Full Opinion

IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON YAVOR ANGELOV, an individual, No. 88970-2-I Appellant, DIVISION ONE v. UNPUBLISHED OPINION GOOGLE LLC, a Delaware Limited Liability Company; and SAAD SYED, an individual, Respondents. BUI, J. — Yavor Angelov voluntarily resigned his employment at Google LLC, signed a separation and release agreement, and received a severance payment. He then commenced litigation against Google and his former manager, seeking declaratory judgment on the enforceability of the agreement and alleging claims including violations of the Washington Paid Family and Medical Leave Act. The trial court dismissed all claims on the pleadings. Because the release agreement is enforceable and precludes all of Angelov’s claims, we affirm. FACTS Yavor Angelov worked as a software engineering manager at Google LLC beginning in January 2021. In early January 2024, he transferred to a team under the supervision of Saad Syed within Google. In the new team, Angelov’s workload increased and the number of persons who directly reported to him also increased. Throughout 2024, Angelov’s workload increased until he found it unsustainable. In February 2025, Angelov’s physician recommended medical No. 88970-2-I/2 leave and treatment to address work-related health issues. Google approved his leave under the Washington Paid Family and Medical Leave Act (WPFMLA), Title 50A RCW, from February 10 to May 27, 2025. A week after Angelov returned to work, Syed issued a formal performance warning. During that meeting, a human resources consultant outlined alternatives to remaining at Google under the performance warning, including immediate resignation in exchange for a severance package. The human resources consultant provided Angelov with a draft Separation Agreement and Release offering 18 weeks of base salary as severance in exchange for a broad release of claims against Google. The draft was not intended to be signed by the parties, and Google reserved the right to modify the terms. Google demanded a decision within 72 hours and refused to extend the deadline. Google also declined to provide a completed version of the agreement, explaining a finalized agreement with the same terms would be provided on or soon after Angelov’s exit date. On June 5, 2025, Angelov submitted his resignation subject to execution of the promised agreement. Angelov received the final Separation Agreement and Release (SAR) on June 13. The SAR included a release of “any and all claims arising from or relating to your employment relationship with the Company and the termination of that relationship.” The release of claims applied to “any and all claims arising under any local, federal, state or municipal constitution, statute, regulation, ordinance, and common law,” as well as “any and all claims arising under state or local laws” listed in Exhibit A to the SAR. Exhibit A included the WPFMLA as a state law subject to the release. The terms of the SAR allowed 2 No. 88970-2-I/3 Angelov 21 days to consider the agreement and 7 days to revoke after its execution. Angelov signed the finalized SAR the day he received it. In July 2025, Angelov, acting as his own attorney, filed a complaint for damages against Google and Syed. He subsequently amended the complaint. The second amended complaint seeks declaratory judgment invalidating the SAR, violations of the WPFMLA, disability discrimination in violation of the Washington Law Against Discrimination, and wrongful discharge in violation of public policy. Google and Syed (together “Google”)1 filed a motion for judgment on the pleadings contemporaneously with their answer to the second amended complaint. Google argued that the SAR was valid and enforceable and barred Angelov’s claims. The trial court agreed, granting Google’s motion and dismissing the claims with prejudice. Angelov moved for reconsideration which the court denied. Angelov appeals. ANALYSIS The trial court granted Google’s motion for judgment on the pleadings under CR 12(c). We review a dismissal under CR 12(c) de novo. P.E. Systems, LLC v. CPI Corp., 176 Wn.2d 198, 203, 289 P.3d 638 (2012). The purpose of a CR 12(c) motion is to determine if a plaintiff can prove any set of facts that would justify relief. P.E. Systems, 176 Wn.2d at 203. The trial court considers only the factual allegations contained in the complaint and documents incorporated into 1 Google refers to both Google and Syed unless otherwise specified. 3 No. 88970-2-I/4 the pleading, including an operative contract if authenticity is not contested. Zurich Servs. Corp. v. Gene Mace Constr., LLC, 26 Wn. App. 2d 10, 20, 526 P.3d 46 (2023). This includes documents whose contents are alleged but not physically attached to the pleadings. Zurich Servs. Corp., 26 Wn. App. 2d at 20. In this case, the SAR is incorporated into the pleadings and properly considered in the CR 12(c) analysis. Additionally, “[o]n a CR 12(c) motion, ‘[f]actual allegations contained in the complaint are accepted as true[,]’ ” and “we grant the plaintiff the benefit of all reasonable inferences from the factual allegations in the complaint, as well as hypothetical facts consistent with the complaint.” Zurich Servs. Corp., 26 Wn. App. 2d at 20 (quoting Silver v. Rudeen Mgmt. Co., 197 Wn.2d 535, 542, 484 P.3d 1251 (2021)). Angelov asserts RCW 50A.35.030(2), the anti-waiver provision of the WPFMLA, voids the release of such claims in the SAR. He also argues the trial court erred by granting judgment on the pleadings when factual issues remain as to the enforceability of the SAR. WPFMLA Anti-Waiver Provision RCW 50A.35.030(2) states, “Any agreement by an individual to waive, release, or commute his or her rights under this title is void as against public policy.” Angelov argues RCW 50A.35.030(2) voids any agreement to waive an WPFMLA claim and, therefore, the trial court erred by dismissing the WPFMLA claims raised in his complaint. Google argues, and the trial court agreed, that the anti-waiver provision only applies prospectively such that “it does not prohibit 4 No. 88970-2-I/5 settlement of already-accrued WPFMLA claims based on past employer conduct.” The meaning of a statute is a question of law reviewed de novo. Dep’t of Ecology v. Campbell & Gwinn, L.L.C., 146 Wn.2d 1, 9, 43 P.3d 4 (2002). “The court’s fundamental objective is to ascertain and carry out the Legislature’s intent, and if the statute’s meaning is plain on its face, then the court must give effect to that plain meaning as an expression of legislative intent.” Campbell & Gwinn, 146 Wn.2d at 9-10. “When possible, we derive legislative intent solely from the plain language enacted by the legislature, considering the text of the provision in question, the context of the statute in which the provision is found, related provisions, and the statutory scheme as a whole.” State v. Evans, 177 Wn.2d 186, 192, 298 P.3d 724 (2013). If a statute is subject to more than one reasonable interpretation, then the statute is ambiguous and we engage in statutory construction, including consideration of legislative history to discern legislative intent. Evans, 177 Wn.2d at 192-193. “[A] statute is not ambiguous merely because more than one interpretation is conceivable.” City of Seattle v. Winebrenner, 167 Wn.2d 451, 456, 219 P.3d 686 (2009). Where the plain language is not ambiguous, statutory construction is unnecessary. Evans, 177 Wn.2d at 192. Under RCW 50A.35.030(2), “Any agreement by an individual to waive, release, or commute his or her rights under this title is void as against public policy.” Angelov claims, “[t]he plain language of the statute maps directly onto the Agreement: there is an agreement; the Agreement purports to release; what is 5 No. 88970-2-I/6 being released are rights under this title—specifically, Angelov’s PFMLA claims” as set forth in his complaint. However, in making this comparison Angelov conflates “rights” and “claims.” RCW 50A.35.030(2) prohibits waiver, release, or commutation of WPFMLA rights. The SAR did not waive, release, or commute Angelov’s WPFMLA rights during his employment. After termination, Angelov was no longer entitled to WPFMLA rights through Google. Instead, Angelov had potential legal claims arising from the rights he had accrued during his employment. The SAR was a negotiated financial settlement in exchange for release of those potential legal claims, including claims related to his WPFMLA rights. Thus, the SAR waived the claims related to the rights accrued during employment, not the WPFMLA rights themselves. Thus, the SAR does not violate the anti-waiver provision of the WPFMLA. Validity of the SAR Angelov does not dispute that he signed the SAR and received the severance payment. Instead, he alleges the SAR was signed under duress and is unconscionable. He argues the trial court erred by making factual determinations as to the validity of these claims during the pleading stage where the court was required to accept his allegations as true. We disagree. A. Duress Duress is a defense to enforcement of a contract and must be proven by the one seeking to escape liability. Retail Clerks Health & Welfare Trust Funds v. Shopland Supermarket, Inc., 96 Wn.2d 939, 944, 6 No. 88970-2-I/7 640 P.2d 1051 (1982). “The assertion of duress must be proven by evidence that the duress resulted from the other’s wrongful or oppressive conduct.” Retail Clerks, 96 Wn.2d at 944. “Generally, circumstances must demonstrate a person was deprived of his free will at the time he entered into the challenged agreement in order to sustain a claim of duress.” Retail Clerks, 96 Wn.2d at 944-45. Evidence that a contract is entered “under stress or pecuniary necessity is insufficient.” Retail Clerks, 96 Wn.2d at 944. Additionally, “[d]uress requires more than reluctance to accept or financial embarrassment.” Matthews v. Wenatchee Heights Water Co., 92 Wn. App. 541, 554, 963 P.2d 958 (1998). In his complaint, Angelov asserts the SAR is unenforceable due to duress because he “faced a 72-hour ultimatum: resign with severance or risk termination without severance,” and was given vague and unreasonable performance expectations as well as a performance warning that “intensified this risk.” Angelov’s claim demonstrates he was “not deprived of his free will,” but given the choice to resign with severance or continue at Google. Undoubtedly the choice was stressful and made reluctantly, but a claim of duress requires more than reluctance to accept or stress. See Matthews, 92 Wn. App. at 554; Retail Clerks, 96 Wn.2d at 944. Angelov’s complaint does not establish any deprivation of his free will due to wrongful or oppressive conduct by Google to prove duress. While we take the allegations in the complaint as true and consider all facts and hypotheticals in favor of Angelov, he has not provided facts to support a claim of duress to invalidate the SAR. 7 No. 88970-2-I/8 B. Unconscionability Angelov also argues the SAR is invalid due to substantive and procedural unconscionability. Unconscionable contractual provisions are not enforceable. Tadych v. Noble Ridge Constr., Inc., 200 Wn.2d 635, 641, 519 P.3d 199 (2022). “In Washington, we have recognized two categories of unconscionability: substantive and procedural,” and either is sufficient to void a contract. Tadych, 200 Wn.2d at 641. Whether an agreement is unconscionable is a question of law reviewed de novo. Tadych, 200 Wn.2d at 641. 1. Procedural Unconscionability An agreement is procedurally unconscionable “when a party with unequal bargaining power lacks a meaningful opportunity to bargain, thus making the end result an adhesion contract.” Burnett v. Pagliacci Pizza, Inc., 196 Wn.2d 38, 54, 470 P.3d 486 (2020). When considering a claim of procedural unconscionability, “we examine . . . (1) the manner in which the contract was entered, (2) whether [the parties] had a reasonable opportunity to understand the terms of the contract, and (3) whether the important terms were hidden in a maze of fine print, to determine whether a party lacked a meaningful choice.” Burnett, 196 Wn.2d at 54. The key inquiry is whether Angelov lacked meaningful choice. See Zuver v. Airtouch Commc’ns, Inc., 153 Wn.2d 293, 305, 103 P.3d 753 (2004). “[T]he fact that unequal bargaining power exists will not, standing alone, justify a finding of procedural unconscionability.” Zuver, 153 Wn.2d at 305. The complaint alleges procedural unconscionability because the SAR “was presented on a take-it-or leave-it basis (‘non-negotiable terms and 8 No. 88970-2-I/9 conditions’) with a 72-hour deadline, under open-ended threat of immediate discharge.” The SAR contradicts this claim. The terms of the SAR provided Angelov with 21 days to consider the agreement and advised him to consult with an attorney. The SAR also allowed seven days to revoke the agreement after its execution. The 72-hour deadline did not apply to the SAR, but to the decision to resign with severance or remain at Google. Angelov had ample opportunity to review the terms of the SAR prior to executing and a period to revoke afterwards. Additionally, Angelov appears to argue procedural unconscionability due to a lack of bargaining power as shown by the non-negotiable nature of the contract. However, unequal bargaining power is not procedurally unconscionable. Zuver, 153 Wn.2d at 305. As a result, the complaint fails to establish facts to support procedural unconscionability that would invalidate the SAR. 2. Substantive Unconscionability Substantive unconscionability focuses on the fairness of the terms or results. Tadych, 200 Wn.2d at 645. “A contract term is substantively unconscionable where it is ‘one-sided or overly harsh,’ ‘[s]hocking to the conscience,’ ‘monstrously harsh,’ or ‘exceedingly calloused.’ ” Tadych, 200 Wn.2d at 641 (quoting Gandee v. LDL Freedom Enters., Inc., 176 Wn.2d 598, 603, 293 P.3d 1197 (2013)). Angelov’s complaint alleges the SAR was “one-sided and oppressive,” and substantively unconscionable because it “affords no right to revoke.” The SAR contradicts Angelov’s claim of no right to revoke. The SAR specifically provided seven days following execution to revoke it. The complaint 9 No. 88970-2-I/10 supports the lack of an opportunity to revoke by alleging his “exit was publicly announced before any signature.” But this applies to the decision to resign, rather than execution of the SAR. The timing of the public announcement of his exit does not pertain to the terms of the SAR. Finally, Angelov contends the SAR is substantively unconscionable because it “offers only eighteen weeks of salary as a consideration while excluding unvested equity worth more than six times that amount.” 2 Angelov received 18 weeks of salary, a lump sum payment of over $100,000, under the terms of the SAR. The 18 weeks of salary does not “shock the conscience” as Angelov’s equity was unvested. Angelov’s complaint failed to allege facts that entitled him to relief from the SAR. Because the SAR is enforceable and precludes Angelov’s claims, we affirm the trial court’s dismissal on the pleadings. Affirmed. WE CONCUR: 2 He also states the SAR includes “an over-broad release” including the WPFMLA waiver. The waiver discussion above disposes of this issue. 10