Filed 4/26/23 Lanier v. Ford Motor Co. CA2/6

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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has not been certified for publication or ordered published for purposes of rule 8.1115.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

BRENDA LANIER,

 Plaintiff and Respondent,

v.

FORD MOTOR COMPANY,

et al.,

 Defendants and Appellants.

2d Civil No. B315114

(Super. Ct. No. 21CVP-0042)

(San Luis Obispo County)

Brenda Lanier brought this action under the Song-Beverly 

Consumer Warranty Act (Civ. Code, § 1790 et seq.), commonly 

known as the “lemon law,” after repeated attempts to fix her Ford 

vehicle failed. She named Ford Motor Co. (FMC) as a defendant 

along with Paso Robles Ford, an authorized service center whose 

technicians attempted the repairs. Lanier did not name the 

selling dealer as a co-defendant.

FMC and Paso Robles Ford moved to compel arbitration, 

citing a provision contained in the sale contract signed by Lanier 

and the selling dealer. The trial court denied the motion. It 

rejected both theories proffered by defendants: first, that Lanier 
2

was barred by the doctrine of equitable estoppel from arguing 

that non-signatories could not enforce the arbitration provision; 

and second, that defendants could enforce the provision as thirdparty beneficiaries of the sale contract. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND1

Lanier bought a new 2017 Ford Fiesta from Jim Vreeland 

Ford in Buellton. She financed her purchase through the 

dealership and signed a “Retail Installment Sale Contract” (sale 

contract) identifying her as the “Buyer” and Jim Vreeland Ford 

as the “Seller-Creditor.” Lanier received a 5-year / 60,000 mile 

powertrain warranty from the manufacturer, FMC, covering the 

engine and transmission. She did not buy an optional service 

contract from the dealer. 

The Fiesta developed problems with its automatic 

transmission during the warranty period. Lanier took the vehicle 

to the factory-authorized service center at Paso Robles Ford (a 

closer dealership) for repairs. She filed this action when 

attempts to address the problems failed. Her complaint included 

five statutory lemon law claims and one fraud claim against 

FMC. She also brought a single claim for negligent repair 

against Paso Robles Ford. Lanier did not name the selling dealer 

as a defendant.

FMC moved to compel arbitration pursuant to a provision 

in the sale contract requiring Lanier and Jim Vreeland Ford to 

resolve “any claim or dispute . . . by neutral, binding arbitration 

and not by a court action.” The trial court denied the motion. 

FMC and Paso Robles Ford appealed. (See Code Civ. Proc., 

§ 1294 [“An aggrieved party may appeal from: [¶] (a) An order 

dismissing or denying a petition to compel arbitration”].)

1 We source all background facts from Lanier’s complaint.
3

DISCUSSION

Standard of Review

The trial court decided the motion to compel based on the 

undisputed terms of the sale contract. Whether Lanier must 

arbitrate her claims is therefore a question of law reviewed de 

novo. (See Mendez v. Mid-Wilshire Health Care Center (2013) 

220 Cal.App.4th 534, 541 [“‘Ordinarily, we review a denial of a 

petition to compel arbitration for abuse of discretion. [Citation.] 

However, where the trial court’s denial of a petition to arbitrate 

presents a pure question of law, we review the order de novo.’”].)

Lanier Agreed to Arbitrate Her Claims Against 

the Selling Dealer But Not Her Claims Against 

the Manufacturer and Servicer

“Arbitration is . . . a matter of contract.” (Avery v.

Integrated Healthcare Holdings, Inc. (2013) 218 Cal.App.4th 50, 

59.) The party seeking to compel arbitration must prove by a 

preponderance of the evidence that an agreement to arbitrate 

exists. (Pinnacle Museum Tower Assn. v. Pinnacle Market 

Development (US), LLC (2012) 55 Cal.4th 223, 236; Mitri v. Arnel 

Management Co. (2007) 157 Cal.App.4th 1164, 1169.) “‘Although 

“[t]he law favors contracts for arbitration of disputes between 

parties” [citation], “‘there is no policy compelling persons to 

accept arbitration of controversies which they have not agreed to 

arbitrate . . . .’” [Citations.]’” (Badie v. Bank of America (1998)

67 Cal.App.4th 779, 788, quoting Victoria v. Superior Court

(1985) 40 Cal.3d 734, 744.) A nonsignatory bears the burden of 

establishing it should be treated as a party to the arbitration 

agreement. (Jones v. Jacobson (2011) 195 Cal.App.4th 1, 15.)

The sale contract here refers to arbitration on the second 

page, where it states: “Agreement to Arbitrate: By signing 

below, you agree that, pursuant to the Arbitration Provision on 

the reverse side of this contract, you or we may elect to resolve 
4

any dispute by neutral, binding arbitration and not by a court 

action. See the Arbitration Provision for additional information 

concerning the agreement to arbitration.” 

The arbitration provision itself then states: “EITHER YOU 

OR WE MAY CHOOSE TO HAVE ANY DISPUTE BETWEEN 

US DECIDED BY ARBITRATION AND NOT IN COURT OR BY 

JURY TRIAL. [¶] . . . [¶] Any claim or dispute, whether in 

contract, tort, statute or otherwise (including the interpretation 

and scope of this Arbitration Provision, and the arbitrability of 

the claim or dispute), between you and us or our employees, 

agents, successors, or assigns, which arises out of or relates to 

your credit application, purchase or condition of this vehicle, this 

contract or any resulting transaction or relationship (including 

any such relationship with third parties who do not sign this 

contract) shall, at your or our election, be resolved by neutral, 

binding arbitration and not by a court action.” 

Appellants contend Lanier must arbitrate her case because 

it “arises out of or relates to” the purchase of her Fiesta and the 

vehicle’s “condition,” i.e., its alleged transmission defects and 

Paso Robles Ford’s attempts to repair them. While appellants

are not parties to the sale contract, they claim standing to enforce 

the arbitration provision by virtue of the language above stating 

the provision applies to “any . . . relationship with third parties 

who do not sign this contract.” We interpret the sale contract

differently.

The arbitration provision is limited to “[a]ny claim or 

dispute . . . between you and us or our employees, agents, 

successors, or assigns . . . .” (Italics added.) The sale contract

defines “you” as the buyer (Lanier) and “us” as the seller-creditor 

(Jim Vreeland Ford). Jim Vreeland Ford is not a party to this 

dispute and appellants are not the dealer’s “employees, agents, 
5

successors, or assigns.” It follows Lanier did not agree to 

arbitrate any claim or dispute with appellants. 

We now turn to whether appellants may compel arbitration 

in the absence of an agreement.

Equitable Estoppel Does Not Compel Lanier to Arbitrate 

Her Claims Against Appellants

Appellants contend Lanier is equitably estopped from 

objecting to their standing to enforce the sale contract’s 

arbitration provision. (See Goldman v. KPMG, LLP (2009) 173 

Cal.App.4th 209, 219, italics omitted [nonsignatory may compel 

arbitration “when the claims against the nonsignatory are 

founded in and inextricably bound up with the obligations 

imposed by the agreement containing the arbitration clause”].) 

The purpose of doctrine is “to prevent a party from using the 

terms or obligations of an agreement as the basis for his claims 

against a nonsignatory, while at the same time refusing to 

arbitrate with the nonsignatory under another clause of that 

same agreement.” (Id., at p. 221.) We examine the facts of 

Lanier’s complaint to determine whether the doctrine applies 

here. (Id., at pp. 229-230.)

The first five of Lanier’s seven causes of action target 

FMC’s alleged violations of state lemon law. FMC’s statutory 

liabilities to Lanier as a purchaser of a Ford vehicle exist 

independently of the sale contract. The dealer’s role as a 

commercial conduit neither created nor limited Lanier’s statutory 

remedies against the manufacturer. (See Ngo v. BMW of N. Am., 

LLC (9th Cir. 2022) 23 F.4th 942, 949, quoting Greenman v. Yuba 

Power Products, Inc. (1963) 59 Cal.2d 57, 60-61 [manufacturer’s 

express and implied warranties “arise ‘independently of a 

contract of sale’”].) The sale contract states as much on page 4: 

“WARRANTIES SELLER DISCLAIMS [¶] If you do not get a 

written warranty, and the Seller does not enter into a service 
6

contract within 90 days from the date of this contract, the Seller 

makes no warranties, express or implied, on the vehicle, and 

there will not no implied warranties of merchantability or of 

fitness for a particular purpose. [¶] This provision does not affect 

any warranties covering the vehicle that the vehicle manufacturer 

may provide.” (Italics added.) Lanier did not name Jim Vreeland 

Ford as a defendant and does not allege wrongdoing on its part as 

the selling dealer.

Lanier’s sixth cause of action for fraud by omission alleges 

FMC concealed known transmission defects from prospective 

buyers of the Fiesta. She does not allege Jim Vreeland Ford 

misrepresented any fact to Lanier in the sale contract or 

otherwise participated in the fraud. Like the lemon law causes of 

action, her fraud claim focuses on FMC’s obligations to Lanier as 

the end user of a product it manufactured.

Lanier’s seventh and final cause of action for negligent 

repair alleges Paso Robles Ford failed “to properly store, prepare 

and repair” her Fiesta. This occurred after Lanier bought the 

vehicle. The complaint states Paso Robles Ford performed these 

services on behalf of FMC and not the selling dealer. In addition, 

the sale contract indicates Lanier declined to purchase an 

optional dealer service contract at the time of purchase. Jim 

Vreeland Ford’s role in Lanier’s case is non-existent.

The trial court correctly distinguished Felisilda v. FCA US 

LLC (2020) 53 Cal.App.5th 486. Plaintiffs in Felisilda signed a 

form sale contract nearly identical to Lanier’s. They brought a 

single Song-Beverly claim against the dealer and manufacturer 

after their car experienced mechanical problems. The trial court 

compelled plaintiffs to arbitrate against both defendants even 

though the manufacturer did not sign the sale contract. The 

reviewing court affirmed, citing language in the contract 

requiring plaintiffs to arbitrate even those claims against “third 
7

parties who do not sign this contract.” (Id. at p. 490, italics 

omitted.) Felisilda is not controlling here. Lanier did not name 

the dealer-signatory as a defendant or identify the sale contract

as the source of the warranties or duties at issue. We need not 

reach the question of whether her claims against FMC and Paso 

Robles Ford fall within the scope of that agreement.

Appellants May Not Enforce the Arbitration Provision

As Third Party Beneficiaries

Appellants contend they may enforce the arbitration 

provision as third-party beneficiaries of the sale contract. (See 

Civil Code, § 1559 [“A contract, made expressly for the benefit of 

a third person, may be enforced by him at any time before the 

parties thereto rescind it”].) We examine “the express provisions 

of the contract at issue, as well as all of the relevant 

circumstances under which the contract was agreed to, in order 

to determine not only (1) whether the third party would in fact 

benefit from the contract, but also (2) whether a motivating 

purpose of the contracting parties was to provide a benefit to the 

third party, and (3) whether permitting a third party to [enforce 

the contract] against a contracting party is consistent with the 

objectives of the contract and the reasonable expectations of the 

contracting parties.” (Goonewardene v. ADP, LLC (2019) 6 

Cal.5th 817, 830.)

The sale contract contains no language evidencing Lanier 

and the dealer intended to benefit appellants. The arbitration 

provision describes exactly who may invoke its terms. The initial 

reference to dispute resolution states: “you [Lanier] or we [Jim 

Vreeland Ford, etc.] may elect to resolve any dispute by neutral, 

binding arbitration and not by a court action.” The arbitration 

provision begins with nearly identical language (“EITHER YOU 

OR WE MAY CHOOSE . . . .”) and reiterates that claims and 

disputes “shall, at your or our election, be resolved by neutral, 
8

binding arbitration and not by a court action.” (Italics added.)

The reference to “‘third parties who do not sign this contract’” 

does not give appellants standing to compel arbitration. Read in 

context, this language ensures the buyer or seller cannot 

circumvent the provision by joining a non-signatory as a party to 

the claim or dispute. (See In re Ford Motor Warranty Cases (Apr. 

4, 2023, B312261) ___ Cal.App.5th ___ [2023 Cal.App. Lexis 255, 

*22], citing Ngo v. BMW of N. Am., LLC, supra, 23 F.4th at p. 948 

[reference to third party non-signatories “concerns what may be 

arbitrated, not who may arbitrate”].)

CONCLUSION

The order denying appellants’ motion to compel arbitration 

is affirmed. Respondent shall recover her costs on appeal.

NOT TO BE PUBLISHED

GILBERT, P.J.

We concur:

YEGAN, J. LUI, A.P.J.*

* Administrative Presiding Justice of the Court of Appeal, 

Second Appellate District, Division Two, assigned by the Chief 

Justice pursuant to article VI, section 6 of the California 

constitution.
9

Linda D. Hurst, Judge

Superior Court County of San Luis Obispo

______________________________

Shook Hardy & Bacon, Amir Nassihi, Rodrigo E. Salas and 

Andrew Chang, for Defendants and Appellants. 

Gupta Wessler, Jennifer Bennett and Linnet DavisStermitz; Strategic Legal Practices, Tionna Grace Dolin, for 

Plaintiff and Respondent.