Opinion
B327481
09-12-2024
MARIA MELENDEZ, Plaintiff and Respondent, v. HCSG WEST LLC et al., Defendants and Appellants.
McIntyre & Larson, Jeffrey Curran McIntyre, and Robert Garcia, Jr. for Plaintiff and Respondent. Constangy, Brooks, Smith & Prophete LLP, Kenneth D. Sulzer, Steven B. Katz, and Remy Kessler for Defendants and Appellants.
NOT TO BE PUBLISHED
APPEAL from an order of the Superior Court of Los Angeles County No. 22STCV30593, Yolanda Orozco, Judge. Affirmed.
McIntyre & Larson, Jeffrey Curran McIntyre, and Robert Garcia, Jr. for Plaintiff and Respondent.
Constangy, Brooks, Smith & Prophete LLP, Kenneth D. Sulzer, Steven B. Katz, and Remy Kessler for Defendants and Appellants.
EDMON, P. J.
Defendants HCSG West, LLC (HCSG West) and Hilda Reyes (collectively, defendants) appeal from the trial court's order denying defendants' petition to compel arbitration of claims filed by plaintiff Maria Melendez. Defendants contend the trial court erred by denying the petition because Melendez, a former employee of HCSG West, had signed an agreement with HCSG West's parent company, Healthcare Services Group, Inc. (HSG), to arbitrate disputes arising out of the employment relationship. Substantial evidence supports the trial court's finding that the arbitration agreement was void for fraud in the execution because defendants or their parent company pressured Melendez to sign English-language documents, including the arbitration agreement, they knew she could not read. Thus, we affirm.
FACTUAL AND PROCEDURAL BACKGROUND
I. Complaint.
Melendez was employed by HCSG West or its predecessors as a "trayline attendant" from September 2008 until her termination in January 2022. She filed the present action against HCSG West and her supervisor, Reyes, alleging that between 2020 and 2022, she was subjected to a hostile work environment, discriminated against, harassed, and threatened by defendants on the basis of her national origin and physical disabilities. Melendez asserted nine causes of action, including national origin and disability discrimination, failure to accommodate, retaliation, and harassment.
II. Defendants' petition to compel arbitration.
Defendants moved to compel arbitration. They contended that in May 2018, Melendez signed an arbitration agreement with HSG in which she agreed to arbitrate all employment-related claims. In relevant part, the agreement provided: "In consideration of the employment relationship between Healthcare Services Group, Inc. ('Company') and Maria Melendez ('Employee') (collectively, the 'Parties') . . . the Parties hereby agree that any and all disputes, claims, or controversies between the Parties arising out of or relating to this Agreement, the employment relationship between the Parties, or the formation or termination of the employment relationship, that are not resolved by mutual agreement, shall be resolved by final and binding arbitration, including any claims that Company may have against Employee or that Employee may have against Company."
Defendants urged that the arbitration agreement covered all of Melendez's claims and was neither substantively nor procedurally unconscionable. Defendants also urged that although they were not parties to the arbitration agreement, they were entitled to enforce it because they were intended third-party beneficiaries.
Defendants submitted the declaration of Tami Ford in support of their petition to compel. Ford said that HCSG West is a wholly owned subsidiary of HSG, whose principal place of business is in Pennsylvania. HSG and HCSG West jointly employed Melendez as a dietary aid at Sylmar Health and Rehabilitation Center (Sylmar Health), where HCSG West provided dietary and nutrition services. On May 1, 2018, Melendez signed paperwork that included an arbitration agreement. A HSG representative signed the arbitration agreement the same day.
Although the record is not entirely clear on this point, it appears that Melendez was employed by HSG before May 2018, and by HCSG West (or both HSG and HCSG West) after May 2018.
Ford declared that although only Melendez and HSG signed the arbitration agreement, it was "intended to apply to all entities and individuals involved in the employment relationship between Ms. Melendez and Healthcare Services, including HCSG West and Ms. Melendez's former supervisor, Ms. Reyes. HCSG West and Ms. Reyes are intended beneficiaries of the Arbitration Agreement."
III. Melendez's opposition to petition to compel.
Melendez opposed the petition to compel arbitration. She noted HSG was not a defendant, and she had never entered into an arbitration agreement with HCSG West or Reyes. Further, Melendez said she could not read English, had been subject to undue influence when she signed documents on May 1, 2018, and did not know she had signed an arbitration agreement. She therefore urged there was no mutual assent to arbitrate and the arbitration agreement was not enforceable.
In support of her opposition, Melendez submitted her declaration, which stated as follows:
"Spanish is my primary language and I have a very limited knowledge of English. When dealing with English, except for non-complex and very routine discussions, I require the use of a translator, and I often rely on others to translate for me when necessary. For example, when speaking with my attorney, I need to use a translator in order to understand what we are talking about. [¶] . . . [¶]
"My job as a tray line attendant did not require me to have a very in-depth knowledge of the English language such that I was able to competently perform my job. I was required only to provide signatures, and speak in simple, fundamental English statements.
". . . In or about May 2018, while working with Healthcare Services Group, Inc., myself and about six other employees were called into the office. We were told that if we wanted to stay we would need to fill out certain paperwork. At no time did I ever know what was in the documents I signed and I never was told or received a translation of the documents. [¶] . . . [¶]
". . . We were each given a handful of documents, none of which were in Spanish. No one explained this paperwork to us. When I asked a supervisor, who was running the meeting, and who was the only Spanish speaking person present from management, whether we could review Spanish versions of the documents, the other Spanish speaking employees all asked for this, too. The supervisor informed us that there was no Spanish translation available, that he did not have time to translate the documents for us, and that the documents were 'routine paper work' and that we should just sign them and we would receive Spanish copies at [a] later time.
". . . I cannot read or write English, other than the limited routine statements noted above that I have learned and that are necessary for the performance of my job duties and I could not read or understand the documents which were provided to me only in English.
". . . [A]t the time they were given to me to sign, I did not know what the documents were that I was required to sign and was just told to sign in the appropriate areas. I did not want to get in trouble, so I signed the documents.
". . . I was never provided a Spanish translation of the documents, despite having requested one, and being promised I would receive one.
". . . At no time was I aware that by signing the documents, I was giving up my legal right to have a jury trial and related legal rights regarding my employer. To my knowledge I never signed an arbitration agreement or any other similar documents to those I signed in May 2018, with HCSG West, LLC or Hilda Reyes."
IV. Order denying petition to compel.
The trial court denied the petition to compel arbitration. Its written ruling stated as follows:
" Although it is true that when a person with the ability to read and understand an instrument signs it, he is bound by the provisions of such instrument, in the absence of fraud or imposition, it is likewise true that a party to a contract will not be bound by it unless he assents to it and, if he did not in reality assent, such want of assent may be shown in order to avoid the effect of his signature.' (Wetzstein v. Thomasson (1939) 34 Cal.App.2d 554, 559.)
"Plaintiff has presented her own declaration, signed under oath, that she speaks limited English and that she could not read or understand the Agreement, that she requested that the agreement be translated, or that a Spanish version of the Agreement be provided to her. Defendants have not presented any evidence to rebut Plaintiffs assertion that she could not read or understand the agreement or that upon her request, the Agreement was explained to her.
"Plaintiff has presented evidence that the Agreement was not explained to her, she was told that she needed to fill out certain papers that were 'routine paperwork,' but was not told the purpose of the documents she was signing, despite her request for a translation. Moreover, Plaintiff presents evidence that Defendants acted in bad faith in refusing to translate the documents and then promising to provide Spanish copies at a later time if she signed the documents first. No Spanish translations of the documents were ever provided. Defendant failed to provide evidence to rebut Plaintiffs assertion that the Agreement lacked mutual assent.
"While it is true that nothing prevented Plaintiff from taking the documents home and having someone else translate them, there is no evidence that Plaintiff was informed of this option. Although Plaintiff does not directly state that she was told she had to sign the Agreement on the spot, Plaintiff does state that her request to have the documents translated was denied by the only Spanish-speaking manager who stated he had no time and Spanish copies would be provided at a later time if Plaintiff signed.
"Fraud in the 'execution' or 'inception' of a contract '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, mutual assent is lacking, and the contract is void.' [Citation.] Here, Plaintiff alleges sufficient facts to show that her consent to the agreement was fraudulently induced based on Defendants' representations that the Agreement was routine paperwork and that a Spanish copy of the Agreement would be provided if she signed first. Defendants fail to present any evidence to rebut Plaintiffs declaration.
"In [Najarro] v. Superior Court . . . , the Appeal Court found plaintiffs arbitration agreement showed a lack of mutual assent because although the Plaintiff did not describe any difficulty understanding Spanish, she informed the defendant that she 'did not understand some of the documents' she was signing, and nobody attempted to explain the documents to her. (Najarro v. Superior Court (2021) 70 Cal.App.5th 871, 887 [(Najarro)].) 'Defendants just flipped to the signature page, put their hand over the document and had me sign, stating, "it's just a requirement to work for the company," and did not permit me to read it.' (Id.) In [Najarro], the Appeal Court found fraud in the execution of the agreement because the Plaintiff could not understand the arbitration agreement, communicated that fact to the defendant but no explanation was provided, was told the agreement was a requirement to work for the defendant and was prevented from reading the agreement. (Id.)
"In Rosenthal v. Great Western Fin. Securities Corp. (1996), the California Supreme Court held that . . . misrepresentations about the nature or character of the agreement 'do not negate the other party's apparent manifestation of assent, if the second party had reasonable opportunity to know of the character or essential terms of the proposed contract. (Rest. 2d Contracts, § 163.)' (Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 423 [(Rosenthal)] [parenthetical omitted].) However, a party's limited ability to understand English may warrant a different result when the plaintiff relies on the defendant's representations as to what the 'terms of the agreements' are such that 'plaintiffs would not have been negligent in relying on the [defendants'] representatives instead of reading the agreements themselves.' (Id. at 428; see also C.I.T. Corp. v. Panac (1944) 25 Cal.2d 547, 560 [plaintiffs' illiteracy and their reliance on the representations regarding the character of the contract was sufficient to support a finding of fraud in the execution].)
"Plaintiff has presented evidence that she was unable to understand what she was signing, and that she communicated her inability to understand to Defendants, who refused to translate or explain the terms of the Agreement or the nature of the Agreement. Defendants offer no evidence to rebut Plaintiffs declaration and fail to show that the Agreement was explained to her, that she never requested that the Agreement be explained to her, or that she never requested a Spanish version of the documents she signed on or about May of 2018.
"In the absence of contradicting evidence, Plaintiffs declaration is sufficient to show that the Agreement was never explained to her or that she was informed that she was signing an arbitration agreement waiving her right to a jury trial. Instead, she signed the Agreement based on the Defendants' representations that 'if she wanted to stay she would need to fill out certain paperwork' and that the documents she was signing were 'routine paperwork.' Moreover, Plaintiff could not discover the nature of the Agreement because no Spanish copy was provided to her despite the promise that one would be provided at a later time. Plaintiff sufficiently alleged that she would only be entitled to a Spanish translation of the documents if she signed the documents.
"Accordingly, Plaintiff presented sufficient evidence of fraud in the execution because she relied on Defendants' representation as to the nature of the Agreement being only routine paperwork rather than an arbitration agreement, was induced into signing the agreement based on that representation and the promise that a Spanish translation would be provided if she signed, and since no translation was provided, Plaintiff could not discover the nature of the agreement. Furthermore, Defendants have failed to present any evidence to rebut Plaintiff's declaration.
"Based on the foregoing, the Defendants' Motion to Compel Arbitration is DENIED." (Citations omitted.)
The trial court also found defendants had standing to seek to compel arbitration even though they were not signatories to the arbitration agreement. Melendez does not challenge that finding on appeal.
Defendants timely appealed from the order denying the petition to compel arbitration.
DISCUSSION
Defendants contend that substantial evidence does not support the trial court's conclusion that the arbitration agreement was void for fraud in the execution. First, defendants contend they adequately informed Melendez of the arbitration agreement because they said the paperwork was "routine," arbitration agreements are commonly included in employment agreements, and the Spanish word for arbitration ("arbitraje") is similar to the analogous word in English. Second, defendants argue Melendez unreasonably relied on their representations because she could have taken the paperwork home and had it translated before signing. Defendants' contentions lack merit, as we discuss.
I. Appealability and standard of review.
Code of Civil Procedure sections 1281.2 and 1290.2 create a summary proceeding for resolving petitions to compel arbitration. (Rosenthal, supra, 14 Cal.4th at p. 413; Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 972 (Engalla).) Because the existence of an arbitration agreement is a statutory prerequisite to granting a petition, the petitioner bears the burden of proving its existence by a preponderance of the evidence. If the party opposing the petition raises a defense to enforcement, that party bears the burden of proving by a preponderance of the evidence any fact necessary to the defense. (Rosenthal, at p. 413.)
"In these summary proceedings, the trial court sits as a trier of fact, weighing all the affidavits, declarations, and other documentary evidence, as well as oral testimony received at the court's discretion, to reach a final determination." (Engalla, supra, 15 Cal.4th at p. 972.)" '[T]he issue of whether an arbitration agreement exists is a "preliminary question to be determined by the court. . . ." [Citations.] If that preliminary question requires the resolution of factual issues, then the court must resolve such issues . . . .'" (Caballero v. Premier Care Simi Valley LLC (2021) 69 Cal.App.5th 512, 517 (Caballero), citing Baker v. Italian Maple Holdings, LLC (2017) 13 Cal.App.5th 1152, 1157.)
An order denying a motion to compel arbitration is appealable. (Code Civ. Proc., § 1294, subd. (a).) On appeal from an order denying a petition to compel arbitration, we review the trial court's factual determinations for substantial evidence, and we independently review legal issues. (Kinder v. Capistrano Beach Care Center, LLC (2023) 91 Cal.App.5th 804, 811; Pacific Fertility Cases (2022) 85 Cal.App.5th 887, 892; Lopez v. Bartlett Care Center, LLC (2019) 39 Cal.App.5th 311, 317.)
II. Fraud in the execution.
By its own terms, the arbitration agreement attached to defendants' petition is "enforceable under and . . . is subject to" the Federal Arbitration Act (FAA). State law governs questions of contract formation under the FAA "unless state law fails 'to place arbitration agreements "on equal footing with all other contracts."' (Kindred Nursing Centers Ltd. Partnership v. Clark (2017) 581 U.S. 246, 248, quoting DIRECTV, Inc. v. Imburgia (2015) 577 U.S. 47, 54.)" (Weeks v. Interactive Life Forms, LLC (2024) 100 Cal.App.5th 1077, 1089; see also Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 236 [courts apply state contract law in determining the rights of parties to enforce an arbitration agreement under the FAA].)
In California, general principles of contract law determine whether parties have entered into a binding agreement to arbitrate. (Craig v. Brown & Root, Inc. (2000) 84 Cal.App.4th 416, 420.)" 'An essential element of any contract is the consent of the parties, or mutual assent.' (Donovan v. RRL Corp. (2001) 26 Cal.4th 261, 270.) . . . '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.'" (Caballero, supra, 69 Cal.App.5th at p. 518; see also Rodriguez v. Oto (2013) 212 Cal.App.4th 1020, 1027 [contract formation requires mutual assent].)
As a general rule, "a signature on a written contract is an objective manifestation of assent to [the contract's] terms." (Rodriguez v. Oto, supra, 212 Cal.App.4th at p. 1027.) However, a contract may not be enforceable if a party's signature resulted from "fraud, mistake, or another vitiating factor." (Ibid.; see also Rosenthal, supra, 14 Cal.4th at p. 415.)
California law distinguishes between fraud in the "execution" or "inception" of a contract and fraud in the "inducement" of a contract. "[I]n the former case' "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, mutual assent is lacking, and [the contract] is void. In such a case it may be disregarded without the necessity of rescission."' [Citation.] Fraud in the inducement, by contrast, occurs when' "the promisor knows what he is signing but his consent is induced by fraud, mutual assent is present[,] and a contract is formed, which, by reason of the fraud, is voidable. In order to escape from its obligations the aggrieved party must rescind . . . ." '" (Rosenthal, supra, 14 Cal.4th at p. 415, italics omitted; see also Najarro, supra, 70 Cal.App.5th at pp. 885-886 [citing Rosenthal]; Ramos v. Westlake Services LLC (2015) 242 Cal.App.4th 674, 688 (Ramos) [same].)
Because parties generally are expected to acquaint themselves with the contents of agreements before signing them, "[o]ne party's misrepresentations as to the nature or character of the writing do not negate the other party's apparent manifestation of assent, if the second party had 'reasonable opportunity to know of the character or essential terms of the proposed contract.'" (Rosenthal, supra, 14 Cal.4th at p. 423; see also Ramos, supra, 242 Cal.App.4th at pp. 688-689 [quoting Rosenthal].) However, "[a] contract may . . . be held wholly void, despite the parties' apparent assent to it, when,' "without negligence on his part, a signer attaches his signature to a paper assuming it to be a paper of a different character." '" (Rosenthal, supra, 14 Cal.4th at p. 420.) To make out a claim of fraud in the execution, therefore, "plaintiffs must show their apparent assent to the contracts-their signatures on the . . . agreements-is negated by fraud so fundamental that they were deceived as to the basic character of the documents they signed and had no reasonable opportunity to learn the truth." (Id. at p. 425.)
Courts have routinely found arbitration agreements void for fraud in the execution where non-drafting parties were asked to sign agreements the drafting parties knew they could not read, as illustrated in Rosenthal and Najarro. In Rosenthal, supra, 14 Cal.4th 394, a group of plaintiffs sued banks for alleged misrepresentations relating to mutual fund investments. The banks petitioned to compel arbitration based on the plaintiffs' execution of client agreements containing arbitration clauses; the trial court denied the petition as to all but one plaintiff. (Id. at p. 403.)
The Supreme Court reversed in part. As to some plaintiffs, the court found that the banks' alleged misrepresentations about the client agreements did not void their arbitration provisions because the clients could have discovered the misrepresentations by reading the agreements themselves. The court explained: "Many plaintiffs in the instant case declare [bank] representatives told them the written client agreements were unimportant, or that plaintiffs need not read them. . . . Such statements, even if falsely and fraudulently made, do not void a written contract, because it is generally unreasonable, in reliance on such assurances, to neglect to read a written agreement before signing it. One party's making of such an assurance does not, by itself, deprive the other party to a prospective contract of the reasonable opportunity to discover the character and essential terms of the agreement." (Rosenthal, supra, 14 Cal.4th at pp. 423-424.) Thus, "the statements of [bank] representatives to the effect the client agreements were merely a formality, or did not need to be read, were insufficient . . . to warrant a finding of fraud in the inception of the agreements." (Id. at pp. 426-427.) The court similarly concluded with regard to two plaintiffs who had limited facility with English but did not tell bank employees they could not read English. Under these circumstances, the court said, those plaintiffs' failure to learn the contents of the documents they signed was attributable to their own negligence, rather than to the defendants' fraud. (Id. at p. 431.)
The court reached a different result, however, with regard to an 81-year-old Italian immigrant who could not read any English, and her daughter, who understood simple English but could not read it well. The mother said in a declaration that she told a bank employee she could not understand a lot of what the employee said because her English was poor. The employee said he would read the documents aloud and her daughter should translate. He described the investment accounts generally, but did not mention arbitration or that the mother and daughter were giving up legal rights in the event of a dispute. He then pointed to where they should sign, telling them that the documents they were signing were necessary to open accounts. (Rosenthal, supra, 14 Cal.4th at pp. 427-428.) The daughter gave a similar account. (Id. at p. 429.) The Supreme Court held that the mother's and daughter's declarations, if credited by the trial court, would establish fraud in the execution of the arbitration agreements. The court explained: "In light of plaintiffs' prior relationship with [the bank], . . . their limited ability to understand English, and [the employees'] representations that their oral recitals accurately reflected the terms of the agreements, plaintiffs would not have been negligent in relying on the [bank's employees] instead of reading the agreements themselves. (See C.I.T. Corporation v. Panac [(1944)] 25 Cal.2d [547,] 553-560 [plaintiffs' functional illiteracy in English, together with other party's misrepresentations regarding the character of the written contract, incomplete oral reading of the agreement, and urgings that plaintiffs sign it without reading it themselves or obtaining independent advice, held sufficient to support finding of fraud in the inception].) Under these circumstances, we conclude, the alleged fraud of [bank] representatives, if true, would have deprived [the plaintiffs] of a reasonable opportunity to learn the character and essential terms of the documents they signed. (Rest.2d Contracts, § 163, p. 443.)" (Id. p. 428.)
The court similarly concluded with regard to a plaintiff who told a bank employee she was legally blind and could not read the documents she was asked to sign. The employee described some of the documents' contents, but did not say they included an arbitration agreement. The court found that the plaintiff's declaration "shows facts that would suffice to establish reasonable reliance for purposes of showing fraud in the execution of the agreement. In light of [the plaintiff's] prior relationship with [defendants], by whom she reasonably thought [the employee] was employed, her warnings to [the employee] that she could not read the documents, [the employee's] assurances they only repeated what he had told her, and his assurance that [the plaintiff] was only signing a 'signature card,' [the plaintiff's] failure to take additional steps to learn the contents of the written agreement would not have been negligent. [Defendants'] asserted fraud would have deprived her of a reasonable opportunity to learn the character and essential terms of the documents she signed." (Rosenthal, supra, 14 Cal.4th at p. 429.)
The Court of Appeal reached a similar result in Najarro, supra, 70 Cal.App.5th 871. There, eight employees signed employment agreements containing arbitration provisions; the employees later sued their employers, and the trial court granted the employers' petitions to compel arbitration. (Id. at pp. 876- 877.) The Court of Appeal reversed in part, finding that the arbitration agreements signed by four employees were voided by fraud in the execution. (Id. at p. 876.)
The first employee spoke only Spanish and was not literate in any language. She said her employer had given her a stack of documents to sign; when she said she could not read and asked what the documents said, she was told the documents were" 'nothing important'" and she should just sign them. She was also told she could not take the documents home and was asked," 'do you want to work or not?'" (Najarro, supra, 70 Cal.App.5th at pp. 886-887.) The Court of Appeal concluded that this employee had adequately established fraud in the execution given her "inability to read either Spanish or English, the fact she was told that her arbitration agreement and other agreements were unimportant, statements pressuring her to sign ('do you want to work or not?'), a lack of an explanation as to what she was signing despite her professed inability to understand, and an omission of any factual dispute as to these issues." (Id. at p. 887.)
The second employee could read Spanish, but when she told defendants' representative that she did not understand some of the documents she was asked to sign, no one attempted to explain them to her. Instead, she was handed another document, which she believed to be the arbitration agreement, and was told to" 'sign here'" without being given a chance to read what she was signing. She was told" 'it's just a requirement to work for the company.'" (Najarro, supra, 70 Cal.App.5th at p. 887.) The court concluded the arbitration agreement was void for fraud in the execution as to that employee, too, because she was not given a reasonable opportunity to understand the arbitration agreement, and defendant's representative refused to explain it to her. (Ibid.)
Finally, two other employees were given arbitration agreements to sign only after submitting other documents, were not given an opportunity to review the documents, and were told to sign without even a basic explanation of what they were signing. One of the two employees said he asked for Spanish versions of documents he was asked to sign; the employer handed him Spanish-language versions," 'flipped to the signature pages and pointed where [he] needed to sign, and would not allow [him] to read over the documents, stating that they were the Spanish version of the documents that [he] had been provided with the day before and there was no need for [him] to read them.'" (Najarro, supra, 70 Cal.App.5th at p. 890.) The other employee was told to hurry up and sign because it was late in the day. The employer "did not explain what the document was for, and simply told [the employee] that [he] had to sign the documents if [he] wanted to work for the company and to 'just sign.'" (Id. at pp. 890-891.) The court concluded these arbitration agreements were void for fraud in the execution: "We do not see how someone in [these employees'] position would have had a reasonable opportunity to understand what they were agreeing to. Not only were they repeatedly pressured to sign, they were never given any opportunity to review the agreement on their own and could not have even seen [the arbitration agreement] in full. We therefore find that [the arbitration agreement] is void and unenforceable as to [these employees]." (Id. at p. 891.)
We derive several principles from Rosenthal and Najarro. A party's inability to read a contract prepared by another party is not, alone, sufficient to vitiate a contract. (Rosenthal, supra, 14 Cal.4th at p. 431.) But if the party discloses her inability to read the contract and asks for an explanation or translation, and the other party refuses to provide one, describes some terms but not others, or pressures the non-drafting party to sign, fraud in the execution may void the contract. (Id. at pp. 427-429; Najarro, supra, 70 Cal.App.5th at pp. 886-891.)
III. Substantial evidence supported the trial court's conclusion that the arbitration agreement was void for fraud in the execution.
Substantial evidence of the Rosenthal and Najarro factors is present here. It is undisputed that Melendez cannot read English and thus "could not read or understand the documents which were provided to [her] only in English." It also is undisputed that Melendez asked her supervisor for a Spanish-language translation of the documents she was asked to sign. She was not given a translation or told what the documents said; instead, the supervisor said he did not have time to translate the documents, the documents were" 'routine paper work'" required for continued employment, and Melendez should "just . . . sign" them. She signed the documents because she "did not want to get in trouble." The same elements present in Rosenthal and Najarro that gave rise to fraud in the execution thus were present here-namely, defendants pressured Melendez to sign documents they knew she could not read, without providing her an explanation of what the documents said. Moreover, defendants told Melendez she had to sign the documents to keep her job, did not offer her the opportunity to take the documents home, and minimized the documents' significance, suggesting they did not say anything important. Substantial evidence thus supported the trial court's conclusion that the arbitration agreement was void for fraud in the execution.
Defendants urge that the trial court erred in a number of ways, but none of their contentions has merit. First, citing Rosenthal, defendants suggest that there can be no fraud in the execution absent" 'actual concealment . . . of the arbitration clause or any affirmative misrepresentations regarding the existence or meaning of an arbitration clause.'" Rosenthal does not so hold. In the passage defendants selectively quote, the court notes that the English-speaking plaintiffs did not allege actual concealment or affirmative misrepresentations, but instead "rest[ed] on their complete failure to read the agreements." (Rosenthal, supra, 14 Cal.4th at p. 426.) Because the English-speaking plaintiffs were able to read the arbitration agreements, the court held that the defendants' representations that the agreements were unimportant or need not be read did not warrant a finding of fraud in the execution. (Id. at p. 426.) But as discussed above, the court reached a different result as to two plaintiffs who told defendants they could not read English, and another plaintiff who disclosed she was visually impaired. As to those plaintiffs, the court said, the defendants' alleged failure to highlight the presence of an arbitration agreement "deprived [the plaintiffs] of a reasonable opportunity to learn the character and essential terms of the documents they signed," thus giving rise to fraud in the execution. (Id. at p. 428.) Under Rosenthal, therefore, "actual concealment" was relevant only to those plaintiffs who were able to read the contracts themselves; as to those plaintiffs who could not, it was enough that the relevant terms of the contracts were not explained after the plaintiffs asked for an explanation or translation.
Next, defendants suggest the trial court erred by concluding plaintiff did not know she was signing an arbitration agreement because "[t]he words for arbitration in English and Spanish-'arbitration' and 'arbitraje'-are cognates." In other words, defendants suggest, because the Spanish word for arbitration is similar to the English word, Melendez-who indisputably cannot read English-should have understood that she was signing an arbitration agreement. Indeed, defendants suggest, the phrase "arbitration agreement" "is so close in appearance to the phrase 'acuerdo de arbitraje' as to make unreasonable the supposition that Ms. Melendez could not have been aware that she was signing a document about arbitration." But as Melendez notes, there are many Spanish words that sound like "arbitration": arbitrar (to referee, adopt, or introduce), arbitrario (arbitrary), arbitrio (decision or judgment), and arbitrios (taxes), among others. (<https://dictionary.cambridge.org/dictionary/spanish-english> [as of Sept. 12, 2024], archived at <https://perma.cc/T9GL-N9PN>.) It therefore is absurd to suggest that plaintiff should have understood, based on the similarities between the Spanish and English words, that she was signing an agreement to arbitrate and give up her right to a jury trial-rather than, for example, a tax statement.
There also are many Spanish words that sound like "agreement": agresivo (aggressive), agresor (attacking), agreste (wild), and agriar (to sour). (<https://dictionary.cambridge.org/ dictionary/spanish-english> [as of Sept. 12, 2024], archived at <https://perma.cc/T9GL-N9PN>.) Each of these words sounds more like "agreement" than does the Spanish equivalent, "acuerdo."
Defendants next contend that Melendez "nowhere testifies that, in her mind, the description 'routine paperwork' would exclude an arbitration agreement, or that [Melendez] was not aware of the arbitration agreement at the moment she signed it." Further, they urge, "any inference that 'routine' employment-related 'paperwork' would not include an arbitration agreement is simply unreasonable in light of the prevalence of such agreements." Defendants thus suggest the record does not support the trial court's conclusion that Melendez did not know she was signing an arbitration agreement. We do not agree. Melendez specifically said in her declaration that "I did not know what the documents were that I was required to sign" and "[a]t no time was I aware that by signing the documents, I was giving up my legal right to have a jury trial and related legal rights regarding my employer." These statements plainly support the trial court's conclusion that Melendez was not aware she was signing an arbitration agreement. Nor do we agree that workplace arbitration agreements are so commonplace that Melendez, a trayline attendant with no legal or human resources expertise, should have known that "routine paperwork" could include an arbitration agreement.
We note that synonyms for "routine" include not only" 'standard'" or" 'regular,'" as defendants note, but also "insignificant" and "trivial." (<https://www.merriam-webster.com/thesaurus/routine> [as of Sept. 12, 2024], archived at <https://perma.cc/X54R-9J9Z>.)
Significantly, moreover, plaintiff was entitled to understand not merely that she was being asked to sign an arbitration agreement, but also what the terms of that agreement were. (See, e.g., OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 128 [holding unenforceable an arbitration agreement that was "a paragon of prolixity,"" 'visually impenetrable'" and" 'challenge[d] the limits of legibility' "]; Hasty v. American Automobile Assn. etc. (2023) 98 Cal.App.5th 1041, 1058 [arbitration agreement unenforceable where it "was presented with the aim to thwart, rather than promote, the nondrafting party's understanding and '[t]he document itself and the manner of its presentation did not promote voluntary or informed agreement to its terms' "].) Defendants do not suggest, nor would we conclude, that an employee literate only in Spanish could have understood the terms of a three-page arbitration agreement-replete with legal jargon, statutory citations, and links to other sources-which was provided to her only in English.
Finally, defendants suggest that the trial court erred by denying the petition to compel arbitration because there was no evidence Melendez would not have been permitted to take the arbitration agreement home and have it translated. But under Rosenthal and Najarro, pressure to quickly sign an arbitration agreement is relevant, but not essential, to fraud in the execution. In any event, substantial evidence supported the trial court's conclusion that Melendez acted reasonably in failing to have the documents translated. There is no evidence that when Melendez said she could not read the documents she was being asked to sign, defendants told her she could take them home. And, the trial court reasonably could have inferred that defendants pressured Melendez to sign on the spot by presenting the documents during her shift, saying they were a condition to keeping her job, suggesting they were merely" 'routine,'" and telling plaintiff she "should just sign them."
For all the foregoing reasons, substantial evidence supported the trial court's conclusion that the arbitration agreement was void for fraud in the execution. The trial court properly denied the petition to compel arbitration.
DISPOSITION
The order denying the petition to compel arbitration is affirmed. Respondent is awarded her appellate costs.
We concur: EGERTON, J. ADAMS, J.