Filed 3/29/19

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION EIGHT

MEL R. BRAVO,

Plaintiff and Respondent,

v.

RADC ENTERPRISES, INC.,

Defendant and Appellant.

 B289506

 Los Angeles County

 Super. Ct. No. BC678060

APPEAL from a judgment of the Superior Court of Los 

Angeles County, Holly E. Kendig, Judge. Affirmed in part and 

reversed in part.

Bleau Fox, Martin R. Fox, Megan A. Childress, and 

Elizabeth M. Martin, for Defendant and Appellant.

Law Offices of Ann A. Hull, Ann A. Hull and Joseph S. 

Socher, for Plaintiff and Respondent.

__________________________
2

This employment case concerns a choice-of-law clause in an 

arbitration agreement. The trial court interpreted the clause to 

mean some but not all individual employment claims must be 

arbitrated. We conclude all of them must be arbitrated.

The facts are simple. RADC Enterprises, Inc. hired Mel R. 

Bravo to manage a store. The parties signed a two-page 

arbitration agreement covering “all disputes” arising from the 

employment relationship. On page two, near the end, the 

agreement added a one-sentence choice-of-law provision: “This 

Agreement shall be governed by and shall be interpreted in 

accordance with the laws of the State of California.” 

After RADC fired him, Bravo sued RADC on individual 

employment claims, as well as on representative claims under 

the Private Attorneys General Act of 2004 (PAGA). RADC moved 

to stay Bravo’s PAGA claims and to compel arbitration on his 

individual claims.

The trial court severed and stayed the PAGA claims. The 

court found RADC engaged in interstate commerce and thus the 

Federal Arbitration Act governed the agreement. But the court 

compelled arbitration for only three of Bravo’s nine individual 

claims, denying the arbitration motion on the remaining six 

individual claims. The logic was that, while the Federal 

Arbitration Act did apply, the choice-of-law sentence meant the 

parties wanted California law to govern their relationship. 

California Labor Code section 229 directs courts to disregard 

agreements to arbitrate wage claims, so the trial court declined to 

send Bravo’s remaining claims to arbitration. (Lab. Code, § 229.) 

On appeal, RADC correctly contends the choice-of-law 

provision did not mean the parties wanted to oust arbitration 

from their arbitration agreement. RADC rightly says the trial 
3

court should have sent all Bravo’s individual claims to 

arbitration.

We independently review contract interpretation where, as 

here, there is no extrinsic evidence about contract meaning and 

the facts are undisputed.

As RADC correctly explains, the choice-of-law clause does 

not remove any arbitration from this arbitration agreement. The 

first textual clue is the title: “ARBITRATION AGREEMENT.” 

This agreement is for arbitration and not against it.

The text of the agreement swiftly announces its objective: 

the parties will arbitrate “any and all disputes” arising from 

Bravo’s employment, “including any claims brought by the 

Employee related to wages” under the California Labor Code. 

The main point of the deal was to arbitrate all employment 

disputes. The parties could not have intended to apply Labor 

Code section 229 to this contract because that section prohibits 

arbitrating wage claims and requires courts to disregard private 

agreements to arbitrate. (Lab. Code, § 229.) Applying this 

California law would contradict the parties’ intent to arbitrate 

“any and all disputes,” including claims “related to wages . . . .” 

Interpreting the choice-of-law provision to negate the 

purpose of the two-page agreement is incorrect. Readers must 

assume legal authors mean to draft texts that cohere. To assume 

otherwise departs from common sense and makes mischief. So 

we read documents to effectuate and harmonize all contract 

provisions. (E.g., Mastrobuono v. Shearson Lehman Hutton, Inc.

(1995) 514 U.S. 52, 63.) Bravo’s interpretation of the choice-oflaw provision in this agreement is untenable because it 

unnecessarily sets one clause in conflict with the rest of the 

agreement. (Id. at p. 64.) 
4

The choice-of-law provision becomes consistent with the 

parties’ intent to arbitrate all disputes when we read “the laws of 

the State of California” to include substantive principles 

California courts would apply, but to exclude special rules 

limiting the authority of arbitrators. (See Mastrobuono, supra,

514 U.S. at pp. 63–64; Preston v. Ferrer (2008) 552 U.S. 346, 363.) 

This arbitration agreement is like the one in Preston v. Ferrer, 

which contained a similar choice-of-law provision. The Supreme 

Court of the United States interpreted that agreement as we 

interpret this one. (Id. at pp. 362–363.) 

The trial court cited Mastick v. TD Ameritrade, Inc. (2012) 

209 Cal.App.4th 1258, 1264, which does not apply here. Mastick

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

That statute is not at issue here. The same goes for Volt 

Information Sciences, Inc. v. Board of Trustees of Leland Stanford 

Junior University (1989) 489 U.S. 468, 471, 475–477. Code of 

Civil Procedure section 1281.2, subdivision (c) permits a court to 

refuse to enforce an arbitration agreement or stay arbitration 

pending resolution of related litigation between a party to the 

arbitration agreement and third parties not bound by it, where 

there is a possibility of conflicting rulings on a common issue of 

law or fact. (Id. at p. 471.) There are no third parties in this 

case. Cases dealing with this third-party statute do not apply 

where there are no third parties.
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DISPOSITION

We affirm part of the trial court’s order and reverse part of 

it. We affirm the part severing the agreement provision 

requiring the parties to arbitrate the PAGA claims. We also 

affirm the order granting RADC’s motion as to three individual 

claims. We reverse the order denying the motion as to the 

remaining six individual claims. RADC is awarded costs on 

appeal. 

WILEY, J.

WE CONCUR:

GRIMES, Acting P. J.

ADAMS, J.*

 

*

Judge of the Los Angeles Superior Court, assigned by the 

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

Constitution.