FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

EDMOND CARMONA,

Plaintiff-Appellee,

and

ABRAHAM MENDOZA; ROGER 

NOGUERIA, on behalf of themselves 

and all others similarly situated,

Plaintiffs,

v.

DOMINO’S PIZZA, LLC, a Michigan 

Corporation,

Defendant-Appellant.

No. 21-55009

D.C. No.

8:20-cv-01905-

JVS-JDE

OPINION

Appeal from the United States District Court

for the Central District of California

James V. Selna, District Judge, Presiding

Argued and Submitted November 15, 2021

Pasadena, California

Filed December 23, 2021
2 CARMONA V. DOMINO’S PIZZA

Before: Kim McLane Wardlaw, Barrington D. Parker,*

and Andrew D. Hurwitz, Circuit Judges.

Opinion by Judge Hurwitz

SUMMARY**

Federal Arbitration Act / California Labor Law

The panel affirmed the district court’s order denying 

Domino’s Pizza, LLC’s motion to compel arbitration in a 

putative class action brought by Domino’s drivers, asserting 

violations of various California labor laws.

The district court denied the motion based on its finding 

that the drivers were a “class of workers engaged in foreign 

or interstate commerce,” and were therefore exempt from the 

requirements of the Federal Arbitration Act (“FAA”), 

notwithstanding their contracts with Domino’s that provided 

claims between the parties be submitted to arbitration under 

the FAA.

Section 1 of the FAA exempts from the arbitration 

mandate certain employment contracts, including “workers 

engaged in foreign and interstate commerce,” referred to as 

the “residual clause.” The exemption applies if the class of 

* The Honorable Barrington D. Parker, United States Circuit Judge 

for the U.S. Court of Appeals for the Second Circuit, sitting by 

designation.

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

has been prepared by court staff for the convenience of the reader.
CARMONA V. DOMINO’S PIZZA 3

workers is engaged in a “single, unbroken stream of 

interstate commerce” that renders interstate commerce a 

“central part” of their job description. Capriole v. Uber 

Techs., Inc., 7 F.4th 854, 866 (9th Cir. 2021).

Domino’s contended that the drivers who delivered 

goods to individual Domino’s franchisees in California were 

not engaged in interstate commerce because the franchisees, 

all located in California, placed orders with the supply center 

in the state, and the goods delivered were not in the same 

form in which they arrived at the supply center. The panel 

disagreed. The panel held that Rittman v. Amazon.com, Inc., 

971 F.3d 904 (9th Cir. 2020), which concerned Amazon 

package delivery drivers, was instructive. Like Amazon, 

Domino’s was directly involved in the procurement and 

delivery of interstate goods, was involved in the process 

from the beginning to the ultimate delivery of the goods to 

their destinations, and its business included not just the 

selling of goods, but also the delivery of those goods. The 

alteration of the goods at the supply center did not change 

the result. The panel concluded that, as with the Amazon 

drivers, the transportation of interstate goods on the final leg 

of their journey by the Domino’s drivers satisfied the 

requirements of the residual clause.

COUNSEL

Norman M. Leon (argued), DLA Piper LLP (US), Chicago, 

Illinois; Steve L. Hernández, DLA Piper LLP (US), Los 

Angeles, California; Taylor Wemmer, DLA Piper (US) LLP, 

San Diego, California; for Defendant-Appellant.
4 CARMONA V. DOMINO’S PIZZA

Aashish Y. Desai (argued) and Adrianne De Castro, Desai 

Law Firm P.C., Costa Mesa, California, for PlaintiffAppellee.

OPINION

HURWITZ, Circuit Judge:

Three delivery drivers sued Domino’s Pizza, LLC, on 

behalf of themselves and a putative class, asserting 

violations of various California labor laws. Domino’s 

moved to compel arbitration pursuant to its contracts with 

the drivers. The district court denied the motion, finding that 

the drivers are a “class of workers engaged in foreign or 

interstate commerce,” and are therefore exempt from the 

requirements of the Federal Arbitration Act (“FAA”) under 

9 U.S.C. § 1. We affirm.

I

Domino’s sells pizza to the public primarily through 

franchisees. Domino’s buys various goods, such as 

mushrooms, that are used by its franchisees in making 

pizzas, from suppliers outside of California. Those goods 

are then delivered by third parties to the Domino’s Southern 

California Supply Chain Center (“Supply Center”). At the 

Supply Center, Domino’s employees reapportion, weigh, 

package, and otherwise prepare the goods to be sent to 

franchisees. Domino’s franchisees in Southern California 

order the goods either online or by calling the Supply Center, 

and the plaintiff drivers (“D&S drivers”), who are 

employees of Domino’s, then deliver the goods to the 

franchisees.
CARMONA V. DOMINO’S PIZZA 5

Edmond Carmona and two other D&S drivers filed this 

putative class action against Domino’s in 2020, alleging 

violations of California labor law. The three lead plaintiffs 

each had agreements with Domino’s providing that “any 

claim, dispute, and/or controversy” between the parties 

would “be submitted to and determined exclusively by 

binding arbitration under the Federal Arbitration Act.”

In response to the D&S drivers’ complaint, Domino’s 

moved to compel arbitration. The district court denied the 

motion, finding the plaintiffs exempt from the FAA under 

9 U.S.C. § 1 notwithstanding their contracts with Domino’s 

because they are transportation workers “engaged in foreign 

or interstate commerce.” Domino’s timely appealed. We 

have jurisdiction pursuant to 9 U.S.C. § 16(a)(1)(B) and 

review the denial of a motion to compel arbitration de novo. 

Wilson v. Huuuge, Inc., 944 F.3d 1212, 1219 (9th Cir. 2019).

II

The FAA provides that arbitration agreements 

“evidencing a transaction involving commerce . . . shall be 

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. Section 1 of the FAA, however, 

exempts from the arbitration mandate “contracts of 

employment of seamen, railroad employees, or any other 

class of workers engaged in foreign or interstate commerce.” 

9 U.S.C. § 1. The clause setting out that last category, the 

one relevant here, is sometimes referred to as the “residual 

clause.” See, e.g., In re Grice, 974 F.3d 950, 955 (9th Cir. 

2020). The residual clause is afforded a “narrow 

construction” to further the FAA’s purpose of overcoming 

“judicial hostility to arbitration agreements.” Circuit City 

Stores, Inc. v. Adams, 532 U.S. 105, 118 (2001) (cleaned up). 

“The burden is on the party opposing arbitration . . . to show 
6 CARMONA V. DOMINO’S PIZZA

that Congress intended to preclude a waiver of judicial 

remedies for the statutory rights at issue.” Rogers v. Royal 

Caribbean Cruise Line, 547 F.3d 1148, 1151 (9th Cir. 2008) 

(quoting Shearson/Am. Express, Inc. v. McMahon, 482 U.S. 

220, 227 (1987)).

The “critical factor” in determining whether the residual 

clause exemption applies is not the “nature of the item 

transported in interstate commerce (person or good) or 

whether the plaintiffs themselves crossed state lines, but 

rather the nature of the business for which a class of workers 

performed their activities.” Grice, 974 F.3d at 956 (cleaned 

up). The exemption applies if the class of workers is 

engaged in a “single, unbroken stream of interstate 

commerce” that renders interstate commerce a “central part” 

of their job description. Capriole v. Uber Techs., Inc., 

7 F.4th 854, 866 (9th Cir. 2021).

Domino’s does not dispute that the third parties who 

delivered goods to the Supply Center are engaged in 

interstate commerce. But it contends that the D&S drivers 

who deliver goods to individual Domino’s franchisees in 

California are not so engaged because the franchisees, all 

located in California, place orders with the Supply Center in 

the state, and the goods delivered are not in the same form in 

which they arrived at the Supply Center. We disagree.

Our recent opinion addressing the residual clause, 

Rittmann v. Amazon.com, Inc., 971 F.3d 904 (9th Cir. 2020), 

is instructive. In Rittmann, we held that Amazon package 

delivery drivers were engaged in “a continuous interstate 

transportation” of goods because they picked up packages 

that had come across state lines to Amazon warehouses and 

then transported them “for the last leg” to their eventual 

destinations. Id. at 915–16. Amazon coordinated the 

deliveries from origin to destination, and the packages were 
CARMONA V. DOMINO’S PIZZA 7

not transformed at the warehouses. Id. at 907, 915–17. We 

emphasized that “Amazon’s business includes not just the 

selling of goods, but also the delivery of those goods.” Id. 

at 918.

Like Amazon, Domino’s is directly involved in the 

procurement and delivery of interstate goods; the D&S 

drivers, like the Amazon package delivery drivers, transport 

those goods “for the last leg” to their final destinations. See 

id. at 915–16. Like Amazon, Domino’s is involved in the 

process from beginning to the ultimate delivery of the goods 

to their destinations and its “business includes not just the 

selling of goods, but also the delivery of those goods.” See 

id. at 918.

To be sure, there are some factual differences between 

this case and Rittmann. The customers to whom the Amazon 

drivers delivered the interstate goods in Rittmann initiated 

the purchases online with Amazon, id. at 907, while the 

Domino’s franchisees order the goods from the Supply 

Center in California only after Domino’s has already 

purchased them. But this is a distinction without a 

difference. The issue is not how the purchasing order is 

placed, but rather whether the D&S drivers operate in a 

“single, unbroken stream of interstate commerce” that 

renders interstate commerce a “central part” of their job 

description. See Capriole, 7 F.4th at 866. As with the 

Amazon drivers, the transportation of interstate goods on the 

final leg of their journey by the D&S drivers satisfies this 

requirement. Although some of the goods delivered to the 

Supply Center are from California suppliers, that does not 

change the outcome. See Rittmann, 971 F.3d at 917 n.7 

(explaining that Amazon package delivery drivers are 

engaged in interstate commerce “even if that engagement 

also involves intrastate activities”).
8 CARMONA V. DOMINO’S PIZZA

Nor does the alleged “alteration” of the goods at the 

Supply Center change the result. Although some of the 

goods are transformed into pizza dough at the Supply Center, 

items such as mushrooms are simply reapportioned, 

weighed, packaged, and stored before being delivered to 

franchisees by the D&S drivers. This case is thus different 

than A.L.A. Schechter Poultry Corp. v. United States, 

295 U.S. 495 (1935), upon which Domino’s relies. 

Schechter Poultry held that live poultry was no longer in the 

stream of interstate commerce after being processed at 

slaughterhouses and then sold locally to retail dealers and 

butchers who in turn sold directly to consumers. Id. at 543. 

Here, the relevant goods are not transformed into a different 

form and were procured out-of-state by Domino’s to be sold 

to a Domino’s franchisee, not to an unrelated third party.1 

Cf. Levin v. Caviar, Inc., 146 F. Supp. 3d 1146, 1154 (N.D. 

Cal. 2015) (“Ingredients contained in the food that Plaintiff 

ultimately delivered from restaurants ended their interstate 

journey when they arrived at the restaurant where they were 

used to prepare meals.”).

AFFIRMED.

1 The other cases Domino’s relies on involve companies that engage 

with goods only after they arrive in state. See Lee v. Postmates Inc., No. 

18-cv-03421-JCS, 2018 WL 6605659, at *7 (N.D. Cal. Dec. 17, 2018);

Bean v. ES Partners, Inc., 533 F. Supp. 3d 1226, 1236 (S.D. Fla. 2021).