Filed 9/23/24

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SIX

ISAI LOPEZ RIVERA et al.,

 Plaintiffs and Petitioners,

v.

THE SUPERIOR COURT OF 

VENTURA COUNTY,

 Respondent;

FORD MOTOR COMPANY,

 Real Party in Interest.

2d Civil No. B334522

(Super. Ct. No. 56-2022-

00568507-CU-BC-VTA)

(Ventura County)

Third parties often benefit from a provision in a contract 

between other parties. But such benefit alone, does not mean a 

contract was made to benefit third parties.

Petitioners Isai Lopez Rivera and Helen Espinosa brought 

this action under the Song-Beverly Consumer Warranty Act (Civ. 

Code, § 1790 et seq.), known as the “lemon law,” after repeated 

attempts to repair their Ford truck failed. They named real 

party in interest Ford Motor Co. (FMC) and Ford of Ventura, Inc. 
2

as defendants. FMC manufactured the truck. Ford of Ventura is 

the authorized service center that attempted the repairs. 

Petitioners did not name the selling dealer as a defendant.

FMC moved to compel arbitration based on a provision in 

the sale contract between petitioners and the non-party dealer. 

The trial court granted the motion. It found FMC could enforce 

the arbitration provision because: (1) it was a third party 

beneficiary of the sale contract, and (2) petitioners were estopped 

from refusing to arbitrate their claims.

Petitioners twice moved for reconsideration when Felisilda

v. FCA US LLC1 was subsequently disapproved in three 

published appellate decisions. The trial court denied 

reconsideration. Petitioners sought a writ of mandate directing 

the trial court to vacate its orders denying reconsideration. We 

issue the requested writ, concluding as a matter of law that FMC 

is not a third party beneficiary of the sale contract and 

petitioners are not estopped from objecting to arbitration. 

FACTUAL AND PROCEDURAL BACKGROUND

Petitioners bought a new 2020 Ford Super Duty F-250 from 

Fairway Ford in San Bernardino. They financed the purchase 

through the dealer and signed a document titled “RETAIL 

INSTALLMENT SALE CONTRACT – SIMPLE FINANCE 

CHARGE (WITH ARBITRATION PROVISION)” (sale contract). 

It identified petitioners as “Buyers” and Fairway Ford as “SellerCreditor.” They received a 3-year / 36,000 mile new vehicle 

limited warranty from FMC. They did not buy an optional 

service contract from the dealer. 

1 Felisilda v. FCA US LLC (2020) 53 Cal.App.5th 486 

(Felisilda).
3

The sale contract first 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 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 in relevant part, “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.” 

The truck developed mechanical problems during the 

warranty period. Petitioners took it to the FMC-authorized 

service center at Ford of Ventura. They filed this action when 

attempts to fix the problems failed. Their complaint included 

three statutory lemon law claims against FMC and a single 

negligent repair claim against Ford of Ventura. Petitioners did 

not name the selling dealer, Fairway Ford, as a defendant.

FMC moved to compel arbitration. The trial court granted 

the motion, citing Felisilda, supra, 53 Cal.App.5th 486 as 

“binding precedent.” Its minute order stated: “Under Felisilda, 
4

[FMC] can compel arbitration . . . because the claims are 

intertwined with the underlying contract to which [FMC] is an 

intended third party beneficiary and/or as to which equitable 

estoppel applies to allow Ford to compel arbitration. The 

arbitration agreement expressly extends to claims against third 

parties relating to the condition of the vehicle. Plaintiff’s [sic] 

claims concern the condition of the vehicle.”

Petitioners moved for reconsideration when the Second 

District Court of Appeal disapproved Felisilda in Ford Motor 

Warranty Cases (2023) 89 Cal.App.5th 1324 (Warranty Cases), 

review granted July 19, 2023, S279969. The trial court denied 

the motion. Petitioners moved for reconsideration a second time 

when decisions in the First and Third District Courts of Appeal

also disapproved Felisilda. (Yeh v. Superior Court (2023) 95

Cal.App.5th 264, review granted Nov. 15, 2023, S282228; Kielar 

v. Superior Court (2023) 94 Cal.App.5th 614, review granted Oct. 

25, 2023, S281937.) 

The trial court acknowledged it retained jurisdiction to 

revisit the original ruling, but again denied the motion. It stated, 

“[petitioners have] again moved for reconsideration because yet 

another case has been published, again disagreeing with 

Felisilda – this time from the appellate district from which 

Felisilda originated. Felisilda has not been overruled and it 

remains under review by the Supreme Court. . . . [T]he Court 

does not find it appropriate to reverse its prior orders, especially 

given the amount of time that has passed since the Court’s order 

staying the case and compelling arbitration, over nine months 

ago.” 
5

The trial court’s rational appears based on the passage of 

time from its original order rather than from an analysis of the 

cases disagreeing with Felisilda. 

Petitioners sought a writ of mandate. We issued an order 

to show cause and stayed the trial court’s order granting the 

motion to compel arbitration pending resolution of this petition. 

DISCUSSION

The parties do not dispute the terms of the sale contract or 

the substance of petitioners’ claims against FMC and Ford of 

Ventura. Whether petitioners must arbitrate these claims

presents a pure 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.’”].) 

We conclude FMC and Ford are neither intended third 

party beneficiaries of the sale contract, nor entitled to enforce the

arbitration provision under the doctrine of equitable estoppel. 

FMC and Ford of Ventura Are Not

Third Party Beneficiaries of the Sale Contract

The trial court found FMC and Ford of Ventura could 

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 
6

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 showing the parties 

intended to benefit FMC. The initial reference to arbitration 

states: “you or we may elect to resolve any dispute by neutral, 

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

provision then 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, binding arbitration and not by a court action.” (Italics

added.) 

The scope of the provision is “[a]ny claim or dispute . . . 

between you and us or our employees, agents, successors or assigns

. . . .” (Italics added.) “[Y]ou” is defined as the buyers 

(petitioners) and “us” as the seller-creditor (Fairview Ford). FMC 

does not contend it is among the dealer’s “employees, agents, 

successors, or assigns.” Nor does the language “third parties who 

do not sign this contract” bring FMC or Ford of Ventura within 

the sale contract’s ambit. This phrase “concerns what may be 

arbitrated, not who may arbitrate. Who may enforce an 

arbitration agreement is a separate matter from the types of 

disputes the agreement covers.” (See Warranty Cases, supra, 89

Cal.App.5th at p. 1339, italics omitted.)
7

Equitable Estoppel Does Not Compel Petitioners to Arbitrate 

Their Claims Against FMC and Ford of Ventura

The trial court also found petitioners were equitably 

estopped from opposing arbitration because their claims were 

“intertwined” with the sale contract, as articulated in Felisilda. 

Felisilda does not apply here. Petitioners’ three claims against 

FMC invoke state lemon law and “the warranty obligations of 

[FMC] in connection with a motor vehicle for which [FMC] issued 

a written warranty.” (Complaint, ¶ 5.) FMC’s obligations to 

petitioners as the buyers of a Ford vehicle exist independently of 

the sale contract. (See Warranty Cases, supra, 89 Cal.App.5th at 

pp. 1335-1136, citing Greenman v. Yuba Power Products, Inc.

(1963) 59 Cal.2d 57, 61 [“California law does not treat 

manufacturer warranties imposed outside the four corners of a 

retail sale contract as part of the sale contract”].) 

The sale contract also clearly distinguishes between dealer 

and manufacturer warranties where it states, “WARRANTIES 

SELLER DISCLAIMS [¶] If you do not get a written warranty, 

and the Seller does not enter into a service contract within 90 

days from the date of this contract, the Seller makes no 

warranties, express or implied, on the vehicle, and there will be 

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, bold omitted.) 

Petitioners’ remaining claim against Ford of Ventura

likewise arises from its warranty repair services. (See 

Complaint, ¶ 56 [“Defendant FORD OF VENTURA breached its 

duty to Plaintiffs to use ordinary care and skill by failing to 

properly store, prepare and repair . . . the Subject Vehicle in 
8 

accordance with industry standards”].) Petitioners do not allege 

it performed these services on behalf of the selling dealer or 

pursuant to any obligation imposed by the sale contract. The sale 

contract, in fact, shows petitioners declined the dealer service 

contract offered at the time of purchase. 

In addition, Felisilda involved a single lemon law claim 

against the selling dealer and the manufacturer. The dealer—not 

the manufacturer—moved to compel arbitration as a signatory of 

the sale contract. Plaintiffs then dismissed the dealer after the 

trial court ordered arbitration against the manufacturer. The 

plaintiffs here, in contrast, sued only the manufacturer. 

CONCLUSION 

The petition for writ of mandate is granted. Let a 

peremptory writ of mandate issue directing the trial court to 

vacate its orders of February 3, August 14, and November 15, 

2023 granting FMC’s motion to compel arbitration and denying 

reconsideration, and to enter a new order denying FMC’s motion 

to compel arbitration. The order to show cause is discharged and 

the stay previously issued by this court is dissolved upon 

issuance of the remittitur. Petitioners shall recover their costs. 

(Cal. Rules of Court, rule 8.493(a)(1)(A).) 

CERTIFIED FOR PUBLICATION. 

GILBERT, P.J. 

We concur: 

YEGAN, J. CODY, J.
9

Rhonda J. McKaig, Judge

Superior Court County of Ventura

______________________________

Knight Law Group, Roger Kirnos and Zachary Powell, for 

Plaintiffs and Petitioners. 

Evans Fears Schuttert McNulty Mickus, Elizabeth V. 

McNulty, Joshua D. Cools, and Samantha M. Geraghty, for Real 

Party in Interest Ford Motor Company.