Filed 4/19/23 Alberto v. Cambrian Homecare CA2/4

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 FOUR

JENNIFER PLAYU ALBERTO,

Plaintiff and Respondent,

v.

CAMBRIAN HOMECARE,

Defendant and Appellant.

 B314192

 (Los Angeles County

 Super. Ct. No. 20STCV41466)

APPEAL from an order of the Superior Court of Los 

Angeles County, Elihu M. Berle, Judge. Affirmed.

Atkinson, Andelson, Loya, Ruud & Romo, Amber S. 

Healy, Neil M. Katsuyama, and Lauren D. Fierro, for 

Defendant and Appellant.

Bibiyan Law Group, David D. Bibiyan, and Diego 

Aviles, for Plaintiff and Respondent.
2

INTRODUCTION

Jennifer Playu Alberto, the respondent, is a former 

employee of appellant Cambrian Homecare. When she was 

hired, Alberto signed a written arbitration agreement.

Alberto brought wage-and-hour claims against 

Cambrian. Cambrian petitioned for arbitration. The trial 

court denied the petition. The trial court found that even if 

the parties had formed an arbitration agreement, the 

agreement had unconscionable terms, terms that so 

permeated the agreement they could not be severed.

We affirm. The agreement, read together—as it must 

be—with other contracts signed as part of Alberto’s hiring, 

contained unconscionable terms. The trial court had

discretion to not sever the unconscionable terms, and to 

refuse to enforce the agreement.

FACTUAL AND PROCEDURAL BACKGROUND1

A. Cambrian Hires Alberto; Alberto Signs 

Agreements

Cambrian hired Alberto on or about September 17, 

2019. That same day, as part of her orientation, a Cambrian 

representative gave her agreements to sign. Three of those 

agreements relate to resolution of potential disputes: a 

“Dispute Resolution Process—Arbitration Agreement,” a 

1 The parties do not materially dispute the facts we describe

here.
3

“Confidentiality Agreement,” and a “Confidentiality 

Agreement Addendum.”

1. Arbitration Agreement

The Arbitration Agreement states that “[a]ny and all 

claims or controversies arising out of Employee’s . . . 

employment . . . or cessation of employment with Cambrian 

shall be resolved through final and binding arbitration.” The 

parties agreed not to “join or consolidate claims submitted 

for arbitration under this Agreement with those of any other 

persons, and that no form of class, collective, or 

representative action” would be maintained without the 

parties’ mutual consent. They “agree[d] that by signing this 

Agreement[,] they have entered into a binding legal 

agreement.” The agreement states that “[t]his Agreement is 

entered into under the Federal Arbitration Act, and shall be 

interpreted and construed in accordance with the law and 

procedures developed under that statute.”

The Arbitration Agreement contains two signature 

blocks, one for “Employee Name Printed” and one for “Paul 

J. Quiroz” as “Managing Director.” Alberto signed the 

Arbitration Agreement in the signature block allotted for 

her. But the signature block for Mr. Quiroz, as “Managing 

Director,” was left blank. 

2. Confidentiality Agreement and 

Addendum

Alberto signed the Confidentiality Agreement and 

Addendum on the same day and as part of the same process 
4

in which she signed the Arbitration Agreement. The 

Confidentiality Agreement states that Alberto may not 

disclose what that agreement calls “trade secrets.” It defines 

such “trade secrets” broadly to include “information of a 

confidential, proprietary or secret nature.” Notably, “[s]uch 

trade secret information includes, but is not limited to, 

compensation and salary data and other employee 

information.” The Confidentiality Agreement required 

Alberto to “acknowledge” that unauthorized use or disclosure 

of Cambrian’s proprietary information “would cause 

irreparable injury to the Company,” and to “consent to the 

order of an immediate injunction, without bond, from any 

court of competent jurisdiction, enjoining and restraining” 

Alberto from “violating or threatening to violate” the 

agreement. The agreement also states that if a dispute 

arises “and a lawsuit is filed, the prevailing party shall be 

entitled to reasonable attorney’s fees and costs.”

The Confidentiality Agreement Addendum requires

Alberto to keep confidential “[a]ll . . . employee information,” 

including, without limitation, their “names . . . , addresses 

and phone numbers.” The Addendum reiterates that 

disclosure of such information would cause “irreparable 

injury” to Cambrian, and that the failure to comply with the 

agreement would entitle Cambrian “to seek injunctive or 

equitable relief as well as monetary damages.” 
5

B. Alberto Files a Complaint; Cambrian 

Demands Arbitration

On October 27, 2020, Alberto filed a complaint, alleging 

multiple wage-and-hour causes of action. On January 4, 

2021, Cambrian asked Alberto to arbitrate her dispute. She

refused and, on January 25, 2021, filed a “First Amended 

Class Action Complaint,” again alleging wage-and-hour 

causes of action, and also alleging she was an “‘aggrieved 

employee’” under the Private Attorneys General Act (PAGA). 

On March 17, 2021, Cambrian petitioned to compel 

arbitration. Cambrian also contended that Alberto had 

waived any class or representative claims. 

On April 7, 2021, Alberto opposed the petition. She 

argued that no arbitration agreement had been formed

because Cambrian had not signed the agreement. She also 

argued that the Arbitration Agreement was “infected with 

both procedural and substantive unconscionability, the taint 

of which cannot be severed or cured.” On April 19, 2021, 

Cambrian replied. 

On April 29, 2021, the trial court considered 

Cambrian’s petition, and asked for additional briefing on the 

issue of whether the Arbitration Agreement delegated the 

determination of the Arbitration Agreement’s validity to an 

arbitrator, not the court. The parties filed supplemental 

briefing. Cambrian initially asked the trial court to decide 

the validity of the waiver of representative action but leave 

for the arbitrator remaining issues concerning the 

Arbitration Agreement’s validity. Ultimately, both 
6

Cambrian and Alberto agreed that the trial court, not the 

arbitrator, should decide all issues concerning the validity of 

the agreement to arbitrate, a stipulation the trial court 

accepted. 

C. The Trial Court Denies Cambrian’s Petition

On June 11, 2021, the trial court denied Cambrian’s 

petition to compel arbitration. The trial court found that 

Cambrian’s failure to sign the Arbitration Agreement meant 

that the parties had not formed an agreement to arbitrate. 

It reasoned that the Arbitration Agreement contained an 

“express[] provision that the parties need[ed] to sign it in 

order [for it] to be binding.” 

The trial court also found the Arbitration Agreement 

unconscionable and unenforceable, even assuming it had 

been formed. It found the agreement procedurally

unconscionable as a contract of adhesion. Recognizing that 

both procedural and substantive unconscionability were 

necessary to avoid enforcing the agreement, the trial court 

found the agreement substantively unconscionable for three 

reasons. First, it noted that the Confidentiality Agreement 

and Addendum, which it found to be part of the “same 

transaction” as the Arbitration Agreement, allowed

Cambrian to obtain injunctive relief in a court to remedy a 

violation of Cambrian’s confidentiality interests, without the 

need to post a bond or demonstrate irreparable injury, even 

as Alberto’s claims against Cambrian were relegated to 

arbitration. Second, the trial court found unconscionable the 
7

Confidentiality Agreement’s prohibition on discussing salary 

information. The trial court reasoned that if Alberto “sought 

to avail herself of her rights under the Labor Code, she 

would be faced with either the inability to discuss or disclose 

salary information with other employees [under] the threat 

of litigation, including potential liability for attorneys’ fees 

and cost[s],” which would “dissuade employees from bringing 

claims individually,” and impede “the ability for employees 

to investigate facts for collective action.” Third, the trial 

court found the agreement’s wholesale waiver of PAGA 

claims unconscionable and against public policy. Based on 

the combination of these three factors, the court found a 

“high degree of substantive unconscionability.” 

The trial court found the entire agreement to arbitrate 

“permeat[ed]” by unconscionability, meaning that the 

unconscionable provisions could not be severed and the 

remainder of the Arbitration Agreement enforced. It noted 

that “standing alone, none of these clauses would necessitate 

a conclusion that the agreement is permeat[ed by] 

unconscionability. However, taken together, such a 

conclusion is required.” Cambrian timely appealed. 

DISCUSSION

A. The Trial Court Did Not Abuse Its Discretion 

in Refusing to Enforce the Agreement

Cambrian, on appeal, contests the trial court’s rulings 

on contract formation and unconscionability. We need not 
8

reach the contract formation issue. Assuming (without 

deciding) that Cambrian and Alberto formed an arbitration 

agreement despite Cambrian’s missing signature, the 

agreement had unconscionable terms. The trial court was 

not required to sever those terms, and therefore was not 

required to enforce the Arbitration Agreement.

1. Unconscionable Terms

(a) Basic principles and standard of 

review

Unconscionable terms in an arbitration agreement 

cannot be enforced. (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 

111, 118.) “[T]he party opposing arbitration bears the 

burden of proving by a preponderance of the evidence any 

defense, such as unconscionability. [Citations.]” (Peng v. 

First Republic Bank (2013) 219 Cal.App.4th 1462, 1468.)

When the facts are not in dispute, this court reviews 

unconscionability de novo. (Pinela v. Neiman Marcus Grp., 

Inc. (2015) 238 Cal.App.4th 227, 241 [reviewing de novo “the 

legal question of unconscionability here, in the first 

instance” when there were “no facts in dispute”].) Here, no 

disputed factual issue bears upon our unconscionability 

analysis. The parties do not dispute the language of the 

relevant agreements. They do not dispute that Alberto was 

required to sign the agreements as a condition of 

employment. Accordingly, our review of Alberto’s 

unconscionability defense is de novo.
9

“‘[U]nconscionability has both a “procedural” and a 

“substantive” element,’ the former focusing on ‘“oppression”’

or ‘“surprise”’ due to unequal bargaining power, the latter on 

‘“overly harsh”’ or ‘“one-sided”’ results. [Citation.] ‘The 

prevailing view is that [procedural and substantive 

unconscionability] must both be present in order for a court 

to exercise its discretion to refuse to enforce a contract or 

clause under the doctrine of unconscionability.’ [Citation.] 

But they need not be present in the same degree. 

‘Essentially a sliding scale is invoked which disregards the 

regularity of the procedural process of the contract 

formation, that creates the terms, in proportion to the 

greater harshness or unreasonableness of the substantive 

terms themselves.’ [Citations.] In other words, the more 

substantively oppressive the contract term, the less evidence 

of procedural unconscionability is required to come to the 

conclusion that the term is unenforceable, and vice versa.’” 

(Armendariz v. Foundation Health Psychcare Services, Inc. 

(2000) 24 Cal.4th 83, 114 (Armendariz).)

The trial court found a low degree of procedural 

unconscionability due to the adhesive nature of the 

agreement. Neither party contests this finding on appeal. 

Therefore, only a high degree of substantive 

unconscionability would render the agreement 

unconscionable. (See, e.g., Ramirez v. Charter 

Communications, Inc. (2022) 75 Cal.App.5th 365, 373, 

review granted June 1, 2022, S273802 [“When, as here, the 

degree of procedural unconscionability is low, the agreement 
10

must be enforced unless the degree of substantive 

unconscionability is high”].) We find that the trial court did 

not err in finding a high degree of substantive 

unconscionability.

(b) Relation of Confidentiality 

Agreement to Arbitration 

Agreement

Cambrian largely concedes that parts of the 

Confidentiality Agreement are substantively unconscionable. 

It argues, however, that unconscionability in the 

Confidentiality Agreement does not matter. According to 

Cambrian, because “the Confidentiality Agreement is not 

part of the Arbitration Agreement . . . any purportedly 

unconscionable provisions in the Confidentiality Agreement 

have no bearing on the enforceability of the Arbitration 

Agreement.” Not so.

“‘Under Civil Code section 1642, it is the general rule 

that several papers relating to the same subject matter and 

executed as parts of substantially one transaction, are to be 

construed together as one contract [citation].’” (IMO 

Development Corp. v. Dow Corning Corp. (1982) 135 

Cal.App.3d 451, 463.) According to that rule, documents 

executed as part of a single transaction are construed 

together, even if they do not expressly refer to one another. 

(Boyd v. Oscar Fisher Co. (1989) 210 Cal.App.3d 368, 378; 

Cadigan v. American Trust Co. (1955) 131 Cal.App.2d 780, 
11

786–787 [“it [is] unnecessary for either instrument to refer to 

the other”].)

Here, we have no difficulty concluding that the 

Arbitration Agreement and the Confidentiality Agreement 

should be read together. They were executed on the same 

day. They were both separate aspects of a single primary 

transaction—Alberto’s hiring. They both governed, 

ultimately, the same issue—how to resolve disputes arising 

between Alberto and Cambrian arising from Alberto’s 

employment. Failing to read them together artificially 

segments the parties’ contractual relationship. Treating 

them separately fails to account for the overall dispute 

resolution process the parties agreed upon.

So, unconscionability in the Confidentiality Agreement 

can, and does, affect whether the Arbitration Agreement is 

also unconscionable. To hold otherwise would let Cambrian

impose unconscionable arbitration terms, and then avoid a 

finding of unconscionability because it put the objectionable 

terms in a (formally) separate document. That is contrary to 

Civil Code section 1642. (See Brookwood v. Bank of America

(1996) 45 Cal.App.4th 1667, 1675–1676 [trial court properly 

considered under Civil Code section 1642 separate 

documents containing arbitration clauses and employment 

contract with no such clause when all documents were part 

of same transaction], abrogated on other grounds by 

Donovan v. Rrl Corp. (2001) 26 Cal.4th 261, 279, as 

recognized in Greif v. Sanin (2022) 74 Cal.App.5th 412, 439.)
12

Cambrian argues the trial court erred by 

“incorporat[ing]” the terms of the Confidentiality Agreement 

into the Arbitration Agreement, citing Troyk v. Farmers 

Group, Inc. (2009) 171 Cal.App.4th 1305, 1331. This 

argument confuses two principles of law. Construing 

different instruments together pursuant to Civil Code 

section 1642 is not the same thing as incorporating them 

into one instrument. (Mountain Air Enterprises, LLC v. 

Sundowner Towers, LLC (2017) 3 Cal.5th 744, 759 [“‘“[J]oint 

execution would require the court to construe the two 

agreements in light of one another; it would not merge them 

into a single written contract”’”].) Cambrian is correct—the 

Arbitration Agreement and the Confidentiality Agreement 

do not incorporate one another. But, since the two 

agreements were part of a single transaction (Alberto’s 

hiring and the dispute resolution procedure applicable to 

Alberto) unconscionability in the Confidentiality Agreement 

is relevant in determining whether the parties’ agreement to 

arbitrate was unconscionable.2 We turn now to that 

question.

2 At oral argument, Cambrian contended that Ahern v. Asset 

Management Consultants, Inc. (2022) 74 Cal.App.5th 675 

supports its position. We disagree. In Ahern, one agreement

lacked an arbitration clause while another agreement contained a 

“narrow” one. (Id. at 689.) Our colleagues in Division Seven 

rejected an argument that Civil Code section 1642 compelled the 

importation of the arbitration clause from one agreement into the 

other, finding that the two separate agreements covered “distinct 

and successive phases” of a real estate transaction, with nothing 

(Fn. is continued on the next page.)
13

(c) Non-mutuality

“‘[T]he paramount consideration in assessing 

conscionability is mutuality.’ [Citation.]” (Davis v. Kozak

(2020) 53 Cal.App.5th 897, 910.) Here, the trial court found 

the Confidentiality Agreement’s injunction provisions made 

the parties’ agreement to arbitrate insufficiently mutual.

The Arbitration Agreement required Alberto to arbitrate all 

of her claims against Cambrian. But the Confidentiality 

Agreement allowed Cambrian to obtain—outside of 

arbitration—an “immediate” injunction for Alberto’s breach 

of Cambrian’s confidentiality requirements. Specifically, the 

Confidentiality Agreement required Alberto to consent to an 

“order of an immediate injunction, without bond, from any 

court of competent jurisdiction, enjoining and restraining” 

Alberto from disclosing confidential or proprietary 

information. It allowed Cambrian to obtain attorney fees if 

it prevailed on such an injunction. An injunction enforcing 

“suggesting arbitration was mandatory” for disputes relating to 

the agreement without an arbitration clause. (Id. at 696.) Here, 

the Confidentiality Agreement and Arbitration Agreements do 

not cover distinct phases of a transaction. Instead, they 

represent the parties’ overall agreement as to how to handle 

dispute resolution in connection with Alberto’s employment. 

Ahern says nothing about the issue before us—whether, when 

there are two separate agreements, both executed on a single day 

as part of an employee’s hiring, and both of which govern dispute 

resolution as part of the overall employment relationship, we 

may conclude the unconscionability in both agreements renders 

the agreement to arbitrate unconscionable. 
14

Cambrian’s confidentiality terms would, of course, 

exclusively benefit Cambrian.

The trial court’s finding was well supported by 

California law. To be sure, provisions that allow employers 

to seek a preliminary injunction outside of arbitration for 

breach of a confidentiality agreement are not, by themselves, 

unconscionable, simply because they primarily benefit 

employers. (Lange v. Monster Energy Co. (2020) 46 

Cal.App.5th 436, 450 [provision allowing employer to seek 

preliminary injunctive relief for breach of confidentiality 

agreement was within legitimate “margin of safety” for 

employer and not unconscionable]; Carbajal v. CWPSC, Inc.

(2016) 245 Cal.App.4th 227, 250 (Carbajal) [right to 

preliminary injunctive relief protected by California 

Arbitration Act].) But additional provisions that waive the 

employer’s need to obtain a bond before seeking an 

injunction, waive the employer’s need to show irreparable 

harm, and require an employee to consent to an immediate 

injunction are unconscionable. They exceed the legitimate 

“margin of safety” for the employer and are not mutual. 

(Lange, supra, 46 Cal.App.5th at 451 [“injunctive relief 

provisions that waive a bond and waive the requirement that 

a party show irreparable harm are substantively 

unconscionable”]; Carbajal, supra, 245 Cal.App.4th at 250 

[“injunctive relief carve-out provision creates further 

substantive unconscionability because it waives the 

requirement that [employer] post a bond to obtain an 

injunction or other equitable relief”]; ibid. [“arbitration 
15

provision lacks mutuality and is substantively 

unconscionable when it authorizes the stronger party to 

obtain injunctive relief without establishing all of the 

essential elements for the issuance of an injunction”].)3 Each 

of those provisions was present here—the Confidentiality 

Agreement and Addendum waived Cambrian’s need to 

obtain a bond before seeking an injunction, required Alberto 

to agree in advance to the existence of irreparable injury,

and required Alberto to consent to the issuance of an 

injunction. Those terms made the injunction provision 

unconscionable.

(d) Discussion of wages

The trial court found the Confidentiality Agreement’s 

prohibition on discussing wages unconscionable. As we 

describe above, the Confidentiality Agreement treated 

“compensation and salary data and other employee 

information” as a supposed “trade secret” that Alberto could 

be enjoined from discussing. Cambrian does not 

meaningfully contest the trial court’s conclusion that this 

provision was unconscionable, arguing only that a case relied 

upon by Alberto (Ting v. AT&T (9th Cir. 2003) 319 F.3d 

1126) is inapposite. 

3 Cambrian attempts to distinguish Lange and Carbajal by 

noting that the carveouts in those cases were set forth in the 

arbitration agreements themselves, not separate documents. 

Because the trial court properly construed the agreements in this 

case in light of each other, this distinction is immaterial.
16

The trial court was correct on this point. The Labor 

Code provides that “No employer may do any of the 

following: [¶] (a) Require, as a condition of employment, that 

an employee refrain from disclosing the amount of his or her 

wages. [¶] (b) Require an employee to sign a waiver or other 

document that purports to deny the employee the right to 

disclose the amount of his or her wages. [¶] (c) Discharge, 

formally discipline, or otherwise discriminate against an 

employee who discloses the amount of his or her wages.” 

(Lab. Code, § 232.) The Confidentiality Agreement on its 

face violated the Labor Code.

A facially illegal provision, in direct contravention of 

the Labor Code, is unconscionable. And the provision was 

not merely illegal or unconscionable in a general sense. It 

was a kind of illegality that directly affected Alberto’s status 

in the arbitration process. As the trial court explained, if 

Alberto “sought to avail herself of her rights under the Labor 

Code, she would be faced with either the inability to discuss 

or disclose salary information with other employees [under] 

the threat of litigation, including potential liability for 

attorneys’ fees and cost[s].” The trial court rightly noted 

that this provision “dissuade[d] employees from bringing 

claims individually,” and impeded “the ability for employees 

to investigate facts” that might be used in a representative 

action, including a PAGA action. The trial court was thus 
17

correct to find the restriction on discussing wages rendered 

the Arbitration Agreement substantively unconscionable.4

(e) PAGA claims

“A PAGA representative action is . . . a type of qui tam 

action,” in which “‘an “aggrieved employee” may bring a civil 

action personally and on behalf of other current or former 

employees to recover civil penalties for Labor Code 

violations.” (Iskanian v. CLS Transportation Los Angeles, 

LLC (2014) 59 Cal.4th 348, 380, 381 (Iskanian).) “‘An 

employee plaintiff suing . . . under the [PAGA] does so as the 

proxy or agent of the state’s labor law enforcement 

agencies.’” (Id. at 380.) 

The Arbitration Agreement provided that “no form of 

class, collective, or representative action” would be 

4 Under the Federal Arbitration Act (“FAA”), issues that go 

to the validity of an underlying contract, as opposed to the 

validity of an arbitration agreement itself, are normally decided 

by an arbitrator, not the court. (See Buckeye Check Cashing, Inc. 

v. Cardegna (2006) 546 U.S. 440, 445–446 [“unless the challenge 

is to the arbitration clause itself, the issue of the contract’s 

validity is considered by the arbitrator in the first instance”].) 

The parties’ briefing does not address the applicability of this 

aspect of the FAA to this case, perhaps because the parties 

stipulated to the court deciding all issues around the validity of 

the agreement to arbitrate. Accordingly, we do not consider how 

this aspect of the FAA might matter to this case, except to note 

that, as we discuss above, the restriction on discussing wages 

here is not merely a generally illegal provision, but an illegal 

provision that directly affects the one-sidedness of the arbitration 

process.
18

maintained without the parties’ mutual consent. Citing 

Iskanian, the trial court found this provision unconscionable 

because it required Alberto to waive her PAGA claims. 

In Iskanian, our Supreme Court held that “an 

employee’s right to bring a PAGA action is unwaivable,” and 

that “a prohibition of representative claims frustrates the 

PAGA’s objectives.” (Iskanian, supra, 59 Cal.4th at 383, 

384.) Our Supreme Court therefore concluded that 

“where . . . an employment agreement compels the waiver of 

representative claims under the PAGA, it is contrary to 

public policy and unenforceable as a matter of state law.” 

(Id. at 384.) In Viking River Cruises, Inc. v. Moriana (2022) 

142 S.Ct. 1906, 1914, decided after the trial court’s ruling, 

the United States Supreme Court found a different part of

Iskanian’s interpretation of PAGA preempted by the FAA. 

But the United States Supreme Court did not disturb 

Iskanian’s holding that a blanket PAGA waiver is 

unconscionable under California law. Rather, the United 

States Supreme Court found that, insofar as Iskanian

invalidated a provision for being “a wholesale waiver of 

PAGA claims, . . . that aspect of Iskanian is not preempted 

by the FAA.” (Viking River Cruises, supra, 142 S.Ct. at 

1924–1925.) Although the trial court did not have the 

benefit of Viking River Cruises when it ruled, that opinion 

would not have changed the outcome. Both before and after 

Viking River Cruises, blanket waivers of PAGA claims are 

unconscionable. Therefore, the trial court’s ruling on this 

issue was correct.
19

2. Severance

Thus, we affirm the trial court’s finding that the three 

provisions it identified—the non-mutual confidentiality 

injunction provisions, the prohibition on discussion of wages, 

and the prohibition on representative and PAGA claims—

contained a high degree of substantive unconscionability. 

We next determine whether the trial court acted properly 

when it refused to sever these provisions from the rest of the 

parties’ agreement to arbitrate.

Unlike our de novo review of Alberto’s 

unconscionability defense, the decision on whether to sever 

unconscionable terms from an agreement is “reviewed for 

abuse of discretion” under Civil Code section 1670.5. 

(Lhotka v. Geographic Expeditions, Inc. (2010) 181 

Cal.App.4th 816, 821, 826.) “‘A ruling amounts to an abuse 

of discretion when it exceeds the bounds of reason, and the 

burden is on the party complaining to establish that 

discretion was abused.’” (Workman v. Colichman (2019) 33 

Cal.App.5th 1039, 1056.) In the context of severing 

unconscionable provisions from an arbitration agreement, 

“the strong legislative and judicial preference is to sever the 

offending term and enforce the balance of the agreement: 

Although ‘the statute appears to give a trial court some 

discretion as to whether to sever or restrict the 

unconscionable provision or whether to refuse to enforce the 

entire agreement[,] . . . it also appears to contemplate the 

latter course only when an agreement is “permeated” by 

unconscionability.’ [Citation.]” (Roman v. Superior Court
20

(2009) 172 Cal.App.4th 1462, 1477–1478, quoting 

Armendariz, supra, 24 Cal.4th at 122.)

Here, the trial court concluded that, although none of 

the unconscionable provisions on their own “would 

necessitate a conclusion that the agreement is permeat[ed 

by] unconscionability . . . taken together, such a conclusion is 

required.” Based on the finding that severance was not 

possible and unconscionability “permeat[ed]” the Arbitration 

Agreement, the trial court refused to enforce it. 

We find that the trial court’s determination that the 

agreement was permeated by unconscionability, while not 

required, was within its discretion. One factor weighing 

against severance is when “the arbitration agreement 

contains more than one unlawful provision.” (Armendariz, 

supra, 24 Cal.4th at 124.) As discussed above, three aspects 

of the agreements are unconscionable: the carve-outs 

permitting Cambrian to obtain an injunction from the courts 

on one-sided terms on matters more significant to Cambrian 

while relegating the claims most significant to Alberto to 

arbitration, the illegal prohibition on Alberto discussing her 

wages, and the waiver of PAGA claims. Taken together, the 

trial court could have reasonably concluded that “[s]uch 

multiple defects indicate a systematic effort to impose 

arbitration on an employee not simply as an alternative to 

litigation, but as an inferior forum that works to the 

employer’s advantage.” (Ibid.) Thus, the trial court’s finding 

that unconscionability permeated the arbitration agreement 

as a whole and its refusal to sever the unconscionable 
21

provisions was a reasonable exercise of its discretion. The 

trial court was not required to sever the offending provisions 

and enforce the remainder of the Arbitration Agreement.

DISPOSITION

The trial court’s order denying arbitration is affirmed. 

Respondent is awarded her costs on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

DAUM, J. *

We concur: 

COLLINS, J.

CURREY, Acting P.J.

* Judge of the Los Angeles Superior Court, assigned by the 

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

Constitution.