Filed 1/17/23 C.D. v. BNI Treatment Centers CA2/5

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for 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 FIVE

C.D., a Minor, etc.,

Plaintiff and Respondent,

v.

BNI TREATMENT CENTERS, LLC,

Defendant and Appellant.

 B313195

 (Los Angeles County

 Super. Ct. 

 No. 20SMCV00941)

APPEAL from an order of the Superior Court of Los 

Angeles County, H. Jay Ford III, Judge. Affirmed.

Qureshi Law and Omar G. Qureshi for Plaintiff and 

Respondent.

Hester Law Group, Cecille L. Hester, and Barbara M. 

Reardon, for Defendant and Appellant.
2

Plaintiff C.D. (plaintiff) was a minor when he entered a 

residential facility operated by defendant BNI Treatment 

Centers, LLC (defendant) for treatment relating to autism 

spectrum disorder. Plaintiff later sued defendant, and defendant 

sought to compel arbitration pursuant to an agreement that 

plaintiff’s father, Joshua Deighton (Father), signed as plaintiff’s 

legal representative or agent. In this appeal from the trial court’s 

denial of defendant’s motion to compel arbitration, we are asked 

to decide whether plaintiff validly repudiated the arbitration 

agreement pursuant to a provision of the family code that states 

“a contract of a minor may be disaffirmed by the minor before 

majority or within a reasonable time afterwards,” except as 

otherwise provided by statute. (Fam. Code,1§ 6710.)

I. BACKGROUND

Plaintiff’s initial complaint against defendant alleges that 

in 2019, while a minor, he required care in a residential facility 

with “staff who were specially trained and had expertise in 

stabilizing children with Autism.” The complaint generally 

alleges defendant falsely represented it was equipped to provide 

such care and subjected him to abuse that caused his condition to 

worsen. The specific causes of action alleged in the initial 

complaint included claims for breach of contract and breach of 

the implied covenant of good faith and fair dealing.

Defendant moved to compel arbitration pursuant to an 

arbitration agreement Father signed (the Agreement). For 

purposes of this appeal, there is no dispute as to the scope of the 

1 Undesignated statutory references that follow are to the 

Family Code.
3

Agreement. The central issue is whether plaintiff was a principal 

to the Agreement or a third-party beneficiary thereof, which, as 

we shall discuss, turns on the Agreement’s first sentence: 

“This . . . Agreement is executed between BNI Treatment 

Centers . . . and [Father] (‘Minor’ or ‘Minor’s Legal 

Representative’ and/or ‘Agent’) in conjunction with the Minor’s 

admission to BNI and relating to the provision of 

therapy/counseling services and other professional services by 

BNI to Minor.”

After defendant moved to compel arbitration, plaintiff filed 

a first amended complaint that (among other differences from the

original pleading) expressly disaffirmed his contract for 

treatment with defendant and omitted the cause of action for 

breach of contract.2 The disaffirmation was made pursuant to the 

aforementioned provision of the Family Code, section 6710.

Defendant amended its motion to compel arbitration to 

account for the filing of the first amended complaint. Defendant 

argued the complaint should still be compelled to arbitration for 

the same reasons set forth in its original motion.

In his opposition to defendant’s motion, plaintiff argued he 

was entitled to disaffirm the Agreement and included a

declaration so disaffirming it (in case a declaration was seen as 

2 The operative first amended complaint asserts causes of 

action for violation of the CLRA; violation of the FAL; violation of 

the UCL; constructive fraud; intentional misrepresentation; 

unjust enrichment; negligent supervision, hiring, retention, and 

training; violation of the Bane Act (Civ. Code, § 52.1); violation of 

the Ralph Act (Civ. Code, § 51.7); violation of the Unruh Act (Civ. 

Code, § 51 et seq.); intentional infliction of emotional distress; 

and negligence.
4

necessary). Plaintiff also argued there were no pertinent 

statutory exceptions that would prevent him from disaffirming 

the Agreement, including Code of Civil Procedure section 1295

(Section 1295), which bars disaffirming certain agreements with

licensed health care providers (as therein defined).3

In reply, defendant contended a minor may only disaffirm a 

contract that the child personally signed—i.e., not one signed by 

a parent on the child’s behalf.

The trial court held a hearing on defendant’s motion to 

compel arbitration in March 2021. The court advised the parties 

of its tentative conclusion that plaintiff was entitled to disaffirm 

the Agreement because Father “signed the [A]greement as 

[plaintiff’s] agent or legal representative” and plaintiff “was 

therefore the principal in the [A]greement, not merely a thirdparty beneficiary.” The court also expressed surprise that 

defendant’s reply brief did not discuss whether defendant

qualifies as a licensed health care provider under Section 1295. 

When defendant’s attorney asserted the Section 1295 exception to 

disaffirmance did apply, the trial court continued the hearing to 

permit supplemental briefing on the applicability of Section 1295

and the issue of whether plaintiff was a principal or third-party 

beneficiary of the Agreement.

3 Subdivision (d) of the statute provides: “Where the contract 

is one for medical services to a minor, it shall not be subject to 

disaffirmance if signed by the minor’s parent or legal guardian.” 

Subdivision (g) of the statute defines “health care provider” 

(which is used interchangeably in the statute with references to 

“medical services”—a point we will return to later in greater 

detail) to mean “any clinic, health dispensary, or health facility 

licensed pursuant to” a division of the Health and Safety Code.
5

After receiving supplemental briefing—in which defendant 

focused on the nature of the treatment provided and again did 

not discuss whether defendant qualifies as a health care provider 

as defined in Section 1295—the trial court denied the motion to 

compel arbitration. The court found defendant “still fail[ed] to 

establish [plaintiff] was not the principal of the arbitration 

agreement” and “fail[ed] to demonstrate that it is a health care 

provider” for purposes of Section 1295.

II. DISCUSSION

To reiterate, section 6710 states that “[e]xcept as otherwise 

provided by statute, a contract of a minor may be disaffirmed by 

the minor before majority or within a reasonable time 

afterwards . . . .” The Agreement’s first sentence establishes the 

trial court correctly found the Agreement is “a contract of a 

minor” (i.e., that plaintiff was the principal not a third party 

beneficiary): Father signed in his capacity as plaintiff’s 

representative or agent, not in his own right. The trial court also 

correctly concluded the Section 1295, subdivision (d) exemption

for licensed health care providers from the general right of 

disaffirmation did not apply, largely because defendant made no 

attempt to establish it is a health care provider for purposes of 

that statute.

A. Legal Framework

1. Burdens of proof and standard of review

Although both federal and state law strongly favor 

arbitration and establish a presumption in favor of arbitrability, 

generally applicable contract defenses may be applied without 

contravening the Federal Arbitration Act (9 U.S.C. § 1 et seq.) or 
6

the California Arbitration Act (Code Civ. Proc., § 1280 et seq.). 

(OTO, LLC v. Kho (2019) 8 Cal.5th 111, 125 (OTO).) The trial 

court determines whether an agreement to arbitrate exists and, if 

any defense to its enforcement is raised, whether the agreement 

is enforceable. (Rogers v. Roseville SH, LLC (2022) 75 

Cal.App.5th 1065, 1072, citing Rosenthal v. Great Western Fin.

Securities Corp. (1996) 14 Cal.4th 394, 413.)

4

 Where a party 

opposing a petition to compel arbitration establishes an otherwise 

applicable contract defense, the party seeking to compel 

arbitration has the burden to prove any exception to that defense 

applies. (Swain v. LaserAway Medical Group, Inc. (2020) 57 

Cal.App.5th 59, 76.) Our review on appeal is de novo. (OTO, 

supra, at 126.)

2. Section 6710

Disaffirmance of a contract pursuant to section 6710 is a 

defense to a motion to compel arbitration. (Coughenour v. Del 

Taco, LLC. (2020) 57 Cal.App.5th 740, 747-748, 751 

(Coughenour).)

4 Defendant contends, for the first time on appeal, that a 

delegation clause in the Agreement deprived the trial court of 

jurisdiction to determine whether plaintiff disaffirmed the 

Agreement. Defendant forfeited this issue by not raising it in the 

trial court. (Mendoza v. Trans Valley Transport (2022) 75 

Cal.App.5th 748, 770 [delegation issue forfeited where moving 

party raised it for the first time “in a cursory manner” in reply 

papers in trial court].) Defendant also waived its right to 

arbitrate questions of arbitrability by “fully litigat[ing] the very 

issue that [it] now argue[s] was delegated to the arbitrator . . . .” 

(Id. at 771.)
7

As we have already seen, a minor’s right to disaffirm a 

contract is also subject to statutory exceptions. (§ 6711 [“A minor 

cannot disaffirm an obligation, otherwise valid, entered into by 

the minor under the express authority or direction of a statute”].) 

The exceptions are varied and include, for example, certain 

contracts for necessaries (§ 6712) and certain entertainment and 

athletic contracts (§§ 6750-6751). The Family Code also exempts 

contracts for specific categories of medical treatment from 

disaffirmance (§ 6921), ranging from those relating to the 

prevention or treatment of pregnancy (§ 6925) to certain 

contracts for mental health treatment or counseling (§ 6924). 

Defendant does not invoke any of the Family Code exceptions, 

relying instead solely on Section 1295.

B. Plaintiff Disaffirmed the Contract

No specific act or language is required to disaffirm an 

agreement pursuant to section 6710, and the filing of a lawsuit is 

sufficient to do so. (Coughenour, supra, 57 Cal.App.5th at 748.) 

Here, plaintiff disaffirmed the Agreement by filing the first 

amended complaint and he left no doubt as to his intentions by 

submitting his own declaration to the same effect. These facts 

are undisputed.

Defendant nonetheless suggests plaintiff is “bound by the 

claims made in the original [c]omplaint,” including the allegation 

that he “entered into a contract for treatment with [defendant].” 

Defendant’s only authority for this proposition is a case 

discussing the sham pleading doctrine. (Larson v. UHS of 

Rancho Springs, Inc. (2014) 230 Cal.App.4th 336, 343-346.) This 

doctrine, which “preclude[s] [plaintiffs] from amending 

complaints to omit harmful allegations, without explanation, 
8

from previous complaints to avoid attacks raised in demurrers or 

motions for summary judgment” (Deveny v. Entropin, Inc. (2006) 

139 Cal.App.4th 408, 425), has no application here. The first 

amended complaint does not omit the allegation that plaintiff 

entered into a contract with defendant—it adds the assertion 

that he disaffirmed it. The omission of plaintiff’s causes of action 

premised on the existence of an enforceable contract is a 

straightforward consequence of his disaffirmance of the contract.

C. Plaintiff Was Entitled to Disaffirm the Agreement as 

a Principal

Defendant contends, and plaintiff agrees, that if Father 

signed the Agreement as a principal himself, plaintiff would be a 

third-party beneficiary bound to arbitrate his claims against 

defendant. (See, e.g., Doyle v. Giuliucci (1965) 62 Cal.2d 606, 609

[predecessor to section 6710 did “not apply to contracts between 

adults and [was] therefore not controlling on the question of a 

parent’s power to bind his child to arbitrate by entering into a 

contract of which the child is a third party beneficiary”] (Doyle).) 

The Doyle Court emphasized that because “minors can usually 

disaffirm their own contracts to pay for medical services 

[citations], it is unlikely that medical groups would contract 

directly with them. They can be assured the benefits of group 

medical service only if parents can contract on their behalf. 

Unless such contracts unreasonably restrict minors’ rights, they 

should be sustained.” (Ibid.)

The Agreement in this case, however, was not a “contract[ ] 

between adults.” (Doyle, supra, 62 Cal.2d at 609.) By the express 

terms of the Agreement, Father signed as plaintiff’s 

representative or agent. Defendant does not grapple with this 
9

dispositive language. Instead, defendant emphasizes a sentence 

in Father’s declaration that states “[Father] entered a 

contract . . . on [plaintiff’s] behalf.”5 Defendant is apparently of 

the view that Father’s statement dispenses with any need to 

consult the Agreement itself because Father “is a lawyer” and it 

is “reasonable to assume precision of language by him.” 

Defendant’s analytical approach (privileging the diction of a 

declaration over the terms of the Agreement) runs contrary to 

fundamental tenets of contract law. (Montrose Chemical Corp. v. 

Superior Court (2020) 9 Cal.5th 215, 230 [clear and explicit 

contractual language reflects the parties’ mutual intentions].)

Defendant’s alternative contention that the Agreement is 

not “a contract of a minor” because plaintiff did not personally 

sign it also lacks merit. There is no plausible construction of “a 

contract of a minor” that does not include all contracts of which a 

minor is a principal. In Berg v. Taylor (2007) 148 Cal.App.4th 

809, the Court of Appeal held that a minor plaintiff was entitled 

to disaffirm a contract “signed [only] by a parent” because the 

minor “was not a third party beneficiary of the agreement signed 

5 Contrary to defendant’s argument, even Father’s phrasing 

does not cast plaintiff as a third-party beneficiary of the contract. 

It is commonplace to say that an agent acts on behalf of a 

principal. (See, e.g., Dones v. Life Ins. Co. of North America

(2020) 55 Cal.App.5th 665, 689 [“‘[A]n agent is ordinarily not 

liable on the contract when he acts on behalf of a disclosed 

principal’”], emphasis added; 7 Witkin, Cal. Procedure (6th ed. 

2022) Trial, § 102 [“an agent, in executing [a arbitration]

agreement on behalf of the principal, may retain his or her own 

right to a jury trial even though the agreement waives the 

principal’s right”], emphasis added.)
10

by his mother, but a principal.” (Id. at 818-819.) In other words, 

there is no general parental-signature exception to section 6710.6

D. Defendant Failed to Establish Any Exception to 

Plaintiff’s Right to Disaffirm the Agreement

Defendant contends plaintiff was precluded from 

disaffirming the Agreement under Section 1295. Section 1295, 

subdivision (a) provides, in pertinent part, that “[a]ny contract for 

medical services which contains a provision for arbitration of any 

dispute as to professional negligence of a health care provider” 

shall include a specific warning regarding the effect of the 

arbitration provision. Subdivision (d) provides that “[w]here the 

contract is one for medical services to a minor, it shall not be 

subject to disaffirmance if signed by the minor’s parent or legal 

guardian.” Defendant points to its staff’s medical credentials and 

the nature of the treatment offered and contends subdivision (d) 

applies because the contract was “one for medical services to a 

minor.” But subdivision (d)’s use of the definite article (“[w]here 

the contract is one for medical services”) indicates that 

subdivision must be understood in light of subdivision (a) such 

6 Defendant’s reliance on Doyle for the proposition that 

disaffirmance in these circumstances will make it impossible for 

children like plaintiff to obtain the treatment they need ignores 

the straightforward solution offered in Doyle. Defendant need 

only have secured an agreement by Father, in his own right, for 

the benefit of plaintiff. (See, e.g., Aaris v. Las Virgenes Unified 

School Dist. (1998) 64 Cal.App.4th 1112, 1120 [holding that a 

minor plaintiff was bound by a release signed by her mother, in 

which the mother agreed as, “I, the undersigned,” to release 

claims against the defendant school district].)
11

that it applies only to contracts for medical services involving a 

health care provider.7 This is significant because subdivision (g) 

defines “health care provider” to mean persons and entities 

licensed under specific statutes.

8

 (§ 1295, subd. (g)(1).) 

Defendant made no attempt to establish it satisfies this 

definition at trial, and it concedes the point on appeal.

7 Construing Section 1295, subdivision (d) to apply to 

contracts for medical services involving health care providers as 

defined in subdivision (g) is consistent with the basic principle 

that “‘“statutory language must . . . be construed in the context of 

the statute as a whole and the overall statutory scheme . . . .”’ 

[Citation.]” (People v. Arroyo (2016) 62 Cal.4th 589, 593.) 

Several subdivisions of Section 1295 impliedly incorporate 

subdivision (a)’s specification of a “contract for medical services 

which contains a provision for arbitration of any dispute as to 

professional negligence of a health care provider.” Subdivision 

(b) requires a warning to appear “[i]mmediately before the 

signature line provided for the individual contracting for the 

medical services” (emphasis added); subdivisions (c) and (e) refer 

to “such a contract”; and, as we have already mentioned, 

subdivision (d) refers to “the contract.”

8

“‘Health care provider’ means any person licensed or 

certified pursuant to Division 2 (commencing with Section 500) of 

the Business and Professions Code, or licensed pursuant to the 

Osteopathic Initiative Act, or the Chiropractic Initiative Act, or 

licensed pursuant to Chapter 2.5 (commencing with Section 1440) 

of Division 2 of the Health and Safety Code; and any clinic, 

health dispensary, or health facility, licensed pursuant to 

Division 2 (commencing with Section 1200) of the Health and 

Safety Code. ‘Health care provider’ includes the legal 

representatives of a health care provider[.]” (§ 1295, subd. (g)(1).)
12

Without seriously disputing this construction of Section 

1295, subdivision (d), defendant suggests the Legislature did not 

intend to limit its application based on “[t]echnical licensing 

issues.” But Section 1295 is hardly unique among statutes 

limiting a minor’s right to disaffirm contracts in raising

“technical licensing issues.” Section 6924, for instance, which 

precludes disaffirmance of certain contracts for mental health 

treatment or counseling, applies to contracts for treatment from, 

among others, a “professional person” defined to include persons 

licensed under various statutes. (§ 6924, subd. (a)(2).) Section 

6710’s default rule that a minor may disaffirm a contract is 

subject only to “express” statutory exceptions. (§ 6711.)
13

DISPOSITION

The order denying the motion to compel arbitration is 

affirmed. Plaintiff shall recover his costs on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

BAKER, J.

We concur:

RUBIN, P. J.

MOOR, J.