Filed 9/19/23 Padilla v. Partners Personnel Management Services 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NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 

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opinion has not been certified for publication or ordered published for purposes of rule 8.1115(a).

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION FOUR

TRINIDAD PADILLA,

 Plaintiff and Respondent,

v.

PARTNERS PERSONNEL 

MANAGEMENT SERVICES, LLC,

Defendant and Appellant.

B318349

(Los Angeles County

Super. Ct. No.

21STCV03616)

APPEAL from an order of the Superior Court of Los 

Angeles County, David S. Cunningham, Judge. Reversed and 

remanded with directions.

Gordon Rees Scully Mansukhani, Craig Nickerson, Darin 

R. Webb, Matthew G. Kleiner and Andrea K. Williams for 

Defendant and Appellant.

Mahoney Law Group, Katherine J. Odenbreit and Raleigh 

P. Dixon for Plaintiff and Respondent.
2

INTRODUCTION

Trinidad Padilla filed a putative class action against 

Partners Personnel-Management Services, LLC (Partners 

Personnel), and Vanitas Manufacturers, Inc. dba Cal-Western 

Manufacturers (Vanitas), alleging various wage and hour claims 

under the Labor Code arising out of his employment. In response, 

Partners Personnel moved to compel arbitration, strike the class 

claims, and dismiss or stay the litigation based on a document 

Padilla signed entitled “Partners Personnel Dispute Arbitration 

and Resolution Program” (the arbitration agreement). The trial 

court denied the petition on the sole basis that Partners 

Personnel failed to meet its burden to show mutual assent 

because the arbitration agreement did not define “Company” and 

“Employee.”

1

We conclude it is possible to identify the parties to the 

agreement (see Civ. Code, § 1558) based on the language of the 

arbitration agreement as a whole, the allegations in Padilla’s 

complaint, and uncontradicted evidence submitted in support of 

Partners Personnel’s petition. We therefore reverse the trial

court’s order denying the petition, and remand the matter to the 

trial court for consideration of the issues raised by the parties in 

support of and in opposition to the petition, but not reached by 

the trial court. 

1 Vanitas is not a party to this appeal. According to Partners 

Personnel’s petition, Vanitas filed a joinder to the petition. 

Vanita’s joinder is not in the record on appeal, however.
3

FACTUAL AND PROCEDURAL BACKGROUND

The following facts are undisputed. Partners Personnel, a 

staffing company, hired Padilla in 2018. Partners Personnel then 

assigned Padilla to work for Vanitas. As part of the hiring process 

with Partners Personnel, Padilla signed the Spanish language 

version of the arbitration agreement.2

The arbitration agreement provided, in relevant part: 

“[T]he Company and the Employee accept that any and all legally 

known disputes, claims or controversies arising out of or relating

to this Agreement, the employment relationship between the 

parties, or the termination of the employment relationship, shall 

be resolved by binding arbitration in accordance with the 

employment Arbitration Rules of the American Arbitration 

Association in effect at that time. . . . The arbitration agreement 

includes any claim that the Company may have against the 

Employee, or that the Employee may have against the Company 

or against any of its representatives, officers, employees, agents 

or parent, subsidiary or affiliated company, except as set forth 

below . . . . This Agreement shall be enforceable under and 

subject to the Federal Arbitration Act, 9 U.S.C. Sec. 1 et seq. and 

shall prevail after the termination of the employment 

relationship.”

In 2021, Padilla filed a putative class action complaint

against Partners Personnel and Vanitas for alleged violations of 

the Labor Code, including failure to pay all wages, failure to 

provide meal and rest periods, failure to pay wages at separation, 

2 In support of its petition to compel arbitration, Partners 

Personnel also submitted an English language version of the 

agreement, prepared by a translator certified by the Judicial 

Council of California.
4

failure to provide accurate wage statements, and unfair business 

practices. In response, Partners Personnel filed a petition to 

compel arbitration, strike class claims, and dismiss or stay the 

action. In support of its petition, Partners Personnel submitted 

the declaration of Julie Danley (an Executive Vice President of 

Partners Personnel), and copies of the full arbitration agreement 

in Spanish and English. Padilla opposed the petition, arguing in 

part that Partners Personnel failed to sufficiently identify the 

parties to the arbitration agreement based on its use of the 

undefined terms “Company” and “Employee.” Padilla did not 

submit his own declaration in support of the opposition.

Following an initial hearing on the petition, the trial court 

continued the hearing to allow both parties to submit 

supplemental briefing on the following issues: (1) “[t]he 

arbitrations agreement’s failure to define ‘Company’ and 

‘Employee’”; (2) “[t]he arbitration agreement’s ‘Connecticut law’ 

provision”; and (3) “[w]hether the arbitration agreement only 

permits [Partners Personnel] to modify the terms and provides 

remedies to [Partners Personnel] that are not available to 

[Padilla].”

After reviewing the supplemental briefs and hearing oral 

argument, the trial court denied the petition. The trial court 

concluded Partners Personnel “fail[ed] to show assent” because 

“the arbitration agreement fails to define ‘Company and 

‘Employee’[ ].” The court declined to reach the remaining issues 

in light of its conclusion.

Partners Personnel timely appealed the order denying its 

petition.
5

DISCUSSION

A. Governing Law and Standard of Review

The Federal Arbitration Act (FAA) provides arbitration 

agreements are “valid, irrevocable, and enforceable, save upon 

such grounds as exist at law or in equity for the revocation of any 

contract.” (9 U.S.C. § 2.) “‘[E]ven when the [FAA] applies,

[however], interpretation of the arbitration agreement is 

governed by state law principles . . . . Under California law, 

ordinary rules of contract interpretation apply to arbitration 

agreements . . . . “‘The fundamental goal of contractual 

interpretation is to give effect to the mutual intention of the 

parties . . . .’”’” (Valencia v. Smyth (2010) 185 Cal.App.4th 153, 

177.) With that goal in mind, “[t]he whole of a contract is to be 

taken together, so as to give effect to every part, if reasonably

practicable, each clause helping to interpret the other.” (Civ. 

Code, § 1641.)

“[W]hen a petition to compel arbitration is filed and 

accompanied by prima facie evidence of a written agreement to 

arbitrate the controversy, the court itself must determine 

whether the agreement exists and, if any defense to its 

enforcement is raised, whether it is enforceable. Because the 

existence of the agreement is a statutory prerequisite to granting 

the petition, the petitioner bears the burden of proving its 

existence by a preponderance of the evidence.” (Rosenthal v. 

Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 413.) 

The issue on appeal is whether Partners Personnel met its 

burden to show a valid agreement to arbitrate exists between it 

and Padilla. “When, as here, 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 
6

petition to compel arbitration.” (California Correctional Peace 

Officers Assn. v. State of California (2006) 142 Cal.App.4th 198, 

204.)

B. Analysis

Partners Personnel contends it is possible to identify the 

parties to the agreement despite the agreement’s failure to define

the terms “Company” and “Employee.” It follows, according to 

Partners Personnel, that the trial court erred by finding no valid 

arbitration agreement exists between it and Padilla. For the 

reasons discussed below, we agree.

Although the arbitration agreement certainly could have 

been clearer by simply defining “Company” and “Employee,”

when reviewing the arbitration agreement as a whole, as we 

must (see Civ. Code, § 1641), it is at the very least “possible to 

identify” the parties. (See Civ. Code, § 1558 [“It is essential to the 

validity of a contract, not only that the parties should exist, but 

that it should be possible to identify them”].) The company’s 

name is referenced several times in the agreement, beginning 

with the title: “Partners Personnel Dispute Arbitration and 

Resolution Program[.]” The Partners Personnel logo is also 

prominently placed in the top left corner of the first page of the 

agreement. Finally, although the first paragraph of the 

agreement concerns matters other than arbitration, such as 

Padilla’s at will-status, it contains 11 references to “Partners 

Personnel.” For example, the fourth sentence states: “I 

understand that my employment at Partners Personnel is on an 

at-will basis and that I can terminate it at any time, with or 

without reason, and with or without notice, either by me or by 

Partners Personnel.” (Bold text omitted.) No other company is 

referenced in the four-page document.
7

Moreover, it is undisputed Padilla signed the agreement 

the day he was hired by Partners Personnel, and the agreement 

was retrieved from Padilla’s personnel file. Thus, under the terms 

of the agreement, Padilla “waive[d] [his] right to have any 

dispute, claim or controversy . . . decided by a judge or jury in a 

court.” (Bolded text and capitalization omitted.) Padilla also 

acknowledges he was employed by Partners Personnel, alleging 

in his complaint that it should be “deemed an employer” because

Partners Personnel “hired, placed and paid [him].” That Partners 

Personnel “does [not] address why it failed to define the term 

‘Company’ at any point in the four-page document[,]” as Padilla 

argues, has no bearing on the issue before us (i.e., whether it is 

possible to identify the parties to the arbitration agreement). 

Although defining the terms would have undoubtedly made the 

agreement clearer, failing to do so does not render the agreement 

unenforceable in every instance based on the standard set forth in 

Civil Code section 1558.

The sole case relied on by both Padilla and the trial court, 

Flores v. Nature’s Best Distribution, LLC (2016) 7 Cal.App.5th 

1 (Flores), is distinguishable. In Flores, the court noted that 

“although not specifically raised by the parties, . . . the 

Agreement states it is between ‘employee and Company[ ]’” but 

the Agreement “does not define either term.” (Id. at p. 9.) The 

court observed that the agreement, therefore, “does not identify 

with which entity or entities plaintiff had agreed to submit 

‘all legal, equitable and administrative disputes’ to the AAA 

for mediation and binding arbitration.” (Ibid.) The court went 

on to hold that it “cannot conclude the parties reached

agreement on the matter of submitting any or all of plaintiff’s 

claim to . . . arbitration as contemplated by the Agreement” 
8

because “[v]iewing the Agreement as a whole [citation], the 

Agreement is ambiguous regarding (1) whether the arbitration 

provision of the Agreement (not a grievance and arbitration 

procedure of a collective bargaining agreement) applied to any or 

all of plaintiff’s claims against any or all of defendants in the 

instant action and (2) the governing rules and procedures for any 

such arbitration.” (Id. at p. 11.) Flores, therefore, does not stand 

for the proposition that the parties to a written contract must be 

specifically defined in the text to prove the existence of an 

agreement. Rather, perhaps because the argument was not 

developed by the parties, and/or because the court found the

agreement in Flores was ambiguous in two other respects, the 

Flores court did not analyze whether it was “possible to identify” 

(Civ. Code, § 1558) the parties to the agreement despite the 

undefined terms. As discussed above, because here it is possible 

to identify the parties to the arbitration agreement based on the 

context (including, most notably, the title of the arbitration 

agreement), the trial court erred by denying Partners Personnel’s 

petition to compel arbitration on the sole ground that it failed to 

define the terms “Company” and “Employee.”
9

DISPOSITION

The order is reversed. The matter is remanded to the trial 

court for consideration of all issues raised by the parties in 

support of and in opposition to the petition, but not reached by 

the trial court in light of its holding, including the choice-of-law 

and modification issues (which the trial court expressly declined 

to reach). If the trial court determines a valid arbitration 

agreement exists between Partners Personnel and Padilla, then

it must determine whether the claims against Vanitas should

also be arbitrated. Partners Personnel is awarded its costs on 

appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

CURREY, P. J.

We concur: 

COLLINS, J.

ZUKIN, J.