Filed 5/14/24 Barajas v. Justin Vineyards & Winery CA2/6

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SIX

OLIVIA BARAJAS et al.,

 Plaintiffs and Respondents,

v.

JUSTIN VINEYARDS & 

WINERY, LLC,

 Defendant and Appellant.

2d Civil No. B325886

(Super. Ct. No. 19CVP-0383)

(San Luis Obispo County)

Appellant Justin Vineyards and Winery, LLC appeals the 

denial of its motions to compel arbitration of the complaint filed 

by respondents Olivia Barajas, William Fuentes, Blanca 

Verduzco, and Patricia Verduzco. (Code Civ. Proc., § 1294, subd. 

(a).) Appellant contends the trial court erred when it found the 

English language arbitration agreements signed by respondents 

were void due to fraud in the execution. The record contains no 

evidence respondents misrepresented the terms of those 

documents. We reverse and remand, leaving to the trial court’s 
2

discretion whether to consider respondent’s alternative defenses 

to enforcement, e.g., unconscionability.

FACTUAL AND PROCEDURAL HISTORY

The Arbitration Agreements

Appellant operates a vineyard and onsite winery in Paso 

Robles. Respondents are former cellar workers at the winery.

Barajas, Fuentes, and Patricia1 joined the company in 2015.

Blanca joined in 2017. All four are Spanish speakers who knew 

little or no English when they started.

Respondents signed a “Confidentiality, Trade Secrets, and 

Arbitration Agreement” at the time of hiring. It contained the 

following provisions: “a. Mutual Agreement to Arbitrate. Both 

the Company and Employee voluntarily agree that any claim, 

dispute, or controversy arising out of or relating to Employee’s 

employment with the Company or the termination of that 

employment shall be submitted to final and binding arbitration 

in accordance with the terms of this arbitration provision. 

Examples of claims, disputes or controversies that must be 

resolved through the process set forth in this provision rather 

than in court include, but are not limited to, embezzlement/

conversion, disclosure of trade secrets, breach of confidentiality 

agreement, wage and benefit claims; contract claims; personal 

injury claims; claims for equitable relief; tort claims, such as 

claims for wrongful termination and defamation; [and] 

discrimination and harassment claims. . . . This Agreement 

applies to all claims that the Company may have against 

Employee, as well as all claims that Employee may have against 

the Company, including its owners, directors, officers, employees, 

1 We use Patricia’s and Blanca’s first names for clarity. No 

disrespect is intended.
3

managers, members, agents, and parties affiliated with its 

employee benefit and health plans, past and present and each of 

them. [¶] g. Acknowledgement. BY VOLUNTARILY 

AGREEING TO THIS ARBITRATION PROVISION, THE 

COMPANY AND EMPLOYEE BOTH GIVE UP THEIR RIGHTS 

TO HAVE DISPUTES BETWEEN THEM HEARD BY A JURY 

OR RESOLVED IN ANY OTHER FORUM, INCLUDING

COURT.”

Respondents also signed an offer letter that accompanied

the Agreement. It stated: “WE BOTH AGREE THAT ANY 

DISPUTE ARISING WITH RESPECT TO YOUR 

EMPLOYMENT AND ANY TERMINATION OF SUCH 

EMPLOYMENT SHALL BE CONCLUSIVELY SETTLED BY 

FINAL AND BINDING ARBITRATION IN ACCORDANCE 

WITH THE ARBITRATION PROCEDURES DESCRIBED IN 

THE CONFIDENTIALITY, TRADE SECRETS, AND

ARBITRATION AGREEMENT ATTACHED HERETO.” 

Respondents signed a second letter containing the same language 

when they were offered full time positions a year later. We refer 

to the Confidentiality, Trade Secrets, and Arbitration 

Agreements and offer letters collectively as the “Agreements.”

Defendant Moves to Compel Arbitration of Plaintiffs’

Wage and Hour Claims

Appellant terminated respondents for unspecified reasons. 

They filed a putative class action complaint in 2019 alleging wage 

and hour violations. Appellant moved to compel each respondent

to arbitration. Respondents opposed arbitration, arguing the 

Agreements were void due to fraud in the inception and 

unconscionable as well. They submitted declarations explaining 

how appellant mislead them into signing documents in a 
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language they did not understand. The trial court ordered an 

evidentiary hearing on the sole issue of “whether Plaintiffs were 

fraudulently induced into entering into the Arbitration 

Agreements.” 

Evidentiary Hearing

The parties submitted the Agreements as exhibits. Three 

of the four respondents testified: Barajas, Patricia, and Blanca. 

Barajas and Patricia provided similar accounts of their 

orientation in 2015. They attended with respondent Fuentes and 

a fourth new hire, Nestor Chavez. Defendant’s director of human 

resources, Danny Hanson, began speaking to them in English. 

Barajas, Patricia, and Fuentes could not understand. Chavez 

exchanged words in English with Hanson then turned to them 

and said, “I’m going to be helping you all. I’m going to interpret.” 

The group began chatting and “[g]etting to know one another.” 

Hanson left the room for about 20 or 30 minutes. Barajas 

recalled Chavez “was translating documents a little bit because 

we had the paperwork that we were going to sign.” Chavez told 

them the documents contained “company policies,” 

“requirements,” and “[c]lauses” but he did not translate them

word-for-word. Barajas and Patricia insisted that neither 

Hanson nor Chavez mentioned arbitration during the orientation.

Appellant offered Barajas and Patrica full-time positions

about a year later. Hanson called them into his office separately. 

He presented documents in English (the second offer letter, 

among others) and pointed to where they needed to sign. He did 

not explain what the documents said, provide a translator, or 

give them Spanish versions to review. The meetings lasted only 

a few minutes. 
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Blanca described receiving English-language documents by 

email before she began work in 2017. She spoke to Alicia

Ballesteros in human resources about the documents and how 

she could sign them electronically. During their conversation 

Blanca said, “If they are documents so that I can start working, 

then it’s fine.” Ballesteros told her where to sign but “did not 

translate anything” or explain the documents during the call. 

Blanca began work the next Monday. She did not attend an 

orientation like the other respondents.

Hanson called Blanca into his office about a week later to 

sign more papers. Ballesteros attended the meeting over the 

phone to translate for Hanson. Blanca asked what type of 

documents they were, and Ballesteros responded, “Requirements 

that all employees have to sign that want to work with us.” 

Blanca asked why she had to sign when she had done so 

electronically the prior week. Ballesteros said “[A]ll the

employees have to sign . . . . It’s nothing bad. Be calm.” She also 

said “Don’t worry” and “Just[] sign.” Blanca responded, “Well, 

you are from human resources, so I hope you are translating 

correctly.” Blanca felt Ballesteros was avoiding her questions.

She did not ask for a Spanish version of what she signed that 

day. 

After also hearing testimony from Ballesteros and Hanson, 

the trial court took the matter under submission. 

Denial of Motions to Compel Arbitration

The trial court denied the motions in a written ruling dated 

December 19, 2022. It stated: “The Court finds the presence of

fraud in this case. It is undisputed that the Plaintiffs in this case 

did not write, read, or speak English at the time they were hired 

with Justin. Thus, it is unclear to the Court why Plaintiffs were 
6

not simply given Spanish-language version[s] of the Agreements. 

This is particularly puzzling given Mr. Hanson’s testimony 

regarding the increasing number of Spanish-speaking employees, 

especially during the harvest season. Neither Mr. Hanson nor 

Ms. Ballesteros offered an explanation why Justin did not provide 

Spanish-language documents to the Spanish-speaking 

employees.” 

It continued: “Both Patricia Verduzco and Olivia Barajas 

testified that Mr. Chavez, another cellar employee, provided 

rudimentary Spanish-language translation of the documents 

when they were hired during their onboarding. Their testimony 

was similar and credible. Conversely, the testimony of Mr. 

Hanson was not credible that there has never been an instance, 

in the hundreds or perhaps thousands of onboarding experiences 

he has conducted, that someone was not present in person or on 

the telephone to provide translation. And even when someone 

such as Ms. Ballesteros is ‘present’ on the telephone to provide 

translation, it is unclear how she can provide an accurate 

description of the documents when she is not physically present 

in person to go through the particular documents with each 

employee. It is also unclear how Ms. Ballesteros could gauge the 

employees’ sense of understanding with respect to the documents 

when she is not in the employees’ physical presence. The same is 

true for Mr. Hanson, given his position of authority over new 

employees and the fact that he does not speak their . . . language.

[¶] Likewise, Blanca Verduzco’s testimony that she spoke on the 

telephone with Ms. Ballesteros regarding documents, and then 

signed those documents electronically, was credible, and her 

statements regarding the chain of events regarding her hiring are 
7

also credible and plausible. Mr. Hanson confirmed that Blanca 

was emailed documents prior to her first day of work.” 

It then concluded: “The evidence before the Court 

demonstrates that all the Plaintiffs knew they were signing 

something having to do with their employment. However, their 

claimed lack of knowledge regarding what, exactly, they were 

signing supports their fraudulent inducement claim, as do their 

statements regarding what they were told about the documents 

they were signing.” The court did not address respondents’ 

unconscionability argument.

DISCUSSION

Fraud in the Execution Doctrine

“Code of Civil Procedure section 1281, like section 2 of the 

[U.S. Arbitration Act], provides that predispute arbitration 

agreements are ‘valid, enforceable and irrevocable, save upon 

such grounds as exist for the revocation of any contract.’” 

(Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 

Cal.4th 394, 406 (Rosenthal).) Contract law principles thus 

govern whether parties have agreed to arbitrate. (Caballero v. 

Premier Care Simi Valley LLC (2021) 69 Cal.App.5th 512, 518

(Caballero).) “‘[O]ne who accepts or signs an instrument, which 

on its face is a contract, is deemed to assent to all its terms, and 

cannot escape liability on the ground that he has not read it.’” 

(Randas v. YMCA of Metropolitan Los Angeles (1993) 17 

Cal.App.4th 158, 163 (Randas); 1 Witkin, Summary of Cal. Law 

(11th ed. 2017) Contracts, § 118, pp. 159-160.) 

Respondents contend appellant misrepresented the nature 

of the English-language documents they were signing. They 

invoke the doctrine of fraud in the execution—or, synonymously, 

fraud in the inception—as a contractual defense to enforcement of 
8

the Agreement. Under the doctrine, “‘“the promisor is deceived 

as to the nature of his act, and actually does not know what he is 

signing, or does not intend to enter into a contract at all, mutual 

assent is lacking, and [the contract] is void.”’” (Rosenthal, supra, 

14 Cal.4th at p. 415, quoting Ford v. Shearson Lehman American 

Express, Inc. (1986) 180 Cal.App.3d 1011, 1028, italics omitted.) 

Respondents “must show their apparent assent to the contracts—

their signatures on the [Agreement]—is negated by fraud so

fundamental that they were deceived as to the basic character of 

the documents they signed and had no reasonable opportunity to 

learn the truth. By their claim of fraud in the execution, 

plaintiffs do not seek equitable relief in the form of rescission or

reformation, or damages for being misled, but, rather, a judicial 

determination they never assented to any contract.” (Id., at 

p. 425.)

The doctrine is best illustrated by examples. We briefly 

survey California’s authorities on this subject.

Defendants in C.I.T. Corp. v. Panac (1944) 25 Cal.2d 547 

were an illiterate couple who spoke little English. A construction 

company visited their home to solicit repair work. The 

representative purported to read them a “repair contract” but 

failed to mention it contained a promissory note. Defendants

later withheld payment when a dispute arose over the work. The

construction company sold the note to a purchaser who promptly 

sued to enforce it. The trial court sustained defendants’ defense 

of fraud in the execution. The Supreme Court cited the 

representative’s false assurance that he would read the entire 

contract to the couple, as well as his high-pressure tactics, as 

sufficient evidence to affirm on the theory.
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Plaintiff in Ramos v. Westlake Services LLC bought a used 

car from defendant dealership. He spoke only Spanish but signed 

a contract in English after reviewing what the dealership said 

was the Spanish version of the contract. The court denied the 

dealership’s motion to compel arbitration because the Spanish 

version omitted the arbitration clause. “By providing Ramos with 

a document that purported to be the Spanish translation of the 

English Contract it was asking him to sign,” the court concluded, 

“[defendant] implicitly represented to Ramos that it was, in fact, 

accurate.” (Ramos v. Westlake Services LLC (2015) 242 

Cal.App.4th 647, 690 (Ramos).) Omitting the reference to 

arbitration “‘deprived [Ramos] of a reasonable opportunity to 

learn the character and essential terms of the [arbitration 

agreement he] signed.’” (Ibid., quoting Rosenthal, supra, 14 

Cal.4th at p. 428.)

Plaintiff in Metters v. Ralphs Grocery Co. (2008) 161 

Cal.App.4th 696 felt he was the victim of workplace harassment

at defendant grocery store. The employee relations manager 

invited him to report the harassment by filling out a two-page 

form entitled “Notice of Dispute & Request for Resolution” that 

referred to defendant’s binding arbitration policy. Plaintiff 

signed but later sued when the employer did not address his 

complaints. Defendant moved to compel arbitration. The trial 

court denied the motion after finding fraud in the execution. 

Metters affirmed. It noted the dispute form contained “confusing” 

and “legalistic” references to an arbitration policy that was not 

given to plaintiff. (Id. at p. 702.) “The context of this form,” it 

concluded, “did not alert him he was agreeing to anything, let 

alone arbitration.” (Id. at p. 703.)
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Rosenthal found fraud as to some plaintiffs but not others. 

All plaintiffs were longtime customers of a bank who lost money 

on securities bought from a bank-affiliated investment company. 

Among them was Giovanna Greco, who understood very little 

English. The investment advisor took out client agreements and 

said he would read them while Greco’s daughter translated. He 

described the securities as “having no risk of loss” and failed to 

mention the arbitration provision contained in the documents. 

He told Greco to sign and assured her they only repeated what he 

already said. (Rosenthal, supra, 14 Cal.4th at p. 427.) These 

statements established “facts sufficient to show . . . fraud in the 

execution . . . [i]n light of [Greco’s] prior relationship with [the 

bank].” (Id. at p. 428.) This contrasted with the experience of 

Greco’s co-plaintiffs who were told only that the agreements 

“were unimportant, or that [they] need not read them.” (Id. at 

p. 424.) The latter statements “[did] not establish any actual 

concealment . . . of the arbitration clause, or any affirmative 

misrepresentations regarding the existence or meaning of an 

arbitration clause in the client agreements.” (Id. at p. 426, italics 

omitted.)

Sufficiency of Showing of Fraud in the Execution

Appellant contends the record contains insufficient 

evidence of fraud even assuming respondents testified truthfully 

and credibly at the evidentiary hearing. The substantial 

evidence standard applies when, as here, the appealed decision is 

based on issues of fact. (Fabian v. Renovate America, Inc. (2019) 

42 Cal.App.5th 1062, 1066.) “‘[W]e must “accept as true all 

evidence and all reasonable inferences from the evidence tending 

to establish the correctness of the trial court’s findings and 
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decision . . . .”’ [Citations.]” (Holley v. Silverado Senior Living 

Management, Inc. (2020) 53 Cal.App.5th 197, 202.)

Signing a document in a language one does not fully 

understand does not bar enforcement of an arbitration agreement

absent fraud. (Ramos, supra, 242 Cal.App.4th at p. 687, citing 

Randas, supra, 17 Cal.App.4th at p. 163.) We therefore look to 

respondents’ undisputed testimony about the circumstances of 

their signing to determine: (1) whether appellant misrepresented 

the Agreements’ terms, and, if so, (2) whether respondents 

reasonably relied on those misrepresentations. (See Rosenthal, 

supra, 14 Cal.4th at p. 419, quoting Lynch v. Cruttenden & Co.

(1993) 18 Cal.App.4th 802, 807 [“‘even in the absence of a 

fiduciary relationship plaintiff’s failure to read a contract is 

excusable where reliance is placed on the misrepresentations of 

the other party’”].) We answer “no” to the first question and need 

not, it follows, reach the second.

We do not quarrel with the trial court’s finding that giving

Spanish-language documents to respondents would have helped 

them (and appellant’s increasingly Hispanophone workforce) to 

better understand what they were signing. Nor are we blind to 

the demographic and socio-economic undercurrents of this and 

other wage and hour disputes, particularly those in occupations 

such as agriculture whose ranks are historically filled by recent 

immigrants and other populations vulnerable to exploitation. It 

remains, however, that “[i]f a party does not speak or understand 

English sufficiently to comprehend a contract in English, it is 

incumbent upon the party to have it read or explained to him or 

her.” (Caballero, supra, 69 Cal.App.5th at pp. 518-519.) The trial 

court’s fraud finding requires first and foremost sufficient 
12

evidence of misrepresentation by appellant. The record here 

contains no such misrepresentations. 

A fellow new hire, not Hanson nor Ballesteros, offered to 

help “interpret” for Barajas, Patricia, and Fuentes. They 

acknowledge he did not translate the Agreements verbatim. 

Unlike plaintiff in Metters, they signed knowing the Agreements 

contained “company policies,” “requirements,” and “clauses” 

relating to their employment with appellant. Barajas and 

Patricia had similar experiences when appellant later promoted

them to full-time positions. Hanson presented them with 

English-language documents but did not provide a translator or 

Spanish versions. He simply flipped through the pages and 

showed them where to sign. Fuentes’s account of his promotion 

meeting with Hanson is similar. The trial court’s finding of fraud 

is based entirely on appellant: (1) failing to give all workers 

employment documents in their native tongues, (2) allowing a 

worker to translate for his co-workers informally, and 

(3) presenting the documents to them in one-on-one meetings 

with Hanson, who then showed where to sign.

Blanca’s testimony likewise provides no evidence appellant 

misrepresented the Agreement. Ballesteros spoke to Blanca in 

Spanish but “did not translate anything” when she signed 

electronically. The following week, when signing the physical 

versions, Ballesteros “avoided” her questions and assured her 

that “[a]ll employees have to sign. It’s nothing bad. Be calm.” 

Such statements do not establish fraud in the inception. (See 

Rosenthal, supra, 14 Cal.4th at pp. 426-427 [“the statements . . .

to the effect the client agreements were merely a formality, or did 

not need to be read, were insufficient, even in light of the parties’ 

relationship, to warrant a finding of fraud in the inception of the 
13

agreements”].) We might conclude differently had appellant 

given Blanca ostensibly complete oral translations (like Greco in 

Rosenthal) or written translations (as in Ramos) that excluded 

the provisions it would later seek to enforce. It did not.

Unconscionability

Respondents also opposed the motion to compel on the 

grounds the Agreements were unconscionable. We decline the 

parties’ request to decide the issue. The trial court limited the 

evidentiary hearing “to the issue of whether [respondents] were 

fraudulently induced into entering into the Arbitration 

Agreements.” We leave to its discretion on remand whether to 

reconsider the motions on this basis or others.

DISPOSITION

The order denying the motions to compel arbitration is 

reversed. The parties shall bear their own costs on appeal.

NOT TO BE PUBLISHED.

CODY, J.

We concur:

GILBERT, P.J.

YEGAN, J.
Tana L. Coates, Judge

Superior Court County of San Luis Obispo

______________________________

Mallison & Martinez, Stan S. Mallison, Hector R. Martinez, 

and Gonzalo Quezada, for Plaintiffs and Respondents.

Roll Law Group, Lisa A. Stilson, Jenna W. Logoluso, and 

Matthew Onyett, for Defendant and Appellant.