Ramos v. Westlake Services CA1/2
195 Cal. Rptr. 3d 34
Cal. Ct. App.2015Background
- Alfredo Ramos bought a used car from Pena’s Motors in Brentwood in July 2011; negotiations were conducted primarily in Spanish and he was provided a Spanish-language document purported to be a translation of the English sale contract.
- Ramos signed an English Conditional Sale Contract and Security Agreement that contained an arbitration agreement; Ramos later sued Westlake Services LLC (assignee of the contract) alleging the GAP contract and related documents were not translated into Spanish.
- Ramos produced a Spanish translation (the "Ramos Translation") that matched the sale terms and bore his signature but did not include an arbitration clause; Westlake produced a different Spanish translation (the "Westlake Translation") that did include a Spanish arbitration clause but bore no signatures.
- The trial court admitted the Ramos Translation, found it to be the version Ramos received, and concluded Westlake failed to prove an enforceable arbitration agreement as to Ramos; the court also alternatively found the arbitration clause unconscionable under the circumstances.
- Westlake appealed the denial of its motion to compel arbitration; the Court of Appeal affirmed, holding there was no mutual assent to arbitrate because the arbitration clause was hidden in the English contract and omitted from the Spanish translation Ramos reasonably relied upon.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Ramos Translation was properly admitted | Ramos: the Translation he submitted is the Spanish document he received and is authentic | Westlake: Translation lacked proper foundation/authentication and should be excluded | Court: Admission not an abuse of discretion; Westlake waived many objections and circumstantial evidence supported authenticity |
| Whether a valid agreement to arbitrate exists | Ramos: No mutual assent — arbitration clause was omitted from the Spanish translation he relied on (fraud in execution) | Westlake: Ramos signed the English contract with arbitration; remedies under Cal. Civ. Code §1632 are rescission of English contract, not avoidance of arbitration alone | Court: No enforceable arbitration agreement — mutual assent lacking because Ramos reasonably relied on the (missing-clause) Spanish translation |
| Applicability and effect of Cal. Civ. Code §1632 | Ramos: Dealer’s failure to provide accurate translation supports invalidity of arbitration clause and rescission/remedies | Westlake: Even if §1632 implicated, English contract governs and arbitration clause stands unless entire contract rescinded | Court: Did not need to resolve §1632 remedy question; §1632 supports reasonableness of Ramos’s reliance but decision rests on fraud-in-execution / lack of mutual assent |
| Whether arbitration clause was unconscionable | Ramos: translation mismatch and procurement circumstances make clause procedurally/substantively unconscionable | Westlake: Clause is enforceable; procedural unconscionability minimal and no oppressive substantive terms | Court: Did not need to decide unconscionability; denied motion based on lack of mutual assent but trial court’s unconscionability finding was an alternative ground |
Key Cases Cited
- Rosenthal v. Great Western Fin. Sec. Corp., 14 Cal.4th 394 (1996) (fraud-in-execution doctrine can void arbitration agreements when plaintiffs reasonably rely on misrepresentations and have limited English ability)
- Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395 (1967) (distinguishes fraud in the inducement of entire contract from fraud in the making of arbitration clause; courts may decide fraud-in-the-execution challenges to arbitrability)
- Randas v. YMCA of Metropolitan Los Angeles, 17 Cal.App.4th 158 (1993) (one who signs an instrument is ordinarily bound and should have it read or explained if unable to understand)
- Avery v. Integrated Healthcare Holdings, Inc., 218 Cal.App.4th 50 (2013) (arbitrability is determined under general contract principles; court reviews factual findings for substantial evidence)