TENTATIVE ORDER

Defendant Jamra Jamra & Hanasab LLP’s Motion to Compel Arbitration and to Stay Action [CCP § 1281.2] is DENIED.

Defendant Jamra Jamra & Hanasab LLP to give notice.

REASONING

Request for Judicial Notice

Defendant Jamra Jamra & Hanasab LLP (“Defendant”) requests judicial notice of an order after hearing issued in Los Angeles Superior Court Case No. 19STFL03288 (Morgan v. Morgan). Defendant’s request is GRANTED pursuant to Evidence Code section 452, subdivision (d).

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.” (Eng’rs & Architects Ass’n v. Cmty. Dev. Dep’t (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”].)

On January 17, 2022, Plaintiff electronically signed a Retainer Agreement between the parties, stating as follows:

A. You agree that any dispute or controversy between you and JJH regarding the construction, application or performance of any services under this Agreement, and any claim arising out of or relating to this Agreement or its breach, shall be submitted to binding arbitration (and not by a lawsuit or resort to court process except as California law provides for judicial review and/or confirmation of arbitration proceedings) upon the written request of one party after the service of that request on the other party.

(Mot., Hanasab Decl. ¶ 9, Ex. 6.) The agreement then sets forth the terms of the arbitration at length. (Ibid.) Plaintiff does not dispute that he signed this agreement. It follows that Defendant has met its burden of showing an arbitration agreement exists between the parties.

Plaintiff argues that the agreement is unenforceable because it is both procedurally and substantively unconscionable because it was a contract of adhesion, the sharing of fees and costs violates standing law, Defendant’s ability to collect fees violates law, the agreement has an unenforceable punitive damages waiver, the agreement includes unclear terms, and the agreement is voidable due to Defendant’s conduct. The Court need not rule on any of these arguments because arbitration is unworkable due to the potential for inconsistent outcomes. Notably, the agreement at issue is between Plaintiff and Defendant, which leaves four codefendants outside the scope of the agreement. Defendant provides no meaningful argument as to the propriety of the other defendants invoking this agreement, as it includes only a heading stating that the other four may invoke the provision because Hanasab was acting as an agent of the firm. First, this argument fails to address that there are three other defendants, but more importantly, none of the codefendants have moved to compel arbitration. 

Defendant cannot require Plaintiff to submit to arbitration with Hanasab, Jamra, Jamra, and Malatjalian where they have not so moved. There simply is no authority to support sending a nonmoving codefendant to arbitration, and the docket does not show an answer or responsive pleading having been filed by the nonmoving codefendants, such that the Court cannot conclude all parties may be subject to an agreement to arbitrate. It follows that splitting this action between the superior court and arbitration may defeat the purposes of the arbitration statute (Code Civ. Proc., § 1281.2), as it would duplicate efforts and increase costs where the claims against Defendant are intertwined with the claims against the other codefendants. (See Abaya v. Spanish Ranch I, L.P. (2010) 189 Cal.App.4th 1490, 1497 [“The legislative history of section 1281.2 defines the problem the Legislature intended to address: ‘In actions involving multiple parties with related claims, where some claimants agree to arbitrate their differences and others remain outside the agreement, arbitration is unworkable’”].) Plaintiff alleges that all defendants are liable for legal malpractice, breach of fiduciary duty, and breach of contract in their capacity as Plaintiff’s lawyers in a single family law action, which leads to the Court to conclude that the claims against the five defendants are substantially intertwined, and litigating in two forums would require the parties to duplicate their efforts while risking inconsistent outcomes. 

The Court is not inclined to determine whether it would be proper to order Plaintiff to arbitrate her claims with four codefendants who have not so moved. Accordingly, Defendant Jamra Jamra & Hanasab LLP’s Motion to Compel Arbitration and to Stay Action [CCP § 1281.2] is DENIED.

Evidentiary Objections

Defendant objects to certain statements within the declaration of Jason Morgan. The Court declines to rule on these objections, as the evidence was not material to the Court’s ruling herein.