Solorio v. SBS Franchising LLC CA4/1

Filed 10/20/26 Solorio v. SBS Franchising LLC CA4/1 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or or dered published for purposes of rule 8.1115. COURT OF APPEAL, FOURTH APPELLATE DISTRICT DIVISION ONE STATE OF CALIFORNIA ALMA ROSSIO ZAMARRIPA SOLORIO D086613 et al. (Super. Ct. No. 37-2024- Plaintiffs and Respondents, 00029829-CU-OE-CTL) v. SBS FRANCHISING LLC et al. Defendants and Appellants. APPEAL from an order of the Superior Court of San Diego County, Loren G. Freestone, Judge. Affirmed. O’Hagan Meyer, Michael S. Metta, Derek S. Sachs; Lathrop GPM, Frank J. Sciremammano, and Cassie Doutt for Defendants and Appellants. Olivier & Schreiber, Monique Olivier, Christian Schreiber, George A. Warner, Estefania Palacios, Rachel Bien; Legal Aid at Work, Alexxander Campbell, Samuel L. Aber; Verum Law Group, Sam Kim, and Yoonis Han for Plaintiffs and Respondents.  Alma Rossio Zamarripa Solorio and her daughter Melissa Viviana Covarrubias entered into a franchise agreement with SBS Franchising, LLC in March 2020 to provide cleaning services. In 2024, Solorio and Covarrubias brought suit against SBS Franchising, LLC and its wholly owned subsidiary SBS Services Group, LLC (collectively, SBS) asserting a claim under the Private Attorneys General Act (PAGA) (Lab. Code, § 2698 et seq.) for various Labor Code violations. After answering the complaint, SBS filed a motion to compel Solorio and Covarrubias to arbitration under the arbitration provision contained in the franchise agreement. Solorio and Covarrubias opposed the motion, asserting the arbitration agreement was unconscionable. The trial court denied the motion to compel, agreeing with the plaintiffs that the arbitration provision was both procedurally and substantively unconscionable. The court also found the provision’s substantively unconscionable terms could not be severed and, therefore, the provision was not enforceable. SBS appeals the order denying its motion to compel, asserting the trial court’s unconscionability determination was erroneous and the court abused its discretion by denying SBS’s request to sever the arbitration provision’s unconscionable terms. As we shall explain, we reject SBS’s arguments and affirm the trial court’s order denying the motion to compel arbitration. FACTUAL AND PROCEDURAL BACKGROUND In 2017, Solorio and her daughter filed a fictitious business name statement for Melross Maintenance Services (Melross) with the County of San Diego. On March 24, 2020, as the COVID-19 pandemic was emerging, Solorio and Covarrubias visited SBS’s office and met with its representative, Jiovanna Espinosa, to discuss working for the company. The plaintiffs were already feeling the effects of the pandemic and struggling to find work. 2 Solorio and Covarrubias are native Spanish speakers with limited English comprehension.1 During the meeting, which was conducted in Spanish, Espinosa gave Solorio and Covarrubias a copy of SBS’s standardized Unit Franchise Agreement (UFA). The UFA explains that its franchisees perform work under SBS’s business name and trademarks, and according to its cleaning system. Under the UFA, customers pay for cleaning services by sending checks directly to SBS and not the franchisees. SBS then remits a portion of the payments to the cleaners after making various deductions. The UFA was written in English and the plaintiffs could not understand the document’s terms. When they asked Espinosa for a copy of the document in Spanish, she responded by telling the women something like, “Don’t worry about it, it doesn’t say anything important.” Solorio and Covarrubias took the document home with them. In their declarations in support of their opposition to the motion to compel arbitration, they stated they could not understand most of the terms in the UFA. They also declared that they could not afford to hire an attorney to review the document and did not know anyone that could help them understand its terms. The following week, Solorio and Covarrubias again met with Espinosa, as well as SBS representatives Martin Olivera and Rodolfo Baena. They again asked for a Spanish version of the UFA and were told that none was available. The SBS representatives urged the women to sign the UFA, telling them SBS risked losing customers and needed more cleaners urgently. Desperate for work and not wanting to jeopardize their relationship with 1 SBS solicits in Spanish in its advertisements. 3 SBS, Solorio and Covarrubias signed the UFA as “shareholders, owners or partners” of Melross. The UFA states that the agreement is between SBS Services Group, LLC and “the following independent business”: “Melross Maintenance Services.”2 None of the SBS representatives told Solorio and Covarrubias that the UFA contained an arbitration agreement and neither woman was aware of the provision when they signed the document. The provision is located on page 26 of the 32-page contract, which also has 16 additional pages of attachments. The arbitration provision is printed in the same typeface as the rest of the agreement, although other provisions (including the contract’s damage waiver, limitations of claims, and jury trial waiver) are highlighted in bold and capitalized. Together with their opposition to the motion to compel, the plaintiffs submitted evidence from a service that assesses the complexity of language, which showed the dispute resolution portion of the UFA that includes the arbitration provision is written at a level that “is accessible for students in their senior year of college” and is “accessible for college graduates.” In addition, although the arbitration provision requires binding commercial arbitration with the American Arbitration Association (AAA) subject to the AAA’s commercial rules, SBS did not provide the plaintiffs with a copy of the rules. On April 2, 2024, Solorio and Covarrubias served a pre-litigation notice of PAGA claims on SBS and the California Labor and Workforce Development Agency. The gravamen of the plaintiffs’ claims is that SBS willfully misclassifies its cleaners as independent contractor “unit 2 The UFA also states that the “franchisee” entering the contract “must be a business entity (not an individual).” 4 franchisees,” when as a matter of law they are employees. The complaint asserts that because the cleaners are misclassified, SBS fails to pay minimum and overtime wages, provide required breaks, or comply with numerous other provisions of the Labor Code. On June 25, 2024, Solorio and Covarrubias filed a complaint in the San Diego County Superior Court alleging the same violations on behalf of themselves and other aggrieved SBS employees. SBS answered on August 6, 2024, denying the allegations. On October 22, 2024, SBS filed a motion to compel arbitration of the plaintiffs’ individual PAGA claims and requested to stay their representative claims. SBS asserted the arbitration provision contained in the UFA covered the plaintiffs’ individual PAGA claims; thus, the trial court was required to compel arbitration under the Federal Arbitration Act. SBS also asserted that Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83 (Armendariz) “does not apply here” because Melross was a franchisee of SBS and Solorio and Covarrubias “were not Defendants’ employees in any capacity.” SBS also argued that, even if Armendariz did apply, the UFA is not procedurally or substantively unconscionable. Finally, SBS asserted that to the extent any terms of the arbitration provision were deemed unconscionable, those terms should be severed under the UFA’s severance provision, and the rest of the arbitration provision enforced. In their opposition to the motion to compel, Solorio and Covarrubias argued they were not bound by the arbitration agreement, because they had signed the UFA in their capacity as general partners of Melross, not as individuals. Alternatively, the plaintiffs argued that if they were bound by the UFA, the arbitration was procedurally and substantively unconscionable. Further, they asserted that the arbitration provision was so permeated by unconscionability that severance was not possible without rewriting the 5 contract, and that it would be a miscarriage of justice to enforce the provision because its clear purpose was to relegate the plaintiffs to a disadvantageous forum. In its reply, SBS repeated its prior arguments and also asserted the UFA delegated the question of the arbitration provision’s enforcement to the arbitrator, which deprived the trial court of jurisdiction over the dispute. After a hearing on the motion, the trial court issued its ruling denying SBS’s motion. The court found SBS had demonstrated the existence of an arbitration agreement that applied to plaintiffs, but that the agreement was unconscionable and could not be enforced. With respect to the gateway question of whether the determination of the provision’s unconscionability was delegated to the arbitrator, the trial ruled the arbitration agreement contained no “clear and unmistakable” delegation clause and, further, that the delegation clause was unconscionable. The trial court found the evidence supported “a finding of a relatively high level of procedural unconscionability,” and the terms of the arbitration agreement showed a “high level of substantive unconscionability,” under the Armendariz factors and the Supreme Court’s decision in Ramirez v. Charter Communications, Inc. (2024) 16 Cal.5th 478 (Ramirez). The trial court explained that the provision’s substantively unconscionable terms included (1) its limitation on damages to “actual damages sustained,” excluding the civil penalties available under PAGA; (2) its one-sided limitation precluding damages against SBS’s “individual officers, directors, agents, affiliates …, whereas Plaintiffs as principals of Melross can be sued;” (3) the requirement that plaintiffs pay both mediation fees and filing fees under the AAA commercial rules, which exceed the fees required in civil court, (4) the one- sided exceptions to arbitration for SBS’s potential claims against its 6 franchisees and SBS’s one-sided ability to seek injunctive relief in court; (5) its shortening of the statute of limitations to one-year; and (6) the attorney fee-shifting rules, which contravened PAGA’s statutory one-way fee- shifting provision. Finally, the court rejected SBS’s assertion that the unconscionable provisions of the arbitration agreement could be severed, finding it was “not possible to cure all the unconscionability through severance.” The court found that given the high degree of procedural and substantive unconscionability, “the central purpose of the agreement is permeated by unconscionability and the interests of justice would not be furthered by severance.” SBS timely appealed from the order denying its motion to compel arbitration. DISCUSSION I Delegation Clause SBS first asserts that the trial court erred by finding the unconscionability of the arbitration agreement should be decided by the court and not delegated to an arbitrator under the terms of the UFA. Solorio and Covarrubias respond that the trial court correctly found the delegation clause 7 is not sufficiently clear to require delegation, and is also unenforceable because it is unconscionable.3 “ ‘ “[P]arties may agree to have an arbitrator decide not only the merits of a particular dispute but also ‘ “gateway” questions of “arbitrability,” such as whether the parties have agreed to arbitrate or whether their agreement covers a particular controversy.’ ” [Citation.] But “[c]ourts should not assume that the parties agreed to arbitrate arbitrability unless there is ‘clea[r] and unmistakabl[e]’ evidence that they did so.” ’ ” (Beco v. Fast Auto Loans, Inc. (2022) 86 Cal.App.5th 292, 302 (Beco); see also Sandoval-Ryan v. Oleander Holdings LLC (2020) 58 Cal.App.5th 217, 223 (Sandoval-Ryan) [“Courts presume that the parties intend courts, not arbitrators, to decide threshold issues of arbitrability.”].) “ ‘This is a “ ‘heightened standard’ ” that “ ‘pertains to the parties’ manifestation of intent, not the agreement’s validity.’ ” [Citations.] That is because the question of who would decide gateway questions like the unconscionability of an arbitration provision “is not one that the parties would likely focus upon in contracting, and the default expectancy is that the court would decide the matter.” [Citation.] “Although parties are free to authorize arbitrators to resolve such questions, [courts] will not conclude that they have done so based on ‘silence or ambiguity’ in their agreement, because 3 Solorio and Covarrubias also contend that SBS waived its claim that the issue was delegated to the arbitrator because they raised it only in their reply brief, and not in the initial brief in support of the motion to compel. Because the facts are not in dispute and the issue is a question of law that is well briefed in this court, we exercise our discretion to reach the merits of SBS’s delegation claim. (See City of Clovis v. County of Fresno (2014) 222 Cal.App.4th 1469, 1477 [“we have discretion to consider a forfeited claim”].) 8 ‘doing so might too often force unwilling parties to arbitrate a matter they reasonably would have thought a judge, not an arbitrator, would decide.’ ” ’ ” (Beco, supra, 86 Cal.App.5th at pp. 302–303.) Two requirements must be satisfied for a so-called delegation clause “ ‘ “ ‘to be effective. First, the language of the clause must be clear and unmistakable. [Citation.] Second, the delegation must not be revocable under state contract defenses such as fraud, duress, or unconscionability.’ ” ’ ” (Beco, at p. 303.) Section XXVII of the UFA is titled “Dispute Resolution.” The first subsection of that section is “A. Dispute Resolution by Mediation,” which requires the parties to the agreement “to try to resolve any” dispute, except disputes concerning SBS’s trade secrets and the UFA’s non-competition and confidentiality provisions, by mediation and to bring a request for mediation within 20 days of the dispute arising. The second subsection is the arbitration provision. It states: “i. The parties hereto agree that, except for controversies, disputes, or claims related to or based on improper use of the Marks or in connection with [the contract sections involving trade secrets and the non-compete provision], and except for otherwise mediation required in [the previous subsection] hereof, all controversies, disputes, or claims between Franchisee and Franchisor’s affiliates, and Franchisor’s and their respective members, officers, managers, agents, and/or employees, and Franchisee (and/or Franchisee’s owners, managers, guarantors, affiliates, and/or employees) arising out of or related to: [¶] 1. this Agreement or any other agreement between Franchisee and Franchisor; [¶] 2. Franchisor’s relationship with Franchisee; [¶] 3. the validity of this Agreement or any other agreement between Franchisee and Franchisor; or [¶] 4. any [SBS] System Standard; [¶] must be submitted for binding arbitration, on demand of either party, to the American Arbitration Association. The arbitration proceedings 9 will be conducted by one arbitrator and, except as this Subsection otherwise provides, according to the then current commercial arbitration rules of the American Arbitration Association. Any questions regarding the arbitrability of any claim is to be determined by the arbitrator and is binding upon the parties. All proceedings will be conducted at a suitable location chosen by the arbitrator in or nearest the city where Franchisor’s principal business address is then located. All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. []§ 1 et seq.). Judgment upon the arbitrator’s award may be entered in any court of competent jurisdiction.” (Italics added.) SBS contends the language providing that any dispute concerning “the validity of this Agreement or any other agreement between Franchisee and Franchisor … must be submitted for binding arbitration” and the subsequent statement that “[a]ny questions regarding the arbitrability of any claim is to be determined by the arbitrator” are clear and unmistakable delegations to the arbitrator of the question of arbitrability. We disagree. The language of the provision is, at best, ambiguous. The language could easily be interpreted to delegate the question of the validity of the UFA to the arbitrator, but it does not unambiguously delegate the question of the validity of the arbitration provision to the arbitrator. Further, the subsequent language—“Any questions regarding the arbitrability of any claim”— could easily “be read to mean [the arbitrability of] a specific substantive dispute or claim, not the issue of who decides whether the [arbitration] agreement is enforceable or unconscionable.” (Beco, supra, 86 Cal.App.5th at p. 303.) This is especially true in the context of the UFA given the exceptions to arbitration for SBS’s potential claims against its franchisees contained in the UFA’s dispute resolution section. 10  “ ‘Language such as “any disputes, differences or controversies” may well be adequate and necessary for the parties to express their intention to arbitrate all substantive claims, since the number and diversity of potential future substantive claims is so great as to defy a specific enumeration of each type. But the issue of who would decide the enforceability of the arbitration clause itself is a horse of a different color. It is a distinct issue that could and would be easily addressed—if the parties actually contemplated it at the time of contracting—by stating expressly that the arbitrator shall decide questions of the enforceability of the arbitration provision.’ ” (Beco, supra, 86 Cal.App.5th at pp. 303–304.) No such clear statement is contained in the UFA’s arbitration provision. Other Courts of Appeal have reached the same conclusion about language similar to that contained in the UFA. In Sandoval-Ryan, the court evaluated the following language: “ ‘The parties understand that, except as provided below, any claim other than a claim for medical malpractice, arising out of the provision of services by the Facility, the admission agreement, the validity, interpretation, construction, performance and enforcement thereof, or which allege wrongful death or violations of the Elder Abuse and Dependent Adult Civil Protection Act [Welf. & Inst. Code, § 15600 et seq.], or the Unfair Competition Act, or which seek an award of punitive damages or attorneys’ fees, will be determined by submission to neutral arbitration as provided by California law, and not by a lawsuit or court process ....’ ” (Sandoval-Ryan, supra, 58 Cal.App.5th at pp. 223–224.) In Sandoval-Ryan, the court held the italicized language “reference[d] the admission agreement rather than the arbitration agreement.” (Sandoval- Ryan, supra, 58 Cal.App.5th at p. 224.) Likewise, here, although the arbitration provision is contained in the UFA, rather than as a separate 11 document as in Sandoval-Ryan, the language references the “Agreement” and the arbitrability of “any claim.” This is not a “clear and unmistakable” delegation of the determination of the enforceability of the arbitration provision to an arbitrator, but rather “signals the parties’ agreement to submit questions regarding the validity, interpretation, construction, performance, and enforcement of the” UFA “to the arbitrator.” (Sandoval- Ryan, at p. 224; see also Ajamian v. CantorCO2e, L.P. (2012) 203 Cal.App.4th 771, 783 [language that “ ‘[a]ny disputes, differences or controversies arising under this Agreement shall be settled and finally determined by arbitration’ [and] ‘It is expressly agreed that arbitration as provided herein shall be the exclusive means for determination of all matters arising in connection with this Agreement,’ ” is reasonably interpreted “to bring within the exclusive scope of arbitration all substantive disputes, claims or controversies on which a court action might otherwise be brought, while the enforceability of the arbitration provision itself remains a matter for determination by a court”].) In contrast, the two cases SBS relies on contained much more explicit delegations of the question of arbitrability. In Malone v. Superior Court (2014) 226 Cal.App.4th 1551, for instance, the delegation provision in the arbitration agreement stated, “ ‘The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.’ ” (Id. at p. 1557.) Unlike here, the Malone provision explicitly stated that the enforceability of the arbitration agreement itself is determined by the arbitrator. In the other case on which SBS relies, Tiri v. Lucky Chances, Inc. (2014) 226 Cal.App.4th 231, the arbitration agreement at issue was a separate, stand-alone, five-page document. The delegation clause therein stated, “ ‘The Arbitrator, and not any federal, state, or local court or agency, 12 shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable.’ ” (Tiri, at p. 237.) The Court of Appeal concluded, and the plaintiff conceded, that this language, in the context of the stand-alone arbitration agreement, was sufficiently clear and unmistakable to “indicate[] an intent to delegate all issues to an arbitrator, including issues of enforceability.”4 (Id. at p. 242.) Here, in contrast, the arbitration provision is contained in a broad and lengthy contract between the parties, and its language does not make clear that SBS intended that the question of enforcement of the arbitration provision itself would be delegated to the arbitrator.5 In sum, we agree with the trial court that the UFA’s arbitration provision is, at best, ambiguous as to whether it delegates the question of its enforcement to the arbitrator. Thus, it does not meet the requirement of a “clear and unmistakable” delegation of such authority. 4 A third case SBS cites, Zhang v. Superior Court (2022) 85 Cal.App.5th 167, was ordered depublished by the California Supreme Court and thus is not citable or of precedential value. (Zhang v. S.C. (2025) 338 Cal.Rptr.3d 808.) 5 Further, as Solorio and Covarrubias point out, unconscionability is not a challenge to a contract’s validity. Rather, “[t]he doctrine of unconscionability is a defense to the enforcement of a contract or a term thereof. (Civ. Code, § 1670.5; California Grocers Assn. v. Bank of America (1994) 22 Cal.App.4th 205, 213.) No such defense arises without a contract.” (Marin Storage & Trucking, Inc. v. Benco Contracting and Engineering, Inc. (2001) 89 Cal.App.4th 1042, 1049.) 13  II Unconscionability Because we reject SBS’s assertion that its arbitration provision delegates the question of its enforcement to the arbitrator, we turn to SBS’s claim that the trial court erred by finding the provision is not enforceable because it is both procedurally and substantively unconscionable. A Legal Standards In Ramirez, supra, 16 Cal.5th 478 the California Supreme Court set forth the applicable legal standards to the determination of whether an agreement to arbitrate is unconscionable. The court explained, “Federal and California law treat valid arbitration agreements like any other contract and favor their enforcement. [Citations.] The California Arbitration Act (Code Civ. Proc., § 1280 et seq.; CAA) expresses a ‘ “ ‘strong public policy in favor of arbitration as a speedy and relatively inexpensive means of dispute resolution.’ ” ’ [Citation.] A written agreement to submit a controversy to arbitration is valid, enforceable, and irrevocable, ‘save upon such grounds as exist for the revocation of any contract.’ (Code Civ. Proc., § 1281.) Unconscionability provides such grounds.” (Ramirez, supra, 16 Cal.5th at p. 492.) “The ‘general principles of unconscionability are well established. A contract is unconscionable if one of the parties lacked a meaningful choice in deciding whether to agree and the contract contains terms that are unreasonably favorable to the other party.’ [Citations.] Unconscionability has both a procedural and a substantive element. [Citation.] The party resisting enforcement of an arbitration agreement has the burden to establish unconscionability.” (Ramirez, supra, 16 Cal.5th at p. 492.) 14  “Procedural unconscionability ‘addresses the circumstances of contract negotiation and formation, focusing on oppression or surprise due to unequal bargaining power.’ [Citation.] This element is generally established by showing the agreement is a contract of adhesion, i.e., a ‘standardized contract which, imposed and drafted by the party of superior bargaining strength, relegates to the subscribing party only the opportunity to adhere to the contract or reject it.’ [Citation.] Adhesion contracts are subject to scrutiny because they are ‘not the result of freedom or equality of bargaining.’ [Citation.] However, they remain valid and enforceable unless the resisting party can also show that one or more of the contract’s terms is substantively unconscionable or otherwise invalid.” (Ramirez, supra, 16 Cal.5th at pp. 492– 493.) “Substantive unconscionability looks beyond the circumstances of contract formation and considers ‘the fairness of an agreement’s actual terms’ [citation], focusing on whether the contract will create unfair or one-sided results (Armendariz, supra, 24 Cal.4th at p. 114). Substantively unconscionable contractual clauses ‘reallocate risks in an objectively unreasonable or unexpected manner.’ ” (Ramirez, supra, 16 Cal.5th at p. 493.) “Both procedural and substantive elements must be present to conclude a term is unconscionable, but these required elements need not be present to the same degree. [Citation.] Courts apply a sliding scale analysis under which ‘the more substantively oppressive [a] term, the less evidence of procedural unconscionability is required to come to the conclusion that the term is unenforceable, and vice versa.’ (Armendariz, supra, 24 Cal.4th at p. 114.) ‘[W]hether a contract is fair or works unconscionable hardship is determined with reference to the time when the contract was made and 15 cannot be resolved by hindsight by considering circumstances of which the contracting parties were unaware.’ ” (Ramirez, supra, 16 Cal.5th at p. 493.) “Appellate review of an order regarding an arbitration agreement’s validity is de novo if the evidence is not in conflict and the ruling is based entirely on an interpretation of law. [Citation.] If a validity ruling rests on the trial court’s resolution of evidentiary disputes, substantial evidence review applies to the court’s factual findings. [Citation.] The facts here are undisputed; our review is de novo.”6 (Ramirez, 16 Cal.5th at p. 493.) B Armendariz Governs Our Analysis SBS’s argument that the court erred by finding the arbitration agreement is procedurally unconscionable is based on its assertion that the UFA should be viewed as a commercial agreement with an independent contractor, rather than an employment agreement. SBS asserts that because the UFA makes clear that Solorio and Covarrubias are independent contractors operating as the owners of Melross, California cases addressing 6 Solorio and Covarrubias assert that this court may also affirm the trial court’s order denying SBS’s motion to compel arbitration on the grounds that, as individuals, they were not parties to the UFA. SBS responds that this argument is not properly before the court because Solorio and Covarrubias did not appeal the court’s order rejecting this claim and, in any event, the trial court’s ruling that the plaintiffs are parties to the agreement was correct. We decline to reach this argument and instead, as we discuss, affirm the trial court’s decision denying SBS’s motion to compel arbitration based on the unconscionability of the arbitration provision. 16 unconscionability in the employer-employee context are inapplicable. We disagree. “In Armendariz[, supra,] 24 Cal.4th 83, 115[], our high court observed that ‘[a]rbitration is favored in this state as a voluntary means of resolving disputes, and this voluntariness has been its bedrock justification.’ Nevertheless, ‘[g]iven the lack of choice and the potential disadvantages that even a fair arbitration system can harbor for employees, we must be particularly attuned to claims that employers with superior bargaining power have imposed one-sided, substantively unconscionable terms as part of an arbitration agreement.’ (Ibid.)” (Ali v. Daylight Transport, LLC (2020) 59 Cal.App.5th 462, 472 (Ali).) “Here, although the [UFA] state[s] that respondents are independent contractors, respondents’ complaint is based primarily on the contention that they were misclassified as independent contractors, and were instead employees, entitled to certain protections under the Labor Code.” (Ali, supra, 59 Cal.App.5th at p. 472.) Further, as Solorio and Covarrubias point out, what matters for purposes of the procedural unconscionability analysis is not the label placed on the parties by the UFA, but the unequal bargaining power between them. (Ali, supra, 59 Cal.App.5th at pp. 473–474; see Ramos v. Superior Court (2018) 28 Cal.App.5th 1042, 1056 [agreement between law firm and its partner evaluated under Armendariz in light of unequal bargaining power between the parties]; Wherry v. Award, Inc. (2011) 192 Cal.App.4th 1242, 1249 [“[t]hat plaintiffs are independent contractors and not employees makes no difference in this context”].) Here, SBS does not dispute that the UFA was a contract of adhesion and contained a mandatory arbitration provision. Further, SBS does not provide any basis to overturn the trial court’s factual finding that SBS had 17 superior bargaining power and forced the plaintiffs to sign the contract as a condition of employment. Accordingly, “[w]hether or not a finder of fact ultimately agrees with [SBS’s] allegations that they were employees, ‘the relationship between [appellant and respondents] was characterized by a power imbalance analogous to that of an employer-employee relationship’ and [is] ‘sufficiently similar to that of an employee-employer relationship to conclude the parties’ arbitration agreement is subject to Armendariz requirements.’ ” (Ali, supra, 59 Cal.App.5th at pp. 473–474.) C Procedural Unconscionability “A procedural unconscionability analysis ‘begins with an inquiry into whether the contract is one of adhesion.’ (Armendariz, supra, 24 Cal.4th at p. 113.) An adhesive contract is standardized, generally on a preprinted form, and offered by the party with superior bargaining power ‘on a take-it- or-leave-it basis.’ [Citations.] Arbitration contracts imposed as a condition of employment are typically adhesive (see Armendariz, at pp. 114–115; Serpa v. California Surety Investigations, Inc. (2013) 215 Cal.App.4th 695, 704), and the agreement here is no exception. The pertinent question, then, is whether circumstances of the contract’s formation created such oppression or surprise that closer scrutiny of its overall fairness is required. [Citations.] ‘ “ ‘Oppression occurs where a contract involves lack of negotiation and meaningful choice, surprise where the allegedly unconscionable provision is hidden within a prolix printed form.’ ” ’ ” (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 126 (Kho).) As the trial court found, “[t]his record reveals both oppression and surprise.” (Ibid.) “ ‘The circumstances relevant to establishing oppression include, but are not limited to (1) the amount of time the party is given to consider the 18 proposed contract; (2) the amount and type of pressure exerted on the party to sign the proposed contract; (3) the length of the proposed contract and the length and complexity of the challenged provision; (4) the education and experience of the party; and (5) whether the party’s review of the proposed contract was aided by an attorney.’ (Grand Prospect Partners, L.P. v. Ross Dress for Less, Inc. (2015) 232 Cal.App.4th 1332, 1348, fn. omitted.) With respect to preemployment arbitration contracts, we have observed that ‘the economic pressure exerted by employers on all but the most sought-after employees may be particularly acute, for the arbitration agreement stands between the employee and necessary employment, and few employees are in a position to refuse a job because of an arbitration requirement.’ ” (Kho, supra, 8 Cal.5th at pp. 126–127.) The circumstances presented here demonstrate both surprise and oppression. Although the UFA was provided to Solorio and Covarrubias a week before they signed the agreement, its contents and significance were not explained to them. When they asked for a copy of the document in Spanish they were told that it did not contain anything important and that a Spanish version was not available. This fact alone shows a significant level of procedural unconscionability. (See e.g., Nunez v. Cycad Management LLC (2022) 77 Cal.App.5th 276, 284 (Nunez) [“Procedural unconscionability arises when an arbitration agreement ‘was neither provided in a Spanish-language copy nor explained to respondents who did not understand written English.’ ”]; Carmona v. Lincoln Millennium Car Wash, Inc. (2014) 226 Cal.App.4th 74, 84 (Carmona) [high degree of procedural unconscionability where employer knew plaintiffs did not speak English but failed to provide Spanish translation of portions of arbitration agreement]; and Samaniego v. Empire Today LLC (2012) 205 Cal.App.4th 1138, 1142, 1145–1146 [finding 19 procedural unconscionability where workers who spoke English as a second language were required to sign an 11-page single-spaced agreement written in English, which was “riddled with complex legal terminology” and in which arbitration provision was set forth in 36th of 37 sections].)7 In addition, the arbitration provision is buried on page 26 of the 32- page single-spaced document and is written in the same font size as the rest of the agreement. Further, although the plaintiffs were required to acknowledge other specific provisions of the UFA by initialing their understanding, the arbitration provision contained no such requirement. These facts also supported the trial court’s determination of significant surprise and oppression. (See Higgins v. Superior Court (2006) 140 Cal.App.4th 1238, 1252–1253 [finding procedural unconscionability where arbitration provision was near end of 24-page, single-spaced document, contained in a section titled “miscellaneous,” no text in the provision was highlighted or set apart, and “[a]though petitioners were required to place their initials in boxes adjacent to six other paragraphs, no box appeared next to the arbitration provision”].) 7 SBS points to Caballero v. Premier Care Simi Valley LLC (2021) 69 Cal.App.5th 512 to support its assertion that it was incumbent on Solorio and Covarrubias to have the contract translated or explained to them. Caballero, however, concerned an arbitration agreement in a health care setting that complied “with the requirements of Code of Civil Procedure section 1295 for arbitration clauses in medical service contracts” and “[c]onsequently, as a matter of public policy, the Arbitration Agreement ‘[was] not a contract of adhesion, nor unconscionable nor otherwise improper.’ ” (Id. at p. 515.) Further, in Caballero there was no evidence before the court that the plaintiff communicated his inability to read the agreement before signing. (Ibid.) Accordingly, we do not agree with SBS that Caballero supports reversal of the trial court’s finding of procedural unconscionability. 20  SBS also failed to disclose the costs of the arbitration or provide a copy of the AAA commercial rules the plaintiffs would be subject to, creating an additional element of surprise. (See Nunez, supra, 77 Cal.App.5th at p. 284 [“The potential cost of the arbitration was an unknown surprise to [plaintiff] because [employer] failed to provide the AAA fee schedule. Failure to provide documentation of arbitration fees supports a finding of unconscionability because it causes surprise.”]; Carmona, supra, 226 Cal.App.4th at p. 84 [“Failure to provide the applicable arbitration rules is another factor that supports procedural unconscionability.”].) SBS concedes it did not provide the AAA commercial rules referenced in the UFA to the plaintiffs. As the trial court found, under those rules, Solorio and Covarrubias would be responsible for payment of a $950 filing fee, another fee of at least $825, and half the costs of the arbitrator, whose fees were not disclosed at all. These facts undoubtedly support a finding of procedural unconscionability. Finally, Solorio and Covarrubias faced significant economic pressure at the time they signed the UFA. Their declarations stated they “desperately needed work because the COVID-19 pandemic had caused many businesses and schools to close so there were very few cleaning jobs available.” Further, SBS’s representatives exerted additional pressure, telling the women SBS risked losing customers if it could not hire more cleaners. The plaintiffs declared this caused them to feel “a lot of pressure to sign because [they were] worried that if [they] didn’t, [they] would jeopardize [their] relationship with [SBS]. These facts also supported a finding of a high level of procedural unconscionability. (See Armendariz, supra, 24 Cal.4th at p. 115.) In sum, we agree with the trial court that the arbitration provision has “a relatively high level of procedural unconscionability.” 21  D Substantive Unconsciona