FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

ISABELLE FRANKLIN,

Plaintiff-Appellant,

v.

COMMUNITY REGIONAL MEDICAL 

CENTER, FKA Fresno Community 

Hospital and Medical Center,

Defendant-Appellee,

and 

COMMUNITY MEDICAL CENTERS, INC.,

Defendant.

No. 19-17570

D.C. No.

1:19-cv-00709-

SKO

OPINION

Appeal from the United States District Court

for the Eastern District of California

Sheila K. Oberto, Magistrate Judge, Presiding

Argued and Submitted October 22, 2020

Honolulu, Hawaii

Filed May 21, 2021

Before: J. Clifford Wallace, Carlos T. Bea, and 

Mark J. Bennett, Circuit Judges.

Opinion by Judge Bennett
2 FRANKLIN V. CMTY. REG’L MED. CTR.

SUMMARY*

Arbitration

The panel affirmed the district court’s order granting 

defendant’s motion to compel arbitration of wage-and-hour 

claims brought by a nurse under the Fair Labor Standards 

Act and California law.

Plaintiff signed a Mediation and Arbitration Policy and 

Agreement with the staffing agency for which she worked. 

She also signed a Travel Nurse Assignment Contract with 

the staffing agency, establishing the terms of her assignment 

to work at defendant Community Regional Medical Center’s 

hospital. The Assignment Contract also included an 

arbitration provision.

The panel held that the defendant Hospital, a 

nonsignatory, could compel arbitration because plaintiff’s 

claims against the Hospital were intimately founded in and 

intertwined with her contracts with the staffing agency. 

Thus, under California law, plaintiff was equitably estopped 

from avoiding the arbitration provisions of her employment 

contracts.

* This summary constitutes no part of the opinion of the court. It 

has been prepared by court staff for the convenience of the reader.
FRANKLIN V. CMTY. REG’L MED. CTR. 3

COUNSEL

David C. Leimbach (argued) and Carolyn H. Cottrell, 

Schneider Wallace Cottrell Konecky LLP, Emeryville, 

California, for Plaintiff-Appellant.

Andrew M. Paley (argued), Kiran Aftab Seldon and 

Geoffrey C. Westbrook, Seyfarth Shaw LLP, Los Angeles, 

California, for Defendant-Appellee.

OPINION

BENNETT, Circuit Judge:

Plaintiff Isabelle Franklin appeals from the district 

court’s order granting defendant Community Regional 

Medical Center’s motion to compel arbitration of Franklin’s 

claims for statutory hour and wage violations. We have 

jurisdiction pursuant to 9 U.S.C. § 16(a)(3), and we affirm.

I.

Franklin is a nurse who works on assignment. She was 

employed by a staffing agency, United Staffing Solutions, 

Inc. (USSI), with whom she signed a Mediation and 

Arbitration Policy and Agreement (Arbitration Agreement). 

The Arbitration Agreement requires Franklin and USSI to 

arbitrate “all disputes that may arise out of or be related to 

[Franklin’s] employment, including but not limited to the 
4 FRANKLIN V. CMTY. REG’L MED. CTR.

termination of [Franklin’s] employment and [Franklin’s] 

compensation.”1

In late 2017, USSI assigned Franklin to work at 

Community Regional Medical Center’s hospital (the 

Hospital) in Fresno, California. Franklin signed a Travel 

Nurse Assignment Contract (Assignment Contract) with 

USSI establishing the terms of her assignment. The 

Assignment Contract sets Franklin’s hourly wages, her 

overtime rate, the length of her shifts, and USSI’s 

reimbursement policies. It explains that overtime will be 

paid “as dictated by Hospital policy and/or State Law,” but 

any overtime “must be approved by USSI prior to working.” 

The Assignment Contract also includes an arbitration 

provision for “any controversy or claim arising under 

federal, state, and local statutory or common or contract law 

between United Staffing Solutions, Inc. and [Franklin] 

involving the construction or application of any of the terms, 

provisions, or conditions of the [Assignment Contract].”

The Hospital is not a signatory to either the Arbitration 

Agreement or the Assignment Contract, and there is no 

contract between Franklin and the Hospital. There is also no 

contract between the Hospital and USSI. Instead, the 

Hospital contracts with a managed service provider, 

Comforce Technical Services, Inc. (“RightSourcing”) to 

source contingent nursing staff like Franklin. 

RightSourcing, in turn, contracts with USSI to provide the 

contingent nursing staff for the Hospital.

Under this arrangement, the Hospital retains supervision 

over the contingent nursing staff’s provision of clinical 

1 There are certain specifically listed “excluded disputes,” which 

are not relevant here.
FRANKLIN V. CMTY. REG’L MED. CTR. 5

services. RightSourcing bills the Hospital and remits 

payment to USSI for time worked by contingent nursing 

staff. USSI sets the wages of the nursing staff and pays them 

accordingly. The contract between RightSourcing and USSI 

requires that nursing staff use the Hospital’s timekeeping 

system but allows USSI to review the records for any 

discrepancies. In that contract, USSI agreed to pay its 

employees for any missed meal periods, but also agreed it 

would try to collect waivers of second meal periods from its 

employees.2

2 The contract provides:

In California, Supplier Employee must be provided a 

thirty (30) minute meal period if he or she works more 

than five (5) hours per day. If the total work period 

per day is no more than six (6) hours, the meal period 

may be waived by mutual consent of Client and

Supplier Employee. A Supplier Employee who works 

more than ten (10) hours per day must be provided 

with a second meal period of at least thirty (30) 

minutes. If the total work period per day is no more 

than twelve (12) hours, the second meal period may be 

waived by mutual consent but only if the first was not. 

A Supplier Employee need not be compensated for a 

meal break, if relieved of all work during the period 

and allowed to leave Client’s premises.

Supplier will attempt to collect a California Meal 

Period Waiver for the second meal period from all

Supplier Employees assigned to Client. If Supplier 

Employee refuses to waive second meal period, 

Supplier will notify Client and will counsel Supplier 

Employee accordingly. Supplier is required to pay the 

Supplier Employee for each missed off-duty meal 

period, and Client will be billed at the regular hourly 

rate. If Supplier Employee abuses the requirement, 

Supplier will counsel Supplier Employee and with 
6 FRANKLIN V. CMTY. REG’L MED. CTR.

Franklin worked at the Hospital from December 2017 to 

January 2018. Franklin then brought a class and collective 

action against the Hospital, alleging violations of the Fair 

Labor Standards Act (FLSA), the California Labor Code, 

and the California Business and Professions Code. The 

FLSA claims allege that the Hospital required Franklin to 

work during meal breaks and off the clock but failed to pay 

her for that work. The California Labor Code claims are 

substantially similar to the FLSA claims and, in addition, 

allege that the Hospital failed to provide accurate itemized 

wage statements to Franklin or reimburse her for travel 

expenses incurred during orientation at the Hospital. The 

California Business and Professions Code claim alleges 

unfair business practices based on the California Labor Code 

violations. 

The district court granted the Hospital’s motion to 

compel arbitration and dismissed Franklin’s claims without 

prejudice. The district court held that the Hospital could 

compel arbitration as a nonsignatory because Franklin’s 

statutory claims against the Hospital were “intimately 

founded in and intertwined with” her contracts with USSI. 

Thus, under California law, Franklin was equitably estopped 

from avoiding the arbitration provisions of her employment 

contracts. Franklin timely appealed.

II.

We usually review a district court’s decision about the 

arbitrability of claims de novo. Kramer v. Toyota Motor 

Corp., 705 F.3d 1122, 1126 (9th Cir. 2013). When the 

arbitrability decision concerns equitable estoppel, however, 

Client’s consent, cancel Supplier Employee’s 

assignment with Client.
FRANKLIN V. CMTY. REG’L MED. CTR. 7

our caselaw has been inconsistent on whether we review the 

district court’s decision de novo or for abuse of discretion. 

Compare Setty v. Shrinivas Sugandhalaya LLP, 986 F.3d 

1139, 1141 (9th Cir. 2021) (reviewing for abuse of 

discretion), and Nguyen v. Barnes & Noble Inc., 763 F.3d 

1171, 1179 (9th Cir. 2014) (same), with Namisnak v. Uber 

Techs., Inc., 971 F.3d 1088, 1094 (9th Cir. 2020) (reviewing 

de novo), and Kramer, 705 F.3d at 1126 (same). Because 

we reach the same result here under both de novo and abuse 

of discretion review, we need not resolve that inconsistency 

today and analyze this issue de novo.

III.

“Generally, parties who have not assented to an 

arbitration agreement cannot be compelled to arbitrate under 

its terms.” Namisnak, 971 F.3d at 1094. But “[t]he United 

States Supreme Court has held that a litigant who is not a 

party to an arbitration agreement may invoke arbitration 

under the FAA if the relevant state contract law allows the 

litigant to enforce the agreement.” Kramer, 705 F.3d at 

1128 (citing Arthur Andersen LLP v. Carlisle, 556 U.S. 624,

632 (2009)). California law applies here, and it allows a 

nonsignatory to invoke arbitration under the doctrine of 

equitable estoppel even when a signatory “attempts to avoid 

arbitration by suing nonsignatory defendants for claims that 

are based on the same facts and are inherently inseparable 

from arbitrable claims against signatory defendants.” 

Metalclad Corp. v. Ventana Env’t Organizational P’ship, 1 

Cal. Rptr. 3d 328, 334 (Ct. App. 2003) (quotation marks and 

citation omitted). We look to “the relationships of persons, 

wrongs and issues,” and in particular, whether the claims are 

“intimately founded in and intertwined with the underlying 

contract obligations.” Id. (citation omitted); see also 
8 FRANKLIN V. CMTY. REG’L MED. CTR.

Kramer, 705 F.3d at 1128. We do this because, as the court 

in Metalclad found:

The doctrine [of equitable estoppel] prevents 

a party from playing fast and loose with its 

commitment to arbitrate, honoring it when 

advantageous and circumventing it to gain 

undue advantage. . . . [W]here a party to an 

arbitration agreement attempts to avoid that 

agreement by suing a “related party with 

which it has no arbitration agreement, in the 

hope that the claim against the other party 

will be adjudicated first and have preclusive 

effect in the arbitration[,] [s]uch a maneuver 

should not be allowed to succeed . . . .”

1 Cal. Rptr. 3d at 335 (quoting IDS Life Ins. Co. v. 

SunAmerica, Inc., 103 F.3d 524, 530 (7th Cir. 1996)); see 

also Boucher v. All. Title Co., 25 Cal. Rptr. 3d 440, 447 (Ct. 

App. 2005) (“The fundamental point [of equitable estoppel] 

is that a party may not make use of a contract containing an 

arbitration clause and then attempt to avoid the duty to 

arbitrate by defining the forum in which the dispute will be 

resolved.”); Turtle Ridge Media Grp., Inc. v. Pac. Bell 

Directory, 44 Cal. Rptr. 3d 817, 822 (Ct. App. 2006). Thus, 

the question is whether Franklin’s claims against the 

Hospital are “intimately founded in and intertwined with” 

her employment contract with USSI.

A.

We begin by determining the relevant California law for 

analyzing whether a signatory employee’s claim against a 

nonsignatory client of the staffing agency is “intimately 

founded in and intertwined with” the employment contract. 

When the California Supreme Court has not spoken on an 
FRANKLIN V. CMTY. REG’L MED. CTR. 9

issue, we are “obligated to follow the decisions of the state’s 

intermediate appellate courts,” unless there is “convincing 

evidence” that the California Supreme Court would decide 

differently. Beeman v. Anthem Prescription Mgmt., LLC, 

689 F.3d 1002, 1008 (9th Cir. 2012) (en banc) (citation 

omitted). “This is especially true when the supreme court 

has refused to review the lower court’s decision.” State 

Farm Fire & Cas. Co. v. Abraio, 874 F.2d 619, 621 (9th Cir. 

1989).

Here, in the absence of a California Supreme Court case 

on point, we must decide whether we are bound to follow the 

California Court of Appeal’s published decision in Garcia v. 

Pexco, LLC, 217 Cal. Rptr. 3d 793 (Ct. App. 2017). In 

Garcia, the California Court of Appeal held that an 

employee’s California Labor Code claims against the 

staffing agency’s nonsignatory client were “intimately 

founded in and intertwined with” his employment contract 

with the staffing agency. Id. at 796–97. The California 

Supreme Court denied review. Id. at 797. But Franklin 

contends that Garcia is an “outlier” case that was wrongly 

decided, and thus its holding is not binding on us. We 

disagree.

Our review of California law shows that Garcia is not an 

“outlier” case. A recent published California Court of 

Appeal decision on equitable estoppel in the employment 

context, Jarboe v. Hanlees Auto Group, 267 Cal. Rptr. 3d 

640 (Ct. App. 2020), discussed Garcia and its holding that a 

“nonsignatory[] could compel arbitration based on equitable 

estoppel because [plaintiff]’s ‘claims against [the 

nonsignatory client] are rooted in his employment 

relationship with [the staffing agency].’” Jarboe, 267 Cal. 

Rptr. 3d at 651 (quoting Garcia, 217 Cal. Rptr. 3d at 796–

97). The court in Jarboe distinguished but did not disagree 
10 FRANKLIN V. CMTY. REG’L MED. CTR.

with Garcia—in fact, it analyzed Garcia together with 

Metalclad and Boucher, two cases that we have long 

recognized as accurate statements of California law. See 

Jarboe, 267 Cal. Rptr. 3d at 650–52; see also Kramer, 705 

F.3d at 1129. There are no California decisions inconsistent 

with Garcia, and we see no evidence that the California 

Supreme Court would reject Garcia’s reasoning.

Franklin also argues that Garcia was wrongly decided 

because statutory claims never arise out of or involve the 

interpretation of employment agreements,3 relying on 

Narayan v. EGL, Inc., 616 F.3d 895 (9th Cir. 2010), and 

Elijahjuan v. Superior Court, 147 Cal. Rptr. 3d 857 (Ct. 

App. 2012). But Narayan is not relevant here. In Narayan, 

we held that plaintiffs’ claims, which turned on whether they 

were employees, did not “arise out of the contract” and 

therefore fell outside the scope of the employment contract’s 

choice-of-law clause under Texas law. 616 F.3d at 898–99. 

That narrow holding on the scope of a contractual clause 

(under a different state’s law) has no bearing on the different 

question of whether a plaintiff’s claims are “intertwined 

3 Garcia rejected this argument:

[Garcia] alleges his claims are based upon statutory 

violations, do not sound in contract, and cannot be 

deemed part of the arbitration agreement.

[His] argument ignores the fact that a claim “arising 

out of” a contract does not itself need to be contractual. 

Even though Garcia’s claims are styled as Labor Code 

violations, the arbitration agreement applies.

217 Cal. Rptr. 3d at 795–96 (citation omitted).
FRANKLIN V. CMTY. REG’L MED. CTR. 11

with” the employment contract.4 Similarly, Elijahjuan has 

nothing to do with equitable estoppel. In Elijahjuan, the 

court considered whether a statutory claim against a 

signatory employer fell outside the scope of the arbitration 

clause. 147 Cal. Rptr. 3d at 859–60. That scope-ofarbitration analysis of a claim between two signatories 

provides no guidance for whether claims against a 

nonsignatory are “intertwined with” the employment 

contract.5

Of course, to compel arbitration of a plaintiff’s claims 

against a nonsignatory (as Garcia did), the court must decide 

both that (1) the plaintiff is equitably estopped from escaping 

the contract, and (2) the claims fall within the scope of the 

contract’s arbitration clause. See Garcia, 217 Cal. Rptr. 3d 

at 795–97. So Elijahjuan’s scope-of-arbitration analysis 

may be relevant to whether a claim against a nonsignatory is 

ultimately arbitrated. But in Elijahjuan, the court relied on 

the specific terms of the arbitration clause to determine that 

4 In addition, the central issue in Narayan was whether plaintiffs

were employees—a question answered by California’s multi-factor 

Borello test, not the contract’s terms. 616 F.3d at 899–904. In fact, we 

acknowledged that “the contracts will likely be used as evidence to prove 

or disprove the statutory claims.” Id. at 899. Besides, California courts 

have continued to compel arbitration of California Labor Code claims. 

See Khalatian v. Prime Time Shuttle, Inc., 188 Cal. Rptr. 3d 113, 119 

(Ct. App. 2015).

5 The scope-of-arbitration and equitable estoppel inquiries are 

distinct. See Garcia, 217 Cal. Rptr. 3d at 795–96 (discussing whether 

the plaintiff’s claims fell outside the scope of arbitration separately from 

the equitable estoppel analysis). The equitable estoppel inquiry asks 

whether it is fair to saddle the plaintiff with the contract’s obligations

(under the “intimately founded in and intertwined with” test). The 

scope-of-arbitration inquiry asks whether the contract’s obligations 

include arbitration of the plaintiff’s claims. 
12 FRANKLIN V. CMTY. REG’L MED. CTR.

the statutory claims were outside the scope of the agreement. 

147 Cal. Rptr. 3d at 864 (“The arbitration provision in this 

case is . . . narrow and obviously differs from one 

encompassing ‘any and all employment-related disputes.’”). 

Here, the Arbitration Agreement specifically states that it 

encompasses “all disputes,” including those “based on . . . 

statute,” whether based on certain enumerated federal and 

state statutes, or on “any other state or federal law or 

regulation.” Likewise, the arbitration agreement in Garcia

“specifically defined disputes subject to arbitration as 

including . . . those regarding . . . state and federal 

employment laws and regulation[s].” 217 Cal. Rptr. 3d at 

794. The arbitration clause in Elijahjuan had no such 

language. See Elijahjuan, 147 Cal. Rptr. 3d at 860 (requiring 

arbitration only for disputes “aris[ing] with regard to [the 

contract’s] application or interpretation” (emphasis in 

original)); cf. Khalatian, 188 Cal. Rptr. 3d at 119 

(compelling arbitration of California Labor Code claims 

because of “the broad language of the [a]greement”). Thus, 

Elijahjuan does not conflict with Garcia or preclude 

arbitration of Franklin’s claims.6

Rather, Garcia is consistent with Ninth Circuit precedent 

on equitable estoppel. Although Franklin points out that we 

have “never previously allowed a non-signatory defendant 

to invoke equitable estoppel against a signatory plaintiff,” 

Rajagopalan v. NoteWorld, LLC, 718 F.3d 844, 847 (9th Cir. 

2013) (per curiam), neither have we foreclosed that 

6 The district court found that Franklin’s claims were “‘expressly 

included’ in the scope of [her and USSI’s] agreement to arbitrate.” She 

does not otherwise challenge that finding except through her claim that 

“statutory wage and hour claims exist independent of employment 

agreements,” which we reject.
FRANKLIN V. CMTY. REG’L MED. CTR. 13

possibility.7 In Kramer, we recognized that equitable 

estoppel applies when the plaintiff’s claims rely on the 

written agreement, for instance when the claims are 

“intimately founded in and intertwined with the underlying 

contract obligations.” 705 F.3d at 1129 (quoting Goldman 

v. KPMG, LLP, 92 Cal. Rptr. 3d 534, 543 (Ct. App. 2009)). 

We have consistently reiterated this rule in later cases that 

have considered a nonsignatory defendant’s attempt to 

invoke equitable estoppel against a signatory plaintiff. See, 

e.g., Murphy v. DirecTV, Inc., 724 F.3d 1218, 1230 (9th Cir. 

2013); In re Henson, 869 F.3d 1052, 1060 (9th Cir. 2017) 

(per curiam). Each time, we have declined to require 

arbitration because the specific facts did not suggest the 

plaintiffs’ claims were “intimately founded in and 

intertwined with” the arbitration contract. Kramer, for 

example, involved claims by consumers, who had arbitration 

agreements with a retailer, against a nonsignatory 

manufacturer for product defects. 705 F.3d at 1125–26; cf.

Murphy, 724 F.3d at 1230 (consumer claims against 

nonsignatory retailer); In re Henson, 869 F.3d at 1061 

(similar). None of our previous cases have involved staffing 

agencies, and the relationship between employees (like 

nurses), staffing agencies, and clients (like hospitals) bears 

little resemblance to the relationship between consumers and 

participants in the supply chain (like manufacturers).8 

7 In fact, it is no longer true that we have never applied equitable 

estoppel to compel arbitration of a plaintiff’s claims against a 

nonsignatory. See In re Pac. Fertility Ctr. Litig., 814 F. App’x 206, 209 

(9th Cir. 2020).

8 Our other equitable estoppel cases take place in similarly 

inapposite contexts. See Rajagopalan, 718 F.3d at 846–48 (finding 

claims against payment processing company were not intertwined with 

contract with debt servicing provider); Mundi v. Union Sec. Life Ins., 555 

F.3d 1042, 1044, 1047 (9th Cir. 2009) (finding claims related to life 
14 FRANKLIN V. CMTY. REG’L MED. CTR.

Garcia simply applies a rule that we have (necessarily) long 

recognized—that equitable estoppel applies to claims 

“intimately founded in and intertwined with” an underlying 

contract—to different facts.

Even if we had doubts about how Garcia fits within our 

circuit’s caselaw, principles of federalism and comity weigh 

strongly in favor of following Garcia. The same 

considerations that drove the Supreme Court’s decision in 

Erie Railroad Co. v. Tompkins, 304 U.S. 64 (1938), exist 

here. Arbitration agreements are contracts, and the Federal 

Arbitration Act does not “purport[] to alter background 

principles of state contract law regarding the scope of 

agreements (including the question of who is bound by 

them).” Arthur Andersen, 556 U.S. at 630. Thus, in 

applying state law here, we embody Erie by “follow[ing] the 

decisions of intermediate state courts in the absence of 

convincing evidence that the highest court of the state would 

decide differently.” Stoner v. N.Y. Life Ins. Co., 311 U.S. 

464, 467 (1940). We have no convincing evidence that the 

California Supreme Court (which denied review in Garcia) 

would reject Garcia’s reasoning.9 We have no competing 

California Court of Appeal decisions that conflict with 

Garcia. If we declined to follow Garcia in this situation, we 

would place our court in the inappropriate position of 

independently determining the meaning of California 

insurance policy covering a loan were not intertwined with the loan 

itself).

9 Although Franklin argues that some federal district courts have 

disagreed with Garcia’s result, “[t]he opinions of other federal [district] 

judges on a question of state law do not constitute convincing evidence 

that the state supreme court would decide an issue differently.” Ryman 

v. Sears, Roebuck & Co., 505 F.3d 993, 995 n.1 (9th Cir. 2007) 

(quotation marks, citation, and alteration omitted).
FRANKLIN V. CMTY. REG’L MED. CTR. 15

contract law. We would also create a divide between how 

our circuit and California courts apply equitable estoppel, 

leading to the “classic pre-Erie problems of forum shopping 

and inconsistent enforcement of state law.” Beeman, 689 

F.3d at 1005. This we cannot do. Erie, 304 U.S. at 74–78. 

Accordingly, we follow the California Court of Appeal’s 

decision in Garcia.

B.

The court in Garcia found that the plaintiff’s statutory 

claims were “intimately founded in and intertwined with” his 

employment relationship on these facts: The plaintiff signed 

an arbitration agreement with a staffing agency and was then 

assigned to work for the staffing agency’s client, who was a 

nonsignatory to the arbitration agreement. Garcia, 217 Cal. 

Rptr. 3d at 794. The plaintiff alleged that the staffing agency 

and the client had deprived him of meal breaks and rest 

periods, failed to record his meal breaks properly, and did 

not pay him for overtime work, among other grievances. Id.; 

see also First Am. Class Action Compl. at 4, Garcia, 217 

Cal. Rptr. 3d 793 (No. G052872), 2015 WL 10738717. 

Based on these allegations, the plaintiff sued both the 

staffing agency and the client as joint employers for 

violating the California Labor Code and sought recovery of 

the wages to which he was entitled. Garcia, 217 Cal. Rptr. 

3d at 794–95; First Am. Class Action Compl. at 5–9, Garcia, 

217 Cal. Rptr. 3d 793 (No. G052872).

The facts here are like those in Garcia. Franklin signed 

two arbitration agreements with USSI and was then assigned 

to work for USSI’s client, the Hospital—a nonsignatory to 

the arbitration agreements. Franklin alleges that the Hospital 

failed to give her proper meal breaks, pay her for off-theclock work, provide accurate wage statements, or reimburse 

her for expenses she incurred during her orientation. Like 
16 FRANKLIN V. CMTY. REG’L MED. CTR.

the plaintiff in Garcia, Franklin also brings statutory claims 

against the Hospital under the California Labor Code (and 

similar claims under the FLSA) to recover wages she claims 

she is entitled to.

It does not matter that Franklin’s allegations are leveled 

only at the Hospital and not USSI. Although the court in 

Garcia cited the plaintiff’s decision to allege that the staffing 

agency and the client were jointly responsible for the 

statutory violations, 217 Cal. Rptr. 3d at 797, that was not an 

invitation for litigants and their lawyers to plead around 

equitable estoppel. In matters of equity, such as the 

application of equitable estoppel, it is the substance of the 

plaintiff’s claim that counts, not the form of its pleading. See 

Copp v. Millen, 77 P.2d 1093, 1096 (Cal. 1938) (“Equity 

always looks to the substance, and not to the form . . . .”). 

For the same reason, Franklin cannot avoid arbitration 

simply because she has sued only the Hospital and not USSI. 

Cf. Goldman, 92 Cal. Rptr. 3d at 547 (discussing Grigson v. 

Creative Artists Agency, L.L.C., 210 F.3d 524 (5th Cir. 

2000), where the Fifth Circuit described an action against 

only nonsignatories as “a quite obvious, if not blatant, 

attempt to bypass the agreement’s arbitration clause,” id. at 

530). Instead, we look at whether the substance of 

Franklin’s claims against the Hospital is so intertwined with 

her employment contract with USSI that it would be unfair 

for Franklin to avoid arbitration.

The thrust of Franklin’s claims is that she is owed wages 

(and overtime) for unrecorded time that she worked. For 

example, she alleges that she was required to “remain on 

duty” during her meal and rest breaks, and as a result 

“routinely performed work during her entire shift.” Yet she 

was not paid for the time she worked during her breaks. 

Similarly, Franklin alleges that she “performed work while 
FRANKLIN V. CMTY. REG’L MED. CTR. 17

‘off-the-clock’ with [the Hospital]’s knowledge and was 

denied compensation for the time she spent engaged in this 

work.” The court in Garcia found these types of claims were 

intertwined with the employment relationship with the 

staffing agency, and we do likewise. We analyze Franklin’s 

claims by looking at the relationship between the parties and 

their connection to the alleged violations. Metalclad, 1 Cal. 

Rptr. 3d at 334. In doing so, we find that Franklin’s 

employment with USSI is central to her claims. The record 

shows that USSI was responsible for seeking meal period 

waivers and compensating Franklin for missed meal breaks, 

as well as making Franklin available for orientation at the 

Hospital that she alleges was “off-the-clock” work. Even if 

Franklin is correct that the Hospital violated its statutory 

obligations by, for example, “alter[ing] the time records to 

show a meal period that was never taken,” or “requir[ing] 

[Franklin] to perform substantial work off-the-clock and 

without compensation,” USSI was responsible for reviewing 

the timekeeping records and raising any discrepancies with 

the Hospital. Although Franklin omits any mention of USSI 

from her complaint, the substance of her claims is rooted in 

her employment relationship with USSI, which is governed 

by the Arbitration Agreement.10 See Garcia, 217 Cal. Rptr. 

3d at 796.

Moreover, Franklin’s claims depend on whether she was 

paid the wages or overtime she was due, see, e.g., 29 U.S.C. 

10 We have distinguished between an employment relationship and 

an employment agreement in declining to compel arbitration. Yang v. 

Majestic Blue Fisheries, LLC, 876 F.3d 996, 1002–03 (9th Cir. 2017), 

abrogated on other grounds by GE Energy Power Conversion Fr. SAS, 

Corp. v. Outokumpu Stainless USA, LLC, 140 S. Ct. 1637 (2020). But 

here there is both an employment agreement with an arbitration clause 

(the Assignment Contract) and a separate Arbitration Agreement 

covering Franklin’s employment with USSI generally.
18 FRANKLIN V. CMTY. REG’L MED. CTR.

§ 207(a)(1), but she does not dispute that USSI, not the 

Hospital, was responsible for paying her. Not only did the 

Assignment Contract set her hourly wage rate and overtime 

rate, but it also set the regular length of her shifts, the time 

her shifts started and ended, and the number of hours in her 

workweek. And under the contract, USSI would pay all 

overtime “as dictated by Hospital policy and/or State Law,” 

subject to USSI pre-approval. It is true that Franklin could 

hypothetically sustain her claims even if there were no 

Assignment Contract, but in that case a factfinder would still 

need information about how and whether Franklin was paid 

by USSI. Here, that necessary information is established by 

the terms of her Assignment Contract. Thus, we agree with 

the district court that “whether [Franklin] can maintain 

liability against the Hospital[,] given USSI’s role as [her] 

employer, cannot be answered without reference to the 

Assignment Contract.”

Finally, Franklin’s other claims—that the Hospital failed 

to provide her accurate wage statements or reimburse her 

travel expenses—cannot stand on their own against the 

Hospital. For example, she alleges that the Hospital “do[es] 

not provide timely, accurate itemized wage statements” and 

“often promise[s] to reimburse [her] for . . . travel expenses, 

but often fails to do so.” But the Assignment Contract sets 

out USSI’s payroll duties and the amount of Franklin’s travel 

reimbursement. Therefore, these claims are not “fully viable 

without reference to the terms of [the Assignment 

Contract].” Goldman, 92 Cal. Rptr. 3d at 551.

Accordingly, Franklin’s claims against the Hospital are 

“intimately founded in and intertwined with” her 

employment contract with USSI. We thus hold that Franklin 
FRANKLIN V. CMTY. REG’L MED. CTR. 19

is equitably estopped from avoiding arbitration of her claims 

against the Hospital.11

AFFIRMED.

11 Because we agree with the district court that the Hospital can 

compel arbitration under the doctrine of equitable estoppel, we need not 

and do not reach the issue of whether the Hospital can also compel 

arbitration under the theory that it is an agent of USSI.