Rodriguez v. WWIL Pers.

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DAMARI RODRIGUEZ, Plaintiff and Respondent, v. WWIL PERSONNEL LLC, et al., Defendants and Appellants

A166048

California Court of Appeals, First District, Second Division

February 14, 2024

NOT TO BE PUBLISHED

(Alameda County Super. Ct. No. 22CV006457)

Richman, J.

Plaintiff Damari Rodriguez was employed by defendants WWIL Personnel LLC (WWIL) and SAS Automotive, Inc. (SAS) for approximately three weeks in September of 2021. Rodriguez does not speak English, but before beginning work, she signed an arbitration agreement written in English. Rodriguez brought suit against defendants alleging various violations of the Labor Code, and the trial court denied WWIL's motion to compel arbitration, finding that the arbitration agreement lacked mutual assent, and alternatively that the agreement was procedurally and substantively unconscionable and therefore unenforceable. We reverse.

BACKGROUND

WWIL is a staffing agency that places temporary employees to work for its clients. In late August or early September of 2021, WWIL placed Rodriguez at defendant SAS where she worked from approximately September 2 to September 20, 2021 as a temporary full-time assembler in Fremont, California.

On February 3, 2022, Rodriguez filed suit against defendants in Alameda County Superior Court. The complaint alleged 10 causes of action, the first eight of which alleged various violations of the Labor Code, and the first nine of which were brought as a class action: (1) failure to provide required meal periods, (2) failure to provide required rest periods, (3) failure to pay overtime wages, (4) failure to pay minimum wages, (5) failure to pay all wages due to discharged and quitting employees, (6) failure to maintain required records, (7) failure to furnish accurate itemized wage statements, (8) failure to indemnify employees for necessary expenditures incurred in discharge of duties, (9) violation of the Unfair Competition Law (UCL), and (10) a representative claim under the Private Attorneys General Act of 2004 (PAGA).

On April 14, WWIL moved to compel arbitration of Rodriguez's claims. The motion attached as Exhibit 1 a "Mutual Agreement to Arbitrate Claims" (arbitration agreement) electronically signed by Rodriguez on September 6, 2021. The motion also attached the declaration of Kervin Carreno, an "onsite coordinator" for WWIL, who testified that he recruited and placed Rodriguez at SAS in September 2021, and that Rodriguez executed the arbitration agreement along with other onboarding documents.

On June 22, Rodriguez filed opposition to the motion. The opposition attached her declaration, stating that she, along with at least 10 other job applicants, filled out a hard copy job application at SAS's Fremont premises before she started working. She testified that she "only speak[s] Spanish" and does "not speak, write, or read English," and that Carreno "knew that I only spoke Spanish and he spoke to me in Spanish." She "believe[d]" that the job application that she filled out was in Spanish, and recalled that it asked for her contact information and employment history. She did not recall signing any other documents as part of her hiring process, electronically or otherwise. She also stated that she did not recognize the arbitration agreement, never signed it, and saw it for the first time in connection with WWIL's motion.

In support of its reply, WWIL submitted a second declaration from Carreno, in which he testified that he is fluent in Spanish, and that he met with Rodriguez to discuss her employment, a discussion that took place entirely in Spanish. He also stated that he was available at that meeting to answer any questions Rodriguez may have had, but she did not "express any questions, concerns, reservations, hesitations, or thoughts of any kind about the Arbitration Agreement or any onboarding documentation."

After a hearing, the trial court denied the motion by written order. The court first concluded that because the arbitration agreement was presented to Rodriguez in English, while WWIL knew that Rodriguez speaks only Spanish, WWIL had failed to establish that the parties knowingly and consensually entered into the agreement. The court found WWIL had established that Rodriguez signed the agreement, but that the agreement was procedurally unconscionable because it was presented to Rodriguez only in English. And the court found substantive unconscionability in the arbitration agreement's limitation of each party to three fact witness depositions. In denying the motion, the court acknowledged that it was "choos[ing] to frame the issue" as defendant's failure to prove the existence of a contract, while noting that "[a]lternatively, this could be framed as a contract that is unconscionable" because there was a high degree of procedural unconscionability, and a low degree of substantive unconscionability. WWIL filed a notice of appeal.

DISCUSSION

The Arbitration Agreement Does Not Lack Mutual Assent

WWIL first argues that the arbitration agreement does not lack mutual assent simply because Rodriguez signed it in English despite speaking only Spanish. We agree.

" 'There is no uniform standard of review for evaluating an order denying a motion to compel arbitration. [Citation.] If the court's order is based on a decision of fact, then we adopt a substantial evidence standard. [Citations.] Alternatively, if the court's denial rests solely on a decision of law, then a de novo standard of review is employed. [Citations.]'" (Avery v. Integrated Healthcare Holdings, Inc. (2013) 218 Cal.App.4th 50, 60 quoting Robertson v. Health Net of California, Inc. (2005) 132 Cal.App.4th 1419, 1425.) "[W]hen ruling on a petition to compel arbitration, the superior court may consider evidence on factual issues such as contract formation bearing on the threshold issue of arbitrability.... On appeal we must review the court's factual ruling on arbitrability under the substantial evidence test." (City of Vista v. Sutro &Co. (1997) 52 Cal.App.4th 401, 407.)" '[W]e review the trial court's order, not its reasoning, and affirm an order if it is correct on any theory apparent from the record.'" (Adajar v. RWR Homes, Inc. (2008) 160 Cal.App.4th 563, 571, fn. 3.)

We considered a similar question in Ramos v. Westlake Services LLC (2015) 242 Cal.App.4th 674 (Ramos). There, plaintiff purchased a used car from defendant, and signed a sales contract in English containing an arbitration agreement. (Id. at pp. 677-679.) After plaintiff brought suit and defendant moved to compel arbitration, plaintiff submitted a declaration indicating that his native language was Spanish, that the negotiations for the car purchase had been conducted primarily in Spanish, and that he was provided with what was purportedly a Spanish copy of the sale contract he had signed in English, a copy that did not include the arbitration clause upon which the defendant relied. (Id. at p. 679.)

We concluded that the contract lacked mutual assent, with the following explanation:

"It is undisputed that Ramos signed the English Contract and that this contract contains an arbitration agreement. Ramos however, argues that he was not aware that he was entering into an arbitration agreement because '[t]he words "arbitration" or "alternative dispute resolution" never came up during Plaintiff's discussions with the dealership, and Plaintiff never saw the arbitration clause because it was hidden in the English version of the RISC.' Although there is no evidence to contradict these facts, typically these arguments would not be dispositive, and a person would be bound by the arbitration agreement he or she had signed.' "No law requires that parties dealing at arm's length have a duty to explain to each other the terms of a written contract[.]"' (Brookwood v. Bank of America (1996) 45 Cal.App.4th 1667, 1674.) Further,' "one who accepts or signs an instrument, which on its face is a contract, is deemed to assent to all its terms, and cannot escape liability on the ground that he has not read it. If he cannot read, he should have it read or explained to him."' (Randas v. YMCA of Metropolitan Los Angeles (1993) 17 Cal.App.4th 158, 163 (Randas), quoting 1 Witkin, Summary of Cal. Law (9th ed. 1987) § 120, p. 145.) [¶] . . . [¶]

"Under the general contract principles just discussed, the fact that Ramos signed a contract in a language he may not have completely understood would not bar enforcement of the arbitration agreement. If Ramos did not speak or understand English sufficiently to comprehend the English Contract, he should have had it read or explained to him. (See Randas, supra, 17 Cal.App.4th at p. 163; see also 1 Williston on Contracts (4th ed. 2007) § 4:19, pp. 588-590 ['one who is ignorant of the language in which a document is written, or who is illiterate, [who] executes a writing proposed as a contract under a mistake as to its contents . . . is bound'].) Here, however, Ramos is not attempting to avoid the arbitration agreement because of his limited understanding of the English language. Rather, he is relying on the fact that Pena's Motors provided him with what purported to be a Spanish translation of the English Contract he was being asked to sign, a Spanish translation which did not contain the arbitration agreement. [¶] . . . [¶]

"A contract is void for fraud in the execution where '" 'the fraud goes to the inception or execution of the agreement, so that the promisor is deceived as to the nature of his act, and actually does not know what he is signing, or does not intend to enter into a contract at all.'"' (Rosenthal [v. Great Western Financial Securities Corp. (1996)] 14 Cal.4th 394, 415 [(Rosenthal)].) In this instance '" 'mutual assent is lacking, and [the contract] i...