Filed 5/14/21 Quiroz v. World Variety Produce CA2/7

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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has not been certified for publication or ordered published for purposes of rule 8.1115.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 SEVEN

JUAN ANTONIO QUIROZ,

Plaintiff and Respondent,

v.

WORLD VARIETY PRODUCE, 

INC. et al.,

Defendants and Appellants.

 B303012

 (Los Angeles County

Super. Ct. No. 19STCV07024)

APPEAL from an order of the Superior Court of Los 

Angeles County. Michelle Williams Court, Judge. Affirmed.

Michelman & Robinson, Reuben A. Ginsburg, and Mona Z. 

Hanna for Defendants and Appellants. 

Lavi & Ebrahimian, N. Nick Ebrahimian, Jordan D. Bello,

and Tielle Shue; The deRubertis Law Firm and David M. 

deRubertis for Plaintiff and Respondent.
2

INTRODUCTION

Juan Antonio Quiroz sued his prior employer, World 

Variety Produce, Inc., and its owner, Joe Hernandez (collectively, 

World Variety), for various wage and hour violations. The trial 

court denied World Variety’s motion to compel arbitration, ruling 

World Variety failed to prove that Quiroz, by signing a form 

acknowledging receipt of an employee handbook that included a 

section containing an arbitration agreement, agreed to arbitrate 

his claims. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

A. Quiroz Sues World Variety

In March 2019 Quiroz filed this action against World 

Variety, a produce distributor. Quiroz alleged that World Variety 

employed him from 1985 to 2018 as a “buyer,” a position that

involved “routine” work such as “travel[ling] to various regions of 

Mexico, collect[ing] certifications from farmers,” and taking

“photos of the field and produce,” but that World Variety 

misclassified him as an exempt employee for purposes of the 

California Labor Code. Quiroz also alleged World Variety failed 

to transfer or pay the value of shares of stock the company owed 

him. Quiroz asserted causes of action for violations of Labor 

Code provisions governing wages, wage statements, and meal 

and rest breaks; a cause of action for breach of contract; and a 

cause of action for unfair competition. 
3

B. World Variety Moves To Compel Arbitration

World Variety filed a motion to compel arbitration, 

attaching its employee handbook from August 2017. The 

handbook had nine sections, including one titled “Arbitration 

Agreement.” This section stated, among other things, the 

employee and World Variety agree to arbitrate all “disputes 

arising out of, relating to, and/or in connection with [the 

employee’s] employment.” The final page of the arbitration 

section stated: “ENTERING THIS AGREEMENT IS NOT A 

CONDITION OR REQUIREMENT OF EMPLOYMENT AND/OR 

CONTINUED EMPLOYMENT. EMPLOYEE UNDERTSANDS 

THAT BY SIGNING BELOW, EMPLOYEE GIVES UP ALL 

RIGHTS TO A JURY TRIAL . . . AS TO CLAIMS COVERED BY 

. . . THIS AGREEMENT.” The last page of the arbitration 

section included over half a page of blank space where the 

employee could sign, but there was no printed signature line.

The last page of the handbook was a form titled “Receipt of 

Employee Handbook.” The form included six bullet points, 

followed by a printed signature line at the bottom of the page. 

One bullet point stated the employee “is responsible for 

understanding and complying with the policies and procedures”

in the handbook, while another bullet point similarly stated the 

employee “agree[s] to read and abide by the policies in the 

Handbook.” The handbook receipt form, however, did not state

that the employee agrees to arbitration or that the employee 

agrees to the terms described in the arbitration section of the 

handbook.

World Variety also submitted a copy of a handbook receipt 

form signed by Quiroz in August 2017 and argued Quiroz agreed 

to the terms described in the arbitration section of the handbook 
4

by signing the handbook receipt form. Quiroz argued in 

opposition to the motion he did not agree to the arbitration 

agreement when he signed the form. He also submitted a 

declaration stating that, when World Variety originally gave him 

the handbook, he did not sign the receipt form. World Variety

subsequently told Quiroz to go to the office of Janene Allen, the 

company’s Senior Director of Human Resources. Allen gave

Quiroz a copy of the receipt form—not the entire handbook (or 

the arbitration section). Quiroz signed the form acknowledging 

he received the handbook. 

C. The Trial Court Denies the Motion

The trial court denied World Variety’s motion to compel 

arbitration, ruling World Variety failed to meet its burden to

prove Quiroz agreed to arbitrate his claims. The court ruled the 

signed handbook receipt form did not demonstrate Quiroz agreed 

to arbitrate his claims because the form “does not address the 

issue of arbitration at all.” The court also stated that, while “the 

arbitration provision in the handbook clearly state[s] that 

arbitration is not mandatory,” the evidence was that, after Quiroz 

received the handbook, “signing the acknowledgement of receipt 

of the handbook was mandatory.” World Variety timely 

appealed. 

DISCUSSION

A. Applicable Law and Standard of Review

“‘Whether an agreement to arbitrate exists is a threshold 

issue of contract formation and state contract law.’” (Cohen v. 

TNP 2008 Participating Notes Program, LLC (2019) 
5

31 Cal.App.5th 840, 859; see Avila v. Southern California 

Specialty Care, Inc. (2018) 20 Cal.App.5th 835, 843-844.) “The 

party seeking arbitration bears the burden of proving the 

existence of an arbitration agreement . . . .” (Pinnacle Museum 

Tower Assn. v. Pinnacle Market Development (US), LLC (2012)

55 Cal.4th 223, 236 (Pinnacle); accord, Garcia v. KND 

Development 52, LLC (2020) 58 Cal.App.5th 736, 743-744; Swain 

v. LaserAway Medical Group, Inc. (2020) 57 Cal.App.5th 59, 

65-66.) “‘When “the language of an arbitration provision is not in 

dispute,”’” and “‘“no conflicting extrinsic evidence is introduced to 

aid the interpretation of an agreement to arbitrate, the Court of 

Appeal reviews de novo a trial court’s ruling on a petition to 

compel arbitration.”’” (Esparza v. Sand & Sea, Inc. (2016) 

2 Cal.App.5th 781, 787 (Esparza); accord, Brinkley v. Monterey 

Financial Services, Inc. (2015) 242 Cal.App.4th 314, 325; see

Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 866

[where there is “no conflict in the extrinsic evidence,” we “make 

an independent determination of the meaning of the contract”].)

“Although both California and federal law recognize the 

important policy of enforcing arbitration agreements” (Cruz v. 

PacifiCare Health Systems, Inc. (2003) 30 Cal.4th 303, 313), that 

policy “is based on the assumption that ‘parties have elected to 

use [arbitration] as an alternative to the judicial process’”; 

therefore, the policy “does not extend to those who . . . have not 

consented to arbitration” (Berglund v. Arthroscopic & Laser 

Surgery Center of San Diego, L.P. (2008) 44 Cal.4th 528, 539; see 

Garcia, at p. 744 [“‘“public policy in favor of arbitration does not 

extend to those who are not parties to an arbitration 

agreement”’”]). 
6

B. Quiroz Did Not Agree To Arbitrate His Claims by 

Signing the Receipt Form

“In California, ‘[g]eneral principles of contract law 

determine whether the parties have entered a binding agreement 

to arbitrate.’” (Pinnacle, supra, 55 Cal.4th at p. 236; accord, 

Martinez v. BaronHR, Inc. (2020) 51 Cal.App.5th 962, 967; see 

Lamps Plus, Inc. v. Varela (2019) ___ U.S. ___, ___ [139 S.Ct. 

1407, 1415, 203 L.Ed.2d 636] [under the Federal Arbitration Act, 

courts ordinarily enforce arbitration agreements “by relying on 

state contract principles”]; Sandquist v. Lebo Automotive, Inc.

(2016) 1 Cal.5th 233, 244 [“‘When deciding whether the parties 

agreed to arbitrate a certain matter,’” courts generally “‘apply 

ordinary state-law principles that govern the formation of 

contracts.’”].) As with any contract, “‘[a]n essential element’” of

an arbitration agreement “‘is the consent of the parties, or 

mutual assent.’” (Martinez, at p. 967; see Esparza, supra,

2 Cal.App.5th at pp. 787-788.) “‘Mutual assent is determined 

under an objective standard applied to the outward 

manifestations or expressions of the parties, i.e., the reasonable 

meaning of their words and acts, and not their unexpressed 

intentions or understandings.’” (Martinez, at p. 967; accord,

Esparza, at p. 788.) 

We first consider the language of the handbook and receipt 

form to determine whether Quiroz agreed to arbitrate his claims. 

(See Civ. Code, §§ 1638, 1639; State of California v. Continental 

Ins. Co. (2012) 55 Cal.4th 186, 195; Martinez v. BaronHR, Inc., 

supra, 51 Cal.App.5th at p. 967.) We consider the handbook “as a 

whole, and interpret contested provisions in their context, not in 

isolation, with the aim of giving effect to all provisions, if doing so 

is reasonably possible.” (Camacho v. Target Corp. (2018) 
7

24 Cal.App.5th 291, 306; see Civ. Code, § 1641; Mitri v. Arnel 

Management Co. (2007) 157 Cal.App.4th 1164, 1170; Romo v. Y-3 

Holdings, Inc. (2001) 87 Cal.App.4th 1153, 1158.) If “the 

meaning a layperson would ascribe to contract language is not 

ambiguous, we apply that meaning.” (AIU Ins. Co. v. Superior 

Court (1990) 51 Cal.3d 807, 822; see Cuenca v. Cohen (2017) 

8 Cal.App.5th 200, 222; RealPro, Inc. v. Smith Residual Co., LLC

(2012) 203 Cal.App.4th 1215, 1221.) 

Considering the language of the handbook as a whole, we 

conclude Quiroz did not agree to arbitrate his claims. As World 

Variety points out, the final page of the arbitration section stated

that an employee could agree to arbitration “by signing below,”

and although Quiroz did not sign below on that page, he did sign 

the handbook receipt page, which was at the end of the handbook 

and after the arbitration section, and therefore technically 

(although not immediately) “below.” But the language of the 

receipt page shows Quiroz did not agree to the arbitration terms 

by signing the receipt page. The receipt form was titled “Receipt 

of Employee Handbook,” indicating that the primary purpose of 

signing the form was, as Quiroz contends, to acknowledge that he 

received the handbook, not that he agreed to arbitration. (See 

Building Maintenance Service Co. v. AIL Systems, Inc. (1997) 

55 Cal.App.4th 1014, 1030 [to interpret contracts we give

“‘consideration to the ordinary meaning of the words used 

[citation] together with the subject matter heading’”]; Myers 

Buldings Industries, Ltd. v. Interface Technology, Inc. (1993) 

13 Cal.App.4th 949, 974 [same].) The receipt form did not say 

Quiroz was agreeing to arbitration.

The receipt form also required Quiroz to make several 

acknowledgments, but none of those acknowledgments referred to 
8

the arbitration agreement. Generally, where an employee signs a 

form acknowledging receipt of a handbook, “‘[t]o support a 

conclusion that an employee has relinquished his or her right to 

assert an employment-related claim in court,” at “a minimum, 

there should be a specific reference to the duty to arbitrate 

employment-related disputes in the acknowledgment of receipt 

form signed by the employee . . . .’” (Esparza, supra, 

2 Cal.App.5th at p. 791; accord, Sparks v. Vista del Mar Child &

Family Services (2012) 207 Cal.App.4th 1511, 1522.) Here, the 

form required Quiroz to acknowledge that he received the 

handbook, that World Variety had the right to modify the 

handbook, that Quiroz had the right to discuss the handbook 

with his supervisor or human resources personnel, and that the 

handbook did not limit the at-will nature of the employment. But 

“[c]onspicuously absent from the acknowledgment receipt form 

[was] any reference to an agreement by the employee to abide by 

the employee handbook’s arbitration agreement provision.” 

(Mitri v. Arnel Management Co., supra, 157 Cal.App.4th at 

p. 1173.)

It is true, as World Variety repeatedly mentions, one of the 

bullet points on the receipt page made a passing reference to 

arbitration, but it did not state the employee agreed to 

arbitration by signing the receipt page. The bullet point stated 

the employee “understand[s] that the company has the right to 

modify, amend, or withdraw any and all of the policies and 

procedures described in this Employee Handbook at any time, 

with or without cause, except . . . any arbitration agreement I 

may have with the company.” But this language supports 

Quiroz, not World Variety. By referring to any arbitration 

agreement the employee may have with the company, the receipt 
9

form assumes and suggests the employee is not agreeing to 

arbitrate any claims by signing the form. Had the parties 

intended the receipt form to be an arbitration agreement, any 

reference to arbitration should have clearly stated the employee 

was agreeing to arbitration. (See Esparza, supra, 2 Cal.App.5th 

at p. 790 [“‘“absent a clear agreement to submit disputes to 

arbitration, courts will not infer that the right to a jury trial has 

been waived”’”].)

The receipt form included bullet points stating the 

employee agreed to comply with the “policies” and “procedures” in 

the handbook, which, according to World Variety, included the 

arbitration terms. Again, the language of the handbook does not 

support World Variety’s position. First, the handbook used 

different language when describing the arbitration agreement 

and describing the company’s policies and procedures. (See, e.g.,

Romo v. Y-3 Holdings, Inc., supra, 87 Cal.App.4th at p. 1159 

[court’s conclusion the employee did not agree to arbitrate claims 

by signing a handbook receipt form was “based upon the 

disparate language between [the arbitration section] and the 

remaining portions of the employee handbook”].) The arbitration 

section referred to the arbitration terms as an “agreement,” not a 

policy or procedure; in fact, the arbitration section did not use the 

term “policy” or “procedure.” On the other hand, the handbook 

contained sections titled “Employment Policies” and “Wage and 

Salary Policies,” and regularly used the terms “policy” and 

“policies” to refer to other (non-arbitration) provisions in the 

handbook. 

Second, the arbitration section, unlike the policies 

described elsewhere in the handbook, stated that agreeing to 

arbitration was not a mandatory condition of employment. For 
10

example, the handbook included mandatory policies and 

prohibitions concerning how employees may use company cell 

phones, computers, and email, and how they may access 

electronic communications. The handbook required employees to 

consent to World Variety conducting video surveillance of its 

premises. The handbook included a “Harassment, 

Discrimination and Retaliation Prevention Policy” that 

prohibited various types of harassment and discrimination and 

instituted a “‘zero tolerance’ policy” on workplace violence. And 

the handbook prohibited using alcohol and drugs while working

and prohibited smoking on World Variety premises. 

The facts of this case are similar to the facts in Sparks v. 

Vista Del Mar Child & Family Services, supra, 207 Cal.App.4th 

1511. In Sparks the employer distributed to all employees a 

handbook containing an arbitration clause. (See id. at p. 1519.) 

Like the handbook here, the handbook in Sparks did not contain 

a printed signature line immediately after the arbitration 

provision where the employee could indicate he or she agreed to 

arbitration. (See ibid.) And like Quiroz, the employee in Sparks 

signed only a form acknowledging receipt of the handbook that 

stated he agreed to be “governed” by the employee’s personnel 

policies. (See id. at p. 1516.) The court in Sparks held that, 

because “the acknowledgment form did not reference the 

arbitration clause, much less advise [the employee] that he would 

be bound by it,” the form did not show the employee had agreed 

to arbitration. (Id. at p. 1522.) Similarly, the acknowledgment of 

receipt form here did not state the employee was agreeing to 

arbitration (although it included a number of different 

acknowledgments). In addition, the handbook treated the 

arbitration terms differently from other policies by using 
11

different language to describe the terms of arbitration and the 

employer’s policies, and the only reference to arbitration on the 

receipt form suggested the employee was not bound by an

arbitration agreement. Quiroz, even more than the employee in 

Sparks, did not agree to arbitration by signing the receipt form.

The relevant extrinsic evidence supports the conclusion 

Quiroz did not agree to arbitrate his claims. The trial court 

found that, after World Variety provided Quiroz the handbook, 

World Variety required him to sign the receipt form as a 

condition of employment. Substantial evidence supported the 

trial court’s finding. (See Garcia v. KND Development 52, LLC, 

supra, 58 Cal.App.5th at p. 744 [“[w]e review the court’s factual 

conclusions under the substantial evidence standard” when 

reviewing “a trial court’s denial of a petition to compel 

arbitration”]; Martinez v. BaronHR, Inc., supra, 51 Cal.App.5th 

at p. 966 [where the trial court relies on “extrinsic evidence . . . 

and [makes] an implied credibility finding from that evidence” to 

determine whether there was an agreement to arbitrate, “‘“[w]e 

must accept the trial court’s resolution of disputed facts when 

supported by substantial evidence”’”]; Burch v. Premier Homes, 

LLC (2011) 199 Cal.App.4th 730, 742 [“On an appeal challenging 

the interpretation given to a writing . . . the substantial evidence 

rule will apply in cases where the parties present conflicting 

extrinsic evidence to aid in the interpretation.”].) 

Quiroz stated in his declaration that he initially did not 

sign the receipt form after he received the employee handbook, 

but that World Variety subsequently directed him to go to Allen’s 

office, where Allen gave Quiroz a new copy of the receipt form 

(only) and asked him to sign it. It was reasonable for the court to 

find, based on this testimony, that Quiroz did not intend to sign 
12

the receipt form, but that World Variety told him he had to sign 

it to continue working. (See Holmes v. California Victim 

Compensation & Government Claims Bd. (2015) 239 Cal.App.4th 

1400, 1406 [“‘Inferences may constitute substantial evidence as 

long as they are the product of logic and reason rather than 

speculation or conjecture.’”]; Maaso v. Signer (2012) 

203 Cal.App.4th 362, 371 [“Substantial evidence includes 

reasonable inferences drawn from the evidence in favor of the 

judgment.”].) As discussed, the arbitration section stated that 

agreeing to arbitration was “not a condition or requirement of

employment and/or continued employment” with World Variety. 

That World Variety required Quiroz to sign the handbook receipt 

form confirms he was not agreeing to arbitration, which, 

according to the arbitration agreement in the handbook, was not 

mandatory.

Harris v. TAP Worldwide, LLC (2016) 248 Cal.App.4th 373 

(Harris), on which World Variety primarily relies, is

distinguishable. In Harris a new employee acknowledged he

received a handbook from his employer, which contained an 

arbitration agreement. (Id. at p. 381.) But that is where the 

similarities between Harris and this case end. The arbitration 

section of the handbook in Harris stated arbitration was “an 

absolute prerequisite” to “hiring by, and continued employment 

with,” the employer. (Id. at p. 377.) It stated: “‘If for any reason, 

an applicant fails to execute the Agreement to Arbitrate yet 

begins employment, that employee will be deemed to have 

consented to the Agreement to Arbitrate by virtue of receipt of 
13

this Handbook.’” (Id. at p. 378.) There was no similar provision 

in the arbitration section of the handbook Quiroz received.

1

C. Quiroz Did Not Impliedly Agree To Arbitrate His 

Claims

World Variety also argues that, even if Quiroz did not 

expressly agree to arbitrate his claims by signing the handbook 

receipt page, Quiroz impliedly agreed to arbitrate his claims by 

continuing to work for World Variety and failing to object after 

receiving the handbook containing the arbitration agreement. “A 

party’s acceptance of an agreement to arbitrate . . . may be 

implied in fact.” (Pinnacle, supra, 55 Cal.4th at p. 236; accord, 

Harris, supra, 248 Cal.App.4th at pp. 383-384.) For example, in 

some situations, “when an employee continues his or her 

employment after notification that an agreement to arbitration is 

a condition of continued employment, that employee has 

impliedly consented to the arbitration agreement.” (Diaz v. 

Sohnen Enterprises (2019) 34 Cal.App.5th 126, 130; see Craig v. 

Brown & Root, Inc. (2000) 84 Cal.App.4th 416, 420.) As World 

Variety recognizes, however, courts have generally found an 

employee impliedly agreed to arbitrate only where accepting a 

1 On December 16, 2020 the Supreme Court ordered not 

published the other case World Variety primarily relies on, 

Conyer v. Hula Media Services, LLC (Aug. 26, 2020, B296738), 

review dismissed as moot March 24, 2021, S264821. In the other 

case World Variety cites, Serafin v. Balco Properties Ltd., LLC 

(2015) 235 Cal.App.4th 165, the employee, unlike Quiroz, did not 

sign a form acknowledging receipt of an employer’s handbook 

that contained both an arbitration agreement and other policies. 

The employee in Serafin executed a two-page agreement entitled 

“MANDATORY ARBITRATION POLICY.” (Id. at p. 171.) 
14

proposed arbitration agreement was a mandatory condition of 

employment. World Variety asserts, however, that “[t]he same 

rule should apply when an employer proposes a voluntary

arbitration policy . . . .”

Assuming World Variety has not forfeited this argument,2

it is meritless. Where an employer requires an employee to agree 

to arbitration before beginning or continuing employment, the 

employee has “‘knowledge of the arbitration agreement,’” and the 

employee “‘continue[s] to work after receipt of the arbitration 

agreement,’” a factfinder may infer that the employee has 

consented to the mandatory arbitration agreement by beginning 

or continuing employment. (Gorlach v. Sports Club Co. (2012) 

209 Cal.App.4th 1497, 1507; see id. at p. 1508 [“California law 

permits employers to implement policies that may become 

unilateral implied-in-fact contracts when employees accept them 

by continuing their employment.”].) The rationale is that, if the 

employee did not agree to the proposed arbitration agreement, he 

or she would have not accepted or would have discontinued the 

employment. But where, as here, the employer does not require 

the employee to accept a proposed arbitration agreement to 

continue the employment relationship, that the employee 

continues working for the employer after receiving the proposed 

agreement, without more, says nothing about whether the 

employee has (impliedly) agreed to arbitration. (See id., at 

p. 1507 [“‘“Although an implied in fact contract may be inferred 

from the ‘conduct, situation or mutual relation of the parties, the 

2 World Variety did not raise this argument in its motion to 

compel arbitration in the trial court. But in his opposition Quiroz 

for some reason raised the issue and argued there was no implied 

agreement. 
15

very heart of this kind of agreement is an intent to promise.’”’”]; 

see also Southern California Acoustics Co. v. C. V. Holder, Inc. 

(1969) 71 Cal.2d 719, 722 [“Silence in the face of an offer is not an 

acceptance, unless there is a relationship between the parties or 

a previous course of dealing pursuant to which silence would be 

understood as acceptance.”]; C9 Ventures v. SVC-West, L.P.

(2012) 202 Cal.App.4th 1483, 1500 [same].) World Variety again 

relies on Harris, supra, 248 Cal.App.4th 373. But as discussed, 

unlike World Variety, the employer in Harris required employees 

to agree to arbitration as a mandatory condition of employment, 

and the arbitration agreement stated the employee would be 

deemed to have accepted the agreement by continuing 

employment, even if he or she did not sign the agreement. (See 

id. at p. 381.) Neither was the case here.

DISPOSITION

The order is affirmed. Quiroz is to recover his costs on 

appeal.

SEGAL, J.

We concur:

PERLUSS, P. J. FEUER, J.