Turpin v. Learning With A Difference CA2/4 ( 2022 )

Filed 12/5/22 Turpin v. Lea rning With A Difference CA2/4
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 This opinion has not been certified for publication or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 FOUR
KRISTINA TURPIN, B314732
Plaintiff and Respondent, (Los Angeles County
Super. Ct. No. 21STCV07398)
v.
LEARNING WITH A
DIFFERENCE, INC.,
Defendant and Appellant.
APPEAL from an order of the Superior Court of Los
Angeles County, Daniel S. Murphy, Judge. Affirmed.
Gordon Rees Scully Mansukhani, Christopher B. Cato,
Matthew G. Kleiner, and Casey Shaw for Defendant and
Appellant.
Magnanimo Dean Law and Lauren A. Dean for
Plaintiff and Respondent.
INTRODUCTION
Appellant Learning With a Difference (LWD) owns and
operates Westmark School. LWD appeals from the trial
court’s denial of its motion to compel arbitration of claims
brought against it by its former employee, respondent
Kristina Turpin. For each year LWD employed Turpin, she
was presented with two agreements: an Employment
Agreement and a Mutual Agreement to Arbitrate Claims
(“Arbitration Agreement”). Each Employment Agreement
contained an arbitration clause stating that the parties
agreed to arbitrate their disputes pursuant to the
Arbitration Agreement. Both the Employment Agreement
and the Arbitration Agreement contained spaces for each
party to sign.
From 2015 through 2018, Turpin signed both
agreements. However, in 2019, she signed only the
Employment Agreement, despite LWD’s repeated requests
that she sign the Arbitration Agreement as well. In 2020,
Turpin again signed only her Employment Agreement, and
additionally blacked out all references in the agreement to
the Arbitration Agreement. Shortly thereafter, LWD fired
her.
After Turpin sued LWD for employment-related claims,
LWD moved to compel arbitration, arguing that both the
arbitration clause in the 2019 Employment Agreement and
the 2018 Arbitration Agreement required Turpin to
arbitrate. The trial court denied LWD’s motion, finding that
the 2019 Employment Agreement referencing the
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Arbitration Agreement was insufficient to bind either party
to arbitration in the absence of the signatures contemplated
by the Arbitration Agreement. The court further found that
the 2018 Arbitration Agreement was unenforceable because
it had been superseded by the 2019 agreements. LWD
contends the court erred in these findings. We conclude the
trial court ruled correctly and therefore affirm.
STATEMENT OF RELEVANT FACTS
A. Turpin Signs Employment Agreements
LWD hired Turpin in 2015. Before each school year in
the years 2015 through 2018, Turpin and LWD signed two
agreements: an Employment Agreement and an Arbitration
Agreement, each of which had separate signature lines for
the parties. Beginning in 2016, paragraph 15 of each
Employment Agreement, entitled “Agreement to Arbitrate,”
provided: “Both Employee and the School mutually and
voluntarily agree that any dispute arising out of or in any
way related to Employee’s employment with the School will
be decided exclusively by final and binding arbitration
pursuant to the Arbitration Agreement attached to this
Employee Agreement as Exhibit ‘A.’”1 Each of these
Employment Agreements also contained an integration
clause at paragraph 22, entitled “Entire Agreement,” which
provided: “This Agreement supersedes any and all
1 The 2015 agreement contained a substantively similar
clause.
3
agreements, either oral or in writing, between the parties
and, along with the Arbitration Agreement attached as
Exhibit ‘A’ contains all the covenants and agreements
between the Parties with respect to the employment of the
Employee by the School.” Similarly, each iteration of the
Arbitration Agreement stated it was “the complete
Agreement between School and Employee regarding the
arbitration of Arbitral Claims,” that it “supersede[d] any
prior or contemporaneous oral or written understanding on
the subject,” and asserted that no party was “relying on any
representations, oral or written, on the subjects of the effect,
enforceability or meaning of this [Arbitration] Agreement,
except as specifically set forth herein.” Each Arbitration
Agreement also provided that it would survive the
termination of employment, and applied to all claims that
arose or were asserted during or after the termination of
employment.
In 2019, Turpin again signed an Employment
Agreement containing paragraphs 15 (“Agreement to
Arbitrate”) and 22 (“Entire Agreement”) identical to those in
previous years. However, Turpin did not sign the attached
Arbitration Agreement, despite the repeated urging of
LWD’s Chief Financial Officer (CFO) to do so. Turpin
informed LWD she had not signed the agreement because
“issues surrounding my duties and schedule seem to be in
flux.” She asked LWD’s CFO multiple times whether
signing the agreement was a condition of her employment
4
but received no answer. It is undisputed that Turpin worked
and was paid under the 2019 Employment Agreement.2
In 2020, Turpin was provided an employment
agreement substantively similar to her previous agreements.
LWD had already electronically signed the agreement and
requested Turpin do the same. Turpin instead printed a
physical copy, blacked out the “Agreement to Arbitrate”
paragraph along with other references to the Arbitration
Agreement, and signed physically. She again did not sign
the attached Arbitration Agreement. Nothing in the record
suggests LWD ever expressly agreed to Turpin’s changes,
though Turpin claimed she was paid under the new contract,
which commenced August 13, 2020. On August 21, 2020,
LWD sent Turpin a letter serving as “notice of the
separation of [her] employment effective August 31, 2020,”
stating she would be paid her regular wages through that
date.
2 The Employment Agreement referred to the agreement to
arbitrate as “voluntar[y],” and LWD does not contend that
Turpin’s assent to arbitration was a condition of her employment.
In its briefing, LWD notes that its CFO “never told [Turpin] that
[signing the Arbitration Agreement] was a condition of her
employment, even after Ms. Turpin specifically asked him that
question.”
5
B. LWD Moves to Compel Arbitration of
Turpin’s Complaint
In February 2021, Turpin sued LWD, alleging
numerous causes of action relating to her termination and
claiming LWD discriminated against her after she informed
the school she was pregnant. In July 2021, LWD moved to
compel arbitration. LWD contended that Turpin signed four
Employment and Arbitration Agreements from 2015 to 2018,
thereby agreeing to arbitrate all disputes; that although
Turpin did not sign the 2019 Arbitration Agreement, by
signing the 2019 Employment Agreement Turpin agreed to
arbitrate all disputes pursuant to the 2019 Arbitration
Agreement; and that LWD did not agree with Turpin’s
modification of the 2020 Employment Agreement, rendering
that agreement ineffective. LWD thus contended Turpin
was bound to arbitrate by both the 2018 and 2019
Employment and Arbitration Agreements. Turpin
disagreed, arguing that the 2020 Employment Agreement
was the operative contract and that, in any case, signing the
2019 Employment Agreement did not bind her to arbitrate
under the unsigned 2019 Arbitration Agreement.
In August 2021, the court denied LWD’s motion to
compel. Citing the fact that the Arbitration Agreement was
attached to the Employment Agreement as a separate
document, that the Arbitration Agreement contained an
integration clause, and that LWD repeatedly urged Turpin
to sign the Arbitration Agreement, the court rejected LWD’s
contention that Turpin’s signature on the 2019 Employment
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Agreement alone required Turpin to arbitrate. It found clear
that “the parties would not be bound to arbitration unless
both of them signed the separate agreement to arbitrate,”
and that the “Agreement to Arbitrate” paragraph in the
Employment Agreement referencing the Arbitration
Agreement was “insufficient to bind either party to
arbitration given the evidence of their intent to have the
separate arbitration agreement be the operative contract
regarding arbitration.” Pointing to paragraph 22 of the 2019
Employment Agreement (the Entire Agreement paragraph),
the court also rejected LWD’s argument that Turpin was
required to arbitrate under the 2018 Arbitration Agreement.
It found that the agreement was superseded by the 2019
Employment Agreement, that there was “no indication that
the parties intended to be bound by old arbitration
agreements despite signing renewed employment contracts
each year,” and that the “inclusion of a new arbitration
agreement attached to each yearly employment contract
suggests that the parties did not intend for one arbitration
agreement to carry through to subsequent school years.”3
LWD timely appealed.
DISCUSSION
“‘“There is no uniform standard of review for
evaluating an order denying a motion to compel arbitration.
3 The court found the 2020 Employment Agreement was “not
properly execute[d].”
7
[Citation.] If the court’s order is based on a decision of fact,
then we adopt a substantial evidence standard. [Citations.]
Alternatively, if the court’s denial rests solely on a decision
of law, then a de novo standard of review is employed.
[Citations.]”’” (Franco v. Greystone Ridge Condominium
(2019) 39 Cal.App.5th 221, 227.) Citing Marcus & Millichap
Real Estate Investment Brokerage Co. v. Hock Investment Co.
(1998) 68 Cal.App.4th 83, LWD contends that we should
review the court’s factual determinations de novo.4 We need
not decide which standard of review applies to the court’s
factual determinations because we find that under either
standard of review, the court did not err in finding the
parties did not intend to be bound by the Arbitration
Agreement unless it was signed.
A. The Court Did Not Err in Finding the
Parties Did Not Agree to Arbitrate
“‘In California, “[g]eneral principles of contract law
determine whether the parties have entered a binding
agreement to arbitrate.”’” (Martinez v. BaronHR, Inc. (2020)
51 Cal.App.5th 962, 967.) “‘An essential element of any
contract is the consent of the parties, or mutual assent.’”
4 (Marcus & Millichap Real Estate Investment Brokerage Co.
v. Hock Investment Co., supra, 68 Cal.App.4th at 89 [“We apply
general California contract law to determine whether the parties
formed a valid agreement to arbitrate. [Citations.] Since the
extrinsic evidence in this case consists entirely of written
declarations, we review this issue de novo”].)
8
(Ibid.) “The parties’ mutual intent is to be ascertained solely
from the contract that is reduced to writing, if possible.”
(Ibid.)
Citing the fact that the Arbitration Agreement was
attached to the Employment Agreement as a separate
document requiring each party’s signature, that the
Arbitration Agreement contained an integration clause, and
that LWD repeatedly urged Turpin to sign the Arbitration
Agreement, the trial court found paragraph 15 “insufficient
to bind either party to arbitration given the evidence of their
intent to have the separate arbitration agreement be the
operative contract regarding arbitration.” We agree the
parties did not intend to be required to arbitrate unless the
Arbitration Agreement was signed. Paragraph 15 of the
Employment Agreement provided that the parties agreed to
arbitrate all disputes “pursuant to” the Arbitration
Agreement. By agreeing to act “pursuant to” an agreement
that required the parties’ signatures, Turpin and LWD
necessarily agreed that they would not be bound by that
agreement were it not signed. We note also that if Turpin’s
signature on the Employment Agreement sufficiently bound
her to arbitrate under the Arbitration Agreement, the
signature lines in the Arbitration Agreement would be
superfluous. In interpreting contracts, “[t]he whole of a
contract is to be taken together, so as to give effect to every
part, if reasonably practicable, each clause helping to
interpret the other.” (Civ. Code, § 1641.)
9
We find instructive Mitri v. Arnel Management Co.
(2007) 157 Cal.App.4th 1164 (Mitri), in which the employer
also appealed a trial court’s denial of its motion to compel
arbitration. (Id. at 1166.) There, employees acknowledged
in writing receiving an employee handbook containing a
section entitled “Arbitration Agreement” that provided:
“‘Any dispute arising out of employment with the Company,
as allowed by law, will be settled by binding arbitration. As
a condition of employment, all employees are required to
sign an arbitration agreement.’” (Id. at 1167.) The appellate
court found that although the employees signed
acknowledgments that they had “‘read and understood’” the
provisions of the handbook (including the unequivocal
agreement to arbitrate) and proceeded to work for the
employer, the absence of the employees’ signatures on a
separate arbitration agreement referenced in the employee
handbook “completely undermine[d] any argument by
defendants the provision in the handbook itself was intended
to constitute an arbitration agreement between [employer]
and its employees.” (Id. at 1169, 1170-1171.) The appellate
court, finding the employer’s arguments “wholly without
factual or legal merit,” affirmed the trial court’s refusal to
compel arbitration. (Id. at 1166, 1173.)
Here, as in Mitri, there is no signed 2019 Arbitration
Agreement. Indeed, it is undisputed that Turpin refused to
sign it. Moreover, unlike the employees in Mitri, who signed
acknowledgments that agreeing to arbitration was a
condition of their employment, no such requirement was
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communicated to Turpin. On the contrary, LWD’s CFO
studiously avoided communicating such a requirement
(despite being asked), and it is undisputed that Turpin
worked and was paid for the 2019-2020 term. The instant
case thus presents an even more compelling one for denying
arbitration.
Further support comes from this court’s decision in
Romo v. Y-3 Holdings Inc. (2001) 87 Cal.App.4th 1153.
There, the employee signed an acknowledgment that she had
read and understood the contents of an employee handbook
containing a provision entitled “‘Mutual Agreement to
Arbitrate Claims,’” setting forth the parties’ “‘consent to the
resolution by arbitration of all claims or controversies . . . .’”
(Id. at 1155.) The provision itself contained lines for the
dates and signatures of the employer and employee, neither
of which was signed. (Id. at 1156.) Upholding the trial
court’s refusal to compel arbitration, we concluded that
“‘read as a whole, the [arbitration agreement within the
employee handbook] in this case contemplated that the
arbitration of disputes provision would be effective only if
both [parties] assented to that [particular] provision. Since
the [parties] did not assent to this [particular] provision[,]
the parties did not agree to binding arbitration.’” (Id. at
1160, quoting Marcus & Millichap Real Estate Investment
Brokerage Co. v. Hock Investment Co., supra, 68 Cal.App.4th
at 91 [agreement to arbitrate provision contained in sales
agreement did not become effective, where provision called
for initials of buyers and sellers, and sellers had not initialed
11
(id. at 89)].) Again, the case for denying arbitration here is
even more compelling, as the Employment Agreement
referenced a separately attached Arbitration Agreement
which, like the provision in Romo, called for -- but did not
contain -- separate signatures of the parties.
LWD argues the court’s finding was “unsupported by
the evidence,” contending: (1) paragraph 15 was an
“unambiguous promise” to arbitrate; (2) the trial court’s
interpretation of the agreements rendered paragraph 15
surplusage; (3) the Employment Agreement and Arbitration
Agreement should be treated as a single agreement; and (4)
Turpin’s actions in blacking out paragraph 15 in her 2020
agreement demonstrated her awareness that failure to do
the same in 2019 bound her to arbitrate. We reject LWD’s
arguments.
First, paragraph 15 of the Employment Agreement
reflected an unambiguous agreement to arbitrate “pursuant
to” the Arbitration Agreement. Because the Arbitration
Agreement required the parties’ signatures, paragraph 15
necessarily required arbitration only if the corresponding
agreement was signed.5 Second, determining that the
5 The parties’ own conduct left little doubt that they both
considered a signed Arbitration Agreement necessary to
effectuate an agreement to arbitrate. Turpin steadfastly refused
to sign the Arbitration Agreement, despite repeated urging. And
LWD’s CFO repeatedly sought to secure her signature, while
refusing to declare her assent a condition of her employment. As
noted, she worked throughout the 2019-2020 school year and was
paid.
12
Employment Agreement’s reference to the Arbitration
Agreement implied a signed agreement -- as contemplated
by the latter -- did not render the paragraph surplusage;
arbitration clauses commonly proclaim themselves
ineffective unless signed or initialed. (See Mitri, supra, 157
Cal.App.4th at 1170, 1171 [employee handbook’s statement
that disputes “‘will be settled by binding arbitration’”
insufficient to constitute agreement to arbitrate when
handbook also made clear parties would be required to sign
binding arbitration agreement].)6 Third, LWD’s urging that
we consider the Employment and Arbitration Agreements
together changes nothing -- a single agreement is no less
capable of providing that an arbitration clause contained
therein is invalid unless the parties expressly sign the
clause.7 Finally, while Turpin’s editing of the 2020
6 LWD fails adequately to explain why its interpretation
would not render the Arbitration Agreement’s signature lines
surplusage. While it suggests the execution of annual arbitration
agreements was required “to memorialize any updates or changes
in the law,” it identifies no such updates or changes, and our
review of the 2016 to 2019 Arbitration Agreements in the record
reveals them to be substantively identical.
7 LWD’s citation to Brookwood v. Bank of America (1996) 45
Cal.App.4th 1667 is thus unavailing. There, a plaintiff argued
that because her employment agreement did not contain an
arbitration clause but did contain an integration clause, she was
not bound by arbitration clauses in other agreements she had
signed contemporaneously. (Id. at 1675-1676.) The Court of
Appeal rejected this argument, holding that the agreements were
(Fn. is continued on the next page.)
13
agreement expressed with even greater vehemence her
refusal to voluntarily consent to arbitration, it did not
detract from the significance of her refusing to sign the 2019
Arbitration Agreement.8
required to be taken together. (Ibid.) Here, Turpin did not sign
the Arbitration Agreement, contemporaneously or otherwise.
8 LWD additionally argues that under the Federal
Arbitration Act, a party may be bound by an unsigned arbitration
agreement, citing Valero Refining, Inc. v. M/T Lauberhorn (5th
Cir. 1987) 813 F.2d 60 and Genesco, Inc. v. T. Kakiuchi & Co.,
Ltd. (2d Cir. 1987) 815 F.2d 840. Both Valero and Genesco are
inapposite because in both cases, evidence of the parties’ conduct
made clear that they had agreed to the unsigned contract
containing the arbitration clause. (Valero, supra, at 64 [sufficient
evidence supported district court’s determination that parties
had agreed to unsigned agreement containing arbitration clause];
Genesco, supra, at 846 [lack of signature on some of parties’
agreements immaterial when parties’ longstanding relationship
demonstrated they had agreed to contract containing arbitration
clause].) Here, there is no evidence Turpin agreed to the
Arbitration Agreement and, as previously discussed, the
Employment Agreement required the parties to arbitrate only
“pursuant to” an Arbitration Agreement which called for -- but
did not contain -- both parties’ signatures.
We also find unconvincing LWD’s citation to our decision in
Martinez v. BaronHR, Inc., supra, 51 Cal.App.5th 962. There,
the plaintiff signed directly under an acknowledgment that he
had read the terms of the arbitration agreement, agreed to be
bound by it, and understood that after he signed, he had “no right
to pursue claims against the Company in court and before a jury,
but only through the arbitration process.” (Id. at 965,
capitalization removed.) Additionally, “three separate terms of
the agreement acknowledge[d] in explicit and unmistakable
(Fn. is continued on the next page.)
14
B. The Prior Arbitration Agreements Are
Unenforceable
In rejecting LWD’s argument that the parties’ 2018
Arbitration Agreement was still enforceable, the trial court
concluded that the parties intended the 2019 agreements to
supersede any prior agreements, citing paragraph 22 of the
2019 Employment Agreement, which provided: “‘This
Agreement supersedes any and all agreements, either oral or
in writing, between the parties and, along with the
Arbitration Agreement attached as Exhibit ‘A’ contains all
the covenants and agreements between the Parties with
respect to the employment of the Employee by the School.’”
LWD contends this determination was erroneous
because Turpin had signed enforceable arbitration
agreements provided to her in previous years of employment,
and those agreements stated they would continue in full
force and effect throughout Turpin’s employment and would
survive her termination. LWD urges us to “view each school
year’s Employment Agreement and Arbitration Agreement
as a distinct, one-year agreement to arbitrate, then
determine whether arbitral claims occurred in school years
when a valid arbitration agreement existed.” We decline
language the parties’ mutual intent to arbitrate all disputes.”
(Id. at 967.) We thus found it immaterial that the plaintiff had
not initialed a jury-waiver provision within the agreement.
(Id. at 969.) Here, by contrast, Turpin never signed the
Arbitration Agreement, and her only agreement to arbitration in
the Employment Agreement was pursuant to an Arbitration
Agreement that required both parties’ signatures.
15
LWD’s invitation, as it contravenes the plain language of the
parties’ agreement.
The 2019 Employment Agreement professed to be the
entire agreement between the parties, superseding all other
agreements “with respect to the employment of the
Employee by the School.” This agreement provided also that
“pursuant to” the Arbitration Agreement requiring the
parties’ signatures, they would be required to arbitrate “any
dispute arising out of or in any way related to Employee’s
employment with the School . . . .” Neither the integration
nor arbitration clauses limited themselves to Turpin’s
employment during, or disputes arising out of, the 2019-2020
school year, and neither clause indicated any intent to be
bound by the previous Arbitration Agreements for claims
arising during the school years in which they were signed.9
Therefore, it does not matter when Turpin’s claims arose,
only when she brought them. Because she brought them
after signing the 2019 agreement, that agreement governs. 10
(See, e.g., Grey v. American Management Services (2012) 204
Cal.App.4th 803, 807-808 [court erred in compelling
9 In fact, as the trial court noted, the inclusion each year of a
new Arbitration Agreement indicated that the parties intended to
renegotiate dispute resolution procedures with each new set of
agreements.
10 LWD contends the 2020 Employment Agreement is a
nullity because it did not agree to the modifications that Turpin
unilaterally imposed. Turpin does not meaningfully contend
otherwise. We agree, and do not consider the 2020 agreement.
16
arbitration based on earlier integrated agreement with
broad arbitration clause, when earlier agreement was
superseded by later integrated agreement with narrower
arbitration clause].)
LWD complains that interpreting the integration
clause to provide that the 2019 Employment Agreement
superseded the previous agreements would be illogical. It
argues that such an interpretation would prevent Turpin
from pursuing claims that LWD wrongly increased her
responsibilities over the years, or hypothetically, failed to
pay adequate salaries in previous years. LWD presents no
authority for this puzzling claim, and we reject it. That
parties subsequently enter an integrated agreement
professing to be the entire agreement between them does not
eliminate claims already accrued under previous
agreements. (See, e.g., Republic Truck Sales Corp. v. Peak
(1924) 194 Cal. 492, 512 [integration clause in later contract
of sale did not extinguish obligations arising from already
consummated transactions arising from previous contracts of
sale].)11
11 LWD also contends that because specific provisions control
over general provisions of an agreement, we should enforce the
integration clause of the 2018 Arbitration Agreement over the
integration clause of the 2019 Employment Agreement, as the
Arbitration Agreement more specifically addressed arbitration.
Even assuming the 2018 Arbitration Agreement’s integration
clause was more specific, LWD provides no authority requiring a
court to prioritize a more specific, superseded clause over a more
general, operative clause.
17
DISPOSITION
The court’s order is affirmed. Respondent is awarded
her costs on appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL
REPORTS
MANELLA, P. J.
We concur:
COLLINS, J.
CURREY, J.
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