## Facts

- Alfredo Ramos, a Spanish-speaking consumer, bought a used vehicle from Pena’s Motors; negotiations were conducted primarily in Spanish.
- Ramos also purchased a Guaranteed Auto Protection (GAP) contract offered by Westlake Services LLC in connection with the transaction.
- Ramos alleged he was not provided a Spanish translation of the GAP contract despite the primarily Spanish-language negotiations.
- The English sales contract Ramos signed included an arbitration clause.
- Ramos produced a Spanish-translated version of the sales contract that the dealership provided him; that translation omitted any arbitration provision, and Ramos declared arbitration was never discussed and he would not have agreed had he known.
- Westlake submitted a different Spanish version containing arbitration but did not authenticate that it was the translation actually provided to Ramos.
- Ramos sued Westlake asserting statutory claims tied to translation-related obligations and alleged consumer violations (CLRA, Civil Code § 1632, and UCL).

## Issues

1. Whether Westlake proved the existence of a valid agreement to arbitrate with Ramos.
2. Whether a consumer who negotiated primarily in Spanish could reasonably rely on a Spanish translation of contract terms that omitted arbitration, negating mutual assent.
3. Whether the dealership’s provision of the Spanish translation could be attributed to Westlake under agency principles for purposes of contract formation.

## Decision

- The Court of Appeal affirmed the order denying Westlake’s motion to compel arbitration as to Ramos.
- Westlake failed to carry its burden to prove an arbitration agreement existed because mutual assent to arbitration was not shown.
- Substantial evidence supported the trial court’s finding that Ramos received and relied on a Spanish translation that omitted arbitration.
- The dealership’s provision of the translation was treated as attributable to Westlake for purposes of evaluating assent.

## Legal Principles

- The party seeking to compel arbitration bears the burden of proving the existence of a valid arbitration agreement.
- An arbitration provision is enforceable only if the parties mutually assented to arbitrate; lack of assent defeats enforcement.
- When negotiations are conducted primarily in a non-English language and a translation is provided to the consumer, the consumer may reasonably rely on that translation to understand contractual terms.
- If an alleged principal’s agent provides a translation that omits a material term (such as arbitration), the principal may bear the consequences of the omission in determining contract formation.

## Conclusion

The court refused to compel arbitration because Westlake did not establish that Ramos agreed to arbitrate where the Spanish translation given to him, in a transaction negotiated primarily in Spanish, omitted any arbitration clause and Westlake could not prove Ramos received a translation containing that term.


Ramos v. Westlake Servs. LLC, 242 Cal. App. 4th 674 (Cal. Ct. App. 2015)