Judge: Upinder S. Kalra, Case: 24STCV02491, Date: 2024-04-24 Tentative Ruling
Case Number: 24STCV02491 Hearing Date: April 24, 2024 Dept: 51
Tentative Ruling
Judge Upinder S.
Kalra, Department 51
HEARING DATE: April
24, 2024
CASE NAME: Dave
Ventrella v. Conner Jadwin, et al.
CASE NO.: 24STCV02491
MOTION
TO COMPEL ARBITRATION
MOVING PARTY: Defendants
Let’s Jett, Inc and Conner Jadwin
RESPONDING PARTY(S): Plaintiff Dave Ventrella
REQUESTED RELIEF:
1. An
Order compelling arbitration and an Order staying the matter pending
arbitration.
TENTATIVE RULING:
1. Motion
to Compel Arbitration is DENIED;
STATEMENT OF MATERIAL FACTS AND/OR PROCEEDINGS:
On January 31, 2024, Plaintiff Dave Ventrella (Plaintiff)
filed a Complaint against Defendants Lets’s Jett, Inc. and Connor Jadwin
(Defendants) with ten causes of action for (1) Breach of Oral Contract, (2)
Breach of implied Covenant of Good faith and Fair Dealing, (3) Constructive
Fraud, (4) Constructive Fraud (5) Conversion (6) Intentional Misrepresentation,
(7) Unfair Competition, Business and Professions Code § 17200, et seq., (8)
Accounting, (9) Unjust Enrichment, and (10) Declaratory Relief.
Plaintiff’s complaint centers around an oral partnership
agreement in which he alleges that he is entitled to forty-nine percent of
shares in Let’s Jet stock based on his contribution to the company.
On March 14, 2024, Defendant Let’s Jett, Inc. (LJI) brought
the instant motion to compel arbitration. Defendant Jadwin joins in support of
the motion. On April 11, 2024, Plaintiff filed an opposition. On April 17,
2024, Defendants filed a reply.
LEGAL STANDARD:
Under California
law, the trial court has authority to compel arbitration pursuant to CCP
§1281.2 where a written agreement for such arbitration exists and one of the
parties refuses to arbitrate.¿ Specifically, the statute provides that, “[o]n
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
arbitrate the controversy exists.”¿ The statute further sets forth four grounds
upon which the trial court may refuse to compel arbitration: (a) the right to
compel arbitration was waived, (b) recission of the agreement, (c) there is a
pending action or special proceeding with a third party, arising out of the
same transaction; and (d) petitioner is a state or federally chartered depository
institution.¿
“[T]he
petitioner bears the burden of proving the existence of a valid arbitration
agreement by the preponderance of the evidence . . . .”¿¿(Giuliano v. Inland Empire Personnel, Inc.¿(2007) 149 Cal.App.4th
1276, 1284¿(Guiliano).)¿“In
determining whether an arbitration agreement applies to a specific dispute, the
court may examine only the agreement itself and the complaint filed by the
party refusing arbitration [citation]. The court should attempt to give effect
to the parties' intentions, in light of the usual and ordinary meaning of the
contractual language and the¿circumstances under which the agreement was
made.”¿¿(Weeks v. Crow¿(1980) 113
Cal.App.3d 350, 353.)¿ “To determine whether a contractual arbitration clause
requires arbitration of a particular controversy, the controversy is first
identified and the issue is whether that controversy is within the scope of the
contractual arbitration clause.”¿¿(Titolo¿v.
Cano¿(2007) 157 Cal.App.4th 310, 316.)¿ “Doubts as to whether an
arbitration clause applies to a particular dispute are to be resolved in favor
of sending the parties to arbitration. The court should order them to arbitrate
unless it is clear that the arbitration clause cannot be interpreted to cover
the dispute.”¿¿(California Correctional
Peace Officers¿Ass'n¿v. State¿(2006) 142 Cal.App.4th 198, 205.)¿¿¿¿
¿
“[A] party
opposing the petition bears the burden of proving by a preponderance of the
evidence any fact necessary to its defense. [Citation.] In these summary
proceedings, the trial court sits as a trier of fact, weighing all the
affidavits, declarations, and other documentary evidence, as well as oral
testimony received at the court's discretion, to reach a final
determination.”¿¿(Giuliano, supra, at
p. 1284.)¿¿
ANALYSIS:
Defendants contend there is a valid written arbitration
agreement because Plaintiff signed the Arbitration Agreement (AA) when he began
his employment. Defendant also contends that the ARC applies to co-defendant
Universal Health Services, Inc. (Waters Decl. ¶¶ 3-13.) Plaintiff argues the
agreement does not apply in to this case and is unenforceable due to fraud.
Existence of
Arbitration Agreement
In determining
the enforceability of an arbitration agreement, the court considers “two
‘gateway issues’ of arbitrability: (1) whether there was an agreement to
arbitrate between the parties, and (2) whether the agreement covered the
dispute at issue.”¿ (Omar v. Ralphs
Grocery Co. (2004) 118 Cal.App.4th 955, 961 (Omar).)¿¿¿¿¿
1. Agreement
Between Parties:
The moving party
can meet its initial burden of proving the existence of an arbitration
agreement by attaching a copy of the Agreement to this motion bearing the
signature of the opposing party. (See Bannister
v. Marinidence Opco, LLC (2021) 64 Cal.App.5th 541, 541-543 [“The party
seeking arbitration can meet its initial burden by attaching to the petition a
copy of the arbitration agreement purporting to bear the¿respondent's
signature.”].) Alternatively, the moving party can meet its initial burden by
setting forth the agreement’s provisions in the motion. (See Cal. Rules of
Court, rule 3.1330; see also Condee v.
Longwood Management Corp. (2001) 88 Cal.App.4th 215, 219.)
Here, Defendants met their initial burden because they
attached a copy of the AA with Plaintiff’s physical signature. (Declaration of Connor
Jadwin (Jadwin
Decl.) ¶ 4, Exhibit A.)
“If the moving party meets its initial prima facie burden
and the opposing party disputes the agreement, then in the second step, the
opposing party bears the burden of producing evidence to challenge the
authenticity of the agreement.” (Gamboa
v. Northeast Community Clinic (2021) 72 Cal. App. 5th 158,165 (Gamboa).) The evidence must be
sufficient to create a factual dispute to shift the burden back to the
arbitration proponent who retains the ultimate burden of proving, by a
preponderance of the evidence, the authenticity of the signature. (Iyere v. Wise Auto Group (2023) 87
Cal.App.5th 747, 755 (Iyere).)
Plaintiff does not challenge his signature on the AA.
Therefore, the Defendant has established that the
Arbitration Agreement exists.
2. The Agreement Covers the Dispute at Issue:
Applicability of AA
to Subject Dispute
Defendants do not contend that the AA covers the subject
dispute. Plaintiff in opposition argues that the arbitration clause does not
apply to the action because Plaintiff’s breach of contract action for failure
to follow an oral partnership agreement and not an employment action.
Here, the AA does not apply to the instant dispute. First,
the AA states it covers claims “relating to, resulting from, or in any
way arising out of this Agreement or the enforcement, interpretation or
validity of this Agreement, including the determination of the scope or
applicability of this Agreement, Employee's relationship with Employer,
Employee's employment relationship with Employer, and/or the termination of Employee's
employment relationship with Employer, and/or any act or omission between
Employee and Employer to the extent permitted by law.”
[Jadwin Decl., Exhibit A.] Plaintiff’s claim
against Defendants concerns his oral partnership agreement, which was allegedly
entered prior to him signing the Employment agreement and the AA and is not
otherwise related to the AA.
Therefore, the AA does not apply to the subject dispute.
CONCLUSION:
For
the foregoing reasons, the Court decides the pending motion as follows:
1. Motion
to Compel Arbitration is DENIED;
Moving party is to give notice.
IT IS SO ORDERED.
Dated: April 24, 2024 __________________________________ Upinder
S. Kalra
Judge
of the Superior Court