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Inaccurate Translation Invalidates Arbitration Agreement

The California Court of Appeal ruled that an automobile dealership that translated a sales contract into Spanish, but neglected to include the arbitration clause in the translated agreement, could not enforce the arbitration agreement. Ramos v. Westlake Services, LLC, A141353. Although the case involved a commercial transaction, it has important implications for employers who use arbitration agreements with employees whose primary language is other than English.

Plaintiff Alfredo Ramos purchased a used automobile from Pena’s Motors, an agent for Defendant Westlake Services, LLC. The negotiations between Ramos and Pena’s Motors’ representatives regarding the automobile were conducted primarily in Spanish, Ramos’ native language. While the automobile’s sales contract was in English, Pena’s Motors staff provided Ramos with what they purported to be a complete Spanish translation of the document. Ramos signed the English sales contract, which expressly stated that he had read and understood the arbitration clause.

However, the version of the contract translated into Spanish omitted the arbitration clause contained in the English version. Ramos later sued Westlake, claiming that an optional insurance policy he purchased with the automobile violated California’s unfair competition laws. Westlake moved to compel arbitration of Ramos’ claim based on the arbitration clause.

The Court of Appeal refused to enforce the arbitration agreement. While acknowledging that Ramos’ express certification of reading and understanding the English contract, which included the arbitration clause, would normally bind him to its terms, the court reasoned that the “circumstances of this case are not typical.” The court held that “there was no mutual assent” to arbitrate “because the arbitration agreement was hidden in the English Contract and not included” in the Spanish translation. Accordingly, Westlake’s failure to provide a translation of the sales contract’s arbitration clause meant that it could not prove Ramos agreed to arbitrate his dispute with Westlake.

Employees who have executed arbitration agreements and speak English as solely a second language will likely attempt to use Ramos to oppose the arbitration of disputes moving forward. Employers with arbitration agreements should ensure that employees whose primary language is not English receive and assent to arbitration agreements that they can indisputably understand.

Jackson Lewis P.C. © 2020National Law Review, Volume V, Number 338


About this Author

Dylan B. Carp, Jackson Lewis, unfair competition lawyer, trade secrets law attorney

Dylan B. Carp is a Principal in the San Francisco, California, office of Jackson Lewis P.C. He is a Certified Specialist in Appellate Law by The State Bar of California Board of Legal Specialization.

Mr. Carp has argued 10 appeals before federal and state courts. In addition to appeals and writs, Mr. Carp focuses his practice on unfair competition and trade secrets law, having second chaired a three-month unfair competition jury trial.

Mr. Carp also handles all aspects of litigation in...

Conor Dale, Jackson Lewis, Labor discrimination claims attorney, breach of contracts lawyer

Conor Dale is an Associate in the San Francisco, California, office of Jackson Lewis P.C. He has experience representing employers in state and federal employment litigation including wage and hour matters, discrimination claims, breach of employment contracts, and unfair competition claims.

Additionally, Mr. Dale has represented employers in front of numerous state and federal administrative agencies including the federal Department of Labor, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, the California Department of Labor Standards and Enforcement, California’s Employment Development Department, and the California Workers’ Compensation Appeals Board.