Tsakopoulos v. Gidaro CA3

Filed 10/29/26 Tsakopoulos v. Gidaro CA3 NOT TO BE PUBLISHED California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published,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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA THIRD APPELLATE DISTRICT (Sacramento) ANGELO TSAKOPOULOS et al., C103280 Plaintiffs and Respondents, (Super. Ct. No. 23CV010843) v. STEVE GIDARO, Defendant and Appellant. Steve and Grant Gidaro, father and son, were members of a limited liability company formed for the purpose of managing the hunting rights on a large tract of land in Yolo County. Angelo and Kyriakos Tsakopoulos, another father and son team, were members of the same limited liability company. Disagreements arose over Steve’s management of the company, and Angelo and Kyriakos filed a petition for dissolution pursuant to the Revised Uniform Limited Liability Company Act (Corp. Code, § 17701.01 et seq.; the Act) (the dissolution petition). 1 Steve opposed the dissolution petition and filed a petition to compel arbitration and stay proceedings (the arbitration petition). 1 Undesignated statutory references are to the Corporations Code. 1  The arbitration petition relied on an arbitration provision in the operating agreement for another limited liability company, through which the principals held their ownership interests in the land (as opposed to their hunting rights). The trial court denied the arbitration petition, finding Steve failed to establish the existence of an agreement to arbitrate the controversy at issue. The trial court concurrently granted the dissolution petition. Steve appeals both orders but focuses exclusively on the order denying the arbitration petition. 2 He argues the trial court erred in resolving the threshold question of arbitrability because the parties intended to delegate such questions to an arbitrator. In the alternative, he argues the trial court erred in finding that he failed to establish the existence of an agreement to arbitrate the dissolution dispute. We will reject both arguments and affirm the trial court’s orders. I. BACKGROUND A. The Relationships Between the Parties and Their Interests Conaway Ranch is a 17,240-acre tract of privately owned land, approximately one-half of which exists within the Yolo Bypass. Conaway Ranch is home to a variety of agricultural and ecological uses, including commercial farming operations, water management operations, wildlife habitat and species preservation, and related educational programs. A relatively small portion of Conaway Ranch (approximately 100 acres) is used for hunting. An entity called Greener Farms, LLC (Greener Farms) manages the hunting rights to Conaway Ranch. Steve manages Greener Farms. Steve and Grant each own 25 percent of Greener Farms, for a combined 50 percent ownership interest. Angelo and 2 Steve asserts that reversal of the order denying the arbitration petition “would render the dissolution process moot until and unless the arbitrator makes a decision which is not favorable” to him. We express no opinion on that subject. 2 Kyriakos also each own 25 percent of Greener Farms, for the other 50 percent ownership interest. The present litigation began with Angelo and Kyriakos’ dissolution petition, which appears to have precipitated Steve’s arbitration petition. Greener Farms has articles of organization, but no operating agreement. That meant Steve had to look elsewhere for an agreement to arbitrate. He found one in the chain of limited liability companies through which the parties hold their interests in Conaway Ranch. To place Steve’s arbitration argument in context, then, we must briefly describe the ownership structure of Conaway Ranch. Conaway Ranch is owned by Conaway Preservation Group, LLC (Conaway Preservation Group). Conaway Preservation Group is owned in equal parts by Tri-City Water and Farm, LLC (Tri-City Water). Tri-City Water is owned in equal parts by SACWODA, LLC and Tri-City Investors, LLC (Tri-City Investors). Tri-City Investors was originally owned in equal parts by Steve, Grant, Angelo, and Kyriakos, but Steve and Angelo have since assigned their interests to others. Tri-City Investors’ manager is AKT Investors, Inc. (AKT), an entity owned and operated by Kyriakos. 3 As we shall see, Steve’s arbitration argument rests on the operating agreement for Tri-City Investors (the operating agreement). B. The Dissolution Petition Greener Farms became a source of ongoing friction between Steve, Angelo and Kyriakos. Tensions came to a boil sometime in August 2023, and Angelo and Kyriakos voted to nonjudicially dissolve Greener Farms several months later. (§ 17707.01, subd. (b).) They served Greener Farms and Steve with a notice of nonjudicial dissolution and directed Steve to file a certificate of dissolution with the Secretary of State. Steve refused 3 AKT is also the manager of Conaway Preservation Group and Tri-City Water. 3 to sign or file the certificate of dissolution. He also refused to take the actions necessary to wind up Greener Farms’ affairs. Angelo and Kyriakos filed the dissolution petition in late October 2023. (§§ 17702.04, 17713.06.) The dissolution petition relied, inter alia, on section 17707.01, subdivision (b), which provides for the dissolution and winding up of a limited liability company “[b]y the vote of 50 percent or more of the voting interests of the members of the limited liability company or a greater percentage of the voting interests of members as may be specified in the articles of organization, or a written operating agreement.” To reiterate, Greener Farms does not have an operating agreement. Greener Farms’ articles of organization do not discuss dissolution. Steve opposed the dissolution petition. He also opened a new front by filing an arbitration demand with the American Arbitration Association (AAA). He then filed the arbitration petition. C. The Arbitration Petition As noted, the arbitration petition relied on the operating agreement for Tri-City Investors. The operating agreement contains an arbitration provision, which provides, in part: “In the event that any dispute shall arise regarding the interpretation or execution of this Agreement and in the event that the parties are unable to informally resolve such dispute within 30 days, the dispute shall be resolved by binding arbitration, before a retired judge of the Superior Court, Appellate Court or Supreme Court of the State of California (the ‘Arbitrator’), which shall be in lieu of litigation in any court.” The arbitration provision further provides: “The dispute shall be resolved by binding arbitration under the American Arbitration Association’s (‘AAA’) Commercial Arbitration Rules then in effect, as supplemented [by the rest of the arbitration provision].” The arbitration petition argued the dissolution petition raised a “dispute … regarding the interpretation or execution” of the operating agreement and so fell within 4 the scope of the arbitration provision. That argument turned on sections 6.5.3 and 6.1.5 of the operating agreement. Section 6.5.3 of the operating agreement requires “the Company” (elsewhere defined as Tri-City Investors) to “support having [Conaway Preservation Group] enter into an agreement with Greener Farms … for the ‘Hunting Rights’ on the terms described in the [separate operating agreement for Tri-City Water].” Section 6.1.5 of the operating agreement, entitled “Limitations on Manager’s Powers,” specifies that the manager (defined as AKT) “shall not have the power or authority to make any Major Decisions.” Instead, section 6.1.5 of the operating agreement says: “Major Decisions shall be made by the vote of a Majority of the Percentage Interests, and all such decisions made by such vote shall bind the Company, the Manager and all Members.” The operating agreement enumerates eight events that constitute “Major Decisions,” including “Deciding to dissolve the Company” (defined as Tri-City Investors), and “Doing any act contrary to the provisions of this Agreement.” Tying these threads together, the arbitration petition argued the dissolution petition raised an arbitrable dispute as to the interpretation of the operating agreement because: (1) dissolving Greener Farms would be an act contrary to the requirement that Tri-City Investors “support having [Conaway Preservation Group] enter into an agreement with Greener Farms”; and (2) such an act would amount to a “Major Decision” requiring a majority vote of percentage interests, rather than a 50 percent vote. The arbitration petition emphasized the trial court was required to decide “whether the parties must arbitrate their dispute,” but was not empowered to reach the merits, as those would be decided in arbitration. 5  Angelo and Kyriakos opposed the arbitration petition. They argued the dissolution petition was governed by the Act, not the operating agreement. 4 They observed, “Greener Farms was formed for the limited purpose of entering into a hunting rights agreement and managing those rights, a small facet of the large and complex operations on Conaway Ranch.” They argued Steve failed to carry his burden of proving the existence of an agreement to arbitrate the dissolution dispute. Steve filed a reply brief. The reply brief reiterated that “[t]he only question” the trial court was required to decide was whether the parties agreed to arbitrate their supposed dispute concerning interpretation of the operating agreement. The trial court heard argument on the arbitration petition in February 2024. At the hearing, the parties explained they had recently located a “hunting rights agreement,” which might be relevant to the pending petition. The parties stipulated to continue the hearing, and the trial court established a schedule for supplemental briefing on the newly discovered agreement, which was ultimately deemed nondispositive. The hearing was continued several more times. In July 2024, the parties stipulated to continue the hearing once again to allow for supplemental briefing on the United States Supreme Court’s then-recent opinion in Coinbase, Inc. v. Suski (2024) 602 U.S. 143 (Coinbase), which also appears to have been deemed nondispositive. 5 The trial court accepted the stipulation, but cautioned that no further briefing would be permitted without leave of the court. Ignoring this admonition, Steve’s supplemental brief went beyond Coinbase to argue in conclusory fashion that the operating agreement’s reference to the AAA Commercial Arbitration Rules (the AAA rules) amounted to evidence of an 4 As mentioned, the Act requires a 50 percent vote to dissolve a limited liability company. (§ 17707.01, subd. (b).) We express no opinion as to whether the Act applies. 5 We note that Coinbase does not appear in either party’s table of authorities. 6 intent to delegate questions about arbitrability to an arbitrator. This marked a change from Steve’s earlier briefing, which repeatedly urged the trial court to decide arbitrability. The trial court heard argument for the second time in February 2025 and entered an order denying the arbitration petition shortly thereafter. As relevant here, the trial court found Steve failed to prove the existence of an arbitration agreement covering the dispute as to the dissolution of Greener Farms. The trial court further found that Coinbase was inapposite and Steve’s new arguments concerning delegation under the AAA rules were without leave of the court. “Nonetheless,” the trial court said, Steve’s “conclusory references to the AAA rules, raised for the first time a year after his initial briefing does not evidence that the parties agreed to delegate arbitrability to an arbitrator.” Accordingly, the trial court denied the arbitration petition. The trial court granted the dissolution petition the same day. These appeals timely followed. II. DISCUSSION Steve advances two arguments on appeal, both directed to the order denying the arbitration petition. First, he argues the trial court erred in rejecting his admittedly “last minute” contention that the parties delegated questions of arbitrability to the arbitrator. Second, he argues the trial court erred in finding he failed to establish the existence of an agreement to arbitrate the dissolution dispute. Neither argument has merit, as we explain below. A. Applicable Law and Standard of Review When a party to a civil action asks the trial court to compel arbitration of a pending claim, the court must determine whether an “agreement to arbitrate the controversy exists.” (Code Civ. Proc., § 1281.2; see Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 413 (Rosenthal); see also Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 236 (Pinnacle) [“ ‘ “a party cannot be required to submit to arbitration any dispute which he has not agreed so to submit” ’ ”].) 7  The party seeking to compel arbitration bears the burden of proving by a preponderance of the evidence an agreement to arbitrate a dispute exists. (Rosenthal, supra, 14 Cal.4th 394, 413; Pinnacle, supra, 55 Cal.4th at p. 236.) To meet this burden, the moving party must first produce “prima facie evidence of a written agreement to arbitrate the controversy.” (Rosenthal, supra, at p. 413; see Trinity v. Life Ins. Co. of North America (2022) 78 Cal.App.5th 1111, 1120 (Trinity); Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 165 (Gamboa).) “If the moving party meets its initial prima facie burden and the opposing party disputes the agreement, then … the opposing party bears the burden of producing evidence to challenge the authenticity of the agreement.” (Gamboa, supra, at p. 165; see Trinity, supra, at p. 1120.) “If the opposing party produces such evidence, then ‘the moving party must establish with admissible evidence a valid arbitration agreement between the parties.’ ” (Trinity, supra, at p. 1120; see Gamboa, supra, at p. 165.) “Despite the shifting burden of production, ‘[t]he burden of proving the agreement by a preponderance of the evidence remains with the moving party.’ ” (Trinity, supra, at p. 1120; see Gamboa, supra, at pp. 165-166.) Absent conflicting evidence, we review de novo the trial court’s interpretation of an arbitration agreement. (Pinnacle, supra, 55 Cal.4th at p. 236; Trinity, supra, 78 Cal.App.5th at p. 1120; Gamboa, supra, 72 Cal.App.5th at p. 166.) “Where the trial court’s ruling is based on a finding of fact,” we generally “review the decision for substantial evidence.” (Trinity, supra, at p. 1121.) But when “ ‘the court’s order denying a motion to compel arbitration is based on [a] finding that petitioner failed to carry its burden of proof, the question for the reviewing court is whether that finding was erroneous as a matter of law.’ ” (Ibid.) Absent specific findings of fact in appellant’s favor, we presume the trial court found its evidence lacked sufficient weight and credibility to carry its burden of proof. (Vazquez v. SaniSure, Inc. (2024) 101 Cal.App.5th 139, 144.) The question then becomes “ ‘ “whether the appellant’s evidence was (1) 8 ‘uncontradicted and unimpeached’ and (2) ‘of such a character and weight as to leave no room for a judicial determination that it was insufficient to support a finding.’ ” ’ ” (Trinity, supra, at p. 1121.) This is “a heavy, perhaps insurmountable, burden on appeal.” (Victaulic Co. v. American Home Assurance Co. (2022) 80 Cal.App.5th 485, 505.) B. Steve Forfeited His Untimely Delegation Argument Steve argues the operating agreement’s reference to the AAA rules requires that questions of arbitrability be delegated to an arbitrator. As previously discussed, the operating agreement requires arbitration of “any dispute … regarding the interpretation … of this Agreement” and further requires that such disputes “be resolved by binding arbitration” under the AAA rules. The AAA rules, for their part, provide: “The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim, without any need to refer such matters first to a court.” Relying on the reference to the AAA rules, Steve argues the parties agreed to delegate questions of arbitrability to an arbitrator. The argument comes too late. “Courts presume that the parties intend courts, not arbitrators, to decide threshold issues of arbitrability.” (Sandoval-Ryan v. Oleander Holdings, LLC (2020) 58 Cal.App.5th 217, 223; see Douglass v. Serenivision, Inc. (2018) 20 Cal.App.5th 376, 386- 387 [“The default presumption—and it is a ‘strong’ one—is that ‘ “the parties intend courts, not arbitrators, to decide … disputes about ‘arbitrability,’ ” e.g., whether there is an enforceable arbitration agreement or whether it applies to the dispute at hand”].) Consequently, “challenges to the validity of the arbitration clause itself are generally resolved by the court in the first instance.” (Nielsen Contracting, Inc. v. Applied Underwriters, Inc. (2018) 22 Cal.App.5th 1096, 1108 (Nielsen Contracting).) An exception to the general rule arises “when the parties have clearly and unmistakably agreed to delegate questions regarding the validity of the arbitration clause to the arbitrator.” (Nielsen Contracting, supra, 22 Cal.App.5th at p. 1108.) “The ‘clear 9 and unmistakable’ test reflects a ‘heightened standard of proof’ that reverses the typical presumption in favor of the arbitration of disputes.” (Aanderud v. Superior Court (2017) 13 Cal.App.5th 880, 892.) Therefore, “a party seeking to enforce a delegation clause must show that it was clear and unmistakable, and silence or ambiguity will be deemed insufficient.” (Tiri v. Lucky Chances, Inc. (2014) 226 Cal.App.4th 231, 242.) Steve argues the operating agreement’s reference to the AAA rules constitutes clear and unmistakable evidence that the parties intended to delegate questions of arbitrability to an arbitrator. Some cases have indeed taken that view, suggesting the incorporation by reference of rules empowering arbitrators to decide gateway questions of arbitrability—such as the AAA rules—can serve as clear and unmistakable evidence of an intent to delegate such questions to the arbitrator. (See, e.g., Dream Theater, Inc. v. Dream Theater (2004) 124 Cal.App.4th 547, 557 [incorporation of AAA rules was clear and unmistakable evidence of parties’ intent to delegate]; Rodriguez v. American Technologies, Inc. (2006) 136 Cal.App.4th 1110, 1123 [parties evidenced their intent to delegate questions of arbitrability to an arbitrator by incorporating the American Arbitration Association’s Construction Industry Rules]; see also Brennan v. Opus Bank (9th Cir. 2015) 796 F.3d 1125, 1130 [“incorporation of the AAA rules constitutes clear and unmistakable evidence that the contracting parties agreed to arbitrate arbitrability”].) Other cases have reached the opposite conclusion, often in cases involving unsophisticated parties with unequal bargaining power. (See, e.g., Beco v. Fast Auto Loans, Inc. (2022) 86 Cal.App.5th 292, 306 [incorporation by reference of arbitration rules was not enough to satisfy clear and unmistakable test in employment context because there was no evidence the employee “had any idea what the AAA [employment] rules might have meant, much less that he focused on this issue or knowingly agreed to delegate such disputes to an arbitrator”]; Gostev v. Skillz Platform, Inc. (2023) 88 Cal.App.5th 1035, 1052 [reference to AAA rules was insufficient to prove the consumer, an unsophisticated party, considered and consciously agreed to delegate the issue]; see 10 also Eiess v. USAA Federal Savings Bank (N.D.Cal. 2019) 404 F.Supp.3d 1240, 1253 [“Although incorporation by reference may fairly be deemed a clear and unmistakable delegation where there are sophisticated parties, a different result may obtain where one party is unsophisticated. For an unsophisticated plaintiff to discover she had agreed to delegate gateway questions of arbitrability, she would need to locate the arbitration rules at issue, find and read the relevant rules governing delegation, and then understand the importance of a specific rule granting the arbitrator jurisdiction over questions of validity—a question the Supreme Court itself has deemed ‘ “rather arcane” ’ ”].) We need not decide between these lines of authority, as we conclude the delegation ship has sailed. “A delegation clause is merely a specialized type of arbitration agreement.” (New Prime Inc. v. Oliveira (2019) 586 U.S. 105, 112; see Malone v. Superior Court (2014) 226 Cal.App.4th 1551, 1559 [“courts have treated the delegation clause as a separate agreement to arbitrate solely the issues of enforceability”].) As such, the right to require delegation can be abandoned—or forfeited—like any other contract right. (See, e.g., Williams v. West Coast Hospitals, Inc. (2022) 86 Cal.App.5th 1054, 1071 (Williams), disapproved on other grounds by Hohenshelt v. Superior Court (2025) 18 Cal.5th 310, 331 [“a contractual right to an arbitral resolution of [a gateway] issue does not of itself divest the court of jurisdiction: the parties may abandon—or forfeit—the contractual right and submit the matter to the court”].) That is what happened here. Steve forfeited his delegation argument by raising it for the first time in supplemental briefing, without analysis and without leave of the court. (See Mendoza v. Trans Valley Transport (2022) 75 Cal.App.5th 748, 770 (Mendoza) [employer forfeited delegation argument raised for first time “in their reply papers in a cursory manner buried under an [unrelated] argument”]; see also Haydon v. Elegance at Dublin (2023) 97 Cal.App.5th 1280, 1286 [residential care facility forfeited delegation argument by failing to raise the argument in moving papers, and providing “no reasoned argument to support 11 this assertion” in reply].) Doing so deprived Angelo and Kyriakos of an opportunity to present evidence of contract defenses to the delegation clause, including waiver. (See Mendoza, supra, at p. 770 [“Submitting an issue to a judicial forum for resolution of arbitrable issues, coupled with failure to request arbitration, has been found to constitute waiver of the right to arbitrate”]; see also Najarro v. Superior Court (2021) 70 Cal.App.5th 871, 889 (Najarro) [delegation clauses are subject to state law contract defenses].) It also deprived the trial court of an opportunity to consider the issue on a developed record. (See Hewlett-Packard Co. v. Oracle Corp. (2021) 65 Cal.App.5th 506, 548 [forfeiture rule “ ‘ “is based on fairness—it would be unfair, both to the trial court and the opposing litigants, to permit a change of theory on appeal” ’ ”]; see also Cable Connection, Inc. v. DIRECTV, Inc. (2008) 44 Cal.4th 1334, 1350, fn. 12 [“ ‘A party is not permitted to change his position and adopt a new and different theory on appeal. To permit him to do so would not only be unfair to the trial court, but manifestly unjust to the opposing litigant’ ”].) On the record before us, the trial court impliedly found Steve forfeited any argument he might have made concerning the delegation clause. (Mendoza, supra, at pp. 770-771.) We agree. Steve resists this result, arguing Angelo and Kyriakos had an opportunity to address the delegation issue in their own supplemental briefing, and the trial court managed to address the issue in its order. That being so, Steve argues forfeiture was not necessary as a matter of fairness or “due process.” Not so. As we have suggested, delegation clauses are subject to contract defenses, many of which are fact specific. (See, e.g., Najarro, supra, 70 Cal.App.5th at pp. 879-882 [finding delegation clause unenforceable based on fraud in the execution].) Whether the incorporation by reference of an arbitration provider’s rules constitutes clear and unmistakable evidence of an intent to delegate can also be highly context dependent. (See, e.g., Mondragon v. Sunrun Inc. (2024) 101 Cal.App.5th 592, 605-606 [incorporation by reference of arbitration provider’s rules may be clear and unmistakable delegation in some contexts but not 12 others].) Steve’s failure to timely raise the delegation issue meant Angelo and Kyriakos lost their chance to present evidence relevant to those defenses. Thus, though Angelo and Kyriakos briefly addressed delegation in their supplemental brief, they were never given an opportunity to respond to a properly presented motion to compel arbitration of gateway issues, and the trial court had no occasion to rule on one. Under the circumstances, we cannot say forfeiture was unwarranted as a matter of fairness or “due process.” (See Mendoza, supra, 75 Cal.App.5th at pp. 769-770 [“ ‘Appellate courts are loath to reverse a judgment on grounds that the opposing party did not have an opportunity to argue and the trial court did not have an opportunity to consider. [Citation.] In our adversarial system, each party has the obligation to raise any issue or infirmity that might subject the ensuing judgment to attack’ ”].) In the alternative, Steve invites us to consider delegation in the exercise of our discretion. We decline to do so. “We have discretion to permit parties to raise new issues in appellate briefing where the issue posed is a pure question of law based on undisputed facts and involves important questions of public policy. [Citation.] But the enforceability of a delegation clause is not a pure question of law.” (Williams, supra, 86 Cal.App.5th at p. 1072.) Again, we do not know how Angelo and Kyriakos would have responded to a properly presented motion to compel arbitration under the delegation clause, and we cannot presume they would have agreed with Steve that the material facts were actually undisputed. (Ibid.) We therefore decline to consider Steve’s newly developed delegation argument. That leaves the question whether the trial court erred in determining that Steve failed to establish the existence of an agreement to arbitrate the dissolution dispute. We consider that question next. C. Steve Failed to Establish the Existence of an Agreement to Arbitrate the Dissolution Dispute Setting the delegation issue aside, Steve argues the trial court erred in denying the arbitration petition because the operating agreement “clearly requires arbitration of this 13 dispute.” (Emphasis omitted.) Specifically, Steve argues the trial court erred because the parties have a dispute about the interpretation of the operating agreement, and the arbitration provision requires that any such dispute be arbitrated. We are not persuaded. “Arbitration of a claim is appropriate ‘only where the court is satisfied that the parties agreed to arbitrate that dispute.’ ” (Moritz v. Universal City Studios LLC (2020) 54 Cal.App.5th 238, 246.) “To determine whether a contractual arbitration clause requires arbitration of a particular controversy, the controversy is first identified and the issue is whether that controversy is within the scope of the contractual arbitration clause.” (In re Tobacco Cases I (2004) 124 Cal.App.4th 1095, 1106.) “Whether an arbitration agreement applies to a controversy is a question of law to which the appellate court applies its independent judgment where no conflicting extrinsic evidence was introduced in the trial court.” (Brookwood v. Bank of America (1996) 45 Cal.App.4th 1667, 1670.) The dissolution petition seeks relief under the Act. Specifically, the dissolution petition seeks decrees requiring Steve to sign a certificate of dissolution for Greener Farms and deliver the certificate to the Secretary of State (§§ 17702.04, 17713.06) and decrees authorizing Kyriakos to oversee the winding up of Greener Farms’ affairs and prohibiting Steve from interfering with that process (§ 17707.04). The controversy raised by the dissolution petition was whether the Act’s default provisions applied to Greener Farms, such that dissolution and winding up could be accomplished by a 50 percent vote. (§ 17707.01, subd. (b).) In order to determine whether the arbitration petition was properly denied, we must decide whether that controversy—the controversy raised by the dissolution petition—comes within the scope of the operating agreement’s arbitration provision. (In re Tobacco Cases I, supra, 124 Cal.App.4th at 1106.) Having identified the controversy, we next consider the scope of the agreement to arbitrate. “ ‘ “[T]he decision as to whether a contractual arbitration clause covers a particular dispute rests substantially on whether the clause in question is ‘broad’ or ‘narrow.’ ” ’ [Citations.] A broad clause includes language that requires arbitration of 14 ‘ “ ‘any claim arising from or related to’ ” ’ the agreement. [Citations.] [¶] A narrow clause, on the other hand, typically includes language that requires arbitration of ‘a claim, dispute, or controversy “arising from” or “arising out of” an agreement, i.e., excluding language such as “relating to this agreement” or “in connection with this agreement.” ’ [Citation.] Narrow arbitration clauses are generally interpreted ‘ “ ‘to be more limited in scope’ ” ’ [citations] and ‘apply only to disputes regarding the interpretation and performance of the agreement.’ ” (Ahern v. Asset Management Consultants, Inc. (2022) 74 Cal.App.5th 689-690.) The arbitration provision in the operating agreement is particularly narrow, omitting any reference to disputes “related to” the agreement. (Ibid.) We next decide whether the controversy presented by the dissolution petition falls within the scope of the operating agreement’s narrow arbitration provision. Again, the arbitration provision covers “any dispute … regarding the interpretation” of the operating agreement. Steve says the dissolution petition “clearly” presents such a dispute because “one party [Steve] interprets the attempt to dissolve Greener Farms, LLC, as an act which is contrary to the provisions of the Tri-City Investors Operating Agreement, and … another party [Kyriakos] interprets it as an act which is not contrary to the provisions of that agreement.” We disagree. The dissolution petition does not seek to enforce any term of the operating agreement. Neither does the dissolution petition require interpretation of the operating agreement. To the contrary, the dissolution petition disclaims reliance on the operating agreement. Steve does not suggest the dissolution petition presents any dispute regarding interpretation of the operating agreement. Instead, he observes that the operating agreement requires “the Company” (defined as Tri-City Investors) to “support having [Conaway Preservation Group] enter into an agreement with Greener Farms … for the ‘Hunting Rights’ on the terms described in the [separate operating agreement for Tri-City Water].” Steve’s observation is neither here nor there. That the operating agreement 15 requires Tri-City Investors to support the making of an agreement between Conaway Preservation Group and Greener Farms does not mean the dissolution petition raises an arbitrable dispute regarding interpretation of the operating agreement. Whatever tension may exist between supporting the making of an agreement for Greener Farms’ benefit, on the one hand, and dissolving Greener Farms, on the other, we conclude the dissolution petition does not raise “any dispute … regarding the interpretation” of the operating agreement. Steve does not point to any other agreement to arbitrate between the parties; therefore, we further conclude he failed to establish the existence of an agreement to arbitrate. III. DISPOSITION The orders denying the petition to compel arbitration and granting the petition for decrees regarding dissolution and wind up of Greener Farms, LLC are affirmed. Angelo and Kyriakos Tsakopoulos are entitled to their costs on appeal. (Cal. Rules of Court, rule 8.278(a)(1), (2).) /S/ RENNER, J. We concur: /S/ EARL, P. J. /S/ FEINBERG, J. 16