Jump To

Top Caption Combined Opinion

Support FLP

CourtListener is a project of Free
Law Project, a federally-recognized 501(c)(3) non-profit. Members help support our work and get special access to features.

Please become a member today.

Join Free.law Now

March 17, 2026 Get Citation Alerts Download PDF Add Note

Ayala-Ventura v. Superior Court

California Court of Appeal

• Citations: None known

• Docket Number: F089695

• Opinion

• Authorities (29)

• Cited By (0)

• Summaries (0)

• Similar Cases (22.5K)

• PDF

Combined Opinion

Filed 2/19/26; certified for partial publication 3/17/26 (order attached)

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIFTH APPELLATE DISTRICT

JAZMIN AYALA-VENTURA,
F089695
Petitioner,
(Super. Ct. No. 24CECG03802)
v.

THE SUPERIOR COURT OF FRESNO OPINION
COUNTY,

Respondent;

CCS FACILITY SERVICES – FRESNO INC.
et al.,

Real Parties in Interest.

APPEAL from an order of the Superior Court of Fresno County. Lisa M.
Gamoian, Judge.
Wilshire Law Firm, John G. Yslas, Jeffrey C. Bils, and Edward Kim for Petitioner.
No appearance for Respondent.
Martenson, Hasbrouck & Simon LLP, Robin E. Largent, and Alex A. Smith for
Real Parties in Interest.
-ooOoo-
Jazmin Ayala-Ventura filed a putative class action complaint against her former
employer, CCS Facility Services-Fresno Inc. (CCS), alleging various state law violations
for unpaid wages, meal and rest break violations, failure to reimburse business expenses,
and unlawful business practices. CCS moved to compel arbitration of Ayala-Ventura’s
claims pursuant to an arbitration agreement she executed when she was hired. The trial
court granted CCS’s motion, ordered arbitration of Ayala-Ventura’s individual claims, and
dismissed the class claims.
On appeal, Ayala-Ventura contends: (1) the arbitration agreement is
unconscionable because it is overbroad, lacks mutuality, and indefinite in duration; and
(2) the trial court is bound by stare decisis to follow Cook v. University of Southern
California (2024) 102 Cal.App.5th 312 (Cook), and erred by finding Cook factually
distinguishable, not persuasive, and not binding.
Given the uncertainty of the trial court order’s appealability, we deem the appeal a
petition for writ of mandate. We deny the petition on the merits.
FACTUAL AND PROCEDURAL BACKGROUND
A. The Arbitration Agreement
CCS, formerly PBC SolutionOne, Inc., provides commercial janitorial services in
multiple states including California for various types of properties. CCS hired
Ayala-Ventura as a janitor in Fresno, California in June 2021 and her employment
continued until March 2022. As part of the onboarding process, Ayala-Ventura was
emailed links to an online system to sign several of CCS’s policies including a five-page
“Mutual Agreement to Arbitrate” (Agreement). To agree to each policy, an employee
must click on the link “review policy,” and may view the policy in English or Spanish.
The system asks the employee, “ ‘Do you agree to the terms of this policy?’ ” and the
employee may respond by clicking “yes” or “no.” The system prevents the employee
from answering “yes” unless the corresponding document being agreed to has been
manually scrolled through. Ayala-Ventura electronically signed CCS’s onboarding

2.
documents including the Agreement on June 8, 2021, and a CCS representative signed
the Agreement on the same date.
The Agreement has a section titled “Voluntary Mutual Agreement to Arbitrate
Claims” that states in relevant part: “PBC SolutionOne, Inc. dba CCS Facility Services
and all of its related entities, parents, and subsidiaries (hereinafter ‘Company’) and I
voluntarily agree to the resolution by arbitration of all claims, disputes, and/or
controversies (collectively ‘claims’), whether or not arising out of Employee’s
employment or the termination of employment, that Company may have against
Employee or that Employee may have against Company or against its employees or
agents in their capacity as employees or agents. The claims covered by this Arbitration
Agreement include, but are not limited to, claims for wages or other compensation due;
claims for breach of any contract or covenant (express or implied); tort claims; claims for
discrimination or harassment, including, but not limited to, alleged violation of any
federal or state civil rights laws, ordinances, regulations or orders, based on charges of
discrimination or harassment on account of race, color, religion, sex, sexual orientation,
age, citizenship, national origin, mental or physical disability, medical condition, genetic
predisposition, marital status, pregnancy or any other discrimination or harassment
prohibited by such laws, ordinances, regulations or orders; claims for benefits (except
where an employee benefit or retirement plan specifies that its claims procedures shall
culminate in an arbitration procedure different from this), and claims for violation of any
federal, state, or other governmental law, statute, regulation or ordinance, except claims
specifically excluded below.” (Bold and underlining omitted.)
Claims not covered by the Agreement include workers’ compensation or
unemployment claims, “or that Company or Employee may have for injunctive relief.”
The Agreement’s section titled “Class, Collective, and Representative Action
Waiver” states in relevant part: “Employee and Company expressly intend and agree that
each will forego pursuing any covered dispute on a class, collective, or representative

3.
basis and will not assert class, collective, or representative action claims against the other
in arbitration or otherwise. Employee and Company shall only submit their own,
individual claims in arbitration. Employee and Company shall be entitled to seek
dismissal of any class, collective, or representative claims that the other party attempts to
bring and may assert this Agreement as a defense in any proceeding in which class,
collective, or representative actions are brought. [¶] This waiver does not apply to any
representative claims that cannot be waived as a matter of law.” (Bold and underlining
omitted.) The Agreement further states: “Employee understands that by signing this
agreement, Company and Employee have both waived their right to a jury trial and their
right to assert class or collective action claims with respect to all claims covered by this
agreement.” (Capitalization omitted.)
The Agreement specifies any arbitration will be pursuant to the Federal Arbitration
Act (9 U.S.C. § 1 et seq.; FAA) and the procedures of the California Arbitration Act
(Code Civ. Proc., § 1280 et seq.). 1 Either the employee or CCS may initiate the
arbitration process by mailing the other party a demand for arbitration. The Agreement
details the process for selecting an arbitrator, starting with an attempt by the parties to
mutually agree on a neutral arbitrator. CCS will bear the costs of arbitration except the
costs of any legal representation. The arbitrator would however have the authority to
order the payment of a party’s legal fees as part of any remedy ordered and to the extent
permissible under the law.
A section titled “Voluntary Agreement” of the Agreement states: “Employee
acknowledge [sic] that Employee has carefully read this Arbitration Agreement, that
Employee understands its terms, that all understandings and agreements between
Company and Employee relating to the subjects covered in the Agreement are contained
in it, and that Employee has entered into the Agreement voluntarily and not in reliance on

1 Undesignated statutory references are to the Code of Civil Procedure.

4.
any promises or representations by Company other than those contained in this
Agreement.” (Bold and underlining omitted.) The Agreement further states: “Employee
further acknowledges that Employee has been given the opportunity to discuss this
agreement with Employee’s private legal counsel and has availed himself or herself of
that opportunity to the extent employee wishes to do so.” (Capitalization omitted.) The
Agreement includes a severability clause.
The Agreement “shall survive the termination of Employee’s employment,” and
may only be revoked or modified by a writing signed by the employee and a human
resources representative from CCS.
B. The Complaint
In August 2024, Ayala-Ventura filed a class action lawsuit against CCS alleging
various wage and hour violations under state law. The complaint alleged Ayala-Ventura
was employed by CCS as an hourly paid, nonexempt employee. The operative first
amended complaint against CCS and its affiliate entities alleges eight causes of action for
violations of various Labor Code provisions for failure to: (1) pay minimum and straight
time wages (Lab. Code, §§ 204, 1194, 1194.2, 1197, 1197.1); (2) pay overtime wages
(Lab. Code, §§ 1194, 1198); (3) provide meal periods (Lab. Code, §§ 226.7, 512);
(4) authorize and permit rest periods (Lab. Code, § 226.7); (5) timely pay final wages at
termination (Lab. Code, §§ 201–203); (6) provide accurate itemized wage statements
(Lab. Code, § 226); (7) reimburse employees for expenses (Lab. Code, § 2802); and
(8) produce requested employment records (Lab. Code, §§ 226, 1198.5). The ninth cause
of action alleges a violation of California’s Unfair Competition Law (Bus. & Prof. Code,
§ 17200 et seq.). Ayala-Ventura brought all nine causes of action individually and on
behalf of all other hourly paid or nonexempt employees during the statute of limitations
periods applicable to the pleaded claims. The complaint sought unpaid overtime, meal
and rest period compensation, penalties, plus injunctive and other equitable relief.

5.
C. Motion to Compel Arbitration
On December 12, 2024, CCS filed a motion to compel individual arbitration and
dismiss class claims. CCS argued the Agreement requires individual arbitration of all
Ayala-Ventura’s wage and hour claims because they fall within the scope of the
Agreement. The motion further argued Ayala-Ventura waived the ability to pursue claims
on a class basis and once her individual claims are compelled to arbitration, all class
claims should be dismissed in their entirety and the case otherwise stayed pending
completion of arbitration. Attached to CCS’s motion was a declaration by Janet Kiefer,
CCS’s corporate controller, detailing the onboarding process for new employees to
review and sign CCS’s policies including the Agreement.
Ayala-Ventura filed an opposition to CCS’s motion. In her opposition,
Ayala-Ventura did not dispute she signed the Agreement or the Agreement’s authenticity.
Nonetheless, she argued the Agreement was unenforceable as a matter of law because it
was procedurally and substantively unconscionable. The Agreement was alleged to be
procedurally unconscionable as a contract in adhesion. Ayala-Ventura claimed the
Agreement was substantively unconscionable because it was overly broad in scope,
lacked mutuality, and indefinite in duration. Ayala-Ventura argued the Agreement was
the type of “infinite agreement” found unenforceable in Cook. She further argued the
Agreement was replete with other unconscionable terms that taint the Agreement’s
central purpose with illegality such that it cannot be enforced pursuant to Ramirez v.
Charter Communications, Inc. (2024) 16 Cal.5th 478 (Ramirez). Specifically, she
claimed the Agreement: (1) requires Ayala-Ventura to arbitrate claims brought in
conjunction with sexual harassment or assault claims in violation of applicable law (the
Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 or
EFAA); and (2) mandates dismissal rather than a stay of Ayala-Ventura’s court action
upon order to arbitration, which is contrary to the FAA. Ayala-Ventura asserted that as an
infinite agreement, the Agreement’s unconscionability cannot be cured by severance and

6.
urged the trial court not to enforce the Agreement.
CCS filed a reply to Ayala-Ventura’s opposition contesting her arguments the
Agreement was procedurally and substantively unconscionable. CCS argued the
Agreement differed from the agreement at issue in Cook and Cook must be considered in
its context. CCS disagreed the Agreement was so permeated with unconscionability it
was unenforceable and argued in the alternative that the court could sever any offending
provisions and enforce the remaining provisions based on the Agreement’s express
severability clause.
D. The Trial Court’s Ruling
On March 27, 2025, the trial court issued a tentative ruling to compel arbitration of
Ayala-Ventura’s individual claims, dismiss the class claims, and stay the proceedings
pending arbitration of her individual claims. The court found any procedural
unconscionability was minimal because the Agreement is assertedly “ ‘[v]oluntary,’ ” and
indicating assent to the Agreement required scrolling through the document whereas
selecting “ ‘[n]o’ ” did not. The court concluded the analysis turns on consideration of
the substantive unconscionability prong. Regarding Ayala-Ventura’s reliance on Cook,
the court stated Cook was “a decision from the Second District Court of Appeals. The
Fifth District Court of Appeals has not yet cited to Cook as authority on the issues of
scope, duration, and lack of mutuality as presented in Cook.” The court concluded it
“was not obligated to find Cook persuasive, nor does it.” The court found the instant case
distinguishable from Cook. The court agreed with CCS the Agreement should be read in
context as only applying to employment-related claims. The court rejected
Ayala-Ventura’s argument the Agreement violated the EFAA given the Agreement was
entered into before the EFAA became effective on March 3, 2022. The court further
observed Ayala-Ventura had not included any sexual assault or harassment claims so
there were no allegations which would place any claim for sexual assault or harassment
occurring after the EFAA was enacted. The court concluded Ayala-Ventura had failed to

7.
meet her burden of showing the Agreement was unconscionable. The tentative ruling
specified the minute order adopting it will serve as the order of the court.
On April 3, 2025, the trial court held a hearing regarding the tentative ruling.
After hearing both parties’ arguments, the court stated it “distinguish[es] the Cook matter
for the reason as stated.” The court further stated “after having reviewed the supporting
declaration in the motion to compel arbitration, it does appear that this was not an
adhesive contract. It is mutual in nature. It’s duration. It’s not overly broad, unlike
Cook. [¶] It had to do with the scope of the employment and resulting termination of
that employment. So the [c]ourt finds that it is not unconscionable.” The court granted
the motion to compel arbitration, dismissed the class claims, and stayed the action for
arbitration. The minute order reflects the court adopted the tentative ruling as its ruling
and would serve as the court’s order.
Ayala-Ventura filed a timely appeal.
DISCUSSION
I. Appealability
“A reviewing court has jurisdiction over a direct appeal only when there is (1) an
appealable order or (2) an appealable judgment.” (Griset v. Fair Political Practices Com.
(2001) 25 Cal.4th 688, 696; § 904.) An order compelling arbitration is generally not
appealable. (Reyes v. Macy’s, Inc. (2011) 202 Cal.App.4th 1119, 1122 [“an order granting
a motion to compel arbitration is not an appealable order”]; Abramson v. Juniper
Networks, Inc. (2004) 115 Cal.App.4th 638, 648 (Abramson) [“no immediate, direct
appeal lies from an order compelling arbitration”]; see § 1294 [identifying appealable
orders in the context of arbitration].) “Such orders are normally subject to review only on
appeal from the final judgment.” (Nelsen v. Legacy Partners Residential, Inc. (2012) 207
Cal.App.4th 1115, 1121–1122; §§ 906, 1294.2; see § 904.1, subd. (a) [an appeal may be
taken from a final judgment but not an interlocutory judgment].)

8.
CCS does not address, let alone contest, the appealability of the trial court’s order.
An appellate court cannot obtain jurisdiction over a nonappealable order by agreement of
the parties. (Kurwa v. Kislinger (2013) 57 Cal.4th 1097, 1105.) We are obliged to
consider the order’s appealability because it goes to our jurisdiction. (Olson v. Cory
(1983) 35 Cal.3d 390, 398; Jennings v. Marralle (1994) 8 Cal.4th 121, 126–127.)
Relying on Franco v. Athens Disposal Co., Inc. (2009) 171 Cal.App.4th 1277,
1288, Ayala-Ventura argues the trial court’s order is appealable under the “death knell”
doctrine because the court dismissed the class claims. “The death knell doctrine is
applied to orders in class actions that effectively terminate class claims, such as orders
denying class certification or decertifying a class, while allowing individual claims to
persist. [Citations.] The doctrine is animated by the concern ‘that an individual plaintiff
may lack incentive to pursue his individual claims to judgment, thereby foreclosing any
possible appellate review of class issues.’ [Citation.] To preserve appellate review of
class issues, the death knell doctrine permits appeal from ‘an order that … amounts to a
de facto final judgment for absent plaintiffs, under circumstances where … the
persistence of viable but perhaps de minimis individual plaintiff claims creates a risk no
formal final judgment will ever be entered.’ [Citation.] Under this doctrine, an order
compelling a plaintiff to pursue his or her claim in arbitration and dismissing the action
as to all other members of the class has been held to be immediately appealable.”
(Phillips v. Sprint PCS (2012) 209 Cal.App.4th 758, 766.)
Nixon v. AmeriHome Mortgage Co., LLC (2021) 67 Cal.App.5th 934 (Nixon)
involved similar circumstances to this case. The plaintiff in Nixon likewise had an
arbitration agreement with her former employer and brought a putative class action
lawsuit against that employer for various Labor Code violations and unfair business
practices. (Id. at pp. 940–941.) The trial court granted the employer’s motion to compel
arbitration of Nixon’s individual claims, dismissed the class claims, and stayed
proceedings in the trial court pending the outcome of the arbitration. (Id. at p. 942.) The

9.
Court of Appeal acknowledged that while an order compelling arbitration is not generally
immediately appealable (id. at p. 943), “[a] superior court’s order denying class
certification or dismissing class claims is appealable pursuant to the death knell doctrine”
(id. at p. 942). The court however found it “far from certain whether the judicially
created death knell exception to the one final judgment rule for an order dismissing class
claims extends to make appealable an otherwise nonappealable order compelling
arbitration when the two orders are issued simultaneously. [Citation.] Because the order
compelling arbitration in this context shares certain characteristics of an interlocutory or
interim order appealable under … section 906—that is, it ‘ “involves the merits or
necessarily affects the judgment or order appealed from or … substantially affects the
rights of a party” ’ [citations]—the order compelling arbitration of Nixon’s individual
claims is arguably appealable as part of Nixon’s appeal of the dismissal of her class
claims. [Citation.] However, by its terms … section 906 authorizes review of an interim
nonappealable order ‘[u]pon an appeal pursuant to [s]ection 904.1 or 904.2’—that is, an
appeal from a final judgment, postjudgment orders and certain specific, defined
interlocutory orders. Section 906, therefore, provides, at best, an imperfect basis for
jurisdiction in an appeal pursuant to the judicially created death knell doctrine.” (Nixon,
at pp. 943–944, fns. omitted.) The court found arbitration had already been significantly
delayed and the issues fully briefed, and “[r]eview of the arbitration order, integral to a
proper evaluation of the order dismissing class claims, will not cause any additional delay
or subvert the purpose of the arbitration statute.” (Id. at p. 944.) Based on the
uncertainty of Nixon’s right to appeal, among other reasons, the court exercised its
discretion to treat the appeal as a petition for writ of mandate and considered the order
compelling arbitration on the merits. (Ibid.)
Here, the trial court’s order poses the same uncertainty in its appealability as the
order in Nixon because it also compelled arbitration of Ayala-Ventura’s individual claims
while dismissing the class claims and staying the proceedings in the trial court pending

10.
the outcome of arbitration. While the order dismissing class claims is arguably
appealable as a de facto final judgment against absent plaintiffs, the order compelling
arbitration of the individual claims is not immediately appealable. But dismissal of the
class claims is necessarily dependent on the enforceability of the Agreement. Under the
circumstances, we will exercise our discretion to deem Ayala-Ventura’s appeal of the
order compelling arbitration a petition for writ of mandate and consider the order on the
merits. We do not reach this decision lightly as we agree with the Nixon court:
“Reviewing an order compelling arbitration by writ should be done sparingly and only in
an appropriate circumstance to avoid defeating the purpose of the arbitration statute.”
(Nixon, supra, 67 Cal.App.5th at p. 944.) But, as in Nixon, arbitration in this case has
already been significantly delayed, the issues are fully briefed, and review of the order
will not cause additional delay or subvert the purpose of the arbitration statute. The
essential facts are also undisputed. We therefore proceed to address the order on the
merits. (See Nelsen v. Legacy Partners Residential, Inc., supra, 207 Cal.App.4th at
pp. 1120–1123 [treating appeal from order compelling arbitration as writ petition];
Phillips v. Sprint PCS, supra, 209 Cal.App.4th at pp. 767–768 [same]; Szetela v. Discover
Bank (2002) 97 Cal.App.4th 1094, 1098 [same].)
II. Enforceability of the Agreement
“California law, like federal law, favors enforcement of valid arbitration
agreements.” (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24
Cal.4th 83, 97 (Armendariz); see § 1281.2 [court “shall” order arbitration upon finding an
agreement to arbitrate a controversy exists absent certain circumstances].) “But the
strong policy in favor of enforcing arbitration agreements does not arise until an
enforceable agreement is established.” (Baker v. Osborne Development Corp. (2008) 159
Cal.App.4th 884, 892; Abramson, supra, 115 Cal.App.4th at p. 649 [“[t]he validity of the
order compelling arbitration necessarily turns on the enforceability of the underlying
agreement to arbitrate”].)

11.
“A written agreement to submit a controversy to arbitration is valid, enforceable,
and irrevocable, ‘save upon such grounds as exist for the revocation of any contract.’
[Citation.] Unconscionability provides such grounds.” (Ramirez, supra, 16 Cal.5th at
p. 492, quoting § 1281; see § 1670.5 [court may refuse to enforce an unconscionable
contract].)
“The general principles of unconscionability are well established. A contract is
unconscionable if one of the parties lacked a meaningful choice in deciding whether to
agree and the contract contains terms that are unreasonably favorable to the other party.”
(OTO L.L.C. v. Kho (2019) 8 Cal.5th 111, 125 (OTO).) Unconscionability has both
procedural and substantive elements. (Ramirez, supra, 16 Cal.5th at p. 492.)
“Substantive unconscionability focuses on the actual terms of the agreement, while
procedural unconscionability focuses on the manner in which the contract was negotiated
and the circumstances of the parties.” (American Software, Inc. v. Ali (1996) 46
Cal.App.4th 1386, 1390.) Both procedural and substantive unconscionability must be
present for a contract to be unenforceable, although they need not be present to the same
degree. (Armendariz, supra, 24 Cal.4th at p. 114.) Courts apply a sliding scale under
which “the more substantively oppressive the contract term, the less evidence of
procedural unconscionability is required to come to the conclusion that the term is
unenforceable, and vice versa.” (Ibid.) Substantive unconscionability is determined only
after procedural unconscionability has been established. (Ramirez, at p. 494.)
We determine the unconscionability of a contract at the time it was made.
(Sanchez v. Valencia Holding Co., LLC (2015) 61 Cal.4th 899, 920.) “The ultimate issue
in every case is whether the terms of the contract are sufficiently unfair, in view of all
relevant circumstances, that a court should withhold enforcement.” (Id. at p. 912.) “The
party resisting enforcement of an arbitration agreement has the burden to establish
unconscionability.” (Ramirez, supra, 16 Cal.5th at p. 492.)

12.
The parties agree the material facts are not disputed, and our review of the
Agreement’s enforceability is de novo. “Interpreting a written document to determine
whether it is an enforceable arbitration agreement is a question of law subject to de novo
review when the parties do not offer conflicting extrinsic evidence regarding the
document’s meaning.” (Avery v. Integrated Healthcare Holdings, Inc. (2013) 218
Cal.App.4th 50, 60.)
A. Procedural Unconscionability
“A procedural unconscionability analysis ‘begins with an inquiry into whether the
contract is one of adhesion.’ [Citation.] An adhesive contract is standardized, generally
on a preprinted form, and offered by the party with superior bargaining power ‘on a
take-it-or-leave-it basis.’ ” (OTO, supra, 8 Cal.5th at p. 126.) Where a contract is
adhesive, “[t]he pertinent question, then, is whether circumstances of the contract’s
formation created such oppression or surprise that closer scrutiny of its overall fairness is
required. [Citations.] ‘ “ ‘Oppression occurs where a contract involves lack of
negotiation and meaningful choice, surprise where the allegedly unconscionable
provision is hidden within a prolix printed form.’ ” ’ ” (Ibid.) “ ‘The circumstances
relevant to establishing oppression include, but are not limited to (1) the amount of time
the party is given to consider the proposed contract; (2) the amount and type of pressure
exerted on the party to sign the proposed contract; (3) the length of the proposed contract
and the length and complexity of the challenged provision; (4) the education and
experience of the party; and (5) whether the party’s review of the proposed contract was
aided by an attorney.’ ” (Id. at pp. 126–127.) Lying, manipulating, or otherwise placing
the party under duress to enter a contract indicate procedural unconscionability.
(Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237, 1245 (Baltazar).)
Ayala-Ventura does not challenge on appeal the trial court’s finding the procedural
unconscionability of the Agreement was minimal. We address the court’s finding on the
issue primarily to resolve an ambiguity in the record regarding its ruling.

13.
In its tentative ruling, the trial court recognized the Agreement was “somewhat
adhesive in appearance, as the terms of the agreement were pre-printed.” But the court
noted the Agreement asserted it was “ ‘[v]oluntary,’ ” and assenting to it required
scrolling through the entire document whereas declining the Agreement did not. The
court concluded in its tentative ruling that any procedural unconscionability was minimal.
In contrast, at the hearing, the court stated the Agreement was not an adhesive contract
based on the declaration attached to CCS’s motion. The court subsequently adopted the
tentative ruling as its order without modification.
CCS claims Ayala-Ventura “arguably waived” 2 and conceded the issue of
procedural unconscionability on appeal because she did not address the issue in her
opening brief, nor did she address the trial court’s apparent finding of no procedural
unconscionability at the hearing. CCS contends it is unnecessary to address substantive
unconscionability because both elements must be present for an agreement to be
unenforceable, and absent procedural unconscionability, the order compelling arbitration
must be affirmed. In the alternative, CCS avers it remains undisputed any procedural
unconscionability was minimal at best and there must be a high degree of substantive
unconscionability to avoid enforcement of the Agreement. In response, Ayala-Ventura
argues the court’s oral pronouncement at the hearing regarding procedural
unconscionability was not its final, formal ruling because the court subsequently adopted
its tentative ruling without modification after the hearing. She contends the court’s
finding of a minimal degree of procedural unconscionability is not at issue on appeal and
should not be disturbed.
A trial court is not bound by statements made prior to entering its ruling on a

2 “[T]he correct legal term for the loss of a right based on failure to timely assert it
is ‘forfeiture,’ because a person who fails to preserve a claim forfeits that claim. In
contrast, a waiver is the ‘ “intentional relinquishment or abandonment of a known
right.” ’ ” (In re S.B. (2004) 32 Cal.4th 1287, 1293, fn. 2.)

14.
motion, nor can the court’s statements be used to impeach the ruling. (In re Marriage of
Ditto (1988) 206 Cal.App.3d 643, 646–647.) A court may enter an order or judgment
wholly different from that announced. (Id. at p. 646.) “A trial court’s oral ruling on a
motion does not become effective until it is filed in writing with the clerk or entered in
the minutes. [Citations.] Accordingly, the trial court may properly file a written order
differing from its oral rulings when the rulings have not been entered in the minutes of
the court. [Citation.] Furthermore, when the trial court’s minute order expressly
indicates that a written order will be filed, only the written order is the effective order.”
(In re Marriage of Drake (1997) 53 Cal.App.4th 1139, 1170.) So long as the court’s oral
ruling has not been entered into the minutes, the court may issue a written ruling that
conflicts entirely with its oral ruling.
The record does not contain any minute order reflecting the trial court’s comments
at oral argument were entered as its final ruling. On the contrary, the minute order issued
after the hearing simply adopted the tentative ruling without modification as the order of
the court. As CCS acknowledges, the court’s statement at the hearing created a lack of
clarity on the issue of procedural unconscionability. But the court’s comments at oral
argument do not constitute the final decision or ruling of the court. They are not the
order under review. The formal order entered by the court concluded any procedural
unconscionability of the Agreement was minimal.
In any event, we agree with the trial court’s conclusion the procedural
unconscionability of the Agreement was minimal. The Agreement was on a preprinted
form and presented to Ayala-Ventura with only the options of accepting or declining it.
While an employee’s assent to the Agreement was characterized as voluntary, a
reasonable inference may be made that declining the Agreement could result in
withdrawal of the job offer. But there is little to suggest any element of surprise given the
Agreement was a stand-alone arbitration agreement and identified as such, not an
arbitration clause buried in a contract. We have no information about Ayala-Ventura’s

15.
education and experience, but the Agreement was not in small typeface and its provisions
were broken up into legible paragraphs with titles identifying each section. The
Agreement could be viewed in either English or Spanish. There is no evidence CCS lied,
manipulated, or placed Ayala-Ventura under duress to sign the Agreement. No facts show
she was subjected to time pressure to sign, and the Agreement specified the employee
could discuss it with legal counsel, indicating time could be taken to consider its terms.
The Agreement bears hallmarks of an adhesive contract, but the circumstances do not
otherwise reflect oppression in its formation. (Cf. OTO, supra, 8 Cal.5th at pp. 127–128
[employee was presented with a one-page arbitration agreement with block text in small
font while a porter waited for him to sign].)
Contracts of adhesion nonetheless “ ‘contain a degree of procedural
unconscionability even without any notable surprises, and “bear within them the clear
danger of oppression and overreaching.” ’ ” (Baltazar, supra, 62 Cal.4th at p. 1244.)
“[C]ourts must be ‘particularly attuned’ to this danger in the employment setting, where
‘economic pressure exerted by employers on all but the most sought-after employees may
be particularly acute.’ ” (Ibid.) “[A] finding of procedural unconscionability does not
mean that a contract will not be enforced, but rather that courts will scrutinize the
substantive terms of the contract to ensure they are not manifestly unfair or one-sided.”
(Gentry v. Superior Court (2007) 42 Cal.4th 443, 469, abrogation on other grounds
recognized in OTO, supra, 8 Cal.5th at p. 129, fn. 10.)
B. Substantive Unconscionability
“Substantive unconscionability examines the fairness of a contract’s terms. This
analysis ‘ensures that contracts, particularly contracts of adhesion, do not impose terms
that have been variously described as “ ‘ “overly harsh” ’ ” [citation], “ ‘unduly
oppressive’ ” [citation], “ ‘so one-sided as to “shock the conscience” ’ ” [citation], or
“unfairly one-sided” [citation]. All of these formulations point to the central idea that the
unconscionability doctrine is concerned not with “a simple old-fashioned bad bargain”

16.
[citation], but with terms that are “unreasonably favorable to the more powerful
party.” ’ ” (OTO, supra, 8 Cal.5th at pp. 129–130.) This “ ‘component of
unconscionability looks to whether the contract allocates the risks of the bargain in an
objectively unreasonable or unexpected manner.’ ” (Magno v. College Network, Inc.
(2016) 1 Cal.App.5th 277, 288.)
Ayala-Ventura argues the Agreement’s scope is overly broad because it applies to
claims unrelated to her employment relationship with CCS and requires binding
arbitration of essentially any claim she may have against her employers and all related
entities and individuals whether arising out of employment or not. She contends the
relevant operative language of the Agreement is substantively identical to the offending
language in the contract at issue in Cook and such language is proscribed under Cook.
Specifically, the Agreement mandates arbitration “of all claims, disputes, and/or
controversies (collectively ‘claims’), whether or not arising out of [Ayala-Ventura]’s
employment or the termination of employment, that Company may have against
[Ayala-Ventura] or that [Ayala-Ventura] may have against Company or against its
employees or agents in their capacity as employees or agents.” CCS claims this language
means if a claim arises out of employment but does not involve termination of
employment, it is still covered and vice versa. CCS argues the Agreement is not
overbroad because its intended scope is employment-related claims.
The parties’ opposing interpretations reflect the Agreement is somewhat
ambiguous in its application to claims that are not employment related. Ambiguities in
an adhesive contract are construed against the drafter. (Sandquist v. Lebo Automotive,
Inc. (2016) 1 Cal.5th 233, 247–248; Victoria v. Superior Court (1985) 40 Cal.3d 734,
739.) Civil Code section 1654 codifies this principle by mandating an interpretation
against the drafting party who caused the uncertainty but only “[i]n cases of uncertainty
not removed by the preceding rules.” (Italics added.) Civil Code section 1643 precedes
Civil Code section 1654 and requires interpretation of a contract that “will make it

17.
lawful, operative, … and capable of being carried into effect, if it can be done without
violating the intention of the parties.” Our Supreme Court has specifically applied Civil
Code section 1643 in construing arbitration agreements. “Where a contract is susceptible
to two interpretations, one which renders it valid and the other which renders it void, a
court should select the interpretation that makes the contract valid.” (Ramirez, supra, 16
Cal.5th at p. 507; Pearson Dental Supplies, Inc. v. Superior Court (2010) 48 Cal.4th 665,
682 [“When an arbitration provision is ambiguous, we will interpret that provision, if
reasonable, in a manner that renders it lawful, both because of our public policy in favor
of arbitration as a speedy and relatively inexpensive means of dispute resolution, and
because of the general principle that we interpret a contractual provision in a manner that
renders it enforceable rather than void.”].) Construing the Agreement in a manner that
avoids unconscionability, we interpret the Agreement as applying to only
employment-related claims.
Even if we adopted Ayala-Ventura’s interpretation of the Agreement, we are not
persuaded this language renders it unconscionable based on Cook. In Cook, the plaintiff
(Cook) filed a lawsuit against her former employer, the University of Southern California
(USC), and two coworkers alleging discrimination and harassment. (Cook, supra, 102
Cal.App.5th at pp. 316–317.) Cook and USC had an arbitration agreement wherein they
“ ‘agree[d] to the resolution by arbitration of all claims, whether or not arising out of
Employee’s University employment, remuneration or termination, that Employee may
have against the University or any of its related entities, including but not limited to
faculty practice plans, or its or their officers, trustees, administrators, employees or
agents, in their capacity as such or otherwise; and all claims that the University may have
against Employee.’ ” (Id. at p. 317.) The trial court deemed the agreement
unconscionably infinite in scope and duration because it “applied to ‘all’ of Cook’s claims
regardless of whether they arose from her employment,” for the rest of her life from any
injury related to USC or its related entities. (Id. at p. 318.) The Court of Appeal likewise

18.
found unconscionable the agreement’s requirement the plaintiff must resolve by
arbitration “any and all claims, whether or not they arose from the employee/employer
relationship.” (Id. at p. 324.) The agreement was further deemed unconscionable
because it survived indefinitely following Cook’s termination from USC and lacked
mutuality as it did not require USC’s “ ‘related entities’ ” to arbitrate their claims against
Cook. (Id. at pp. 325–326.)
Cook must be considered in its own context which differs materially from the
circumstances in this case. (Sanchez v. Valencia Holding Co., supra, 61 Cal.4th at p. 911
[“An evaluation of unconscionability is highly dependent on context.”].) As in Cook, the
Agreement potentially covers a broad array of claims regardless of whether they arise out
of Ayala-Ventura’s employment with CCS. But the Cook court did not conclude an
arbitration agreement covering all claims including those unrelated to employment is
per se unconscionable as Ayala-Ventura seems to argue. Because “parties are free to
contract for asymmetrical remedies and arbitration clauses of varying scope,” the
Agreement’s purportedly broad scope does not necessarily mandate a finding of
unconscionability. (Armendariz, supra, 24 Cal.4th at p. 118.) The agreement in Cook
was unconscionable in part because of the multifarious ways in which a claim against
USC “completely unrelated to [Cook’s] employment” could arise. (Cook, supra, 102
Cal.App.5th at p. 318.) As an example, the trial court observed that if Cook were to
undergo a botched surgery at USC’s hospital in 15 years, her claims would still be subject
to arbitration. (Ibid.) Given CCS solely provides commercial janitorial services, we are
hard-pressed to discern how a similarly vast range of claims completely unrelated to
Ayala-Ventura’s employment could arise, nor does Ayala-Ventura offer a similar panoply
of potential claims she might assert. The Agreement’s scope is not unconscionably broad
under the circumstances in this case.
This more limited potential claims bears on Ayala-Ventura’s claim the Agreement
is unconscionable because it is infinite in duration. The Agreement states it “shall

19.
survive the termination of [Ayala-Ventura’s] employment. It can only be revoked or
modified by a writing signed by [Ayala-Ventura] and the Human Resources
Representative of the Company that specifically states an intent to revoke or modify this
Arbitration Agreement.” Ayala-Ventura argues this language is substantially the same as
the language the Cook court found unconscionable because the agreement survived
indefinitely following the plaintiff employee’s termination. Specifically, the agreement in
Cook provided it “ ‘shall survive the termination of Employee’s employment, and may
only be revoked or modified in a written document that expressly refers to the
“Agreement to Arbitrate Claims” and is signed by the President of the University.’ ”
(Cook, supra, 102 Cal.App.5th at p. 317.) Though the Agreement’s language is
substantially like that in Cook, we reiterate the importance of context in determining
unconscionability. The various potential claims that could arise against USC together
with the agreement’s infinite duration made it unconscionable. Ayala-Ventura claims if
she were injured in an automobile accident caused by one of CCS’s company vehicles
10 years after her employment, she would be compelled to arbitrate a claim. But without
facts about the number of company vehicles generally in use by CCS, we are unable to
assess the probability of this occurrence, which appears speculative at best. Nothing in
the record indicates CCS’s operations have anything like the well-known, broad capacity
of USC’s reach. Cook could be subject to the arbitration agreement forever in any
manner of ways including not just a botched surgery but an injury while attending a USC
football game in 15 years.
Having concluded the Agreement is not unconscionably broad in scope or
duration, we turn finally to Ayala-Ventura’s contention the Agreement lacks mutuality.
“In assessing substantive unconscionability, the paramount consideration is mutuality.”
(Abramson, supra, 115 Cal.App.4th at p. 664.) “Agreements to arbitrate must contain at
least ‘ “a modicum of bilaterality” ’ to avoid unconscionability. [Citation.] When only
the weaker party’s claims are subject to arbitration, and there is no reasonable

20.
justification for that lack of symmetry, the agreement lacks the requisite degree of
mutuality.” (Id. at p. 657.) As stated by our Supreme Court, “an arbitration agreement
imposed in an adhesive context lacks basic fairness and mutuality if it requires one
contracting party, but not the other, to arbitrate all claims arising out of the same
transaction or occurrence or series of transactions or occurrences.” (Armendariz, supra,
24 Cal.4th at p. 120.)
Ayala-Ventura points out the Agreement defines “ ‘Company’ ” as: “ ‘PBC
SolutionOne, Inc. dba CCS Facility Services and all of its related entities, parents, and
subsidiaries.’ ” She contends this definition lacks inclusion of the “ ‘employees or agents
in their capacity as employees or agents’ ” referenced in the same section, and when read
together with the Company definition, requires Ayala-Ventura to arbitrate her claims
against CCS and its employees and agents, but does not likewise require CCS’s
employees and agents to arbitrate their claims against her. Ayala-Ventura relies on Cook
again to argue the agreements in both cases are similarly unconscionable.
The employee in Cook was obliged to arbitrate her claims against USC, its related
entities, as well as its “officers, trustees, administrators, employees or agents,” but only
USC was bound to arbitrate its claims against the plaintiff. The agreement lacked
mutuality because USC’s “ ‘related entities’ ” were not bound to it. (Cook, supra, 102
Cal.App.5th at p. 319.) Here, the Agreement’s definition of “Company” expressly
includes CCS’s related entities and binds those entities to arbitration. Cook was also
bound to arbitrate any claims against USC’s officers, trustees, administrators, employees
or agents “ ‘in their capacity as such or otherwise.’ ” (Id. at p. 317, italics added.) This
language was understood as requiring Cook to arbitrate any claims against these
individuals even where they were not acting in their identified capacity. In contrast, the
Agreement expressly limits arbitration to claims against CCS’s employees or agents in
their capacity as such. Any claims Ayala-Ventura may have against employees or agents
unrelated to their role are therefore not subject to the Agreement.

21.
We are not convinced the Agreement’s purported failure to require CCS’s
employees and agents to arbitrate their claims against Ayala-Ventura results in a lack of
mutuality between the contracting parties. The Agreement is between CCS and
Ayala-Ventura; it is not between her and CCS’s employees and agents. A lack of
mutuality generally consists of the stronger party imposing terms on the weaker party
without accepting those terms itself. (Armendariz, supra, 24 Cal.4th at pp. 118–120.)
But this is not a contract where only the weaker party’s claims are subject to arbitration.
The Agreement “applies equally to employee and employer initiated claims, carrying the
‘modicum of bilaterality’ required by law.” (Vo v. Technology Credit Union (2025) 108
Cal.App.5th 632, 644.) It gives an illustrative list of possible arbitrable claims but makes
clear the list is not exhaustive because potential claims “are not limited to” those listed.
(Id. at pp. 644–645; Baltazar, supra, 62 Cal.4th at p. 1249 [illustrative list was not meant
to be exhaustive and casts no doubt on the agreement’s comprehensive reach to apply to
all claims between the employee and employer].) Excluded claims include workers’
compensation and unemployment claims, which “are excluded from arbitration by law.”
(Ramirez, supra, 16 Cal.5th at p. 498.) The Agreement otherwise only precludes claims
both parties may have for injunctive relief. (Cf. Abramson, supra, 115 Cal.App.4th at
pp. 664–665 [trade secret carve-out in an arbitration agreement unconscionably permitted
only the employer to seek injunctive relief].)
The other terms in the Agreement contain no indicia of substantive
unconscionability. The parties must attempt to mutually agree on a neutral arbitrator. If
they cannot agree, an arbitrator is chosen pursuant to the process in section 1281.6. 3 The

3 Section 1281.6 provides for appointment of an arbitrator in pertinent part: “In the
absence of an agreed method [of appointing an arbitrator], or if the agreed method fails or
for any reason cannot be followed, or when an arbitrator appointed fails to act and his or
her successor has not been appointed, the court, on petition of a party to the arbitration
agreement, shall appoint the arbitrator.”

22.
arbitrator has the authority to award all remedies and relief that would otherwise have
been available if the claim had been brought by a civil complaint. The parties have the
“right to a reasonable amount of discovery guided by the Federal Rules of Civil
Procedure.” The arbitration forum is the county where the employee works or worked for
CCS. CCS bears the costs of the arbitrator and other incidental arbitration costs except
both parties bear their own costs of legal representation. These terms are not
unreasonable or oppressively unfair to Ayala-Ventura. (Cf. Mercuro v. Superior Court
(2002) 96 Cal.App.4th 167, 178–182 [agreement was substantively unconscionable
where it did not guarantee a neutral arbitrator and required the employee to pay half the
arbitration fees].) The arbitral scheme provides an effective means for her to pursue
claims, affords her the same rights and remedies that would be available in court
proceedings, and does not impose costs or other barriers that impede Ayala-Ventura from
pursuing her statutory rights. (See OTO, supra, 8 Cal.5th at pp. 133–134 [an agreement
to arbitrate wage claims must provide an accessible and affordable forum for wage
disputes]; Armendariz, supra, 24 Cal.4th at p. 106 [arbitration agreement as a condition
of employment must provide the employee with adequate discovery to pursue statutory
claims].) We conclude the trial court did not err in finding the Agreement is not
substantively unconscionable.
III. Stare Decisis
Ayala-Ventura contends the trial court’s open refusal to adhere to Cook violates the
well-established principle the decisions of all Courts of Appeal are binding on all superior
courts as stated in Auto Equity Sales v. Superior Court (1967) 57 Cal.2d 450, 455. She
claims the court committed reversible error by refusing to follow Cook even though
mandated to do so by stare decisis.
Because our review is de novo, we review the trial court’s ruling, not its rationale.
We therefore need not address Ayala-Ventura’s specific assertions of error in the court’s
reasoning. (Earnest v. Commission on Teacher Credentialing (2023) 90 Cal.App.5th 62,

23.
74.) We nonetheless address her contentions regarding stare decisis to provide guidance
to the parties and the trial court.
The trial court concluded it was “not obligated to find Cook persuasive, nor does
it” because this court had not yet cited Cook as authority on the issues of scope, duration,
and lack of mutuality. To the extent the court believed it was not bound by Cook until it
is cited by this court, this is incorrect. As our Supreme Court said in Auto Equity Sales v.
Superior Court, supra, 57 Cal.2d 450, the “[d]ecisions of every division of the District
Courts of Appeal are binding upon all the justice and municipal courts and upon all the
superior courts of this state, and this is so whether or not the superior court is acting as a
trial or appellate court. Courts exercising inferior jurisdiction must accept the law
declared by courts of superior jurisdiction.” (Id. at p. 455.) Pursuant to this holding,
“[a]ll trial courts are bound by all published decisions of the Court of Appeal [citation],
the only qualifications being that the relevant point in the appellate decision must not
have been disapproved by the California Supreme Court and must not be in conflict with
another appellate decision.” (Sarti v. Salt Creek Ltd. (2008) 167 Cal.App.4th 1187,
1193.) This “means that a trial judge sitting in San Francisco is equally bound by
decisions from divisions of the Court of Appeal sitting in Fresno, San Diego and even
Orange County just as much as he or she is bound by decisions by a panel sitting in
San Francisco.” (Id. at p. 1193, fn. 2.) “The doctrine of stare decisis requires a trial court
to follow an unambiguous published holding of the Court of Appeal, even if the trial
court believes that the appellate opinion was erroneously decided.” (Cuccia v. Superior
Court (2007) 153 Cal.App.4th 347, 349 (Cuccia).) Accordingly, while the trial court here
was free to find Cook’s reasoning unpersuasive, it was unquestionably bound by Cook as
a published opinion by a court of superior jurisdiction.
“But nothing about stare decisis prevents courts from fairly distinguishing cases.”
(People ex rel. Green v. Grewal (2015) 61 Cal.4th 544, 565.) When a trial court is
confronted with a published opinion it believes to be erroneous that compels it to rule

24.
one way, the court “has no choice but to follow the declared law in the appellate opinion
‘wherever the facts of the case are not fairly distinguishable from the facts of the case in
which [the appellate court has] declared the applicable principle of law.’ ” (Cuccia,
supra, 153 Cal.App.4th at p. 354, italics added.) 4 A trial court may thus distinguish the
facts and circumstances of the case before it from those in a binding authority.
Ayala-Ventura claims the trial court justified its refusal to follow Cook based on a
meaningless distinction between the facts of Cook and the circumstances here. She
points to the ruling’s discussion that the defendant employer in Cook had taken
conflicting stances as USC initially argued the agreement encompassed all claims
whether employment related or not but then argued on appeal the agreement only covered
employment-related claims. Here, and in contrast, Ayala-Ventura avers CCS consistently
argued the Agreement applies to claims arising out of the employment relationship.
Ayala-Ventura argues the court failed to explain why this trivial factual distinction was
legally significant and did not otherwise distinguish Cook.
While the trial court should explain why it found Cook distinguishable from the
instant case in declining to follow it, the grounds on which the court did so are somewhat
unclear. We agree with Ayala-Ventura though that the conflicting stances of the
defendant employer in Cook is not a material distinction from the facts in this case.
Unlike the trial court, we are not bound by Cook. We have taken no issue, however, with
the Cook court’s reasoning on the issues of substantive unconscionability. Instead, we
have found the circumstances in Cook distinguishable in factually and legally significant
ways as discussed above. The trial court was free to do the same.

4 Additionally, “the trial court should make a record articulating why it believes the
binding opinion is erroneous and should be revisited by the appellate court which is free
to either disagree with or overrule the opinion.” (Cuccia, supra, 153 Cal.App.4th at
p. 354.)

25.
DISPOSITION
The appeal is deemed a petition for writ of mandate. The petition is denied. CCS
is entitled to recover its costs on appeal.

PEÑA, J.
WE CONCUR:

LEVY, Acting P. J.

FRANSON, J.

26.
Filed 3/17/26
CERTIFIED FOR PARTIAL PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIFTH APPELLATE DISTRICT

JAZMIN AYALA-VENTURA,

Petitioner, F089695

v. (Super. Ct. No. 24CECG03802)

THE SUPERIOR COURT OF FRESNO
COUNTY, ORDER GRANTING
PARTIAL PUBLICATION
Respondent;

CCS FACILITY SERVICES – FRESNO
INC. et al.,

Real Parties in Interest.

On March 10, 2026, this court received and filed a request for publication of the
nonpublished opinion filed on February 19, 2026, in the above entitled matter. It
appearing that part of the nonpublished opinion meets the standards for publication
specified in California Rules of Court, rule 8.1105(c), it is ordered that the opinion be
certified for publication in the Official Reports with the exception of parts I. and III. of
the Discussion.

PEÑA, J.
WE CONCUR:

LEVY, Acting P. J.

FRANSON, J.

1.