Filed 9/11/26 Herrera v. Interlang 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NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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

ALBERT HERRERA, B346752

Plaintiff and Respondent, (Los Angeles County
Super. Ct. No.
v. 24STCV06318)

INTERLANG, LLC,

Defendant and Appellant.

APPEAL from an order of the Superior Court of
Los Angeles County, Michael Schultz, Judge. Reversed and
remanded with directions.

K&L Gates, Ferry E. Lopez and Ricardo E. Diaz for
Defendant and Appellant.

Jonathan Lee Borsuk for Plaintiff and Respondent.
_________________________
 Defendant and appellant Interlang, LLC (Interlang)
appeals an order denying its motion to compel its former
employee, plaintiff and respondent Albert Herrera, to arbitrate
his claims. In support of its motion, Interlang submitted a copy
of an arbitration agreement from 2017. Herrera argued the
agreement was superseded by an employment agreement the
parties executed in 2021. The trial court denied Interlang’s
motion. On appeal, Interlang argues the 2021 agreement
did not supersede the 2017 agreement. We agree and reverse.
FACTUAL AND PROCEDURAL BACKGROUND
1. The complaint
Interlang hired Herrera in 2017 and terminated him
in 2023. In March 2024, Herrera filed a complaint against
Interlang and eleven other entities and individuals, asserting
16 causes of action. Herrera alleged he witnessed and
complained about “many accounting irregularities and
improprieties, and fraudulent billing practices, perpetrated
by” Interlang. Herrera alleged Interlang terminated him as a
“scapegoat for the operational problems caused by [Interlang]
and in retaliation for bringing illegal activities to [Interlang’s]
attention.” Herrera also alleged Interlang presented him
with an illegal severance agreement, sought to defraud him
by stealing his securities, refused to pay all compensation owed,
refused to provide documents and records, and failed to provide
an accounting.
2. Interlang’s motion to compel arbitration
Interlang filed a motion to compel Herrera to arbitrate
his claims. Interlang asserted Herrera was compelled to
arbitrate under an agreement the parties executed in
December 2017 (the 2017 Arbitration Agreement).

2
 Interlang attached to its motion a copy of the 2017
Arbitration Agreement. It states the parties agree to utilize
binding arbitration under the Federal Arbitration Act to resolve
all disputes that Herrera has against Interlang or its agents, and
any Interlang disputes against Herrera “arising from, related to,
or having any relationship or connection whatsoever with seeking
employment with, employment by, or other association with
[Interlang].” The 2017 Arbitration Agreement includes an
integration clause, which provides “[t]his is the entire agreement”
between the parties “regarding dispute resolution, the length
of [Herrera’s] employment, and the reasons for termination of
employment, and this agreement supersedes any and all prior
agreements regarding these issues to the extent that they differ
from the foregoing.” The 2017 Arbitration Agreement further
states that it is “agreed and understood that any agreement
contrary to [it] must be entered into, in writing, by the President”
of Interlang, and that no “supervisor or representative of
[Interlang], other than the President, has any authority to
enter into any agreement for employment for any specified
period of time or make any agreement contrary to the foregoing.”
Interlang’s motion to compel arbitration was joined by
defendant MDME Holdings, LLC (MDME). MDME contended
that “[b]ecause Plaintiff alleges that all Defendants, including
MDME Holdings, were acting as the agent, employee, partner,
and representative of one another, and Plaintiff agreed to
submit claims against such agents, employees, or partners,
arising from his employment to arbitration, his disputes with
MDME Holdings also are subject to binding arbitration.” MDME
additionally joined in all legal arguments made by Interlang.

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3. Herrera’s opposition
Herrera opposed the motion on a number of grounds,
including that the 2017 Arbitration Agreement “does not exist.”
According to Herrera, it was “entirely superseded” by an
employment agreement the parties executed in July 2021
(the 2021 Employment Agreement). Herrera asserted the 2021
Employment Agreement does not contain an arbitration clause,
nor did the parties enter into a separate arbitration agreement.
Herrera attached to his opposition a copy of the 2021
Employment Agreement. Glenn Scolnik signed for Interlang
as “Chairman of the Board.” The opening paragraph of the
agreement states, “The parties recognize that you have been
employed by the Company, and this Agreement is intended
to set forth the terms of your employment with the Company
effective July 1, 2021.” The four-page document goes on to
describe Herrera’s position and duties, compensation, and
benefits.
The 2021 Employment Agreement contains a section
entitled, “Agreement Contingencies.” That section states: “This
offer is made contingent upon you executing the Company’s
Arbitration Agreement as well as a Proprietary Information and
Trade Secrets Agreement. Refusal to enter into either agreement
will result in this offer being withdrawn or your employment
with the Company terminated.”
The paragraph that follows establishes the parties’
agreement that Herrera’s employment will be at-will. The next,
and penultimate, paragraph includes an integration clause,
stating: “By entering into this agreement, you are acknowledging
and representing that there are no oral, collateral, or other
written statements by any employee or representative of

4
the Company inconsistent or contrary to the above, and that
the at-will nature of your employment relationship with the
Company is a condition of this offer and your employment
with the Company.”
Herrera submitted a declaration in support of his
opposition. He asserted Interlang presented him with the
2021 Employment Agreement when it was “undergoing several
pending private equity investment transactions.” Herrera
asserted he believed Scolnik was Interlang’s president and
chairman of its board at the time. Herrera asked to see a copy
of the “ ‘Company’s Arbitration Agreement,’ ” and Scolnik said
Interlang “would provide [him that] document[ ] later for [his]
consideration.” According to Herrera, Interlang never provided
him an arbitration agreement to consider.
Herrera additionally argued that the dispute fell outside
of the 2017 Arbitration Agreement. He asserted that Interlang
could not seek to compel claims involving the other defendants
who were nonparties to the agreement. He additionally asserted
that, as to some of the remaining defendants, his claims were not
“employment-based” but rather “rooted in extrinsic theft,” and
other specific agreements, and therefore were not included in
the scope of the 2017 Arbitration Agreement.
4. Interlang’s reply
In its reply brief, Interlang argued the 2021 Employment
Agreement did not preclude arbitration for three reasons.
First, it argued that, to the extent Herrera argued that the 2021
Employment Agreement was a novation, he failed to present
clear and convincing evidence that the parties intended the
2021 Employment Agreement to abrogate or extinguish the
2017 Arbitration Agreement.

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 Second, to the extent Herrera argued that the 2021
Employment Agreement superseded the 2017 Arbitration
Agreement, Interlang argued that his argument failed because
both agreements are consistent on the issue of arbitration.
Interlang noted that both agreements identify arbitration
as the appropriate forum to resolve the parties’ disputes.
According to Interlang, the “intent for the agreements to
live contemporaneously is made further clear by the parties’
attestations at the bottom of the [2021 Employment Agreement]
which provide there are no ‘oral, collateral, or other written
statements . . . inconsistent or contrary’ to the [2021 Employment
Agreement’s] terms.”
Third, Interlang argued the 2021 Employment Agreement
cannot supersede the 2017 Arbitration Agreement because it
was not signed by Interlang’s president. The 2017 Arbitration
Agreement requires any agreement contrary to its terms to
be in writing and signed by its president. Interlang asserted
its president did not sign the 2021 Employment Agreement.
Interlang did not cite evidence in support of that assertion
or directly deny that Scolnik was its president at the time
he signed the 2021 Employment Agreement.
Interlang also countered Herrera’s argument that his
claims fell outside of the scope of the arbitration agreement.
It contended that all of Herrera’s claims were employment
related, arising from Herrera’s alleged employment relationship
with Interlang and the other named defendants. Additionally,
it argued that defendant MDME specifically was a party to the
arbitration agreement as an agent of Interlang—which was
Herrera’s own characterization of MDME.

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5. The order and appeal
The court denied Interlang’s motion after a hearing
on March 21, 2025. The court concluded that Interlang failed
to show the existence of an arbitration agreement covering
Herrera’s claims. It explained, the “intent of the parties,
expressed in the 2021 agreement,” was to “set forth terms
that were effective beginning in 2021.” The 2021 Employment
Agreement contemplated Herrera executing a separate
arbitration agreement, but “there is no evidence of the
subsequent arbitration agreement mentioned in the 2021
agreement.” The court noted Interlang appeared to argue
the two agreements “should be considered together, i[.]e.,
that the 2017 agreement should be incorporated into the 2021
agreement.” The court rejected that interpretation, noting
the 2021 Employment Agreement does not refer, expressly
or impliedly, to the 2017 Arbitration Agreement. The court
instead determined the parties’ intent was to supersede prior
agreements, noting the 2021 Employment Agreement states
“ ‘you are acknowledging and representing that there are no
oral, collateral, or other written statements by any employee
or representative of the Company inconsistent or contrary
to the above.’ ”
Interlang timely appealed.
DISCUSSION
1. Legal Background and Standard of Review
Under both federal and California law, arbitration
agreements are “valid, irrevocable, and enforceable, save upon
such grounds as exist at law or in equity for the revocation
of any contract.” (9 U.S.C. § 2; see Code Civ. Proc., § 1281.)
The California Supreme Court has repeatedly emphasized that

7
arbitration agreements are to be treated like any other contract.
(See Fuentes v. Empire Nissan, Inc. (2026) 19 Cal.5th 93, 110;
Ramirez v. Charter Communications, Inc. (2024) 16 Cal.5th
478, 492.) Therefore, the same doctrines that govern contract
formation and termination apply with equal force to arbitration
agreements. (See Pinnacle Museum Tower Assn. v. Pinnacle
Market Development (US), LLC (2012) 55 Cal.4th 223, 236;
Reigelsperger v. Siller (2007) 40 Cal.4th 574, 580; Fleming
v. Oliphant Financial, LLC (2023) 88 Cal.App.5th 13, 21.)
The party seeking to compel arbitration “bears the burden
of proving the existence of a valid arbitration agreement by the
preponderance of the evidence, and a party opposing the petition
bears the burden of proving by a preponderance of the evidence
any fact necessary to its defense. [Citation.] In these summary
proceedings, the trial court sits as a trier of fact, weighing all
the affidavits, declarations, and other documentary evidence,
as well as oral testimony received at the court’s discretion,
to reach a final determination.” (Engalla v. Permanente
Medical Group, Inc. (1997) 15 Cal.4th 951, 972.)
“ ‘There is no uniform standard of review for evaluating
an order denying a motion to compel arbitration. [Citation.]
If the court’s order is based on a decision of fact, then we adopt
a substantial evidence standard. [Citations.] Alternatively,
if the court’s denial rests solely on a decision of law, then a
de novo standard of review is employed.’ ” (Carlson v. Home
Team Pest Defense, Inc. (2015) 239 Cal.App.4th 619, 630.)
While the parties initially disputed whether the 2021
Employment Agreement was executed by Interlang’s president
—and thus capable of superseding the terms in the 2017
Arbitration Agreement—Interlang has abandoned that argument

8
on appeal. Because the “ ‘evidence is not in conflict, we review
the trial court’s denial of arbitration de novo.’ ” (Vaughn v.
Tesla, Inc. (2023) 87 Cal.App.5th 208, 219.)1
2. Analysis
Interlang presented evidence that the parties entered into
the 2017 Arbitration Agreement. This Agreement includes broad
language compelling the parties to arbitrate “any claim, dispute,
and/or controversy” that Herrera has against Interlang or its
agents, and any of Interlang’s disputes “arising from, related to,
or having any relationship or connection whatsoever” with
Herrera’s employment with Interlang. As described in his
complaint, and as argued by Interlang, Herrera’s claims arise
out of his employment relationship with Interlang. Therefore,
Herrera was compelled to arbitrate them under the plain
language of the 2017 Arbitration Agreement, absent his showing
that the agreement should not apply to his claims. Herrera
failed to meet his burden and did not establish any defense
to Interlang’s motion to compel arbitration.

1 We reject Herrera’s argument that the lack of a reporter’s
transcript of the hearing precludes reversal. “Where no
reporter’s transcript has been provided and no error is apparent
on the face of the existing appellate record, the judgment must
be conclusively presumed correct as to all evidentiary matters.”
(Estate of Fain (1999) 75 Cal.App.4th 973, 992.) While we
presume that the court made every factual finding in Herrera’s
favor, our review of the trial court’s order denying Interlang’s
motion to compel arbitration turns on the interpretation of
the relevant contracts, which we review de novo.

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 a. The 2021 Employment Agreement did not supersede
the 2017 Arbitration Agreement
Herrera opposed Interlang’s motion on the ground that
the 2017 Arbitration Agreement “does not exist” because it was
“entirely superseded by” the 2021 Employment Agreement.
In support, Herrera pointed to the 2021 Employment
Agreement’s integration clause, which states: “By entering into
this agreement, you are acknowledging and representing that
there are no oral, collateral, or other written statements by
any employee or representative of the Company inconsistent or
contrary to the above.” Herrera also noted the 2021 Employment
Agreement contemplated the parties entering into a separate
arbitration agreement, but they never did so. The crux of
Herrera’s argument was that there is no existing agreement
that would compel him to arbitrate his claims because the 2021
Employment Agreement was intended to reflect the parties’
entire agreement with respect to his employment from July 1,
2021 onward; this agreement does not contain an arbitration
clause and there is no evidence he entered into a separate
arbitration agreement as contemplated by the 2021 Employment
Agreement. Interlang argued to the contrary that the 2017
Arbitration Agreement survives as a reflection of the parties’
agreements with respect to the resolution of disputes related
to Herrera’s employment.
“When the parties to a written contract have agreed to it
as an ‘integration’—a complete and final embodiment of the
terms of an agreement—parol evidence cannot be used to add
to or vary its terms. . . . [¶] The crucial issue in determining
whether there has been an integration is whether the parties
intended their writing to serve as the exclusive embodiment of

10
their agreement. The instrument itself may help to resolve that
issue.” (Masterson v. Sine (1968) 68 Cal.2d 222, 225; see also
Code Civ. Proc., § 1856.) “When only part of the agreement is
integrated, the same rule applies to that part, but parol evidence
may be used to prove elements of the agreement not reduced
to writing. [Citations.]” (Masterson, at p. 225.) An integration
clause’s superseding effect is thus confined to the subject matter
specified in the later agreement. Herrera relies heavily on
the integration language in the 2021 Employment Agreement
to assert that the parties intended it to reflect their entire
agreement, thus superseding the 2017 Arbitration Agreement.
We cannot agree.
The 2021 Employment Agreement sets forth the “terms
of [Herrera’s] employment with the Company effective July 1,
2021.” However, it does not purport to set forth all the terms of
his employment. Indeed, it expressly contemplates the execution
of other agreements related to Herrera’s employment, including
arbitration and trade secrets agreements. Further, the 2021
Employment Agreement’s integration clause is limited to prior
agreements that are “inconsistent or contrary to” its terms.2 The
2021 Employment Agreement does not include any substantive
provisions related to dispute resolution, let alone provisions
that are inconsistent with those found in the 2017 Arbitration
Agreement.

2 Herrera argues the integration clause applies to the entire
agreement, while Interlang argues it is limited to the at-will
provisions. We need not resolve that dispute because, even
assuming it applies to the entire agreement, it does not supersede
the 2017 Arbitration Agreement.

11
 While the parties may have contemplated executing
additional agreements that also related to dispute resolution,
they did not do so. As no additional arbitration agreement was
executed, we cannot speculate as to what its terms may have
been. What is certain is that the record is completely devoid of
any agreement related to the resolution of the parties’ disputes
aside from the 2017 Arbitration Agreement. Nothing in that
agreement is “inconsistent or contrary” to the terms of the 2021
Employment Agreement or any agreement referenced therein.
The integration clause was limited to supplanting that which was
“inconsistent or contrary” to the terms in the 2021 Employment
Agreement, and thus, the 2017 Arbitration Agreement was not
superseded.
Other courts have similarly found that a later agreement
failed to supersede an earlier agreement even when the later
agreement was a more explicit final expression of the parties’
agreement than in the instant case. For instance, in Jenks v.
DLA Piper Rudnick Gray Cary US LLP (2015) 243 Cal.App.4th 1,
the parties’ termination agreement stated: “ ‘This agreement
constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior
negotiations and agreements, whether written or oral.’ ” (Id.
at p. 15, italics omitted.) It also contained no terms related to
dispute resolution. (Id. at pp. 15–16.) The court held that the
limiting language of the integration clause, “with respect to the
subject matter hereof,” meant that the termination agreement
was intended to be a complete agreement only as to the plaintiff’s
termination and did not supersede the language in plaintiff’s
employment contract, which required arbitration of all disputes

12
related to the employment relationship. (Id. at pp. 5, fn. 1, 15–
17.)
Our interpretation of the parties’ agreements is also
consistent with Cione v. Foresters Equity Services, Inc. (1997)
58 Cal.App.4th 625 (Cione). In Cione, the parties’ employment
contract stated: “ ‘This Agreement contains the entire
understanding of the parties hereto with respect to the subject
matter contained herein. There are no restrictions, promises,
representations, warranties, covenants or undertakings, other
than those expressly set forth or referred to in this Agreement.’ ”
(Id. at p. 631.) The plaintiff had executed a prior agreement
to arbitrate “ ‘any dispute, claim or controversy that may arise
between [plaintiff] and [his] firm.’ ” (Id. at pp. 630–631.) Again,
because the parties’ employment agreement did not specify any
dispute resolution procedure, nor did it state that it was the
parties’ entire agreement as to all matters, the court held that
the prior arbitration agreement was not superseded by the
employment agreement. (Id. at p. 638.)
As particularly relevant here, the Cione court reasoned that
“[a]bsent any showing that his written employment agreement
. . . was either expressly or implicitly inconsistent with his
arbitration obligation . . . [plaintiff] may not rely on the written
employment agreement’s silence about dispute resolution to
establish that such agreement superseded his . . . obligation
to arbitrate.” (Cione, supra, 58 Cal.App.4th at p. 638.) Although
the 2021 Employment Agreement is not totally silent on the
issue of dispute resolution, it does not contain any substantive
provisions addressing the issue, and it was in no way “either
expressly or implicitly inconsistent” with the parties’ existing
arbitration obligations. Other courts evaluating contracts

13
with broader integration language than the instant agreement
have also applied Cione to similarly find a lack of supersession.
(See, e.g., Oxford Preparatory Academy v. Edlighten Learning
Solutions (2019) 34 Cal.App.5th 605, 608–610 [arbitration
agreement not superseded where termination agreement
“ ‘supersedes all prior oral or written negotiations,
understandings and agreements with respect to the subject
matter hereof’ ”]; Ramirez-Baker v. Beazer Homes, Inc. (E.D.Cal.
2008) 636 F.Supp.2d 1008, 1016–1017 [arbitration agreement
not superseded by language that employment contract was
“ ‘entire agreement . . . with respect to the subject matter
covered, and supersedes, cancels, and nullifies any and all
prior agreements and understandings’ ”].)
As discussed, the 2021 Employment Agreement’s
integration clause is even narrower than the clauses at issue
in Cione and Jenks, only excluding that which is inconsistent
or contradicted. As a result, we cannot find that the 2021
Employment Agreement was intended to serve as the parties’
entire expression of their agreement, nor that any terms within
the 2021 Employment Agreement superseded the parties’
2017 Arbitration Agreement.
None of the cases cited by Herrera in support of his
supersession argument are persuasive. Herrera cites Jarboe
v. Hanlees Auto Group (2020) 53 Cal.App.5th 539, in which the
court held that an arbitration provision in the employee’s
application agreement was superseded by a subsequent
employment agreement. However, the agreement held to
supersede the arbitration provision stated, “ ‘This agreement is
the entire agreement between the Company and the employee
regarding the rights of the Company or employee to terminate

14
employment . . . and this agreement takes the place of all
prior and contemporaneous agreements, representations,
and understandings of the employee and the Company.’ ” (Id.
at p. 545.) The contractual language in Jarboe specifically
identified the employment contract as the “entire agreement”
between the parties regarding termination of employment,
and that it expressly took the place of “all prior” agreements or
understandings. (Id. at pp. 551–552.) Such explicit language is
absent from the 2021 Employment Agreement, which purported
only to “set forth the terms of [Herrera’s] employment” and
supplanted other agreements only to the extent its terms were
“inconsistent or contrary.” The integration clauses are not
comparable, and Jarboe is therefore not instructive.
Grey v. American Management Services (2012) 204
Cal.App.4th 803, is similarly inapposite. In that case, the
employee entered into a broad arbitration agreement as
a condition of applying for a position, and, after hiring, the
employee signed a contract with a narrower arbitration provision,
which the court held superseded the former. (Id. at pp. 805–806,
809.) Like in Jarboe, the language of the latter arbitration
provision stated that the agreement was “ ‘the entire agreement
between the parties in connection with the Employee’s
employment . . . and supersedes all prior and contemporaneous
discussions and understandings.’ ” (Grey, at p. 805.) Again,
the integration language in Herrera’s agreement is not
comparable to that in Grey, and provides no support for his
claim of supersession.
Finally, Herrera’s reliance on Mitri v. Arnel Management
Co. (2007) 157 Cal.App.4th 1164, is also misplaced. In Mitri,
an employee handbook stated all disputes would be resolved

15
by arbitration and employees would be required to sign an
arbitration agreement as a condition of their employment. (Id.
at p. 1170.) There was no evidence that the employee signed
a separate arbitration agreement, and the employer attempted
to compel arbitration based on the employee’s signed acceptance
of the employee handbook. (Id. at pp. 1170–1171.) The court
rejected the employer’s argument that the handbook itself
constituted the arbitration agreement, noting the clear intent
was to have employees sign a separate agreement. (Ibid.) In
Herrera’s case, unlike in Mitri, a separate, signed arbitration
agreement exists. The question at issue here is whether the
2021 Employment Agreement superseded it. Mitri does not
address that issue, and is therefore of no help to Herrera.
b. The 2021 Employment Agreement was not a novation
of the 2017 Arbitration Agreement
Herrera also makes a passing argument that there was
a novation; we reject this argument as well. A “[n]ovation is the
substitution of a new obligation for an existing one.” (Civ. Code,
§ 1530.) It is made “between the same parties, with intent to
extinguish the old obligation.” (Id., § 1531.) “It must ‘ “clearly
appear” that the parties intended to extinguish rather than
merely modify the original agreement.’ [Citation].” (Wells Fargo
Bank v. Bank of America (1995) 32 Cal.App.4th 424, 432.) While
the 2021 Employment Agreement does reflect the parties’ intent
to execute a future document, referred to as “the Company’s
Arbitration Agreement,” there is no evidence that the new
agreement would “substitute” or “extinguish” the obligations
in the existing agreement. As already discussed, the potential
terms of the future arbitration agreement are unknown, and this
court cannot determine whether they would extinguish, modify,

16
or complement the 2017 Arbitration Agreement. Furthermore,
the 2021 Employment Agreement does not mention the 2017
Arbitration Agreement nor express an intention to substitute
or extinguish its obligations. Accordingly, there is no evidence
of a novation. (See Cione, supra, 58 Cal.App.4th at p. 640, fn. 14
[noting there is “no novation of a prior agreement where a
subsequent agreement made no mention of canceling the
prior agreement’s obligations”].)
c. Herrera did not establish that his claims are outside
of the scope of the 2017 Arbitration Agreement
Herrera additionally argued before the trial court that
his claims fall outside of the scope of the 2017 Arbitration
Agreement, and he reasserts this argument on appeal. After
concluding that there was no valid arbitration agreement,
the trial court did not additionally decide this question. “Once
the existence of a valid arbitration clause has been established,
‘[t]he burden is on “the party opposing arbitration to demonstrate
that an arbitration clause cannot be interpreted to require
arbitration of the dispute.” ’ ” (Titolo v. Cano (2007) 157
Cal.App.4th 310, 316, quoting Buckhorn v. St. Jude Heritage
Medical Group (2004) 121 Cal.App.4th 1401, 1406.)
“In determining whether an arbitration agreement applies
to a specific dispute, the court may examine only the agreement
itself and the complaint filed by the party refusing arbitration.”
(Weeks v. Crow (1980) 113 Cal.App.3d 350, 353.) The parties’
2017 Arbitration Agreement encompasses “any claim, dispute,
and/or controversy that the Employee may have against
COMPANY (or its owners, directors, officers, managers,
employees, agents, and parties affiliated with its employee
benefit and health plans) or that COMPANY may have against

17
the Employee, arising from, related to, or having any relationship
or connection whatsoever with seeking employment with,
employment by, or other association with COMPANY . . . .”
“Clauses providing for arbitration of disputes ‘ “arising from” ’
or ‘ “arising out of” ’ an agreement have generally been
interpreted to apply only to disputes regarding the interpretation
and performance of the agreement. [Citations.] On the other
hand, arbitration clauses . . . that use the phrase ‘arising under
or related to’ . . . have been construed more broadly. [Citations.]
For a party’s claims to come within the scope of such a clause, the
factual allegations of the complaint ‘need only “touch matters”
covered by the contract containing the arbitration clause.’ ”
(Ramos v. Superior Court (2018) 28 Cal.App.5th 1042, 1052.)
Herrera’s argument that any of his claims are outside
of the 2017 Arbitration Agreement is unpersuasive. Herrera’s
complaint identifies as defendants Interlang and eleven others.
Herrera’s 16 causes of action, which include claims for breach
of contract, failure to pay wages, wrongful termination, various
labor code violations, and fraud, deceit, and concealment, are
alleged against the defendants, including Interlang, without
differentiation. Herrera, for the most part, does not identify
specifically which of his allegations apply to each defendant.
Nonetheless, he alleges generally that he was “employed by
Defendants for compensation for the performance of services
rendered in the sale of Defendants’ services,” and that
“Defendants terminated the Plaintiff’s employment by
the Defendants.” It is further undisputed that Herrera’s
2021 Employment Agreement was signed by Herrera and a
representative of Interlang. On their face, Herrera’s claims

18
against Interlang thus appear to expressly arise from Herrera’s
employment by Interlang.
Herrera argues that Interlang has “sought blanket
arbitration of all claims without a claim-by-claim analysis
connecting particular causes of action to any arbitration clause,”
and therefore failed to establish their arbitrability. This
argument subverts the burden at this stage of the analysis of
Interlang’s motion to compel. Having found a valid arbitration
agreement, it is incumbent upon Herrera to establish that
any claim is outside of its scope. He has failed to do so.
Herrera’s argument on appeal is completely conclusory,
and only asserts that Interlang’s failure to justify the
applicability of the 2017 Arbitration Agreement to each claim
is sufficient to affirm the trial court’s order. His opposition to
the motion to compel before the trial court contains a similar
argument. There too, he argued that Interlang “failed [its]
burden to demonstrate that the [2017 Arbitration Agreement]
covers the controversies represented by this case. Neither
should it be the job of the Court or the Plaintiff to parse
through Interlang’s motion . . . to determine which claims of
the Complaint might be subjected to arbitration and which may
not be so subjected.” To the contrary, this is the plaintiff’s job;
failing to do so, Herrera was correct that the court will not
undertake this duty. Herrera’s pleadings do not articulate how
any of his claims, including those that allude to fraud or the theft
of MDME securities, are not related to his employment and
compensation therefor. They are consequently insufficient
to meet Herrera’s burden by a preponderance of the evidence
as is required, and do not provide a basis to affirm the trial
court’s order denying arbitration.

19
 DISPOSITION
We reverse the order denying Interlang’s motion to compel
arbitration. On remand, the trial court shall enter a new order
granting the motion. Interlang shall recover its costs on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

OCHOA, J.

We concur:

ADAMS, P. J.

HANASONO, J.


Judge of the Los Angeles Superior Court, assigned by the
Chief Justice pursuant to article VI, section 6 of the California
Constitution.

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