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Superior Court of California, County of Alameda
Rene C. Davidson Alameda County Courthouse
Gatlin No. RG19015524
Plaintiff/Petitioner(s)
VS. Minutes
Anheuser-Busch, LLC
Defendant/Respondent(s)
(Abbreviated Title)
Department 21 Honorable Winifred Y. Smith ,Judge
Cause called for Motion: March 13, 2020.
The Motion ofDefendant Anheuser -Busch to compel plaintiff Gatlin to arbitrate his claims is DENIED.
FACTS
"The petitioner bears the burden of proving the existence of a valid arbitration agreement by a
preponderance ofthe evidence, ...The trialcourt sitsas the trierof fact, weighing all the affidavits,
declarations, and other documentary evidence, and any oral testimony the court may receive at its
discretion, to reach a final determination." (Ruiz v. Moss Bros. Auto Group, Inc.(2014) 232 Cal.App.4th
836, 842.)
On or about 11/1/15, Anheuser-Busch acquired the assets ofHorizon Beverage and hired the employees
of Horizon Beverage. (Bodisch Dec., para 3, 5)
On 9/14/15, Gatlin read and acknowledged a statement on a computer job application thatAnheuser-
Busch requires itsemployees to agree to the Dispute Resolution Program ("DRP"). (Gatlin Dec., para 4;
Bodisch Reply Dec., Exh A) The computer job application did not attach or have alink to the DRP.
(Gatlin Dec., para 4)
On 10/14/15, Gatlin was presented with and signed atwo page offer letterthat states Anheuser -Busch
has the DRP and that he agreed to the DRP.
The letterstates that the DRP does not apply if thereisan applicable collective bargaining agreement.
As of 10/14/15, Gatlin was a member of the Teamsters Union and thought the union contract would
continue. (Gatlin Dec., para 7) (See also Bodisch Depo at 141-143 [Anheuser-Busch used a standardized
letter].)
The letterstates "The DRP materials were included inyour application packet." (Bodisch Dec., para 8,
Exh A) Plaintiff states he did not get acopy of the DRP. (Gatlin Dec., para 5.) Plaintiffstates there at
the meeting on 10/14/15 was no discussion of arbitration orthe DRP. (Gatlin Dec., para 10.)
At deposition, Anheuser-Busch's relevant witness stated she could not recallwhether she was inGatlin's
offer lettermeeting and did not know ifGatlin's manager actually handed the offer letterto Gatlin.
(Bodisch Depo at 86-87, 89.) She testifiedthat the offer lettersdid not have anything attached to them.
(Bodisch Depo at 108.) She testified thatthere isno written record that the DRP was transmitted to any
of the Sales Reps inOakland. (Bodisch Depo at 168.)
The Anheuser-Busch Director on Integration states that standard procedure was to distribute DRPs to new
employees. (Balakrishnan Reply Dec., para 5-9.)
On 10/29/15, Anheuser -Busch sent Gatlin an email with a copy of the offer and acceptance letterthat
repeated the statements about the DRP. Anheuser-Busch's relevant witness statesthat the email attached
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a copy of the DRP. (Bodisch Reply Dec., para 9.) (Sathyanarayan Reply Dec, para 3.) Plaintiff states
that the email did not attach a copy of the DRP. (Gatlin Dec., para 11.)
Having reviewed and weighed the above evidence, the court makes the following factual findings: (1) on
9/14/15, Gatlin filledout a computer job application but the application did not attach or have a link to
the DRP; (2) on 10/14/15, Gatlin was presented with and signed a two page offer letter;(3) on 10/14/15,
Anheuser-Busch did not orally inform Gatlin ofthe general terms of the DRP or give Gatlin a copy of the
DRP; (4) the offer letterwas ambiguous about whether the DRP would apply to persons who were
members of an applicable collective bargaining agreement when they signed the letter;and (5) on
10/29/15, the Anheuser-Busch email toGatlin did not attach a copy of the DRP.
The specific evidence related to Gatlin is more compelling than the general evidence that the Anheuser-
Busch standard procedure was to distribute DRPs to new employees. Anheuser-Busch did not produce
any signed or initialed copy ofthe DRP affirming that itprovided a copy toGatlin.
LEGAL STANDARDS ON ARBITRATION GENERALLY
When asked to enforce an agreement to arbitrate,the Court must ordinarily answer only two "gateway"
questions: (1) whether the parties had agreed to arbitrate disputes, per the normal rules of contract, and
(2) whether the parties’ current dispute lieswithin the scope of the agreement to arbitrate. (Omar v.
Ralphs Grocery Co. (2004) 118 Cal.App.4th 955, 960; see 9 U.S.C. §4 ["Ifthe making of the arbitration
agreement or the failure,neglect, or refusal toperform the same be in issue, the court shall proceed
summarily to the trialthereof."].)
"California law ...favors enforcement of valid arbitration agreements." (Armendariz v. Foundation
Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 97.) The California Arbitration Act requires courts
to enforce arbitration clauses. (CCP 1280 et seq.)
THE COURT WILL DECIDE WHETHER THE ARBITRATION AGREEMENT IS ENFORCEABLE.
The court will determine issues ofarbitrability on the fact of this case.
As a general principle, "theenforceability of an arbitration agreement is ordinarily to be determined by the
court. The parties may agree in the arbitration provision, however, that the enforceability issue willbe
delegated to the arbitrator. ...
To establish this exception, itmust be shown by "clear and unmistakable"
evidence that the parties intended to delegate the issue to the arbitrator. ...The "clear and unmistakable"
test reflectsa "heightened standard" of proof. ..,That isbecause the question of who would decide the
unconscionability of an arbitration provision is not one that the parties would likelyfocus upon in
contracting, and the default expectancy is that the court would decide the matter." (Ajamean v.
CantorCO2e, L.P. (2012) 203 Cal. App.4th 771, 781-782) (See also Nielsen Contracting, Inc. v.Applied
Underwriters, Inc. (2018) 22 Cal.App.5th 1096; Aanderud v. Superior Court (2017) 13 Cal.App.5th 880,
892.)
Turning to the fact of this case, the DRP at 13.1 states "The Arbitrator shall have exclusive authority to
resolve any dispute relatingto the applicability, enforceability or formation of the DRP, including any
claim that allor part of the DRP is invalid or unenforceable."
The court finds that the communications toGatlin did not include or attach the DRP and therefore did not
have clear and unmistakable language that an arbitrator will decide issue of arbitrability. Even if theDRP
had been attached, the arbitrabilityprovision is on page 16 and has nothing that draws any attention to the
paragraph. The court willdecide arbitrability.
CONTRACT FORMATION.
Anheuser-Busch has not met itsburden of demonstrating that there was a meeting ofthe minds between it
and Gatlin that disputes would be resolved under the DRP. No party isrequired to arbitrate a dispute
"unless he or she has expressly agreed to do so by entering into a valid and enforceable written contract
with the party who seeks arbitration." (Grey v. American Management Services (2012) 204 Cal.App.4th
803, 808.)
There was no contract formation regarding the DRP on 9/14/15 when Gatlin filledout the computer job
application both because itwas just an application and not a contract and also because the application did
not attach orhave a link to the DRP.
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There was no contract formation regarding the DRP on 10/14/15 when Gatlin signed the offer letter
because Anheuser-Busch did not orally inform Gatlin of the general terms of the DRP or give Gatlin a
copy of the DRP. In addition, the offerletter was ambiguous about whether the DRP would apply to
persons who were members of an applicable collective bargaining agreement when they signed the letter.
There was no contract formation regarding the DRP on 10/29/15, when Anheuser-Busch sent Gatlin an
email with a copy of the letterboth because Anheuser-Busch has not demonstrated that the DRP was
attached.
CONCLUSION
The Motion ofDefendant Anheuser-Busch to compel arbitration isDENIED.
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Entered on 03/13/2020
Chad Finke Executive Officer / Clerk of the Superior Court
distal
By C. td 2
Deputy Clerk
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