architects Association v. Community Development Department (1994) 30 Cal.App.4th 644, 653.) General principles of contract law determine whether the parties have entered a binding agreement to arbitrate. (Chan v. Drexel Burnham Lambert, Inc. (1986) 178 Cal.App.3d 632, 640-641 [“The existence of a valid agreement to arbitrate involves general contract principles”].)

Here, Plaintiff Benjamin Berenji entered into a Los Angeles Rams Stadium Seat License Agreement stating, in part, as follows:

11. CHOICE OF LAW; MANDATORY AND BINDING ARBITRATION; NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS; LIMITATION ON TIME TO MAKE CLAIMS.

PLEASE READ THIS PROVISION CAREFULLY. THIS LICENSE AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN THE PARTIES WILL BE RESOLVED BY BINDING ARBITRATION. LICENSEE IS THUS GIVING UP LICENSEE’S RIGHTS TO GO TO COURT TO ASSERT OR DEFEND ITS RIGHTS UNDER THIS LICENSE AGREEMENT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). THE PARTIES’ RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. THE PARTIES ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. THE ARBITRATOR’S DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. . . .

b) Mandatory and Binding Arbitration. With respect to any and all disputes arising out of or relating to this License Agreement, no matter on what theory, including without limitation, contract, tort, statutory or regulatory, or common law, and including regarding the applicability or validity of this arbitration provision (collectively, “Claims”), the parties agree to negotiate in good faith to achieve a mutually satisfactory resolution. If the parties do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this Section 11 . . . . LICENSEE ACKNOWLEDGES THAT LICENSEE IS GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY . . . . Instead, to the maximum extent permitted by applicable law, all Claims will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act, 9 U.S.C. sections 1-9 (or any successor thereto).

Any court with jurisdiction over the parties may enforce the arbitrator’s award.

. . . [A]ll Claims that cannot be settled through informal negotiation will be adjudicated exclusively through confidential binding arbitration in accordance with the then current Consumer Arbitration Rules of the American Arbitration Association (the “AAA”), or, in the event the AAA declines or is unable to administer the arbitration, by a nationally recognized arbitration forum reasonably selected by Fanfaire. . . . The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction.

(Mot., Forrester Decl. ¶ 6, Ex. 1, at § 10(b).) The agreement states that it is between Stadco LA, LLC as approver, plus three additional parties, Plaintiff Benjamin Berenji as the transferee, and a third party named Robert Miles as transferor. Plaintiff Benjamin Berenji does not dispute that he signed and initialed this agreement. The Court notes that the parties appear to agree that Defendant Los Angeles Rams, LLC did not sign the agreement, which is confusing given The Los Angeles Rams, LLC appear as an approver, but the Court assumes for the purposes of this motion that Defendant Los Angeles Rams, LLC did not sign the agreement. Defendant Apex Security Group, Inc. and Plaintiff Matthew Berenji were also not parties to the agreement.

The Court simply cannot conclude that Plaintiff Benjamin Berenji’s claims are subject to the arbitration agreement. The arbitration provision makes clear that all disputes arising out of the license agreement will be subject to arbitration. It is the Court’s reading of the license agreement as stating that claims flowing from the license itself, such as breach of contract, would be subject to arbitration. The Court is not convinced that a party agrees to arbitrate claims of assault, battery, and false arrest, among others, simply by purchasing season tickets to attend Los Angeles Rams football games. To come to such a conclusion, the Court would have to conclude that assault and battery by security officers can reasonably be expected to flow from an agreement allowing a party to attend Rams games as a season ticket holder, i.e., a season ticket holder should assume that their purchase of a seat license may give rise to assault and battery by security guards. The Court declines to come to such an absurd conclusion without specific language in the contract so stating. (See Hoover v. American Income Life Insurance Co. (2012) 206 Cal.App.4th 1193, 1208 [“For an arbitration clause to operate for individual statutory claims, there must be a clear and unmistakable waiver of a judicial forum”].) 

The Court finds that RN Solution, Inc. v. Catholic Healthcare West (2008) 165 Cal.App.4th 1511, cited by Plaintiffs, is applicable here. In that case, the First District Court of Appeal found it “would [] be an extreme semantic stretch to claim that [a party’s] battery-related claims against [another party] bear a significant relationship to, or have their origin or genesis in the contract” even if the parties would have only been in a position for the offensive conduct to occur because of a business relationship.” (Id. at p. 1523.) It is true that Plaintiff Benjamin Berenji was only subject to the conduct alleged because he was present at the stadium as a season ticket holder. However, the Court also finds it to be a stretch here to conclude that battery claims bear a significant relationship to the contractual agreement of purchasing a season ticket seat license. It would seem that Defendants seek to differentiate season ticket holders from individual game attendees in a way that a season ticket holder should assume he may be subject to assault and battery, and his claim for the same would be subject to arbitration, while an individual game attendee subject to the same conduct alleged in the complaint would be able to move forward to a jury trial because he does not have a contract for a seat with the stadium and team. Given that each of Plaintiffs’ claims allege a physical act of violence against Plaintiffs, the Court finds that Plaintiffs’ claims are not within the scope of the arbitration agreement. Accordingly, Defendants Stadco LA, LLC and Apex Security Group, Inc.’s Petition to Compel Arbitration and Dismiss or Stay This Action Pending Completion of Arbitration is DENIED.