Filed 10/22/26 De Lecea v. Attune Neurosciences CA1/3
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FIRST APPELLATE DISTRICT
DIVISION THREE
LUIS DE LECEA,
Plaintiff and Respondent,
A174537
v.
ATTUNE NEUROSCIENCES, INC., (San Mateo County
et al., Super. Ct. No. 24CIV04314)
Defendants and Appellants.
Luis de Lecea (plaintiff) filed the underlying action against his former
associates, Attune Neurosciences, Inc. and Rajiv Mahadevan (collectively,
defendants). The trial court denied defendants’ motion to compel arbitration
of plaintiff’s claims, finding that they failed to carry their burden of proving
that a valid arbitration agreement exists. On appeal, defendants challenge
the sufficiency of the evidence to support the order. We affirm.
BACKGROUND
The Complaint1
Plaintiff alleges he is a professor of psychiatry and behavioral sciences
who invented a device for treatment of sleep disorders. He is one of three
Plaintiff filed this action in 2024, and his operative first amended
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complaint in February 2025. The theories of liability alleged in the lengthy
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founders of Attune Neurosciences, Inc. (Attune), which acquired rights to
market the device he invented. As part of this venture, plaintiff executed
three agreements with Attune, as follows. In November 2019, he executed a
“ ‘Founder Stock Purchase Agreement’ ” pursuant to which he purchased
1,800,000 shares of Attune. In February 2021, he executed a “Restricted
Stock Purchase Agreement” pursuant to which he acquired an additional
135,000 shares (the RSA). And sometime thereafter he entered into a
services agreement with Attune pursuant to which he was retained as an
independent contractor for a period of one year, beginning April 1, 2021.
Plaintiff alleges that a few days before his one-year employment term
expired, Attune terminated him without providing the 15-day notice required
by their agreement. Attune then allegedly relied on “claw back” provisions in
plaintiff’s two stock purchase agreements to steal large portions of plaintiff’s
shares in the company.
Based on these allegations, plaintiff purports to allege five causes of
action against Attune and its chief executive officer, Rajiv Mahadevan:
trespass to chattels; conversion; negligence; breach of fiduciary duty; and
fraud. Plaintiff’s prayer for relief includes $2,000,000 damages, imposition of
a constructive trust, punitive damages, and attorney fees.
Plaintiff attached multiple exhibits to his complaint, three of which
correspond in some manner to the agreements he described. Exhibit A is a
copy of a “Founder Stock Purchase Agreement” pursuant to which plaintiff
agreed to purchase 1,800,000 of Attune shares, subject to detailed terms and
conditions. (Boldface & capitalization omitted.) This agreement, which
became effective December 6, 2019, does not contain an arbitration provision.
complaint are sometimes difficult to follow. We focus here on allegations
relevant to this appeal.
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Exhibit B is a copy of a notice of a grant of restricted stock that plaintiff
received in February 2021 pursuant to Attune’s “2021 Incentive Plan” and
plaintiff’s “Restricted Stock Agreement.” Neither the Plan nor the referenced
agreement is attached to the complaint.
Exhibit C consists of various items pertaining to plaintiff’s services
agreement, including an unsigned copy of an “Independent Contractor
Services Agreement,” which has no arbitration provision.
Motion to Compel Arbitration
In April 2025, defendants moved to compel arbitration and filed a
supporting declaration by defendant Mahadevan.
Mahadevan attests that when Attune was acquiring investors for its
operations, the investors required plaintiff and the other founders to sign a
“Stock Restriction Agreement,” which required the founders to re-vest 75
percent of their shares for 48 subsequent months (the SRA). According to
Mahadevan, “[s]eparately and prior to the investment,” plaintiff and the
other founders had agreed to the RSA, which allowed each of them to
purchase a small additional number of Attune shares. Mahadevan states
that plaintiff and Attune executed the SRA on or about April 15, 2021 via
DocuSign, an online process the use of which was consistent with company
policy.
In their motion, defendants argued that plaintiff’s claims are subject to
contractual arbitration pursuant to an arbitration clause in the SRA. They
contended that plaintiff’s electronic signature on the SRA is sufficient proof
that a valid arbitration agreement exists. Moreover, the arbitration
provision is enforceable, defendants argued, because it is substantively fair
and not procedurally unconscionable.
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Exhibit A to Mahadevan’s declaration includes the documents that
defendants refer to as the SRA. The first 11 pages of the exhibit consist of a
“STOCK RESTRICTION AGREEMENT” with an introductory statement
indicating that the agreement is effective as of April 15, 2021 by and between
Attune and Luis de Lecea. Part 8 of the eight-part document contains
“General Provisions,” including a multi-paragraph arbitration provision.
The first sentence of this arbitration provision states: “In consideration of
the promises in this agreement, the Founder agrees that any and all
controversies, claims, or disputes with anyone . . . arising out of, relating to,
or resulting from this agreement, shall be subject to binding arbitration
under the Federal Arbitration Act (the ‘FAA’) and pursuant to Delaware law.”
(Capitalization omitted.) The agreement does not contain a signature block
or any signatures. The final line of the document states, “(signature page
follows).”
Also included in Defendants’ Exhibit A is a stand-alone undated
signature page that does not reference a specific agreement but contains the
following paragraph: “The parties represent that they have read this
Agreement in its entirety, have had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understand this
Agreement. The Founder agrees to notify the Company of any change in his
contact information below.” This signature page contains a header that
references a “DocuSign Envelope ID,” and appears to have been electronically
signed by plaintiff and Mahadevan.
Opposition to Arbitration Motion
Plaintiff’s opposition to the motion to compel arbitration was omitted
from the record on appeal, but we do have the declaration plaintiff submitted
in support of his opposition. Plaintiff affirms that in 2020 and 2021, Attune
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was in need of investors, and he attests to facts relating to the company’s
efforts to secure an investment from a group called Prime Movers Lab Fund
II. According to plaintiff, Prime Movers required original stockholders to
acknowledge an “Investor Rights Agreement,” and to sign other documents,
and he recalls that “many documents and versions floated around.” Plaintiff
states that he assumed Mahadevan had authority from the investors to
negotiate plaintiff’s restricted stock agreement, whereby he acquired 135,000
additional shares under a four-year vesting schedule (i.e., the RSA referenced
in the complaint), and that plaintiff was also offered an independent
contractor agreement. Plaintiff attached to his declaration a copy of the RSA
that he received from defendants, and he avers that he reviewed that
agreement, which “seemed harmless enough” to him. The RSA produced by
plaintiff does not contain a provision for executing the agreement or a
signature page, nor does it contain an arbitration provision.
Plaintiff’ attests that when he signed documents relating to the Prime
Movers investment, he was not provided with complete versions of the final
agreements: “The time came for the deal with Prime Movers to close and the
CEO of Attune had documents sent over for execution—only the documents
were not attached in full, and the DocuSign packet only had copies of the
signature pages and places for me to affix my signature via electronic means.
There were no other pages of the documents attached. Some of the signature
pages had references at the bottom of the page but some did not.” Plaintiff
states that he signed his signature to pages not knowing “what these pages
were attached to” because Mahadevan had made it clear that there was an
urgency and no time to waste, as Attune had only had $6,000 left in the bank.
In his declaration, plaintiff confirms Mahadevan’s assertions that
DocuSign is a secure tool and that it is used regularly by Attune. But
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plaintiff states that Mahadevan fails to address (1) the urgency associated
with signing documents relating to the Prime Movers deal and (2) that
plaintiff “only received the signature pages and not the entire body of the
documents.”
Plaintiff states that when he read the SRA attached to Mahadevan’s
declaration, he was “utterly shocked at what the agreement said.” Plaintiff
does not remember reading the SRA, and because full texts of the various
agreements were not attached to the DocuSign pages sent to him, he opines
that it would have been “all too easy in the heat of what was occurring for
documents to be revised, and the signer would have no idea.” It appears from
plaintiff’s declaration that he views the RSA and SRA as two versions of the
same agreement. He states that the differences between the RSA in his
possession and the SRA attached to Mahadevan’s declaration are “day and
night,” and he attests that if he had actually seen “the final version of the
agreement [he] would NOT have signed on to those terms.”
Defendants’ Reply Brief and Supplemental Declaration
In their reply brief, defendants disputed plaintiff’s contention that he
did not actually agree to the SRA. According to them, plaintiff “was clearly
aware of the existence of the SRA and its terms, even if he had only been sent
the signature pages via DocuSign.” Defendants also argued that plaintiff’s
attestation that he was not aware of the SRA prior to reading Mahadevan’s
declaration is a “fabrication,” as evidenced by the fact that defense counsel
sent the SRA to plaintiff’s counsel before plaintiff filed his complaint.
Defendants submitted Mahadevan’s supplemental declaration as
further support for their arbitration motion. Mahadevan states that in April
2022, plaintiff’s counsel requested copies of “the Stock Restriction Agreement
(‘SRA’), the Stock Purchase Agreement, and any related agreements from
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Attune,” and that corporate counsel promptly provided the requested
documents. According to Mahadevan, plaintiff “was involved in the extensive
negotiations that created those documents and was aware of the terms via
the agreed upon term sheet.” Mahadevan’s supplemental declaration
provides no details or documentary support for this assertion, however.
Mahadevan also attests that in May 2022, Attune received a letter from
plaintiff’s counsel demanding that the company rescind its unilateral
purchase of plaintiff’s founders’ stock, which contained references to and
quotes from the SRA.
The Trial Court’s Ruling
Defendants’ motion was heard on August 15, 2025. The court issued a
detailed tentative ruling denying the motion. According to that ruling,
defendants did not meet their burden of proof as to the “threshold question
for the Court of whether a valid agreement to arbitrate even exists, i.e. here,
whether the SRA is a valid agreement.” (Citing Civ. Proc. Code, § 1281.2;
Iyere v. Wise Auto Group (2023) 87 Cal.App.5th 747, 754–755 (Iyere).) The
court reasoned the evidence presented to it did not show that plaintiff had
read, “or was even provided a copy of” the SRA “before he DocuSigned the
signature page only on April 15, 2021.”
In its tentative decision, the court applied a three-step burden-shifting
process that courts use to resolve disputes as to the existence of an
arbitration agreement. (See Iyere, supra, 87 Cal.App.5th at p. 755.) Under
the first step, the party moving for arbitration must provide the court with
the alleged agreement. (Ibid.) The burden then shifts to the party opposing
arbitration to identify a factual dispute as to the agreement’s existence.
(Ibid.) If a factual dispute is established, the burden shifts back to the
arbitration proponent, who retains the ultimate burden of proving by a
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preponderance of the evidence that an arbitration agreement exists. (Ibid.)
The trial court found that although defendants met their initial burden by
producing the SRA containing an arbitration clause, plaintiff also carried his
burden by identifying a factual dispute as the agreement’s existence, and
that defendants did not carry their ultimate burden of proving there is an
actual agreement to arbitrate between these parties.
Defendants contested the tentative. At the August 15 hearing, they did
not dispute that only a signature page was signed “at the time of formation,”
but they argued this fact is irrelevant, given other circumstances, namely:
plaintiff was actively involved in contract negotiations; he signed the
signature page “in the same format as everybody else”; he subsequently
requested a copy of the SRA from Attune; he then quoted from that
agreement in his May 2022 demand letter; and he referenced the SRA in his
original complaint. Defendants also repeated their claim that plaintiff
“intentionally falsifies facts by saying he never received the SRA.” They
argued that plaintiff is not a “line cook” but a college professor, and he should
not be rewarded for intentionally trying to “deceive” the court as to the fact
that he agreed to the SRA and is basing his claims on that agreement.
Plaintiff’s counsel made three basic arguments at the hearing:
plaintiff’s claims arise out of agreements that do not contain an arbitration
clause; the fact that plaintiff is one of the smartest people in the world about
sleep disorders does not make him an expert on contract negotiations; and
the allegation that he intentionally falsified facts is unfounded.
After the matter was submitted, the trial court found that defendants
did not meet their burden to show “on this record, that [plaintiff] had a full
copy of the SRA before executing the signature page.” The court reasoned
that plaintiff had averred that he thought he was signing a different
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agreement when all he was sent was the signature page, and the record was
“pretty clear” that all plaintiff was sent on April 15, 2021, was a signature
page.
The court explained why it was unpersuaded by defendants arguments,
including the argument that plaintiff is basing his claims on the SRA while
attempting to plead around it in order to avoid arbitration. According to that
argument, the original complaint contained actual references to the SRA, and
it matters not that those allegations were omitted from plaintiff’s amended
complaint. The court questioned defendants’ characterization of the original
complaint and rejected their theory that the pleading allegations necessarily
establish that plaintiff is bound by the SRA. But it also recognized that
plaintiff cannot have things both ways: “Either that contract is valid and he
is suing on it, in which case maybe this gets revisited, or it is not valid.” But
that was “an issue for another day,” the court concluded. Based on the
evidence before it, and considering the totality of the circumstances, the court
could not find that plaintiff had received the SRA when he signed the
signature page. Accordingly, the court adopted its tentative ruling and
denied defendants’ motion.
DISCUSSION
As a general rule, the standard of review for evaluating an order
denying a motion to compel arbitration is abuse of discretion, except to the
extent the matter presents a pure question of law, which is reviewed de novo.
(Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 166;
Iyere, supra, 87 Cal.App.5th at p. 754.) When the decision is based on a
finding of fact, that finding is reviewed for substantial evidence. (Fabian v.
Renovate America, Inc. (2019) 42 Cal.App.5th 1062, 1066 (Fabian).)
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Defendants contend they are entitled to de novo review, citing Nguyen
v. Applied Medical Resources Corp. (2016) 4 Cal.App.5th 232, a writ matter
seeking extraordinary review of an order granting a petition to compel
arbitration. The Nguyen court applied de novo review to determine whether
an arbitration agreement applied to the parties’ dispute because there was no
factual dispute as to the language of the agreement or conflicting extrinsic
evidence regarding its terms. (Id. at p. 258.) The dispositive issue in this
case is not whether an arbitration agreement applies to a given dispute, but
whether one actually exists.
“If a party to a civil action asks the court to compel arbitration of the
pending claim, the court must determine in a summary proceeding whether
an ‘agreement to arbitrate the controversy exists.’ [Citations.] ‘Because the
existence of the agreement is a statutory prerequisite to granting the
petition, the petitioner bears the burden of proving its existence by a
preponderance of the evidence.’ ” (Iyere, supra, 87 Cal.App.5th at p. 754.)
Iyere, decided by another division of this court, elucidates the three-step
burden-shifting process for resolving a dispute as to the existence of an
arbitration agreement (id. at p. 755), which was applied correctly by the trial
court in this case.
Inexplicably—and to their detriment—defendants do not even
acknowledge the burden-shifting process for determining whether an
arbitration agreement exists. When the trial court’s decision to deny an
arbitration motion is based on a finding that the party seeking arbitration
failed to carry its burden of proof, the question for the reviewing court is
whether that finding is erroneous as a matter of law.” (Fabian, supra, 42
Cal.App.5th at p. 1066.) Specifically, we ask “ ‘ “whether appellant’s evidence
was (1) ‘uncontradicted and unimpeached’ and (2) ‘of such a character and
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weight as to leave no room for a judicial determination that it was
insufficient’ ” ’ ” to establish that the parties had agreed to arbitration. (Id.
at p. 1067.)
Here, the trial court’s finding that defendants met their initial burden
by providing a copy of the SRA is supported by evidence that the SRA
attached to Mahadevan’s declaration states that it is an agreement between
plaintiff and Attune and it contains an arbitration provision. (Cf. Iyere,
supra, 87 Cal.App.5th at p. 755 [movant can bear initial burden by attaching
copy of arbitration agreement “purportedly bearing opposing party’s
signature”].)
The finding that plaintiff met his burden of establishing a factual
dispute as to the existence of an arbitration agreement between these parties
is also supported by this record. Plaintiff’s declaration is evidence that he did
not have a copy of the SRA or believe he was signing that agreement when he
DocuSigned a generic signature page, which was sent to him in a stack of
signature pages relating to a variety of agreements. Plaintiff’s attestations
contradict and impeach defendants’ evidence that plaintiff signed the SRA,
which is thin at best: they proffer only an unsigned copy of the SRA, and a
generic undated signature page containing DocuSigned signatures.
Thus, the burden shifted back to defendants to establish by a
preponderance of the evidence the existence of an arbitration agreement
between Attune and plaintiff. (Iyere, supra, 87 Cal.App.5th at p. 755.)
Defendants challenged plaintiff’s showing, but they failed to produce any
substantive evidence rebutting it. Considered in its totality, the evidence
substantially supports the trial court’s finding that defendants failed to carry
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their burden of proof as to the existence of an arbitration agreement between
these parties. 2
On appeal, defendants repeat three factual arguments that did not
resonate with the trial court and we reject as well. First, they cite
Mahadevan’s supplemental declaration as proof that plaintiff was “intimately
involved with the negotiation and formulation of the SRA” and “therefore was
familiar with its terms.” But Mahadevan attests only that plaintiff was
somehow “involved in the extensive negotiations” of multiple agreements; he
articulates no facts to show that plaintiff agreed to or was even aware of the
arbitration agreement. As the trial court found, proving plaintiff was
involved in substantive negotiations would not establish that the SRA (or its
arbitration provision) was provided to him before he signed a generic
signature page transmitted to him over the internet.
Second, defendants rely on a demand letter plaintiff’s counsel sent to
defendants in May 2022 as proof that plaintiff lied by attesting that he was
not familiar with the terms of the SRA. As the trial court pointed out,
evidence that defendants sent the SRA to plaintiff’s counsel “after the fact” is
irrelevant to the issue at hand. It does not show that plaintiff had the SRA
and/or was familiar with its terms when he DocuSigned the generic signature
page that defendants rely on as proof of the existence of a binding arbitration
agreement.
2 “If there is no valid arbitration agreement, whether the terms of a
purported arbitration agreement are unconscionable does not matter because
arbitration cannot be ordered without a valid agreement.” (Jones v. Solgen
Construction, LLC (2024) 99 Cal.App.5th 1178, 1205, fn. 7.) Because we
affirm the trial court’s order that defendants failed to carry their burden of
establishing the existence of an arbitration agreement, we do not address
defendants’ arguments that the alleged agreement is not unconscionable.
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Finally, defendants argue that plaintiff should be deemed to have
acknowledged the existence of an arbitration provision because he “references
the SRA, if not by name, then by effect” in both the original and amended
complaint. Although defendants’ reasoning is unclear, they appear to
contend that by challenging Attune’s decision to repurchase his shares
plaintiff must be acknowledging that the SRA exists because Attune
repurchased plaintiff’s shares pursuant to the SRA. We are not persuaded by
this logic. The fact that defendants rely on the SRA does not mean that
plaintiff’s claims necessarily depend on the existence of the SRA.3 Moreover,
as the trial court recognized, plaintiff may be barred in the future from
invoking the SRA, but that issue was not before the trial court, and we do not
consider it further here. The dispositive fact is that defendants point to
nothing in either version of the complaint which acknowledges the parties
entered into an SRA in the form that Mahadevan provided to the court, i.e.,
with language agreeing to arbitrate their disputes.
In their reply brief, defendants mistakenly contend that the only
factual dispute on appeal pertains to whether plaintiff was familiar with the
terms of the SRA when “he signed it.” The relevant question is whether
plaintiff signed the SRA at all. The burden was on defendants to prove that
an arbitration agreement exists, and they failed to establish that plaintiff
actually signed the SRA or to otherwise meet their burden of proof.
Defendants also contend in their reply brief that the trial court denied their
motion to compel arbitration “on the grounds that [plaintiff] never saw or
knew of the terms of the SRA when he signed it.” Wrong again. The trial
court did not find, nor did the defendants prove, that plaintiff signed the
3A footnote in appellants’ reply brief appears to acknowledge that both
the SRA and the RSA contain substantially similar claw back provisions.
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SRA.
It should go without saying that, as the appellants in this matter,
defendants have the burden of overcoming a presumption that the trial
court’s order is correct. (Mac v. Minassian (2022) 76 Cal.App.5th 510, 521;
Denham v. Superior Court (1970) 2 Cal.3d 557, 564.) Defendants do not meet
that burden here, as they fail affirmatively to demonstrate error.
DISPOSITION
The order denying defendants’ petition to compel arbitration is
affirmed. Costs on appeal are awarded to respondent.
TUCHER, P. J.
WE CONCUR:
FUJISAKI, J.
PETROU, J.
DE Lecea v. Attune Neurosciences, Inc. et al. (A174537)
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