Filed 9/14/26 Pleasant v. Coastal Community Builders CA2/6
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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
not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion
has not been certified for publication or ordered published for purposes of rule 8.1115.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION SIX
JEANNIE PLEASANT et al., 2d Civ. No. B351072
(Super. Ct. No. 25CV-0217)
Plaintiffs and Respondents, (San Luis Obispo County)
v.
COASTAL COMMUNITY
BUILDERS, INC.,
Defendant and Appellant.
Coastal Community Builders, Inc. (CCB) constructed a
home that Jeannie and Matthew Pleasant purchased from
Presidio MI SLR 198, LLC (Presidio). Jeannie and Matthew
Pleasant, along with their children Joy and John Pleasant
(collectively, respondents), filed a superior court action against
CCB alleging construction defects and other claims. The trial
court denied CCB’s petition to compel arbitration. The court
found CCB was not a third-party beneficiary to the arbitration
provision in the purchase agreement.
We conclude otherwise and will vacate the trial court’s
order. Given that Jeannie and Matthew Pleasant signed the
purchase agreement, the arbitration provision covers their claims
against CCB. We will remand for determination of whether Joy
and John Pleasant, as non-signatories, must arbitrate any of
their claims against CCB under equitable estoppel principles.
After making that determination and allowing the parties to
raise any arguments not foreclosed by our opinion, the trial court
will resolve CCB’s petition to compel arbitration.
FACTUAL AND PROCEDURAL BACKGROUND
In July 2021, Jeannie and Matthew Pleasant entered into a
purchase agreement with Presidio for a residential home in San
Luis Obispo. The purchase agreement incorporates the Master
Declaration of Alternative Dispute Resolution (ADR Declaration)
and provides that the buyer agrees to use the process set forth in
that document. CCB was neither named in nor a signatory to the
purchase agreement.
The ADR Declaration was recorded in April 2021. Article
II provides that “Declarant [i.e., Presidio and MI SAN LUIS
RANCH, LLC] and applicable Declarant’s Agents will attempt to
resolve any dispute asserted by a Claimant of which it is given
notice.” After detailing the mediation procedure, Article II states:
“ARBITRATION. SHOULD EITHER PROCEEDINGS
GOVERNED BY CALIFORNIA CIVIL CODE § 6000 OR
MEDIATION PURSUANT TO ARTICLE II, SECTION I ABOVE
NOT BE SUCCESSFUL IN RESOLVING ANY DISPUTE, ANY
AND ALL CLAIMS, CONTROVERSIES, BREACHES OR
DISPUTES (EACH A “DISPUTE”) BY OR BETWEEN OR
AMONG A CLAIMANT, AND/OR DECLARANT AND
DECLARANT’S AGENTS ARISING FROM OR RELATED TO
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THE MASTER DECLARATION, THE MASTER ASSOCIATION
PROPERTY, THE MASTER ASSOCIATION MAINTENANCE
AREAS, ANY LOT, THE SALE OF ANY LOT, OR ANY
TRANSACTION RELATED HERETO, WHETHER SUCH
DISPUTE IS BASED ON CONTRACT, TORT, STATUTE, OR
EQUITY SHALL BE RESOLVED THROUGH BINDING
ARBITRATION IN THE COUNTY WHERE THE PROPERTY IS
LOCATED (OR SUCH OTHER LOCATION AS THE PARTIES
MAY AGREE UPON) . . . .”
Article I of the ADR Declaration contains a definition for
Declarant’s Agents: “RIGHT TO REPAIR. If any Owner(s) or
the Master Association (collectively, “Claimant”) claim, contend
or allege that any portion of the Master Association Property, any
portion of the Master Association Maintenance Areas, any Lot,
and/or any Improvement in the Project requires repair or that
Declarant or its agents, consultants, contractors or
subcontractors (collectively, “Declarant’s Agents”) were
responsible for the need to make any such repair (collectively, a
“Dispute”), Declarant and Declarant’s Agents shall have the
right to inspect, repair and/or replace any such Improvement in
accordance with the following procedures . . . .”
On March 27, 2025, respondents submitted a JAMS
arbitration demand against Presidio and CCB. On April 7, 2025,
respondents filed a complaint against CCB in the superior court.
The complaint alleged various causes of action, including
construction defects, negligence, and breach of the implied
warranty of workmanship and quality.
In July 2025, CCB filed a petition to compel arbitration. In
October, the trial court denied it. The court found “CCB is not a
signatory to the arbitration agreement, it is not an agent of a
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signatory, and it is not an intended third-party beneficiary to the
arbitration agreement.” The court declined to adopt an
interpretation that “expands the ‘Right to Repair’ clause beyond
its intended meaning.”
In December 2025, respondents withdrew their claims
against CCB from the JAMS arbitration proceeding.
DISCUSSION
We conclude CCB is a third-party beneficiary of the
arbitration agreement. “A contract, made expressly for the
benefit of a third person, may be enforced by him at any time
before the parties thereto rescind it.” (Civ. Code, § 1559.) We
examine “the express provisions of the contract at issue, as well
as all of the relevant circumstances under which the contract was
agreed to, in order to determine not only (1) whether the third
party would in fact benefit from the contract, but also (2) whether
a motivating purpose of the contracting parties was to provide a
benefit to the third party, and (3) whether permitting a third
party to bring its own breach of contract action against a
contracting party is consistent with the objectives of the contract
and the reasonable expectations of the contracting parties.”
(Goonewardene v. ADP, LLC (2019) 6 Cal.5th 817, 830.)
“The party seeking arbitration bears the burden of proving
the existence of an arbitration agreement . . . .” (Pinnacle
Museum Tower Assn. v. Pinnacle Market Development (US), LLC
(2012) 55 Cal.4th 223, 236.) When the evidence is not in conflict,
we review the denial of arbitration de novo. (Ibid.) “‘To the
extent the denial relies on a pertinent factual finding, we review
that finding for the existence of substantial evidence.’” (Bautista
v. Fantasy Activewear, Inc. (2020) 52 Cal.App.5th 650, 655.)
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The ADR Declaration, which governs under the purchase
agreement for the home, defines “‘Declarant’s Agents’” to include
Presidio’s “agents, consultants, contractors or subcontractors
. . . .” (Bold omitted.) As a contractor for Presidio, CCB meets
this definition. The ADR Declaration further provides that
otherwise unresolved disputes “BY OR BETWEEN OR AMONG
A CLAIMANT, AND/OR DECLARANT AND DECLARANT’S
AGENTS ARISING FROM OR RELATED TO THE MASTER
DECLARATION . . . [or] ANY LOT . . . SHALL BE RESOLVED
THROUGH BINDING ARBITRATION . . . .” This broad
provision encompasses a homeowner’s claims against CCB.
No sound basis exists for limiting the term “Declarant’s
Agents” to the Right to Repair section of the ADR Declaration.
The Right to Repair section is simply the first place the term
“Declarant’s Agents” is used and, therefore, defined. “[A] word
used multiple times in a contract is generally given the same
meaning, unless the contract indicates otherwise.” (Hom v.
Petrou (2021) 67 Cal.App.5th 459, 473; see also Civ. Code, § 1641
[“The whole of a contract is to be taken together, so as to give
effect to every part, if reasonably practicable, each clause helping
to interpret the other.”].) There is no indication “Declarant’s
Agents” was intended to carry separate meaning in Articles I and
II. Indeed, the term “Claimant” is similarly defined in the Right
to Repair section and then employed in the arbitration clause.
Viewing the ADR Declaration as a whole, Article I is
designed to give Declarant and its agents the rights to repair and
inspect, while also reserving statutory rights. Article II details
the mediation and arbitration procedures when other dispute
resolution attempts fail. Article II begins: “ALTERNATIVE
DISPUTE RESOLUTION AND WAIVER OF JURY TRIAL.
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Declarant and applicable Declarant’s Agents will attempt to
resolve any dispute asserted by a Claimant of which it is given
notice. If the dispute cannot be resolved between the parties
pursuant to the procedures set forth in Article I above, any
procedure set forth under a Warranty, and/or any applicable
statutory dispute resolution procedures, it will be decided
through the alternative resolution procedure as set forth below.”
This paragraph bridges Articles I and II and further
demonstrates the meaning and application of “Declarant’s
Agents” was intended to remain consistent throughout.
Respondents’ focus on the construction services agreement
is misplaced. That agreement between Presidio and CCB
explicitly precludes binding arbitration. But Presidio could
establish a different procedure for disputes involving a
“Claimant” (e.g., a homeowner). The construction services
agreement does not conflict with the ADR Declaration, even
considering Civil Code section 1642. (Civ. Code, § 1642 [“Several
contracts relating to the same matters, between the same parties,
and made as parts of substantially one transaction, are to be
taken together.”].)
Given that Jeannie and Matthew Pleasant are signatories
to the purchase agreement, the arbitration provision
encompasses their claims against CCB. However, neither Joy
nor John Pleasant signed the purchase agreement. Generally, “‘a
party cannot be compelled to arbitrate a dispute that he or she
has not agreed to resolve by arbitration.’” (Benaroya v. Willis
(2018) 23 Cal.App.5th 462, 469.) But, based on equitable estoppel
principles, even a non-signatory plaintiff can be compelled to
arbitrate in certain circumstances. (See JSM Tuscany, LLC v.
Superior Court (2011) 193 Cal.App.4th 1222, 1241.)
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Here, the trial court found CCB did not allege an equitable
estoppel theory. Although CCB briefly raises equitable estoppel
generally in its appellate briefing, we believe that doctrine’s
specific application to Joy and John is more appropriately
resolved by the trial court in the first instance. (Cf. Dua v.
Stillwater Ins. Co. (2023) 91 Cal.App.5th 127, 139 [declining to
address issue for first time on appeal and remanding].) Thus, we
will vacate the trial court’s order and remand for its
determination of this question.
Finally, we reject CCB’s argument that respondents’
initiation of arbitration equitably estops the superior court
action. Unlike in Lovret v. Seyfarth (1972) 22 Cal.App.3d 841,
upon which CCB relies, the record here does not show that
significant progress occurred in the arbitration action. This is
not a situation in which a party voluntarily submitted a claim to
arbitration, “‘await[ed] the outcome,’” and, after an unfavorable
decision, “‘then challenge[d] the authority of the arbitrator[] to
act.’” (Id. at p. 860.)
DISPOSITION
The October 30, 2025 order denying CCB’s motion to
compel arbitration is vacated. The matter is remanded to the
trial court with directions for it to determine whether Joy and
John Pleasant must arbitrate any of their claims against CCB
under equitable estoppel principles. After making that
determination, the trial court will enter an order resolving CCB’s
petition to compel arbitration. On remand, the parties (including
Jeannie and Matthew Pleasant) may raise any arguments not
foreclosed by our opinion, including respondents’ waiver
argument that the trial court expressly declined to address.
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The parties shall bear their own costs on appeal.
NOT TO BE PUBLISHED.
CODY, P. J.
We concur:
YEGAN, J.
BALTODANO, J.
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Tana L. Coates, Judge
Superior Court County of San Luis Obispo
_________________________________
Newmeyer & Dillion, J. Brian Morrow and Jeffrey R.
Brower for Defendant and Appellant.
Engstrom, Lipscomb & Lack, Walter J. Lack, Joseph A.
Lack, and Christopher A. Kanne for Plaintiffs and Respondents.
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