Filed 9/24/21 Future Energy Overseas Group v. Entravision Communications Corp. CA2/4

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for 

publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for 

publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF 

CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION FOUR

FUTURE ENERGY OVERSEAS 

GROUP, INC., 

Plaintiff and Respondent,

v.

ENTRAVISION 

COMMUNICATIONS CORP. et 

al., 

Defendants and Appellants.

 B308533

 (Los Angeles County

 Super. Ct. No. 

 20STCV04768)

 

APPEAL from an order of the Superior Court of Los 

Angeles County, Maureen Duffy-Lewis, Judge. Vacated and 

remanded with directions.
2

King & Spalding and Arwen R. Johnson; Boies Schiller 

Flexner, Eric Brenner and Julian Beach for Defendants and 

Appellants.

Eisner, Jeremiah Reynolds, Ashlee N. Lin, Benjamin 

G. Kassis and Rosie Cole for Plaintiff and Respondent.

_____________________________________________________

INTRODUCTION

Appellant Entravision Communications Corp. 

purchased a digital-media advertising business from 

respondent Future Energy Overseas Group, Inc. and others, 

with Future Energy serving as the sellers’ representative.

1 

As part of the transaction, the parties executed an 

“Earn-Out” agreement, under which Entravision was to pay 

the sellers additional sums if the business met certain 

performance thresholds during defined periods. Under the 

agreement, Entravision was to provide periodic Earn-Out 

statements setting forth its calculations of the business’s 

performance and the sellers’ entitlement to an earn-out 

payment, if any, for the relevant period. If the sellers 

disagreed, they were to submit their “Disputed Items” to 

Entravision. An alternative dispute resolution (ADR) 

1 Entravision made this acquisition through its subsidiary, 

appellant Headway Spain Digital Technology Services, S.L.U. 

For the sake of simplicity, we refer to both entities as 

Entravision. 
3

provision in the agreement instructed that unresolved 

Disputed Items be submitted to an accounting firm. 

Disputes subsequently arose between the parties 

regarding the sellers’ entitlement to Earn-Out payments. 

Future Energy submitted 17 Disputed Items challenging 

Entravision’s Earn-Out statement for one of the relevant 

periods, but the parties could not resolve their differences. 

Future Energy then filed this action in its capacity as the 

sellers’ representative, seeking maximum Earn-Out 

payments for all periods, alongside other relief. Among 

other things, it alleged that Entravision had breached an 

“oral and implied” agreement regarding the treatment of 

certain operating expenses for purposes of the Earn-Out 

payment calculations. 

Entravision then moved to compel ADR as to the 

Disputed Items under the Earn-Out agreement and to stay 

the litigation. After determining that the agreement’s ADR 

provision was not an arbitration clause in the traditional 

sense, and that the action involved many non-accounting 

issues that were not subject to the ADR provision, the trial

court denied Entravision’s motion to compel, providing that 

non-arbitrable claims would be litigated first, and remaining 

accounting issues could then be referred to the parties’ 

accounting firm. The court did not specify the issues it 

determined were subject to the ADR provision.

Entravision challenges the court’s ruling on appeal. It 

claims the court erroneously ruled the Earn-Out agreement’s 

ADR provision unenforceable. While Future Energy 
4

contends the court merely delayed the ADR process under 

Code of Civil Procedure section 1281.2 pending the litigation 

of non-arbitrable claims in court, Entravision asserts the 

court could not have exercised discretion under the statute 

without first distinguishing between arbitrable and nonarbitrable issues.2 Finally, Entravision claims that even if 

the court acted within its discretion in delaying the ADR 

process, it erred by failing to identify the issues subject to 

ADR and by failing to stay court proceedings as to those 

issues. 

We conclude the trial court properly recognized that 

the parties’ ADR provision was enforceable, but exercised its 

discretion under section 1281.2 to delay the ADR process 

pending adjudication of the non-arbitrable issues. However, 

we agree that the court was required to identify the issues 

subject to ADR, and to grant the motion to compel ADR and 

stay court proceedings as to those issues. We therefore 

reverse the court’s denial of Entravision’s motion to compel 

ADR and remand the matter to the trial court with 

instructions to perform these necessary tasks. 

2 Undesignated statutory references are to the Code of Civil 

Procedure.
5

BACKGROUND

A. The Parties’ Transaction and the Earn-Out 

Agreement

In 2017, Entravision acquired a group of affiliated

companies that provided digital-media advertising services

from several individuals and corporate affiliates. One of the 

sellers, Future Energy, was designated as the sellers’

representative, authorized to represent the sellers in 

matters relating to the transaction’s governing documents. 

As part of the transaction, the parties executed the Earn-Out 

agreement, under which Entravision was to pay the sellers 

additional sums for each year in 2017-2019 (referred to in 

the agreement as “Periods” 1-3) in which the acquired 

companies achieved specified financial targets. If the 

acquired companies reached certain performance thresholds 

for the entire three-year period, the agreement provided for 

an “Overachievement Bonus.” 

Under the Earn-Out agreement, Entravision was to 

provide a yearly statement setting forth its calculations of 

the business’s performance and the earn-out payment to 

which it believed the sellers were entitled. If Future Energy

disagreed with this statement, it was to submit a list of 

“‘Disputed Items’” to Entravision, specifying the basis for 

each item. If the parties could not come to an agreement, 

remaining Disputed Items would be submitted to ADR

before an accounting firm. Section 2(c) of the agreement

stated: “If the parties are unable to resolve any Disputed 

Items . . . , then such Disputed Items shall be submitted to 
6

[an] Accounting Firm . . . which shall be jointly engaged by 

[Entravision] and [Future Energy] and shall act as an expert 

in accounting and not an arbitrator to promptly review the 

Earn-Out Statement and resolve the Disputed Items. . . . In 

resolving any Disputed Item, the Accounting Firm . . . will 

base its determination solely on written materials submitted 

by [Entravision] and the [Future Energy] (and not on any 

independent review).” 

B. The Parties’ Disputes and Future Energy’s 

Complaint

A series of disputes later arose about the sellers’ 

entitlement to Earn-Out payments. After Period 1, the 

parties agreed that the sellers were entitled to the maximum

earn-out payment, and Entravision made a partial payment 

of that amount. However, in May 2019, Entravision claimed

it had discovered undisclosed accounting deficiencies that 

caused it to conclude that the sellers were not entitled to 

Earn-Out payments for Periods 1 and 2 (Period 3 was still in 

progress). Entravision provided an Earn-Out statement for 

Period 2, reflecting its determination that the acquired 

companies had not met the performance thresholds. Future 

Energy responded with 17 Disputed Items challenging 

Entravision’s Earn-Out statement for Period 2.3 Among 

other things, the Disputed Items contested Entravision’s 

3 Future Energy initially submitted 16 Disputed Items, to 

which Entravision subsequently added an additional item. 
7

adjustments relating to allegedly duplicated invoices and 

certain uncollected invoices (Item No. 1), overstatement of 

accounts receivable balances (Item No. 5), value-added tax 

obligations (Item No. 6), unrecorded sums owed to clients 

(Item No. 12), and foreign currency losses (Item No. 17).

In February 2020, after the parties failed to resolve 

their differences, Future Energy, in its capacity as the 

sellers’ representative, filed this action against Entravision 

and others.

4 The complaint asserted breach of contract and 

fraudulent misrepresentation, among other claims, and 

sought the remainder of the Earn-Out payment for Period 1, 

the maximum payments for Periods 2 and 3, and the 

maximum overachievement bonus, among other prayers for 

relief. Future Energy alleged, inter alia, that the acquired 

companies had met the performance thresholds for all three 

periods and the overachievement bonus. The complaint 

included many allegations that were not based on accounting 

principles. For example, Future Energy asserted that at a 

November 2018 meeting, the parties entered into an “oral 

and implied contract” regarding the treatment of certain 

operating expenses for purposes of the Period 2 Earn-Out 

4 The parties initially sought to resolve their dispute through

mediation and selected an accounting firm in case the mediation 

proved unsuccessful. In January 2020, before the mediation 

could take place, Entravision filed a complaint against the sellers 

in federal court, seeking, inter alia, rescission of the parties’ 

agreement as to the Period 1 Earn-Out payment. It later 

voluntarily dismissed its federal action. After the mediation 

failed, Future Energy brought this action. 
8

calculation, including that Entravision would exclude 

amounts owed in value-added taxes and expenses related to 

foreign currency losses. It claimed Entravision had breached 

this contract. Additionally, Future Energy asserted that if 

the sellers were not entitled to the Period 2 Earn-Out 

payment, Entravision had knowingly or recklessly 

misrepresented that they would be and used those 

misrepresentations in extracting certain concessions from 

the sellers. 

C. Entravision’s Motion to Compel ADR and the 

Trial Court’s Ruling

In response to Future Energy’s complaint, Entravision 

moved to compel ADR as to the Period 2 Disputed Items and 

to stay the litigation.5 Future Energy opposed this motion, 

contending, inter alia, that the Earn-Out agreement’s ADR 

provision covered only accounting issues and thus reached 

only three Disputed Items: No. 1, involving allegedly 

duplicated invoices and the accounting treatment of certain 

uncollected invoices; No. 5, concerning the treatment of 

5 Entravision’s motion addressed Period 3 and the 

overachievement bonus only to assert that they were not yet ripe 

for resolution, as Entravision had not yet issued its Earn-Out 

statement for Period 3. Entravision later issued the Period 3 

Earn-Out statement, determining that the sellers were not 

entitled to an Earn-Out payment, and Future Energy disputed 

Entravision’s calculations. However, Entravision did not file a 

new motion to compel ADR targeting Period 3 issues, and the 

Disputed Items for that period are not in the record on appeal.
9

overstated accounts receivable balances; and No. 12, 

concerning the treatment of unrecorded sums owed to 

clients. 

The remaining issues, it contended, were legal in 

nature, and thus not subject to the ADR process. Future 

Energy claimed than the court should allow the litigation to 

proceed as to non-arbitrable issues. In its reply, Entravision 

asserted that the ADR provision mandated that all 17 

Disputed Items be resolved by an accounting firm, 

regardless of their nature. Alternatively, Entravision 

claimed that the Disputed Items all presented issues within 

an accounting firm’s expertise. 

The trial court held a hearing on Entravision’s motion 

to compel ADR in September 2020. After hearing the 

parties’ arguments, the court stated it intended to deny the 

motion: “There’s no clear-cut arbitration clause in the 

agreement. At most, in this court’s view, there’s a clause 

that directs the parties to an expert accounting. But that’s 

not an arbitrator, so to speak, in the classic term. And I find 

that this case is more than just a simple appraisal. There 

could be many actionable claims for which damages could be 

more than an accounting. And I don’t know if that’s true or 

not at this time, but that’s the benefit of litigation. . . .

[W]hen those claims are litigated and dismissed or subjected 

to some form of adjudication . . . or denied at trial, then the 

court could send any remaining issues of appraisal to an 

expert accounting firm.” The court later issued a minute 

order denying Entravision’s motion to compel ADR, stating: 
10

“There is no arbitration clause in the Agreement. [¶] 

Further, there are many actionable claims for which the 

damages could be more than an accounting. Those claims to 

be litigated first; then the court can refer remaining issues of

appraisal to the expert accounting firm.”

6 The court did not 

address Entravision’s request to stay the litigation of issues 

subject to ADR. This appeal followed. 

DISCUSSION

On appeal, Entravision challenges the trial court’s 

order on its motion to compel ADR, arguing that the court 

erroneously ruled the Earn-Out agreement’s ADR provision

unenforceable. In response to Future Energy’s contention 

that the court merely delayed the ADR process pending the 

litigation of non-arbitrable claims in court, Entravision

contends that such a ruling would be similarly erroneous

because the court was first required to distinguish between 

arbitrable and non-arbitrable issues. Finally, Entravision

claims that even if the court acted within its discretion in 

delaying the ADR process, it erred by failing to identify the 

arbitrable issues and stay court proceedings as to those 

issues. 

6 Following the trial court’s ruling, Entravision filed a crosscomplaint seeking, inter alia, a declaration that the parties’ 

agreement as to the Period 1 Earn-Out payment was 

unenforceable and that the sellers’ entitlement to it should be 

determined in ADR. 
11

As discussed below, we conclude the court properly 

recognized that the parties’ ADR provision was enforceable, 

but validly exercised its discretion under section 1281.2 to 

delay the ADR process pending adjudication of the nonarbitrable issues. However, we agree with Entravision that 

the court was required to identify the issues subject to ADR 

and to grant a stay of litigation as to those issues. 

A. Governing Principles

Section 1281.2 requires a court to order arbitration of a 

particular controversy if it determines that an agreement to 

arbitrate it exists. (Ibid.) The statute embraces not only 

traditional arbitrations -- involving any issue arising out of a 

particular controversy -- but also alternative forms of 

dispute resolution, such as valuations, appraisals, and 

audits, in which an independent expert resolves specific 

accounting questions. (Coopers & Lybrand v. Superior Court

(1989) 212 Cal.App.3d 524, 534.) While a court is generally 

required to grant a motion to compel arbitration if it 

concludes that an enforceable agreement to arbitrate exists, 

section 1281.2 affords courts discretion to delay the 

arbitration if the adjudication of the non-arbitrable claims in 

court “may make the arbitration unnecessary.” (§ 1281.2.)

7 

When a trial court orders arbitration of an issue 

involved in an action or proceeding pending before the court, 

7 The parties mistakenly cite this provision as subdivision (d) 

of section 1281.2. 
12

it “shall, upon motion of a party . . . , stay the action or 

proceeding until the arbitration is had . . . .” (§ 1281.4, par. 

1.) If the issue subject to arbitration is severable, the court 

may limit the stay to that issue. (§ 1281.4, par. 3.) Thus, 

“[w]hen a party brings a motion to compel arbitration under 

circumstances in which there may be arbitrable and 

nonarbitrable issues, the trial court should ‘first determine[ ] 

the arbitrable and nonarbitrable claims alleged in the 

complaint, order[ ] all of the arbitrable claims to arbitration, 

and stay[ ] all such claims pending arbitration.’” 

(Association for Los Angeles Deputy Sheriffs v. County of Los 

Angeles (2015) 234 Cal.App.4th 459, 468, quoting RN 

Solution, Inc. v. Catholic Healthcare West (2008) 165 

Cal.App.4th 1511, 1521 (RN Solution).) 

“We review the scope of an arbitration provision de 

novo when, as here, that interpretation does not depend on 

conflicting extrinsic evidence.” (RN Solution, supra, 165 

Cal.App.4th at 1522.) In construing the agreement’s 

language, we must “give effect to every part [of it], if 

reasonably practicable, each clause helping to interpret the 

other.” (Civ. Code, § 1641.) 

B. The Trial Court Properly Recognized that the 

ADR Provision was Enforceable and Exercised its 

Discretion to Delay the ADR Process Under 

Section 1281.2

Entravision contends the trial court erroneously 

determined that the Earn-Out agreement’s ADR was 
13

unenforceable. Alternatively, Entravision suggests it was 

error to delay the ADR process pending the litigation of 

issues that fell outside its scope. We disagree. 

Initially, the trial court recognized that the 

agreement’s ADR provision was enforceable, providing in its 

order that following the litigation of non-accounting issues, 

remaining accounting issues would be referred to the parties’ 

accounting firm. Thus, the court merely delayed, rather 

than precluded, the ADR process.

Entravision highlights the court’s statement that the 

agreement contained “no arbitration clause.” When viewed 

in context, however, this statement referred only to the scope 

of the ADR provision: the court correctly determined that

unlike a traditional arbitration clause, the parties’ ADR 

provision encompassed only accounting issues, noting at the 

hearing on Entravision’s motion that the provision

“direct[ed] the parties to an expert accounting [firm],” rather 

than to an arbitration in “the classic” sense.8 

8 Relying on the ADR provision’s instruction that that 

unresolved Disputed Items “shall be submitted to the Accounting 

Firm,” Entravision contends this provision encompassed all 

unresolved Disputed Items, no matter whether they involved 

accounting or legal issues. But this contention ignores the 

provision’s further instructions that the accounting firm “shall 

act as an expert in accounting and not an arbitrator” and “will 

base its determination solely on written materials submitted by 

Buyer and the Seller Representative.” Read as a whole, the ADR 

provision was clear that the firm was to address only those issues 

that could be resolved through the application of accounting

principles. 
14

Moreover, we conclude the trial court’s decision to 

delay the ADR process was within its discretion under 

section 1281.2. Future Energy contends, and Entravision

does not dispute, that section 1281.2 authorizes courts to 

delay arbitration if non-arbitrable issues may narrow the 

issues subject to ADR. It is likewise undisputed that Future 

Energy’s complaint included issues not subject to ADR. At 

least one of those non-arbitrable issues had the potential to 

significantly narrow the issues subject to ADR: the 

complaint alleged that in late 2018, the parties entered into 

an “oral and implied contract” regarding the treatment of 

certain operating expenses for purposes of determining the 

sellers’ eligibility for the Period 2 Earn-Out payment. If 

enforceable, the contract would control the accounting firm’s 

treatment of the relevant expenses in the ADR process, 

rendering the firm’s resolution of those issues unnecessary. 

For example, the alleged 2018 contract would require 

Entravision to exclude foreign currency losses from its EarnOut calculation, thus resolving Disputed Item No. 17, 

without regard to otherwise applicable accounting principles. 

Entravision maintains the trial court could not have

exercised discretion under the statute, asserting that the 

court never distinguished between arbitrable and nonarbitrable issues and that this was a precondition for any 

exercise of the court’s discretion. We are unpersuaded. 

While the statement in the court’s minute order that there 

were many claims for which “the damages could be more 

than an accounting” was imprecise, we read it to mean that 
15

there were many issues that did not involve accounting 

questions and thus were not subject to the Earn-Out 

agreement’s ADR provision. At the hearing on Entravision’s 

motion, the court made clear its determination that 

litigation of non-arbitrable issues could moot issues subject 

to ADR: “when those claims [i.e., the non-arbitrable claims] 

are litigated and dismissed or subjected to some form of 

adjudication . . . or denied at trial, then the court could send 

any remaining issues of appraisal to an expert accounting 

firm.” (Italics added.) To the extent Entravision contends 

an on-the-record classification of each issue as either 

arbitrable or non-arbitrable was a prerequisite to the 

exercise of the court’s discretion, it cites no authority 

supporting this proposition, and we are aware of none.9 

Accordingly, we find no error in the court’s decision to delay 

the ADR process.

C. The Trial Court Failed to Follow the Statutory 

Procedures as to the Issues Subject to ADR

We agree with Entravision that the trial court was 

required to identify the issues subject to ADR and stay the 

litigation as to those issues. When faced with a motion to 

compel arbitration in an action involving both arbitrable and 

9 As discussed below, we conclude the court was required to 

specify the issues subject to the ADR in ruling on Entravision’s 

motion. That obligation, however, was not a prerequisite to the 

court’s exercise of discretion to delay the ADR process.
16

non-arbitrable issues, the court must determine the 

arbitrable and non-arbitrable issues raised by the complaint, 

order all arbitrable issues to arbitration, and stay those

issues pending arbitration. (RN Solution, supra, 165 

Cal.App.4th at 1521.) The court’s authority to delay 

arbitration, where applicable, does not absolve it of these 

responsibilities: litigation as to arbitrable issues must be 

stayed. (See § 1281.4, pars. 1 & 3; Heritage Provider 

Network, Inc. v. Superior Court (2008) 158 Cal.App.4th 1146, 

1153 [single arbitrable issue requires stay of litigation, at 

least as to that issue].) Without identifying and staying the 

litigation of arbitrable issues, court proceedings could 

encroach on the arbitration’s domain and render it 

ineffective. (Id. at 1152.) 

Citing Parker v. Twentieth Century-Fox Film Corp.

(1981) 118 Cal.App.3d 895 (Parker), Future Energy contends 

the trial court need not identify the issues subject to ADR at 

this time, but instead may do so at some point during the 

litigation.10 Parker does not support this position. 

10 Indeed, at oral argument, Future Energy suggested the

issues subject to ADR cannot be identified at this point, because 

the litigation of non-arbitrable issues could render the ADR 

process unnecessary as to otherwise arbitrable issues. This 

contention misses the mark. That a certain issue is arbitrable 

simply means that it is governed by the ADR provision, 

regardless of whether arbitration of the issue ultimately proves

unnecessary. Nothing prevented the trial court from identifying 

the issues subject to ADR at the time of its ruling.
17

In Parker, the parties executed a joint venture 

agreement containing an ADR provision, which required 

that controversies relating to receipts and proceeds from the 

joint venture be submitted to an accountant. (Parker, supra,

118 Cal.App.3d at 898-899.) After the plaintiffs filed a 

complaint asserting numerous causes of action, the trial 

court denied the defendant’s request to send the entire

action to arbitration. (Ibid.) According to the Court of 

Appeal’s “paraphrase and summar[y]” of the trial court’s 

findings (id. at 901), the lower court concluded that most of 

the complaint’s causes of action -- including claims 

concerning usury, fraud, rescission, and winding up of the

joint venture -- were not arbitrable (id. at 901-902). The 

trial court also concluded that some issues involved financial 

questions, but that “the causes of action [went] beyond mere 

financial questions” and the ADR provision was “far too 

narrow to encompass the issues.” (Id. at 902.) 

On appeal, the defendant in Parker contended that the 

principal issues in the action must be decided through an 

accounting, that the accountant should decide which issues 

were arbitrable, and thus that the entire action should be 

referred to the accountant. (Parker, supra, 118 Cal.App.3d 

at 902, 904.) The plaintiffs, on the other hand, argued that 

the lower court could disregard the parties’ ADR clause and 

appoint its own accountant, as necessary. (Parker, supra, at 

906, fn. 8.)

The Court of Appeal rejected both positions. It 

concluded that the trial court “was required” to determine 
18

whether there was an enforceable ADR provision, “and if so, 

its scope and application to issues raised by the complaint.” 

(Parker, supra, 118 Cal.App.3d at 901.) It further concluded

that the trial court correctly identified non-arbitrable issues

and noted the court’s authority to delay the ADR process if 

non-arbitrable issues could render it unnecessary. (Id. at

905.) However, the Parker court explained that to the extent 

an accounting was necessary, the trial court could not 

disregard the ADR provision, as the plaintiffs maintained it 

could. In that context, the Court of Appeal stated that “[t]he 

timing and the scope of the accounting will be subject to the 

court’s determination.” (Id. at 906.)

Future Energy points to Parker’s statement regarding 

the timing and scope of the accounting as establishing that a 

trial court need not distinguish between arbitrable and nonarbitrable issues at the outset of the litigation. Yet the 

Court of Appeal was clear that the lower court “was 

required,” in ruling on the defendant’s petition to compel 

arbitration, to determine the ADR clause’s application to the 

issues in the complaint. (Parker, supra, 118 Cal.App.3d at 

901.) In context, the Parker court’s subsequent reference to 

the trial court’s determination of the scope of the accounting 

referred to the necessity of the accounting, rather than to the 

identification of arbitrable issues. And unlike Entravision, 

the defendant in Parker made no complaint that the trial 

court had failed to identify sufficiently the arbitrable issues 

or to stay the litigation as to them. It was therefore 

unnecessary for the Court of Appeal to elaborate on the 
19

timing of the trial court’s obligation to specify which issues 

would be subject to ADR.

Here, the trial court did not follow the statutory 

procedures with respect to the issues subject to ADR. (See 

§ 1281.4, pars. 1 & 3.) We therefore remand the matter with 

instructions that it perform these necessary tasks. On 

remand, the court should identify those Disputed Items (or 

portions thereof) that raise accounting issues and are thus

subject to the ADR provision. The court should then stay the 

litigation as to those issues, while allowing the litigation of 

non-arbitrable issues to proceed in accordance with the 

court’s decision to delay the ADR process. For example, if 

Disputed Item No. 6, pertaining to value-added tax 

obligations, raises accounting issues subject to ADR, the 

court should identify it as such and stay it, to prevent the 

parties from attempting to litigate those accounting issues in 

court. The litigation could then proceed as to non-arbitrable, 

legal issues, including whether the alleged November 2018 

implied contract precluded Entravision’s inclusion of 

amounts owed in value-added taxes. As discussed above, the 

litigation of non-arbitrable issues may render certain 

arbitrable issues moot.

11

11 Any issues relating to Period 3 are not properly before us.
20

DISPOSITION

The trial court’s denial of Entravision’s motion to 

compel ADR of the 17 Disputed Items is vacated, and the 

matter is remanded to the trial court with instructions to 

enter an order (1) identifying the issues subject to ADR,

(2) granting Entravision’s motion to compel ADR as to those 

issues and staying court proceedings as to them, and 

(3) delaying the ADR process pending litigation of nonarbitrable issues. Each party shall bear its own costs on 

appeal. 

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

 MANELLA, P. J.

We concur:

COLLINS, J.

CURREY, J.