Grey v. American Management Services
204 Cal. App. 4th 803
| Cal. Ct. App. | 2012Background
- AMS required applicants sign an issue resolution agreement (IRA) with arbitration; Grey signed it.
- Grey later accepted employment and signed an employment contract containing an arbitration clause and an integration clause.
- The contract states it is the entire agreement and supersedes prior discussions; the IRA and its rules were posted on AMS intranet.
- Grey filed a 2009 state court suit alleging discrimination, wages, emotional distress, defamation, and wrongful termination.
- AMS moved to compel arbitration; trial court ordered arbitration; Grey sought mandamus; petition denied.
- Arbitration awarded in AMS's favor; Grey moved to vacate; trial court confirmed; this appeal followed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the contract supersede the IRA? | Grey | Grey | Contract supersedes IRA |
| Is the arbitration clause broad enough to cover statutory claims or only contract breaches? | Grey | AMS | Clause limited to contract breaches; statutory claims not compelled |
| Is the IRA admissible parol evidence given the integration clause? | Grey | AMS | Parol evidence excluded; integration clause controls |
Key Cases Cited
- Cedars-Sinai Medical Center v. Shewry, 137 Cal.App.4th 964 (Cal. App. 2006) (integration clause controls interpretation of final agreement)
- Founding Members of the Newport Beach Country Club v. Newport Beach Country Club, Inc., 109 Cal.App.4th 944 (Cal. App. 2003) (integration clause as decisive on whether writing is complete)
- Masterson v. Sine, 68 Cal.2d 222 (Cal. 1968) (test for whether a writing is final and exclusive)
- Bank of the West v. Superior Court, 2 Cal.4th 1254 (Cal. 1992) (contract interpretation principles; integration considerations)
- Magness Petroleum Co. v. Warren Resources of Cal., Inc., 103 Cal.App.4th 901 (Cal. App. 2002) (requirement of written agreement for arbitration; parol evidence limits)