## Facts

- Barry J. Spinello, an experienced film industry professional, wrote a script titled “Adrian and the Toy People.”
- In 1988, Spinello’s agent submitted the script to Amblin Entertainment; Amblin returned it and declined to pursue it.
- In 1990, Spinello resubmitted the script directly to Amblin and was told it would be reviewed only if he signed Amblin’s standard submission agreement.
- Spinello consulted his literary agent, who advised that the agreement was standard; Spinello signed and returned it with the script.
- The submission agreement contained a clause requiring arbitration of any dispute arising from Amblin’s consideration of the submission.
- Amblin again rejected the script.
- Spinello later sued Amblin Entertainment, Universal City Studios, and Steven Spielberg, alleging they appropriated his ideas for a film.
- Defendants moved to compel arbitration under the submission agreement; the trial court denied the motion, and defendants appealed.

## Issues

1. Whether the arbitration clause in the 1990 submission agreement was unenforceable due to unconscionability or fraud in the inducement.
2. Whether Amblin waived arbitration by not requiring a submission agreement for the earlier 1988 submission, limiting the later arbitration clause’s application.
3. Whether Spinello’s claims fell within the scope of the arbitration clause.

## Decision

- The Court of Appeal reversed the order denying the motion to compel arbitration.
- The court remanded with directions to grant defendants’ motion to compel arbitration.
- The court held the arbitration clause was enforceable and applied to the dispute raised by Spinello’s lawsuit.
- The court rejected arguments based on unconscionability, waiver, and fraud in the inducement.

## Legal Principles

- Written arbitration agreements are generally enforceable, and courts must give substantial effect to the policy favoring arbitration.
- An arbitration clause may be invalidated for unconscionability only where the provision or process is fundamentally unfair; claims of unfairness must be supported by the circumstances of assent and the clause’s operation.
- A party’s sophistication and representation by an agent can defeat claims of procedural unconscionability based on surprise or lack of meaningful choice.
- A later signed agreement containing a broad arbitration clause may require arbitration of disputes related to the subject matter, notwithstanding an earlier submission that lacked such an agreement, absent a showing of waiver supported by the record.
- Fraud in the inducement requires evidentiary support; unsupported allegations do not justify refusing to enforce an arbitration clause.

## Conclusion

The Court of Appeal required arbitration because Spinello signed a standard submission agreement containing a broad arbitration provision, and the record did not support invalidation of that clause on unconscionability, waiver, or fraud grounds.


Spinello v. Amblin Ent. Inc., 29 Cal. App. 4th 1390 (Ct. App. 1994)