Onboarding Documents That Contradict Each Other: The Santana v. Studebaker Lesson
Class Action Defense
When a California employer uses multiple onboarding documents, those documents need to work together. In Santana v. Studebaker Health Care Center, LLC (2026), an employee signed three arbitration-related documents containing overlapping yet inconsistent language, as well as a separate confidentiality agreement.
The trial court found the inconsistencies created a lack of mutual assent and, alternatively, rendered the arbitration agreement unconscionable. The Court of Appeal reversed, holding that the documents still showed a clear mutual intent to arbitrate and that the challenged provisions did not make the agreement substantively unconscionable.
The lesson for employers is straightforward: a severability clause can help preserve an arbitration agreement when one provision fails, but it cannot replace consistent drafting across the onboarding packet.
Key Takeaways
Santana v. Studebaker Health Care Center (2026) involved three separate arbitration-related onboarding documents whose inconsistencies initially led a trial court to conclude that no enforceable agreement to arbitrate existed.
The Court of Appeal reversed, holding that ambiguities across multiple documents don't automatically defeat clear mutual intent to arbitrate.
A wholesale PAGA waiver in the agreement was invalid, but the agreement's severability clause allowed the court to remove that single provision without voiding the entire agreement.
The court compelled the individual PAGA claim to arbitration while staying the representative claim. The court confirmed the same sequencing in Adolph v. Uber Technologies.
The court upheld the confidentiality agreement's injunctive-relief provision because it didn't require the employee to consent to an immediate injunction, avoiding a mutuality problem.
A severability clause is a safety net, not a substitute for drafting internally consistent onboarding documents.
What Happened in Santana v. Studebaker?
An employee at a skilled nursing facility signed three separate arbitration-related documents when a new employer acquired the facility, as well as a confidentiality agreement containing conflicting terms. After his employment ended, he filed a wage-and-hour class action that included a PAGA claim. The employer moved to compel arbitration of his individual claims.
The trial court denied the motion entirely, on two independent grounds:
1.
No enforceable agreement existed:
the conflicting and ambiguous terms across the three documents meant there was no clear mutual assent to arbitrate.
2.
Even if an agreement existed, it was unconscionable:
both procedurally and substantively, including an unenforceable wholesale PAGA waiver and problematic provisions in the confidentiality agreement, none of which the trial court would sever.
Why Did the Court of Appeal Reverse?
The Second Appellate District, Division Seven, disagreed with both grounds, but the reasoning matters more than the outcome because it shows exactly where the line sits.
On mutual assent: The court held that a few ambiguities across multiple documents don't automatically defeat a clear, shared intent to arbitrate. Read together, the documents reflected genuine agreement that employment disputes would go to arbitration, even though the specific mechanics weren't perfectly aligned across all three.
On unconscionability: The court found the agreement did reflect some procedural unconscionability, which the court noted is common in adhesion contracts generally, but found no substantively unconscionable terms serious enough to void the agreement.
The confidentiality agreement's injunctive-relief provision was not substantively unconscionable because it did not establish that a breach automatically caused irreparable harm, waive the bond requirement, or eliminate the employer's obligation to satisfy the ordinary requirements for injunctive relief.
On the PAGA waiver: The wholesale PAGA waiver in the original agreement was invalid. California law is settled on that point. But the agreement's severability clause allowed the court to strike only the invalid provision without voiding the rest of the agreement. Consistent with Viking River Cruises v. Moriana, the court directed the trial court to compel arbitration of the employee's individual PAGA claim while staying the representative PAGA claim pending completion of that individual arbitration.
What Saved This Agreement And What Almost Didn't
Factor | Outcome |
|---|---|
Ambiguity across three separate documents | Survived; didn't defeat mutual assent, though it was a close enough call to lose at the trial court level |
Procedural unconscionability (adhesion contract circumstances) | Present, but not fatal on its own |
Substantive unconscionability | Not found; the confidentiality agreement's terms were harmonized rather than treated as one-sided |
Wholesale PAGA waiver | Invalid on its own, but severable; the severability clause is what actually saved the broader agreement |
Individual PAGA claim | Compelled to arbitration |
Representative PAGA claim | Stayed pending the individual arbitration's outcome |
The employer ultimately prevailed because the Court of Appeal found that the documents, read together, demonstrated mutual assent; that the challenged provisions were not substantively unconscionable; and that the invalid PAGA waiver could be severed without destroying the remainder of the agreement.
Santana is part of a broader 2026 body of California arbitration decisions examining mutual assent, unconscionability, and the enforceability of arbitration agreements. Our guide on Fuentes v. Empire Nissan and what it means for arbitration enforceability covers a separate line of attack that courts are applying with similar scrutiny this year.
If you're reviewing your arbitration agreements because of Santana, now's the right time to check them against Fuentes as well, since both address the same underlying question: whether your paperwork actually holds up.
What California Employers Should Audit in Their Onboarding Documents
1.
Confirm every arbitration-related document says the same thing.
If your onboarding packet includes more than one document that touches on arbitration, such as a primary agreement, a confidentiality agreement, or a reference in an offer letter, review them together as a single contractual package.
2.
Don't rely on a severability clause as your only backstop.
It saved the agreement in Santana, but the case reached the Court of Appeal only because the trial court initially found the whole thing unenforceable. A working severability clause is a safety net, not a substitute for consistent drafting.
3.
Avoid a wholesale PAGA waiver entirely.
It's settled law that a broad, unqualified PAGA waiver is invalid. Draft around this from the start rather than relying on severability to clean it up later.
4.
Check your confidentiality agreement against your arbitration agreement specifically.
In Santana, the confidentiality agreement's injunctive-relief language was scrutinized for a potential mutuality issue. Make sure any carve-out for employer-side court access is narrow and clearly justified, not a blanket exception.
5.
Consolidate where possible.
Every additional standalone document signed during onboarding is another opportunity for inconsistent language to creep in over time, especially across multiple hiring cycles, HR staff changes, or company acquisitions.
6.
Audit existing agreements if your company has acquired another business,
as happened in Santana. Inherited onboarding documents from a prior employer are a common source of this kind of conflict. And if a PAGA claim is already part of the picture, our guide on what to do in the first 65 days after a PAGA notice covers the parallel timeline you're working against while this arbitration question gets sorted out.
If your onboarding packet includes multiple arbitration-related documents and hasn't been reviewed for internal consistency, that's worth doing before a dispute forces the question. Our Class Action Defense team reviews exactly this kind of multi-document arbitration structure.
If you want that review done proactively rather than in response to an active claim, schedule a paid one-hour consultation with the DefendMyBiz team.
Conclusion
Santana v. Studebaker Health Care Center, LLC is a useful reminder that an arbitration agreement does not exist in isolation when an employer uses multiple onboarding documents. Courts may read those documents together, and inconsistent language can create a threshold dispute over mutual assent before the merits of the underlying employment claims are even reached.
The Court of Appeal ultimately enforced Studebaker's arbitration agreement because the documents, read together, showed a clear intent to arbitrate. The challenged provisions were not substantively unconscionable, and the conflicting PAGA waiver could be severed without invalidating the remainder.
For employers, the practical lesson is straightforward: audit the entire onboarding packet, not just the arbitration agreement. Compare arbitration language against handbooks, ADR policies, confidentiality agreements, offer letters, and later amendments, especially after an acquisition or HR-system change.
A severability clause can protect an otherwise enforceable agreement when one provision is held unenforceable. It should never be the reason an employer feels comfortable leaving conflicting language in the first place.
If you're facing an arbitration enforceability dispute, DefendMyBiz offers a free 15-minute consultation. If you'd like a legal review of your existing onboarding packet before a dispute arises, that's a paid 1-hour consultation.
Frequently Asked Questions
What invalidates an arbitration agreement in California?
Can conflicting onboarding documents void an entire arbitration agreement?
Is a wholesale PAGA waiver enforceable in California?
What happens to a PAGA claim after arbitration is compelled?
Should confidentiality agreements be reviewed alongside arbitration agreements?
Can an employer use multiple arbitration documents during onboarding?
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