Gonzalez v. CVS Health Corporation

Background

CVS moved to compel Gabriela Gonzalez to resolve her claims through arbitration. The opinion does not describe the underlying claims in detail and states that it assumes familiarity with the facts, legal standards, and parties’ arguments.

CVS submitted evidence that Gonzalez created a unique login and password for its online platform, used the platform to submit her application and complete onboarding forms, and signed an Arbitration Agreement with a personalized digital signature on November 30, 2022. Gonzalez declared that she did not specifically remember creating login credentials, accessing the platform, creating an electronic signature, reviewing the arbitration agreement, or signing it. But she also acknowledged receiving onboarding documents through the portal, being prompted to complete the process, and completing it. The court noted that the signature on her declaration matched the signatures on the Arbitration Agreement and two other employment agreements that she did not dispute signing.

Court’s analysis

The court held that CVS proved, by more than a 50-percent likelihood, that Gonzalez signed the Arbitration Agreement.

The court then considered whether the agreement was unconscionable, meaning unfairly imposed or unfair in its terms. It found some procedural unconscionability because the agreement was presented as a take-it-or-leave-it contract with other employment documents, and CVS did not explain its key terms. But that concern was reduced by an opt-out provision and the fact that Gonzalez had at least twelve days to review the documents before signing. The court found that the Arbitration Agreement itself met minimum fairness requirements because it provided for neutral arbitrators, adequate information exchange, a written decision, the same types of relief available in court, and no unreasonable arbitration costs or fees for the employee.

The court also considered the Arbitration Agreement together with the Restrictive Covenant and the Confidentiality and Assignment Agreement, which Gonzalez signed on the same day and which concerned the employment relationship. In those agreements, the court identified several substantively unconscionable provisions: a provision requiring claims under the Restrictive Covenant to be resolved in court rather than arbitration; provisions allowing CVS, but not Gonzalez, to obtain an injunction without proving serious irreparable harm; a provision allowing CVS to obtain an injunction without posting a bond; and a provision giving CVS a right to attorneys’ fees, costs, and expenses without giving Gonzalez a corresponding right if she prevailed.

The court said these provisions could be severed, or removed from the contracts, because they did not relate to Gonzalez’s claims and all three agreements contained severability provisions. The court cautioned that CVS could face difficulty enforcing the contracts in the future if it continued using the unfair provisions.

The court overruled the parties’ evidentiary objections to the declarations submitted in connection with the motion.

Disposition

The court granted CVS’s motion to compel arbitration and stayed the case pending arbitration. The parties must file a joint status report every 120 days until arbitration ends. The court also stated that the parties may stipulate to dismiss the action without prejudice if CVS waives any statute-of-limitations defense based on the period during which the dispute is before the arbitrator.

Judge

The order was issued by Vince Chhabria, United States District Judge.