Judge: Ralph C. Hofer, Case: 22GDCV00710, Date: 2023-03-17 Tentative Ruling

Case Number: 22GDCV00710    Hearing Date: March 17, 2023    Dept: D

TENTATIVE RULING

Calendar: 7
Date: 3/17/2023
Case No. 22 GDCV00710 Trial Date:  None Set 
Case Name: Miranda-Trujillo v. Ford Motor Company

MOTION TO COMPEL ARBITRATION

Moving Party: Defendant Ford Motor Company  
Responding Party: Plaintiff Ruben Miranda-Trujillo     

RELIEF REQUESTED:
Order compelling arbitration of the claims between plaintiff and defendant and to dismiss or stay the litigation pending completion of the arbitration
 
SUMMARY OF FACTS:
Plaintiff Ruben Miranda-Trujillo alleges that in January of 2020 plaintiff purchased a 2019 Ford F-350 vehicle for which defendant Ford Motor Company issued a written warranty, by which Ford Motor Company agreed to preserve or maintain the utility or performance of the vehicle or provide compensation if there was a failure in such utility or performance. Plaintiff alleges that the warranty was not issued by the selling dealership, and that plaintiff received from defendant Ford Motor Company various warranties, including a bumper-to-bumper warranty, powertrain warranty, and various emissions warranties.     

Plaintiff alleges that the vehicle was delivered to plaintiff with serious defects and nonconformities to warranty and developed other serious defects or nonconformities to warranty, including steering, suspension, electrical, engine and emission system defects. 

Plaintiff alleges that the defects and nonconformities to warranty manifested themselves within the express warranty period, and substantially impair the use, value, or safety of the vehicle.  Plaintiff delivered the vehicle to defendant’s authorized repair facilities for repair of the nonconformities, and defendant has been unable to conform plaintiff’s vehicle to the applicable express warranties after a reasonable number of attempts.  Plaintiff also alleges that notwithstanding plaintiff’s entitlement, defendant has failed to either promptly replace the vehicle or promptly make restitution in accordance with the Song-Beverly Act. 

The complaint alleges three causes of action under the Song-Beverly Consumer Warranty Act, for Breach of Express Warranty, Breach of Implied Warranty, and Violation of the Song-Beverly Act Section 1793.2 (b). 

ANALYSIS:
Defendant Ford Motor Company (Ford) brings this motion seeking an order compelling plaintiff to arbitrate this matter.  

CCP § 1281.2 , governing orders to arbitrate controversies, provides, in pertinent 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, unless it determines that:
(a) The right to compel arbitration has been waived by the petitioner; or
(b) Grounds exist for rescission of the agreement.” 

Under the Federal Arbitration Act, arbitration agreements “shall be valid, irrevocable and enforceable, save upon such grounds that exist at law or in equity for the revocation of a contract.”   9 U.S.C. section 2. 

Generally, there is a strong public policy in favor of arbitration of disputes and any doubts concerning the scope of arbitrable disputes should be resolved in favor of arbitration.  Moncharsh v. Heily & Blase (1992) 3 Cal.4th 1, 9 (“courts will ‘indulge every intendment to give effect to such proceedings.’”) (quotation omitted).  However, it is also recognized that arbitration is “strictly a matter of consent.”  Granite Rock Co. v. International Broth. of Teamsters (2010) 561 U.S. 287, 299, quotation omitted; Sandquist v. Lebo Automotive, Inc. (2016) 1 Cal.5th 233, 252; Civil Code section 1648 (a contract “extends only to those things concerning which it appears that the parties intended to contract.”)  Accordingly, “[t]he strong public policy in favor of arbitration does not extent to those who are not parties to an arbitration agreement.”  Comedy Club, Inc. v. Improv West Associates (9th Cir. 2009) 553 F.3d 1277, 1287, quoting Buckner v. Tamarin (2002, 2nd Dist.) 98 Cal.App. 4th 140, 142; see also, Engineers & Architects Assn. v. Community Development Dept.  (1994, 2nd Dist.) 30 Cal.App.4th 644, 653.  

In this case, defendant has submitted a copy of a Retail Installment Sale Contract between Sunrise Ford as Seller-Creditor and Ruben Miranda-Trujillo, as Buyer.  [Won Decl., para. 6, Ex. B].  This Sale Contract includes an Arbitration Provision. [Ex. B, final page].  T1, p. 7 of 7].  Plaintiff in opposition relies on what appears to be the same Sale Contract.  [Pakbaz Decl., Ex. 9].  The headings on both of the form contracts is cut off in the copies submitted to the court.  The court will nevertheless refer to what appears to be a standard Retail Sale Installment Contract as the “Sale Contract.”  Sunrise Ford, the party named as Seller-Creditor in the Sale Contract, and which executed the Sale Contract, has not been named as a party to this action.

As a preliminary matter, the moving papers argue that the question of arbitrability is for the arbitrator to decide once it is shown that a valid arbitration agreement exists which can be enforced.   As discussed elsewhere, defendant has not established that a valid arbitration exists which may be enforced by the moving party.   

In any case, defendant argues that the arbitrability determination should be made by the arbitrator, as the arbitration agreement states that claims subject to arbitration include, “the interpretation and scope of this Arbitration Provision, and the arbitrability of the claim or dispute.” [Ex. B, Arbitration Provision].

  However, an agreement to submit arbitrability to an arbitrator must contain clear and unmistakable evidence that the parties agreed to arbitrate arbitrability, and in cases such as this one, involving non-signatories to such an arbitration agreement, the agreement does not meet this standard.  In Kramer v. Toyota Motor Corp. (9th Cir. 2013) 705 F.3d 1122, the Ninth Circuit noted that while the arbitration agreements in that case may have constituted agreements to arbitrate arbitrability with the contractual party dealership, that was not the case as to the non-signatories:
“Given the absence of clear and unmistakable evidence that Plaintiffs agreed to arbitrate arbitrability with nonsignatories, the district court had the authority to decide whether the instant dispute is arbitrable. See United Bhd. of Carpenters and Joiners of Am. v. Desert Palace, Inc., 94 F.3d 1308, 1310 (9th Cir.1996).”
Kramer, at 1127.   

The Second District in Benaroya v. Willis (2018) 23 Cal.App.5th 462, similarly found that the trial court had improperly confirmed an arbitration award, holding that only the court and not the arbitrator had authority to determine whether a non-signatory to an arbitration could be compelled to arbitrate.   Benaroya, at 810.  The Second District in Benaroya held, “The question of whether a nonsignatory is a party to an arbitration agreement is one for the trial court in the first instance.”  Benaroya, at 469, quoting American Builder's Assn. v. Au-Yang (1990, 2nd Dist.) 226 Cal.App.3d 170, 179.   

Since this matter involves an attempt to enforce an arbitration provision by a non-signatory, this court accordingly makes the determination concerning arbitrability.   

The arbitration clause set forth in the Retail Installment Sale Contract provides, in pertinent part:
“ARBITRATION CLAUSE PROVISION
PLEASE REVIEW—IMPORTANT—AFFECTS YOUR LEGAL RIGHTS
1. EITHER YOU OR WE MAY CHOOSE TO HAVE ANY DISPUTE BETWEEN US DECIDED BY ARBITRATION AND NOT IN COURT OR BY JURY TRIAL….

Any claim or dispute, whether in contract, tort, statute, or otherwise (including the interpretation and scope of this Arbitration Provision, and the arbitrability of the claim or dispute), between you and us or our employees, agents, successors or assigns, which arises out of or relates to your credit application, purchase or condition of this vehicle, this contract or any resulting transaction or relationship (including any such relationship with third parties who do not sign this contract) shall, at your or our election, be resolved by neutral, binding arbitration and not by a court action.”
[Won Decl., para. 6, Ex. B, Retail Installment Sale Contract, final page, emphasis in original].

As noted above, the parties and signatories to this Sale Contract are Seller-Creditor, Sunrise Ford, and the Buyer, Ruben Miranda-Trujillo.  Moving defendant is not named as a party to this Sale Contract and did not sign it.  [See Ex. B]. 

Defendant Ford concedes that it is a non-signatory to the Sale Contract.     
 
Defendant argues that while it did not sign the Sale Contract, it can enforce the Arbitration Provision under the doctrine of equitable estoppel because plaintiff’s claims against defendant arise out of and are intertwined with the obligations of the Sale Contract.       

With respect to the argument by defendant that it is entitled to enforce the arbitration provision based on equitable estoppel, in Boucher v. Alliance Title Co. (2005) 127 Cal.App.4th 262 the Second District found that a non-signatory defendant could invoke an arbitration clause to compel a signatory plaintiff to arbitrate its claims “when the causes of action against the non-signatory are ‘intimately founded in and intertwined’ with the underlying contract obligations.”  Boucher, at 272. 

Defendant cites to Metalclad Corp. v. Ventana Environmental Organizational Partnership (2003) 109 Cal.App.4th 1705, in which the court of appeal reversed an order denying a motion to compel arbitration, observing with respect to equitable estoppel in such a context:
“Equitable estoppel precludes a party from asserting rights 'he otherwise would have had against another' when his own conduct renders assertion of those rights contrary to equity." (Schwabedissen, supra, 206 F.3d at pp. 417–418.) In the arbitration context, a party who has not signed a contract containing an arbitration clause may nonetheless be compelled to arbitrate when he seeks enforcement of other provisions of the same contract that benefit him. (Id. at p. 418; NORCAL Mutual Ins. Co. v. Newton (2000) 84 Cal.App.4th 64, 81 [100 Cal. Rptr. 2d 683] (NORCAL).)
Metalclad, at 1713.

Defendant argues it can compel plaintiff to arbitrate the claims in the complaint based on equitable estoppel, relying on Felisilda v. FCA US LLC (2000) 53 Cal.App.5th 486, in which the court of appeal found that the trial court had not erred in granting a motion to compel arbitration of a Song-Beverly Act claim which plaintiffs had filed against both the dealer who had sold them the subject vehicle and the vehicle manufacturer who had undertaken express warranties concerning the utility and performance of the vehicle.  The court of appeal found that the arbitration provision in that case supported the trial court’s order despite plaintiffs’ argument that the manufacturer was not a signatory to the sales contract.  

The sales contract in the Felisilda case included language similar to the language in the Sale Contract in this case, including the language quoted above. 

The court of appeal found that in the circumstances before it, in which the signatory dealership had moved to compel arbitration of the entire action and the manufacturer did not oppose that motion, the trial court had correctly ordered that the entire matter be submitted to arbitration.  Felisilda, at 496, italics in original.
Defendant argues that under the equitable estoppel argument, plaintiff’s claims against non-signatory Ford here are properly ordered to arbitration, as plaintiff alleges violations of the Song-Beverly Act with stem from issues with the vehicle, and all purported wrongful conduct is alleged to have arisen out of plaintiff’s purchase of the vehicle.  Defendant argues that if plaintiff had not entered into the Sale Agreement, he would not have received the vehicle or the corresponding warranties and certifications from Ford, that the duty to comply with the warranties arose only after plaintiff purchased the vehicle, and that plaintiff’s claims are intimately founded in and intertwined with the underlying contract.   

Defendant also argues that the arbitration provision in the Sale Contract specifically states that either party to the Sale Contract may elect to enforce arbitration for any claims arising out of “any such relationship with third parties who do not sign the contract. 

Plaintiff in opposition points out that the case here is distinguishable from Felisilda on the ground there is no involvement of the dealership, and no claims are brought jointly against the manufacturer and the dealership.  Instead, plaintiff here seeks to enforce the warranties owed by the manufacturer independently of the rights and duties set forth under the Sale Contract. As noted above, and argued in the opposition, in Felisilda, the dealer defendant from which the vehicle was obtained moved to compel arbitration, falling squarely within the parties defined in the sales contract with standing to compel arbitration, that is, “YOU,” the buyer, or “US,” defined as the seller.  The dealer was the seller in that case, but there has been no motion to compel arbitration by the dealer which is the seller here.  Plaintiff argues that the manufacturer Ford here is unable to arbitrate Song-Beverly claims unless it is riding on the coattails of a signatory defendant, and that here there is no involvement of the seller, but the breach of warranty claims are exclusively and solely against Ford the manufacturer.    

Plaintiff points out that the complaint here does not reference, let alone rely on the financing agreement contained in the Sale Contract, but relies on the separately issued warranty from the manufacturer. Plaintiff argues that he has sued to enforce any terms of the Sale Contract, but instead asserts statutory claims for violation of the Song-Beverly Act.  Plaintiff argues that unrelated to any terms of the Sale Contract, which imposes obligations between plaintiff as buyer and Sunset Ford as seller-creditor, the vehicle was covered by Ford’s written warranties, and its warranty and duty to repair the vehicle do not depend in any way on the terms of the Sale Contract.   

Plaintiff notes that the Ninth Circuit has recently distinguished Felisilda on this ground in reversing the district court’s granting of a manufacturer’s motion to compel arbitration:
“The plaintiffs in Felisilda purchased a used 2011 Dodge Grand Caravan from the Elk Grove Dodge dealership and signed a purchase agreement containing an arbitration provision that was virtually identical to the one Ngo signed. See id. After discovering “serious defects” with the car, the Felisildas sued both the dealership and the manufacturer. Id. at 491, 266 Cal.Rptr.3d 640. The dealership moved to compel arbitration. Id. at 489, 266 Cal.Rptr.3d 640. After the manufacturer filed a notice of non-opposition, the trial court compelled arbitration. Id. at 491, 266 Cal.Rptr.3d 640. The Felisildas then dismissed the dealership, and the district court ordered it to arbitrate with the manufacturer alone. Id. at 499, 266 Cal.Rptr.3d 640. The California Court of Appeal affirmed. Id.

It makes a critical difference that the Felisildas, unlike Ngo, sued the dealership in addition to the manufacturer. In Felisilda, it was the dealership—a signatory to the purchase agreement—that moved to compel arbitration rather than the non-signatory manufacturer. See id. at 489, 266 Cal.Rptr.3d 640 (“Relying on the retail installment sales contract ... signed by the Felisildas, Elk Grove Dodge moved to compel arbitration.”). Furthermore, the Felisildas dismissed the dealership only after the court granted the motion to compel arbitration. Accordingly, Felisilda does not address the situation we are confronted with here, where the non-signatory manufacturer attempted to compel arbitration on its own. We therefore decline to affirm on the ground of equitable estoppel.
Ngo v. BMW of North America, LLC (9th Cir. 2022) 23 F.4th 942, 950, italics in the original.     

In this case, it is clear that the dealership is not named or pursued in this action, and is not seeking to compel arbitration, but the motion is brought by the manufacturer alone without implicating other parties.  The distinction would also apply here to justify denying the motion. 

Plaintiff points out that the Ngo decision embodies the substantial of body of published cases which since the ruling in Felisilda have found that the reasoning did not apply where the signatory dealership was not part of the action.  See, e.g., Messih v. Mercedes-Benz USA, LLC (N.D.Cal. 2021) 2021 WL 2588977, at 10-11; Ruderman v. Rolls Royce Motor Cars, LLC (C.D.Cal. 2021) 511 F.Supp.3d 1055, 1060 Safley v. BMW of North America, LLC (S.D.Cal., Feb. 5, 2021) 2021 WL 409722, at 7-8; Nation v. BMW of North America, LLC (C.D.Cal. 2020) 2020 WL 7868103, at 4.

  Both sides cite to Kramer v. Toyota Motor Corp. (9th Cir. 2013) 705 F.3d 1122, Kramer v. Toyota Motor Corp. (9th Cir. 2013) 705 F.3d 1122, which suggests that the appropriate analysis here would conclude that in a case such as this one, where there is no mention of or reliance on the Sale Contract to support the statutory claims based on the manufacturer’s responsibility under separate warranty obligations relating to defects in the vehicle, the requisite intertwining, and equity are not present.  

The Ninth Circuit in Kramer observed:
“Looking to California contract law, the correct analysis is whether Plaintiffs would have a claim independent of the existence of the Purchase Agreement (equitable estoppel applies “when the signatory must rely on the terms of the written agreement in asserting its claims against the nonsignatory,” Goldman, 173 Cal.App.4th at 222, 92 Cal.Rptr.3d 534(emphasis added), or “when the causes of action against the nonsignatory are intimately founded in and intertwined with the underlying contract obligations,” Jones, 195 Cal.App.4th at 20, 125 Cal.Rptr.3d 522 (emphasis added)), not whether the court must look to the Purchase Agreement to ascertain the requested relief. The emphasis of the case law is unmistakably on the claim itself, not the relief. Despite Toyota's focus on Plaintiffs' relief, Toyota offers no cases to support Toyota's proposed application.

Here, Plaintiffs' claims are premised on California consumer law, unfair competition, false advertising, breach of the implied warranty of merchantability, and breach of contract. In order for Toyota's equitable estoppel argument to succeed, Plaintiffs' claims themselves must intimately rely on the existence of the Purchase Agreements, not merely reference them. Toyota is correct that Plaintiffs' claims presume a transaction involving a purchase of a Class Vehicle. The claims do not, however, rely upon the existence of a Purchase Agreement. For illustration, a consumer who purchased a vehicle with cash instead of credit would still state a claim for which relief could be granted, absent a Purchase Agreement. In this regard, the facts resemble the facts of Goldman and Mundi, in which Plaintiffs' claims arose independently of the terms of the agreements containing arbitration provisions. Moreover, we note that Plaintiffs' First Amended Complaint never actually references the Purchase Agreement, either in the prayer for relief or otherwise.
Kramer, at 1131-1132, italics in original.

Similarly, in this case, plaintiff’s claims are not rooted in the Sale Contract, there is no reliance on any contract terms from the Sale Contract in the claims against defendant Ford, and all of plaintiff’s claims would be the same had plaintiff not financed the purchase of the vehicle, but obtained the vehicle in some other manner.  

Overall, considering the underlying basis of the equitable indemnity doctrine, as emphasized in Metalclad, above, upon which defendant relies, this situation does not appear to be a case where plaintiff’s own conduct renders assertion of plaintiff’s rights contrary to equity, that is where plaintiff is seeking enforcement of other provisions of the same contract that benefit her.  See Metalclad, quoted above, at 1713. 

This situation is not a case where plaintiff is seeking to simultaneously invoke the duties and obligations of any defendant under the Sale Contract while simultaneously seeking to avoid the arbitration provision of that Contract.    

The motion to compel arbitration on this ground accordingly is denied. 

Plaintiff in opposition also argues at great length that defendant as a non-signatory cannot meet the substantial burden of establishing that it may enforce the Arbitration Provision as a third party beneficiary of the Sale Contract.   

Defendant Ford has not made a clear argument in the moving papers asserting this theory, and with respect to third party beneficiary status, the California Supreme Court has set forth the following test for determining if a party may be recognized as a third-party beneficiary:
‘[A] review of this court's third party beneficiary decisions reveals that our court has carefully examined the express provisions of the contract at issue, as well as all of the relevant circumstances under which the contract was agreed to, in order to determine not only (1) whether the third party would in fact benefit from the contract, but also (2) whether a motivating purpose of the contracting parties was to provide a benefit to the third party, and (3) whether permitting a third party to bring its own breach of contract action against a contracting party is consistent with the objectives of the contract and the reasonable expectations of the contracting parties. All three elements must be satisfied to permit the third party action to go forward.”
Goonewardene v. ADP, LLC (2019) 6 Cal.5th 817, 829-830.  

Defendant does not attempt to establish any of these elements, other than a vague argument that the language of the Sale Contract included relationships with third parties who do not sign the contract, and that plaintiff’s purchase of the vehicle, memorialized by the Sale Contract, resulted in a warranty relationship with Ford.  

Plaintiff in opposition argues that defendant Ford as manufacturer fails to establish these elements.  Plaintiff argues that the Sale Contract Arbitration Provision expressly encompasses only claims between “you,” defined as “the Buyer (and Co-buyer, if any)” and “we” or “us,” defined as the “Seller-Creditor,” or Sunrise Ford, the dealership from which plaintiff purchased the vehicle and obtained financing.  [See Ex. B, first page, final page].  Plaintiff argues that by limiting the parties who could enforce the arbitration clause to plaintiff and Sunrise Ford, the arbitration provision demonstrates an intent not to benefit defendant, or anyone else falling outside the Sale Contract’s definitions of “you” and “we.”  

Overall, it does not appear that permitting defendant manufacturer to enforce the clause would be consistent with the objectives of the contract, and not violate the reasonable expectations of the contracting parties.  The objective of the Sale Contract here was to finance plaintiff’s vehicle purchase, and the objective of the arbitration clause specifically was to enable, “you” and “us,” plaintiff and Sunrise Ford, to choose to arbitrate disputes.   Allowing defendant Ford to take advantage of the arbitration provision would not effectuate either of these objectives.   

In sum, the purchase of the vehicle from an entirely separate party, when the contractual language expressly limits those who can choose to arbitrate to the seller and the buyer, does not satisfy the elements required to invoke third party beneficiary status.  

Plaintiff again cites to Ngo v. BMW of North America, LLC (USDC., 9th Cir. 2022) 23 F.4th 942, discussed above, in which the Ninth Circuit reversed the district court’s granting of a manufacturer’s motion to compel arbitration based on an arbitration provision very similar to the form contract provision at issue here.  With respect to the argument that the manufacturer in that case was an intended third-party beneficiary, the Ninth Circuit found that defendant manufacturer had failed to establish any of the required elements to demonstrate it was a third-party beneficiary. 

In Ngo, the complaint named only the manufacturer BMW as a defendant, which was not a signatory to the purchase agreement plaintiff had entered into with the dealership because, as in this case, the dealership financed plaintiff’s purchase of the vehicle.   

The Ninth Circuit concluded that the manufacturer had failed to establish in that case that it was a third party which in fact benefitted from the contract, setting forth the “you” and “we” designations in that case from the same form used here, and noting that in that case, the arbitration provision through this language expressly provided that only three parties, plaintiff, the dealership, and, in that case, the assignee, could compel arbitration, and that arbitrable disputes were limited to the dealership’s employees, agents, successors, or assigns, which did not include BMW.   The Ninth Circuit reasoned:
“That BMW could, at some point down the line, receive some benefit if the arbitration clause were read to extend to the manufacturer is of no moment: incidental or secondary benefit is not sufficient. See Lucas, 56 Cal. 2d at 590, 15 Cal.Rptr. 821, 364 P.2d 685. The clause is pellucid that only three parties may compel arbitration, none of which is BMW. Language limiting the right to compel arbitration to a specific buyer and a specific dealership (and its assignees) means that extraneous third parties may not compel arbitration. See Kramer v. Toyota Motor Corp., 705 F.3d 1122, 1128 (9th Cir. 2013) (finding similar language to evince the buyer's intent to arbitrate with the expressly named parties and no one else); see also Safley v. BMW of N. Am., LLC, No. 20-cv-00366-BAS-MDD, 2021 WL 409722, at *5–6 (S.D. Cal. Feb. 5, 2021); Qi Ling Guan v. BMW of N. Am., LLC, No. 20-cv-05025-MMC, 2021 WL 148202, at *2 (N.D. Cal. Jan. 15, 2021); Manuwal v. BMW of N. Am., LLC, No. CV 20-2331 DSF, 484 F. Supp. 3d 862, 868 (C.D. Cal. 2020). Any benefit that BMW might receive from the clause is peripheral and indirect because it is predicated on the decisions of others to arbitrate. BMW therefore fails to meet the first prong of the Goonewardene test.
Ngo, at 947.

Here, it is also clear that only two parties can elect arbitration, plaintiff and the dealership, so that any benefit Ford would receive from the arbitration provision would be indirect as predicated on the decisions of others to arbitrate.    

The Ninth Circuit in Ngo also found that BMW had failed to establish that the contracting parties had the “motivating purpose” of providing a benefit to the manufacturer such as had been recognized in case law in cases involving agreements to draft wills or manage trusts or mutual funds, “arrangements inherently formed with third parties in mind.”  The court reasoned that, in contrast:
“the vehicle purchase agreement in question was drafted with the primary purpose of securing benefits for the contracting parties themselves. In such an agreement, the purchaser seeks to buy a car, and the dealership and assignees seek to profit by selling and financing the car. Third parties are not purposeful beneficiaries of such an undertaking.

The text of the arbitration clause supports this conclusion. It provides that claims and disputes “which arise[ ] out of or relate[ ] to your credit application, purchase or condition of this Vehicle, this contract or any resulting transaction or relationship (including any such relationship with third parties who do not sign this contract) ... shall, at your or our election, be resolved by neutral, binding arbitration.” (emphasis added). Though the language allows for arbitration of certain claims concerning third parties, it still gives only Ngo, the dealership, and the assignee the power to compel arbitration. Nothing in the clause or, for that matter, in the purchase agreement reflects any intention to benefit BMW by allowing it to take advantage of the arbitration provision.
 Ngo, at 947-948, italics in original. 

Here, the Sale Contract is similarly an arrangement pursuant to which plaintiff as the buyer sought to purchase and finance a car, and the dealership sought to profit by selling and financing the car.  The arbitration provision itself similarly gives only plaintiff and the dealership the power to compel arbitration, not the manufacturer, and defendant has pointed to no other language or circumstances to distinguish this case from this analysis. 

 The Ninth Circuit in Ngo also interpreted this contractual language to establish that the third element had not been met, that is, that permitting the third party to enforce the contract must be consistent with the objectives of the contract and the reasonable expectations of the contracting parties, concluding:
“Nothing in the contract here evinces any intention that the arbitration clause should apply to BMW. The arbitration clause's enforcement provisions are limited to the dealership, the assignee, and Ngo. The compelling inference from this arrangement is that the parties knew how to give enforcement powers to non-signatories when they wished to do so but gave none to BMW.”
Ngo, at 948. 

The motion here accordingly is denied with respect to any implied argument that defendant is a third-party beneficiary of the arbitration provision.  

As defendant has failed to establish it is entitled as a non-signatory to enforce the arbitration provision on any grounds asserted, the motion is denied in its entirety. 

RULING:  
Defendant Ford Motor Company’s Motion to Compel Arbitration and Stay the Case is DENIED. 

Request for Judicial Notice in Support of Ruben Miranda-Trujillo’s Opposition to Defendant Ford Motor Company’s Motion to Compel Arbitration is GRANTED as to Exhibit 1, and DENIED as to Exhibit 2, which is a tentative ruling in an unrelated matter in the San Bernardino Superior Court, and has not been considered by the Court in this matter. 


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