Filed 10/30/20 U.S. Security Associates, Inc. v. Andrews CA2/1

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION ONE

U.S. SECURITY ASSOCIATES, 

INC.,

Plaintiff, Cross-defendant

 and Respondent,

v.

RANDY ANDREWS,

Defendant, Cross-complainant

 and Appellant.

 B300675

 (Los Angeles County

 Super. Ct. No. 19STCV05084)

APPEAL from an order of the Superior Court of Los 

Angeles County, Barbara A. Meiers, Judge. Affirmed.

Santiago Law Group, Artemio Santiago; Benedon & Serlin, 

Douglas G. Benedon and Wendy S. Albers for Defendant, Crosscomplainant and Appellant.
2

Bryan Cave Leighton Paisner, Keith D. Klein, Glenn J. 

Plattner and Kristy A. Murphy for Plaintiff, Cross-defendant and 

Respondent.

______________________

Defendant and cross-complainant Randy Andrews appeals 

from the trial court’s order denying his motion to compel 

arbitration of the action filed against him by his former employer, 

U.S. Security Associates, Inc. (U.S. Security), and his crosscomplaint. We conclude the trial court properly denied Randy 

Andrews’ motion because a statutory exception to the 

enforcement of the arbitration provision applies. Specifically, 

U.S. Security is a party to a pending action with third parties not 

bound by the arbitration agreement that may result in conflicting 

rulings on a common issue of law or fact within the meaning of 

Code of Civil Procedure section 1281.2, subdivision (c).

1 

Accordingly, we affirm.

BACKGROUND

A. U.S. Security Sues Andrews Global Security, Inc., 

Don Anderson, and George Casillas

On October 26, 2018, U.S. Security filed a complaint 

against Andrews Global Security, Inc. (Andrews Global) and U.S. 

Security’s former employees Don Anderson and George Casillas

(the Andrews Global Litigation). U.S. Security alleged that 

Anderson and Casillas solicited its customers and employees and 

misappropriated its confidential information and trade secrets. 

1 All unspecified statutory references are to the Code of 

Civil Procedure.
3

U.S. Security further alleged Andrews Global participated in 

Anderson’s and Casillas’s unlawful conduct and interfered with 

Anderson’s and Casillas’s employment agreements.

According to U.S. Security’s complaint, prior to Anderson’s

position as president of special events at Andrews Global, 

Anderson had been employed with U.S. Security for over 15 years 

and served as its senior vice president of special events and 

training. Prior to Casillas’s positions as vice president of special 

events and director of recruiting for Andrews Global, he had 

served as an employee and director for U.S. Security for 

approximately one year.

U.S. Security sued for breach of Anderson’s written 

contract, breach of Casillas’s written contract, breach of fiduciary 

duty against Casillas, breach of duty of loyalty against Casillas, 

misappropriation of trade secrets against all defendants, 

intentional interference with prospective economic advantage

against all defendants, intentional interference with at-will 

employment relations against Casillas and Andrews Global, 

intentional interference with contractual relations against 

Andrews Global, conversion against Casillas and Andrews 

Global, and unlawful and unfair business practices under 

Business and Professions Code section 17200 et seq. against all 

defendants.

U.S. Security attached both Anderson’s and Casillas’s 

employment agreements to its complaint. Neither agreement 

includes an arbitration provision. In addition to damages, U.S. 

Security sought prohibitory and mandatory injunctions. U.S. 

Security’s complaint in the Andrews Global Litigation does not 

mention Randy Andrews.
4

B. U.S. Security Sues Randy Andrews

On February 15, 2019, U.S. Security filed a complaint for 

damages and injunctive relief against Randy Andrews, initiating 

the instant matter (the Andrews Litigation). According to the 

complaint, Randy Andrews founded Andrews International, Inc. 

in 1988. U.S. Security acquired Andrews International in 2012. 

Following the acquisition, Randy Andrews remained the chief 

executive officer and president of Andrews International and 

became the chief security officer of U.S. Security.

U.S. Security alleged that in March 2018, Andrews Global

filed articles of incorporation and a statement of information with 

the California Secretary of State. The documents identified 

Randy Andrews’ son, Lee Andrews, as Andrews Global’s chief 

executive officer, secretary, chief financial officer, agent for 

service of process, and as a director. The Andrews Global

website, however, identified Randy Andrews as its chief executive 

officer and founder. Yet, U.S. Security alleged, in 

communications with U.S. Security about Andrews Global, Randy 

Andrews “feigned ignorance.”

Randy Andrews resigned from U.S. Security in July 2018, 

and U.S. Security deemed his last day of work to be 

September 24, 2018.

U.S. Security alleged Randy Andrews solicited its

employees and clients and misappropriated its confidential 

information, trade secrets, and company property for the purpose 

of establishing Andrews Global, a competing company. In 

particular, U.S. Security alleged Randy Andrews enticed several 

key U.S. Security executives to join Andrews Global, including 

Casillas and Anderson. Substantially similar to its claims in the 

Andrews Global Litigation, U.S. Security sued Randy Andrews
5

for breach of written contract, breach of fiduciary duty, breach of 

duty of loyalty, misappropriation of trade secrets, intentional 

interference with prospective economic advantage, intentional 

interference with at will employment relations, intentional 

interference with contractual relations, unlawful and unfair 

business practices pursuant to Business and Professions Code 

section 17200 et seq., and civil conspiracy.

U.S. Security attached to the complaint a copy of Randy 

Andrew’s October 4, 2016 employment agreement. The 

agreement included an arbitration clause at section 8 as follows: 

“8. Arbitration of Disputes. Except as set forth below in this 

[s]ection 8, all disputes, claims, or controversies arising out of or 

relating to this Agreement or the negotiation, validity or 

performance hereof that are not resolved by mutual agreement 

shall be resolved solely and exclusively by binding arbitration to 

be conducted before JAMS or its successor (the ‘Arbitrator’). The 

arbitration shall be held in Los Angeles, California before a 

mutually agreed to single arbitrator and shall be conducted in 

accordance with the Arbitrator’s then current rules and 

procedures applicable to employment arbitration. . . . [¶] This 

[s]ection 8 applies equally to requests for temporary, preliminary 

or permanent injunctive relief, except that in the case of 

temporary or preliminary injunctive relief any party may proceed 

in a California court without prior arbitration for the limited 

purpose of avoiding immediate and irreparable harm. The 

provisions of this [s]ection 8 shall be enforceable in any court of 

competent jurisdiction.” (Bold omitted.)
6

C. The Trial Court Relates the Andrews Global and 

Andrews Litigations

On March 12, 2019, U.S. Security filed a notice of related 

case. U.S. Security alleged the two matters involve the same 

parties and are based on the same or similar claims; arise from 

the same or substantially identical transactions, incidents, or 

events requiring the determination of the same or substantially 

identical questions of law or fact; and are likely for other reasons 

to require substantial duplication of judicial resources if heard by 

different judges. No party objected to the notice of related case, 

and on March 27, 2019, the matters were related.

D. Randy Andrews’ Cross-complaint in the Andrews 

Litigation

On March 20, 2019, Randy Andrews filed a cross-complaint 

against U.S. Security in the Andrews Litigation. Among other 

things, Andrews alleged that U.S. Security failed to pay bonuses 

due to him and thereby breached his October 4, 2016 employment 

agreement. He further alleged that after he reported to U.S. 

Security its violations of, or noncompliance with, local, state, 

and/or federal laws, U.S. Security retaliated against him by 

denying him the means to perform his job and thereby 

constructively discharged him. He also sued for breach of his 

subscription agreement, breach of his October 4, 2016 

employment agreement, breach of the implied covenant of good 

faith and fair dealing, wrongful discharge, retaliation, failure to 

pay wages at termination, waiting time penalties, and unfair 

business practices pursuant to Business and Professions Code 

section 17200 et seq. He requested a jury trial.
7

E. Randy Andrews’ Answer in the Andrews Litigation

On March 29, 2019, Randy Andrews filed his answer to 

U.S. Security’s complaint. He stated 36 affirmative defenses. 

None of them referred to his contractual right to arbitration.

F. Pleading Challenges to Randy Andrews’ Crosscomplaint

On April 30, 2019, U.S. Security demurred to Randy 

Andrews’ cross-complaint. The trial court sustained the

demurrer with leave to amend. The trial court ordered Randy 

Andrews “to set forth as to each breach of contract cause of action 

the contract in full (by attaching it), just what term or terms have 

been breached, and when, and in what manner and with just

what damage has flowed from each alleged breach . . . .”

Then, on July 11, 2019, U.S. Security moved to strike 

Randy Andrews’ amended cross-complaint. U.S. Security argued 

Randy Andrews attached the contracts to the amended crosscomplaint, but failed to modify the allegations as the trial court 

ordered. On August 1, 2019, Randy Andrews filed a notice of 

nonopposition to the motion to strike and requested leave to 

amend his cross-complaint to comply with the trial court’s order. 

In a declaration, Randy Andrews’ attorney stated he 

misunderstood the trial court’s order to require either that Randy 

Andrews append the agreements to the cross-complaint or to 

plead the breach of contract causes of action with more 

specificity—not both.

On August 14, 2019, the trial court heard the motion to 

strike and ordered Randy Andrews to “redo the [a]mended 

[c]ross-[c]omplaint within [10] days.”
8

G. Motion to Compel Arbitration

On August 5, 2019—four days after Randy Andrews sought 

leave to amend his cross-complaint to comply with the trial 

court’s order to allege his breach of contract claims with more 

specificity—Randy Andrews filed his motion to compel both the 

Andrews Litigation and the Andrews Global Litigation to 

arbitration. In his motion, Randy Andrews argued the 

arbitration provision applied to the causes of action in the 

complaint and cross-complaint in the Andrews Litigation.

Andrews further argued the claims in the Andrews Global

Litigation should also be compelled to arbitration under theories 

of equitable estoppel and agency. Specifically, “[U.S. Security]’s 

claims in its related actions against [Randy] Andrews [and the 

AGS Litigation] are essentially the same and are sufficiently 

intertwined with the contractual obligations under which [U.S. 

Security] brings its claims against [Randy] Andrews such that it 

is equitable to compel arbitration of the claims against [Andrews 

Global], Anderson, and Casillas as well.” As to agency, Randy 

Andrews argued U.S. Security allegations in its complaints 

demonstrated the defendants were agents of one another. Thus, 

he argued, even though the Andrews Global defendants were 

nonsignatories to an arbitration agreement, it was equitable to 

compel all the parties and claims to arbitration.

In support of Randy Andrews’ motion, his counsel filed a 

declaration stating that “[a]t the time of the filing of Randy 

Andrews’ [c]ross-[c]omplaint and [a]nswer, neither myself nor my 

co-counsel were aware that there was a valid and enforceable 

arbitration provision agreed to by Mr. Andrews and [U.S. 

Security], and my office therefore filed Mr. Andrews’ [c]ross-

[c]omplaint and [a]nswer simultaneously in order to avoid the 
9

risk of potentially waiving any cross-claims Mr. Andrews might 

have and to avoid the need to apply for leave at a later time to file 

a cross-complaint on Mr. Andrews’ behalf.” Randy Andrews also 

filed a declaration in support of his motion to compel arbitration. 

His declaration was silent as to when he discovered or 

remembered the existence of the arbitration provision.

In opposition to the motion to compel arbitration, U.S. 

Security argued that two exceptions applied to enforcing the 

arbitration provision against Randy Andrews. First, section 

1281.2, subdivision (c), provides that arbitration is not required if 

a court determines that “[a] party to the arbitration agreement is 

also a party to a pending court action or special proceeding with a 

third party, arising out of the same transaction or series of 

related transactions and there is a possibility of conflicting 

rulings on a common issue of law or fact. . . .” Second, Randy 

Andrews waived his right to arbitrate by substantially invoking 

the litigation machinery in ways inconsistent with the right to 

arbitrate.

As to the Andrews Global Litigation, U.S. Security argued 

that neither equitable estoppel nor agency principles applied to 

compel the Andrews Global defendants to arbitration. Citing 

Goldman v. KPMG, LLP (2009) 173 Cal.App.4th 209, 229-230, 

U.S. Security argued that equitable estoppel required “the claims 

asserted against the nonsignatories be intertwined with the 

agreement containing the arbitration clause.” However, the 

complaint in the Andrews Global Litigation did not refer to

Randy Andrews’ employment agreement or any obligation 

contained therein. Further, U.S. Security argued that it never 

alleged or conceded that Andrews Global, Anderson, Casillas and 

Randy Andrews were agents of one another with respect to 
10

Randy Andrews’ breach of his employment agreement. U.S. 

Security alleged Randy Andrews breached his employment 

agreement in his individual capacity, not through any agent. 

Thus, U.S. Security argued that rather than compel both matters 

to arbitration, the trial court should consolidate the matters and 

deny the motion to compel arbitration.

In reply, Randy Andrews argued he did not waive his right 

to arbitration. Far from availing himself of the litigation 

machinery, Randy Andrews contended he merely defended 

himself against a “blitzkrieg” of discovery and motions. He did 

not serve his own discovery. Randy Andrews further argued U.S. 

Security could not establish prejudice. As to the Andrews Global

Litigation, Randy Andrews again argued equitable estoppel and 

agency principles applied.

On August 26, 2019, Randy Andrews filed a second 

amended cross-complaint.

Randy Andrews’ motion to compel arbitration was 

scheduled for hearing on August 29, 2019. The trial court 

indicated its tentative was to deny the motion and invited Randy 

Andrews’ counsel to present his argument. Randy Andrews’ 

counsel stated it assumed the basis for the trial court’s denial 

was waiver. The trial court responded, “Yes. I think there’s too 

much done in this case, including, but not limited to, the still 

pending mandamus action to say now that it should go to 

arbitration. All of those discovery issues with were—involved a 

voluminous presentation by both sides, expensive to put together 

and time-consuming for the court and for the parties,[2] and 

2 According to a declaration filed by U.S. Security, on 

December 18, 2018, the Andrews Global defendants brought a 

motion to strike U.S. Security’s claim for punitive damages, 
11

there’s been a great deal of activity in the case. I notice that 

[defendant’s] counsel say ‘we were not aware of the employment 

agreement,’ but Mr. Andrews certainly was, and he doesn’t put in 

his declaration he wasn’t aware of it. He also had an arbitration 

provision in his earlier sale[s] contract with this company for 

arbitration. So I think that it reflects at some level a choice not 

to use that arbitration right and then a decision to go in an

opposite direction. . . . [T]here’s been too much expended by the 

other side in these related actions for me to now send it to 

which the trial court denied after the hearing on February 11, 

2019.

In February 2019, the Andrews Global defendants filed 

seven motions to quash U.S. Security’s subpoenas directed to its 

former security guards and Andrews Global’s landlord. U.S. 

Security filed a notice indicating that the motions to quash the 

subpoenas to the security guards had become moot because it had 

withdrawn its subpoenas, yet the Andrews Global defendants did 

not take their motions off calendar. On March 27, 2019, the trial 

court denied all seven of the motions to quash, noting that they 

had been “frivolous and without merit.”

On May 10, 2019, U.S. Security filed five motions to compel 

further responses to written discovery, which the trial court 

granted in their entirety on June 5, 2019, and indicated it would 

have awarded sanctions if U.S. Security had sought them.

On June 4, 2019, U.S. Security filed motions to compel 

production of documents by Andrews Global. The trial court 

granted the motions on June 26, 2019.

On July 30, 2019, U.S. Security filed four additional 

motions to compel discovery responses and sought sanctions 

against the Andrews Global defendants. The motions were 

scheduled for hearing on August 29, 2019. The record does not 

reflect the outcome of these four motions.
12

arbitration.” The trial court stated it denied the motion to compel 

“for all the reasons stated in the opposition papers.”

In its August 29, 2019 minute order, the trial court also 

stated, “As to [Randy Andrews’] [m]otion to [c]ompel 

[a]rbitration, the [m]otion is denied, inter alia, for all the reasons 

stated in the opposition papers.”

On September 6, 2019, Randy Andrews timely filed a notice 

of appeal concerning the trial court’s ruling denying his motion to 

compel arbitration. The Andrews Global defendants also filed a 

notice of appeal in the Andrews Global Litigation, U.S. Security 

Associates, Inc. v. Andrews Global Security, Inc., et al., B300688, 

concerning the trial court’s denial of Randy Andrews’ motion to 

compel arbitration. On November 13, 2019, we consolidated the 

two appeals. However, that same day, the Andrews Global

defendants abandoned their appeal. Accordingly, we review only 

the trial court’s denial of Randy Andrews’ motion to compel 

arbitration of the Andrews Litigation.

DISCUSSION

Based on the language in the trial court’s minute order that 

it denied the motion to compel arbitration for the reasons stated 

in U.S. Security’s opposition, Randy Andrews argues that neither 

of the two exceptions discussed therein applies. First, he argues 

that the third-party exception articulated in section 1281.2, 

subdivision (c), is inapplicable because the Andrews Global

defendants are not third parties within the meaning of the 

statute. Second, he argues he did not waive his right to compel 

arbitration.

We hold the defendants in the Andrews Global Litigation 

are third parties and the trial court did not abuse its discretion in 

denying the motion to compel on this basis. Because this holding 
13

is dispositive, we need not consider whether the trial court erred 

in finding Randy Andrews waived his right to compel arbitration.

A. Standard of Review and Legal Framework

A party to an arbitration agreement need not be compelled 

to arbitrate if the trial court determines that “[a] party to the 

arbitration agreement is also a party to a pending court action or 

special proceeding with a third party, arising out of the same 

transaction or series of related transactions and there is a 

possibility of conflicting rulings on a common issue of law or 

fact. . . .” (§ 1281.2, subd. (c).) “[W]hether a defendant is in fact a 

third party for purposes of . . . section 1281.2, subdivision (c), is a 

matter of law subject to de novo review. [Citations.] If the third

party exception applies, the trial court’s discretionary decision as 

to whether to stay or deny arbitration is subject to review for 

abuse.” (Laswell v. AG Seal Beach, LLC (2010) 189 Cal.App.4th 

1399, 1406 (Laswell).)

For purposes of section 1281.2, the term “third party” 

means a party that is not bound by or entitled to enforce the 

arbitration agreement. (Thomas v. Westlake (2012) 204 

Cal.App.4th 605, 612; Laswell, supra, 189 Cal.App.4th at 

p. 1407.) However, “nonparties to arbitration agreements are 

allowed to enforce those agreements where there is sufficient 

identity of parties. For example, defendants who are not 

signatories to an arbitration agreement, but who are acting as 

agents for the party to the arbitration provision, may be allowed 

to enforce the arbitration clause.” (Valley Casework, Inc. v. 

Comfort Construction, Inc. (1999) 76 Cal.App.4th 1013, 1021.) In 

addition, nonsignatories may enforce an arbitration provision 

under an equitable estoppel doctrine. “ ‘ “ ‘[T]he equitable 

estoppel doctrine applies when a party has signed an agreement 
14

to arbitrate but attempts to avoid arbitration by suing 

nonsignatory defendants for claims that are “ ‘based on the same 

facts and are inherently inseparable’ ” from arbitrable claims 

against signatory defendants.’ ” ’ [Citation.]” (Laswell, supra, at 

p. 1407.)

On appeal, Randy Andrews does not challenge the trial 

court’s implicit finding that the two matters involve a 

“transaction or series of related transactions and there is a 

possibility of conflicting rulings on a common issue of law or fact.” 

(§ 1281.2, subd. (c).) Rather, Randy Andrews contends that 

under principles of equitable estoppel and agency, the Andrews 

Global defendants are not third parties within the meaning of 

section 1281.2, subdivision (c). We disagree.

“In any case applying equitable estoppel to compel 

arbitration despite the lack of an agreement to arbitrate, a 

nonsignatory may compel arbitration only when the claims 

against the nonsignatory are founded in and inextricably bound 

up with the obligations imposed by the agreement containing the 

arbitration clause. In other words, allegations of substantially 

interdependent and concerted misconduct by signatories and 

nonsignatories, standing alone, are not enough: the allegations of 

interdependent misconduct must be founded in or intimately 

connected with the obligations of the underlying agreement.” 

(Goldman v. KPMG, LLP, supra, 173 Cal.App.4th at p. 219, fn. 

omitted; see DMS Services, LLC v. Superior Court (2012) 205 

Cal.App.4th 1346, 1357 [“The question is not whether the actions 

are related, but whether the action against a nonsignatory to the 

arbitration agreement is rooted in the contract containing the 

arbitration agreement. To be sure, there are common questions 

of law and fact in both actions, including, perhaps, interpretation 
15

of the policy agreements. But commonality of issues is a far cry 

from claims grounded in, and ‘inextricably intertwined with,’ the 

arbitration agreement”].) “The reason for this equitable rule is 

plain: One should not be permitted to rely on an agreement 

containing an arbitration clause for its claims, while at the same 

time repudiating the arbitration provision contained in the same 

contract.” (DMS Services, LLC, supra, at p. 1354.)

On appeal, Randy Andrews points to U.S. Security’s 

acknowledgment in its notice of related cases that the two 

matters arise from the same incidents and events and that Randy 

Andrews, Anderson, and Casillas are officers of Andrews Global

and are acting in concert with one another and/or for the benefit 

of Andrews Global. Randy Andrews also notes that the acts U.S. 

Security alleges Randy Andrews committed in concert with other 

persons coincides with the activities alleged against Anderson 

and Casillas in the Andrews Global Litigation. Further, Randy 

Andrews argues, in its complaint against him, U.S. Security 

alleged Doe defendants abetted his scheme by setting up and 

financing a competing business and such Doe defendants were 

the agents, employees, joint venturers, etc., of the remaining 

defendants and acted within the scope of their agency and 

employment in committing the acts alleged in the complaint. 

U.S. Security also alleged Randy Andrews was the mastermind of 

a conspiracy to damage U.S. Security, runs Andrews Global, and 

solicited and recruited Anderson and Casillas to work at Andrews 

Global.

The above allegations are not sufficient to demonstrate that 

the misconduct by the Andrews Global defendants is founded in 

or intimately connected with the obligations of Randy Andrews’ 

employment agreement. (DMS Services, LLC v. Superior Court, 
16

supra, 205 Cal.App.4th at p. 1357; Goldman v. KPMG, LLP, 

supra, 173 Cal.App.4th at p. 219.) As U.S. Security correctly 

argues, Randy Andrews does not identify any cause of action in 

the Andrews Global Litigation that is dependent upon the 

obligations in his employment agreement. The obligations for 

which U.S. Security sues Anderson and Casillas arise from 

Andersons’s and Casillas’s own employment agreements and 

California law—not Randy Andrews’ agreement. Accordingly, 

equitable estoppel did not apply.

Further, the allegations Randy Andrews identifies do not 

allege that Anderson, Casillas, and Andrews Global acted as 

Randy Andrews’ agents. While U.S. Security alleged in its 

complaint in the Andrews Litigation that Doe defendants acting 

as Randy Andrews’ agents aided and abetted him in the acts 

alleged therein, the Doe defendants are identified as defendants 

with “fictitious names because [U.S. Security] is unaware of the 

true names, capacities or identities.” But at the time U.S. 

Security filed its complaint against Randy Andrews, it knew the 

identities and purported wrongful acts of Anderson and Casillas. 

U.S. Security had already filed the complaint against them in the 

Andrews Global Litigation. Accordingly, the allegation that Doe

defendants acted as Randy Andrews’ agents does not apply to 

Anderson and Casillas. Nor do we find the allegation that Randy 

Andrews solicited Anderson and Casillas to work for Andrews 

Global sufficient to establish an agency relationship. This is not 

a situation where “it would be unfair to defendants to allow [the 

plaintiff] to invoke agency principles when it is to his advantage 

to do so, but to disavow those same principles when it is not.” 

(Thomas v. Westlake, supra, 204 Cal.App.4th at p. 614.)
17

Randy Andrews argues that Laswell requires a different 

result. We disagree.

In Laswell, Laswell, by and through her daughter, under a 

power of attorney, alleged she had received improper care and 

treatment at a 24-hour health facility, Country Villa Seal Beach 

Healthcare Center. (Laswell, supra, 189 Cal.App.4th at p. 1402.) 

“In her complaint, she named as [the] defendants [1] AG Seal 

Beach, LLC, the licensee and operator of the health facility doing 

business as Country Villa Seal Beach Healthcare Center; [2] AG 

Facilities Operations, LLC, the owner of AG Seal Beach, LLC,

and Country Villa Seal Beach Healthcare Center; and 

[3] Country Villa Service Corporation, doing business as Country 

Villa Health Services, the management company of Country Villa 

Seal Beach Healthcare Center in charge of the day-to-day 

operation, patient care and maintenance of the health 

facility . . . .” (Ibid.) “According to the complaint, while Laswell 

resided at Country Villa Seal Beach Healthcare Center, she was 

neglected, abandoned and abused . . . . Laswell alleged causes of 

action against all [the] defendants for elder abuse under the 

Elder Abuse and Dependent Adult Civil Protection Act (Welf. & 

Inst. Code, § 15600 et seq.); negligence; willful misconduct; and 

violation of Penal Code section 368, and an additional cause of 

action against AG Seal Beach, LLC, as the licensee of the health 

facility, for violation of Health and Safety Code section 1430, 

subdivision (b).” (Ibid., fn. omitted.)

The “arbitration agreement provided for arbitration of ‘any 

and all disputes or claims . . . arising out of the provision of 

services by the [f]acility,’ defined as Country Villa Seal Beach 

Healthcare Center, or that ‘allege violations of the Elder Abuse 

and Dependent Adult Civil Protection Act.’ ” (Laswell, supra, 189 
18

Cal.App.4th at p. 1403.) Each of the defendants, however, were 

Country Villa Seal Beach Healthcare Center-related entities: the 

licensee and operator, the owner, and the manager. (Id. at 

p. 1407.) “Further, the substance of Laswell’s allegations is that 

all [of the] defendants are responsible for the improper care that 

she received while she resided at Country Villa Seal Beach 

Healthcare Center, demonstrating her claims against all [the] 

defendants are based on the same facts and theory and are 

inherently inseparable.” (Ibid.)

The instant matter is distinguishable from Laswell. U.S. 

Security can and did allege—especially with respect to the 

individual defendants—that each violated their own independent 

duties to U.S. Security that arose under their respective 

agreements and California law. The causes of action were not 

“inherently inseparable” with those alleged against Randy 

Andrews. Accordingly, Laswell is inapposite. We conclude each 

of the Andrews Global defendants are third parties for purposes 

of section 1281.2, subdivision (c).

We also find the trial court did not abuse its discretion in 

denying Randy Andrews’ motion to compel arbitration pursuant 

to the third party exception articulated in section 1281.2, 

subdivision (c). Neither party disputes the two matters arise out 

of a series of related transactions or that there is a risk of 

conflicting rulings on a common issue of law or fact. (§ 1281.2, 

subd. (c).)

Having determined the trial court could properly deny 

Randy Andrews’ motion to compel on this basis, we need not 

consider whether he waived his right to compel arbitration.
19

DISPOSITION

The order is affirmed. Each party is to bear its own costs 

on appeal.

NOT TO BE PUBLISHED

SINANIAN, J.*

We concur:

CHANEY, J.

BENDIX, Acting P. J.

* Judge of the Los Angeles Superior Court, assigned by the 

Chief Justice pursuant to article VI, section 6 of the California 

Constitution.