Neal v. Del Frisco's of California, LLC CA4/1

Filed 11/2/26 Neal v. Del Frisco’s of California, LLC CA4/1 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or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 This opinion has not been certified for publication or or dered published for purposes of rule 8.1115.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 VICTOR NEAL, D085877 Plaintiff and Respondent, (Super. Ct. No. 37-2024- 00030549-CU-OE-CTL) v. DEL FRISCO’S OF CALIFORNIA, LLC, Defendant and Appellant. APPEAL from a judgment of the Superior Court of San Diego County, Marcella O. McLaughlin, Judge. Affirmed. Sheppard, Mullin, Richter & Hampton, Matthew M. Sonne, Jason M. Guyser, and Lauren J. Blaes for Defendant and Appellant. Wilshire Law Firm, John G. Yslas, William M. Pao, Edward E. Kim, and Matthew R. Baker for Plaintiff and Respondent. Victor Neal worked as a dishwasher for Del Frisco’s of California, LLC (Del Frisco’s). Neal sued Del Frisco’s for violations of the unfair competition law (UCL) (Bus. & Prof. Code, § 17200 et seq.) and various provisions of the Labor Code. Thereafter, Del Frisco’s unsuccessfully moved to compel arbitration of Neal’s individual claims based on an arbitration agreement signed by Neal as a condition of his employment. The trial court refused to enforce the arbitration agreement, finding it unconscionable because the terms of the arbitration agreement are unreasonably broad in scope, indefinite in duration, and the arbitration agreement is an unconscionable contract of adhesion. We agree, and additionally find the agreement lacked mutuality. We further conclude the trial court did not abuse its discretion in declining to sever the unconscionable provisions because they are central to the purpose of the agreement. We thus affirm. FACTUAL AND PROCEDURAL BACKGROUND A. The Arbitration Agreement Del Frisco’s is a restaurant with multiple locations. It hired Neal as a dishwasher for its San Diego location. Upon his hire, Neal electronically signed the onboarding paperwork, including a three-page “Mutual Agreement to Arbitrate Claims” (“arbitration agreement” or “agreement”). The arbitration agreement states it is “[i]n consideration of the offer of employment.” The agreement defines the employer in a footnote in small print: “Your ‘Employer’ is generally the entity that owns and operates the restaurant/business at which you work” and is one of 24 entities listed. The list includes restaurants such as Morton’s, Bubba Gump Shrimp, and Del Frisco’s. The agreement states that “ ‘Employer’ shall also include any claims that the Employee has against Employer and/or its officers, directors, employees, owners, shareholders, members, agents, representatives, benefit plans, sponsors, fiduciaries, parents, subsidiaries, or affiliated entities. This [a]greement also applies to claims the Employer has against the Employee” and is “binding on all of the parties, their heirs, and successors.” 2  The agreement goes on to explain that it is binding between Neal and any new employer, and it survives “termination of any employment relationship between Employee and any Employer.” It also permits the employer to change or terminate its terms after providing 30 days’ written or electronic notice. The agreement is signed by the “Vice President of Human Resources” on behalf of the “EMPLOYER.” The arbitration agreement’s scope covers “any and all disputes, claims or controversies between the parties, including but not limited to any dispute arising out of or relating to this [a]greement, the employment relationship between the parties, or the formation or termination of the employment relationship, or which arise after the termination of the employment relationship.” Additionally, the specific claims “covered by this [a]greement include, but are not limited to, claims for: wrongful termination; breach of any contract or covenant, express or implied; breach of any duty owed to Employee by Employer or to Employer by Employee; personal, physical or emotional injury (excluding claims covered under any workers’ compensation statute); discrimination or harassment . . . ; retaliation; violation of any . . . law, ordinance or regulation; fraud, misrepresentation, defamation, invasion of privacy, and any other tort claims; wages, overtime, premiums, gratuities, tips, service/administrative charges, or any other compensation due; penalties; benefits; reimbursement of expenses; any claim for trade secret violations or unlawful competition.” The agreement does not apply to claims related to sexual assault, sexual harassment, workers’ compensation, unemployment compensation, third-party garnishment proceedings, or any dispute in which the agreement to arbitrate is prohibited by law. Further, although workers’ compensation 3 claims are not subject to arbitration, the agreement prohibits employees from recovering monetary amounts from governmental agencies unless they do so through arbitration. Finally, the agreement includes a severance clause: “If any provision of this [a]greement is determined to be unenforceable or in conflict with a mandatory provision of applicable law, such unenforceable or conflicting provision shall be automatically severed from this [a]greement and the remainder of the [a]greement shall not be affected.” B. The Complaint In June 2024, Neal filed a class action complaint against Del Frisco’s, seeking civil and statutory penalties and alleging violations of the UCL and Labor Code related to, among other things, minimum and overtime wages, meal and rest periods, and timely payment of wages at termination. C. The Motion to Compel Arbitration Del Frisco’s moved to compel arbitration of Neal’s individual claims based on the agreement. The trial court denied the motion, finding the agreement to be a procedurally unconscionable contract of adhesion because Neal executed it as a condition of his employment. Though the court was unpersuaded that the agreement lacked mutuality, it found the agreement’s scope overly broad because it encompassed disputes arising outside the employment relationship for an infinite duration. The court concluded there was a high degree of substantive unconscionability, rendering the agreement unenforceable. Additionally, the court declined to sever the unconscionable terms. DISCUSSION Our review is limited: The parties neither challenge the trial court’s finding that an arbitration agreement exists nor its procedural 4 unconscionability finding. At issue is (1) whether the trial court correctly found the agreement is substantively unconscionable; and (2) if so, whether the court abused its discretion by not severing any unconscionable provisions from the agreement. We proceed to those questions. I. The Trial Court Properly Found a High Degree of Substantive Unconscionability A. Legal Principles Federal and California law favor the enforcement of valid arbitration agreements. (Ramirez v. Charter Communications, Inc. (2024) 16 Cal.5th 478, 492 (Ramirez).) “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.’ [Citation.] Unconscionability provides such grounds.” (Ibid.) “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.” (Ramirez, supra, 16 Cal.5th at p. 492; see also Fuentes v. Empire Nissan, Inc. (2026) 19 Cal.5th 93, 102–103 (Fuentes).) Both elements must be present to render a term unconscionable, but they need not be present to the same degree. (Ramirez, at p. 493; see Fuentes, at p. 103.) “ ‘[T]he 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.’ ” (Ramirez, at p. 493.) Courts should consider substantive unconscionability only if the party opposing arbitration first establishes procedural unconscionability. (Ramirez, 5 supra, 16 Cal.5th at p. 494.) “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.]” (Id. at p. 492.) “ ‘ “Ordinary contracts of adhesion, although they are indispensable facts of modern life that are generally enforced [citation], contain a degree of procedural unconscionability even without any notable surprises, and ‘bear within them the clear danger of oppression and overreaching.’ [Citation.]” ’ [Citations.] Courts ‘must be “particularly attuned” to this danger in the employment setting, where “economic pressure exerted by employers on all but the most sought-after employees may be particularly acute.” ’ [Citations.] Thus, although adhesion alone generally indicates only a low degree of procedural unconscionability, the potential for overreaching in the employment context warrants close scrutiny of the contract’s terms.” (Ramirez, supra, 16 Cal.5th at p. 494.) “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 [citation].” (Ramirez, supra, 16 Cal.5th at p. 493.) “This includes consideration of the extent to which the disputed term is outside the reasonable expectation of the nondrafting party.” (The McCaffrey Group, Inc. v. Superior Court (2014) 224 Cal.App.4th 1330, 1349.) The substantive unconscionability “ ‘analysis “ensures that contracts, particularly contracts of adhesion, do not impose terms that have been 6 variously described as ‘ “ ‘overly harsh’ ” ’ [citation], ‘ “unduly oppressive” ’ [citation], ‘ “so one-sided as to ‘shock the conscience’ ” ’ [citation], or ‘unfairly one-sided’ [citation]. All of these formulations point to the central idea that the unconscionability doctrine is concerned not with ‘a simple old-fashioned bad bargain’ [citation], but with terms that are ‘unreasonably favorable to the more powerful party.’ ” ’ ” (Fuentes, supra, 19 Cal.5th at p. 106.) “ ‘Ultimately, the question is whether [the nondrafting employee], through oppression and surprise, was coerced or misled into making an unfair bargain.’ ” (Id. at p. 106; see OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 129– 130, 136.) We review substantive unconscionability de novo when there are no disputed facts bearing on the analysis. (Cook v. University of Southern California (2024) 102 Cal.App.5th 312, 321 (Cook).) B. The Agreement is Substantively Unconscionable The parties agree the arbitration agreement is a contract of adhesion, which generally establishes a low level of procedural unconscionability. “Therefore, only a high degree of substantive unconscionability would render the agreement unconscionable.” (Cook, supra, 102 Cal.App.5th at p. 321.) The trial court found a high degree of substantive unconscionability. We agree. 1. The Agreement’s Scope Is Unreasonably Broad One aspect of the unconscionability doctrine is a long-established principle that “a contract of adhesion is unenforceable if its terms are . . . outside the reasonable expectations of the weaker party.” (Kinney v. United Healthcare Servs. (1999) 70 Cal.App.4th 1322, 1328 (Kinney), citing Graham v. Scissor-Tail, Inc. (1981) 28 Cal.3d 807, 820; see Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 113 7 (Armendariz) [unconscionability is shown where the disputed provision falls outside the reasonable expectations of the weaker or adhering party]; Murrey v. Superior Court (2023) 87 Cal.App.5th 1223, 1247; Parada v. Superior Court (2009) 176 Cal.App.4th 1554, 1573.) Indeed, “the core concern of the unconscionability doctrine is the ‘ “ ‘absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party[,]’ ” ’ ” which includes “ ‘provisions that seek to negate the reasonable expectations of the nondrafting party.’ ” (Sonic-Calabasas A, Inc. v. Moreno (2013) 57 Cal.4th 1109, 1145; see Sanchez v. Valencia Holding Co., LLC (2015) 61 Cal.4th 899, 911.) Here, there are two attributes of the agreement that negate the reasonable expectations of an employee taking a position as a dishwasher at Del Frisco’s, making the scope of arbitrable claims unreasonably broad. First, the agreement is not limited to disputes relating to Neal’s employment. The agreement requires arbitration of “any and all disputes, claims or controversies between the parties, including but not limited to any dispute arising out of or relating to this [a]greement, the employment relationship between the parties, or the formation or termination of the employment relationship, or which arise after the termination of the employment relationship.” Because the agreement requires the parties to arbitrate “any and all” claims, Del Frisco’s has prohibited Neal from suing it for any wrongdoing of any kind, whether or not it arises from his work as a dishwasher. This negates the reasonable expectations of the adhering party, who is required to execute the agreement as a condition of accepting employment as a dishwasher. This is an overreach by the party with superior strength. 8  Second, the agreement prohibits Neal from suing parties that may not be involved in his employment, including Del Frisco’s parents, subsidiaries, and affiliated entities. The agreement prevents Neal from challenging any wrongdoing by any entity connected with Del Frisco’s. The scope of potential claims is broadened by each additional entity that is included in the agreement. If, for example, Neal trips and falls while dining at Bubba Gump Shrimp, under this agreement, he cannot sue to recover damages for his injuries. This result falls outside the bounds of reasonable expectations. We view this agreement as similar to the one in Cook. There, the plaintiff signed an agreement that required her to arbitrate “ ‘all claims, whether or not arising out of Employee’s University employment, remuneration or termination, that Employee may have against the University or any of its related entities, including but not limited to faculty practice plans, or its or their officers, trustees, administrators, employees or agents, in their capacity as such or otherwise; and all claims that the University may have against Employee.’ ” (Cook, supra, 102 Cal.App.5th at p. 317.) The Court of Appeal found it difficult to see how the plaintiff could be reasonably expected—as a condition of employment—to give up the right to sue for claims completely unrelated to her employment. (Id. at p. 325.) The court found the university did not provide a justification for the breadth of the agreement’s scope and concluded there was a high degree of substantive unconscionability. (Ibid.) We reach the same conclusion here. Like the agreement in Cook, the one here requires arbitration of “any and all disputes,” “not limited to . . . the employment relationship.” As was the case for Cook, Neal could not have reasonably expected that he would be required, as a condition of his employment as a dishwasher, to give up his right to sue Del Frisco’s and its 9 unnamed officers, directors, employees, owners, shareholders, members, agents, representatives, benefit plans, sponsors, fiduciaries, parents, subsidiaries, or affiliated entities for claims that are completely unrelated to Neal’s employment. These terms fall outside the reasonable expectations of the nondrafting party. (See Armendariz, supra, 24 Cal.4th at p. 113 [A “ ‘provision which does not fall within the reasonable expectations of the weaker or “adhering” party will not be enforced against him’ ”].) Because Del Frisco’s did not provide a justification for the breadth of the agreement’s scope, we conclude the scope is substantively unconscionable. (Ibid.) Del Frisco’s contends we should not follow the Cook decision because the court “manufactured a new principle” that an arbitration agreement between an employer and employee may be substantively unconscionable if it is not limited to claims arising from the employment relationship. Like the Third Appellate District of the Court of Appeal in Phan v. Knight Sacramento SU Inc. (2026) 121 Cal.App.5th 641, 652, we conclude “[t]he [Cook] court neither expressly nor impliedly suggested that all broadly worded arbitration agreements are per se unconscionable.” Rather, the Cook court found the arbitration agreement unconscionable based on the doctrine of unconscionability and the facts before it. (Cook, supra, 102 Cal.App.5th at pp. 320–328.) Like the agreement here, the Cook agreement was substantially unconscionable because the unjustified, unreasonably broad scope of arbitrable claims negated the reasonable expectations of the party who had no meaningful choice in the matter. We agree with Phan and follow Cook, rejecting the suggestion that Cook is not adequately supported by unconscionability principles. (See Phan, at p. 652.) In its reply brief, Del Frisco’s argues we should follow Ayala-Ventura v. Superior Court (2026) 119 Cal.App.5th 241, a decision published after Neal 10 filed his respondent’s brief. Ayala evaluated the scope of an arbitration agreement to consider conscionability, but it is distinguishable because it relies on a finding that the arbitration agreement there included ambiguities. That agreement mandated arbitration of “all claims . . . , whether or not arising out of . . . employment or termination of employment.” (Id. at pp. 246–247.) The court found the language susceptible to more than one reasonable interpretation, including that “if a claim arises out of employment but does not involve termination of employment, it is still covered and vice versa.” (Id. at pp. 254–256.) Because it found the terms were “somewhat ambiguous,” the court construed the language as applying only to employment-related claims to avoid unconscionability. (Ibid.) Del Frisco’s similarly argues the agreement’s “full context,” meaning the other provisions in the contract, demonstrate the agreement was “intended to be limited to disputes relating to the employment relationship.” It contends the language “any and all disputes” is subsequently qualified by the examples of covered claims, all of which are employment related. It further asserts the examples support an alternative interpretation that the scope of arbitrable claims is limited to employment related claims, creating ambiguity. Because the agreement is ambiguous, Del Frisco’s contends we must interpret the agreement in a way that avoids unconscionability. We see no ambiguity. The plain language here is not susceptible to more than one reasonable construction. The agreement states that the covered claims “include, but are not limited to” the examples. It is thus “clear that the list is not intended to be exhaustive” and does “not alter the substantive scope of the agreement.” (See Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237, 1249.) We cannot interpret the language specifying that the scope of arbitrable claims is “not limited to” claims arising from the 11 employment relationship to mean it is. Ayala is therefore dissimilar to the case before us. We also disagree that the examples of covered claims are limited to employment related claims. The agreement states the covered claims include “fraud, misrepresentation, defamation, invasion of privacy, and any other tort claims.” The agreement’s general reference to “tort claims” and other claims that could arise outside of the employment relationship are precisely the sorts of claims that the Cook court relied on to illustrate the agreement’s unconscionable breadth.1 (Cook, supra, 102 Cal.App.5th at p. 325 [It was unjustified to expect Cook to give up the right to ever sue a University of Southern California employee in court for defamatory statements].) 2. The Agreement’s Indefinite Duration Increases Its Unconscionability Del Frisco’s also contends the court erred in finding the agreement had an indefinite duration because the agreement limited claims to those arising out of Neal’s employment relationship, the timing of which are necessarily constrained by statutes of limitation. Del Frisco’s argument is flawed in two regards. First, this argument relies on a reading of the agreement that limits claims to those arising out of the employment relationship. As we explained 1 After appellate briefing concluded, Del Frisco’s filed a letter pursuant to California Rules of Court, rule 8.254, informing us of new authority, including Cocom v. ABM Aviation, Inc. (9th Cir. 2026) 179 F.4th 1168, 1175. Cocom evaluated the scope of an arbitration agreement to consider conscionability, but it is distinguishable because the enumerated examples of claims covered in Cocom did not include defamation or a general reference to “tort claims.” (Ibid.) 12 supra, the agreement cannot be read that way because the scope of the agreement extends beyond the employment relationship. Second, this argument is contradicted by the agreement’s language. The agreement states that it covers claims that “arise after the termination of the employment relationship” and “shall survive termination of any employment relationship between Employee and any Employer.” It is also binding between Neal and any new employer. Like the agreement in Cook, the agreement binds Neal indefinitely. (See Cook, supra, 102 Cal.App.5th at pp. 325–326.) Taken together, the provisions addressing the scope and duration of the agreement increase the unconscionability of the agreement because of its breadth and infiniteness, requiring Neal to arbitrate all claims against Del Frisco’s and related individuals and entities regardless of when or how the claim arises. No justification is proffered for such an expansive arbitration obligation. 3. The Agreement Lacks Mutuality The trial court found a high level of substantive unconscionability despite not being persuaded there was a lack of mutuality in the claims covered by the agreement. The parties did not raise mutuality as an issue to resolve on appeal.2 While it makes no difference to the outcome here because 2 Neal raised the issue of mutuality in a footnote, indicating his disagreement with the superior court and directing us to his original briefing before that court. Del Frisco’s addressed the issue of mutuality for the first time in a single paragraph and footnote in its reply brief. Del Frisco’s contended the agreement is mutual because all of the parties are required to arbitrate their potential claims, but it did not offer a justification for expanding the agreement to include its related individuals and entities as parties. 13 we agree with the trial court that the agreement’s overly broad scope and indefinite duration raise the degree of substantive unconscionability to a high level, we nonetheless address mutuality because it is a factor to consider when evaluating substantive unconscionability. We conclude the agreement lacks mutuality in terms of enforceability of the agreement, offering another reason the agreement is unconscionable. “[T]he doctrine of mutuality requires that each party to a bilateral contract make promises that are binding” on the other. (Kinney, supra, 70 Cal.App.4th at p. 1327, fn. 1.) “[A] unilateral obligation to arbitrate is unconscionable.” (Id. at p. 1332.) And a one-sided term in the context of an arbitration agreement imposed by the employer on the employee is unconscionable. (Armendariz, supra, 24 Cal.4th at p. 118.) Here, Neal is bound to arbitrate his potential claims against Del Frisco’s employees, owners, shareholders, benefit plans, parents, subsidiaries, and affiliated entities, but they are not likewise bound to arbitrate their claims against Neal because it appears they did not sign the arbitration agreement. The agreement effectively makes the broad groups of individuals and entities third party beneficiaries. As explained in Cook, “There is no question that it is more difficult for a party to enforce an arbitration agreement against a nonsignatory than it is for a nonsignatory to enforce an arbitration agreement against a party. This is intentional, as arbitration is ‘a voluntary means of resolving disputes, and this voluntariness has been its bedrock justification.’ [Citation.] ‘Arbitration is consensual in nature. The fundamental assumption of arbitration is that it may be invoked as an alternative to the settlement of disputes by means other than the judicial process solely because all parties have chosen to arbitrate them. [Citations.] Even the strong public policy in favor of 14 arbitration does not extend to those who are not parties to an arbitration agreement or who have not authorized anyone to act for them in executing such an agreement.’ [Citation.]” (Cook, supra, 102 Cal.App.5th at p. 327.) “As a result, nonsignatories may enforce an arbitration agreement against a party to the agreement simply by showing they are intended third party beneficiaries of the arbitration agreement. [Citation.] Where the agreement requires arbitration of claims against certain classes of third parties, nonsignatories can make ‘a prima facie showing sufficient to allow them to enforce the arbitration clause as third party beneficiaries’ simply by showing they fall within one of the classes of beneficiaries identified by the contract. [Citation.]” (Cook, supra, 102 Cal.App.5th at p. 328.) Conversely, for Neal to enforce the arbitration agreement against, for example, an affiliated entity such as Bubba Gump Shrimp, Neal would have to show the entity ratified the agreement or authorized Del Frisco’s to execute the agreement on its behalf. (See Cook, supra, 102 Cal.App.5th at p. 326; see, e.g., Jensen v. U-Haul Co. of California (2017) 18 Cal.App.5th 295, 304; NORCAL Mutual Ins. Co. v. Newton (2000) 84 Cal.App.4th 64, 78– 79.) As it was for the Cook court, it is difficult for us to imagine how Neal could carry this burden to compel arbitration of the nonsignatories’ claims unless they first sought to compel arbitration. (Cook, at p. 328.) While it is theoretically possible for Neal, as it was for Cook, to make this showing, it is unlikely as a practical matter. (See Cook, at pp. 327, 328 [“The presence of a modicum of bilaterality will not save a clause that is, in practical effect, unjustifiably one sided”].) Without any justification, the arbitration agreement provides a significant benefit to broad swaths of entities and individuals without any reciprocal benefit to Neal. Accordingly, it is unjustified and one-sided. 15  In addition, the term giving the employer the unilateral right to “change or terminate the terms of the [a]greement after providing 30 days written or electronic notice to Employee” supports our conclusion that the agreement lacks mutuality. That term is unfairly one-sided because Neal is the only party that does not have the right to change or terminate the agreement. “Where one party makes no binding promises or makes definite promises that are subject to being withdrawn at the pleasure of the promisor, the contract is deemed to be unenforceable as lacking in mutuality.” (Kinney, supra, 70 Cal.App.4th at p. 1327, fn. 1.) We conclude the lack of mutuality is another reason the trial court did not err in finding a high degree of substantive unconscionability. II. The Court Did Not Abuse Its Discretion by Declining to Sever Unconscionable Provisions from the Agreement Finally, we turn to the question of severance. Del Frisco’s argues the trial court abused its discretion in declining to sever the agreement’s unconscionable provisions because any illegality is collateral to the contract’s main purpose. We disagree. Once a trial court has determined that a contract or any of its provisions is unconscionable, it may refuse to enforce an unconscionable provision, enforce the remainder without the unconscionable clause, or limit the offending clause’s application. (Civ. Code, § 1670.5, subd. (a); Ramirez, supra, 16 Cal.5th at p. 513.) Where unconscionability is found, “[t]he ‘strong legislative and judicial preference is to sever the offending term and enforce the balance of the agreement.’ ” (Ramirez, at p. 513.) In Ramirez, the Supreme Court established a three-part test for deciding whether to sever an unconscionable arbitration clause. (Ramirez, supra, 16 Cal.5th at p. 516.) A court “ask[s] whether ‘the central purpose of 16 the contract is tainted with illegality.’ [Citation.] If so, the contract cannot be cured, and the court should refuse to enforce it.” (Id. at p. 516.) Next, if the central purpose is not tainted, the court asks “whether the contract’s unconscionability can be cured purely through severance or restriction of its terms, or [if] reformation by augmentation is necessary.” (Ibid.) Finally, “[e]ven if a contract can be cured, the court should also ask whether the unconscionability should be cured through severance or restriction because the interests of justice would be furthered by such actions.” (Ibid.) “ ‘We review a trial court’s order declining to sever the unconscionable provisions from an arbitration agreement for abuse of discretion.’ [Citation.] ‘ “A ruling amounts to an abuse of discretion when it exceeds the bounds of reason, and the burden is on the party complaining to establish that discretion was abused.” ’ ” (Cook, supra, 102 Cal.App.5th at p. 329.) Here, the first prong of the Ramirez inquiry is dispositive. The central purpose of the agreement here was to require Neal to arbitrate all claims against Del Frisco’s and many others, whether related to his employment or not. As we have explained, the terms are substantively unconscionable due to their overbreadth, indefinite duration, and lack of mutuality. Those terms sit at the core of the arbitration agreement because they affect whether any of the remaining provisions will apply to a potential dispute. Because the central purpose of the agreement is tainted with illegality (Ramirez, supra, 16 Cal.5th at p. 516), the trial court’s refusal to sever the unconscionable terms was a reasonable exercise of its discretion. 17  DISPOSITION The order denying Del Frisco’s motion to compel arbitration is affirmed. Neal shall recover costs on appeal. BERMÚDEZ, J. WE CONCUR: DO, Acting P. J. CASTILLO, J. 18