The Two Agreements Were Read Together As One Agreement.

        In Silva v. Cross Country Healthcare, Inc., B337435 (2/5  6.13/25) (Hoffstadt, Moor, Kim), employees Isabel Silva, Alejandro Garcia, and Janai Velasco challenged their employer’s attempt to compel arbitration of their wage-and-hour and related claims. Each plaintiff had signed two agreements at hiring: (1) an Arbitration Agreement requiring binding arbitration of nearly all employment-related claims, and (2) an Employment Agreement containing restrictive covenants and granting the employer the unilateral right to seek injunctive relief in court without posting a bond. The Employment Agreement also superseded contemporaneous agreements, including the Arbitration Agreement.

        The employees argued that the two documents must be read together under Civil Code section 1642, which provides that multiple contracts executed as part of one transaction should be construed jointly. The trial court agreed, finding that the combined effect of the two agreements was substantively unconscionable: employees had to arbitrate all claims they were likely to bring (e.g., wage, hour, and statutory claims), while the employer preserved court access for claims it was likely to bring (e.g., confidentiality, non-compete, and non-solicitation). The court further noted one-sided attorney fee provisions and forced concessions that breaches caused “irreparable harm” justifying injunctions without bond. It declined to sever offending terms, holding that the arbitration framework was “permeated by an unlawful purpose.”

        On appeal, the Court of Appeal affirmed. It rejected the employer’s arguments that the contracts should be considered separately, that mutuality existed, or that severance was required under federal law. The court stressed that allowing employers to evade precedent by splitting terms across multiple contracts would reward manipulative drafting.

        An employer cannot sidestep unconscionability precedent by requiring employees to sign separate contracts that, when read together, create an unconscionable arbitration framework favoring the employer.