Nicholaus Rosonke v. Justin Pappan, et al.

1 WO 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA

9 Nicholaus Rosonke, No. CV-24-03663-PHX-DJH 10 Plaintiff, ORDER v. Justin Pappan, et al., 13 Defendants.

15 On March 7, 2025, Defendant Justin Pappan, Watts Operations, LLC, and Social Reflect Corporation (collectively, “Defendants”) filed a Motion to Compel Arbitration and Motion to Transfer Venue. (Doc. 11). Plaintiff Nicholaus Rosonke (“Plaintiff”) filed a Response (Doc. 16) opposing Defendants’ Motion, and Defendants thereafter filed a Reply (Doc. 18).

20 I. Background 21 Plaintiff’s Complaint arises from an employment dispute with Defendants. (See generally Doc. 1). Plaintiff claims he was not compensated for the work he performed for Defendants. (Id.) In response, Defendants submit a contract that they believe governs the adjudication of Plaintiff’s claims and compels arbitration or a change of venue. (See generally Doc. 11).

26 A. Plaintiff’s Complaint 27 Plaintiff alleges that, at all relevant times, each Defendant was his “employer” and that he was their “employee.” (Doc. 1 at ¶¶ 2–5). Defendant Justin Pappan (“Defendant Pappan”) is alleged to be the “sole shareholder” of Defendant Social Reflect Corp. (“Defendant SRC”), the “sole member/manager” of Defendant Watts Operations, LLC (“Defendant Watts”), and “the day-to-day decisionmaker for all material business decisions for both entities.” (Id. at ¶ 6). Plaintiff alleges that “these parties were sufficiently interrelated that all three Defendant[s] may be held jointly and severally liable as a “common enterprise” or “joint employer” and/or agents of one another with respect to Plaintiff for purposes of all of the causes of action herein.” (Id.) 8 Defendants “own and manage a fleet of private rental cars that are platformed through the Turo application.” (Id. at ¶ 14). In 2022, Plaintiff says he relocated to Arizona from Iowa, having been verbally promised by Defendant Pappan a role as operations manager that would match or exceed his previous annual income of $150,000. (Id. at ¶¶ 13, 15, 17). Upon starting his employment with Defendants, Plaintiff alleges that he “worked seven days a week, often for 10-12 hours a day,” and that his duties included “handling customer bookings of the cars, washing and maintaining cars, and resolving operational issues.” (Id. at ¶¶ 20–21).

16 As to compensation, Plaintiff alleges that he was “provided a room…and a limited monthly food budget.” (Id. at ¶ 19). However, his request to Defendants for payment based on his hours worked was unsuccessful, despite Defendants having no excuse for their refusal to pay. (Id. at ¶¶ 23–24). Plaintiff resigned in March of 2023 and claims, that same month, he received his only two paychecks, totaling $4,000.00 before withholdings. (Id. at ¶ 25). Plaintiff alleges that “Defendants otherwise utterly failed to pay minimum wage or overtime as required,” leading to his conclusion that they never intended to pay Plaintiff.

23 (Id. at ¶¶ 24, 26).

24 Consequently, Plaintiff brought suit against Defendants on December 20, 2024, claiming violations of the Fair Labor Standards Act (“FLSA”), Arizona minimum wage violation, Fair Wages and Healthy Families Act violation, fraud, and promissory estoppel.

27 (Id. at ¶¶ 28–65). In response to Plaintiff’s Complaint, Defendants filed a Motion to Compel Arbitration and a Motion to Transfer Venue. (Doc. 11).

1 B. The Contract 2 In support of the Motion to Compel Arbitration, Defendants point to a January 1, 2023, Vehicle Services Agreement (“VSA”) entered into between nonparty Social Reflect Operations, LLC (“SRO, LLC”) and Defendant Watts. (See Doc. 11-3). Plaintiff signed the VSA on behalf of SRO, LLC1 and Defendant Pappan signed on behalf of Defendant Watts.

7 The VSA identifies SRO, LLC as “Owner” and states that SRO, LLC is “the owner and operator of one or more Tesla motorized electric vehicles.” (Id. at 1). The agreement states that SRO, LLC “desires to utilize certain services offered by Watts to list, promote, and make available the Vehicles for short term use…by individuals…through ‘Turo’ peer- to-peer car sharing platform…and Watts wishes to provide such services to [SRO, LLC].”

12 (Id.) The VSA identifies a singular 2022 Tesla that SRO, LLC was seeking to list with Watts (the “Tesla”). (Id. at 14). The VSA requires SRO, LLC to obtain regular maintenance on the identified Tesla, make sure it is clean, drop off and pick up the car, and maintain proper automobile insurance on it. (Id. at 2–4). The VSA and the attached Form Statement of Work state that for a monthly service charge of $400, Watts would list and promote the Tesla, and, on a monthly basis, pay SRO, LLC a “Platform Revenue” generated through the Tesla’s listings on a monthly basis. (Id. at 12). The VSA’s Form Statement of Work obligates Watts to, among other things, list and promote the Tesla on Turo, store the Tesla between reservations, and collect and manage revenues generated on renting the Tesla. (Id. at 12).

22 The VSA makes clear that “[t]he parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer- employee relationship, a partnership, fiduciary, or agency relationship or any association or joint venture between the parties.” (Id. at ¶ 11). The VSA includes an arbitration The Court will take judicial notice of Doc. 11-4, the Articles of Organization for Social Reflect Operations LLC, showing Plaintiff as the sole member of the member-managed entity. See Khoja v. Orexigen Therapeutics, Inc., 899 F.3d 988, 999 (9th Cir. 2018) (noting that a court may take judicial notice of matters of public record without converting the motion into one for summary judgment).

1 agreement that states: 2 This Agreement and the relationship between the parties shall be construed under and governed by the laws of the State of Arizona, as if the Agreement was entered into and fully performed therein, without regard to the conflict 4 of law rules thereof. The parties agree that any dispute shall be finally settled by binding arbitration in Santa Clara County, California under the Federal Arbitration Act (9 U.S.C. §§ 1-307) and the then current rules of JAMS 6 (formerly known as Judicial Arbitration & Mediation Services) by one (1) arbitrator appointed in accordance with such rules. Where arbitration is not 7 required by this Agreement, the exclusive jurisdiction and venue of any 8 action with respect to the subject matter of this Agreement will be the state and federal courts located in Santa Clara County, California, and each of the 9 parties hereto waives any objection to jurisdiction and venue in such courts.

10 In any dispute resolution proceeding between the parties in connection with this Agreement, the prevailing party will be entitled to recover its reasonable 11 attorney’s fees and costs in such proceeding from the other party.

12 (Id. at ¶ 15). Defendants have moved to compel arbitration of Plaintiff’s employment claims pursuant to the VSA’s arbitration provision. They also invoke this provision as grounds to transfer venue to a California court. (Doc. 11 at 9).

15 II. Legal Standard 16 The Federal Arbitration Act (“FAA”) allows “[a] party aggrieved by the alleged failure, neglect, or refusal of another to arbitrate under a written agreement for arbitration [to] petition any United States District Court . . . for an order directing that . . . arbitration proceed in the manner provided for in [the arbitration] agreement.” 9 U.S.C. § 4. If a party has failed to comply with a valid arbitration agreement, the district court must compel arbitration. Id. The district court must also stay the proceedings pending resolution of the arbitration at the request of one of the parties bound to arbitrate. Id. at § 3.

23 In determining whether to compel arbitration, the court must limit its review to (1) whether a valid agreement to arbitrate exists and, if so, (2) whether the agreement encompasses the dispute at issue. Chiron Corp. v. Ortho Diagnostic Sys., Inc., 207 F.3d 26 1126, 1130 (9th Cir. 2000). If the answer is affirmative on both queries, then the court must enforce the arbitration agreement in accordance with its terms. Id. at 1130. If a genuine dispute of material fact exists as to these queries, a court should apply a “standard similar to the summary judgment standard of [Federal Rule of Civil Procedure 56].”

2 Concat LP v. Unilever, PLC, 350 F. Supp. 2d 796, 804 (N.D. Cal. 2004).

3 While the scope of an arbitration provision is determined by applying federal law, whether there is a valid agreement to arbitrate is determined “by applying general state- law principles of contract interpretation, while giving due regard to the federal policy in favor of arbitration by resolving ambiguities as to the scope of arbitration in favor of arbitration.” Wagner v. Stratton Oakmont, Inc., 83 F.3d 1046, 1049 (9th Cir. 1996).

8 Arbitration agreements governed by the FAA are presumed to be valid and enforceable. See Shearson/Am. Exp., Inc. v. McMahon, 482 U.S. 220, 226–27 (1987). The party opposed to arbitration bears the burden of showing the arbitration agreement is invalid or does not encompass the claims at issue. See Green Tree Fin. Corp.-Ala. v. Randolph, 531 U.S. 79, 92 (2000).

13 III. Discussion 14 The parties do not dispute that the VSA is a valid contract that contains an equally valid arbitration agreement. (Doc. 11 at 4; Doc. 16 at 1–2). Instead, the primary debate concerning validity is whether the Defendants can enforce the arbitration provision against Plaintiff, who is not a signatory to the VSA.

18 “Nonparties to a contract are generally not bound by an arbitration agreement.”

19 Benson v. Casa De Capri Enterprises, LLC, 502 P.3d 461, 464 (Ariz. 2022). However, “‘nonsignatories of arbitration agreements may be bound by the agreement under ordinary contract and agency principles.’” Comer v. Micor, Inc., 436 F.3d 1098, 1101 (9th Cir. 2006) (quoting Letizia v. Prudential Bache Securities, Inc., 802 F.2d 1185, 1187 (9th Cir. 1986)). State law, in this case Arizona’s, governs whether a nonsignatory is bound by an arbitration agreement. Benson v. Casa de Capri Enterprises, LLC, 980 F.3d 1328, 1331 (9th Cir. 2020), certified question answered, 502 P.3d 461 (Ariz. 2022). The principles available to bind non-signatories include incorporation by reference, assumption, agency, veil piercing/alter ego, equitable estoppel, and third-party beneficiary. Id. (citing Duenas v. Life Care Centers of Am., Inc., 336 P.3d 763, 772 (Ariz. App. 2014)).

1 The parties primarily dispute whether equitable estoppel or, more specifically, “direct benefits estoppel” binds Plaintiff to the arbitration agreement. “Under Arizona’s doctrine of direct benefits estoppel, a non-signatory may be bound to the terms of a contract when the non-signatory (1) knowingly exploits the benefits of an agreement ..., or (2) seeks to enforce terms of that agreement or asserts claims that must be determined by reference to the agreement.” Id. (quoting Austin v. Austin, 237 Ariz. 201, 348 P.3d 897, 906 (Ariz. Ct. App. 2015)) (internal quotation marks omitted). Defendants argue that Plaintiff’s claims for compensation and his claim that he is Defendant’s employee must be determined by reference to the VSA. (Doc. 11 at 6). Plaintiff disagrees and argues that the VSA is wholly separate from his employment claims. (Doc. 16 at 8).

11 In support of its argument, Defendants cite Board of Trustees of IBEW Local No. 640 and Arizona Chapter NECA Health and Welfare Tr. Fund v. Cigna Health and Life Ins. Co., 2022 WL 2805111, *1 (9th Cir. 2022). The plaintiff there alleged that the defendant schemed to obtain more compensation than it was entitled to and charged excessive fees to the ERISA plan. Id. at *1. The Ninth Circuit affirmed the district court’s conclusion that “that the ERISA plan at issue, even if separate from the Fund, is equitably bound by the Fund’s agreement to arbitrate under the principle of direct benefits estoppel.”

18 Id. (internal citation omitted). In so ruling, the court explained that “[d]etermining what compensation defendant was ‘entitled to’ or whether its fees were ‘excessive’ is impossible without reference to the Administrative Services Only [] Agreement, which specifies the fees that [defendant] may charge.” Id. 22 In contrast, the court in RLI Ins. Co. v. Natl. Constr. & Dev., Inc., 560 P.3d 330 (Ariz. Ct. App. 2024) ruled that an arbitration agreement contained in a construction contract could not be enforced against a nonsignatory plaintiff on the basis of direct benefits estoppel. Id. at 337. There, the construction contract was entered into between the defendant construction company and an individual. Id. at 333. After the individual failed to pay the defendant’s invoice and defendant filed a lien, the individual secured a “statutory discharge of lien bond” from the nonsignatory plaintiff. Id. The defendant attempted to compel arbitration with the plaintiff, arguing that “direct benefits estoppel applies because [plaintiff’s]’s obligations ‘arise[ ] out of [the individual’s] contractual obligation to pay [defendant] for the work it performed.’” Id. at 337. The court disagreed, stating that “[plaintiff’s]’s obligations arise from § 33-1004, the notice and claim of lien, and the bond agreement itself; they do not arise from the construction contract.” Id. Ultimately, the court concluded that the defendant had “not shown that either prong of the estoppel standard applies here: there is no suggestion that [plaintiff] exploited a benefit deriving from the construction contract, or that [plaintiff] was seeking to enforce terms of the construction contract.” Id. 10 The circumstances here are more analogous to those in RLI rather than those in IBEW. Plaintiff claims that Defendant Pappan “operates Defendant companies to own and manage a fleet of private rental cars…through the Turo application.” (Doc. 1 at ¶ 14). He further asserts that Defendant Pappan verbally promised him “a role as operations manager[.]” (Doc. 1 at ¶ 15). His alleged duties for Defendants included “handling customer bookings of the cars, washing and maintaining cars, and resolving operational issues.” (Id. at ¶ 21). Plaintiff maintains that he was not appropriately compensated for this work. (See id. at ¶¶ 23–26). His Complaint alleges several statutory claims for compensation as well as claims related to the alleged verbal promise.

19 By comparison, the VSA came about because “[SRO, LLC] desire[d] to utilize certain services offered by Watts to list, promote, and make available the Vehicles…through the ‘Turo’ peer-to-peer car sharing platform…and Watts wishes to provide such services to [SRO, LLC].” (Doc. 11-3 at 2). The VSA concerns the listing of a singular vehicle owned by Plaintiff and, essentially, amounts to a property management agreement. Indeed, SRO, LLC’s responsibilities are limited to standard upkeep of the vehicle, including “obtaining regularly scheduled maintenance of the Vehicles” and “making sure the Vehicles are clean at the start of each Listing Period.” (Id. at 3–4). The VSA stipulates that SRO, LLC is to pay Watts a monthly service fee of $400 for the Tesla, and Watts would pay the monthly “Platform Revenue” generated through the Tesla listings to SRO, LLC. (Id. at 12).

2 Plaintiff states that he had “no formal written employment agreement of any kind with any of the named Defendants at any time[.]” (Doc. 16-1 at 2). And the allegations regarding the terms of the verbal agreement in the Complaint are sparse. But the VSA does not serve as the basis for Plaintiff’s employment claims in the absence of a written employment agreement. In IBEW, the plaintiff’s claims squarely referred to the fees that were governed under an existing agreement, whereas here the wages and compensation sought by Plaintiff are not dictated by the VSA. The VSA is a narrow agreement concerning the rental of a singular car and is no way implicated by Plaintiff’s employment claims. Like RLI, Defendants’ alleged obligation to pay Plaintiff arises out of a source separate from the VSA—the alleged verbal employment contract.

12 Simply put, Plaintiff is not attempting to enforce the terms of the VSA or seek recovery from any non-payment or other breach related to the management or listing of his Tesla. See Legacy Carbon LLC v. Potter, 2017 WL 3710787, *7 (D. Hawai’i 2017) (“Cases applying direct benefits estoppel tend to involve nonsignatories asserting claims against signatories based on the underlying agreement.”); Jurosky v. BMW of N.A., LLC, 441 F. Supp. 3d 963, 970 (S.D. Cal. 2020) (finding equitable estoppel inapplicable to compel a purchase agreement’s arbitration provision in part because the plaintiff alleged “no duty, obligation, term, or condition imposed by the purchase agreement that [the defendant] breached”).2 Stated in another way, any recovery that may have been obtained from a breach of the VSA would in no way impact the recovery of unpaid wages at the heart of Plaintiff’s Complaint. Kramer v. Toyota Motor Corp., 705 F.3d 1122, 1131 (9th Cir. 2013) (declining to apply equitable estoppel to compel arbitration where the plaintiffs’ implied warranty claims against the defendant arose independently of the purchase agreements).

26 In sum, the Court can establish the nature of Plaintiff’s employment and determine Given the “dearth of Arizona precedent on this subject,” the Court will consider the well- reasoned decisions of other jurisdictions. See Crawford Prof. Drugs, Inc. v. CVS Caremark Corp., 748 F.3d 249, 260 (5th Cir. 2014) || the total compensation owed to Plaintiff for his alleged hours worked without reference to 2|| the VSA. Thus, Plaintiff is not bound by the arbitration agreement under direct benefits || estoppel, and compelling arbitration is inappropriate under these circumstances. Because 4|| Defendants’ Motion to Transfer is based on the VSA and the Court has determined that it || 1s not applicable here, Defendants’ Motion to Transfer is also denied.

6 Accordingly, 7 IT IS ORDERED that Defendants’ Motion to Compel Arbitration and Transfer || Venue (Doc. 11) is DENIED. An Order setting a Rule 16 Scheduling Conference will 9|| issue by separate Order.

10 Dated this 9th day of December, 2025.

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