Yee v. Cambridge Healthcare Services CA2/3

Filed 6/22/22 Yee v. Cambridge Healthcare Services CA2/3
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions
not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion
has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION THREE

CHIA LI YEE, B309125

Plaintiff and Respondent, Los Angeles County
Super. Ct. No.
v. 20STCV24327

CAMBRIDGE HEALTHCARE
SERVICES, LLC, et al.,

Defendants and Appellants.

APPEAL from an order of the Superior Court of
Los Angeles County, Rupert A. Byrdsong, Judge. Affirmed.

Levinson Arshonsky & Kurtz and Nathan T. Lowery;
Valensi Rose and David Krol for Defendants and Appellants.

Shegerian & Associates, Carney R. Shegerian and
Jill McDonell for Plaintiff and Respondent.
_________________________
 Cambridge Healthcare Services, LLC (Cambridge),1 AG
San Gabriel, LLC dba Broadway Healthcare Center (Broadway),
and Wayne Sanner, Cambridge’s Chief Operating Officer (COO),
appeal from the trial court’s order denying their petition to
compel arbitration of Chia Li Yee’s employment discrimination
and retaliation complaint. We affirm.
FACTS AND PROCEDURAL BACKGROUND
Cambridge is “a management and consulting firm that
works with 38 post-acute and long-term healthcare facilities
throughout California.” Cambridge colloquially refers to those
separate facilities as “ ‘sister-facilities.’ ” Broadway, AG Seal
Beach, LLC dba Seal Beach Health and Rehabilitation Center
(Seal Beach), and KF Ontario, LLC dba Ontario Healthcare
Center (Ontario) are all healthcare facilities that use
Cambridge’s services. One of those services is “management
placement.”
On March 19, 2018, Yee applied in writing, and was
hired, for an “administrator-in-training” position for Seal Beach.
Cambridge’s COO at the time hired Yee.2 According to Sanner,
when Yee started working for Seal Beach, “the purpose was
to train her to be an administrator so that she could take over
as needed at another Cambridge-affiliated facility.” He declared
“Cambridge regularly transfers management personnel between
facilities to meet each facility’s needs.”
When Yee was hired, she was given an employee
handbook containing an arbitration provision. Yee signed an

1 Respondent incorrectly named Cambridge as “Cambridge
Health Services, LLC.”
2 Sanner became Cambridge’s COO in November 2018.

2
“Acknowledgement of Policies, Rules and Agreement for At-Will
Employment and Arbitration” (acknowledgment form) stating
she had received a copy of Seal Beach’s employee handbook
and understood her employment with Seal Beach was at-will.
By signing the form, Yee also agreed to arbitrate “any dispute,
controversy or claim arising out of or relating to [her]
employment relationship with Seal Beach . . . as described
in the ‘[a]rbitration [a]greement’ section of th[e] handbook.”
The introduction to the Seal Beach employee handbook
explains it is “to provide you with information about conditions
of your employment at [Seal Beach],” and defines Seal Beach
as “the ‘Facility.’ ” Employees are “required to . . . comply with
the provisions of [the] [h]andbook.” The introduction also states,
“Seal Beach . . . is your sole employer.” It explains, “Sometimes
you may see forms or documents as part of your employment
where the name of one of our consulting resource companies
or organizations is listed, or where a payment account for
your payroll might be set up under another name. However,
your sole employer is Seal Beach.”
The handbook includes a section entitled, “Arbitration
Agreement.” That section in part provides:
“[A]ny dispute, controversy or claim
between us [meaning Seal Beach and the
employee], including without limitation,
contract claims, tort claims, breach of duty
claims, wrongful termination claims, wage
claims, claims of discrimination or harassment
(whether in the hiring process or after
employment) and all other common law and
statutory claims, including all claims based

3
 upon federal or state civil rights laws, including
claims under the EEOC, FEHA or otherwise
(collectively ‘Claims’), to the extent the law
provides Claims may be arbitrated, shall
at the request of either the employee or the
Facility be submitted to and settled by binding
arbitration. . . . Such arbitration shall include
any Claims you have against the Facility
or any of its officers, managers, employees,
supervisors, agents or owners.”
Around November 2018, Yee was transferred to Ontario
as an administrator. Maria Corazon Johnson, the director of
staff development (DSD) for the Seal Beach facility “pouched”
Yee’s personnel file to Ontario at Yee’s request. Johnson
explained she copied the entire file, which included the
arbitration agreement, and put it in an envelope; a person then
picked it up to deliver to Ontario. The then-DSD at Broadway,
Li Fang Jou, explained “pouch[ing]” was the “system between
the facility and the resource center [Cambridge].” She said that
if she sent something to another facility, she would “pouch” it
to the “resource center [Cambridge], and . . . [t]hey will pouch
to the other facility. That’s how we communicate.”
Yee declared she received an Ontario employee handbook
that also included an arbitration agreement. She did not sign
that agreement.
On March 28, 2019, Yee was transferred to Broadway. Yee
declared she was given an employee handbook for that facility
as well. She did not sign the acknowledgement. Jou testified
at her deposition that she provided new employees with the
arbitration agreement by giving them a copy of the employee

4
handbook to read before orientation.3 Yee “was hired by the
resource center,” meaning “[Broadway’s] consulting company,”
Cambridge. Yee did not go through orientation. Jou said she
did not give Yee a copy of the Broadway employee handbook
because Yee came from another facility. The handbook was
available on the computer system, however. It appears to be
the same as the Seal Beach handbook, except that it substitutes
Broadway for Seal Beach. Johnson, the Seal Beach DSD,
testified Cambridge prepared the arbitration policy, including
the acknowledgement form. She kept employees’ signed
acknowledgement forms at the Seal Beach facility.
On June 26, 2020, Yee sued Cambridge, Broadway,
and Sanner alleging claims for discrimination, harassment,
retaliation under FEHA (Gov. Code, § 12900 et seq.), and
wrongful termination, among others.4 Yee alleged Sanner
transferred her to Broadway from Ontario after she complained
about an employee having filed fraudulent expense reports.
She allegedly was told she was being transferred to Broadway
because “it was the ‘Chinese building.’ ”
After Yee started working at Broadway, she learned
a male administrator was being paid more than she was. She
complained to her supervisor who said she’d discuss the matter
with Sanner. Yee also allegedly questioned why nursing staff
were prohibited from wearing personal protective equipment
recommended in response to the COVID-19 pandemic. Nurses

3 Jou testified as Broadway’s person most knowledgeable
(PMK) about Broadway’s arbitration agreement.
4 Yee sued Sanner for harassment and intentional infliction
of emotional distress only.

5
also allegedly had too many patients during this time, leading
Yee allegedly to complain to Sanner that the understaffing was
endangering patients and nurses. The complaint alleges Sanner
humiliated Yee in front of other employees during a strategy
meeting after she complained about the gender pay gap, and
defendants terminated her employment as part of an asserted
“ ‘corporate restructuring,’ ” after she complained about patient
safety and “illegal conduct.”
Through their respective counsel, defendants demanded
Yee arbitrate her claims and Yee refused. In lieu of answering
the complaint, defendants filed a petition to compel arbitration
and stay further proceedings, and for attorney fees and costs.
Yee opposed the petition. On October 28, 2020, the court
convened a hearing on defendants’ petition.
Defendants argued the arbitration agreement Yee signed
with Seal Beach applied to her claims against all defendants
because they all were affiliated with one another, as well as
each other’s agent; and Cambridge and Sanner were expressly
referenced in the arbitration agreement as managers of the
facilities, including Seal Beach. Defendants also asserted the
transfer of Yee’s personnel file and signed arbitration agreement
from Seal Beach to Ontario and then to Broadway demonstrated
the parties understood they would be bound by the arbitration
agreement wherever Yee might be transferred—that the signed
agreement “moves from facility to facility for the upper level
management.”
Yee opposed the petition, arguing no valid arbitration
agreement existed between her and defendants, as neither
she nor Broadway signed Broadway’s acknowledgement form
agreeing to arbitration, and defendants were not parties to

6
the Seal Beach arbitration agreement. She argued defendants
could not enforce Seal Beach’s arbitration agreement because
defendants did not have an identity of interest with Seal Beach,
defendants were not third party beneficiaries of Seal Beach’s
agreement, and equitable estoppel did not apply. Yee also argued
defendants’ delay in producing the signed Seal Beach arbitration
acknowledgement form, after she had requested her personnel
file from them, should result in a waiver of arbitration, and
the Seal Beach arbitration agreement was unconscionable.
On October 28, 2020, after hearing argument, the trial
court denied defendants’ petition and issued a statement of
decision. The court found the arbitration agreement Yee signed
was for an employer—Seal Beach—that was not a party to the
lawsuit, and the evidence did not demonstrate the arbitration
agreement would apply to any other facility or affiliate. The
court also found defendants did not establish Cambridge and
Sanner were agents or managers of Seal Beach. The court was
“not convinced” defendants—who were not signatories to the
arbitration agreement—could enforce it under theories of agency
or assumption or as third party beneficiaries. The court thus
did not consider Yee’s unconscionability or waiver arguments.
The court entered a separate, signed order denying defendants’
petition to compel on October 30, 2020. Defendants timely
appealed.5
DISCUSSION
Defendants contend they may enforce the Seal Beach
arbitration agreement to compel Yee to arbitrate her claims

5 An order denying a petition to compel arbitration is
immediately appealable. (Code Civ. Proc., § 1294, subd. (a).)

7
based on their affiliation with Seal Beach; Cambridge and
Sanner’s status as Seal Beach’s managers—disputes as to
whom the agreement expressly applies; and as nonsignatories
to the agreement under agency, equitable estoppel, third party
beneficiary, and assumption principles.
1. Applicable law and standards of review
“A party to an arbitration agreement may petition
the court to compel other parties to arbitrate a dispute that
is covered by their agreement.” (Jones v. Jacobson (2011) 195
Cal.App.4th 1, 15 (Jones).) “Although there is general policy
favoring arbitration, a party cannot be compelled to accept
arbitration of a controversy which they have not agreed to
arbitrate.” (Garcia v. Expert Staffing West (2021) 73 Cal.App.5th
408, 413 (Expert Staffing).) Thus, the party who moves to compel
arbitration bears the burden of proving the existence of a valid
arbitration agreement covering the dispute. (Jones, at p. 15.)
Generally, only a party to an arbitration agreement
may enforce it. (DMS Services, LLC v. Superior Court (2012)
205 Cal.App.4th 1346, 1352 (DMS Services); Jarboe v. Hanlees
Auto Group (2020) 53 Cal.App.5th 539, 549 (Jarboe).) In limited
circumstances, nonsignatories to an agreement containing an
arbitration provision may compel arbitration of “a dispute arising
within the scope of that agreement.” (DMS Services, at p. 1353.)
As relevant here, courts have recognized nonsignatories’ ability to
do so (or to be bound by an arbitration agreement) under theories
of “ ‘ “incorporation by reference;[6] [ ] assumption; [ ] agency; . . .

6 We note the case law’s reference to “incorporation by
reference” appears to refer to situations where the nonsignatory
has entered into a separate agreement with the party that
incorporates the agreement containing the arbitration provision

8
[equitable] estoppel; and [ ] third-party beneficiary.” ’ ” (Ibid.,
citing Suh v. Superior Court, supra, 181 Cal.App.4th at p. 1513,
fn. omitted.) These exceptions generally apply where there is a
relationship between the nonsignatory and the signatory—such
as an employment or agency relationship—“ ‘where a sufficient
“identity of interest” exists between them.’ ” (DMS Services,
at p. 1353.)
“ ‘Whether an arbitration agreement applies to a
controversy is a question of law to which the appellate court
applies its independent judgment where no conflicting extrinsic
evidence in aid of interpretation was introduced in the trial court.
[Citation.]’ [Citations.] [¶] However, if there are material
facts in dispute, we must accept the trial court’s resolution
of such disputed facts when supported by substantial evidence.
[Citation.] We also must presume the court found every fact
and drew every permissible inference necessary to support
its judgment or order, and we must defer to the court’s
determination of credibility of the witnesses and weight
of the evidence in resolving such disputed facts.” (Jones,
supra, 195 Cal.App.4th at p. 12.)
The parties here dispute the applicable standard of review,
apparently disagreeing as to whether the trial court resolved

by reference. (See Suh v. Superior Court (2010) 181 Cal.App.4th
1504, 1513, citing Wolschlager v. Fidelity National Title Ins. Co.
(2003) 111 Cal.App.4th 784, 790–791[enforcing arbitration
agreement against nonsignatory plaintiff where it was
incorporated by reference in agreement plaintiff signed].)
Defendants do not invoke the theory in this way. Rather,
they argue the Seal Beach arbitration agreement’s reference
to “managers” incorporates Cambridge and Sanner by reference.

9
any disputed facts in denying defendants’ petition. To the extent
the court did, we accept the court’s factual findings if substantial
evidence supports them. Finally, we review the trial court’s
ruling, not the reasons for its ruling; if correct on any theory
presented by the record, we will affirm. (Alamo v. Practice
Management Information Corp. (2013) 219 Cal.App.4th 466,
481, fn. 5.)
2. The Seal Beach arbitration agreement only covers
disputes stemming from Yee’s employment
relationship with Seal Beach
Our “ ‘ “first task” ’ ” is to determine whether Yee and
defendants agreed to arbitrate her claims against them. (Jarboe,
supra, 53 Cal.App.5th at p. 548.) To do so, we apply general
contract law principles to construe the arbitration agreement
at issue. (Ibid.; Jones, supra, 195 Cal.App.4th at p. 16; see also
Pinnacle Museum Tower Assn. v. Pinnacle Market Development
(US), LLC (2012) 55 Cal.4th 223, 236 [“ ‘[g]eneral principles
of contract law determine whether the parties have entered
a binding agreement to arbitrate’ ”].)
The basic goal of contract interpretation is to give effect
to the parties’ intent at the time they entered the contract.
(Expert Staffing West, supra, 73 Cal.App.5th at pp. 412–413;
Civ. Code, § 1636.) When the language is clear and explicit,
it governs our interpretation, and we give the words of the
agreement their ordinary and “popular” meaning. (Civ. Code,
§§ 1638, 1644.) We consider the contract as a whole, “giv[ing]
effect to every part, if reasonably practicable, each clause helping
to interpret the other.” (Id., § 1641.) Moreover, when the drafter
“has prepared an arbitration provision whose application to
a particular dispute is uncertain, ordinary contract principles

10
require that the provision be construed against the drafter’s
interpretation and in favor of the nondrafter’s interpretation.”
(Sandquist v. Lebo Automotive, Inc. (2016) 1 Cal.5th 233, 248
[where written agreement has been prepared entirely by the
employer, “it is a ‘well established rule of construction’ that any
ambiguities must be construed against the drafting employer
and in favor of the nondrafting employee”], but see Lamps Plus,
Inc. v. Varela (2019) 587 U.S. __ [139 S.Ct. 1407, 1413, 1417–
1419] [holding court cannot apply doctrine stated in Sandquist
to infer from ambiguous agreement that parties consented to
class arbitration].)
It is undisputed that the only arbitration agreement Yee
signed was with Seal Beach, who is not a party to this litigation.
That arbitration agreement, as defendants acknowledge, consists
of the arbitration provision in the Seal Beach handbook and the
acknowledgement form Yee signed. Accordingly, we must read
the handbook and acknowledgement together to determine the
parties to, and scope of, the agreement.
First, as used in the handbook—including the arbitration
provision—the “Facility” means Seal Beach. The handbook also
unambiguously states—more than once—that Seal Beach is the
employee’s (Yee’s) “sole employer.” The arbitration provision lists
various claims subject to arbitration at the request of either the
employee—here, Yee—or the Facility—referring to Seal Beach.
As the trial court noted, the causes of action Yee asserts in
her complaint are the type of claims subject to the arbitration
provision. The provision also provides that arbitration shall
apply to Yee’s claims against the Facility—again, Seal Beach—
“or any of its officers, managers, employees, supervisors, agents
or owners.” (As we discuss below, it is this statement that

11
defendants contend expressly allows Cambridge and Sanner
to compel Yee to arbitration.) Yet, the handbook’s description
of arbitrable claims must be read in conjunction with the
acknowledgement Yee signed. According to that
acknowledgement, Yee expressly agreed to arbitrate “any
dispute, controversy or claim arising out of or relating to my
employment relationship with Seal Beach . . . as described
in the ‘[a]rbitration [a]greement’ section of this handbook.”
(Italics added.)
Reading the agreement in its entirety, the plain language
makes clear the arbitration agreement is between Yee and
Seal Beach, and requires Yee to arbitrate claims against
Seal Beach or its managers, agents, etc., that arise out of or
relate to Yee’s employment relationship with Seal Beach. Yet,
Yee’s claims against defendants are not based on her employment
with Seal Beach. None of the complaint’s allegations involves
unlawful conduct during the hiring process at Seal Beach, during
Yee’s employment with Seal Beach, or relating to Yee’s transfer
from Seal Beach to Ontario. Rather, all of Yee’s claims stem
from her employment with Broadway or transfer to Broadway
from Ontario. Yee alleges she was discriminated against,
harassed, or retaliated against while employed at Broadway
(or to some extent, Ontario)—not Seal Beach. Nor does she allege
the tortious conduct defendants engaged in was related to her
employment with or any work she did for Seal Beach, was done
on behalf of Seal Beach, or was done for Seal Beach’s benefit.
As Yee’s agreement to arbitrate is expressly limited to claims
arising out of or relating to her employment relationship with
Seal Beach, none of Yee’s causes of action falls within its scope.

12
 Despite this express limitation, defendants argued to
the trial court, as they essentially do now, that Yee, an upper-
management employee, understood she would be bound by the
Seal Beach arbitration agreement at any Cambridge-affiliated
facility to which she might transfer, including Broadway. They
note, as they did below, that Yee was hired at Seal Beach
specifically to train to become an administrator so that she
could be transferred to other Cambridge-affiliated facilities,
as needed. And, when Yee moved to another facility, the facility
sent her personnel file with the signed arbitration agreement
to Cambridge, who transferred it to the new facility.7
Defendants also contend there is no dispute that
Cambridge “controlled a significant aspect” of Yee’s employment
relationship with Seal Beach. Defendants note Yee herself
alleges she was “transferred” between facilities, declared
she “was moved” to Ontario, and does not dispute that it was
Cambridge who transferred or moved her. They also assert
Yee concedes in her respondent’s brief that Cambridge provided
some human resources services for Seal Beach and the other
Cambridge-affiliated facilities. Defendants thus argue these
“admissions,” supported by Sanner’s declaration that Cambridge
regularly transfers “management personnel” between “ ‘sister
facilities,’ ” establish Cambridge exercised “significant control
over a critical aspect” of Yee’s employment.
Defendants would have us read “arising out of or relating to
[Yee’s] employment relationship with Seal Beach” to mean Yee’s
“employment relationship” with any Cambridge-affiliated facility

7 The Seal Beach DSD testified she sent the personnel file
to Ontario when Yee moved at Yee’s request, however.

13
based on the mere fact the facilities are related to each other as
recipients of Cambridge’s management services and the nature of
those services. We cannot. Rather, we conclude the Seal Beach
arbitration agreement “ ‘is not susceptible of an interpretation
that covers’ ” disputes arising out of or related to Yee’s
employment relationship with other Cambridge-affiliated
facilities. (Expert Staffing, supra, 73 Cal.App.5th at p. 413.)
First, as we discussed, the plain language of the agreement
is limited specifically to Yee’s employment relationship with
Seal Beach. Second, as the trial court noted, had Cambridge—
the purported drafter of the arbitration agreement8—intended
the agreement “to encompass” itself and any “sister” or
“affiliated” facilities as parties, it easily could have added
language to that effect. It did not. (See Jones, supra, 195
Cal.App.4th at p. 17 [rejecting application of arbitration provision
to claims against nonsignatory defendants, noting “it would
have been a simple matter” for signatory, who supplied the form
arbitration agreement and was related to nonsignatories, “at the
time of contracting to have broadened the arbitration agreement
to include within its scope other [related] parties”].) There is no
language in the arbitration agreement, or anywhere else in the
handbook for that matter, identifying other related, “sister,” or
“affiliated” facilities. Nor does the agreement state, as the trial

8 Cambridge asserts it “creates and provides” an employee
handbook for its affiliated facilities, including the arbitration
provision and acknowledgement form. Johnson testified “[t]he
management company,” meaning Cambridge, drafted the policy
and procedure regarding arbitration. According to Cambridge,
all of its affiliated facilities “use the same handbook and
arbitration agreement.”

14
court noted, the parties understand the arbitration agreement
will apply to any facility to which the employee might transfer.
Moreover, as the trial court found, the evidence
demonstrates “each facility is a separate employer or entity
and was not meant to be connected to Seal Beach”: filings with
the Secretary of State, of which the trial court took judicial
notice, establish Seal Beach, Ontario, Broadway, and Cambridge
each are separately formed limited liability companies; Yee
declared she was given different email addresses depending
on her employer—at Seal Beach her address was “Chia.Yee@
sealbeachhcc.com,” but at Broadway her address was “Chia.
Dermurjian@broadwayhcc.com”; Yee’s paystub from Ontario
and W-2 form from Broadway reflect different employers; and
defendants’ designated PMKs for Seal Beach and for Broadway
were not the same person.9
Significantly, at each facility where Yee worked, she was
given a separate employee handbook that included an arbitration
provision with an acknowledgement form.10 Each facility’s
handbook—as well as the acknowledgement form for employees
to indicate their agreement to arbitration—limit their application

9 Indeed, Johnson, the DSD and designated PMK for Seal
Beach, testified she had never been to the Broadway facility.
10 Jou testified she did not give Yee a handbook for Broadway.
Yee, on the other hand, declared she “was provided with a new
handbook for [Broadway].” We presume the trial court resolved
any inconsistencies in these statements in Yee’s favor and defer
to the court’s credibility findings. (Jones, supra, 195 Cal.App.4th
at p. 12.)

15
to the specific facility.11 The Broadway handbook thus identifies
the employee’s “sole employer” and the “Facility,” as Broadway.
And, in the same vein as the Seal Beach form, Broadway’s
acknowledgement form states the signing employee agrees to
arbitrate claims “arising out of or relating to [the employee’s]
employment relationship with Broadway.” Sanner also had to
sign an arbitration agreement as part of his employment with
Cambridge, and it too limits arbitration to any claim “arising out
of or relating to [his] employment relationship with Cambridge.”
It is undisputed, however, that Yee never signed an arbitration
agreement with Broadway or Cambridge, and Cambridge never
employed Yee.
We agree with the trial court’s view of this evidence. There
would be no reason for Cambridge to draft arbitration provisions
limited to each specific facility—without mentioning their
applicability to other Cambridge-affiliated facilities or itself—
if an employee’s agreement to arbitrate with one facility meant
an agreement to arbitrate with all.
Jarboe is instructive. There, separate auto dealerships,
that were affiliated with each other under an auto dealership
group, could not compel an employee to arbitrate his individual
wage and hour claims against them based on an agreement
to arbitrate included in an employment contract the employee

11 Although the record does not include the handbook and
acknowledgement form for Ontario, given defendants assert
Cambridge provides its facilities with the same handbook and
acknowledgment, we assume Ontario’s similarly were limited
in their applicability to Ontario.

16
signed with only one of the dealerships.12 (Jarboe, supra, 53
Cal.App.5th at pp. 543–546.) The nonsignatory defendants were
unable to enforce that agreement despite the fact the employee
“was transferred”—like Yee—from the signatory dealership to a
nonsignatory dealership where he worked until his termination.
(Id. at p. 546.) There was no basis to conclude the employee
intended the arbitration provision in his integrated employment
contract would apply to any defendant other than the employer
named in it. (Id. at pp. 551–552.)
Similarly, given the arbitration agreement Yee did sign
is expressly limited to claims stemming from her employment
with Seal Beach—and each facility separately employed Yee
—we cannot conclude Cambridge’s placement of Yee (and
her personnel file) at different facilities establishes an intent
to extend Yee’s agreement to arbitrate with Seal Beach to
claims that Yee might have with a future Cambridge-affiliated
employer. Simply put, although Cambridge and the facilities
it services might be considered affiliated, there is no basis for us
to read the Seal Beach arbitration agreement to apply to disputes
concerning Yee’s employment relationship with a Cambridge-
affiliated facility not identified in the agreement.
We also need not resolve whether the trial court correctly
found defendants failed to demonstrate Cambridge, and Sanner
as its COO, qualified as “managers” of Seal Beach, enabling them
to enforce the arbitration agreement as referenced parties. As
we have discussed, Yee’s complaint simply does not fall within

12 The court ordered the employee’s individual claims against
that dealership to arbitration. (Jarboe, supra, 53 Cal.App.5th at
pp. 543, 546.)

17
the express scope of the arbitration agreement. Thus, even if
Cambridge and Sanner qualified as managers of Seal Beach,
we could not read the agreement to include Yee’s claims against
them, as they are unrelated to her employment with Seal Beach.
Again, Jarboe is on point. As with the Seal Beach
arbitration agreement, the arbitration provision in the
employment contract at issue in Jarboe included claims
against the named dealership’s “owners, directors, officers,
managers,” etc. (Jarboe, supra, 53 Cal.App.5th at p. 549.)
The court concluded the individual dealership owners’ standing
to compel the employee to arbitrate was “in the limited context
of their ownership of [the dealership] named in the [e]mployment
[a]greement.” (Id. at p. 550.) Similarly, any standing Cambridge
and Sanner might have under the Seal Beach arbitration
agreement would be limited to their role as managers of
Seal Beach. Seal Beach is not a named defendant, however, in
contrast to the signatory dealership in Jarboe. And, Yee’s claims
do not implicate her employment relationship with Seal Beach
at all, much less relate to Cambridge’s actions in its capacity as
a manager of Seal Beach. Accordingly, the agreement’s reference
to Seal Beach’s “managers” does not enable Cambridge and
Sanner to compel Yee to arbitrate this dispute.
3. The doctrines of agency and equitable estoppel
do not apply
We also conclude defendants cannot enforce the Seal Beach
arbitration agreement as nonsignatories based on agency or
equitable estoppel principles. “[A]n agent may enforce an
arbitration agreement to which its principal is a party.” (Ronay
Family Limited Partnership v. Tweed (2013) 216 Cal.App.4th
830, 838 (Tweed).) Thus, a nonsignatory defendant may “compel

18
a signatory plaintiff to arbitrate where there is a connection
between the claims alleged against the nonsignatory and its
agency relationship with a signatory.” (Cohen v. TNP 2008
Participating Notes Program, LLC (2019) 31 Cal.App.5th 840,
863 (Cohen).) A nonsignatory defendant also “ ‘may invoke an
arbitration clause to compel a signatory plaintiff to arbitrate
its claim when the causes of action against the nonsignatory
are “intimately founded in and intertwined” with the underlying
contract obligations.’ [Citation.] The doctrine applies where
the claims are ‘ “ ‘based on the same facts and are inherently
inseparable’ ” from the arbitrable claims against signatory
defendants.’ [Citation.]” (Garcia v. Pexco, LLC (2017) 11
Cal.App.5th 782, 786 (Garcia).)
Defendants argue Garcia is dispositive on both issues.
We disagree. There, a temporary staffing company—Real Time
—hired Garcia and assigned him to work for Pexco. (Garcia,
supra, 11 Cal.App.5th at p. 784.) Garcia signed an arbitration
agreement with Real Time, but not with Pexco. (Ibid.) Garcia
sued both Real Time and Pexco (and another defendant) for
wage and hour violations that occurred during his assignment
with Pexco, alleging they jointly employed him and acted as
each other’s agent. (Id. at p. 785.) The appellate court concluded
Pexco, as a nonsignatory to Real Time’s arbitration agreement
with Garcia, could compel Garcia to arbitrate his claims
against it under the agency exception based on Garcia’s agency
allegations and that the complaint’s causes of action alleged
identical claims and conduct regarding the workplace violations
against “[a]ll [d]efendants without any distinction.” (Id. at
p. 788.)

19
 The court also found the doctrine of equitable estoppel
enabled Pexco to compel arbitration. The court explained all
of Garcia’s claims were “intimately founded in and intertwined
with his employment relationship with Real Time”—which was
governed by the employment agreement requiring arbitration—
and Garcia’s claims against Pexco in turn were “rooted in his
employment relationship with Real Time.” (Garcia, supra, 11
Cal.App.5th at p. 787.) Critically, Garcia’s claims against the
nonsignatory Pexco were based on the very same facts alleged
against Real Time. (Id. at p. 788.) Thus, it would have been
inequitable for Garcia to hold Pexco liable for alleged wage
and hour claims as a joint employer with Real Time, while at
the same time argue his arbitration agreement with Real Time
did not apply to Pexco. (Ibid.)
The facts here are decidedly different. True, Yee alleges
“defendants” acted as agents of one another, and Cambridge and
Broadway jointly employed her.13 But, in contrast to Garcia,
the signatory to the arbitration agreement here—Seal Beach—
is not a named defendant. While Garcia alleged the signatory

13 Defendants argue that, in denying their motion to compel,
the trial court did not consider Yee’s allegations about defendants
jointly employing her and acting as agents of one another.
Nothing in the record indicates defendants objected to the trial
court’s statement of decision. We therefore presume the court
considered these allegations and impliedly found they were
insufficient to establish defendants’ agency and equitable
estoppel theories in light of the evidence—or lack thereof—that
we discuss. (In re Marriage of Arceneaux (1990) 51 Cal.3d 1130,
1133–1134 [trial court’s order is presumed to be correct on appeal
and appellate court will imply findings to support it where party
did not object to statement of decision].)

20
and nonsignatory were his joint employers fulfilling the same role
(Garcia, supra, 11 Cal.App.5th at p. 788), Yee does not allege
Seal Beach jointly employed her with Cambridge and Broadway.
In fact, the complaint does not mention Seal Beach at all.
Defendants note Yee alleges Cambridge’s then-COO hired
her “as an administrator-in-[t]raining for [d]efendants” on the
date her employment with Seal Beach began. They argued below
that by alleging Cambridge—rather than Seal Beach—hired Yee,
Yee alleged an agency relationship existed between Cambridge
and Seal Beach. It may very well be that Cambridge acted as
Seal Beach’s agent when it apparently hired Yee for Seal Beach.
But, nothing in Yee’s complaint or the record demonstrates
Cambridge continued to act as Seal Beach’s agent in relation
to its employment of Yee after Yee left Seal Beach for her job
with Ontario and then Broadway.
Nor do Yee’s joint employment and agency allegations
equitably estop her from avoiding arbitration with defendants.
In Jarboe, although the employee’s complaint alleged defendants
were “ ‘joint employer[s],’ ” and alleged all but one cause of action
against “ ‘[a]ll [d]efendants,’ ” the court found those “boilerplate
allegations” insufficient to support the nonsignatory defendants’
equitable estoppel claim. (Jarboe, supra, 53 Cal.App.5th at
p. 554.) The court noted defendants never admitted they jointly
employed the employee, nor produced evidence, for example,
showing the signatory dealership’s hiring of the employee
“meant that [the employee] concurrently worked for all other
dealerships.” (Ibid.) Instead, the record, as here, “suggest[ed]
that each dealership maintained separate relationships with
that dealership’s employees.” (Ibid.) For example, before
the employee could work for the second dealership, he had to

21
be “ ‘moved’ ” from the original dealership, and after the move,
his payroll records reflected the new dealership as his only
employer. (Ibid.)
The same is true here. Yee was transferred from Seal
Beach, and, once transferred, her payroll records reflected the
new facility—first Ontario and then Broadway—as her employer.
Defendants here also produced no evidence demonstrating
Seal Beach concurrently employed Yee with any other facility
or with Cambridge. Indeed, both the Seal Beach and Broadway
handbooks disclaim any employment relationship between
the respective facility’s employees and its “consulting resource
companies or organizations,” i.e., Cambridge. And, Seal Beach
identified itself as Yee’s sole employer.
In any event, as we repeatedly have said, Yee’s claims are
not based on any conduct arising from or relating to any aspect
of her employment relationship with Seal Beach. Yee neither
alleges defendants engaged in improper conduct on behalf of
or to benefit Seal Beach nor seeks to hold any defendant liable
for Seal Beach’s employment actions, as Garcia did with Pexco.
Based on the record, therefore, we cannot conclude Yee is
attempting to avoid arbitration “ ‘ “by suing nonsignatory
defendants for claims that are ‘ “based on the same facts and are
inherently inseparable” ’ from arbitrable claims against signatory
defendants.” ’ ” (JSM Tuscany, LLC v. Superior Court (2011)
193 Cal.App.4th 1222, 1238.)
As defendants failed to establish a connection between
Yee’s claims alleged against them and their purported
agency relationship with Seal Beach, they cannot enforce the
Seal Beach agreement as nonsignatory agents. (Cohen, supra,
31 Cal.App.5th at p. 864 [connection between agency relationship

22
and claims is what “makes it equitable to allow . . . nonsignatory
[defendants] to enforce” arbitration provision against signatory
plaintiff].) Nor did defendants demonstrate Yee’s claims to be
“ ‘intimately founded in and intertwined’ with” or “rooted in”
her employment relationship with Seal Beach or “within the
scope” of her agreement to arbitrate claims against Seal Beach.
(Garcia, supra, 11 Cal.App.5th at p. 787; Jarboe, supra,
53 Cal.App.5th at p. 554.) Accordingly, “the inequities that
the doctrine of equitable estoppel is designed to address are
not present” here. (Jarboe, supra, 53 Cal.App.5th at p. 555.)
4. Defendants did not establish they are third party
beneficiaries of the Seal Beach arbitration agreement
Defendants also did not meet their burden to prove the
Seal Beach arbitration agreement was intended to benefit them.
(Jarboe, supra, 53 Cal.App.5th at p. 550.) “To invoke the third
party beneficiary exception, [defendants] had to show that
[the Seal Beach arbitration agreement] was ‘made expressly for
[their] benefit.’ ” (Tweed, supra, 216 Cal.App.4th at pp. 838–839
[third party need not be named, however, where “ ‘he shows that
he is a member of a class of persons for whose benefit’ ” contract
was made].)
As we discussed, there is no basis to conclude the Seal
Beach arbitration agreement was intended to extend to Yee’s
employment at sister facilities, like Broadway, and it is expressly
limited to claims relating to Yee’s employment with Seal Beach.
(See Jarboe, supra, 53 Cal.App.5th at pp. 551–552 [nonsignatory
defendants failed to establish they were third party beneficiaries
of arbitration agreement between a related, signatory defendant
and plaintiff where there was no basis to conclude plaintiff
intended his employment agreement, that contained the

23
arbitration provision, to apply to anyone other than the employer
named in the agreement].)
In contrast, in Tweed, the nonsignatory defendants—
agents and registered representatives of a securities broker—
sought to enforce, as third party beneficiaries, the plaintiff’s
arbitration agreement with the securities broker. (Tweed, supra,
216 Cal.App.4th at pp. 835–836.) The agreement in Tweed
specifically applied to disputes that arose out of or were related
to the plaintiff’s transactions with the securities broker or its
agents or registered representatives, and plaintiff’s dispute with
defendants involved such transactions. (Id. at pp. 834–835.)
Accordingly, the court concluded that, “[b]y expressly requiring
arbitration of claims against [the securities broker’s] agents and
registered representatives, the arbitration clause was intended
to benefit nonparties such as [defendants].” (Id. at p. 839.)
At best, therefore, assuming Cambridge and Sanner could
be considered Seal Beach’s “managers” under the terms of the
arbitration agreement, they would be intended beneficiaries
of that agreement as to claims asserted against them in that
capacity alone. Yee does not allege Cambridge acted wrongfully
in its capacity as a so-called manager at Seal Beach, however,
and Sanner did not become Cambridge’s COO until Yee already
had left, or was about to leave, Seal Beach’s employ. Accordingly,
any third party beneficiary status they might have under the
arbitration agreement would not enable them to compel Yee
to arbitrate her claims, which are outside the express scope
of the agreement.

24
5. There is no evidence defendants assumed
Seal Beach’s obligations to Yee
Finally, defendants contend that, because Cambridge
transferred, and the facilities “accepted,” Yee’s personnel file—
including the signed arbitration agreement—they established
their intent “to assume the rights and obligations of the
Arbitration Agreement.” We cannot agree.
First, the record is devoid of any evidence that Seal Beach
assigned its rights to defendants and defendants assumed
Seal Beach’s obligations under the employee handbook—the
agreement containing the arbitration provision—or with respect
to Seal Beach’s employment relationship with Yee generally.
Indeed, as Yee notes, any obligation Seal Beach owed to Yee
under the handbook—or as Yee’s employer—ended when Yee left
Seal Beach’s employment.
Second, the cases on which defendants rely, Thomson-
CSF, S.A. v. American Arbitration Ass’n (2d Cir. 1995) 64 F.3d
773 and Gvozdenovic v. United Air Lines, Inc. (2d Cir. 1991) 933
F.2d 1100, are inapposite. In Thomson-CSF, the court explained
a nonsignatory “may be bound by an arbitration clause if its
subsequent conduct indicates that it is assuming the obligation
to arbitrate.” (Thomson-CSF, at p. 777.) There, the nonsignatory
plaintiff—whom the petitioners sought to bind to arbitration—
did not “manifest an intention to be bound” by the agreement
containing the arbitration provision. (Ibid.) In Gvozdenovic,
the court implied plaintiff flight attendants agreed to arbitrate,
despite their not having been parties to the arbitration
agreement at issue, because they voluntarily participated in
the arbitration by sending a representative to appear on their

25
behalf at the proceedings and never objected to or refused to
participate in the arbitration process. (Gvozdenovic, at p. 1105.)
Defendants essentially argue that, because they intended
to be bound by the Seal Beach arbitration agreement, Yee must
arbitrate her claims against them. But in Thomson-CSF and
Gvozdenovic, the defendants sought to compel nonsignatory
plaintiffs to arbitrate their claims based on the plaintiffs’ actions,
not the other way around. Thus, in those cases, it was the party
being compelled to arbitrate who had to have indicated an intent
to be bound by the arbitration agreement.
Defendants present no authority where a nonsignatory
defendant could enforce an arbitration agreement against a
plaintiff simply based on the defendant’s own intent to be bound
by it, without regard to whether the signatory plaintiff intended
to extend her own arbitration obligation to claims against
the nonsignatory. As we have discussed, the transfer of Yee’s
personnel file and signed arbitration agreement with Seal Beach
to Broadway through Cambridge establishes no such intent.
The court did not err in rejecting defendants’ assumption theory.
Because we conclude defendants cannot compel Yee
to arbitrate her claims against them under the Seal Beach
arbitration agreement, we need not consider Yee’s
unconscionability or waiver arguments.

26
 DISPOSITION
The order denying defendants’ petition to compel
arbitration is affirmed. Chia Li Yee is to recover her costs
on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

EGERTON, J.

We concur:

EDMON, P. J.

KIM, J.*

* Judge of the Los Angeles County Superior Court, assigned
by the Chief Justice pursuant to article VI, section 6 of the
California Constitution.

27