Field 9/2/26 Saldivar v. Entravision Communications Corp. CA2/3

Field 9/2/26 Saldivar v. Entravision Communications Corp. CA2/3

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION THREE

LAURA SALDIVAR, B346756

Plaintiff and Respondent, (Los Angeles County
Super. Ct. No. 25STCV00352)
v.

ENTRAVISION
COMMUNICATIONS
CORPORATION,

Defendant and Appellant.

APPEAL from an order of the Superior Court of
Los Angeles County, Cherol J. Nellon, Judge. Affirmed.
Ogletree, Deakins, Nash, Smoak & Stewart, Tracie Childs
and Nikolas T. Djordjevski for Defendant and Appellant.
ACLIENT, Ruben D. Escalante and Robert A. Escalante
for Plaintiff and Respondent.
_________________________
Plaintiff Laura Saldivar sued defendant Entravision
Communications Corporation (Entravision), alleging sex
discrimination, retaliation, equal pay, and wage-and-hour claims
arising from her employment with and termination from the
company. Entravision moved to compel arbitration under
a mandatory arbitration agreement that Saldivar had signed
as a condition of her employment. Saldivar opposed the motion,
arguing her claims related to a sexual harassment dispute under
the Ending Forced Arbitration of Sexual Assault and Sexual
Harassment Act (EFAA; 9 U.S.C. §§ 401–402) and the arbitration
agreement was otherwise unconscionable. The trial court
concluded the EFAA applied, and thus Saldivar could not
be compelled to arbitrate her claims. Entravision appealed,
challenging the trial court’s construction and application of the
federal statute.
We affirm. Because we conclude the arbitration agreement
is unconscionable and severance of the unconscionable provisions
cannot be accomplished without fundamentally modifying the
agreement, we do not consider whether the EFAA applies to
Saldivar’s claims. (See Stoker v. Blue Origin, LLC (2026)
120 Cal.App.5th 91, 98, 102–103 (Stoker).)
BACKGROUND
A. Saldivar’s Employment with Entravision
Entravision is a Spanish-language media company that
operates television and radio stations throughout the United
States. The company hired Saldivar in December 2019 as Senior
Vice President of Los Angeles Market Sales and later promoted
her to General Manager of Los Angeles Integrated Marketing
Solutions. During her employment, Entravision required

2
Saldivar to sign several iterations of a mandatory arbitration
agreement, the operative version of which she executed
electronically on December 18, 2023 as part of Entravision’s
larger rollout of revised employment agreements for its
current employees.
The arbitration agreement states it is the parties’ intent
“to resolve fairly and quickly any and all disputes, including
existing, currently pending and/or future disputes or claims
between the Parties . . . , including but not limited to those
arising from and/or relating in any way to any aspect of
[Saldivar’s] hiring, [her] employment, and/or the severance
of [her] employment with the Company.” The “Company” is
defined as Entravision “and its present and future parents,
subsidiaries, affiliates, officers, directors, employees, or agents.”
By its terms, the agreement “shall survive the termination
of [Saldivar’s] employment” and “[n]o provision of [the]
Agreement may be amended or modified unless such amendment
or modification is agreed to in writing and signed by a duly
authorized officer of the Company (excluding [Saldivar]) and
[Saldivar].” A severability clause provides that any provision
adjudged void or unenforceable “shall be severed” without
affecting the remainder of the agreement.
The agreement defines a “Covered Claim” as “any existing,
currently pending and/or future claim . . . that has arisen or
arises between [Saldivar] . . . and the Company . . . including but
not limited to claims arising from and/or relating in any way to
[Saldivar’s] hiring, [her] employment with, and/or the severance
of [her] employment with, the Company, to the full extent

3
permitted by law.”1 As to any Covered Claim, the agreement
provides that each party “waives to the maximum extent
permitted by law the right to jury trial and to bench trial,
and the right to bring, maintain, or participate in any class or
collective proceeding or proceeding based on violations allegedly
sustained by any individuals other than the Parties to this
Agreement . . . , whether in arbitration or otherwise, to the
full extent permitted by law.”
A separate provision extends the agreement to “any
Covered Claim brought against a third-party, including but
not limited to any client(s) and/or vendor(s) of the Company,”
and states that such third parties may enforce the agreement
“through a motion to compel arbitration.”

1 The agreement provides a nonexhaustive list of examples
of a Covered Claim, including claims for breach of contract,
wage and hour violations, discrimination, harassment,
retaliation, and unfair competition. It expressly excludes
from the definition of Covered Claims “claims for workers’
compensation, unemployment compensation benefits, disputes
covered by a collective bargaining agreement, claims for unfair
labor practices covered by the National Labor Relations Act,
claims for employee benefits covered by the Employee Retirement
Income Securities Act (‘ERISA Plan’), PAGA claims on behalf
of non-parties to this Agreement, [and] claims that are not
arbitrable as a matter of law, such as claims covered by the
Ending Forced Arbitration of Sexual Assault and Sexual
Harassment Act of 2021 (H.R. 4445, codified at scattered sections
of Title 9 of the United States Code) (‘SASH Act’) and related
state statutes or claims that cannot be arbitrated on an
individual basis as a matter of law.”

4
B. The Complaint
After her termination, Saldivar sued Entravision, asserting
causes of action for (1) violation of the California Equal Pay Act
(Lab. Code, § 1197.5); (2) sex discrimination in violation of the
Fair Employment and Housing Act (FEHA; Gov. Code, § 12940,
subd. (a)); (3) retaliation in violation of FEHA (Gov. Code,
§ 12940, subd. (h)); (4) failure to prevent discrimination and
retaliation in violation of FEHA (Gov. Code, § 12940, subd. (k));
(5) whistleblower retaliation (Lab. Code, § 1102.5); (6) failure
to provide accurate wage statements (Lab. Code, § 226); and
(7) failure to timely provide personnel file (Lab. Code, § 1198.5.).
The complaint alleges that in January 2022, Juan
Navarro, then a Regional Vice President, made “inappropriate,
patronizing, and condescending” comments during a business
call that Saldivar believed were directed at her and other female
employees because of their sex. Saldivar complained to Navarro’s
supervisor, who agreed the comments were “not appropriate.”
Navarro subsequently sent Saldivar a text message apologizing
for his conduct.
The complaint alleges Navarro engaged in a broader
pattern of sex-based conduct over the course of his tenure with
Entravision, including telling stories about his infidelity at work
events, favoring women who presented in a more traditionally
feminine manner, fostering a “ ‘boys’ club’ ” workplace culture,
and applying different standards of conduct to men and women,
such as permitting male employees to curse while reprimanding
at least one female employee for doing so.2

2 The complaint does not allege that any of this conduct was
directed at Saldivar specifically.

5
In October 2024, Entravision promoted Navarro to Chief
Revenue Officer, making him Saldivar’s direct supervisor.
Within a week of the promotion, Entravision’s Chief Human
Resources Officer asked Saldivar how she felt about the
promotion, prompting Saldivar to disclose concerns regarding
Navarro’s “reputation for engaging in shady practices.” On
November 8, 2024, Navarro terminated Saldivar’s employment
without cause. The complaint alleges a substantial motivating
reason for the termination was Saldivar’s complaints regarding
sex discrimination and sex-based harassment, including her
complaints about Navarro’s conduct.
Navarro replaced Saldivar with a male employee.
He later explained to a member of Saldivar’s former team
that Entravision “had too many women [in] Los Angeles and
he [needed] to fix that.” He added that Saldivar “was a mother
and a wife and that he wished her well.”
C. The Motion to Compel Arbitration
Entravision moved to compel arbitration. Saldivar
opposed the motion, arguing her case fell within the EFAA
because it related to a sexual harassment dispute; the
arbitration agreement was both procedurally and substantively
unconscionable; and Entravision had waived any right to compel
arbitration through its litigation conduct. Entravision disputed
these contentions in its reply. With respect to the EFAA, the
company argued Saldivar had not plausibly alleged a sexual
harassment dispute within the meaning of the statute. As for
unconscionability, the company argued the degree of procedural
unconscionability was, at most, “minimal,” and there was
no substantive unconscionability because the agreement

6
was tethered to Saldivar’s employment and mutually bound
all parties to arbitrate the covered claims.
The trial court denied the motion, concluding the EFAA
protected Saldivar’s right to have her claims tried in court,
notwithstanding her pre-dispute agreement to arbitrate. Under
the statute, the court observed, “claims related to a sexual
harassment dispute[—]such as a claim for retaliation for
complaining about sexual harassment, like [Saldivar] pled here
[—]are sufficient” to invoke the EFAA’s protections. Because
Saldivar had pled “a cause of action for retaliation arising from
[her] complaints of sexual harassment,” the court reasoned
all her “claims [were] related to a sexual harassment dispute”
and thus subject to the EFAA. Having determined the EFAA
applied, the trial court did not reach the parties’ arguments
regarding unconscionability or waiver.
Entravision timely appealed.
DISCUSSION
Entravision principally challenges the trial court’s
construction and application of the EFAA. The company argues
Saldivar failed to allege a “sexual harassment dispute” as defined
under the federal statute (see 9 U.S.C. § 401(4)), because her
complaint does not plead a cause of action for sexual harassment
and it describes Navarro’s conduct only in vague and conclusory
terms.3 Further, even if Saldivar had adequately alleged a sexual
harassment dispute, Entravision contends the EFAA should not

3 Entravision also maintains no actionable “dispute” arose
because Navarro allegedly apologized for the only comments that
Saldivar characterizes as harassing.

7
be read to reach any cause of action that is not related to that
dispute.
Although the trial court did not reach the unconscionability
question, we may affirm the order on any ground supported by
the record, regardless of the court’s stated rationale. (See Stoker,
supra, 120 Cal.App.5th at pp. 98, 103.) Because we conclude
the arbitration agreement is procedurally and substantively
unconscionable, and its unconscionable elements cannot be
severed without fundamentally modifying the agreement, we
do not consider Entravision’s contentions regarding the EFAA.
(See Pinela v. Neiman Marcus Group, Inc. (2015) 238 Cal.App.4th
227, 241 [where the facts are undisputed, the reviewing court
may consider unconscionability in the first instance].)
A. Legal Principles Governing Unconscionability
and Standard of Review
“Federal and California law treat valid arbitration
agreements like any other contract and favor their enforcement.”
(Ramirez v. Charter Communications, Inc. (2024) 16 Cal.5th 478,
492 (Ramirez), citing 9 U.S.C. § 2; OTO, L.L.C. v. Kho (2019)
8 Cal.5th 111, 125 (Kho).) The California Arbitration Act (Code
Civ. Proc., § 1280 et seq.) expresses a “ ‘ “strong public policy in
favor of arbitration as a speedy and relatively inexpensive means
of dispute resolution.” ’ ” (Kho, at p. 125, quoting Moncharsh
v. Heily & Blase (1992) 3 Cal.4th 1, 9.) “A written agreement
to submit a controversy to arbitration is valid, enforceable, and
irrevocable, ‘save upon such grounds as exist for the revocation
of any contract.’ ” (Ramirez, at p. 492, quoting Code Civ. Proc.,
§ 1281.) “Unconscionability provides such grounds.” (Ramirez,
at p. 492, citing Armendariz v. Foundation Health Psychcare
Services, Inc. (2000) 24 Cal.4th 83, 99 (Armendariz).)

8
“A contract is unconscionable if one of the parties lacked
a meaningful choice in deciding whether to agree and the
contract contains terms that are unreasonably favorable to the
other party.” (Kho, supra, 8 Cal.5th at p. 125; Ramirez, supra,
16 Cal.5th at p. 492.) In other words, unconscionability “has both
a procedural and a substantive element,” and both elements must
be present to conclude a term is unconscionable, although they
“need not be present to the same degree.” (Ramirez, at pp. 492–
493; accord Pinnacle Museum Tower Assn. v. Pinnacle Market
Development (US), LLC (2012) 55 Cal.4th 223, 246–247
(Pinnacle).) “Courts apply a sliding scale analysis under which
‘the more substantively oppressive [a] term, the less evidence of
procedural unconscionability is required to come to the conclusion
that the term is unenforceable, and vice versa.’ ” (Ramirez, at
p. 493, quoting Armendariz, supra, 24 Cal.4th at p. 114.)
Because the facts here are undisputed, our review is
de novo. (Ramirez, supra, 16 Cal.5th at p. 493 [“Appellate review
of an order regarding an arbitration agreement’s validity is
de novo if the evidence is not in conflict and the ruling is based
entirely on an interpretation of law.”]; see also Cook v. University
of Southern California (2024) 102 Cal.App.5th 312, 321 (Cook)
[“Where, as here, no disputed factual issue bears upon our
unconscionability analysis, we review unconscionability
de novo.”].)
B. Procedural Unconscionability
“Procedural unconscionability ‘addresses the circumstances
of contract negotiation and formation, focusing on oppression or
surprise due to unequal bargaining power.’ ” (Ramirez, supra, 16
Cal.5th at p. 492, quoting Pinnacle, supra, 55 Cal.4th at p. 246.)
“This element is generally established by showing the agreement

9
is a contract of adhesion, i.e., a ‘standardized contract which,
imposed and drafted by the party of superior bargaining
strength, relegates to the subscribing party only the opportunity
to adhere to the contract or reject it.’ [Citation.] Adhesion
contracts are subject to scrutiny because they are ‘not the result
of freedom or equality of bargaining.’ ” (Ramirez, at p. 492.)
Entravision concedes the arbitration agreement is a
contract of adhesion. The agreement was presented to Saldivar
as part of a rollout of several revised employment documents, and
signing the agreement was a mandatory condition of Saldivar’s
continued employment. Nevertheless, Entravision argues the
degree of procedural unconscionability is “low,” because the
agreement’s “adhesive nature” is the only basis for satisfying
this requisite element of the unconscionability test.
As our Supreme Court has explained, “there are ‘ “degrees
of procedural unconscionability,” ’ ” ranging from “ ‘ “contracts
that have been freely negotiated by roughly equal parties,
in which there is no procedural unconscionability,” ’ ” to
“ ‘ “[c]ontracts of adhesion that involve surprise or other
sharp practices,” ’ ” in which the unconscionability is manifest.
(Ramirez, supra, 16 Cal.5th at pp. 493–494.) “ ‘ “Ordinary
contracts of adhesion, although they are indispensable facts
of modern life that are generally enforced [citation], contain a
degree of procedural unconscionability even without any notable
surprises, and ‘bear within them the clear danger of oppression
and overreaching.’ ” ’ ” (Id. at p. 494.) Critically, “[c]ourts ‘must
be “particularly attuned” to this danger in the employment
setting, where “economic pressure exerted by employers on
all but the most sought-after employees may be particularly
acute.” ’ ” (Ibid.) Thus, while Entravision is correct that

10
“adhesion alone generally indicates only a low degree of
procedural unconscionability,” our high court has cautioned
that “the potential for overreaching in the employment context
warrants close scrutiny of the contract’s terms.” (Ibid., italics
added; accord Armendariz, supra, 24 Cal.4th at p. 115.)
We turn to those terms now.
C. Substantive Unconscionability
“Substantive unconscionability looks beyond the
circumstances of contract formation and considers ‘the fairness
of an agreement’s actual terms’ [citation], focusing on whether
the contract will create unfair or one-sided results.” (Ramirez,
supra, 16 Cal.5th at p. 493; Pinnacle, supra, 55 Cal.4th at p. 246;
Armendariz, supra, 24 Cal.4th at p. 114.) “Substantively
unconscionable contractual clauses ‘reallocate risks in an
objectively unreasonable or unexpected manner.’ ” (Ramirez,
at p. 493.) “Substantive unconscionability ‘typically is found
in the employment context when the arbitration agreement
is “one-sided” in favor of the employer without sufficient
justification.’ ” (Cook, supra, 102 Cal.App.5th at p. 320.)
“ ‘ “The ultimate issue in every case is whether the terms
of the contract are sufficiently unfair, in view of all relevant
circumstances, that a court should withhold enforcement.” ’ ”
(Ramirez, at p. 495.)
The arbitration agreement is overbroad. The
arbitration agreement’s stated purpose is “to resolve fairly and
quickly any and all disputes . . . including but not limited to”
disputes “arising from and/or relating in any way to” Saldivar’s
hiring, employment, and the severance of her employment.
(Italics added.) Consistent with its broad statement of intent,
the agreement defines a “Covered Claim” as “any existing,

11
currently pending and/or future claim . . . that has arisen or
arises between [Saldivar] . . . and the Company . . . including
but not limited to claims arising from and/or relating in any
way to [Saldivar’s] hiring, [her] employment with, and/or the
severance of [her] employment with, the Company, to the full
extent permitted by law.” (Italics added.) A separate provision
extends Saldivar’s obligations under the agreement to “any
Covered Claim brought against a third-party, including but
not limited to any client(s) and/or vendor(s)” of Entravision,
and provides that such third parties may themselves enforce
the agreement through a motion to compel arbitration.
The reviewing court in Cook found a similar arbitration
provision overbroad and thus substantively unconscionable.
There, the agreement entered into between a university and
its employee required the employee to arbitrate “ ‘all claims,
whether or not arising out of Employee’s University employment,
remuneration or termination, that Employee may have against
the University or any of its related entities, including but not
limited to’ ” several listed employment-related claims. (Cook,
supra, 102 Cal.App.5th at p. 321.) The Cook court held the
provision substantively unconscionable, rejecting the university’s
argument that the broad scope was justified by the “legitimate
commercial need” to capture “ ‘important categories of future
claims, such as post-termination retaliation or defamation.’ ” (Id.
at p. 324.) The reviewing court explained: “If [the university]
had been concerned about capturing termination or retaliation
claims related to Cook’s employment, it simply could have limited
the scope of the agreement to claims arising out of or relating to
her employment or termination. It is difficult to see how it is
justified to expect Cook—as a condition of her employment at

12
the university—to give up the right to ever sue a [university]
employee in court for defamatory statements or other claims that
are completely unrelated to Cook’s employment.” (Id. at p. 325.)
We recently applied similar reasoning in Stoker, where
we declared unconscionable an arbitration provision covering
“ ‘any and all claims, disputes, or controversies’ ” between the
employer and the employee, “ ‘including, without limitation’ ”
an illustrative list of employment-related claims. (Stoker, supra,
120 Cal.App.5th at p. 107, italics omitted.) We rejected the
employer’s argument that the list of employment-related claims
narrowed the agreement’s broad grant of coverage, explaining
that “ ‘all’ means all,” and that a nonexhaustive list of examples
cannot be reasonably construed to limit an expressly open-ended
grant of coverage. (Id. at p. 108.)
The arbitration agreement here has largely the same
structure as the agreements in Cook and Stoker—unqualified
coverage of “any existing, currently pending and/or future claim,”
followed by a nonexhaustive illustrative list of employment-
related claims. (Italics added.) As in those cases, this structure
does not limit the agreement’s scope to the employment
relationship. On the contrary, it merely identifies examples
of the sort of claims that the broader, unqualified language
already covers. (See Cook, supra, 102 Cal.App.5th at pp. 321–
322; Stoker, supra, 120 Cal.App.5th at pp. 107–108.)
Entravision nonetheless argues its arbitration agreement
is meaningfully narrower than the agreements in Cook and
Stoker because the operative Covered Claim definition is
“expressly tethered to claims arising from or relating to hiring,
employment, or severance,” such that the “phrase ‘including
but not limited to’ merely expands the illustrative list of

13
employment-related claims.” This is not a reasonable reading
of the agreement’s text. Contrary to Entravision’s contention,
the cited employment-related language follows the “including
but not limited to” qualifier—it is not a freestanding limitation
on the threshold definition of a Covered Claim as “any existing,
currently pending and/or future claim” arising between the
parties. (Italics added.) Nor does the phrase “to the full extent
permitted by law” supply a meaningful limitation. Reasonably
construed in the context of the entire Covered Claim definition,
that language plainly operates as a savings clause directed at
ensuring the agreement does not purport to compel arbitration
of claims that are non-arbitrable as a matter of law—it does not
narrow the category of arbitrable claims to those connected to
employment. We discern no textual basis to read the agreement’s
threshold grant of coverage as confined to the employment
relationship, any more than we did in Stoker. To paraphrase
our recent opinion, “any” means any, just as “ ‘all’ means all.”
(Stoker, supra, 120 Cal.App.5th at p. 108.)
The arbitration agreement’s overbreadth is compounded
by a provision that was not present in the agreement at issue
in Stoker. Paragraph I extends Saldivar’s waiver of the right to
jury trial and participation in class or collective proceedings to
“any Covered Claim brought against a third-party, including but
not limited to any client(s) and/or vendor(s)” of Entravision, while
affording such third parties the right to enforce the agreement
through a motion to compel arbitration. The provision thus
sweeps in disputes between Saldivar and entities with no
necessary connection to her employment relationship with
Entravision, without imposing a corresponding limitation
or reciprocal obligation running from those third parties back

14
to Saldivar. The arbitration agreement’s core scope is already
unconscionably overbroad because it is not limited to the
employment relationship, and paragraph I compounds this
overbreadth by extending this same defect outward to third
parties who are strangers to the employment relationship.
Neither Ayala-Ventura v. Superior Court (2026) 119
Cal.App.5th 241 (Ayala-Ventura), nor Cocom v. ABM Aviation,
Inc. (9th Cir. 2026) 179 F.4th 1168 (Cocom) compel a different
result. Both cases involved arbitration agreements used by
commercial janitorial service companies—employers whose
business operations are limited to a single, well-defined service—
and both courts found it implausible that any claims unrelated
to employment could realistically arise between those employers
and their hourly janitorial employees. (Ayala-Ventura, at p. 257
[distinguishing Cook, “we are hard pressed to discern how
a similarly vast range of claims completely unrelated to [the
employee’s] employment could arise” given that the employer
“solely provides commercial janitorial services”]; Cocom,
at p. 1177 [applying the same reasoning, observing, “like the
employer in Ayala-Ventura,” the employer “provides commercial
janitorial services”].) The circumstances here are materially
different. Entravision is a Spanish-language media company
that operates television and radio stations throughout the
United States—an enterprise with a far broader operational
footprint than a single-purpose janitorial contractor, and one
that generates potential non-employment interactions with
senior executives of the kind that might realistically give rise
to claims entirely unrelated to the employment relationship.
Saldivar herself was not an hourly worker; she was a Senior
Vice President and General Manager with client relationships

15
and market responsibilities across the Los Angeles media
market. The range of potential disputes that could arise between
a senior media executive and her employer’s broader operations
is meaningfully greater than anything the courts in Ayala-
Ventura or Cocom had occasion to consider.4
Moreover, to the extent the Ayala-Ventura and Cocom
courts relied on interpretive canons—ejusdem generis and Civil
Code section 1643—to narrow the “any claim” language to only

4 The circumstances underlying the procedural
unconscionability finding in Ayala-Ventura also differ materially
from those present here. The agreement in Ayala-Ventura was
a standalone five-page document, available in English and
Spanish, that required the employee to scroll through the entire
agreement before assenting, and it further expressly advised
the employee that she could consult counsel before signing.
(Ayala-Ventura, supra, 119 Cal.App.5th at pp. 246, 253–254.)
Those features led the Ayala-Ventura court to conclude that
procedural unconscionability was minimal, which colored
its overall unconscionability analysis. (Id. at p. 254.) Here,
by contrast, Entravision presented the arbitration agreement
to Saldivar as part of a company-wide rollout of over 100 pages
of revised employment documents—circumstances more closely
resembling the kind of presentation courts have found to reflect
a higher degree of procedural oppression. (See, e.g., Kho, supra,
8 Cal.5th at pp. 127–128 [finding oppression where agreement
was presented with other documents without opportunity for
meaningful review].) To the extent the Ayala-Ventura court’s
unconscionability analysis was informed by the relatively low
procedural unconscionability in that case, it has correspondingly
less force here, where the procedural circumstances are more
oppressive and warrant closer scrutiny of the agreement’s
substantive terms. (See Kho, at pp. 127–128; Ramirez, supra,
16 Cal.5th at p. 494.)

16
employment-related disputes, those canons are not implicated
here.5 Both ejusdem generis and Civil Code section 1643 are
rules for resolving ambiguity; they apply only where contractual
language is susceptible of two or more reasonable interpretations.
(See Ayala-Ventura, supra, 119 Cal.App.5th at pp. 255–256
[applying Civ. Code, § 1643 because “the Agreement is somewhat
ambiguous in its application to claims that are not employment
related”]; Cocom, supra, 179 F.4th at pp. 1175–1176 [applying
ejusdem generis and Civ. Code, § 1643 to resolve what the court
characterized as an ambiguous scope provision]; fn. 5, ante.)
As we recognized in Stoker, however, the “ ‘any and all . . .
including, without limitation’ ” structure is not ambiguous—
a nonexhaustive illustrative list does not reasonably limit
an expressly open-ended threshold grant of coverage, because
“ ‘all’ means all.” (Stoker, supra, 120 Cal.App.5th at p. 108,
italics omitted.) Where, as here, the agreement’s language has
a plain meaning that controls, there is no ambiguity to resolve
and no occasion to invoke a canon of construction.6 (Ibid.)

5 Under Civil Code section 1643, where “a contract is
susceptible to two interpretations, one which renders it valid
and the other which renders it void, a court should select the
interpretation that makes the contract valid.” (Ramirez, supra,
16 Cal.5th at p. 507.) The maxim of “ejusdem generis, under
which ‘ “the enumeration of specific items or factors will be
controlling over general statements placed before or after
the list of specific items” ’ ” is likewise “ ‘an aid to be used if
the language [of a contract] is ambiguous.’ ” (In re Tobacco
Cases I (2010) 186 Cal.App.4th 42, 48.)
6 The agreement’s reference to the JAMS Employment
Arbitration Rules does not change the analysis. The reviewing
court in Cocom relied in part on a provision in the arbitration

17
The arbitration agreement has an indefinite
duration. The agreement mandates that it “shall survive the
termination of [Saldivar’s] employment” and that no provision
“may be amended or modified unless such amendment or
modification is agreed to in writing and signed by a duly
authorized officer of the Company (excluding [Saldivar])
and [Saldivar].”
The reviewing court in Cook declared a similarly-worded
provision substantively unconscionable because it “survived
indefinitely” following the employee’s termination from the

agreement unconditionally adopting the AAA Employment
Arbitration Rules—rules specifically designed for employment
disputes—as contextual confirmation that the agreement was
intended to reach only employment-related claims, observing
that “other provisions from a contract may be used to shed light
on ambiguous language.” (Cocom, supra, 179 F.4th at p. 1176;
see also id. at p. 1177.) This principle is inapplicable because,
as discussed, the Covered Claim definition is unambiguous.
Moreover, the analogous governing rules provision in
Entravision’s arbitration agreement is consistent with the
definition’s unambiguous meaning. Rather than unconditionally
adopting the JAMS Employment Arbitration Rules, the
agreement specifies that those rules apply only “if applicable”
under the agreement. That conditional formulation confirms
that Entravision contemplated covered claims to which the
employment-specific arbitration rules would not apply—that is,
claims falling outside the employment relationship. Far from
supplying the ambiguity that would be required to invoke a
canon of construction, the “if applicable” language affirmatively
confirms what the agreement’s plain text already makes clear—
its coverage extends beyond the employment relationship.

18
employer university.7 (Cook, supra, 102 Cal.App.5th at p. 325.)
The Cook court rejected the argument that, despite its plain
language, the agreement was nonetheless terminable at will after
a reasonable time, emphasizing that the agreement “specifically
provides that it will survive unless and until [the employee] and
[university’s] president specifically terminate the agreement
in a writing, signed by both parties.” (Id. at p. 326.) Contrary
to the university’s contention, the “inclusion of such language”
plainly showed “the parties did not contemplate that the
arbitration agreement would be terminable at will.” (Ibid.;
see also Stoker, supra, 120 Cal.App.5th at p. 108 [declaring
arbitration provision substantively unconscionable where it
applied to “any claim that might arise at any time” between
employee and employer or employer’s related entities].)
Like the university in Cook, Entravision argues the
duration of the arbitration agreement here is necessarily limited
by the applicable statutes of limitations governing employment
claims, because, in the company’s telling, the agreement is
confined to employment-related disputes. The argument is
premised on the same flawed construction of the agreement’s
scope that we have already rejected. As discussed, the
arbitration agreement is not confined to employment-related
disputes, but extends to “any existing, currently pending and/or
future claim . . . that has arisen or arises between [Saldivar] . . .

7 Like the arbitration agreement here, the agreement in
Cook expressly stated that it “ ‘shall survive the termination of
Employee’s employment, and may only be revoked or modified
in a written document that expressly refers to the “Agreement
to Arbitrate Claims” and is signed by the President of the
University.’ ” (Cook, supra, 102 Cal.App.5th at p. 325.)

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and the Company.” (Italics added.) As in Cook, “the duration
of the arbitration agreement is substantively unconscionable.”
(Cook, supra, 102 Cal.App.5th at p. 326; accord Stoker, supra,
120 Cal.App.5th at p. 108.)
D. Severability
Having concluded the agreement is both procedurally
and substantively unconscionable, we turn to whether the
unconscionable provisions may be severed, leaving the remainder
of the agreement intact and enforceable.
Under Civil Code section 1670.5, subdivision (a), if
a contract or any clause of a contract is unconscionable, the
court may (1) “refuse to enforce the contract,” (2) “enforce the
remainder of the contract without the unconscionable clause”—
i.e., sever any unconscionable clause, or (3) “limit the application
of any unconscionable clause as to avoid any unconscionable
result.”
In determining whether to sever unconscionable terms,
a court must consider the contract’s purposes: “If the central
purpose of the contract is tainted with illegality, then the
contract as a whole cannot be enforced. If the illegality is
collateral to the main purpose of the contract, and the illegal
provision can be extirpated from the contract by means of
severance or restriction, then such severance and restriction
are appropriate.” (Armendariz, supra, 24 Cal.4th at p. 124.)
Further, if a contract contains a severance clause, “the court
should take it into account as an expression of the parties’ intent
that an agreement curable by removing defective terms should
otherwise be enforced.” (Ramirez, supra, 16 Cal.5th at p. 517.)
However, “[i]f the unconscionability cannot be cured by
extirpating or limiting the offending provisions, but instead

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requires augmentation to cure the unconscionability, then
the court should refuse to enforce the contract.” (Id. at p. 516.)
Notwithstanding a severability clause, “[c]ourts cannot ‘rewrite
agreements and impose terms to which neither party has
agreed.’ ” (Ibid.; see also Armendariz, at p. 125 [“Civil Code
section 1670.5 does not authorize such reformation by
augmentation, nor does the arbitration statute.”].)
In Cook, the reviewing court determined severance was
unavailable to preserve the arbitration agreement due to its
unconscionable overbreadth. In reaching that conclusion,
the Cook court rejected the employer’s contention that the
agreement’s “ ‘central purpose’ ” was “ ‘to have nearly all
employment related disputes resolved through arbitration,’ ”
responding that this “characterization [was] expressly belied
by the plain language of the agreement itself,” which expressly
disavowed a limitation “directed only at disputes related to
Cook’s employment [and] instead requir[ed] Cook to arbitrate
claims that do not relate to her employment or her employer.”
(Cook, supra, 102 Cal.App.5th at p. 329.)
Likewise, in Stoker, we concluded that although provisions
of the agreement waiving “the right to a jury trial and to pursue
representative claims[ ] could be severed without doing violence
to the rest of the agreement,” the section governing “the kinds
of claims subject to arbitration, [was] far more problematic.”
(Stoker, supra, 120 Cal.App.5th at p. 113.) Because that section
required arbitration of “most claims” between the employee,
on the one hand, and the employer and its related entities,
on the other, regardless of whether the claims “pertain[ed] to
Stoker’s employment,” we recognized the “section’s overbreadth
could be corrected only by adding language limiting the

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provisions’ reach to claims arising out of Stoker’s employment.”
(Id. at pp. 113–114.) As we had “no authority under governing
law to cure [an] unconscionable contract[ ] through ‘reformation
and augmentation,’ ” we held the overbroad scope and duration
section could not be extirpated to cure the agreement,
notwithstanding its severance clause. (Id. at pp. 113–115.)
We reach the same conclusion here. The arbitration
agreement’s overbreadth and indefinite duration cannot be cured
by deleting language, because there is no clause that a court
could extirpate from the agreement to confine its scope to the
employment relationship or Saldivar’s termination. For example,
as Saldivar correctly observes, the trial court could not simply
remove the “but not limited to” language from the “Covered
Claim” provision, because that language was merely descriptive
of the claims covered by the agreement—i.e., “any existing,
currently pending and/or future claim.” Curing the defects
would instead have required the court to add a limitation that
does not presently exist in the text. That is precisely the kind of
reformation by augmentation that Ramirez holds is unavailable
through severance. (See Cook, supra, 102 Cal.App.5th at
pp. 329–330.)
Entravision argues the severance clause mandates that
the unconscionable provisions be severed while the agreement’s
core purpose—in Entravision’s telling, “to arbitrate employment
disputes to the fullest extent permitted by law”—be enforced.
As discussed, the reviewing court in Cook rejected a nearly
identical argument because the employer’s “characterization”
of the agreement’s core purpose was manifestly “belied by the
plain language of the agreement itself.” (Cook, supra, 102
Cal.App.5th at p. 329.) That is also the case here. As in Cook

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and Stoker, the plain language of the arbitration agreement
obligates Saldivar to relinquish her right to a jury trial and to
participate in a collective action with respect to “any existing,
currently pending and/or future claim” against Entravision,
its related entities, and its vendors or clients, unless and until
a duly authorized officer of Entravision agrees in a signed writing
to modify this obligation. (Italics added.) Because curing these
unconscionable provisions would “require substantive rewriting
of the arbitration agreement to contradict its plain language,”
severance is not appropriate. (Cook, at p. 330; accord Stoker,
supra, 120 Cal.App.5th at pp. 113–115.)

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DISPOSITION
The order is affirmed. Plaintiff Laura Saldivar is entitled
to costs.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

HANASONO, J.

We concur:

ADAMS, P. J.

KARNOW, J.*

* Retired Judge of the San Francisco Superior Court,
assigned by the Chief Justice pursuant to article VI, section 6
of the California Constitution.

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