Arbitration Agreement Covering “All” Claims Is Enforceable

Seyfarth Synopsis: In Cook v. University of Southern California, 102 Cal. App. 5th 312 (2024), a California Court of Appeal ruled that an arbitration agreement was unenforceable due, in part, to the fact that it covered all claims that might arise between the employee and the employer—even those claims unconnected to the employment context. Another California Court of Appeal has now rejected an employee’s arguments to avoid arbitration on similar bases. The Court of Appeal distinguished the unique circumstances present in Cook, and concluded that an arbitration agreement covering all claims that might arise between an employee and an employer is not necessarily unconscionable due to overbreadth. Ayala-Ventura v. The Superior Court of Fresno County.

The Facts

Jazmin Ayala-Ventura was employed by CCS Facility Services (CCS) as a janitor. When hired, Ayala-Ventura electronically signed a five‑page arbitration agreement that (1) required arbitration of “all claims, whether or not arising out of employment,” (2) waived class and representative actions, (3) assigned arbitration costs to CCS, and (4) stated that the agreement survived termination. Ayala-Ventura filed a class action against CCS, and CCS then sought to compel her claims to arbitration.

The Trial Court’s Decision

The trial court found minimal procedural unconscionability because the agreement was clearly labeled, required the employee to scroll through prior to signing, was available in two languages, and encouraged consultation with counsel. The trial court rejected Ayala-Ventura’s reliance on Cook, concluding that CCS’s limited janitorial operations did not create the expansive potential for claims unrelated to employment that were present in Cook (i.e., claims that might be made against the employer in its capacity as a health care provider). The trial court also found that CCS’s arbitration agreement was not unenforceable under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act because the agreement predated the statute, and the complaint alleged no claims falling within the scope of the Act. Consequently, the trial court ordered the employee’s individual claims to arbitration and dismissed the class claims.

The Court of Appeal’s Decision

The Court of Appeal agreed with the trial court that the agreement bore some adhesive characteristics, but emphasized the agreement was a standalone document, readable, required review prior to signature, was offered in English and Spanish, and expressly encouraged consultation with counsel. With no evidence of pressure or surprise offered by Ayala-Ventura, the Court of Appeal found only minimal procedural unconscionability.

The Court of Appeal rejected each of Ayala-Ventura’s substantive unconscionability arguments. First, although the agreement covered claims “whether or not” arising out of employment, the Court of Appeal interpreted the provision in context and concluded it reasonably applied only to employment‑related claims. Unlike in Cook, CCS’s business did not present a vast universe of possible non‑employment claims. As a result, the hypothetical scenarios presented by Ayala-Ventura regarding the way in which the agreement might apply outside of the employment context were too speculative to render the clause unfair.

Second, the survivorship clause did not create an “infinite agreement.” While similar to the clause invalidated in Cook, its effect here was far narrower because CCS’s operations lacked the wide‑ranging exposure of a university health system or college campus.

Third, the Court found the agreement sufficiently mutual, and compliant with California’s other requirements for arbitration agreements. Both employer and employee claims were subject to arbitration, CCS bore arbitration costs, neutral arbitrators were selected through a standard statutory process, and full statutory remedies were preserved. The agreement did not require the employee to arbitrate claims against individuals with no reciprocal obligation, as in Cook.

With no substantive unconscionability, and only a minimal degree of procedural unconscionability, the Court of Appeal concluded that the arbitration agreement was enforceable.

What Ayala‑Ventura Means for Employers

Ayala‑Ventura confirms that Cook does not automatically doom broad arbitration agreements. Courts will interpret agreements in context and will not deem them unconscionably “infinite” where the employer’s operations do not create sweeping exposure to future, unrelated, claims. The case underscores the importance of clear, readable, standalone arbitration agreements that apply mutual obligations, maintain balanced procedures, and provide employees meaningful opportunity to review the terms. So long as an agreement does not create the boundless reach that troubled the Court in Cook, employers should be able to enforce arbitration agreements covering “all claims” asserted by an employee.