Castillo v. Alere North America, Inc.

[7] 8 UNITED STATES DISTRICT COURT 9 SOUTHERN DISTRICT OF CALIFORNIA [10] 11 GEORGE CASTILLO, on behalf of Case No.: 3:21-cv-01519-RBM-SBC himself and all others similarly situated, [12] ORDER DENYING MOTION TO Plaintiff, 13 COMPEL ARBITRATION v. [14] [Doc. 54] ALERE NORTH AMERICA, INC., a [15] Delaware corporation; ALERE, INC., a 16 Delaware corporation; ABBOTT LABORATORIES, INC., an Illinois [17] corporation; and DOES 1-50, inclusive, [18] Defendants. [20] 21 Currently pending before the Court is an October 21, 2022 motion to compel 22 arbitration filed by Defendants Alere North America, Inc., Alere, Inc., Abbott Laboratories, 23 Inc., and Abbott Rapid Dx North America, LLC (“Defendants”). (Doc. 54 (“Mot.”).) 24 Plaintiff George Castillo (“Plaintiff”) (collectively, “the Parties”) filed a brief in opposition 25 to the motion on November 7, 2022. (Doc. 60 (“Opp.”).) Defendants filed a reply on 26 November 14, 2022. (Doc. 61 (“Reply”).) The Court finds the matter suitable for 27 determination on the papers and without oral argument pursuant to Civil Local Rule 28 7.1(d)(1). 1 For the reasons discussed below, Defendants’ Motion (Doc. 54) is DENIED. 2 I. BACKGROUND 3 In June 2007, Plaintiff became an employee of third party StaffWorks, LLC 4 (“StaffWorks”). (Doc. 54-5, Declaration of Joan Milana-Slater (“Milana-Slater Decl.”) 5 ¶¶ 3–4; Doc. 60-2, Declaration of Plaintiff George Castillo (“Plaintiff Castillo Decl.”) ¶ 3.) 6 StaffWorks is a temporary staffing company that recruits and hires contract employees to 7 work on temporary assignments with StaffWorks’ clients. (Milana-Slater Decl. ¶ 2.) On 8 April 19, 2007, Plaintiff executed a document titled “StaffWorks, LLC Mandatory 9 Arbitration Agreement.” (Doc. 54-6, Ex. A to Milana-Slater Decl. (“Arbitration 10 Agreement”).) The Arbitration Agreement states Plaintiff agreed, in connection with his 11 employment with StaffWorks: 12 that any dispute or controversy [. . .] between myself and StaffWorks (or its owners, partners, directors, officers, employees and parties affiliated with its employee [13] benefit and health plans) arising from, related to, or having relationship or 14 connection whatsoever with my seeking employment with, employment by, or other association with StaffWork [. . .] shall be submitted to and determined by binding [15] arbitration[.] [16] 17 (Arbitration Agreement at 1 (emphases omitted).) Plaintiff’s signature appears at the end 18 of the Arbitration Agreement. (Id.) 19 Upon commencement of his employment with StaffWorks, Plaintiff was assigned to 20 work as a contingent worker at Innovacon, Inc. (“Innovacon”) and/or Defendant Alere 21 North America, Inc. (Milana-Slater Decl. ¶ 3; Doc. 54-5, Declaration of Sheryl Hoover 22 (“Hoover Decl.”) ¶ 6; Plaintiff Castillo Decl. ¶ 3.)1 On July 25, 2008, following the 23 completion of his contract assignment, Plaintiff was hired as a full-time employee at [26] 1 Plaintiff asserts that he resigned from StaffWorks in October 2007 before he again applied 27 and was re-hired by StaffWorks in February 2008, where he was re-assigned to work at Innovacon. (Plaintiff Castillo Decl. ¶ 5.) Plaintiff also asserts that, upon his re-hiring in [28] 1 Innovacon and/or the entity that acquired Innovacon, which after a series of acquisitions, 2 conversions, and/or name changes, later became Defendant Abbott Rapid Dx North 3 America, LLC. (Doc. 54-4, Declaration of Mona Oliver (“Oliver Decl.”) ¶¶ 3–4.) 4 Defendants operate medical supply facilities in California. (Doc. 53, First Amended 5 Complaint (“FAC”) ¶ 17.) Plaintiff worked for Defendants as a Medical Handler from 6 June 7, 20072 through October 2020. (Id. ¶ 27.) Plaintiff filed this putative class action in 7 May 2021. (See Doc. 1-2.) Plaintiff alleges “Defendants consistently maintained and 8 enforced against its Non-Exempt Employees unlawful practices and policies in violation 9 of California state wage and hour laws.” (FAC ¶ 2.) The FAC alleges nine claims: (i) 10 failure to pay wages; (ii) failure to pay overtime; (iii) failure to provide rest periods; (iv) 11 failure to provide meal periods; (v) failure to timely pay wages during employment; (vi) 12 failure to timely pay wages upon separation; (vii) failure to comply with wage statement 13 laws; (viii) failure to reimburse business expenses; and (ix) violation of California’s Unfair 14 Competition Law, California Business and Professions Code §§ 17200 et seq. (See id. ¶¶ 15 54–130.) 16 In his factual allegations, Plaintiff alleges that during the relevant timeframe, 17 “Defendants compensated Plaintiff and the Non-Exempt Employees based upon an hourly 18 wage” and that members of the putative class, including Plaintiff, “worked as non-exempt 19 employees for Defendants.” (Id. ¶¶ 25, 29.) Plaintiff alleges he and the class members 20 were and are “all subject to Defendants’ uniform policies and systemic practices specified 21 herein.” (Id. ¶ 32.) Plaintiff alleges he and class members “were not properly compensated 22 for all hours worked, in part because they were frequently required to work off the clock” 23 and “frequently worked in excess of eight (8) hours a day and/or over forty (40) hours in a 24 workweek, but were not properly paid for such time at a rate of time and one-half (1.5) the 25 employee’s regular rate of pay per hour.” (Id. ¶¶ 33–34.) [27] 2 This period includes Plaintiff’s initial placement with Innovacon and/or Defendant Alere [28] 1 Plaintiff alleges “Defendants’ rounding practices caused failure to properly pay 2 Plaintiff and Class Members for all hours worked.” (Id. ¶ 35.) Plaintiff alleges 3 “Defendants failed to properly calculate Plaintiff’s and the Class Members’ regular rate of 4 pay because Defendants failed to include all forms of compensation in the regular rate 5 including bonuses, incentives, commissions, and other compensation.” (Id. ¶ 36.) Plaintiff 6 alleges he and class members “were regularly required to work shifts in excess of five (5) 7 hours without being provided a lawful, timely meal period and over ten (10) hours in a day 8 without being provided a second lawful, timely meal period as required by law.” (Id. ¶ 37.) 9 Plaintiff alleges “as a consequence of Defendants’ staffing and scheduling practices, 10 lack of coverage, work demands, and Defendants’ policies and practices, Defendants 11 frequently failed to provide Plaintiff and the Class Members timely, legally compliant 12 uninterrupted thirty (30) minute meal periods on shifts over five (5) hours and second (2nd) 13 meal periods on shifts over ten (10) hours as required by law.” (Id. ¶ 38.) Plaintiff alleges 14 “Defendants failed to compensate Plaintiff” for “one (1) additional hour of pay at their 15 regular rate as required by California law when meal periods were not timely or lawfully 16 provided in a compliant manner.” (Id. ¶ 42.) Plaintiff alleges “Defendants also failed to 17 provide accurate, lawful itemized wage statements to Plaintiff and the Class Members in 18 part because of the above specified violations” and “Defendants omitted an accurate 19 itemization of total hours worked, all applicable rates of pay, gross pay and net pay figures 20 from Plaintiff and the Class Members’ wage statements.” (Id. ¶ 44.) Plaintiff alleges 21 “Defendants also failed to accurately indicate the name of the entity who was the employer 22 of Plaintiff and the Class Members on wage statements.” (Id.) Lastly, Plaintiff alleges 23 “Defendants have also made it difficult to determine applicable rates of pay and account 24 with precision for the unlawfully withheld wages and deductions due […] because they did 25 not implement and preserve a lawful record-keeping method to record all hours worked, 26 meal periods, and non-provided rest and meal periods owed to employees as required.” 27 (Id. ¶ 45.) 28 At his deposition, Plaintiff testified that he signed onboarding documents prior to 1 beginning his employment with StaffWorks. (Doc. 54-1, Declaration of Steven Morphy 2 (“Morphy Decl.”) ¶ 2.) Defendants then subpoenaed StaffWorks, obtained a copy of the 3 Arbitration Agreement, and asked Plaintiff to voluntarily submit his individual claims to 4 binding arbitration. (Id. ¶¶ 3–4.) Plaintiff refused, and the instant motion to compel 5 arbitration followed. (Id. ¶ 4.) 6 Accompanying Defendants’ Motion are several declarations of employees of Alere 7 San Diego, Inc., Defendant Alere North America, Inc., Defendant Abbot Rapid Dx North 8 America, LLC, and StaffWorks, LLC. (See Doc. 54.) Relevant portions of those 9 declarations are detailed below. 10 Shyrl Hoover, the Director of Global Talent Acquisitions at Alere San Diego, Inc., 11 and who has been employed by Alere in various capacities over 22 years, submits that 12 Plaintiff was a temporary employee of StaffWorks assigned to perform certain services at 13 one of StaffWorks’ partners, Defendant Alere North America, Inc. (Hoover Decl. ¶¶ 1, 3.) 14 Hoover stated that, during Plaintiff’s employment with StaffWorks, “Alere contracted with 15 a third-party ‘master service provider’ called Allegis Group, which is a company that is in 16 charge of ‘managing temporary staffing agencies,’ like StaffWorks.” (Id. ¶ 7.) Hoover 17 stated that “Alere views the relationship between Allegis, StaffWorks, and Alere as a three18 way partnership, wherein every piece needs to work together to create a successful 19 contingent labor program. StaffWorks partners with Allegis and Alere in order to ensure 20 that candidates are submitted to job postings, that temporary assignments are billed, and 21 that contingent employees are onboarded to assignments and managed properly throughout 22 their assignments.” (Id. ¶ 8.) Based on Hoover’s experience with temporary staffing 23 agencies like StaffWorks, she asserts that the reference to “partners” in the Arbitration 24 Agreement “clearly refers to Alere.” (Id. ¶ 9.) 25 Mona Oliver, a Manager, Human Resources at Defendant Abbot Rapid Dx North 26 America, LLC, submits that Plaintiff worked as a contingent worker for Innovacon, “which 27 later became, after a series of acquisitions, conversions and/or name changes, Abbott Rapid 28 Dx North America, LLC.” (Oliver Decl. ¶ 3.) Oliver states that after Plaintiff finished his 1 contingent work for Innovacon, “on July 25, 2008, Castillo was hired as a full-time 2 employee at the entity that acquired Innovacon, Inc., and later became, after a series of 3 acquisitions, conversions and/or name changes, Abbott Rapid Dx North America, LLC.” 4 (Id. ¶ 4.) 5 Joan Milana-Slater, Branch Manager of StaffWorks, submits that “StaffWorks is a 6 temporary staffing company that recruits and hires temporary (or ‘contract’) employees to 7 work on temporary assignments at client sites.” (Milana-Slater Decl. ¶ 2.) Milana-Slater 8 states that Innovacon “is a former client of StaffWorks, through whom Innovacon obtained 9 staffing services for temporary employees as well as temp-to-hire employees, who to my 10 knowledge were eligible to become permanent employees after the introduction and initial 11 assignment facilitated by StaffWorks ended.” (Id. ¶ 6.) Milana-Slater states that 12 “StaffWorks was Castillo’s employer and initially assigned Castillo to work as a contingent 13 worker for Innovacon.” (Id.) Milana-Slater asserts that “StaffWorks intended that its 14 arbitration agreement cover claims against StaffWorks and its client “partners” like 15 Innovacon, including its successors and current and subsequent parents and subsidiaries.” 16 (Id. ¶ 7.) Milana-Slater notes that the Arbitration Agreement contains no terms limiting its 17 application to the period of an employee’s temporary employment with StaffWorks, but 18 rather covers claims with any “relationship or connection whatsoever with…[any] other 19 association with StaffWorks.” (Id. ¶ 8). 20 Accompanying Plaintiff’s Opposition to Defendant’s Motion is a declaration of 21 Plaintiff George Castillo. (See Doc. 60.) Relevant portions of that declaration are detailed 22 below as follows. 23 Plaintiff George Castillo submits that he was hired by StaffWorks in June 2007 and 24 assigned to work at Innovacon. (Plaintiff Castillo Decl. ¶ 3.) Plaintiff Castillo states he 25 resigned from StaffWorks in October 2007 before again applying and working for 26 StaffWorks in February 2008, where he was again assigned to work at Innovacon. (Id. 27 ¶¶ 4–5.) Plaintiff Castillo asserts that upon his re-hiring at StaffWorks in February 2008, 28 he did not sign a new arbitration agreement with StaffWorks. (Id. ¶ 6.) Plaintiff Castillo 1 states that his last day of employment with StaffWorks was in July 2008, and he was 2 subsequently hired directly by Innovacon as a “permanent employee.” (Id. ¶ 7.) Plaintiff 3 Castillo asserts he “did not agree to arbitration of any claims arising out of my employment 4 with StaffWorks with any company other than StaffWorks, including Innovacon or any of 5 its alleged successors.” (Id. ¶ 9.) Plaintiff Castillo asserts that it was his understanding 6 that the Arbitration Agreement “would only apply to claims arising out of my employment 7 with StaffWorks” and “would not survive my voluntary termination with StaffWorks such 8 that it would continue to apply to my employment with Innovacon as a permanent 9 employee.” (Id. ¶ 10 (emphasis omitted).) Lastly, Plaintiff alleges that “[t]o the extent 10 Defendants contend that they are covered by the term ‘partner’ in the Arbitration 11 Agreement, which is clearly intended to include a member in a partnership, I did not intend, 12 nor could I have known, that it would include Defendants.” (Id. ¶ 11.) 13 II. LEGAL STANDARD 14 Because the Arbitration Agreement is “a contract evidencing a transaction involving 15 commerce,” it is subject to the Federal Arbitration Act (“FAA”). 9 U.S.C. § 2 . Pursuant 16 to the FAA, contractual arbitration agreements “shall be valid, irrevocable, and 17 enforceable, save upon such grounds as exist at law or in equity for the revocation of any 18 contract.” Id. “By its terms, the [FAA] leaves no room for the exercise of discretion by a 19 district court, but instead mandates that district courts shall direct the parties to proceed to 20 arbitration on issues as to which an arbitration agreement has been signed.” Dean Witter 21 Reynolds, Inc. v. Byrd, 470 U.S. 213, 213 (1985) (emphasis omitted); Am. Exp. Co. v. 22 Italian Colors Rest., 570 U.S. 228, 233 (2013). The district court’s role is therefore 23 “limited to determining (1) whether a valid agreement to arbitrate exists and, if it does, (2) 24 whether the agreement encompasses the dispute at issue.” Chiron Corp. v. Ortho 25 Diagnostic Sys., Inc., 207 F.3d 1126, 1130 (9th Cir. 2000) (citing 9 U.S.C. § 4 ; Simula, 26 Inc. v. Autoliv, Inc., 175 F.3d 716 , 719–20 (9th Cir. 1999)). “If the response is affirmative 27 on both counts, then the Act requires the court to enforce the arbitration agreement in 28 accordance with its terms.” Id.; see also 9 U.S.C. § 4 . 1 “The [FAA] establishes that, as a matter of federal law, any doubts concerning the 2 scope of arbitrable issues should be resolved in favor of arbitration, whether the problem 3 at hand is the construction of the contract language itself or an allegation of waiver, delay, 4 or a like defense to arbitrability.” Moses H. Cone Mem’l Hosp. v. Mercury Const. Corp., [5] 460 U.S. 1 , 24–25 (1983). However, when the question “is not whether a particular issue 6 is arbitrable, but whether a particular party is bound by the arbitration agreement. Under 7 these circumstances, the liberal federal policy regarding the scope of arbitrable issues is 8 inapposite.” Comer v. Micor, Inc., 436 F.3d 1098 , 1104 n.11 (9th Cir. 2006). 9 III. DISCUSSION 10 Defendants are not signatories nor parties to the Arbitration Agreement between 11 Plaintiff and StaffWorks nor do they contend that they are. Thus, the primary dispute 12 between the Parties concerns whether Defendants, as non-signatories to the Arbitration 13 Agreement, may enforce its provisions as third-party beneficiaries and/or whether Plaintiff 14 is equitably estopped from avoiding enforcement of the Arbitration Agreement by 15 Defendants. Before considering those questions, the Court first briefly addresses Plaintiff’s 16 evidentiary objections to Defendants’ declarations and relevant portions thereof 17 accompanying Defendants’ Motion. (See Docs. 54, 60-3, 61-1.) 18 A. Evidentiary Objections 19 The Court denies Plaintiff’s objections to the entirety of the Mona Oliver, Shyrl 20 Hoover, and Stephen Morphy declarations as improperly limiting the declarations under 21 penalty of perjury to the state laws of California under 28 U.S.C. § 1746 . Because each of 22 these declarations was executed within the United States, they need not contain the clause 23 “under the laws of the United States of America.” See 28 U.S.C. § 1746 (1), (2). 24 The Court denies Plaintiff’s objections regarding the declaration of Mona Oliver as 25 lacking foundation, lacking personal knowledge, speculation, hearsay, and vagueness as to 26 time. (Doc. 60-3 at 2–3.) Oliver’s declaration is based on her personal knowledge, and by 27 virtue of her role as a Manager, Human Resources, her familiarity with the Defendants as 28 well as access to records pertaining to “employees of Abbott Laboratories and its past 1 and present subsidiaries, as well as contingent workers assigned to these entities.” (Oliver 2 Decl. ¶¶ 1–2.) See Persian Gulf Inc. v. BP W. Coast Prod. LLC, No. 15CV1749-JO-AGS, [3] 2022 WL 4830698 , at *7 (S.D. Cal. Sept. 30, 2022), appeal dismissed sub nom. Persian 4 Gulf, Inc. v. Chevron U.S.A. Inc., No. 22-56010, 2023 WL 566364 (9th Cir. Jan. 11, 2023) 5 (“[T]he Court can infer personal knowledge from the declaration itself, including the 6 declarant’s role in the company, the declarant’s participation in certain matters, and the 7 declarant’s statements that her declaration is based on personal knowledge.”) (citing 8 Barthelemy v. Air Lines Pilots Ass’n, 897 F.2d 999, 1018 (9th Cir. 1990)). Oliver’s 9 declaration is not hearsay. See Polanski v. KLM Royal Dutch Airlines, 378 F. Supp. 2d 10 1222 , 1229 n.7 (S.D. Cal. 2005) (“The declaration does not fit the definition of hearsay 11 under [Federal Rule of Evidence] 801(c), because it is not a statement by another offered 12 to prove the truth of the matter asserted.”). Nor does Oliver seek to authenticate an item 13 of evidence under Rule 801(b). Oliver’s statements are not vague as to time. 14 The Court denies Plaintiff’s objections regarding the declaration of Joan Milana15 Slater as vague as to “Business Records”, lacking foundation, lacking personal knowledge, 16 speculation, hearsay, improper evidence of routine business practice, and improper 17 opinion. The Court sustains Plaintiff’s objection to sentences two and three of paragraph 18 5 for lack of proper authentication under Federal Rule of Evidence 901(b)(2). (Doc. 60-3 19 at 3–4.) 20 Milana-Slater’s declaration is based on her personal knowledge, review of 21 StaffWorks’ business records, and by virtue of her position as a Branch Manager at 22 StaffWorks, review of Plaintiff Castillo’s personnel file maintained in the regular course 23 of StaffWorks’ business. (Milana-Slater Decl. ¶¶ 1, 3, 4–5.) See Mitchell v. Ecolab, Inc., 24 No. 1:22-CV-01088-EPG, 2023 WL 2666391 at *4 (E.D. Cal. Mar. 28, 2023) (declaration 25 based on personal knowledge, review of business records, and relevant position lays a 26 proper foundation and establishes personal knowledge as to declaration and attached 27 exhibits) (citing Wright v. Sirius XM Radio Inc., No. SACV 16-01688 JVS (JCGx), 2017 28 WL 4676580 , at *2 (C.D. Cal. June 1, 2017). Her declaration is not hearsay. See Polanski, [1] 378 F. Supp. 2d at 1229 n.7. Milana-Slater’s authentication of the Arbitration Agreement 2 attached as Exhibit A to her declaration is proper under Rule 901(b)(1). 3 Milana-Slater’s statement regarding the authenticity of Plaintiff’s handwriting on 4 the Arbitration Agreement is improper under Rule 901(b)(2) as Milana-Slater failed to 5 explain whether her familiarity with Plaintiff’s handwriting, derived from her review of 6 Plaintiff’s personnel file, was “not acquired for the current litigation.” (See Milana-Slater 7 Decl. ¶ 5.) Simmons First Nat’l Bank v. Lehman, No. C-13-02876 DMR, 2015 WL 632393 , 8 at *4 (N.D. Cal. Feb. 13, 2015) (citing Fed. R. Evid. 901(b)(2); United States v. Dreitzler, [9] 577 F.2d 539 , 553 n.24 (9th Cir. 1978)). Thus, the Court strikes the second and third 10 sentences of paragraph 5 in Milana-Slater’s declaration. In any event, the Court concludes 11 that Plaintiff’s signature is contained on the Arbitration Agreement and notes that Plaintiff 12 does not contend otherwise. (See Arbitration Agreement at 1.) Milana-Slater’s statement 13 regarding StaffWorks’ intent is not improper lay witness testimony under Federal Rule 14 Evidence 701. (See Milana-Slater Decl. ¶ 7.) 15 The Court denies Plaintiff’s objections regarding the declaration of Shyrl Hoover as 16 vague as to “partners,” lacking foundation, lacking personal knowledge, speculation, 17 hearsay, lack of authentication, and improper opinion testimony. (See Doc. 60-3 at 4–5.) 18 Hoover’s declaration is based on her personal knowledge, her position as a Director in 19 Global Talent Acquisition at Alere San Diego, Inc., and her “access to records pertaining 20 to contingent employees who were assigned to Abbott Laboratories and its subsidiaries, 21 including [Defendant] Alere North America, Inc.” (Hoover Decl. ¶¶ 1–2, 7, 9.) See 22 Persian Gulf Inc., 2022 WL 4830698 , at *7. Hoover’s declaration is not hearsay. See 23 Polanski, 378 F. Supp. 2d at 1229 n.7. Hoover’s authentication of the Arbitration 24 Agreement attached as Exhibit A to her declaration is proper under Rule 901(b)(1). 25 Hoover’s statements regarding Alere’s views of the relationship between Allegis, 26 StaffWorks and Alere and her experience working with temporary staffing agencies such 27 as StaffWorks is not improper lay witness testimony under Rule 701. (See Hoover Decl. 28 ¶¶ 8–9.) 1 B. Third Party Beneficiaries 2 “The United States Supreme Court has held that a litigant who is not a party to an 3 arbitration agreement may invoke arbitration under the FAA if the relevant state contract 4 law allows the litigant to enforce the agreement.” Kramer v. Toyota Motor Corp., 705 F.3d 5 1122, 1128 (9th Cir. 2013) (citing Arthur Andersen LLP v. Carlisle, 556 U.S. 624 , 632 6 (2009)). Because the Arbitration Agreement does not contain a choice-of-law provision, 7 (see Arbitration Agreement at 1), and no Party has asked the Court to apply any state law 8 other than California, we therefore look to California contract law to determine whether 9 Defendants, as non-signatories, can compel arbitration. 10 California law states that “[a] contract, made expressly for the benefit of a third 11 person, may be enforced by him at any time before the parties thereto rescind it.” Cal. Civ. 12 Code § 1559. Defendants bear the burden of proving that they are third-party beneficiaries 13 of the Arbitration Agreement. See Garcia v. Truck Ins. Exch., 36 Cal. 3d 426, 440 (Cal. 14 1984). It is not sufficient that a contract results in benefits to a third-party. See Norcia v. 15 Samsung Telecomm. Am., LLC, 845 F.3d 1279, 1290 (9th Cir. 2017) (“The mere fact that 16 a contract results in benefits to a third party does not render that party a ‘third party 17 beneficiary’”) (quoting Matthau v. Superior Ct., 151 Cal. App. 4th 593, 602 (Cal. Ct. App. 18 2007)). Rather, the Court must interpret “[the] contract to give effect to the mutual 19 intention of the parties at the time they formed the contract.” Camacho v. Target Corp., [20] 24 Cal. App. 5th 291, 306 (Cal. Ct. App. 2018) (citing Hess v. Ford Motor Co., 27 Cal. 4th 21 516, 524 (Cal. 2002); Cal. Civ. Code § 1636 ). 22 The Court must “carefully examine[] the express provisions of the contract at issue, 23 as well as all of the relevant circumstances under which the contract was agreed to” to 24 determine “(1) whether the third party would in fact benefit from the contract”, “whether a 25 motivating purpose of the contracting parties was to provide a benefit to the third party, 26 and (3) whether permitting a third party to bring its own breach of contract action against 27 a contracting party is consistent with the objectives of the contract and the reasonable 28 expectations of the contracting parties.” Goonewardene v. ADP, LLC, 6 Cal. 5th 817 , 829– 1 30 (Cal. 2019); see also Cal. Civ. Code § 1639 (“When a contract is reduced to writing, 2 the intention of the parties is to be ascertained from the writing alone, if possible; subject, 3 however, to the other provisions of this Title.”); Cal. Civ. Code § 1647 (“A contract may 4 be explained by reference to the circumstances under which it was made, and the matter to 5 which it relates.”). In interpreting the contract, words are given their plain meaning, 6 “unless the parties or usage have given the words a specialized or technical 7 meaning.” Camacho, 24 Cal. App. 5th at 306 (citing Mountain Air Enters., LLC v. 8 Sundowner Towers, LLC, 3 Cal. 5th 744, 752 (Cal. 2017); Cal. Civ. Code § 1644 )). 9 At issue is whether Defendants are “partners” as contemplated in the Arbitration 10 Agreement such that they can enforce its provisions as third-party beneficiaries. Because 11 the Arbitration Agreement does not define the term “partners” or specify whether 12 Defendants and/or Innovacon are or were at any time “partners” of StaffWorks, (see 13 Arbitration Agreement at 1), the Court begins with the plain meaning of the word 14 “partners” in the agreement. 15 In relevant part, Merriam-Webster dictionary defines “partner” as (a) “one 16 associated with another especially in action: associate, colleague” or (b) “a member of a 17 partnership,3 especially in business.” Merriam Webster, Merriam-Webster.com, 18 https://www.merriam-webster.com/dictionary/partner (last visited July 10, 2023). Black’s 19 Law Dictionary defines “partner” as “[a] member of a copartnership or firm; one who has 20 united with others to form a partnership in business.” Black’s Law Dictionary, 2nd Ed., [22] 23 3 A partnership is defined as “a legal relation existing between two or more persons contractually associated as joint principals in a business” or “the persons joined together in [24] a partnership.” Merriam Webster, Merriam-Webster.com, https://www.merriam25 webster.com/dictionary/partnership (last visited July 10, 2023). Black’s Law Dictionary defines partnership as “[a] voluntary contract between two or more competent persons to [26] place their money, effects, labor, and skill, or some or all of them, in lawful commerce or 27 business, with the understanding that there shall be a proportional sharing of the profits and losses between them.” Black’s Law Dictionary, 2nd Ed., Thelawdictionary.com, [28] 1 Thelawdictionary.com, https://thelawdictionary.org/partner/ (last visited July 10, 2023). 2 The Court finds that the term “partners” in the Arbitration Agreement is 3 unambiguous and that neither the Defendants nor Innovacon are “partners” of StaffWorks 4 as that term is plainly understood. Neither Defendants nor Innocavon are colleagues or 5 associates of StaffWorks nor members of a partnership business with StaffWorks. Indeed, 6 Defendants have put forward no reliable evidence that they have or Innovacon had any 7 agency, partner, or other contractual relationship with StaffWorks. Rather, Defendants 8 alleged that Defendant Alere, Inc. “contracted with a third-party ‘master service provider’ 9 called Allegis Group, which is a company that is in charge of managing ‘temporary staffing 10 agencies,’ like StaffWorks.” (Hoover Decl. ¶ 7.) No evidence is presented that 11 Defendants’ contract with Allegis Group creates any type of a partnership contract or 12 relationship between StaffWorks and Defendants. 13 As Defendants appear to acknowledge, they and Innovacon are or were StaffWorks’ 14 clients and/or customers. (See Doc. 54 at 1, 2, 12; Milana-Slater Decl. ¶¶ 2, 3, 6–7.) In 15 Garcia v. NRI USA, LLC, the district court was confronted with a similar arbitration 16 agreement between an employee and a staffing agency and had to decide whether the 17 staffing agency’s customer was an “owner[], director[], officer[], manager[], employee[], 18 agent[]” or a “part[y] affiliated with [the staffing agency’s] employee benefits and health 19 plans” under the agreement who could enforce it as a third-party beneficiary. See No. 20 217CV08355ODWGJS, 2018 WL 3702293 , at *4 (C.D. Cal. Aug. 1, 2018). The district 21 court held that the customer was not a third-party beneficiary because the arbitration 22 agreement was silent as to whether it extends to the staffing agency’s customers. Id.4 The 23 Arbitration Agreement at issue here is also silent with respect to any rights or benefits of 24 clients or customers of StaffWorks. (See Arbitration Agreement at 1.) [26] 27 4 The district court also held that the customer was not an “agent” of the staffing agency as there was no evidence in the record of a preexisting confidential relationship between them [28] 1 An important distinction between this case and Garcia is that the term “partners” 2 was not contained in the arbitration agreement there. See 2018 WL 3702293 , at *4. Yet 3 that is of no moment where the plain meaning of the term “partners” does not include 4 customers or clients. While this Court finds the term “partners” unambiguous, it also notes 5 that any purported ambiguity in the term “partners” would lead to the same result. In 6 Shoals v. Owens & Minor Distribution, Inc., the district court confronted the question of 7 whether a staffing agency’s customer could enforce the arbitration agreement between the 8 staffing agency and employee against the employee as the staffing agency’s “officers, 9 directors, employees, agents or any of the Company’s affiliated or related entities” under 10 the agreement. See No. 2:18-CV-2355 WBS EFB, 2018 WL 5761764 , at *10 (E.D. Cal. 11 Oct. 31, 2018). Though the customer argued that it was an “affiliated or related entit[y]”, 12 the district court applied the canon of noscitur a sociis “which counsels that a word is given 13 more precise content by the neighboring words with which it is associated.” Id. (quoting 14 United States v. Williams, 553 U.S. 285, 294 (2008); see also Seid Pak Sing v. Barker, 197 15 Cal. 321, 341 (Cal. 1925) (“[T]he ancient maxim of noscitur a sociis has still some degree 16 of application to the use of the context in determining the scope and meaning of the words, 17 sentences, and clauses of contracts[.]”); Hipwell v. Pioneer Inv. & Tr. Co., 150 Cal. 723 , 18 728–29 (Cal. 1907) (applying noscitur a sociis to interpretation of a private contract 19 between the parties); c.f. Blue Shield of Cal. Life & Health Ins. Co. v. Superior Ct., 192 20 Cal. App. 4th 727 , 740 (Cal. Ct. App. 2011) (declining to apply doctrine of noscitur a sociis 21 in interpreting insurance agreement’s broad language concerning “any other matter arising 22 out of this Plan” in light of a preceding, limited class of damages clause pertaining to 23 benefits or coverage). The district court reasoned that the terms preceding “affiliated or 24 related entities” covered those who acted on the staffing agency’s behalf, not customers or 25 those who do not act at the behest of the staffing agency. See Shoals, 2018 WL 5761764 , [28] 1 at *10. 2 Here, the Arbitration Agreement’s terms apply to “StaffWorks (or its owners, 3 partners, directors, officers, employees and parties affiliated with its employee benefit and 4 health plans).” (See Arbitration Agreement at 1.) Every term preceding or following 5 “partners” covers those who act on StaffWorks’ behalf or assist with its employee benefit 6 and health plans, not its clients or customers, including Defendants and Innovacon. 7 While the Court does not invoke the contra preferentem rule to construe ambiguous 8 language against the drafting party, it notes that defendants’ reliance on Lamps Plus, Inc. 9 v. Valera, 139 S.Ct. 1407 (2019) for the proposition that the contra preferentem rule is 10 preempted by the FAA in the arbitration context is misplaced. (See Doc. 61 at 6–7.) In 11 Valera, the question was whether ambiguity concerning class arbitration in the arbitration 12 agreement between the signatory parties to the agreement was sufficient to undermine the 13 central benefits of arbitration itself. See 139 S. Ct. at 1416–17. Within that context, the 14 Supreme Court held that the contra preferentem rule “cannot be applied to impose class 15 arbitration in the absence of the parties’ consent.” Id. at 1418 (emphasis added). Valera 16 concerned interpretation of the arbitration agreement between the signatory parties to the 17 contract, specifically a provision concerning class arbitration. See id. at 1416–18. It did 18 not concern the state contract law question at issue here of whether a non-signatory is a 19 third-party beneficiary able to enforce an otherwise valid arbitration agreement. 20 In addition to the express provisions of the Arbitration Agreement, the Court must 21 also look to the relevant circumstances under which the contract was agreed to in order to 22 determine “(1) whether the third party would in fact benefit from the contract”, “whether a 23 motivating purpose of the contracting parties was to provide a benefit to the third party, [25] 5 While Defendants correctly point out that the arbitration agreement in Shoals reserved the [26] right to arbitrate exclusively to parties to the agreement, see id., (Doc. 61 at 7, Doc. 61-2, 27 Morphy Decl. ¶ 2), the Court does not find the absence of such a limitation in the Arbitration Agreement at issue here instructive on the question of whether a staffing [28] 1 and (3) whether permitting a third party to bring its own breach of contract action against 2 a contracting party is consistent with the objectives of the contract and the reasonable 3 expectations of the contracting parties.” Goonewardene, 6 Cal. 5th at 829–30. 4 For the reasons discussed above, there is nothing in the Arbitration Agreement nor 5 the circumstances under which Plaintiff entered into the agreement with StaffWorks that 6 leads this Court to conclude that Defendants would benefit from the agreement, that such 7 a benefit was a motivating purpose of Plaintiff and StaffWorks’ entering into the 8 agreement, and that permitting Defendants to enforce the Arbitration Agreement is 9 consistent with the objectives of the contract and the reasonable expectations of Plaintiff 10 and StaffWorks. See id. at 835–37 (finding that, even assuming an employer’s hiring an 11 independent payroll company could generally benefit employees, the motivating purpose 12 is to benefit the employer, not the employees, and objectives of the contract and reasonable 13 expectations of the parties did not necessitate employees bringing contract claims against 14 the payroll company where those claims could be pursued by the employer). The 15 motivating purpose of the Arbitration Agreement was to protect “StaffWorks (or its 16 owners, partners, directors, officers, employees and parties affiliated with its employee 17 benefit and health plans)” from any dispute or controversy “arising from, related to, or 18 having relationship or connection whatsoever with [Plaintiff’s] seeking employment with, 19 employment by, or other association with StaffWorks,” not StaffWorks’ clients or 20 customers. (See Arbitration Agreement at 1.) Nor would the objectives of the contract or 21 reasonable expectations of the contracting parties be served if Defendants could enforce 22 the agreement as nothing in the agreement evinces an intention to protect parties other than 23 StaffWorks and those who work at the behest of StaffWorks. See Shoals, 2018 WL 24 5761764, at *10. In light of the plain meaning of “partners” and the lack of any ambiguity 25 in the Arbitration Agreement with regard to who it pertains to, the Court is also not 26 persuaded by the Parties’ declarations, which aim, in hindsight, to import intentions to 27 Plaintiff and StaffWorks in executing the Arbitration Agreement that are not supported by 28 its text or the circumstances under which it was entered into. (See Hoover Decl. ¶¶ 8–9; 1 Milana-Slater Decl. ¶ 7; Plaintiff Castillo Decl. ¶ 9). Thus, the Court concludes that 2 Defendants are not third-party beneficiaries of the Arbitration Agreement. 3 Moreover, even if Innovacon could be considered a “partner” of StaffWorks (it 4 cannot), nothing in the Arbitration Agreement assigns the right of “partners” to enforce the 5 agreement or gives such a right to successors in interest. (See Arbitration Agreement at 1.) 6 The Arbitration Agreement is silent with respect to assignment and successors in interest 7 of both StaffWorks itself and StaffWorks’ “partners.” (See id.) See also Ngo v. BMW of 8 N. Am., LLC, 23 F.4th 942 , 946–948 (9th Cir. 2022) (finding non-signatory could not 9 compel arbitration where the parties who could compel arbitration under the agreement 10 only included the signatories and the signatory dealership’s assignees, not assignees or 11 affiliates of the signatory dealership’s assignee, including the non-signatory defendant); 12 Safley v. BMW of N. Am., LLC, No. 20-CV-00366-BAS-MDD, 2021 WL 409722 at *5–6 13 (S.D. Cal. Feb. 5, 2021) (holding non-signatory could not enforce arbitration provision in 14 sales contract where language covering the signatory dealership’s assignees and successors 15 did not include affiliates of the dealership’s assignees, including the non-signatory 16 defendant). Both Ngo and Safley declined to allow a non-signatory to enforce an arbitration 17 agreement that covered a signatory dealership’s assignees, but not the assignees or affiliates 18 of a signatory dealership’s assignees. See 23 F.4th at 946–48; 2021 WL 409722 , at *5–6. 19 Here, there are simply no rights conferred to any non-signatory assignees, successors-in20 interest, or affiliates thereof. (See Arbitration Agreement at 1.) Nor have Defendants 21 presented any evidence that any of Innovacon’s purported rights were assigned to them as 22 part of “a series of acquisitions, conversions and/or name changes.” (Oliver Decl. ¶ 4.)6 [25] 6 The record is unclear as to whether Plaintiff was assigned to work at Innovacon or [26] Defendant Alere North America, Inc. (See Milana-Slater Decl. ¶ 3; 54-5, Hoover Decl. ¶ 27 6; Plaintiff Castillo Decl. ¶ 3.) The record is also unclear as to when Innovacon was acquired by any Defendant. (See Docs. 54 at 1 n.1; 54-5, Oliver Decl. ¶ 3.) In any event, [28] 1 See Britton v. Co-op Banking Grp., 4 F.3d 742 , 745–46 (9th Cir. 1993) (finding defendant 2 was not a third-party beneficiary or successor in interest where defendant failed to carry its 3 burden to “prove the validity of his ownership claims” by bringing forth “evidence that the 4 assignor meant to assign rights and obligations under the contracts.”); c.f. Marenco v. 5 DirecTV LLC, 233 Cal. App. 4th 1409, 1414 , 1418–20 (Cal. Ct. App. 2015) (granting non6 signatory’s motion to compel arbitration where the “evidence is undisputed that 7 [defendant] acquired all of [signatory’s] assets, employees, rights, and liabilities. There is 8 no indication that the original terms of [plaintiff’s] employment were modified, 9 superseded, revoked, canceled, or nullified in any manner.”). Thus, even if non-party 10 Innovacon were a “partner” of StaffWorks and Defendants were assigned Innovacon’s 11 rights or were Innovacon’s successors-in-interest, nothing in the Arbitration Agreement 12 evinces an intention to cover assignees or successors-in-interest. 13 C. Equitable Estoppel 14 “Where a nonsignatory seeks to enforce an arbitration clause, the doctrine of 15 equitable estoppel applies in two circumstances: (1) when a signatory must rely on the 16 terms of the written agreement in asserting its claims against the nonsignatory or the claims 17 are intimately founded in and intertwined with the underlying contract and (2) when the 18 signatory alleges substantially interdependent and concerted misconduct by the 19 nonsignatory and another signatory and the allegations of interdependent misconduct [are] 20 founded in or intimately connected with the obligations of the underlying agreement.” 21 Kramer, 705 F.3d at 1128–29 (internal quotation marks and citations omitted). Because 22 Plaintiff does not address the second prong nor do Plaintiff’s claims rely on the terms of 23 the Arbitration Agreement in asserting claims against Defendants, the Court considers 24 whether Plaintiff’s claims are intimately founded in and intertwined with the underlying 25 contract. In doing so, the Court finds it important to separately analyze the distinct [27] finds Defendant Alere North America, Inc. would not be a third-party beneficiary of the [28] 1 employment relationships that existed between Plaintiff, Defendants, StaffWorks, and 2 Innovacon from June 7, 2007 through October 2020. (See FAC ¶ 27.) 3 From June 7, 2007 through about July 24, 2008, Plaintiff was hired by StaffWorks 4 and worked as a temporary employee and contingent worker on assignment at Innovacon 5 or Defendant Alere North America, Inc. (See Oliver Decl. ¶ 3; Hoover Dec. ¶ 3; Plaintiff 6 Castillo Decl. ¶ 3.)7 From July 25, 2008 through October 2020, Plaintiff was hired by 7 either Innovacon and/or the entity that acquired Innovacon and later became Defendant 8 Abbott Rapid Dx North America, LLC as a full-time, permanent employee. (See Oliver 9 Decl. ¶ 4; Plaintiff Castillo Decl. ¶ 7). Before becoming a full-time, permanent employee, 10 Plaintiff completed his contingent work assignment with StaffWorks and ended his 11 temporary employment with StaffWorks in July 2008. (See id.) The Court considers 12 whether Plaintiff’s claims are intimately founded in and intertwined with his employment 13 relationship with StaffWorks during the periods of (i) Plaintiff’s temporary employment 14 with StaffWorks, and (ii) Plaintiff’s full-time, permanent employment with either 15 Innovacon and/or the entity that acquired Innovacon and later became Defendant Abbott 16 Rapid Dx North America, LLC. 17 i. Temporary Employment with StaffWorks 18 With regard to Plaintiff’s period of temporary employment with StaffWorks from 19 June 7, 2007 through about July 24, 2008, the Court finds Franklin v. Community Regional 20 Medical Center instructive. See 998 F.3d 867 (9th Cir. 2021). In Franklin, the plaintiff— 21 who asserted Fair Labor Standards Act, California Labor Code, and California Business 22 and Professional Code claims—signed an arbitration agreement and assignment contract [24] 25 7 While Plaintiff asserts that he resigned from StaffWorks in October 2007 before being rehired by StaffWorks and re-assigned to Innovacon again in February 2008 without signing [26] a new arbitration agreement, (see Plaintiff Castillo Decl. ¶¶ 4–6), the Court fails to see how 27 the Arbitration Agreement would not cover claims against StaffWorks and those operating at its behest covered under the agreement during the period that Plaintiff had an [28] 1 with a staffing agency and was assigned to work at a defendant hospital. Id. at 869 . The 2 assignment contract with the staffing agency set forth plaintiff’s hourly wages, length of 3 shifts, overtime rate and approval by the staffing agency, and the staffing agency’s 4 reimbursement policies. Id. The defendant hospital was not a signatory to the arbitration 5 agreement nor the assignment contract. Id. The defendant hospital also did not have a 6 contract with the staffing agency but rather a contract with a managed service provider that 7 contracts with the staffing agency to provide contingent staff to the defendant hospital. Id. 8 Under that contract, the managed service provider billed the hospital and remitted payment 9 to the staffing agency for time worked by contingent employees, who were paid by the 10 staffing agency. Id. The staffing agency also reviewed the defendant hospital’s 11 timekeeping system that contingent workers were required to use for any discrepancies, 12 agreed to pay contingent workers for missed meal periods, and agreed to try to collect 13 waivers of second meal periods for its employees. Id. 14 In the absence of a California Supreme Court decision on point, the Ninth Circuit 15 held that it was bound to follow Garcia v. Pexco, LLC, 11 Cal. App. 5th 782 , (Cal. Ct. 16 App. 2017 ). See id. at 871–74. The Ninth Court found the facts in Garcia similar in that 17 both cases involved employees who signed arbitration agreements with staffing agencies, 18 were assigned to work at the staffing agencies’ non-signatory clients, and asserted statutory 19 wage and hour claims. See id. at 874–75. While the plaintiff in Franklin did not bring 20 claims against the staffing agency, the Ninth Circuit reasoned that, unlike the plaintiff in 21 Garcia who alleged the staffing agency and non-signatory client were jointly responsible 22 for statutory violations, it did not matter that the plaintiff only alleged statutory claims 23 against the non-signatory defendant hospital and not the staffing agency. See id. at 875 . 24 Rather, the Ninth Circuit looked to the substance of plaintiff’s claims against the non25 signatory defendant hospital and whether they were so intertwined with her employment 26 contract with the staffing agency such that it would be unfair for plaintiff to avoid 27 arbitration. Id. 28 The Ninth Circuit found that plaintiff’s employment with the staffing agency was 1 central to her claims against the non-signatory defendant hospital because it was rooted in 2 her employment relationship with the staffing agency. Id. Specifically, the Ninth Circuit 3 reasoned that the staffing agency was responsible for seeking meal period waivers, 4 compensation for missed meal breaks, compensation for other “off-the-clock” work, and 5 reviewing timekeeping records for discrepancies with the defendant hospital. Id. The 6 staffing agency was also responsible for paying plaintiff her wages and any overtime due. [7] Id. at 876 . The Ninth Circuit noted that plaintiff could “hypothetically sustain her claims 8 even if there were no Assignment Contract, but in that case a factfinder would still need 9 information about how and whether Franklin was paid by [the staffing agency].” Id. The 10 Ninth Circuit also noted that it had previously “distinguished between an employment 11 relationship and an employment agreement in declining to compel arbitration.” Id. at 875 12 n.10 (citing Yang v. Majestic Blue Fisheries, LLC, 876 F.3d 996 , 1002–03 (9th Cir. 2017), 13 abrogated on other grounds by GE Energy Power Conversion France SAS, Corp. v. 14 Outokumpu Stainless USA, LLC, 140 S. Ct. 1637 (2020) (denying non-signatory’s motion 15 to compel arbitration and declining to apply equitable estoppel where the plaintiff’s 16 complaint alleged an employment relationship between plaintiff and the non-signatory and 17 asserted claims based on the non-signatory’s acts and omissions, but did not rely on any 18 obligations created in an employment agreement between the signatories). 19 Here, the Parties have not alleged any facts that would lead this Court to believe or 20 even suspect that Plaintiff’s claims against Defendants arise out of any employment 21 agreement or other obligations on behalf of StaffWorks during Plaintiff’s temporary 22 employment relationship with StaffWorks and contract assignment at Innovacon and/or the 23 entity that acquired Innovacon and later became Defendant Abbott Rapid Dx North 24 America, LLC. See Franklin, 998 F.3d at 875–76. There is no evidence in the record of 25 an employment agreement between Plaintiff and StaffWorks. Indeed, the record simply 26 reflects that, during Plaintiff’s assignment at Innovacon, Plaintiff was at least an employee 27 of StaffWorks. (See Milana-Slater Decl. ¶ 6 (“StaffWorks was Castillo’s employer and 28 initially assigned Castillo to work as a contingent worker for Innovacon.”); Plaintiff 1 Castillo Decl. ¶ 3 (“During my employment at StaffWorks, I was assigned to work at 2 Innovacon[.]”).) 3 Plaintiff alleges that during the relevant timeframe, including Plaintiff’s temporary 4 employment with StaffWorks, “Defendants compensated Plaintiff and the Non-Exempt 5 Employees based upon an hourly wage” and that members of the putative class, including 6 Plaintiff, “worked as non-exempt employees for Defendants.” (FAC ¶ 25, 29.) Plaintiff 7 alleges that “Defendants’ rounding practices caused failure to properly pay Plaintiff and 8 Class Members for all hours worked.” (Id. ¶ 35.) Plaintiff alleges “Defendants failed to 9 properly calculate Plaintiff’s and the Class Members’ regular rate of pay because 10 Defendants failed to include all forms of compensation in the regular rate including 11 bonuses, incentives, commissions, and other compensation.” (Id. ¶ 36.) Plaintiff alleges 12 that “as a consequence of Defendants’ staffing and scheduling practices, lack of coverage, 13 work demands, and Defendants’ policies and practices, Defendants frequently failed to 14 provide Plaintiff and the Class Members timely, legally compliant uninterrupted thirty (30) 15 minute meal periods on shifts over five (5) hours and second (2nd) meal periods on shifts 16 over ten (10) hours as required by law.” (Id. ¶ 38.) Plaintiff alleges “Defendants failed to 17 compensate Plaintiff” for “one (1) additional hour of pay at their regular rate as required 18 by California law when meal periods were not timely or lawfully provided in a compliant 19 manner.” (Id. ¶ 42.) Plaintiff alleges “Defendants also failed to provide accurate, lawful 20 itemized wage statements to Plaintiff and the Class Members in part because of the above 21 specified violations” and “Defendants omitted an accurate itemization of total hours 22 worked, all applicable rates of pay, gross pay and net pay figures from Plaintiff and the 23 Class Members’ wage statements.” (Id. ¶ 44.) Lastly, Plaintiff alleges “Defendants have 24 also made it difficult to determine applicable rates of pay and account with precision for 25 the unlawfully withheld wages and deductions due […] because they did not implement 26 and preserve a lawful record-keeping method to record all hours worked, meal periods, and 27 non-provided rest and meal periods owed to employees as required.” (Id. ¶ 45.) 28 The record reveals no facts concerning whether it was StaffWorks, Innovacon or 1 Defendants who set Plaintiff’s wage rate, length of shifts, overtime rates, meal periods, rest 2 periods, itemize wage statements, and reimbursable expenses. See Franklin, 998 F.3d at 3 869. Yet the record contains factual allegations that Defendants compensated Plaintiff as 4 a non-exempt employee and made acts and omissions, pursuant to Defendants’ practices 5 and policies, which underlie Plaintiff’s claims. (See FAC ¶¶ 35–45.) See id. at 876 ; Yang, 6 876 F.3d at 1002–03. Under these circumstances, the Court finds that Plaintiff’s claims 7 are not intimately founded in and intertwined with his temporary employment with 8 StaffWorks. 9 Garcia is also distinguishable from the facts alleged here. See 11 Cal. App. 5th 782 . 10 While Garcia involved an arbitration agreement between a temporary staffing agency and 11 an employee who was assigned to work at a non-signatory client, the question was whether 12 equitable estoppel applied to plaintiff’s statutory claims against the non-signatory client. 13 See id. at 785–86. Specifically, at issue was whether plaintiff’s statutory claims under the 14 Labor Code against the non-signatory client were intimately founded in and intertwined 15 with the underlying arbitration agreement with the signatory temporary staffing agency. 16 See id. at 786 . The arbitration agreement defined the disputes it covered as “including, but 17 not limited to, those regarding wages, vacation pay, sick time pay, overtime pay, state and 18 federal employment laws and regulations, including but not limited to the Fair Labor 19 Standards Act ( 29 U.S.C. § 201 et seq.), including the Equal Pay Act ( 29 U.S.C. § 206 et 20 seq.).” Id. at 785–86. The Court of Appeal held that plaintiff’s claims against the non21 signatory client were rooted in his employment relationship with the signatory temporary 22 staffing agency. See id. at 787 . The Court of Appeal reasoned that, similarly to the plaintiff 23 in Boucher v. Alliance Title Co., Inc., 127 Cal. App. 4th 262 , 272–73 (2005), plaintiff’s 24 claims presumed the existence of an employment agreement with the signatory defendant. 25 See id. at 787; see also Boucher, 127 Cal. App. 4th at 272 (reversing and applying equitable 26 estoppel to plaintiff’s claims against non-signatory to arbitration agreement where 27 plaintiff’s claims “rel[ied] on, ma[d]e reference to, and presume[d] the existence of” an 28 employment agreement with the defendant signatory, claims were brought against both the 1 signatory and non-signatory, and plaintiff alleged the non-signatory intentionally or 2 negligently disrupted plaintiff’s performance of its employment agreement with the 3 signatory). The Court of Appeal also reasoned that it would be inequitable to allow 4 plaintiff’s statutory wage and hour claims, which plaintiff conceded the signatory 5 temporary staffing agency could compel arbitration of under the arbitration agreement, to 6 proceed against the signatory temporary staffing agency but not against the non-signatory 7 client. See Garcia, 11 Cal. App. 5th at 786–87. That is so where plaintiff’s complaint did 8 not distinguish between the signatory and non-signatory in any way. Id. at 787–88. 9 Plaintiff’s claims against the signatory temporary staffing agency and non-signatory client 10 as his joint employers were also based on the same alleged facts. Id. at 788. Moreover, 11 the Court of Appeal held that the agency exception applied not only because plaintiff’s 12 complaint alleged the signatory temporary staffing agency and non-signatory client were 13 acting as agents of one another, but also because plaintiff’s failure to distinguish between 14 the defendants and alleged identical claims and conduct against them showed they were 15 agents of each other in their dealings with plaintiff. Id. 16 Here, Garcia is inapplicable where Plaintiff’s statutory claims against Defendants 17 are not founded in and intertwined with any employment agreement with StaffWorks or 18 rooted in his temporary employment relationship with StaffWorks. Beyond Plaintiff not 19 asserting claims against StaffWorks, his claims do not rely on or presume the existence of 20 an employment agreement with StaffWorks. C.f. Boucher, 127 Cal. App. 4th at 272 . As 21 discussed above, Plaintiff’s claims are based on allegations pertaining to Defendants’ 22 compensation of Plaintiff as a non-exempt employee and Defendants’ related practices and 23 policies that impacted that compensation. (See FAC ¶¶ 35–45.) No facts are alleged that 24 StaffWorks had any role in determining or impacting Plaintiff’s compensation. Nor do 25 Defendants assert that StaffWorks and Defendants are agents of each other. In fact, the 26 record contains no evidence that either StaffWorks or Defendants are agents of the other, 27 acted on each other’s behalf, or maintained any preexisting confidential relationship. See 28 Garcia, 2018 WL 3702293 , at *4. Thus, the Court declines to equitably estop Plaintiff 1 from refusing to arbitrate his claims against Defendants for the period of his temporary 2 employment with StaffWorks. 3 ii. Permanent Employment with Innovacon and Defendants 4 Plaintiff became a full-time, permanent employee with Innovacon and/or the entity 5 that acquired Innovacon and later became Defendant Abbott Rapid Dx North America, 6 LLC on July 25, 2008 and continued in that role through October 2020. (See Oliver Decl. 7 ¶ 4; Plaintiff Castillo Decl. ¶ 7.) Prior to Plaintiff entering this full-time, permanent 8 employment relationship, Plaintiff completed his contingent work assignment with 9 StaffWorks at Innovacon and ended his temporary employment with StaffWorks in July 10 2008. (See id.) 11 Defendants contend that the language in the Arbitration Agreement “having 12 relationship or connection whatsoever with” and “other association with StaffWorks” can 13 be broadly construed to extend beyond the period where Plaintiff was a temporary 14 employee at StaffWorks. (See Doc. 54 at 12–15; Arbitration Agreement at 1.) Defendants 15 are incorrect. 16 Plaintiff’s claims pertaining to his full-time, permanent employment with Innovacon 17 and/or the entity that acquired Innovacon and later became Defendant Abbott Rapid Dx 18 North America, LLC arose after he ended his association with StaffWorks. It is only once 19 Plaintiff’s temporary employment and association with StaffWorks ended that he entered 20 into an independent, full-time, permanent employment relationship with Innovacon and/or 21 the entity that acquired Innovacon and later became Defendant Abbott Rapid Dx North 22 America, LLC. That independent employment relationship lasted over 12 years. Plaintiff’s 23 claims are not rooted in his temporary employment with StaffWorks nor do they pertain to 24 any termination from StaffWorks. See Garcia v. Expert Staffing W., 73 Cal. App. 5th 408 , 25 414 (Cal. Ct. App. 2021) (denying motion to compel arbitration where plaintiff’s claims 26 arose when she was employed at a different company prior to her job application with a 27 staffing agency, which had a business relationship with her prior company, and “[n]o 28 evidence support[ed] a finding that the parties intended to benefit [plaintiff’s] former 1 employers, or that those former employers [were] prejudiced by not being able to enforce 2 an arbitration agreement they never bargained for or executed.”); Howard v. Goldbloom, [3] 30 Cal. App. 5th 659 , 667–70 (Cal. Ct. App. 2018) (affirming order denying motion to 4 compel arbitration and finding former employee’s breach of fiduciary duty and unjust 5 enrichment claims were not rooted in prior employment relationship despite employee 6 receiving majority of shares as compensation during employment); c.f. Buckhorn v. St. 7 Jude Heritage Med. Grp., 121 Cal. App. 4th 1401 , 1408–09 (Cal. Ct. App. 2004) 8 (compelling arbitration where plaintiff’s claims based on defendant’s alleged post9 employment intentional and negligent interference with prospective economic advantage 10 pertaining to an expectation of future income from patients derived from his prior 11 employment with defendant were rooted in the contractual relationship between the 12 parties); see also Nicholas v. Grapetree Shores Inc., 392 F. App’x 7, 9 (3d Cir. 2010) 13 (affirming and adopting district court’s reasoning in concluding “[t]he claims do not 14 involve ‘Employee’s dealings with Employer,’ because his dealings with [defendant] with 15 respect to his post-employment organizing efforts are not the dealings of an ‘Employee’ 16 with his ‘Employer.’ Rather, they are the dealings of a union organizer with a company 17 and its management.”); c.f. Lambert v. Austin Ind., 544 F.3d 1192, 1199 (11th Cir. 2008) 18 (rejecting plaintiff’s claim that termination disputes do not arise from or are related to 19 employment with defendant because “[i]t is axiomatic that a termination from a job ‘arises 20 from or relates’ to employment at a company.”). Rather, Plaintiff’s claims are rooted in 21 his subsequent employment with Innovacon and/or the entity that acquired Innovacon and 22 later became Defendant Abbott Rapid Dx North America, LLC. 23 For these reasons, and the reasons discussed in the preceding section, the Court 24 declines to equitably estop Plaintiff from refusing to arbitrate his claims against Defendants 25 for the period of his full-time, permanent employment with Defendants. 26 In light of the Court’s finding Plaintiff’s claims against the Defendants are not 27 subject to the Arbitration Agreement, the Court need not reach the Parties’ remaining 28 arguments. 1 IV. CONCLUSION 2 For the reasons discussed above, Defendants’ motion to compel arbitration is 3 DENIED. 4 IT IS SO ORDERED. 5 DATE: July 19, 2023 6 _____________________________________ HON. RUTH BERMUDEZ MONTENEGRO [7] UNITED STATES DISTRICT JUDGE