Judge: Robert B. Broadbelt, Case: 23STCV06652, Date: 2023-12-14 Tentative Ruling

Case Number: 23STCV06652    Hearing Date: December 14, 2023    Dept: 53

Superior Court of California

County of Los Angeles – Central District

Department 53

MOVING PARTIES:             Defendants Miod and Company, LLP, and Jeremy J. Salvador, CPA

RESPONDING PARTY:       Plaintiff Amitiss Nasiri

Motion to Compel Arbitration and Stay Action

The court considered the moving, opposition, and reply papers filed in connection with this motion.

DISCUSSION

Defendants Miod and Company, LLP (“Miod”) and Jeremy J. Salvador, CPA (“Salvador”) (collectively, “Defendants”) move the court for an order (1) compelling plaintiff Amitiss Nasiri (“Plaintiff”) to submit the claims alleged in her Complaint to binding arbitration, and (2) staying this action pending completion of arbitration.

“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 the court finds that the right to compel arbitration has been waived by the petitioner or that grounds exist for rescission of the agreement.¿ (Code Civ. Proc., §¿1281.2.)¿¿ 

“‘ “The party seeking to compel arbitration bears the burden of proving the existence of an arbitration agreement, while the party opposing the petition bears the burden of establishing a defense to the agreement’s enforcement.” ’”¿ (Beco v. Fast Auto Loans (2022) 86 Cal.App.5th 292, 302.)¿ The burden of production as to this finding shifts in a three-step process.¿ (Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 165.)¿ First, the moving party bears the burden of producing prima facie evidence of a written agreement to arbitrate, which can be met by attaching a copy of the arbitration agreement purporting to bear the opponent’s signature. (Ibid.)¿ If the moving party meets this burden, the opposing party bears, in the second step, the burden of producing evidence to challenge its authenticity.¿ (Ibid.)¿ If the opposing party produces evidence sufficient to meet this burden, the final step requires the moving party to establish, with admissible evidence, a valid arbitration agreement between the parties.¿ (Ibid.)¿¿ 

First, the court finds that Defendants have met their burden of producing prima facie evidence of a written agreement to arbitrate between Plaintiff, on the one hand, and defendant Miod, on the other hand.

Defendants have submitted a copy of the October 9, 2020 Engagement Letter, authored and signed by defendant Miod, confirming that Plaintiff retained Miod “to perform certain accounting services in connection with” Plaintiff’s underlying marital dissolution.  (Salvador Decl., Ex. A, Engagement Letter, p. 1.)  The letter includes an arbitration provision (the “Arbitration Provision”) which states, in relevant part, that “[a]ll claims or disputes relating to the determination of the payment of fees under this Agreement shall be settled by binding arbitration administered by the American Arbitration Association . . . .”  (Salvador Decl., Ex. A, Engagement Letter, p. 2.)  The Engagement Letter purports to bear Plaintiff’s signature.  (Salvador Decl., Ex. A, Engagement Letter, p. 3.)  Thus, the court finds that Defendants have submitted prima facie evidence of an arbitration agreement between Plaintiff and Miod.

Second, the court finds that Defendants have not met their burden to show that the Arbitration Provision encompasses the claims alleged in Plaintiff’s Complaint.

“‘“[T]he decision as to whether a contractual arbitration clause covers a particular dispute rests substantially on whether the clause in question is ‘broad’ or ‘narrow.’”’  [Citations.]  A broad clause includes language that requires arbitration of ‘ “ ‘any claim arising from or related to’ ” ’ the agreement.”  (Ahern v. Asset Management Consultants, Inc. (2022) 74 Cal.App.5th 675, 689 [emphasis in original].)  “A narrow clause, on the other hand, typically includes language that requires arbitration of ‘a claim, dispute, or controversy “arising from” or “arising out of” an agreement, i.e., excluding language such as “relating to this agreement” or “in connection with this agreement.” ’  [Citation.]  Narrow arbitration clauses are generally interpreted ‘ “ ‘to be more limited in scope’ ” ’ [citations] and ‘apply only to disputes regarding the interpretation and performance of the agreement’ [citations].”  (Id. at pp. 689-690 [internal citations omitted].)

Here, as set forth above, the Arbitration Provision applies to “[a]ll claims or disputes relating to the determination of the payment of fees under this Agreement . . . .”  (Salvador Decl., Ex. A, Engagement Letter, p. 2.)  The court finds that the Arbitration Provision is narrow.  It does not include language that encompasses “any claim arising from or related to” the engagement letter, as typically included in broad arbitration clauses.  (Ahern, supra, 74 Cal.App.5th at p. 689.)  It also does not include the language typically included in narrow clauses, i.e., language requiring arbitration of claims, disputes, or controversies arising from or arising out of an agreement.  (Ibid.)  The Arbitration Provision at issue here is particularly narrow, because it applies only to claims or disputes “relating to the determination of the payment of fees” under the parties’ agreement.  (Salvador Decl., Ex. A, Engagement Letter, p. 2 [emphasis added].)

Plaintiff has not alleged a claim relating to the “determination of the payment of fees” to Defendants under the parties’ agreement.  (Salvador Decl., Ex. A, Engagement Letter, p. 2 [emphasis added].)  Instead, Plaintiff alleges one cause of action for professional negligence, based on the allegations that Defendants performed their services in a manner below the standard of care by, inter alia, failing to properly appraise Plaintiff’s dental practice, failing to appear at the marital dissolution action, failing to confer with Plaintiff’s retained experts, and acting negligently in providing accounting services to Plaintiff.  (Compl., ¶¶ 17-23, 24-25, 31.) 

The court notes that Defendants argue, in reply, that Plaintiff’s action relates to the determination of the payment of fees because (1) “ascertaining whether accounting services were rendered is a prerequisite to determining whether the payment of fees follows[,]” and                (2) accounting services are intertwined with the payment of fees.  (Reply, p. 2:20-22, 2:27-28.)  The court disagrees.  Plaintiff’s action is not based on a fee dispute between the parties relating to their agreement, but rather whether Defendants were negligent in providing their services to Plaintiff. 

Thus, the court finds that Plaintiff’s cause of action for professional negligence does not relate to the determination of the payment of fees to Defendants under their agreement and therefore is not encompassed by the Arbitration Provision.  (Eminence Healthcare, Inc. v. Centuri Health Ventures, LLC (2022) 74 Cal.App.5th 869, 875 [“Arbitration is strictly a matter of consent and, therefore, a party cannot be required to arbitrate a dispute that it has not agreed to submit to arbitration”].)

The court therefore denies Defendants’ motion to compel Plaintiff to submit the claims alleged in her Complaint to arbitration.

ORDER

            The court denies defendants Miod and Company, LLP, and Jeremy J. Salvador, CPA’s motion to compel arbitration and stay action.

            The court orders plaintiff Amitiss Nasiri to give notice of this ruling.

IT IS SO ORDERED.

DATED:  December 14, 2023

_____________________________

Robert B. Broadbelt III

Judge of the Superior Court