Filed 11/17/20 Razon v. Southern California Permanente etc. CA2/7

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SEVEN

REINIER RAZON,

Plaintiff and Appellant,

v.

SOUTHERN CALIFORNIA 

PERMANENTE MEDICAL 

GROUP,

Defendant and Respondent.

 B294103

 (Los Angeles County

 Super. Ct. No. BC656671)

APPEAL from a judgment of the Superior Court of 

Los Angeles County, Holly J. Fujie, Judge. Affirmed.

The Law Office of Caesar S. Natividad and Caesar S. 

Natividad for Plaintiff and Appellant. 

Andrews Lagasse Branch + Bell, Jonathan D. Andrews, 

Joseph E. Pelochino and Ani Mazmanyan for Defendant and 

Respondent. 

________________
2

Reinier Razon sued his former employer Southern 

California Permanente Medical Group (SCPMG) for disability 

discrimination, failure to accommodate and failure to engage in 

the interactive process in violation of the California Fair 

Employment and Housing Act (FEHA) (Gov. Code, 

§ 12900 et seq.). The trial court granted SCPMG’s motion for 

summary judgment and entered judgment in favor of SCPMG, 

ruling Razon’s lawsuit was barred by his written release of all 

claims relating to his employment with SCPMG. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

1. Razon’s Employment and Partial Disability Leave

Razon began working for SCPMG at its Kaiser Sunset 

location as a clinical laboratory scientist on a part-time basis in 

January 2014. He was promoted to overnight manager in 

January 2016, supervising a staff of clinical laboratory scientists 

and phlebotomists. Part of Razon’s responsibilities included 

interacting with union stewards representing the employees 

Razon supervised. 

On May 17, 2016 Razon was involved in a dispute with 

Darren Wallace, the union steward assigned to the clinical 

laboratory scientists under Razon’s supervision. According to 

Razon, Wallace assaulted him. Razon was treated two days later 

at the Kaiser emergency room for anxiety and diagnosed with 

“emotional stress reaction,” which Razon believed was due to his 

encounter with Wallace.1

1 Razon was diagnosed on May 30, 2016 as suffering from 

“anxiety disorder, uncontrolled symptoms,” and on June 7, 2016 

as suffering from “adjustment disorder with mixed anxiety and 

depressed mood.” 
3

On June 6, 2016 Razon was placed on a partial disability 

leave of absence. The doctor’s note permitted Razon to return to 

work but specifically advised he could not work at the Kaiser 

Sunset main laboratory, which was where Wallace worked. No 

other work restrictions were listed. Razon thereafter submitted a 

series of doctor’s notes extending his partial disability leave 

through August 2017. First, on August 9, 2016 the work 

restriction was extended to the entire Kaiser Sunset facility, not 

just the main laboratory, but otherwise authorized Razon’s 

return to work. Next, on September 20, 2016 the doctor wrote, 

“Patient is adamant that he will not return to work at Kaiser 

Sunset due to safety concerns so anticipate this restriction may 

become permanent.” Beginning with the doctor’s note of 

November 17, 2016, the work restriction stated Razon could not 

work at the same Kaiser facility as Wallace or be a supervisor. 

That same restriction appeared in subsequent doctor’s notes 

through August 2017.

Beginning in August 2016 Razon spoke repeatedly with 

Leticia Cervantes, Kaiser’s transitional work coordinator, who 

was responsible for evaluating Razon’s request to transfer from 

the Kaiser Sunset facility where Wallace was assigned. 

Cervantes explained to Razon that under Kaiser’s policies 

temporary work restrictions are only accommodated within the 

employee’s current medical center assignment. None of the 

doctor’s notes submitted by Razon, however, ever indicated his 

work restrictions had become permanent. Razon was advised to 

apply directly for open positions at other facilities within the 

Kaiser system.
4

2. Razon’s FEHA Lawsuit

On April 6, 2017 Razon sued SCPMG, alleging, as a result 

of Wallace’s assault, he had developed a disability “consisting of 

fear and inability to work at the Sunset Kaiser Permanent[e] 

Hospital.” Razon further alleged he had requested that SCPMG 

reassign him to another location in the Kaiser Permanente 

system, but that request was denied. In addition, the complaint 

continued, Razon’s several applications for employment as an 

area laboratory manager or laboratory scientist at other Kaiser 

Permanente locations were denied “because of his disability 

and/or his worker’s compensation claim.” Razon asserted 

three FEHA causes of action based on his “ongoing qualifying 

disability of fear of working at the Kaiser Pemanent[e] Sunset 

facility”: “discrimination based on disability”; “failure to provide a 

reasonable accommodation”; and “failure to engage in an 

interactive discussion to provide reasonable accommodations.”

SCPMG answered the complaint on May 26, 2017 with a 

general denial and asserted 29 affirmative defenses. 

3. Settlement of the Workers’ Compensation Claim and 

Razon’s Voluntary Resignation from SCPMG

Razon filed a workers’ compensation claim in May 2016 for 

injuries (stress and anxiety) arising from his encounter with 

Wallace. That claim was pending when he filed his lawsuit 

against SCPMG in April 2017. 

In March 2018 Razon, acting through counsel, settled his 

workers’ compensation claim for $45,000, as reflected in a 

standard, preprinted compromise and release form signed by 

Razon on March 14, 2018. As a condition of that settlement 

Razon also signed on the same date a voluntary resignation form
5

letter provided to Razon’s attorney by the claims examiner acting 

on behalf of SCPMG.

The voluntary resignation letter signed by Razon declares 

his intention to voluntarily resign from SCPMG, to decline 

modified or alternate employment with SCPMG or other Kaiser 

entities and not to apply for reemployment at Kaiser. The 

document also states it “releases Kaiser from any and all claims, 

known or unknown, which may exist at the time of execution of 

this Agreement, and waives any claim to monetary damages that 

may arise from claims specifically to include, but not limited to, 

all losses, liabilities, damages, and causes of action arising 

directly or indirectly out of the employer-employee relationship. 

This agreement specifically includes causes of action under 

Title VII of the Civil Rights Act of 1964 (race, color, religion, sex 

and national origin discrimination); the Americans with 

Disabilities Act; 29 USC section 62 (age discrimination). 

However, this list is expressly understood by the parities [sic] not 

to be all-inclusive.”2

4. The Summary Judgment Motion and the Court’s Ruling

SCPMG moved on May 4, 2018 for summary judgment, or 

in the alternative summary adjudication, arguing Razon did not 

have a qualifying disability within the meaning of FEHA, 

2 Immediately above the line for Razon’s signature the 

document recited, “By signing this agreement I acknowledge that 

I have read this agreement in its entirety, I understand it, I have 

been given an opportunity to consult with or obtain 

representation from an attorney in connection with this 

Agreement, and consent to all of the agreement provisions are 

given freely, voluntarily and with full knowledge and 

understanding of the agreement’s contents.”
6

SCPMG had engaged in the interactive process with Razon and 

provided him reasonable accommodations and the March 14, 

2018 release signed by Razon barred all claims asserted in the 

lawsuit.

With respect to the release contained in the voluntary 

resignation letter, in his opposition papers Razon argued, in part,

SCPMG had forfeited the defense by failing to allege it as an 

affirmative defense in its answer to the complaint. He also 

asserted the release did not cover his FEHA claims, which were 

known to SCPMG in March 2014 but not specifically identified in 

the release, and the resignation letter and release were 

unenforceable because they lacked independent consideration 

and were, therefore, unconscionable.

After briefing and oral argument the court granted 

SCPMG’s motion for summary judgment, ruling Razon’s action 

was barred in its entirety by the release he had signed. In its 

written order the court found the affirmative defense of waiver, 

pleaded in SCPMG’s answer, was sufficient to permit SCPMG to 

assert the release as a defense to the lawsuit. It also explained 

the case law cited by Razon only requires a release executed as 

part of a workers’ compensation settlement to make reference to 

other civil claims generally; there is no requirement that claims 

be specifically identified to be covered by the release. Finally, the 

court found, by Razon’s own admission, his voluntary resignation 

from SCPMG and the release of all employment-related claims 

were components of the workers’ compensation settlement, thus 

providing any necessary consideration. 

Judgment in favor of SCPMG was entered October 2, 2018. 

Razon filed a timely notice of appeal.
7

DISCUSSION

1. Standard of Review

A motion for summary judgment is properly granted only 

when “all the papers submitted show that there is no triable 

issue as to any material fact and that the moving party is entitled 

to a judgment as a matter of law.” (Code Civ. Proc., § 437c, 

subd. (c); see B.H. v. County of San Bernardino (2015) 62 Cal.4th 

168, 178.) A defendant may move for summary judgment on the 

ground there is an affirmative defense to the action. (Code Civ. 

Proc., § 437c, subds. (o)(2), (p)(2); see Hampton v. County of 

San Diego (2015) 62 Cal.4th 340, 343.) Once the defendant 

establishes all elements of the affirmative defense, the burden 

shifts to the plaintiff to show there is one or more triable issues of 

material fact regarding the defense. (Shiver v. Laramee (2018) 

24 Cal.App.5th 395, 400; Jessen v. Mentor Corp. (2008) 

158 Cal.App.4th 1480, 1484-1485.) 

We review a grant of summary judgment de novo (Samara 

v. Matar (2018) 5 Cal.5th 322, 338) and, viewing the evidence in 

the light most favorable to the nonmoving party (Regents of 

University of California v. Superior Court (2018) 4 Cal.5th 607, 

618), decide independently whether the facts not subject to 

triable dispute warrant judgment for the moving party as a 

matter of law. (Hampton v. County of San Diego, supra, 

62 Cal.4th at p. 347; Schachter v. Citigroup, Inc. (2009) 

47 Cal.4th 610, 618.)

2. The March 2018 Release Barred Razon’s FEHA Claims

Although abandoning his claim the affirmative defense of 

release was not properly pleaded in SCPMG’s answer, Razon 

repeats the other challenges to the enforceability of the release he 

advanced in the trial court. None has merit.
8

a. Voluntary or a condition of the settlement

Initially, in an argument we have some difficulty 

understanding, Razon contends there is a triable issue of fact 

whether his resignation was voluntary or a condition of the 

workers’ compensation settlement. Razon’s argument presents a 

false dichotomy: While in the abstract he perhaps did not want 

to end his employment with SCPMG or Kaiser, Razon admitted 

in his declaration in opposition to summary judgment that he 

agreed to, and signed, the March 14, 2018 voluntary resignation 

letter, which was one of the settlement documents he had 

received from the attorney representing him in the workers’

compensation proceeding.3 There is no disputed issue of fact: 

The evidence unequivocally established the resignation and 

release were made voluntarily and a condition of the settlement.

b. Consideration

Next, Razon contends there is a triable issue of fact 

whether the release was supported by consideration. This 

argument is doubly flawed. First, consideration is not necessary 

for a written release to be enforceable. (Civ. Code, § 1541 [“[a]n 

obligation is extinguished by a release therefrom given to the 

debtor or the released party by the creditor or releasing party, 

3 In his declaration Razon also insisted he did not intend by 

signing the letter to release his FEHA claims. That undisclosed 

intent, however, is irrelevant to our interpretation of the release. 

(Otay Land Co., LLC v. U.E. Limited, L.P. (2017) 15 Cal.App.5th

806, 855 [“‘[a]lthough the intent of the parties determines the 

meaning of the contract . . . , the relevant intent is “objective”—

that is, the objective intent as evidenced by the words of the

instrument, not a party’s subjective intent’”]; see Zissler v. Saville

(2018) 29 Cal.App.5th 630, 644; G & W Warren’s, Inc. v. Dabney

(2017) 11 Cal.App.5th 565, 575.) 
9

upon a new consideration, or in writing, with or without new 

consideration”].)4 Second, as discussed, Razon’s admission his 

resignation from SCPMG and his release of employment-related 

claims were a condition of the workers’ compensation settlement 

establishes any necessary consideration. To be sure, as Razon 

points out, the compromise and release form stated $45,000 was

being paid to settle Razon’s claims for the injuries at issue in the 

workers’ compensation proceeding. Nonetheless, as Razon 

acknowledged, the compromise and release of the workers’

compensation claims and the resignation and release of all other 

employment-related claims were part of a single global 

settlement package; and his execution of the voluntary letter of 

resignation was a condition for resolution of the workers’

compensation claims. SCPMG, which self-insured for workers’

compensation claims, was not obligated to agree to pay Razon 

$45,000 as provided in the form workers’ compensation 

compromise and release. Its agreement to do so conferred a 

benefit on Razon that Razon had no right to receive, one of the 

statutory definitions of consideration. (See Civ. Code, § 1605 

[“[a]ny benefit conferred, or agreed to be conferred, upon the 

promisor, by any other person, to which the promisor is not 

4 Razon asserts we should disregard this well-established 

principle of law because SCPMG argued in the trial court the 

release was supported by consideration without any reference to 

Civil Code section 1541, and the order granting the motion was 

based on a finding of consideration. However, we may affirm 

summary judgment on a ground not relied upon by the trial court 

(Code Civ. Proc., § 437c, subd. (m)(2)), and Razon fails to offer 

any reason Civil Code section 1541 would not apply to the 

March 14, 2018 release. 
10

lawfully entitled, . . . as an inducement to the promisor, is a good 

consideration for a promise”].)5

c. Mutual assent

Noting that SCPMG did not sign the voluntary resignation 

letter, Razon contends there is a triable issue of fact whether 

SCPMG consented to the resignation and release—that is, 

whether there existed the mutual assent required for contract 

formation.6 In determining the existence of mutual consent, 

courts look to the objective, outward manifestations or 

expressions of the parties, that is, “‘the reasonable meaning of 

5 Although, as Razon notes, parol evidence is inadmissible to 

vary or contradict the clear and unambiguous terms of a written, 

integrated contract (Code Civ. Proc., § 1856, subd. (a); Wolf v.

Walt Disney Pictures & Television (2008) 162 Cal.App.4th 1107,

1126), the parol evidence rule does not exclude evidence of “the 

circumstances under which the agreement was made or to which 

it relates, as defined in Section 1860.” (Code Civ. Proc., § 1856, 

subd. (g).) Code of Civil Procedure section 1860, in turn,

provides, “For the proper construction of an instrument, the 

circumstances under which it was made, including the situation 

of the subject of the instrument, and of the parties to it, may also 

be shown, so that the Judge be placed in the position of those 

whose language he is to interpret.” 

6 While mutual assent is necessary for an enforceable 

settlement agreement that includes a release (see, e.g., Timney v. 

Lin (2003) 106 Cal.App.4th 1121, 1126; Weddington Productions,

Inc. v. Flick (1998) 60 Cal.App.4th 793, 811), it is by no means 

clear that, to be effective, a written release, which, as discussed, 

is enforceable without consideration, needs the consent of a 

released party expressly identified in the document. (Cf. Rest.2d 

Contracts, § 284, subd. (1) [“[a] release is a writing providing that 

a duty owed to the maker of the release is discharged 

immediately or on the occurrence of a condition”].) 
11

their words and acts, and not their unexpressed intentions or 

understandings.’” (Bustamante v. Intuit, Inc. (2006) 

141 Cal.App.4th 199, 208.) Here, there is no question that Razon 

gave his assent to the voluntary letter of resignation; he has 

admitted he did. Nor is there any material issue of fact regarding 

SCPMG’s consent. The evidence before the trial court on 

summary judgment established the letter was provided by 

SCPMG’s workers’ compensation claims representative to 

Razon’s counsel during their negotiations of the workers’

compensation settlement. SCPMG’s representative required 

Razon’s agreement to resign his employment and release his

employment-related claims as a condition of the settlement. 

SCPMG and other Kaiser-related entities are expressly identified 

as the beneficiaries of the resignation and release in the 

document itself. The outward manifestation of SCPMG’s 

approval of the resignation and release could not be any clearer.

d. Separate documents

Citing Jefferson v. Department of Youth Authority (2002) 

28 Cal.4th 299 (Jefferson) and Claxton v. Waters (2004) 

34 Cal.4th 367 (Claxton), Razon argues the release set forth in 

his voluntary resignation letter is enforceable only if the letter 

was attached to the preprinted compromise and release form 

used to resolve Razon’s workers’ compensation claims. Neither 

case establishes such a rule.

In Jefferson the Supreme Court held a compromise and 

release executed on a preprinted form in a workers’ compensation 

proceeding that expressly released “all claims and causes of 

action” relating to an injury that also included an attachment 

establishing the parties’ intent to include civil claims within the 

scope of the release barred FEHA claims relating to the same 
12

events that resulted in the injury. (Jefferson, supra, 28 Cal.4th 

at p. 301.) The Court explained that at the time of the workers’ 

compensation settlement the plaintiff “had already filed a 

complaint with the DFEH and therefore not only contemplated 

the possibility of FEHA remedies but was also actively pursuing 

those remedies. Therefore, when she released ‘all claims and 

causes of action’ relating to the injury, she knew, or should have 

known, that her FEHA claim would fall within the scope of that 

broad language.” (Id. at p. 305.)

In Claxton the Supreme Court held an injured worker

executing the standard preprinted form used to settle workers’ 

compensation claims, without more, does not release causes of 

action that are not exclusively subject to the workers’ 

compensation law or within the scope of that law. (Claxton, 

supra, 34 Cal.4th at p. 370.) The Court further held that 

evidence extrinsic to the language of the preprinted workers’ 

compensation compromise and release form could not be used to 

establish the parties intended the preprinted release to extend to 

claims outside the workers’ compensation system. (Id. at p. 377.) 

Emphasizing that those additional causes of action “may be 

the subject of a separate settlement and release” (Claxton, supra, 

34 Cal.4th at p. 370), the Claxton Court referred to the facts in 

Jefferson to explain why this rule was not unfair to the parties: 

“It would be a simple matter for parties who have agreed to settle 

not only workers’ compensation claims but also claims outside the 

workers’ compensation system to execute another document 

expressing that agreement. Thus, execution of the mandatory 

standard preprinted compromise and release form would only 

establish settlement of the workers’ compensation claims; the 

intended settlement of claims outside the workers’ compensation 
13

system would have to be reflected in a separate document. 

(See Jefferson, supra, 28 Cal.4th 299 [attachment to workers’

compensation form documented release of claims outside of

workers’ compensation]; Delaney [v. Superior Fast Freight (1993)]

14 Cal.App.4th [590,] 600 [parties should augment workers’

compensation form to expressly refer to release of claims outside 

of workers’ compensation]”.) (Claxton, at p. 378.)

In an effort to fashion a rule that any intended release of 

claims outside the workers’ compensation system must be 

attached to the preprinted workers’ compensation form, not set 

forth in a separate document, Razon emphasizes that in both 

Jefferson and Claxton the general release language was, in fact,

included in such an attachment. While true, neither case—nor 

any other authority cited by Razon—established attachment as a

requirement. To the contrary, the Claxton Court expressly 

recognized release of the non-workers’ compensation claims could 

be effected through a separate document, independent of the 

workers’ compensation preprinted form. (Claxton, supra, 

34 Cal.4th at pp. 370, 378.) That is exactly what occurred here.

e. Express reference to the FEHA claims

Finally, Razon argues the absence of any express reference 

to his FEHA claims in the release creates a triable issue of fact 

whether the lawsuit, pending at the time the release was 

executed, was included within its scope. The Supreme Court in 

Claxton expressly rejected the need for the specificity that Razon 

suggests: “As is true with settlements in civil actions generally, 

the separate document need not identify precise claims; it would 

be sufficient to refer generally to causes of action outside the 
14

workers’ compensation law ‘in clear and non-technical language.’” 

(Claxon, supra, 34 Cal.4th at p. 378.)7

The release language in Razon’s voluntary resignation

letter clearly encompasses causes of action outside the workers’ 

compensation law and, even more specifically, all claims arising 

directly or indirectly from his employment at SCPMG including 

those involving disability discrimination. Absent any admissible 

extrinsic evidence that Razon intended to exclude his FEHA 

claims from this broad, all-inclusive language, interpretation of 

the release remained a question of law. (See City of Hope

National Medical Center v. Genentech, Inc. (2008) 43 Cal.4th 375, 

395; Garcia v. Truck Ins. Exchange (1984) 36 Cal.3d 426, 439 

[“[i]t is solely a judicial function to interpret a written contract 

unless the interpretation turns upon the credibility of extrinsic 

evidence, even when conflicting inferences may be drawn from 

uncontroverted evidence”]; Hanna v. Mercedes-Benz USA, LLC

(2019) 36 Cal.App.5th 493, 507 [“in the absence of any conflict in 

extrinsic evidence presented to clarify an ambiguity,” written 

agreements are interpreted de novo].) The trial court properly 

interpreted that language to bar Razon’s FEHA lawsuit. 

7 Razon mistakenly quotes language from Lopez v. Sikkema

(1991) 229 Cal.App.3d 31 and Delaney v. Superior Fast Freight, 

supra, 14 Cal.App.4th 590 to argue specific reference to his 

pending FEHA case was required for the release to be effective. 

Both of those cases were analyzing the sufficiency of extrinsic 

evidence to establish the preprinted workers’ compensation form 

release encompassed the plaintiff’s pending civil case. Both were 

expressly disapproved on that point in Claxton, supra, 34 Cal.4th 

at page 379, footnote 2. 
15

DISPOSITION

The judgment is affirmed. SCPMG is to recover its costs on 

appeal. 

PERLUSS, P. J.

We concur:

FEUER, J.

RICHARDSON, J.*

* Judge of the Los Angeles County Superior Court, assigned 

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

California Constitution.