Filed 3/13/24 Gooden v. Astrix Technology CA2/2

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

TONI A. GOODEN,

Plaintiff and Respondent,

v.

ASTRIX TECHNOLOGY, LLC,

Defendant and Appellant.

 B326835

 (Los Angeles County

 Super. Ct. No. 21STCV45436)

APPEAL from an order of the Superior Court of Los 

Angeles County, Maren E. Nelson, Judge. Affirmed.

DTO Law, Justin T. Goodwin, Erik P. Mortensen and 

Marisol Ramirez for Defendant and Appellant.

Bibiyan Law Group, David D. Bibiyan and Henry G. Glitz 

for Plaintiff and Respondent.

_______________________
2

Defendant and appellant Astrix Technology, LLC (Astrix), 

appeals the trial court’s order denying its motion to compel

arbitration. We find no error and affirm the order.

BACKGROUND

There are two agreements involving Astrix and plaintiff 

and respondent Toni Gooden concerning Gooden’s employment 

claims: an April 30, 2021 contingent worker agreement to which 

Astrix, Gooden, and Gilead Sciences, Inc. (Gilead), are parties; 

and a May 11, 2021 employment agreement, involving only 

Astrix and Gooden.

Astrix is a company that places contingent workers in 

science-based companies. Gooden was hired by Astrix for a 

temporary assignment at Kite Pharma, Inc. (Kite), a Gilead 

subsidiary. Before beginning the assignment, Gooden was 

required to sign Gilead’s contingent worker agreement that 

included binding arbitration for disputes involving a “Worker and 

Gilead or their related parties.” The agreement was attached to 

an email sent to Gooden. Astrix contends Gooden signed the 

agreement via DocuSign on April 30, 2021.

Gooden’s lawsuit against Astrix

Gooden’s employment with Astrix lasted until October

2021. Subsequently she sued Astrix and others for various Labor 

Code violations. The claims were brought on behalf of Gooden 

and a putative class. After dismissing the other defendants from 

her suit, Gooden filed a first amended complaint solely against 

Astrix.

Astrix filed a motion to compel arbitration based on the 

April 30, 2021 contingent worker agreement. Astrix admitted it 

lacked a copy signed by Gooden and, instead, offered a form 

agreement and testimony from individuals who stated they had 
3

searched for a signed copy without success. Gooden challenged 

this evidence and claimed she never signed the contingent worker 

agreement and further argued the May 11, 2021 employment 

agreement with Astrix superseded any other agreement. The 

employment agreement does not mention arbitration and 

includes an integration clause asserting it to be the entire 

agreement between the parties that supersedes all prior 

agreements.

The trial court denied Astrix’s motion to compel arbitration, 

finding Astrix failed to establish the existence of a valid 

agreement to arbitrate. It also determined the subsequent 

employment agreement superseded any prior agreement.

Astrix filed a timely notice of appeal.

CONTENTIONS ON APPEAL

Astrix challenges the order on three grounds: the trial court 

erred by excluding secondary evidence of the arbitration 

agreement; arbitration could be compelled based on agency 

principles and equitable estoppel; and it was error to conclude the 

subsequent employment agreement superseded the prior 

arbitration agreement.

DISCUSSION

I. Applicable law and standard of review

“Generally, the standard of review applicable to the denial 

of a petition to compel arbitration is determined by the issues 

presented on appeal [citation]. To the extent the denial relies on a 

pertinent factual finding, we review that finding for the existence 

of substantial evidence. [Citation.] In contrast, to the extent the 

denial relies on a determination of law, we review the trial court’s 
4

resolution of that determination de novo.” (Bautista v. Fantasy 

Activewear, Inc. (2020) 52 Cal.App.5th 650, 655.)

Finally, when an order denying a motion to compel 

arbitration is based on the trial court’s finding that the petitioner 

failed to carry its burden of proof, the reviewing court must 

determine whether that finding was erroneous as a matter of law. 

(Trinity v. Life Ins. Co. of North America (2022) 78 Cal.App.5th 

1111, 1121 (Trinity).) “‘“Specifically, the question becomes 

whether the appellant’s evidence was (1) ‘uncontradicted and 

unimpeached’ and (2) ‘of such a character and weight as to leave 

no room for a judicial determination that it was insufficient to 

support a finding.’”’” (Ibid.)

II. The employment agreement supersedes the earlier 

agreement to arbitrate

Astrix argues it was error to find the employment 

agreement superseded the agreement to arbitrate contained in 

the contingent worker agreement. We disagree.

A. The employment agreement is the final and 

complete expression of Gooden’s employment 

with Astrix

“‘“The basic goal of contract interpretation is to give effect 

to the parties’ mutual intent at the time of contracting. 

[Citations.] When a contract is reduced to writing, the parties’

intention is determined from the writing alone, if possible. 

[Citation.]” [Citation.] “The words of a contract are to be 

understood in their ordinary and popular sense . . . .”’” (Grey v. 

American Management Services (2012) 204 Cal.App.4th 803, 806-

807 (Grey).)

“The court determines whether the parties intended the 

contract to be a final and complete expression of their agreement. 

[Citation.] ‘The crucial issue in determining whether there has 
5

been an integration is whether the parties intended their writing 

to serve as the exclusive embodiment of their agreement. The 

instrument itself may help to resolve that issue.’ [Citation.] The 

existence of an integration clause is a key factor in divining that 

intent. [Citation.] ‘This type of clause has been held conclusive on 

the issue of integration, so that parol evidence to show that the 

parties did not intend the writing to constitute the sole 

agreement will be excluded.’” (Grey, supra, 204 Cal.App.4th at

p. 807.)

For example, when a provision states the contract is the 

entire agreement between the parties and supersedes all prior 

understandings, it means the parties intended the contract to be 

the final and exclusive embodiment of their agreement. (Grey, 

supra, 204 Cal.App.4th at pp. 807-808.)

Here, the employment agreement was intended to express 

the parties’ understanding of the terms of Gooden’s employment. 

Gooden received the document as part of an “on-boarding” 

package from Astrix. The details of her work, compensation, 

benefits, and termination of employment were included. There 

was also a noncompete clause, details on the parties’ rights to use

litigation, and a waiver of the statute of limitations.

Section 17 of the agreement included the following: “This 

Agreement and any riders hereto (if any) shall constitute the 

entire agreement between the parties. This Agreement 

supersedes any statements, agreements, or representations made 

prior to or contemporaneously herewith. Any amendments or 

modifications must be in writing to be effective.”

Thus establishing the agreement was the entire agreement 

between the parties and superseded any prior statements, 

agreements, or representations. It is conclusive on the issue of 

integration and shows Astrix and Gooden intended the 
6

employment agreement to serve as the exclusive embodiment of 

their agreement on their relationship.

B. The earlier agreement to arbitrate was 

superseded as to Astrix

A final, integrated contract “may not be contradicted by 

evidence of a prior agreement or of a contemporaneous oral 

agreement.” (Code Civ. Proc., § 1856, subd. (a).) The parol 

evidence rule “generally prohibits the introduction of extrinsic 

evidence—oral or written—to vary or contradict the terms of an 

integrated written instrument.” (EPA Real Estate Partnership v.

Kang (1992) 12 Cal.App.4th 171, 175 (EPA Real Estate).)

Here, the employment contract was the final and exclusive 

embodiment of Astrix and Gooden’s agreement, superseding all 

prior agreements, including the contingent worker agreement. As 

a result, Astrix was precluded from using extrinsic evidence to 

vary the terms of the employment agreement by adding an 

agreement to arbitrate any claims Gooden may have against 

Astrix.

C. Only Astrix’s and Gooden’s obligations were 

superseded

Astrix argues the employment agreement between Astrix 

and Gooden cannot supersede the prior agreement among Astrix, 

Gooden, and Gilead. However, that is not what occurred. The 

employment agreement did not supersede the entire contingent 

worker agreement. Instead, the employment agreement 

superseded only the promises Astrix and Gooden made to each 

other within the contingent worker agreement.

Astrix offers no legal authority to support its position 

parties cannot use a later agreement to supersede their 

obligations to each other. Freedom of contract is an important 

principle in California law. (Eminence Healthcare, Inc. v. Centuri 
7

Health Ventures, LLC (2022) 74 Cal.App.5th 869, 880 [“The policy 

favoring arbitration does not override the parties’ freedom of 

contract.”]) As a result, Astrix and Gooden have the freedom to 

contract away rights or obligations they had to each other under 

the contingent worker agreement, including the right to arbitrate 

employment disputes.

Section 17 of the employment agreement clearly states it is 

the entire agreement between Astrix and Gooden. It did not alter 

any obligations either of them had with Gilead contained in the 

contingent worker agreement. The employment agreement 

superseded only the obligations Astrix and Gooden had to each 

other.

Furthermore, an agreement to arbitrate is particularly 

capable of being separated from a prior agreement and 

superseded by a subsequent agreement, as arbitration 

agreements must be viewed as “‘“separable”’ from other portions 

of a contract.” (Rosenthal v. Great Western Fin. Securities Corp. 

(1996) 14 Cal.4th 394, 416.) Being viewed as “separable,” the 

agreement to arbitrate could be superseded without affecting the 

rest of the contingent worker agreement.

D. Agency and equitable estoppel arguments not 

applicable

Astrix argues it should still be able to enforce the 

agreement to arbitrate through its status as an agent of Gilead or 

under the doctrine of equitable estoppel. Astrix offers no legal 

authority for this claim to obtain via a contract that expressly 

agreed was superseded by a subsequent agreement.

Instead, Astrix relies on authority holding that a 

nonsignatory may obtain the benefits of arbitration as an agent of 

a signatory. (Berman v. Dean Witter & Co., Inc. (1975) 44 

Cal.App.3d 999, 1004.) Or a nonsignatory may compel arbitration 
8

when a signatory’s claims arise out of and are related directly to 

the written agreement containing the arbitration clause. (Garcia 

v. Pexco, LLC (2017) 11 Cal.App.5th 782, 786.) The facts in 

Garcia involve a similar employment relationship. An employee 

of a staffing agency was assigned to work for Pexco, LLC. When 

the employee made Labor Code claims against Pexco, LLC, these 

claims were subject to arbitration because, even though Pexco, 

LLC, did not sign an arbitration agreement, the employee’s 

claims were “intimately founded in and intertwined with” the 

employee’s employment contract with the staffing agency that 

contained binding arbitration provisions. (Id. at pp. 787-788.)

This authority is inapposite as they identify principles for 

situations when parties may enforce an arbitration agreement 

they did not sign. Here, Astrix was a signatory to the contingent 

worker agreement (containing the arbitration provision) and 

could have enforced any right to arbitration in that way. 

However, Astrix subsequently entered into the employment 

agreement as the final and exclusive embodiment of Gooden’s 

employment. Thus, Astrix contracted away its right to arbitrate.

Further, Astrix is prohibited from using extrinsic evidence, 

such as the contingent worker agreement, to vary or contradict 

the terms of the integrated employment agreement. (EPA Real 

Estate, supra, 12 Cal.App.4th at p. 175.) This principle bars 

Astrix from enforcing the arbitration agreement under an agency 

or equitable estoppel theory because that would vary the terms of 

the employment agreement, which does not contain an 

arbitration requirement.

1

1 In addition to these grounds, there was a discussion in oral 

argument that equitable estoppel does not apply because Gooden 

did nothing inequitable. “‘Equitable estoppel precludes a party 

from asserting rights “he otherwise would have had against 
9

Therefore, the trial court’s interpretation of the 

employment agreement as superseding the right of Astrix to seek 

arbitration under the contingent worker agreement was correct, 

and since the employment agreement did not require arbitration 

of employment disputes, Astrix’s motion to compel arbitration 

was properly denied.2

DISPOSITION

The trial court’s order is affirmed. Respondent is awarded 

her costs of appeal.

________________________

CHAVEZ, J.

We concur:

______________________________ ________________________

ASHMANN-GERST, Acting P. J. HOFFSTADT, J.

another” when his own conduct renders assertion of those rights 

contrary to equity.’” (Metalclad Corp. v. Ventana Environmental 

Organizational Partnership (2003) 109 Cal.App.4th 1705, 1713,

italics added.) Here, Gooden notes Astrix agreed the employment 

agreement was the final and only agreement between them 

concerning her employment. There is nothing “contrary to equity” 

in her assertion that Astrix contracted away its right to arbitrate.

This is not further grounds to allow Astrix to use equitable 

estoppel.

2 Astrix also contends the trial court erred by excluding its

evidence that Gooden signed the contingent worker agreement. 

As this does not identify any ground to reverse the superseded 

contingent workers agreement, we decline to address this issue.