Bennett v. VXI Global Solutions

Filed 11/13/26 CERTIFIED FOR PUBLICATION IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA SECOND APPELLATE DISTRICT DIVISION EIGHT TRACIE BENNETT, B346763 Plaintiff and Respondent, (Los Angeles County Super. Ct. No. 23STCV24278) v. VXI GLOBAL SOLUTIONS, LLC, Defendant and Appellant. APPEAL from an order of the Superior Court of Los Angeles County. David S. Cunningham III, Judge. Affirmed. Lathrop GPM, Laura Reathaford and Jeffrey Richmond for Defendant and Appellant. Lavi & Ebrahimian, Joseph Lavi, Jordan D. Bello, and Brett Szmanda for Plaintiff and Respondent. _________________________________  INTRODUCTION Defendant VXI Global Solutions, LLC (Global) appeals from the trial court’s order denying its motion to compel arbitration of plaintiff Tracie Bennett’s claims arising out of her employment with the company. The trial court refused to enforce an arbitration agreement between the parties after finding it was both procedurally and substantively unconscionable and that the unconscionability could not be cured through severance. We affirm. Although the execution of the parties’ arbitration agreement involved a low degree of procedural unconscionability, the agreement contains several substantively unconscionable provisions, including an unreasonably broad scope, unlimited duration, and lopsided application in favor of Global and the agreement’s third party beneficiaries. Because the agreement is permeated with illegality and its unconscionability cannot be cured through severance, we conclude the trial court did not abuse its discretion in refusing to enforce the agreement. BACKGROUND Global runs customer service call centers throughout the country. Global hired Bennett, who has a high school education, as an account associate in February 2023. Bennett worked for Global until April 2023. When Global hired Bennett, it gave her an approximately 100-page new hire packet, which included various policies and forms. An arbitration agreement and a confidentiality agreement were included in the middle of the packet. Bennett understood that she was required to sign the arbitration and confidentiality agreements as part of her hiring. 2  Bennett signed the arbitration and confidentiality agreements. Bennett did not consult an attorney before signing them. Global’s corporate counsel testified that Bennett “was provided with the opportunity during the new hire orientation to review the new hire packet before signing it.” The arbitration agreement, which was drafted by Global and reads as if it was written from Bennett’s point of view, states in pertinent part: “I recognize that differences may arise between [Global] (the “Company”) and me during or after my employment with the Company and that those differences may or may not be related to my employment.… [¶] I understand that any reference in this Agreement to the Company will be a reference to the Company and all of its past and present partners, officers, directors and employees; all subsidiary and affiliate entities, all benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them. “1. Claims Covered by this Agreement. The Company and I agree to resolve, by arbitration, all individual claims or controversies, except as excluded in paragraph 2 below, involving the Company and any of its past or present partners, officers, employees or agents, whether or not those claims or controversies arise out of my employment with the Company or the termination of my employment (“Claims”). Subject to the exclusions in paragraph 2, the Claims covered by this Agreement include, but are not limited to, claims for wages, bonuses, commissions or any other form of compensation; claims for breach of any contract, express or implied; tort claims; claims for discrimination or harassment, including but not limited to discrimination or harassment based on race, sex, religion, 3 national origin, age, marital status, physical or mental disability, medical condition or sexual orientation; claims for benefits; all claims for violation of or damages under any federal, state or other governmental law, statute, ordinance, Executive Order or regulation; and claims by the Company for injunctive and/or other equitable relief for, among other claims, unfair competition, the use or unauthorized disclosure or misappropriation of trade secrets or client information, the disclosure of any other confidential information or the violation of any confidentiality agreement which may be in effect between me and the Company. “2. Claims not Covered by the Agreement. This Agreement does not apply to or cover claims by me for workers’ compensation benefits or unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which may contain an arbitration or other dispute resolution procedure, in which case the provisions of such plan shall control; charges filed with any administrative or government agency (e.g., the National Labor Relations Board or the Equal Employment Opportunity Commission); and any other claim that cannot be referred to arbitration as a matter of law.” “5. Arbitration Fees and Costs. The Company shall pay the fees and costs of the arbitrator to the full extent required by law. The Company will deposit such funds for the Arbitrator’s fee, as the Arbitrator may determine to be necessary. Both the Company and I will pay our own costs and attorneys’ fees, unless otherwise required by law. “6. Interstate Commerce. I understand and agree that the Company is engaged in transactions involving interstate commerce and that my employment involves such commerce. 4  “7. Requirements for Modification or Revocation. This Agreement can only be revoked or modified by a writing signed by all of the partners of the Company and me which specifically states intent by both of us to revoke or modify this Agreement. “8. Sole and Entire Agreement. This is the complete agreement between the Company and me on the subject of the arbitration of disputes (except for any arbitration agreement in connection with any pension or benefit plan). This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject. Neither the company nor I is relying on any representations, oral or written, on the subject of the effect, enforceability or meaning of this Agreement except as specifically set forth in this Agreement. “9. Construction. If any provision of this Agreement is determined to be void or otherwise unenforceable, in whole or in part, such determination shall not affect the validity of the remainder of this Agreement.” “11. Survival of Provisions. This Agreement to arbitrate shall survive the termination of my employment and shall apply to any Claims whether they arise or are made during or after the ending of my employment or other relationship with the Company.” Finally, on its stand-alone signature page, the arbitration agreement states: “The Company and I acknowledge that we have both carefully read this Agreement, that all understandings between me and the Company relating to the subject matter of arbitration are contained in it, … and that … we have had an opportunity to discuss this Agreement with attorneys of our choice prior to signing it and we have used that opportunity to the extent we wish to do so.” 5  The confidentiality agreement, which Bennett signed on the same day she signed the arbitration agreement, provides in pertinent part: “EMPLOYEE agrees that disclosure or use of confidential information by EMPLOYEE, other than for the sole benefit of [Global] or by any nonsupervisory employees to engage in protected concerted activities under the [National Labor Relations Act], would be wrongful and would cause irreparable harm to [Global]. If EMPLOYEE is in doubt as to whether certain information is confidential, EMPLOYEE will treat such information as Confidential and proprietary information.” “EMPLOYEE agrees that he or she will not solicit any of [Global’s] employees for a competing business or otherwise induce or attempt to induce such employees to terminate their employment with [Global] during his or her employment and for a period of one (1) year following the termination of such employment.” “EMPLOYEE agrees that it would be difficult to measure damages to [Global] from any breach by EMPLOYEE of this Agreement, and that any harm to [Global] caused by such a breach would be difficult to calculate. For these reasons, money damages may be an inadequate remedy to [Global] for EMPLOYEE’S breach of this Agreement. EMPLOYEE acknowledges that, in addition to all other remedies it may have, [Global] will be entitled to temporary and permanent injunctive relief to enforce the provisions of the Agreement, and that such relief may be granted without prior actual notice and without the necessity of proving actual damages sustained by [Global].” In October 2023, Bennett filed a class action lawsuit against Global, asserting 10 causes of action, including claims for 6 failure to pay minimum wages and overtime, and failure to provide adequate meal and rest breaks. Global moved to compel arbitration of Bennett’s claims based on the arbitration agreement that Bennett signed. Bennett opposed Global’s motion, arguing, among other things, that the agreement was procedurally and substantively unconscionable and that the court should refuse to enforce the agreement because it was drafted in bad faith and permeated with illegality, and its unconscionable aspects could not be removed or limited without rewriting its terms. The trial court denied Global’s motion to compel arbitration. As a threshold matter, the court found that the arbitration agreement was governed by the Federal Arbitration Act (FAA) (9 U.S.C. § 1 et seq.). The court found that the agreement contained a low degree of procedural unconscionability because it was a contract of adhesion. Following the decision in Cook v. University of Southern California (2024) 102 Cal.App.5th 312 (Cook), the trial court found that at least two aspects of the arbitration agreement were substantively unconscionable: (1) the scope of the agreement was unreasonably overbroad because it expressly applies to claims unrelated to Bennett’s employment; and (2) the duration of the agreement was unreasonably long because it survived the termination of Bennett’s employment and could only be revoked or terminated by agreement between Bennett and Global. The court rejected Bennett’s other arguments that the agreement was substantively unconscionable, including her claims that it impermissibly restricted her ability to recover attorney fees and required her to waive her right to pursue a public injunction and a representative action under the Private Attorney Generals Act 7 of 2004 (PAGA) (Lab. Code, § 2698 et seq.). The court did not address Bennett’s arguments that the confidentiality agreement’s noncompete and nonsolicitation clauses, which she argued should be read together with the arbitration agreement, were unconscionable. Nevertheless, the court found that the arbitration agreement was unenforceable because its unconscionable aspects could not be severed or restricted without rewriting its terms. Global appeals. DISCUSSION 1. General legal principles Where, as here, an arbitration agreement is governed by the FAA, the agreement is “valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” (9 U.S.C. § 2.) Generally applicable contract defenses, like unconscionability, may be used to invalidate arbitration agreements without violating the FAA. (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 125 (OTO); Viking River Cruises, Inc. v. Moriana (2022) 596 U.S. 639, 650 (Viking River).) “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.” (OTO, supra, 8 Cal.5th at p. 125.) The party resisting enforcement of an arbitration agreement has the burden to establish unconscionability. (Ramirez v. Charter Communications, Inc. (2024) 16 Cal.5th 478, 492 (Ramirez).) Unconscionability has procedural and substantive elements. (Ramirez, supra, 16 Cal.5th at p. 492.) Procedural unconscionability looks at the “ ‘circumstances of contract 8 negotiation and formation, focusing on oppression or surprise due to unequal bargaining power.’ ” (Ibid.) This element typically is established by showing the agreement is a contract of adhesion, which is a standardized contract that is imposed and drafted by the party with superior bargaining power and relegates to the other party only the opportunity to sign or reject it. (Ibid.) Substantive unconscionability focuses on the “ ‘fairness of an agreement’s actual terms,’ ” looking at whether the agreement will create unfair or one-sided results. (Ramirez, supra, 16 Cal.5th at p. 493.) “Substantively unconscionable contractual clauses ‘reallocate risks in an objectively unreasonable or unexpected manner.’ ” (Ibid.) Both procedural and substantive elements must be present to deem an agreement’s term unconscionable, but they need not be present to the same degree. (Ramirez, supra, 16 Cal.5th at p. 493.) Courts apply a sliding scale analysis, where the more procedurally unconscionable a contract term is, the less evidence of substantive unconscionability is required to conclude the term is unenforceable, and vice versa. (Ibid.) Unconscionability is determined with reference to when the contract was formed “and cannot be resolved by hindsight by considering circumstances of which the contracting parties were unaware.” (Ibid.) Where, as here, the evidence is undisputed, we review de novo a trial court’s order denying arbitration on the grounds that the agreement to arbitrate is unconscionable. (Ramirez, supra, 16 Cal.5th at p. 493.) 2. The arbitration agreement and the confidentiality agreement should be read together As a threshold matter, we must determine whether the arbitration agreement and the confidentiality agreement should 9 be read together when evaluating whether the arbitration agreement is unconscionable. We conclude that they should. Under Civil Code section 1642, separate agreements that relate to the same subject matter and were executed in the same transaction should be construed together as one contract. (§ 1642; Fuentes v. Empire Nissan, Inc. (2026) 19 Cal.5th 93, 109 (Fuentes).) “According to that rule, documents executed as part of a single transaction are construed together, even if they do not expressly refer to one another.” (Alberto v. Cambrian Homecare (2023) 91 Cal.App.5th 482, 490 (Alberto).) The arbitration agreement and the confidentiality agreement were included in Bennett’s new hire packet and signed by Bennett on the same day. They were executed as part of the same transaction—Bennett’s hiring—and they address similar subject matters—the resolution of disputes between Bennett and Global. The arbitration agreement broadly addresses how disputes between Bennett and Global are to be resolved, while the confidentiality agreement addresses, among other things, how disputes over alleged breaches of the confidentiality agreement are to be resolved. Because the arbitration agreement and the confidentiality agreement were executed as part of the same transaction and address similar subject matters, they should be read together. (Alberto, supra, 91 Cal.App.5th at pp. 490–491.) Failing to read these two agreements together “artificially segments the parties’ contractual relationship. Treating them separately fails to account for the overall dispute resolution process the parties agreed upon.” (Id. at p. 491.) Unconscionability in the confidentiality agreement will, therefore, affect whether the arbitration agreement is unconscionable. (Ibid.) 10 3. Procedural unconscionability The trial court found that the arbitration agreement had a low degree of procedural unconscionability because it was a contract of adhesion. Global does not contest this finding. While Bennett agrees that the agreement is an adhesion contract, she argues “significantly more procedural unconscionability existed” because she also presented evidence of oppression and surprise. As we explain, the agreement’s formation involved a low degree of procedural unconscionability. Adhesion contracts ordinarily contain at least a low degree of procedural unconscionability. (Ramirez, supra, 16 Cal.5th at p. 494.) Whether even closer scrutiny of an adhesion contract’s fairness is required turns on the level of oppression and surprise that were involved in the agreement’s formation. (Fuentes, supra, 19 Cal.5th at p. 104.) Oppression exists when a contract involves a lack of negotiation and meaningful choice. (OTO, supra, 8 Cal.5th at p. 126.) The circumstances relevant to establishing oppression include the amount of time the weaker party is given to consider the proposed contract, the amount and type of pressure exerted on that party to sign the proposed contract, and the length of the proposed contract and the length and complexity of the challenged provision. (Id. at pp. 126–127.) Here, there is little evidence of additional oppression, aside from the fact that the arbitration agreement is an adhesion contract. There is no evidence that Global pressured Bennett to sign the agreement in a short period of time. Likewise, there is no evidence that Bennett was not afforded a reasonable opportunity to review the agreement, either by herself or with the aid of an attorney, before she signed it. Indeed, the last page of 11 the agreement, which includes Bennett’s signature, states in clear and simple language that Bennett acknowledged she “carefully read” the agreement, that “all understandings” between Global and Bennett were contained in the agreement, and that Bennett “had an opportunity to discuss the Agreement with attorneys” and “used that opportunity to the extent [she] wish[ed]” before signing the agreement. Bennett points to evidence that she has only a high school education and was unfamiliar with arbitration and arbitration agreements when she signed the agreement in this case. Bennett did not, however, testify that she had difficulty understanding the terms of the agreement, nor does she otherwise explain how her education level limited her ability to understand the agreement’s terms. As for the length and complexity of the agreement, Bennett does not argue that the agreement is unreasonably long. She does contend, however, that the agreement is complex and difficult to parse. We disagree. While some of the sentences in the agreement are long—one sentence identifying the covered claims spans 15 lines—its language is not particularly complex or difficult to understand. Indeed, the agreement describes the types of covered and excluded claims in clear and relatively simple language without being riddled with “statutory references and legal jargon.” (See OTO, supra, 8 Cal.5th at p. 128.) In sum, the parties’ execution of the arbitration agreement involved a low degree of procedural unconscionability. Accordingly, a high degree of substantive unconscionability is required to render the agreement unenforceable. (Ramirez, supra, 16 Cal.5th at p. 493.) 12 4. Substantive unconscionability “The substantive unconscionability analysis ‘examines the fairness of a contract’s terms. This analysis “ensures that contracts, particularly contracts of adhesion, do not impose terms that have been 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.) The trial court found two aspects of the arbitration agreement were substantively unconscionable—its scope and duration. We agree that the arbitration agreement’s scope and duration are substantively unconscionable, but we also conclude that other aspects of the agreement are unconscionable. We discuss each aspect in turn. 4.1. The arbitration agreement’s unreasonable scope, unlimited duration, and lopsided application are substantively unconscionable The arbitration agreement’s opening paragraph states that Bennett recognizes that “differences may arise” between herself and Global, and that “those differences may or may not be related to [her] employment.” The agreement later states that Bennett must arbitrate “all individual claims or controversies,” except certain claims excluded elsewhere in the agreement, “whether or not those claims or controversies arise out of [her] employment with the Company or the termination of [her] employment.” The agreement also provides that it “shall survive the termination of 13 [Bennett’s] employment and shall apply to any Claims whether they arise or are made during or after the ending of [her] employment or other relationship with [Global,” and that it cannot be modified or revoked except by a written agreement to do so signed by the parties. When these provisions are read together, the arbitration agreement’s plain language requires Bennett to arbitrate any claim she has against Global (except for a narrow class of expressly excluded claims), even if her claim is wholly unrelated to her employment and arises well after she stopped working for the company. In other words, the agreement requires Bennett to arbitrate nearly any claim she could have against the company for the rest of her life, until she and Global agree to terminate the agreement. Several other courts have found substantively unconscionable similar language included in employment-related arbitration agreements. (See, e.g., Cook, supra, 102 Cal.App.5th at pp. 321–325 [agreement requiring for an indefinite duration the arbitration of “ ‘all claims, whether or not arising out of Employee’s University employment, remuneration or termination’ ”]; Stoker v. Blue Origin, LLC (2026) 120 Cal.App.5th 91, 107–108 [agreement requiring arbitration for an indefinite duration of “ ‘any and all claims, disputes, or controversies between the Company and me, including, without limitation, claims arising out of or relating to’ ” hiring process, employment, or termination]; Phan v. Knight Sacramento SU Inc. (2026) 121 Cal.App.5th 641, 654–656 [agreement requiring arbitration for an indefinite duration of “ ‘any claims’ ” the employee may have against the employer “ ‘that currently exist or that may arise in the future’ including ‘any and all claims which 14 arise out of the employment context or any other interaction/relationship we had, have or may have in the future’ ”].) Global does not dispute that it would be unconscionable to require Bennett to arbitrate claims wholly unrelated to her employment, including claims that arise or accrue well after her employment has ended. Instead, Global contends that we should read the arbitration agreement in a manner that limits its application only to claims that are related to Bennett’s employment. The company argues that it would have been unreasonable at the time the agreement was executed for the company or Bennett to expect the agreement’s scope to encompass claims unrelated to her employment. As a company that operates call centers, Global argues it is highly unlikely that Bennett and the company would ever interact with each other outside the context of Bennett’s employment. This is a far cry, Global claims, from the circumstances in Cook, where it was much more likely that the plaintiff employee could develop claims against the defendant university (or vice versa) for conduct unrelated to, or occurring after the completion of, the employee’s employment. (See Cook, supra, 102 Cal.App.5th at p. 318.) Global asserts that the likelihood that Bennett or the company would ever “actually develop[] claims against one another that are unrelated to Bennett’s employment is infinitesimal.” We reject this argument for a couple of reasons. First, it asks us to ignore the agreement’s terms. As we noted above, the agreement expressly states that Bennett must arbitrate “all individual claims or controversies … whether or not those claims or controversies arise out of [her] employment with the Company 15 or the termination of [her] employment.” (Italics added.) To endorse a reading of the agreement that limits its application only to claims related to Bennett’s employment would require us to ignore the italicized language or render that language surplusage. Such a reading “ ‘violates fundamental principles of contract interpretation.’ ” (Jenkins v. Dermatology Management, LLC (2024) 107 Cal.App.5th 633, 647.) Had Global intended for its arbitration agreement to apply only to claims related to Bennett’s employment, such as claims stemming from her hiring, her work for the company, her remuneration, or her termination, it easily could have used language to that effect. Second, Global’s argument that there is an infinitesimal chance that Bennett and the company would develop claims against each other that are unrelated to Bennett’s employment is undermined by another provision in the arbitration agreement, which defines the company in an exceedingly broad manner. The agreement’s second opening paragraph states that Bennett “understand[s] that any reference in this Agreement to [Global] will be a reference to the Company and all of its past and present partners, officers, directors and employees; all subsidiary and affiliate entities, all benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them.” (Italics added.) Further, Paragraph 1 of the agreement states that Bennett agrees to arbitrate “all individual claims or controversies … involving the Company and any of its past or present partners, officers, employees or agents … .” (Italics added.) Even assuming the odds are infinitesimally small that Bennett and Global would ever develop claims against each other unrelated to Bennett’s employment, the same cannot be said when the arbitration agreement requires Bennett to 16 arbitrate any claim she has against a broad class of individuals and entities. That Bennett must arbitrate any claim she has against Global’s past or present employees, officers, administrators, and agents also creates an issue of mutuality, which is a “paramount consideration” in evaluating the conscionability of a contract. (Alberto, supra, 91 Cal.App.5th at p. 492.) By expressly defining Global to include all past or present employees, officers, administrators, and agents, those individuals and entities are third party beneficiaries of the agreement. (Ronay Family Limited Partnership v. Tweed (2013) 216 Cal.App.4th 830, 839 [by expressly requiring arbitration of claims against the company’s “agents and registered representatives, the arbitration clause was intended to benefit” those third parties].) As such, those third parties can compel Bennett to arbitrate any claims she may have against them, regardless of whether they are related to her employment. (Ibid.) The same is not true, however, for claims that those third party beneficiaries may bring against Bennett, even if the claims do not relate to her employment. That is, Bennett cannot compel to arbitration claims brought by those third party beneficiaries without first making a showing that those beneficiaries accepted some benefit under the agreement. (Cook, supra, 102 Cal.App.5th at p. 328.) The agreement, therefore, creates a one-sided benefit in favor of its third party beneficiaries, a benefit that Global does not attempt to justify based on any legitimate “ ‘business realities.’ ” (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 117–118 (Armendariz).) In short, we conclude the arbitration agreement is substantively unconscionable because it requires Bennett to 17 arbitrate any claim she has against Global and all of its past or present employees, officers, administrators, and agents, even if her claims are wholly unrelated to her employment, and it requires her to do so until she and Global agree to terminate the agreement. Such a requirement reallocates risks in favor of Global and its third party beneficiaries in an objectively unreasonable manner. (Ramirez, supra, 16 Cal.5th at p. 493.) 4.2. The confidentiality agreement is substantively unconscionable Bennett also contends that the confidentiality agreement’s injunctive relief and noncompete provisions are substantively unconscionable. We agree. A contract provision is substantively unconscionable if it “ ‘authorizes the stronger party to obtain injunctive relief without establishing all of the essential elements for the issuance of an injunction.’ ” (Lange v. Monster Energy Co. (2020) 46 Cal.App.5th 436, 451 (Lange).) That is so because such a provision lacks mutuality and exceeds the employer’s legitimate need for a “ ‘margin of safety.’ ” (Alberto, supra, 91 Cal.App.5th at p. 492.) Here, the confidentiality agreement states that Bennett agrees her unauthorized disclosure or use of Global’s confidential information “would be wrongful and would cause irreparable harm to” Global. The confidentiality agreement also states that Global “will be entitled to temporary and permanent injunctive relief to enforce” the agreement, and “that such relief may be granted without prior actual notice and without the necessity of proving actual damages sustained by” the company. In other words, the confidentiality agreement entitles Global to injunctive relief for any breach of its terms by Bennett, without any requirement that the company prove the element of irreparable 18 harm. (See Jay Bharat Developers, Inc. v. Minidis (2008) 167 Cal.App.4th 437, 446 [irreparable harm is one of the factors courts must consider when deciding whether to issue an injunction].) Because Global identifies no legitimate commercial reason for a contractual provision that relieves it of the need to establish essential elements for the issuance of an injunction, the injunctive relief provision of the confidentiality agreement is substantively unconscionable. (Lange, supra, 46 Cal.App.5th at pp. 449–451.) The agreement’s nonsolicitation clause also is unconscionable. Business and Professions Code section 16600 renders void “every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind.” (AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) 28 Cal.App.5th 923, 935 (AMN).) Under this statute, an employer generally may not contract to prohibit a former employee from soliciting business from the employer’s other employees or clients. (Id. at pp. 936–939.) One exception exists where the nonsolicitation prohibition is tied to the former employee’s use of illegal means to solicit business, such as by using the employer’s trade secrets or confidential information. (ReadyLink Healthcare v. Cotton (2005) 126 Cal.App.4th 1006, 1017.) Here, the confidentiality agreement states that Bennett “agrees that … she will not solicit any of [Global’s] employees for a competing business or otherwise induce or attempt to induce such employees to terminate their employment with [Global] during his or her employment and for a period of one (1) year following the termination of such employment.” Because this provision is not limited to restricting Bennett from using illegal 19 means to solicit business from Global’s employees, it is invalid. (AMN, supra, 28 Cal.App.5th at pp. 936–939.) Because we must read the arbitration agreement together with the confidentiality agreement, the substantive unconscionability of the confidentiality agreement’s noncompete and injunctive relief provisions further render the arbitration agreement substantively unconscionable. 4.3. Conclusion Considering the arbitration agreement and confidentiality agreement together, we conclude that the arbitration agreement contains a high degree of substantive unconscionability. Accordingly, we need not address Bennett’s arguments that other provisions in the agreement are substantively unconscionable. We now turn our analysis to whether the trial court correctly refused to enforce the agreement. 5. Severance Under Civil Code section 1670.5, subdivision (a), if a contract or any term of a contract is unconscionable, the trial court may: (1) “refuse to enforce the contract”; (2) sever the unconscionable clause and “enforce the remainder of the contract”; or (3) “limit the application of any unconscionable clause as to avoid any unconscionable result.” (See Ramirez, supra, 16 Cal.5th at p. 513.) When determining whether to enforce an unconscionable contract, the court should consider whether its “ ‘central purpose … is tainted with illegality.’ ” (Ramirez, supra, 16 Cal.5th at p. 516.) If it is, the unconscionability cannot be cured, and the court should refuse to enforce the contract. (Ibid.) At this stage of the analysis, “no bright-line rule requires a court to refuse enforcement if a contract has more than one unconscionable 20 term.” (Ibid.) Nevertheless, “it is fair to say that the greater the number of unconscionable provisions a contract contains the less likely it is that severance will be the appropriate remedy.” (Id. at p. 517.) If the contract’s central purpose is not tainted with illegality, the court should determine whether it can cure the contract’s unconscionability by severing or restricting the unconscionable terms. (Ramirez, supra, 16 Cal.5th at p. 516.) If the court cannot cure the unconscionability without augmenting or rewriting the contract’s terms, it “should refuse to enforce the contract.” (Ibid.) “Courts cannot ‘rewrite agreements and impose terms to which neither party has agreed.’ ” (Ibid.) We review for abuse of discretion a trial court’s decision whether to refuse to enforce an unconscionable contract or sever its problematic terms. (Ramirez, supra, 16 Cal.5th at p. 513.) Although the trial court did not engage in an extensive discussion of why it refused to enforce the parties’ arbitration agreement, it found that it could not cure the agreement’s central unconscionability—i.e., its overbroad scope—“without rewriting the agreement.” As we explain, the court was correct in determining that the agreement’s unconscionability cannot be cured without reforming or rewriting its terms. We also explain why the agreement is tainted with illegality and for that additional reason, the court did not abuse its discretion in refusing to enforce it. (See D’Amico v. Board of Medical Examiners (1974) 11 Cal.3d 1, 18–19 [we review the trial court’s ruling, not its reasoning].) Although there is no bright-line rule rendering an arbitration agreement unenforceable based on the sheer number of its unconscionable terms, the greater the number of 21 unconscionable provisions, “the less likely it is that severance will be the appropriate remedy.” (Ramirez, supra, 16 Cal.5th at p. 517.) Here, we have determined that the agreement, when read together with the confidentiality agreement, includes at least five substantively unconscionable provisions, a considerable number. In addition, one of the central mechanisms of the arbitration agreement is riddled with overreach and unfairness— i.e., the requirement that Bennett arbitrate all present and future claims she may have against not just Global, but a broadly defined group of third party beneficiaries, regardless of whether any of those claims have anything to do with her employment or arise well after her employment ends, and without any reciprocal requirement that would force those third party beneficiaries to submit to arbitration any claims they may have against Bennett, whether related to her employment or not. Because unconscionability permeates the arbitration agreement, the trial court correctly refused to enforce it. (Ramirez, supra, 16 Cal.5th at p. 516.) Even if the arbitration agreement were not tainted with illegality, its unconscionability cannot be severed or limited without rewriting the agreement’s terms. To be sure, the problematic portions of the confidentiality agreement—the injunctive relief and nonsolicitation provisions—could be severed without fundamentally altering the arbitration agreement. But the same cannot be said for the unconscionable provisions contained in the arbitration agreement itself. For instance, Global asserts that we can strike from the agreement the phrases “and that those differences may or may not be related to [Bennett’s] employment” and “whether or not those claims or controversies arise out of [Bennett’s] 22 employment” to ensure the agreement applies only to claims relating to, or arising out of, Bennett’s employment. We disagree. Nothing in the agreement’s remaining language would limit its scope only to employment-related claims. Rather, after removing the language proposed by Global, the agreement would now state that it applies to “all individual claims or controversies” involving Global. That language, on its face, would still include any claims involving Global, including those unrelated to Bennett’s employment. To properly limit the scope of the agreement, we would need to add language that requires the parties to arbitrate only employment-related claims. As we already explained, courts cannot rewrite contracts or add terms to them to remove their unconscionable aspects. (Ramirez, supra, 16 Cal.5th at p. 516.) In short, we conclude that the trial court did not abuse its discretion when it found that the arbitration agreement’s central unconscionability could not be severed and refused to enforce the agreement. 6. Our unconscionability analysis is not preempted by the FAA Finally, the dissent argues that our use of the unconscionability doctrine to invalidate the parties’ arbitration agreement is preempted by the FAA. By refusing to enforce the parties’ arbitration agreement, the dissent argues that our decision and others like it, such as Cook, supra, 102 Cal.App.5th 312, display “an antipat