Filed 10/8/26 Sadler v. Assignment America CA3
NOT TO BE PUBLISHED
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 This opinion has not been certified for publication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
THIRD APPELLATE DISTRICT
(Sacramento)
YOLANDA SADLER, C102885
Plaintiff and Respondent,
(Super. Ct. No. 24CV011975)
v.
ASSIGNMENT AMERICA, LLC et al.,
Defendants and Appellants.
Plaintiff Yolanda Sadler worked as a caregiver for defendants Assignment
America, LLC, and Cross Country Staffing, Inc. In 2024, Sadler filed a class action
complaint against defendants. Defendants responded by filing a motion to compel
arbitration, relying on an arbitration agreement purportedly signed by Sadler during the
hiring process. The trial court denied defendants’ motion, concluding that defendants
failed to prove by a preponderance of the evidence that the arbitration agreement was
signed by Sadler. As a separate basis for its denial, the court also found that the
agreement was procedurally and substantively unconscionable, and that the
unconscionable provisions could not be severed.
On appeal, defendants argue (1) the trial court erred in holding them to a higher
burden of proving it was Sadler’s signature on the arbitration agreement because it was
signed electronically rather than in ink, (2) the arbitration agreement was not
1
unconscionable, and (3) even if the agreement was unconscionable, the trial court erred
by not severing unconscionable provisions. Because we disagree with defendants’ first
contention, we will affirm without the need to address their second and third arguments.
We also deny Sadler’s motion requesting that we take judicial notice of the
“Employment/Workplace Arbitration Rules and Mediation Procedures” of the American
Arbitration Association, Amended and Effective May 1, 2025, as these materials are
unnecessary to our resolution of this appeal. (See City of Grass Valley v. Cohen (2017)
17 Cal.App.5th 567, 594, fn. 13.)
BACKGROUND
Commencement of the Action and Motion to Compel Arbitration
Defendants provide elder and in-home care services to individuals with medical
conditions and/or physical disabilities. Sadler was employed by defendants as a
caregiver since approximately October 2023. In June 2024, Sadler filed a class action
complaint against defendants asserting causes of action for failure to pay state minimum
wage, failure to pay overtime, failure to provide meal breaks, failure to provide rest
breaks, failure to reimburse work-related expenses, failure to timely pay wages, failure to
provide accurate pay stubs, and violation of the unfair competition law. (Bus. & Prof.
Code, § 17200 et seq.).
Defendants filed a motion, among other things, to compel arbitration of Sadler’s
individual claims. Defendants claimed that Sadler had agreed to arbitrate all claims
related to her employment with defendants on an individual basis, and her claims fell
within the scope of the arbitration agreement.
In support of their motion, defendants submitted a declaration of Amiee Hawkins,
Chief Solutions Officer at defendant Cross Country Staffing, Inc. According to Hawkins,
defendants’ routine hiring and orientation process included presenting all incoming
employees with copies of an arbitration agreement to review and sign. Once signed, the
arbitration agreements were kept in employees’ personnel files in the usual course of
2
business. Hawkins had reviewed Sadler’s personnel records, including her new hire
documents and her arbitration agreement, and she attached a copy of Sadler’s arbitration
agreement, dated October 25, 2023, to her declaration. According to Hawkins, Sadler
executed the arbitration agreement “using a secure document signing platform.”
The Arbitration Agreement
The arbitration agreement stated that the signing employee and defendants agreed
“that binding arbitration shall be the exclusive means of resolving all claims between
them, whether or not arising out of or in any way related to Employee’s employment with
Company or the termination thereof…. Final and binding arbitration before a single,
neutral arbitrator shall be the exclusive remedy for any covered claim.” The agreement
specified that arbitration would “occur in Los Angeles County (unless otherwise required
by law or agreed by the parties).”
A signature, in some manner electronically drawn or created, appears over the
employee signature block. The arbitration agreement stated it was executed on
October 25, 2023.
Opposition to Motion to Compel Arbitration
In her opposition brief, Sadler argued that defendants had failed to meet their
initial burden of authenticating her purported electronic signature on the arbitration
agreement. Sadler further argued that the arbitration agreement was procedurally and
substantively unconscionable. She also argued that the arbitration agreement was so
permeated with unconscionability that those provisions could not be severed, and
therefore, the entire arbitration agreement must be rejected as unconscionable and
unenforceable.
In a declaration, Sadler stated that she had “reviewed the Arbitration Agreement
dated October 25, 2023, offered by Defendants as Exhibit A to the Declaration of Amiee
Hawkins …. Although I signed a number of documents during on-boarding with
Defendants in October 2023, I do not recall signing this Arbitration Agreement when I
3
on-boarded in October 2023, and do not believe that the document attached to Ms.
Hawkins’s Declaration contains my electronic signature.” She also stated: The
“Agreement states that ‘Arbitration will occur in Los Angeles County (unless otherwise
required by law or agreed by the parties.)’ [Citation.] I live in Sacramento County, and
at all times while employed by Defendants have worked in Northern California, in and
around Sacramento County. At no time have I worked for Defendants in Los Angeles
County or anywhere in Southern California. I would not have knowingly signed an
agreement calling for me to travel to Los Angeles County for arbitration.”
The Trial Court’s Denial of Defendants’ Motion to Compel Arbitration
Following oral argument, the trial court denied defendants’ motion to compel
arbitration. The trial court determined Sadler’s statements that she did not recall signing
the arbitration agreement, that she did not believe her signature was on the agreement,
and that she would not have signed the agreement if it was presented to her, were
sufficient to challenge the arbitration agreement. The court rejected defendants’
argument that Sadler had not actually disputed that the signature on the arbitration
agreement was hers. The court also rejected defendants’ argument that it should find
Sadler had failed to adequately challenge the authenticity of her signature under Iyere v.
Wise Auto Group (2023) 87 Cal.App.5th 747 (Iyere), a case involving a handwritten
signature. The court stated that defendants failed to cite any authority for the proposition
that the standard for a handwritten signature should apply here, where an electronic
signature was involved, rather than the requirements set forth in Ruiz v. Moss Bros. Auto
Group, Inc. (2014) 232 Cal.App.4th 836 (Ruiz) applicable to electronic signatures. The
court concluded that the statement in Hawkins’s declaration that “Sadler executed” the
arbitration agreement “using a secure document signing platform” was insufficient to link
the electronic signature to Sadler. The court concluded that the evidence did not support
a finding that the arbitration agreement “could only have been signed by” Sadler.
Because defendants failed to meet their ultimate burden of proving by a preponderance of
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the evidence that Sadler’s signature appeared on the arbitration agreement, the trial court
denied defendants’ motion to compel arbitration for lack of proof of an agreement
between the parties to arbitrate their dispute.
As an additional and alternative basis for denying defendants’ motion to compel
arbitration, the trial court concluded that, even if defendants had established the existence
of an arbitration agreement, the agreement would be unenforceable due to
unconscionability, and “the unconscionable provisions cannot be reformed or severed
because they are central to the agreement’s purpose.”
DISCUSSION
I
Arbitration Agreements and Determining Whether an Arbitration Agreement Exists
“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 v. Charter Communications, Inc. (2024) 16 Cal.5th 478, 492.) “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.’ ” (Iyere, supra, 87 Cal.App.5th at p. 754.) “ ‘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. If the party opposing
the petition raises a defense to enforcement … that party bears the burden of producing
evidence of, and proving by a preponderance of the evidence, any fact necessary to the
defense.’ ” (Ibid.) If the opponent submits sufficient evidence to create a factual dispute,
the burden shifts back to the proponent, who retains the burden of proving the existence
of the agreement to arbitrate by a preponderance of the evidence. (Id. at p. 755.)
“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
5
of law. [Citation.] If a validity ruling rests on the trial court’s resolution of evidentiary
disputes, substantial evidence review applies to the court’s factual findings.” (Ramirez v.
Charter Communications, Inc., supra, 16 Cal.5th at p. 493.)
II
Authentication of Sadler’s Signature
Defendants argue that their showing was sufficient to authenticate Sadler’s
signature, and that the trial court erred by subjecting a “handwritten electronic signature”
to a higher burden than a handwritten ink signature. We disagree.
In the context of a dispute concerning the existence of an agreement to arbitrate
based on a challenge to the authenticity of the opposing party’s signature, “[t]he
arbitration proponent must first recite verbatim, or provide a copy of, the alleged
agreement. [Citations.] A movant can bear this initial burden ‘by attaching a copy of the
arbitration agreement purportedly bearing the opposing party’s signature.’ [Citation.] At
this step, a movant need not ‘follow the normal procedures of document authentication’
and need only ‘allege the existence of an agreement and support the allegation as
provided in” California Rules of Court, rule 3.1330. (Iyere, supra, 87 Cal.App.5th at
p. 755, fn. omitted.) “If the movant bears its initial burden, the burden shifts to the party
opposing arbitration to identify a factual dispute as to the agreement’s existence—in this
instance, by disputing the authenticity of their signatures. To bear this burden, the
arbitration opponent must offer admissible evidence creating a factual dispute as to the
authenticity of their signatures. The opponent need not prove that his or her purported
signature is not authentic, but must submit sufficient evidence to create a factual dispute
and shift the burden back to the arbitration proponent, who retains the ultimate burden of
proving, by a preponderance of the evidence, the authenticity of the signature.” (Ibid.)
6
A. Defendants’ Initial Burden
In support of their motion to compel arbitration, defendants submitted Hawkins’s
declaration, which stated that defendants’ routine hiring and orientation process included
presenting all incoming employees with an arbitration agreement to review and sign.
Once signed, the agreements were kept in the employees’ personnel files in the usual
course of business. Hawkins reviewed Sadler’s personnel records which contained her
arbitration agreement, and, according to Hawkins, Sadler executed the agreement “using
a secure document signing platform.”
A copy of the arbitration agreement was included as an exhibit to Hawkins’s
declaration. It stated, among other things, that the signing employee and defendants
agreed “that binding arbitration shall be the exclusive means of resolving all claims
between them, whether or not arising out of or in any way related to Employee’s
employment with Company or the termination thereof…. Final and binding arbitration
before a single, neutral arbitrator shall be the exclusive remedy for any covered claim.”
A signature, in some manner electronically drawn or created, appears over the employee
signature block, and October 25, 2023, was the date of execution.
This evidence was sufficient to satisfy defendants’ initial burden. (See generally
Iyere, supra, 87 Cal.App.5th at pp. 754, 755.)
B. Sadler’s Opposition
In support of her opposition brief, Sadler declared: “I have reviewed the
Arbitration Agreement dated October 25, 2023, offered by Defendants as Exhibit A to the
Declaration of Amiee Hawkins…. Although I signed a number of documents during on-
boarding with Defendants in October 2023, I do not recall signing this Arbitration
Agreement when I on-boarded in October 2023, and do not believe that the document
attached to Ms. Hawkins’s Declaration contains my electronic signature.” She also stated
that she “would not have knowingly signed an agreement calling for me to travel to Los
Angeles County for arbitration.”
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Defendants argue that Sadler failed to raise a genuine dispute as to the authenticity
of the signature on the arbitration agreement because the mere representation that a
person does not recall signing the agreement does not create a factual dispute as to the
signature’s authenticity and does not provide a basis for a finding that a contract was not
formed. “There is a split of authority among the Courts of Appeal as to what constitutes
sufficient evidence to create a factual dispute about the authenticity of a handwritten
signature on a document agreeing to arbitration” (Ramirez v. Golden Queen Mining Co.,
LLC (2024) 102 Cal.App.5th 821, 825), and specifically whether the inability to recall
signing an arbitration agreement by hand creates such a factual dispute. The court in
Iyere concluded that, “[i]f a party confronted with his or her handwritten signature on an
arbitration agreement is unable to allege that the signature is inauthentic or forged, the
fact that that person does not recall signing the agreement neither creates a factual dispute
as to the signature’s authenticity nor affords an independent basis to find that a contract
was not formed.” (Iyere, supra, 87 Cal.App.5th at p. 758.) Conversely, in Gamboa v.
Northeast Community Clinic (2021) 72 Cal.App.5th 158, the court concluded that the
party opposing arbitration may produce evidence challenging the authenticity of the
agreement by testifying under oath or declaring under penalty of perjury “that the party
never saw or does not remember seeing the agreement, or that the party never signed or
does not remember signing the agreement.” (Id. at p. 165; see also id. at p. 167
[“Gamboa likewise met her burden on the second step by filing an opposing declaration,
saying she did not recall the agreement and would not have signed it if she had been
aware of it”].)
We need not decide whether we agree with Iyere or Gamboa on this point. While
Sadler did say she did not recall signing the arbitration agreement as part of her
onboarding process, her testimony went further. Sadler also stated in her declaration that,
having reviewed the arbitration agreement, she did not believe that the arbitration
agreement “contains my electronic signature.” We construe this statement as denying
8
that the signature on the arbitration agreement was hers or as claiming that the signature
was inauthentic. (See generally Iyere, supra, 87 Cal.App.5th at pp. 757, 758.) These
statements in Sadler’s declaration were sufficient to raise a factual dispute as to the
authenticity of her signature, and therefore of the arbitration agreement’s existence.
Defendants’ arguments rest on the premise that Sadler’s representation that,
having reviewed the arbitration agreement, she did “not believe that the document …
contains [her] electronic signature” fails to adequately deny or dispute that it is her
signature that appears on the document. We disagree. Sadler’s statements that she both
did not recall signing the arbitration agreement and that she had reviewed the arbitration
agreement and she did not believe that it contained her electronic signature were
sufficient to raise a factual dispute as to the existence of the arbitration agreement,
shifting the burden back to defendants to prove the authenticity of the signature by a
preponderance of the evidence. (See generally Iyere, supra, 87 Cal.App.5th at p. 755.)
Defendants rely on Iyere in asserting that Sadler failed to raise a genuine dispute
as to the authenticity of her signature. The proffered arbitration agreement in Iyere bore
the plaintiffs’ purported handwritten signatures. (Iyere, supra, 87 Cal.App.5th at pp. 751,
753, 756.) The plaintiffs acknowledged that they signed numerous documents, but they
did not specifically recall signing the arbitration agreement, and they averred that, if they
understood the nature of the agreement, they would not have signed it. (Id. at p. 756.)
The court concluded that this evidence was insufficient to create a factual dispute as to
whether they signed the arbitration agreements. (Ibid.) The court distinguished Ruiz and
another case, both of which involved electronic signatures, and stated: “Neither case has
any bearing on the situation in the present case. An individual cannot confirm or deny
the authenticity of an electronic signature by viewing a computer printout of the person’s
printed name followed by the words ‘(Electronic Signature)’ ” (id. at p. 757), which
described the circumstances of the electronic signature in Ruiz (Ruiz, supra,
232 Cal.App.4th at p. 840). The Iyere court continued: “In such a case, the individual’s
9
inability to recall signing electronically may reasonably be regarded as evidence that the
person did not do so. However, an individual is capable of recognizing his or her own
personal signature. If the individual does not deny that the handwritten personal
signature is his or her own, that person’s failure to remember signing is of little or no
significance.” (Iyere, at p. 757.) In other words, “[i]f a party confronted with his or her
handwritten signature on an arbitration agreement is unable to allege that the signature is
inauthentic or forged, the fact that that person does not recall signing the agreement
neither creates a factual dispute as to the signature’s authenticity nor affords an
independent basis to find that a contract was not formed.” (Id. at p. 758.)
A signature that is “hand-drawn electronic[ally],” as defendants represent was the
method used for the signature here, could exhibit some of the uniqueness of a
handwritten signature subject to personal recognition as discussed in Iyere. (Iyere, supra,
87 Cal.App.5th at pp. 757, 758.) However, we note that, while defendants repeatedly
represent that the signature here was handwritten or hand-drawn electronically, the record
does not support this assertion. The only evidence concerning the signature is Hawkins’s
statement, without further explanation, that the electronic signature was executed using a
“secure document signing platform,” a phrase not appearing in a single California
appellate court case, published or unpublished (until now). By its appearance, the
signature here may have been created in the manner claimed by defendants, by “drawing”
the signature electronically using a touchscreen, mouse, or stylus. It also may have been
generated electronically, affixed to the arbitration agreement by electronically copying it
from another source, or in some other manner altogether. In short, the record before us
does not establish that the signature was hand-drawn electronically as defendants assert.
In any event, we have concluded that Sadler not only stated that she did not recall
signing the arbitration agreement, but that, having reviewed the agreement, she did not
believe that the agreement contained her electronic signature. We find this was sufficient
to raise a genuine factual dispute as to the authenticity of her signature.
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B. Defendants’ Failed to Carry Their Burden of Proof on the Authenticity of
the Electronic Signature
Defendants argue that, even if Sadler satisfied her burden, they submitted
sufficient evidence to carry their burden of proving the authenticity of the arbitration
agreement by a preponderance of the evidence. According to defendants: “The
unrebutted Hawkins Declaration explained that the Arbitration Agreement is presented to
employees during onboarding, explained that signed copies ‘are kept in employees’
respective personnel files in the usual course of business,’ and authenticated the
document she attached as the Agreement maintained in Sadler’s file. [Citation.] Nothing
more is required.”
Defendants submitted a reply brief in support of their motion to compel
arbitration, but submitted no additional evidence. Thus, the only relevant evidence is the
arbitration agreement and Hawkins’s declaration, in which she stated that, in her
professional capacity, she reviewed Sadler’s business and personnel records, including
“her new hire documents, i.e. background screenings, policy acknowledgements and their
Arbitration Agreements.” Hawkins stated: “In my position as Chief Solutions Officer, I
am familiar with Defendants’ routine hiring and orientation processes. These practices
include presenting all incoming employees with copies of an arbitration agreement to
review and sign during their employment. Once signed, employees’ Arbitration
Agreements are kept in employees’ respective personnel files in the usual course of
business.” Hawkins concluded: “Attached hereto as Exhibit A is a true and correct copy
of the Arbitration Agreement, dated October 25, 2023, that Sadler executed using a
secure document signing platform.”
To the extent that the standard applicable to a handwritten signature such as that in
Iyere applies here, we have already concluded that Sadler sufficiently raised a factual
dispute as to whether it is her signature that appears on the arbitration agreement so as to
shift the burden back to defendants. Given this factual dispute, nothing in Hawkins’s
11
declaration, summarized above, or elsewhere proves by a preponderance of the evidence
that it is in fact Sadler’s signature on the agreement.
Moreover, the signature on the arbitration agreement is a form of electronic
signature, albeit a different type than that at issue in Ruiz. It is not disputed that the
signature on the arbitration agreement purported to be Sadler’s was accomplished
electronically; defendants repeatedly refer to the signature as a “handwritten electronic
signature” and “hand-drawn electronic signature.” (Italics added.)
Thus, relevant to defendants’ ultimate burden of proving this electronic signature
was Sadler’s, in Ruiz, the business manager’s declaration in support of the defendant’s
motion to compel arbitration “summarily asserted that [the plaintiff] ‘electronically
signed’ the 2011 [arbitration] agreement ‘on or about September 21, 2011,’ and that the
same agreement was presented to ‘all persons who seek or seek to maintain employment’
with [the defendant] …. [She] did not explain how [the defendant] verified that [the
plaintiff], or other … employees, electronically signed the 2011 agreement.” (Ruiz,
supra, 232 Cal.App.4th at p. 839.) In opposition, the plaintiff “argued that [the business
manager’s] ‘conclusory statement’ that he electronically signed the 2011 agreement was
‘not enough to prove by a preponderance of the evidence’ that he did, in fact,
electronically sign the agreement.” (Id. at p. 840.) The plaintiff also stated that he did
not recall signing the arbitration agreement, and if he had been presented with an
agreement limiting his ability to sue the defendant, he would not have signed it. (Ibid.)
In a reply declaration, the business manager essentially explained that all employees were
required to log on to the company’s computer system with a unique login and password
to review and execute a form which included the arbitration agreement. (Id. at pp. 840-
841.) However, again, she “did not indicate whether or if so how [the defendant]
ascertained that [the plaintiff] electronically signed, or was the person who electronically
signed, the employee acknowledgement form, including the 2011 agreement.” (Id. at
p. 841.) The business manager “never explained how [the plaintiff’s] printed electronic
12
signature, or the date and time printed next to the signature, came to be placed on the
2011 agreement.” (Id. at pp. 843-844.) Thus, the business manager “did not explain
how, or upon what basis, she inferred that the electronic signature on the 2011 agreement
was ‘the act of’ ” the plaintiff. (Id. at p. 844, quoting Civ. Code, § 1633.9, subd. (a).)
“This left a critical gap in the evidence supporting the petition” to compel arbitration.
(Ruiz, at p. 844.) Rather than offering any “explanation of how she inferred the
electronic signature on the 2011 agreement was the act of [the plaintiff], [the business
manager] only offered her unsupported assertion that [the plaintiff] was the person who
electronically signed the 2011 agreement.” (Ibid.) The Ruiz court concluded that, in “the
face of [the plaintiff’s] failure to recall electronically signing the 2011 agreement, the fact
the 2011 agreement had an electronic signature on it in the name of [the plaintiff], and a
date and time stamp for the signature, was insufficient to support a finding that the
electronic signature was, in fact, ‘the act of’ ” the plaintiff. (Ibid., quoting Civ. Code,
§ 1633.9, subd. (a).)
The “act of” language repeatedly quoted by the court in Ruiz is from Civil Code
section 1633.9, part of the Uniform Electronic Transactions Act of 1999. (Civ. Code,
§ 1633.1 et seq., added by Stats. 1999, ch. 428, § 1, pp. 2808-2816.) Subdivision (a) of
section 1633.9 provides: “An electronic record or electronic signature is attributable to a
person if it was the act of the person. The act of the person may be shown in any manner,
including a showing of the efficacy of any security procedure applied to determine the
person to which the electronic record or electronic signature was attributable.” (Italics
added.) The Uniform Electronic Transactions Act of 1999, defines “Electronic
signature” as “an electronic sound, symbol, or process attached to or logically associated
with an electronic record and executed or adopted by a person with the intent to sign the
electronic record.” (Civ. Code, § 1633.2, subd. (h).) Thus, under the Uniform Electronic
Transactions Act of 1999, for the electronic signature here to be attributable to Sadler,
13
defendants would have to prove by a preponderance of the evidence that it was “the act
of” Sadler. (Civ. Code, § 1633.9, subd. (a).)
Similar to Ruiz, Hawkins did not explain how she “arrived at that conclusion or
inferred [Sadler] was the person who electronically signed the” arbitration agreement.
(Ruiz, supra, 232 Cal.App.4th at p. 843.) Beyond stating that Sadler “us[ed] a secure
document signing platform,” Hawkins did not explain how Sadler’s alleged signature
came to be on the arbitration agreement. (Id. at pp. 843-844.) And, like in Ruiz,
Hawkins “did not explain how she ascertained that the electronic signature on the …
agreement was ‘the act of’ ” Sadler. (Id. at p. 844, quoting Civ. Code, § 1633.9, subd.
(a).) She did not indicate what a “secure document signing platform” was or how it
worked, nor did she offer any details of Sadler’s signing. Indeed, she did not describe the
process at all beyond stating that Sadler “us[ed] a secure document signing platform.”
Hawkins “only offered her unsupported assertion,” in effect, that Sadler “was the person
who electronically signed the” arbitration agreement. (Ruiz, at p. 844.) This evidence
was insufficient to support a finding by a preponderance of the evidence that the
electronic signature was Sadler’s, and signing it was the “act of” Sadler. (Civ. Code,
§ 1633.9, subd. (a); see Ruiz, at p. 844.)
By way of contrast, the court in Espejo v. Southern California Permanente
Medical Group (2016) 246 Cal.App.4th 1047, stated that a supplemental declaration
“offered the critical factual connection that the declarations in Ruiz lacked.” (Id. at
p. 1062.) The court explained: The declaration “detailed [the defendant’s] security
precautions regarding transmission and use of an applicant’s unique username and
password, as well as the steps an applicant would have to take to place his or her name on
the signature line of the employment agreement and the [dispute resolution procedure
document]. Based on this procedure, she concluded that the [plaintiff’s] ‘name … could
have only been placed on the signature pages of the employment agreement and the
[dispute resolution procedure document] by someone using [his] unique user name and
14
password…. [¶] Given this process for signing documents and protecting the privacy of
the information with unique and private user names and passwords, the electronic
signature was made by [the plaintiff]’ on the employment agreement and the [dispute
resolution procedure document] at the date, time, and IP address listed on the documents.
These details satisfactorily meet the requirements articulated in Ruiz and establish that the
electronic signature on the [dispute resolution procedure document] was ‘the act of’ [the
plaintiff] [citation], and therefore provide the necessary factual details to properly
authenticate the document.” (Ibid., quoting Civ. Code, § 1633.9, subd. (a).) Defendants
did not make a similar showing here.
Defendants failed to meet their burden of proving by a preponderance of the
evidence the authenticity of the electronic signature on the arbitration agreement and the
resulting existence of a valid arbitration agreement between the parties.
C. The Burden of Proof Employed by the Trial Court for Electronic Signatures
Defendants argue that the trial court erred and contravened the Uniform Electronic
Transactions Act of 1999 in subjecting Sadler’s “handwritten electronic signature” to a
higher burden than a handwritten ink signature, specifically, holding them to a standard
of proving that the agreement could only have been signed by Sadler. We disagree.
In claiming the trial court held them to an erroneous standard, defendants assert
the trial court’s ruling “rests on the false premise that a hand-drawn electronic signature
must satisfy a heightened evidentiary burden applicable to electronic signatures—i.e.,
where there is no hand-drawn signature.” But, as discussed above, the record does not
establish that the signature at issue here was “hand-drawn.” Further, while the signature
at issue here may be a different type of electronic signature than those in Ruiz and Espejo,
and may have elements in common with a handwritten signature, it is an electronic
signature. As stated, the Uniform Electronic Transactions Act of 1999 defines an
electronic signature as “an electronic sound, symbol, or process attached to or logically
associated with an electronic record and executed or adopted by a person with the intent
15
to sign the electronic record.” (Civ. Code, § 1633.2, subd. (h).) The signature here, if
authentic, is an electronic symbol or process attached to an electronic record and
executed or adopted by a person with the intent to sign the electronic record. Thus, it is
an electronic signature. Defendants have cited no authority for the premise that this
particular type of electronic signature is not, in fact, an electronic signature within the
meaning of Civil Code section 1633.2.
Defendants seize on the sentence in the trial court’s order in which it stated that
“[d]efendants’ evidence does not support a finding that the agreement could only have
been signed by [Sadler],” and argue they would not have had to meet this requirement if
Sadler’s signature had been handwritten in ink. However, the signature at issue was an
electronic signature, and an “electronic signature is attributable to a person if it was the
act of the person.” (Civ. Code, § 1633.9, subd. (a).) Thus, to prove this was Sadler’s
electronic signature, defendants had to prove the signature was “the act of” Sadler.
Defendants also emphasize the language of Civil Code section 1633.9, subdivision
(a), providing that the “act of the person may be shown in any manner….” (Italics
added.) However, what may be “shown in any manner” is the “act of the person” that
establishes that the electronic signature is attributable to that person. (Civ. Code,
§ 1633.9, subd. (a).) This requires a showing that the electronic signature resulted from
“the act of” that person. (Ibid.)
Defendants have failed to persuade us that an electronic signature that may have
some elements in common with a handwritten signature is not an electronic signature.
We therefore conclude that the trial court correctly determined that defendants failed to
prove, by a preponderance of the evidence, that Sadler signed the arbitration agreement,
that the electronic signature on the arbitration agreement was “the act of” Sadler (Civ.
Code, § 1633.9, subd. (a)), and thus that an agreement to arbitrate existed between Sadler
and defendants. In light of our determination, we need not address defendants’
arguments concerning unconscionability and severance.
16
DISPOSITION
The order denying defendants’ motion to compel arbitration is affirmed. Sadler
shall recover her costs on appeal. (See Cal. Rules of Court, rule 8.278(a)(1), (2).)
\s\
KRAUSE, J.
We concur:
\s\
RENNER, Acting P. J.
\s\
BOULWARE EURIE, J.
17