Filed 6/15/23 Tyler v. CSG Holdings CA CA5
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 This opinion has not been certified for publication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
FIFTH APPELLATE DISTRICT
MARIE TYLER,
F084615
Plaintiff and Respondent,
(Super. Ct. No. 20CECG03461)
v.
CSG HOLDINGS CA, LLC, OPINION
Defendant and Appellant.
APPEAL from a judgment of the Superior Court of Fresno County. Kimberly A.
Gaab, Judge.
Sheppard Mullin Richter & Hampton, Gregg A. Fisch and Raymond J. Nhan for
Defendant and Appellant.
Aiman-Smith & Marcy and John A. Lofton for Plaintiff and Respondent.
-ooOoo-
Defendant CSG Holdings CA, LLC (defendant or CSG Holdings) appeals from an
order denying its motion to compel arbitration of plaintiff Marie Tyler’s (plaintiff) wage-
and-hour claims under the Labor Code. The crux of the debate is whether CSG Holdings,
plaintiff’s former employer, can enforce the arbitration agreement that plaintiff signed at
the start of her employment although CSG Holdings is not expressly identified as a party
to that agreement. We agree with the trial court that defendant cannot enforce the
agreement because it is not a signatory, and because it did not satisfy either of the
asserted grounds for nonsignatory enforcement. We therefore affirm.
FACTUAL BACKGROUND
CSG Holdings is a subsidiary of nonparty Cambridge Spa Group, LLC, which is a
parent company to multiple entities. CSG Holdings operates multiple massage
businesses in California under the trade name Massage Envy. Plaintiff was employed by
CSG Holdings as a massage therapist from November 13, 2017, through approximately
March 2020. “As part of her onboarding with regard to her employment,” on
November 13, 2017, plaintiff signed at least two employment-related documents: an
arbitration agreement (Arbitration Agreement or Agreement) and a consent to waive meal
period form (Meal Period Waiver).
The Arbitration Agreement bears no header or logo, other than its “Arbitration
Agreement” title. (Boldface, underlining & some capitalization omitted.) The
Agreement begins: “We hope our employment relationship is mutually beneficial.
However, in the event of a dispute between you and Cambridge Spa Group (Company),
you and the Company agree as follows . . . .” As relevant here, the Agreement then
provides “both you and the Company agree that any and all disputes arising out of or
related to your employment or our relationship, including the terms and conditions of
your employment, shall be submitted to final and binding arbitration.” As there is no
dispute regarding the scope or interpretation of the Agreement’s substantive terms, we do
2.
not detail its full provisions. The important point is that the Agreement contains no
reference to defendant by name (CSG Holdings CA, LLC). The only purported entity
identified is “Cambridge Spa Group,” whose name appears in the Agreement’s footer and
in the opening section identifying the parties. The Agreement is signed by plaintiff on
the line designated for “Employee Signature” and by an unidentified person on the line
designated for “Company Representative Signature.”
By contrast, the Meal Period Waiver, which plaintiff completed on the same date
as the Arbitration Agreement, references only “CSG Holdings CA, LLC,” defendant’s
full legal name—once in the form’s title and twice in its substantive provisions; it does
not reference “Cambridge Spa Group.”
Other than plaintiff’s contemporaneous signing of these two documents “[a]s part
of her onboarding,” the record contains no details regarding the circumstances of
plaintiff’s hiring or onboarding. There is no indication she signed any written
employment agreement, and we are not told where or with whom she completed the
Arbitration Agreement and Meal Period Waiver on her first day. Nor was any evidence
submitted as to what plaintiff might have been told regarding the variety of names of
purported entities appearing on the documents she was signing.
As has come to light through the litigation of the instant motion to compel
arbitration, “Cambridge Spa Group”—the only identified signatory of the Arbitration
Agreement—is not a legal entity.1 Rather, it is a colloquialism sometimes used to refer
to Cambridge Spa Group, LLC, defendant’s parent company, and other times used as an
umbrella term to refer to Cambridge Spa Group, LLC, and its subsidiaries, including
defendant. As described in the next section, defendant did not present the trial court with
a consistent position on what exactly “Cambridge Spa Group” stood for. However, it is
1To avoid confusion, we therefore continue to use quotation marks surrounding
the name throughout this opinion.
3.
undisputed that defendant CSG Holdings was plaintiff’s only employer while she worked
for Massage Envy.
PROCEDURAL HISTORY
After leaving Massage Envy, plaintiff filed the present suit against defendant (and
defendant only) on November 24, 2020. Her complaint asserts various wage-and-hour
claims under the Labor Code and Business and Professions Code, as well as seeking
penalties under the Private Attorneys General Act of 2004 (PAGA), Labor Code
section 2698 et seq. The parties began discovery and in June 2021 stipulated to engage in
mediation. However, by August 2021, defendant had decided to retain new counsel, and
mediation did not proceed.
On August 17, 2021, defendant’s new counsel filed a substitution-of-attorney
form. The section for recording defendant’s consent to the substitution bears the
signature of one Ian Cahn-Fuller, who typed the name “Cambridge Spa Group” in the
space next to his signature.
Around the same time, defendant’s new counsel contacted plaintiff’s counsel and
presented the Arbitration Agreement for the first time. After some debate over whether
the Agreement would apply, given its naming of “Cambridge Spa Group” rather than
defendant’s name, defendant on November 16, 2021, filed the instant motion to compel
arbitration and to stay the PAGA claims.
Defendant took the position in its opening and reply briefs in support of its motion
that “Cambridge Spa Group” referred to its closely related parent entity, and that
defendant could enforce the Agreement based on their parent-subsidiary relationship.2
For instance, defendant characterized the Agreement as stating “that [p]laintiff and
Defendant’s briefs at times referred to “Cambridge Spa Group” as “Cambridge
2
Spa Group, Inc.,” rather than Cambridge Spa Group, LLC.
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Cambridge Spa Group (the parent company of CSG [Holdings]) agree to arbitrate” the
present dispute.
Defendant attached the declaration of Cahn-Fuller, who identified himself as “the
Chief Financial Officer of Cambridge Spa Group, LLC, parent company to defendant
CSG Holdings CA, LLC.” Cahn-Fuller averred that Cambridge Spa Group, LLC is the
parent company to defendant (and multiple other entities); that in preparing his
declaration he had reviewed defendant’s employee personnel files; and that defendant
was plaintiff’s only employer when she worked for Massage Envy. He further averred
that “[a]s part of her onboarding with regard to her employment with [defendant],
[plaintiff] signed a number of employment-related documents,” including the Arbitration
Agreement and the Meal Period Waiver described above. He also mentioned and
attached a new hire rate agreement that plaintiff signed in January 2018—about two
months into her employment—and her performance review documents from February
2019 and March 2020.
In opposition, plaintiff argued in relevant part that (1) the motion to compel was
not properly before the court because the substitution-of-attorney form was ineffective
due to its execution by a representative of “Cambridge Spa Group” rather than defendant;
and (2) defendant could not enforce the Arbitration Agreement because it was between
plaintiff and nonparty “Cambridge Spa Group,” which was never plaintiff’s employer.
Upon receiving the briefs, the trial court permitted the parties to submit
supplemental briefs on “ ‘the issue of Cambridge Spa Group’s authority to consent to the
substitution of attorney . . . on defendant’s behalf.’ ” The parties filed simultaneous
supplemental briefs and declarations on the substitution-of-counsel issue. Defendant
argued its substitution-of-attorney form was properly filed in part because “Cambridge
Spa Group is the colloquial name for a family of companies under the same ownership,
specifically including [defendant].” Defendant provided a supplemental declaration by
Cahn-Fuller, who averred that he had “worked continuously for Cambridge Spa Group
5.
since in or about March 2019,” and that—in addition to serving as the chief financial
officer of Cambridge Spa Group, LLC—he was a member of defendant CSG Holding’s
board of directors with actual authority to sign documents on behalf of defendant. His
supplemental declaration concludes with the following paragraph:
“At various times and in many documents, including employment-
related documents, the phrase ‘Cambridge Spa Group’ is used as a
colloquial name to refer to Cambridge Spa Group, LLC and its subsidiaries,
specifically including CSG Holdings CA, LLC [defendant]. Such can be
seen, as illustrative examples, on some of the documents I previously
presented to the Court as Exhibits to my earlier Declaration.”
The trial court issued a tentative ruling denying the motion, which it then adopted
as its final ruling after a hearing. The court first briefly addressed the substitution-of-
counsel issue, finding that Cahn-Fuller’s declaration confirmed that he had authority to
sign the substitution-of-attorney form on defendant’s behalf—thereby making the
substitution effective. As to the substance of the motion to compel arbitration, the trial
court concluded that defendant lacked the power to enforce the Arbitration Agreement
because (1) defendant was not a party to the Agreement and lacked express authority to
enforce it, and (2) defendant could not successfully invoke equitable estoppel or the third
party beneficiary doctrine as grounds for nonsignatory enforcement.
As to express authority, the trial court found that plaintiff entered the Arbitration
Agreement “with Cambridge Spa Group, the parent company of defendant and not a
party in the action.”3 The court reasoned that the Agreement identified the
“ ‘Company’ ” as referring to “Cambridge Spa Group”; did not name plaintiff’s “actual
employer,” defendant CSG Holdings; was not signed by defendant; and did not contain
language extending its applicability to agents, subsidiaries, or affiliates of “Cambridge
Spa Group.” Further, “[t]o the extent that defendant [was] implying that it and
As discussed in the analysis below, the trial court’s order refers exclusively to
3
“Cambridge Spa Group” as the contracting entity, not Cambridge Spa Group, LLC.
6.
Cambridge Spa Group, as separate entities, may be used interchangeably in the
[A]rbitration [A]greement, there [was] no support for this implication,” because
substituting one entity for the other would violate the principle against reading additional
terms into unambiguous contracts.
As to enforcement by a nonsignatory, the trial court first rejected defendant’s
equitable estoppel theory. The court reasoned that none of plaintiff’s claims were
inextricably bound up or intertwined with the Arbitration Agreement because “the scope
of the written agreement [was] limited to the relationship between plaintiff and
Cambridge Spa Group.” And, since plaintiff was primarily seeking relief for violations
of the Labor Code, it could not be said that plaintiff was benefiting from the Agreement.
The trial court also rejected defendant’s argument that it could enforce the
Agreement as a third party beneficiary. The court reasoned that defendant “failed to
prove that plaintiff and Cambridge Spa Group mutually intended to benefit defendant,”
given the lack of any express indication of that purpose in the Agreement. The trial court
therefore denied the motion, and this appeal followed.
DISCUSSION
I. STANDARDS OF REVIEW
“Absent conflicting evidence, we review de novo the trial court’s interpretation of
an arbitration agreement,” including its determination of whether a valid agreement to
arbitrate was formed. (Trinity v. Life Ins. Co. of North America (2022) 78 Cal.App.5th
1111, 1120; see Juen v. Alain Pinel Realtors, Inc. (2019) 32 Cal.App.5th 972, 978
(Juen).) “Where the trial court’s ruling is based on a finding of fact, we review the
decision for substantial evidence.” (Trinity, at p. 1121.) “However, ‘[w]hen, as here, the
court’s order denying a motion to compel arbitration is based on the court’s finding that
[the movant] failed to carry its burden of proof, the question for the reviewing court is
whether that finding was erroneous as a matter of law.’ ” (Ibid., second brackets added.)
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When applying that standard, the question is “ ‘whether the appellant’s evidence was
(1) “uncontradicted and unimpeached” and (2) “of such a character and weight as to leave
no room for a judicial determination that it was insufficient to support a finding.” ’ ”
(Juen, at p. 979.)
II. ENFORCEMENT AS A PARTY TO THE CONTRACT
A. Relevant Law
Code of Civil Procedure section 1281.2 requires trial courts to order arbitration of
a controversy “[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 to the agreement refuses
to arbitrate such controversy . . . if it determines that an agreement to arbitrate the
controversy exists.” (Italics added.) An arbitration agreement must be in writing to be
valid and enforceable. (Code Civ. Proc., § 1281.) Thus, a threshold question in any
motion to compel arbitration is whether the movant is a party to the arbitration agreement
being invoked. (See Cruise v. Kroger Co. (2015) 233 Cal.App.4th 390, 396; M & M
Foods, Inc. v. Pacific American Fish Co., Inc. (2011) 196 Cal.App.4th 554, 559.)
The party seeking arbitration bears the burden of proving the existence of an
arbitration agreement between the parties by a preponderance of the evidence. (Juen,
supra, 32 Cal.App.5th at p. 978.) An arbitration agreement “is construed like other
contracts to give effect to the intention of the parties,” and ordinary rules of contract
interpretation apply. (Mendoza v. Trans Valley Transport (2022) 75 Cal.App.5th 748,
764.) Mutual intent “ ‘ “is to be inferred, if possible, solely from the written provisions
of the contract.” ’ ” (Fuentes v. TMCSF, Inc. (2018) 26 Cal.App.5th 541, 549; see Civ.
Code,4 § 1639.) However, a contract “may be explained by reference to the
circumstances under which it was made, and the matter to which it relates.” (§ 1647.)
4 All further statutory references are to the Civil Code unless otherwise stated.
8.
“An essential element of any contract is the consent of the parties, or mutual
assent, which must be communicated by each party to the other.” (Mendoza v. Trans
Valley Transport, supra, 75 Cal.App.5th. at p. 777; see § 1565, subd. 3.) “ ‘Mutual
assent is determined under an objective standard applied to the outward manifestations or
expressions of the parties, i.e., the reasonable meaning of their words and acts, and not
their unexpressed intentions or understandings.’ ” (Martinez v. BaronHR, Inc. (2020)
51 Cal.App.5th 962, 967; see Reigelsperger v. Siller (2007) 40 Cal.4th 574, 579
[“uncommunicated subjective intent is irrelevant” to mutual assent].)
B. Analysis
The parties to the action do not dispute the scope of the Arbitration Agreement,
but rather the identity of the parties to the Agreement. Defendant offers two general
arguments for why the trial court should have found it an express party to the Agreement.
We address each in turn.
1. “Cambridge Spa Group” as an Umbrella Term
Defendant’s initial argument is that the trial court erred by not treating it as an
express party to the contract based on Cahn-Fuller’s supplemental declaration that
“Cambridge Spa Group” is a colloquial name used to refer to Cambridge Spa Group,
LLC and its subsidiaries, including defendant.
The first problem with this argument is that it was never presented to the trial
court. Indeed, defendant attempts to fault the trial court for findings that defendant itself
urged upon the court in the briefing below. Defendant argues the trial court “mistakenly
conclud[ed]” (1) that “Cambridge Spa Group” is the parent company of defendant and
(2) that “Cambridge Spa Group” and defendant are different entities. But defendant told
the trial court “that [p]laintiff and Cambridge Spa Group (the parent company of
[defendant] CSG [Holdings]) agree[d] to arbitrate” the present dispute under the
Agreement. This statement reflects defendant’s position below that “Cambridge Spa
Group” meant its parent company Cambridge Spa Group, LLC, and that defendant could
9.
enforce the Agreement based on the two entities’ parent-subsidiary relationship.
Defendant never argued, as it now does, that the words “Cambridge Spa Group” in the
Agreement expressly embrace defendant (among other subsidiaries of Cambridge Spa
Group, LLC). Although the trial court began its analysis by confirming that defendant
was not an express signatory of the Agreement, defendant’s opening and reply briefs in
support of the motion actually appear to concede defendant’s status as a nonsignatory—
focusing entirely on its ability to enforce the Agreement under principles of equitable
estoppel. For instance, defendant argued in its opening brief that it was “immaterial” that
the Agreement named “Cambridge Spa Group” rather than defendant because “basic
principles of estoppel permit [defendant] to enforce the Agreement.”
Defendant offered the Cahn-Fuller supplemental declaration only after the
substantive briefing was complete, and only as evidence of Cahn-Fuller’s authority to
sign the substitution-of-attorney form. Defendant simply never before offered its current
theory that it should be treated as an express signatory of the Agreement because
“Cambridge Spa Group” is used as a colloquial name to refer to Cambridge Spa Group,
LLC and its subsidiaries, which include defendant. “Appellate courts will generally not
consider new theories raised for the first time on appeal.” (RN Solution, Inc. v. Catholic
Healthcare West (2008) 165 Cal.App.4th 1511, 1518.) We exercise our discretion to
address the merits of defendant’s new argument only to point out its substantive flaws.
Defendant’s new emphasis on the Cahn-Fuller supplemental declaration is also
misplaced because that declaration is not as definitive as defendant makes it out to be.
Defendant focuses on Cahn-Fuller’s statement that “the phrase ‘Cambridge Spa Group’ is
used as a colloquial name to refer to Cambridge Spa Group, LLC and its subsidiaries,
specifically including CSG Holdings CA, LLC [defendant].” But the beginning of that
sentence reads: “At various times and in many documents, . . . .” It does not say that
“Cambridge Spa Group” always or usually means both Cambridge Spa Group, LLC and
its subsidiaries. In fact, Cahn-Fuller used the phrase to mean only Cambridge Spa Group,
10.
LLC (not its subsidiaries) in the second paragraph of the same declaration when he stated
he had “worked continuously for Cambridge Spa Group since in or about March 2019.”
The most that can be taken from the newly emphasized portion of the Cahn-Fuller
supplemental declaration is that the name “Cambridge Spa Group” sometimes means a
singular entity and sometimes means numerous related entities. The declaration contains
no statement of which meaning that name was intended to carry in the Arbitration
Agreement, and even if it did, there is no indication that such intent was conveyed to
plaintiff at or before the time of signing.
Notwithstanding defendant’s contrary arguments in the trial court, it is now clear
there is no such entity as “Cambridge Spa Group.” However, that does not mean the
record compels a finding for defendant as a matter of law. As just discussed, the
ambivalence of the Cahn-Fuller supplemental declaration leaves plenty of room to find it
insufficient to support defendant’s proffered position that it is a literal party to the
Agreement. (See Juen, supra, 32 Cal.App.5th at p. 979 [to overturn conclusion that a
party failed its burden of proof, the appellant’s evidence must “ ‘ “leave no room for a
judicial determination that it was insufficient to support a finding” ’ ”].) In addition,
defendant’s interpretation would lead to the absurd result that plaintiff must have agreed
to arbitrate all disputes with any and all of Cambridge Spa Group, LLC’s “multiple”
subsidiaries. Although defendant was undisputedly plaintiff’s only employer, the
Agreement could arguably extend to nonemployment disputes because it applies to “any
and all disputes arising out of or related to your employment or our relationship.”
(Italics added.)
Defendant counters that by finding plaintiff entered the Agreement with
“Cambridge Spa Group,” a nonexistent entity, the trial court “essentially voided the
Agreement” because in that event no one could enforce the Agreement. This, defendant
says, violated the maxim that unclear contracts should be interpreted in a way to make
them valid. (See § 3541.) In the first place, the trial court’s statement that plaintiff
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entered the Agreement “with Cambridge Spa Group, the parent company of defendant”
makes clear it was finding plaintiff entered the Agreement with Cambridge Spa Group,
LLC, an actual entity which could enforce the Agreement should a dispute with plaintiff
“related to . . . [their] relationship” arise. Moreover, we are not persuaded that the rule of
construction favoring interpretation of contract terms so as to give effect to the mutual
intent of the parties applies in determining who the parties are.
We agree with the trial court that the face of the Agreement does not identify
defendant as a signatory to the Agreement.
2. Content and Context
Defendant’s second argument for its express authority to enforce the Agreement is
that the subject matter and the circumstances of the execution make defendant the
reasonably identifiable counterparty to the Agreement. For this argument, defendant
relies entirely on an unpublished, federal case from the Eastern District of Virginia,
Cullen v. Hall Auto., LLC (E.D.Va. Jan. 7, 2022, No. 2:21-cv-00047) 2022 U.S.Dist.
Lexis 77833 [2022 WL 1561227] (Cullen), report and recommendation adopted, Cullen
v. Hall Auto., LLC (E.D.Va. Apr. 28, 2022) 2022 U.S.Dist. Lexis 77743 [2022 WL
1262549]. In Cullen, the district court adopted a magistrate judge’s recommendation to
grant the employer defendant’s motion to compel arbitration based on an arbitration
agreement despite the agreement listing a “corporate moniker” (“MileOne Automotive”)
as “The Company,” rather than the employer’s legal name (Hall Automotive, LLC).
(2022 U.S.Dist. Lexis 77833 at pp. *3-*8, *19-*22.) In an extensive report and
recommendation, the magistrate judge concluded that MileOne—a trademark owned by
the employer’s parent company (id. at pp. *7-*8)—was “a generic descriptor for The
Company that was the other party,” that the moniker “unambiguously referenced [the
plaintiff]’s employer, and [the plaintiff] knew she was signing the [a]rbitration
[a]greement as a condition of her employment” (id. at p. *26). Both the magistrate judge
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and the district judge adopting the recommendation relied on (1) the agreement’s terms
being explicitly related to employment, (2) the circumstances of the plaintiff’s signing the
agreement during her first week, alongside four other new-hire documents that all
identified MileOne, and (3) Virginia law excusing formal naming of contracting parties
“if the party ‘can be identified with reasonable certainty’ ” (id. at p. *25). (See id. at
pp. *4–*6, *19–*24; Cullen v. Auto., LLC, supra, 2022 U.S.Dist. Lexis 77743 at pp. *6–
*9.) The court held the employer, though not named, “was identified as a signatory to the
agreement through the context and content of the agreement.” (Cullen v. Hall Auto.,
LLC, supra, 2022 U.S.Dist. Lexis 77743 at p. *7; see Cullen, supra, 2022 U.S.Dist. Lexis
77833 at pp. *22–*24.)
We decline to follow Cullen’s reasoning here both because the circumstances of
plaintiff’s hiring and onboarding are less clear in this case and because we are not
convinced that California law mirrors Virginia law in excusing the formal naming of
parties to contracts. Taking the latter point first, the cases the parties cite do not persuade
us one way or the other as to whether failure to formally identify the parties to a contract
is fatal under California law. Flores v. Nature’s Best Distribution, LLC (2016)
7 Cal.App.5th 1, which plaintiff cites, is distinguishable because the arbitration
agreement there included no name or definition whatsoever for the employer company,
with a totally blank signature block; and it also failed to define what disputes would be
subject to arbitration or the rules for arbitrating such disputes. (Id. at pp. 9–10.)
Defendant’s cases, on the other hand, both involve claims for breach of a land sale
contract and apply the rule that to satisfy the statute of frauds, the contract must be
evidenced by a writing “ ‘ “which states with reasonable certainty . . . each party to the
contract” ’ ” as well as the material terms of the agreement. (Burge v. Krug (1958)
160 Cal.App.2d 201, 207, italics omitted; see Sterling v. Taylor (2007) 40 Cal.4th 757,
772–773 [holding that it did not violate the statute of frauds for the memorandum of the
contract to omit the name of the seller’s partnership where it included the name of the
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general partner who was the partnership’s authorized agent].) The sufficiency of a
writing for purposes of the statute of frauds is distinct from the sufficiency of a contract
itself, in terms of identifying the parties, and we deem it unnecessary to embark on
independent research to resolve this issue in light of the factual distinctions between this
case and Cullen.
Although the content of the Arbitration Agreement is undisputedly “geared toward
employment,” as in Cullen, supra, 2022 U.S.Dist. Lexis 77833 at page *21, the few
circumstances we know of plaintiff’s signing do not “establish that the other signatory to
[the Agreement] was necessarily [her] employer,” defendant CSG Holdings (id. at
p. *24). The only record evidence regarding the context of plaintiff signing the
Agreement is that she signed it on her first day of work “[a]s part of her onboarding” with
defendant, and that she also signed the Meal Period Waiver the same day. We are not
told where or with whom plaintiff completed these forms, nor even who countersigned
the Arbitration Agreement on the line designated for “Company Representative
Signature.” Unlike in Cullen, supra, 2022 U.S.Dist. Lexis 77833, and as discussed in
more detail in the estoppel section below, there is no affirmative evidence that plaintiff
“knew she was signing the Arbitration Agreement as a condition of her employment”
with defendant. (Id. at p. *26.) Nor is there any evidence that plaintiff knew at the time
of signing exactly who her employer was. (Cf. Cullen v. Hall Auto., LLC, supra, 2022
U.S.Dist. Lexis 77743 at p. *8 [describing plaintiff’s deposition testimony as stating she
“had no doubts about the entity who was her employer”].) In contrast to the plaintiff’s
contemporaneous signing of five onboarding documents which all referenced the
MileOne trademark in Cullen, here plaintiff signed just two documents at the start of her
employment—the Arbitration Agreement and the Meal Period Waiver—and each of them
identified a different entity (or purported entity). The Arbitration Agreement only
referenced “Cambridge Spa Group,” and the Meal Period Waiver only referenced “CSG
Holdings CA, LLC,” defendant’s legal name. The other employment-related documents
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attached to the original Cahn-Fuller declaration—plaintiff’s January 2018 new hire rate
agreement and her performance review documents from 2019 and 2020—were not part of
plaintiff’s November 2017 onboarding and do not bear upon her knowledge of her
employing entity at the time she signed the Arbitration Agreement.5
At oral argument, defendant argued almost exclusively that we should not be
concerned with the Agreement’s ambiguity in identifying the countersigning entity
because the Agreement is unambiguous about its subject matter: the mandatory
arbitration of any disputes “arising out of or related to [plaintiff’s] employment.”
According to defendant, this compels the conclusion that it—plaintiff’s undisputed, sole
employer—must be able to enforce the Agreement, either as an express party to the
contract or as a third party beneficiary of the contract. We address the third party
beneficiary angle below, and we do not accept defendant’s contention that the
Agreement’s subject matter dictates the identification of its signatories.
A relatively recent Ninth Circuit decision, which neither side mentions, supports
our reticence to let surrounding circumstances and subject matter dictate party
identification. (See Ahlstrom v. DHI Mortg. Company, Ltd., L.P. (9th Cir. 2021) 21 F.4th
631.) In Ahlstrom, the Ninth Circuit—applying California law—held that an arbitration
agreement “plainly drafted to govern an employer-employee relationship” (id. at p. 635)
5 The day before oral argument, defendant provided notice of supplemental
authority, directing us to the Second Appellate District’s recent decision in Alberto v.
Cambrian Homecare (2023) 91 Cal.App.5th 482. Defendant argues the portion of the
case upholding the trial court’s decision under section 1642 to construe together two
separate agreements signed on the same day as separate aspects of a single primary
transaction (the plaintiff’s hiring) supports defendant’s argument here that we should read
the Arbitration Agreement alongside the other employment documents plaintiff signed.
As just explained, here the only two documents executed on the same day as part of
plaintiff’s onboarding were the Arbitration Agreement and the Meal Period Waiver. The
Meal Period Waiver has nothing to do with the issue addressed by the Arbitration
Agreement—how to resolve disputes arising from plaintiff’s employment—and we
decline to impute its references to CSG Holdings into the Arbitration Agreement.
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and signed as part of the plaintiff’s onboarding could not be enforced by the plaintiff’s
actual employer (the defendant) because the agreement identified the employer’s
nonparty parent company as the only signatory and nowhere referenced the plaintiff’s
actual employer (id. at pp. 633, 635–636). Instead of imputing the employer’s name into
the arbitration agreement based on its coverage of employment matters and the plaintiff
having signed it during his onboarding (like the court did in Cullen, supra, 2022
U.S.Dist. Lexis 77833), the Ninth Circuit concluded there was no properly formed
agreement to arbitrate because the agreement as drafted governed a relationship between
the plaintiff and the nonparty parent company that did not exist. (Ahlstrom, at p. 636.)
The court of appeals also refused to treat the agreement’s listing of the parent company as
impliedly encompassing its subsidiaries and thereby identifying the plaintiff’s actual
employer. (Ibid.) Of course, the present case is distinct in that the Arbitration
Agreement lists a colloquial name, not a true legal entity, as the counterparty. However,
Ahlstrom still supports our view that the surrounding circumstances and general tenor of
an arbitration agreement are of limited relevance in determining its signatories.
In sum, we find no basis to overturn the trial court’s conclusion that defendant
lacks express authority to enforce the Arbitration Agreement because it is not a party to
that agreement.
III. ENFORCEMENT AS A NONSIGNATORY
Having concluded that defendant is not a signatory to the Arbitration Agreement,
we now turn to defendant’s arguments that it can nonetheless enforce the Agreement as a
nonsignatory. Because the only issue before us is whether defendant can enforce the
Agreement, we do not decide whether the Agreement was improperly formed or void by
virtue of naming a nonexistent entity (“Cambridge Spa Group”) as the counterparty. For
the sake of the arguments in this section, however, we assume the Agreement was formed
between plaintiff and Cambridge Spa Group, LLC, defendant’s parent company.
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In general, a nonsignatory to an arbitration agreement lacks standing to enforce it.
(Cohen v. TNP 2008 Participating Notes Program, LLC (2019) 31 Cal.App.5th 840,
856.) However, there are certain limited circumstances in which a nonsignatory may still
enforce such an agreement (or be bound by it). (See Jensen v. U-Haul Co. of California
(2017) 18 Cal.App.5th 295, 300 [listing six theories].) Defendant here asserts two
theories of nonsignatory enforcement, each of which we—like the trial court—reject.
A. Third Party Beneficiary Theory
A nonsignatory may enforce an arbitration agreement as a third party beneficiary
if it establishes (1) it “would in fact benefit from the contract,” (2) “a motivating purpose
of the contracting parties was to provide a benefit to [it as a] third party,” and
(3) permitting it to enforce the contract would be “consistent with the objectives of the
contract and the reasonable expectations of the contracting parties.” (Goonewardene v.
ADP, LLC (2019) 6 Cal.5th 817, 830.) The contracting parties’ motivating purpose, or
intent, to benefit the third party must appear expressly in the contract. (§ 1559; see
Jarboe v. Hanlees Auto Group (2020) 53 Cal.App.5th 539, 550 [noting third party’s
burden to prove that the contract was “made expressly for [the third party’s] benefit”
(italics omitted)]; see also Goonewardene, at p. 830 [clarifying that “intent-to-benefit
case law remains pertinent” to the second element].) The contract need not specifically
name the third party; it is enough if the third party is a member of a class of persons for
whose benefit the contract was made. (Ronay Family Limited Partnership v. Tweed
(2013) 216 Cal.App.4th 830, 838–839.) In any event, however, “the contracting parties
must clearly manifest their intent to benefit the third party.” (Kalmanovitz v. Bitting
(1996) 43 Cal.App.4th 311, 314.) It is not enough to simply show the contracting parties
knew “that a benefit to the third party may follow from the contract.” (Goonewardene, at
p. 830.)
Defendant’s arguments for its standing as a third party beneficiary mirror its
arguments for why it should be viewed as an actual signatory. Again, we decline to
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permit enforcement of the Arbitration Agreement based solely on the Agreement’s
general subject matter, the circumstances of its signing, and an ambivalent declaration
that “Cambridge Spa Group” sometimes refers to both defendant’s parent company and
the parent company’s subsidiaries.
It would have been easy for Cambridge Spa Group, LLC to draft the agreement in
a way that would expressly demonstrate the parties’ intent, or motivating purpose, to
benefit defendant. For example, in Fuentes v. TMCSF, Inc. (2018) 26 Cal.App.5th 541,
the arbitration clause specified that it applied not only to the signatory entity but also to
the signatory’s “ ‘successors, assigns, parents, subsidiaries, or affiliates and/or any
employees, officers, directors, agents.’ ” (Id. at p. 549.) The Fuentes court recognized
this as a “list of intended third party beneficiaries” but rejected the nonsignatory’s
standing argument because the nonsignatory did not fall within any of these categories.
(Id. at p. 552.) Here, the Arbitration Agreement does not include any similar list of
categories of entities or persons who might invoke its benefits.
Defendant argues, however, that the Agreement’s coverage of disputes arising
from plaintiff’s employment means that the parties necessarily contemplated enforcement
by plaintiff’s employer (defendant). This argument stretches the third party beneficiary
doctrine too far and lacks support in the cases defendant cites. For instance, in Macaulay
v. Norlander (1992) 12 Cal.App.4th 1, the Court of Appeal held that an “introducing
broker” had standing as a third party beneficiary to enforce an arbitration agreement
executed by a “clearing broker” and a stock investor, despite the introducing broker not
being named in the agreement. The court did not come to this conclusion because of the
arbitration agreement’s coverage of claims arising from brokerage transactions and the
movant’s broker status. Rather, contrary to defendant’s present assertion in its reply
brief, the court rested its holding on the arbitration agreement’s specific mention and
incorporation of claims against introducing brokers such as the movant in that case.
(Macaulay, pp. 7–8 & fn. 2.) Indeed, the Macaulay court emphasized the need to
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“scrutinize the language in the closing broker’s agreement to determine whether it
selectively includes or excludes the introducing broker from the arbitration provision.”
(Id. at p. 8.) Although the present case does not involve brokerage agreements, this
mandate to find a textual anchor for third party beneficiary status applies across the
spectrum of contracts. While the contract need not specifically name the purported
beneficiary, the prospective beneficiary must do more than show that the contract was
directed to matters that it might wish to enforce in the future.
Like the trial court here, we find no manifest expression of an intent to benefit
defendant, and therefore defendant cannot enforce the Arbitration Agreement as a third
party beneficiary.
B. Equitable Estoppel Theory
Turning to defendant’s second and final alternative theory, equitable estoppel
generally precludes a party from asserting her rights against another “ ‘ “when [her] own
conduct renders assertion of those rights contrary to equity.” ’ ” (Goldman v. KPMG,
LLP (2009) 173 Cal.App.4th 209, 220.) In the arbitration context, the equitable estoppel
doctrine “applies only if the plaintiff[’s] claims against the nonsignatory are
[(1)] dependent upon, or [(2)] inextricably bound up with, the obligations imposed by the
contract [the] plaintiff has signed with the signatory.” (Id. at pp. 229–230; see id. at
pp. 218–219.) The doctrine’s underlying policy is that “ ‘a party may not make use of a
contract containing an arbitration clause and then attempt to avoid the duty to arbitrate’ ”
under that contract. (Jarboe v. Hanlees Auto Group, supra, 53 Cal.App.5th at p. 552.)
As to the first scenario, plaintiff’s causes of action against defendant do not
depend or rely upon the terms or obligations of the Arbitration Agreement. (See
Goldman v. KPMG, LLP, supra, 173 Cal.App.4th at p. 218.) Plaintiff’s claims are not
based on the Arbitration Agreement at all, but rather based on her former employment
relationship with defendant. Defendant cites no term of the Arbitration Agreement
having any bearing on the substance of plaintiff’s allegations. (See id. at p. 230 [making
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the same observation].) Therefore, “the basis for equitable estoppel—relying on an
agreement for one purpose while disavowing the arbitration clause of the agreement—is
completely absent.” (Ibid.)
Nonetheless, even when a claim does not expressly rely on the underlying
agreement, estoppel may still be found equitable under the second scenario in which the
claims against a nonsignatory are “inextricably bound up with . . . the obligations
imposed by the contract [the] plaintiff has signed with the signatory.” (Goldman v.
KPMG, LLP, supra, 173 Cal.App.4th at pp. 229–230.) In the employment context, courts
have estopped plaintiffs from avoiding arbitration with nonsignatory defendants who are
sued alongside a signatory defendant. (See Garcia v. Pexco, LLC (2017) 11 Cal.App.5th
782, 786–788 [the plaintiff asserting Lab. Code violations against the employer signatory
staffing company was equitably estopped from avoiding arbitration with the nonsignatory
codefendant company where he was assigned to work]; Boucher v. Alliance Title Co.,
Inc. (2005) 127 Cal.App.4th 262, 272 [where the plaintiff’s claims relied on and assumed
the existence of the employment agreement he signed with his original employer, the
plaintiff was estopped from avoiding arbitration with the nonsignatory codefendant
successor employer].) In both Garcia and Boucher, estoppel was warranted because each
plaintiff’s Labor Code claims “presumed the existence of the employment agreement
with the signatory defendant.” (Garcia, at p. 787 [analogizing to Boucher].)
Here, plaintiff’s claims of course presume the existence of an employment
relationship with defendant, since she is alleging wage-and-hour violations; but her
claims do not presume the existence of an employment agreement with defendant that
included an agreement to arbitrate all disputes between them. Assuming (as we do for
purposes of this argument) the only signatories to the Arbitration Agreement were
plaintiff and Cambridge Spa Group, LLC, there is simply no showing that plaintiff’s
present suit against CSG Holdings is founded upon or intertwined with that Agreement.
This case is distinct from Garcia v. Pexco, LLC, supra, 11 Cal.App.5th 782 and Boucher
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v. Alliance Title Co., Inc., supra, 127 Cal.App.4th 262 because the lone corporate
signatory to the Arbitration Agreement—Cambridge Spa Group, LLC—is a company
with whom plaintiff does not claim to have any employment relationship whatsoever.
We believe this is why the trial court, in a portion of its estoppel analysis, observed that
the Arbitration Agreement’s “scope . . . [was] limited to the relationship between plaintiff
and Cambridge Spa Group.” As defendant correctly notes, the equitable estoppel
doctrine would serve no purpose if it were foreclosed by the absence of the moving
defendant’s signature on the underlying contract. However, we understand the trial court
to have been focusing—not on defendant’s nonsignatory status—but rather on the lack of
demonstrable connection between plaintiff’s employment with defendant (on the one
hand) and her agreement to arbitrate with Cambridge Spa Group, LLC (on the other).
Defendant attempts to manufacture this missing connection by arguing that,
regardless of the signatories, the Arbitration Agreement “formed one of the basic terms of
[plaintiff’s] employment”; and therefore she should not be permitted to avoid arbitration
of her employment claims, having benefited from her period of employment. We are not
persuaded. Although defendant repeatedly argued—both in its briefs and at oral
argument—that plaintiff was required to sign the Agreement as a condition of her
employment with defendant, there is no actual record evidence that this was so.
According to defendant’s reply brief, “[t]he evidence in the record shows that, had
[p]laintiff not signed the Arbitration Agreement, she would not have received
employment with [defendant], and, thus, the underlying dispute, and, in turn, this lawsuit,
would not exist.” The only record citation defendant provides is to the second paragraph
of the original Cahn-Fuller declaration, which merely states that Cahn-Fuller reviewed
defendant’s employee personnel files. Paragraph four of that declaration comes slightly
closer, stating: “As part of her onboarding with regard to her employment with
[defendant], [plaintiff] signed a number of employment-related documents, including”
the Arbitration Agreement and the Meal Period Waiver. However, this by no means
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states that plaintiff’s employment was contingent upon her signing the Arbitration
Agreement. We are unwilling to assume the Arbitration Agreement constituted a basic
term of plaintiff’s employment based solely on the arguments of counsel.
Defendant analogizes this case to Marenco v. DirecTV LLC (2015)
233 Cal.App.4th 1409 where, it argues, the plaintiff was estopped from avoiding
arbitration of her claims against a successor employer who had bought out her original
employer. The analogy falls flat because, first, we agree with plaintiff that Marenco was
decided primarily on implied consent as opposed to equitable estoppel grounds.
Although Marenco discusses estoppel principles midway through its analysis (id. at
pp. 1419–1420), the court’s actual holding was that the plaintiff’s “continued
employment with [the successor company] served as his implied consent to preserving
the original terms of employment, including the arbitration agreement” signed with his
original employer (id. at p. 1420). This constituted the plaintiff’s implied-in-fact
acceptance of the agreement assumed by the successor employer. (Id. at p. 1418.) In our
case, there was no similar change of employers such that plaintiff’s continued work for
defendant would have any bearing. Second, even assuming Marenco’s holding rested on
equitable estoppel grounds, in Marenco “there [was] no doubt that the agreement formed
one of the terms of [the plaintiff]’s employment.” (Id. at p. 1419.) The same cannot be
said here.
We note part of the difficulty for defendant is that we are dealing here with a
stand-alone arbitration agreement, as opposed to an arbitration clause within a broader
employment agreement. It is easier to make the case for equitable estoppel when there is
a broader agreement containing an arbitration clause because it will generally be clearer
that the plaintiff is attempting to gain the benefits of the contract (by bringing suit) while
not honoring its arbitration provision. (See, e.g., Boucher v. Alliance Title Co., Inc.,
supra, 127 Cal.App.4th at p. 272 [“a party may not make use of a contract containing an
arbitration clause and then attempt to avoid the duty to arbitrate”].) However, our
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decision is not based on the fact of the Arbitration Agreement’s existence separate from
any broader employment contract. It is simply based on the lack of any unfairness shown
on this record in permitting plaintiff to proceed with her claims in court. (See Jarboe v.
Hanlees Auto Group, supra, 53 Cal.App.5th at p. 555 [“the linchpin of the estoppel
doctrine is fairness”].) Defendant has not demonstrated that plaintiff’s employment was
predicated on her signing the Arbitration Agreement such that she enjoyed its benefits
and must be estopped from attempting to avoid a resulting duty to arbitrate.
DISPOSITION
The order denying defendant’s motion to compel arbitration is affirmed. Plaintiff
is awarded her costs on appeal.
DETJEN, J.
WE CONCUR:
POOCHIGIAN, Acting P. J.
SMITH, J.
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