Trinity v. Life Ins. Co. of North America CA2/7, 78 Cal.App.5th 1111

Trinity worked for Life Insurance Company of North America (LINA) from 2008 until her termination in January 2020 and sued in March 2020 for discrimination, harassment, and wrongful termination.
LINA moved to compel arbitration based on a Cigna Corporation employee handbook distributed in late 2013 that contained an arbitration provision and an online “Acknowledgement and Agreement” requiring employees to click a box and a ‘Done’ button.
LINA submitted a system-generated acknowledgement showing an entry for Trinity dated January 6, 2014 and a declaration from Michael Reagan describing the electronic roll-out and confirmation process.
Trinity declared she never saw or agreed to the arbitration policy (electronically or otherwise), testified at an evidentiary hearing, and sought to impeach the authenticity of the auto-generated acknowledgement.
At the hearing Reagan conceded no confirmation email was produced and he lacked knowledge about the program that generated/stored acknowledgement records; the trial court found LINA failed to prove Trinity had assented and also concluded the arbitration clause would be unconscionable if enforced.
The Court of Appeal affirmed, holding the trial court did not err in finding the moving party failed to meet its burden to prove a valid arbitration agreement existed.

Issue	Trinity's Argument	LINA's Argument	Held
Who decides arbitrability when the contract contains a delegation clause?	Trinity: She denies ever agreeing, so the court must decide whether any agreement exists.	LINA: The handbook and AAA rules delegate arbitrability questions to the arbitrator.	Court: Where a party claims it never agreed at all, the court must decide existence; trial court properly determined the threshold question.
Did Trinity assent to the arbitration agreement via the 1/6/2014 electronic acknowledgement?	Trinity: She never saw or clicked the acknowledgement and disputed authenticity.	LINA: Auto-generated acknowledgement with Trinity’s name/ID proves assent.	Court: Evidence insufficient. Reagan could not produce confirmation email or explain record generation/storage, so LINA failed to meet its burden.
Is the arbitration provision enforceable on unconscionability grounds?	Trinity: The clause is procedurally and substantively unconscionable.	LINA: The clause is enforceable.	Court: Even if an agreement existed, the provision would be unconscionable; but the ruling rested on failure to prove assent.
Was the denial of the motion to compel supported by the evidence and testimony?	Trinity: Live testimony and declaration rebut LINA’s records and warranted denial.	LINA: Its documentary/system evidence was uncontradicted and should have compelled arbitration.	Court: Affirmed—evidence was contradicted or insufficiently authenticated; credibility findings for Trinity stand.

American Express Co. v. Italian Colors Restaurant, 570 U.S. 228 (2013) (arbitration is a matter of contract).
Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC, 55 Cal.4th 223 (2012) (party cannot be required to arbitrate disputes it did not agree to submit).
Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524 (2019) (parties may delegate gateway arbitrability questions to an arbitrator if agreement is clear and unmistakable).
Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63 (2010) (delegation clauses can require arbitrator to decide arbitrability).
Rosenthal v. Great Western Fin. Securities Corp., 14 Cal.4th 394 (1996) (moving party bears burden to prove arbitration agreement exists).
Sandquist v. Lebo Automotive, Inc., 1 Cal.5th 233 (2016) (court must determine whether parties agreed to arbitrate at all before compelling arbitration).
Bruni v. Didion, 160 Cal.App.4th 1272 (2008) (when a party claims it never agreed to arbitrate, the court must resolve that threshold issue).
AT&T Technologies, Inc. v. Communications Workers of America, 475 U.S. 643 (1986) (absent clear delegation, courts decide arbitrability).