FRANKLIN v. AMN HEALTHCARE LABOR DISRUPTION INC (2026)

ORDER GRANTING DEFENDANT AMN HEALTHCARE LABOR DISRUPTION, INC.’S MOTION TO COMPEL ARBITRATION AND TO STAY LITIGATION

Before the Court is Defendant AMN Healthcare Labor Disruption, Inc.’s (“AMN”) Motion to Compel Arbitration and to Stay Litigation. (Doc. No. 10.) The matter is fully briefed. (Doc. Nos. 10; 14; 15; see also Doc. Nos. 17–20, 23.)

For the following reasons, the Court GRANTS AMN's motion. (Doc. No. 10.) The parties are ORDERED to arbitrate Plaintiff Heather Franklin's (“Franklin”) claims against AMN. This action is STAYED pending arbitration. The Court further ORDERS the parties to submit a joint status report addressing the status of the arbitration on November 17, 2026, and every 60 days thereafter.

I. BACKGROUND

A. Factual Background

Franklin is an Ohio resident. (Doc. No. 1-2 ¶ 6.)

Around October 2025, AMN hired Franklin as a “Strikebreaker” and assigned Franklin to work as a traveling nurse at a healthcare facility in California. (Id. ¶ 11.) As a part of the hiring and assignment process, AMN provided Franklin with three documents that are relevant to this case. (See Doc. Nos. 10 at 6–7; 14 at 9–10.)¹

First, AMN provided and Franklin executed a Mutual Arbitration Agreement (“Arbitration Agreement”). (Doc. No. 10-2.) The Arbitration Agreement provides, in part:

COMPANY and Employee mutually consent to the resolution by binding arbitration of all claims (common law or statutory) that COMPANY might have against Employee, or that Employee may have against COMPANY that arise out of or relate to Employee's employment application, hiring, employment, and/or termination of employment with COMPANY, and/or any past or future employment application, hiring, employment, and/or termination of employment of Employee by or with COMPANY, to the fullest extent allowable under applicable law. Nothing in this Agreement prevents Employee from filing a complaint, charge, or other communication with any federal, state or local governmental or law enforcement agency (and recovering relief awarded by such agency). Nothing in this Agreement requires arbitration of any claim for workers’ compensation benefits; claims for unemployment compensation benefits or state or federal disability insurance; sexual harassment or sexual assault disputes arising under federal, state, local, or tribal law, unless the Employee elects to arbitrate these claims; whistleblower retaliation claims under the Sarbanes-Oxley Act (SOX) or the Dodd-Frank Act that cannot be arbitrated as a matter of law; or any other claims that under the law (after application of Federal Arbitration Act preemption principles) cannot be made subject to a pre-dispute agreement to arbitrate claims.

(Id. at 2.) According to AMN, it provided the Arbitration Agreement to Franklin on September 2, 2025, and Franklin executed it on October 3, 2025. (Doc. No. 10 at 6–7; see also Doc. No. 10-2 at 3.) The Arbitration Agreement was countersigned by Robin Johnson, the Group President of Nursing and Allied Solutions. (Doc. No. 10-2 at 3.)

Second, AMN provided and Franklin executed a Professional Services Agreement (“Services Agreement”). (Doc. No. 14-3.) As relevant here, the Services Agreement states, “[t]o provide Company's clients with discretion, Professional agrees not to discuss any confidential, financial, sensitive, or Proprietary Information ․ relating to the strike or Professional's work with Company with anyone in the news media.” (Id. at 3.) Proprietary Information is defined to

include documents and information about patients at any Facility and about Company employees, applicants, and candidates, including, but not limited to, personal and medical information, and shall also include information disclosed to Professional, either directly or indirectly, in writing or orally or by drawings or observation, known to Professional, or developed by Professional, alone or with others, in connection with Professional's employment with Company: (i) that is not generally known in the industry in which Company is or may become engaged; (ii) that has been created, discovered, developed, or otherwise become known to Company or in which property rights have been assigned or otherwise conveyed to Company; and (iii) that has material economic value or potential material economic value to Company's present or future business.

(Id.) By signing the Services Agreement, “Professional acknowledges that Company will be damaged if Proprietary Information is not treated as described in this Agreement.” (Id.) Franklin executed the Services Agreement on October 8, 2025. (Id. at 4.) The Services Agreement was countersigned by Kris Mitchell, the president of AMN. (Id.)

Third, AMN provided and Franklin executed a Confidentiality and Assignment of Rights Agreement (“Kaiser Agreement”). (Doc. No. 14-2.) Within its “Miscellaneous Provisions,” the Kaiser Agreement indicates that “[t]his Agreement will be governed by and construed in accordance with the laws of the State in which I primarily work, without giving effect to its conflict of law rules and I hereby expressly consent to the personal jurisdiction and venue of the state and federal courts located therein.” (Id. at 4.) Franklin executed the Kaiser Agreement on September 17, 2025. (Id. at 5.) It does not appear that anyone countersigned the Kaiser Agreement, although the Kaiser Agreement indicates that AMN supplied it to Franklin. (Id.)

B. Procedural Background

On October 21, 2025, Franklin initiated this matter as a putative class action in San Diego County Superior Court. (Doc. No. 1-2.) Franklin raised 10 claims under California law and stated that she may amend her complaint to raise a Private Attorneys General Act claim. (Id. ¶¶ 41–97.) Franklin served her complaint on AMN on November 10, 2025. (Doc. No. 1-7.)

On December 11, 2025, AMN removed the action to this Court. (Doc. No. 1.) On January 15, 2026, AMN filed the present motion. (Doc. No. 10.)

II. LEGAL STANDARD

The Federal Arbitration Act (the “Act” or “FAA”) applies to contracts “evidencing a transaction involving commerce.” 9 U.S.C. § 2; Brennan v. Opus Bank, 796 F.3d 1125, 1129 (9th Cir. 2015). There is a “liberal federal policy favoring arbitration agreements, notwithstanding any state substantive or procedural policies to the contrary.” Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983). “The overarching purpose of the [Act], evident in the text of §§ 2, 3, and 4, is to ensure the enforcement of arbitration agreements according to their terms so as to facilitate streamlined proceedings.” AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 344, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011). “[T]he Act leaves no place for the exercise of discretion by a district court, but instead mandates that district courts shall direct the parties to proceed to arbitration on issues as to which an arbitration agreement has been signed.” Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 218, 105 S.Ct. 1238, 84 L.Ed.2d 158 (1985).

Accordingly, the Act requires the Court, as a general matter, to determine “two ‘gateway’ issues: (1) whether there is an agreement to arbitrate between the parties; and (2) whether the agreement covers the dispute.” Brennan, 796 F.3d at 1130 (citation omitted). If the two factors are met, the Court must enforce the arbitration agreement in accordance with its precise terms. Kilgore v. KeyBank, Nat. Ass'n, 673 F.3d 947, 955 (9th Cir. 2012) (citation omitted).

The party seeking to compel arbitration “has the burden of proving the existence of an agreement to arbitrate by a preponderance of the evidence.” Knutson v. Sirius XM Radio Inc., 771 F.3d 559, 565 (9th Cir. 2014). “In determining whether a valid arbitration agreement exists, federal courts apply ordinary state-law principles that govern the formation of contracts.” Heckman v. Live Nation Ent., Inc., 120 F.4th 670, 680 (9th Cir. 2024), cert. denied sub nom. Live Nation Ent., Inc. v. Heckman, ––– U.S. ––––, 146 S. Ct. 96, 223 L.Ed.2d 10 (2025) (citation omitted). “Thus, generally applicable contract defenses, such as fraud, duress, or unconscionability, may be applied to invalidate arbitration agreements without contravening” federal law. Doctor's Assocs., Inc. v. Casarotto, 517 U.S. 681, 687, 116 S.Ct. 1652, 134 L.Ed.2d 902 (1996). “[T]he party opposing arbitration bears the burden of proving any defense, such as unconscionability.” Pinnacle Museum Tower Ass'n v. Pinnacle Mkt. Dev. (US), LLC, 55 Cal. 4th 223, 236, 145 Cal.Rptr.3d 514, 282 P.3d 1217 (2012).

III. DISCUSSION

AMN seeks to compel arbitration of Franklin's claims pursuant to the Arbitration Agreement. (Doc. No. 10 at 7–10.) Franklin does not dispute that the Arbitration Agreement constitutes an agreement to arbitrate between her and AMN, or that her claims are covered by the agreement. (See generally Doc. No. 14.) Instead, Franklin contends that the Federal Arbitration Act does not apply to her claims (id. at 11–15) and, in turn, the Arbitration Agreement is not enforceable under California law (id. at 15–18). Alternatively, if the Act does apply, Franklin asserts that the Arbitration Agreement is unconscionable and cannot be enforced (id. at 19–31).

Considering that Franklin does not dispute that the Arbitration Agreement constitutes an agreement between her and AMN or that her claims are covered by the agreement, the Court will focus its analysis on whether Franklin carries her burden of proving a defense to enforceability. See Pinnacle, 55 Cal. 4th at 236, 145 Cal.Rptr.3d 514, 282 P.3d 1217. She does not.

A. The Federal Arbitration Act applies.

Pursuant to Section 1 of the Act, “nothing herein contained shall apply to contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce.” 9 U.S.C. § 1.

Franklin contends that this Section excepts her and other traveling nurses from the Act's coverage “because traveling nurses belong to a class of workers whose work is inherently and continuously interstate.” (Doc. No. 14 at 11.) Citing New Prime Inc. v. Oliveira, 586 U.S. 105, 118–20, 139 S.Ct. 532, 202 L.Ed.2d 536 (2019), Franklin argues that Section 1’s exception applies to any worker whose “occupation is defined by moving across state lines at their employer's direction to deliver their services where interstate demand requires.” (Doc. No. 14 at 11–12.) Franklin adds that Southwest Airlines Co. v. Saxon, 596 U.S. 450, 456–57, 142 S.Ct. 1783, 213 L.Ed.2d 27 (2022), illustrates that Section 1’s “touchstone is whether the class of workers is integrated into and depends upon an ongoing stream of interstate transport directed by the employer.” (Doc. No. 14 at 12.)

Franklin's arguments miscomprehend 9 U.S.C. § 1. The Supreme Court has stated that Congress's use of the phrase “engaged in commerce” in the Act must “be afforded a narrow construction.” Circuit City Stores, Inc. v. Adams, 532 U.S. 105, 118, 121 S.Ct. 1302, 149 L.Ed.2d 234 (2001). Circuit City went on to explain that “Section 1 exempts from the FAA only contracts of employment of transportation workers.” Id. at 119, 121 S.Ct. 1302 (emphasis added). Thus, the relevant question is whether traveling nurses are transportation workers, see id., not whether their work “is inherently and continuously interstate” or whether they are “integrated and depend[ ] upon an ongoing stream of interstate transport directed by the employer” (Doc. No. 14 at 11–12).

Traveling nurses are not transportation workers. In reviewing why Congress may have excepted transportation workers from the Act's coverage, Circuit City noted that “[i]t is reasonable to assume that Congress excluded ‘seamen’ and ‘railroad employees’ from the FAA for the simple reason that it did not wish to unsettle established or developing statutory dispute resolution schemes covering specific workers.” 532 U.S. at 121, 121 S.Ct. 1302. Rather, by excepting transportation workers, “Congress[ ] demonstrated concern with transportation workers and their necessary role in the free flow of goods[.]” Id. (emphasis added). Against this backdrop, the relevant question for determining whether traveling nurses qualify as transportation workers is whether they play a “necessary role in the free flow of goods.” Id. In other words, are traveling nurses a “class of workers directly involved in transporting goods across state or international borders”? Southwest, 596 U.S. at 457, 142 S.Ct. 1783.

The answer to either formulation of this inquiry is no. Franklin claims that traveling nurses qualify as transportation workers because they are “ ‘directly involved in transporting’ what moves in commerce—here, people and their licensed services—across state borders.” (Doc. No. 14 at 13 (quoting Southwest, 596 U.S. at 457, 142 S.Ct. 1783).) Franklin's limited quoting of Southwest is conspicuous and fatal. Both Circuit City and Southwest heavily emphasize that the Act's exception applies to those who transport goods. See Circuit City, 532 U.S. at 121, 121 S.Ct. 1302 (citing transportation workers’ “necessary role in the free flow of goods”); Southwest, 596 U.S. at 457, 142 S.Ct. 1783 (applying exception to those “directly involved in transporting goods”). Insofar as Franklin does not assert that traveling nurses transport goods, Circuit City and Southwest militate against concluding that traveling nurses qualify as transportation workers. (Compare Doc. No. 14 at 13, with Circuit City, 532 U.S. at 121, 121 S.Ct. 1302, and Southwest, 596 U.S. at 457, 142 S.Ct. 1783.)

Nevertheless, the Court notes that the Ninth Circuit has been open to applying the Act's exception to “contracts of employees who actually transport people or goods in interstate commerce.” Craft v. Campbell Soup Co., 177 F.3d 1083, 1085 (9th Cir. 1998) (emphasis added); see also Capriole v. Uber Techs., Inc., 7 F.4th 854, 861–62 (9th Cir. 2021) (quoting Craft, 177 F.3d at 1085); Rittmann v. Amazon.com, Inc., 971 F.3d 904, 910 (9th Cir. 2020) (defining “commerce” to include “the transportation of persons as well as of goods, both by land and by sea”) (quoting Commerce, Black's Law Dictionary (2d ed. 1910)).

But even this broader definition does not remove Franklin's claims from the Act's coverage. Craft, Capriole, and Rittmann all indicate that the person transported by the employee must be someone else, not the employee herself. For instance, Capriole indicated that rideshare drivers who serve only airport passengers might be considered part of interstate commerce. See 7 F.4th at 863–67. Crucial to this scenario is the fact that the rideshare drivers transport airport passengers—i.e., other people—who are traveling in interstate commerce, not the driver him or herself. See id. Under these circumstances, Franklin's lack of argument that traveling nurses transport other people, and not just themselves, in interstate commerce precludes a finding that traveling nurses qualify as transportation workers. See id.

Franklin's reliance on New Prime and Southwest does not change the Court's analysis. Beginning with New Prime, Franklin claims that New Prime shows that Congress intended for Section 1 “to cover functionally transportation-centered roles, not just narrow job titles.” (Doc. No. 14 at 11.) In turn, Franklin reasons that traveling nurses must qualify as transportation workers “because their work is organized around continuous interstate deployment rather than local, fixed-site practice.” (Id. at 12.)

This analysis misses the mark. The relevant question before the Supreme Court in New Prime was “does the term ‘contracts of employment’ refer only to contracts between employers and employees, or does it also reach contracts with independent contractors.” 586 U.S. at 108, 139 S.Ct. 532. The Supreme Court held that the term encompasses contracts with independent contractors because in 1925, “a ‘contract of employment’ usually meant nothing more than an agreement to perform work.” Id. at 114, 139 S.Ct. 532. New Prime based this, in part, on the fact that “shipboard surgeons who tended injured sailors were considered ‘seamen’ though they likely served in an independent contractor capacity.” Id. at 119, 139 S.Ct. 532.

The Supreme Court's identification of “shipboard surgeons” as “seamen,” id., points to a key requirement for a person to qualify as a transportation worker under the Act and thereby fall under the Act's exception: the person must play a “necessary role in the free flow of [commerce],” Circuit City, 532 U.S. at 121, 121 S.Ct. 1302. It is readily apparent that a shipboard surgeon “who tended injured sailors” facilitated commerce by ensuring that the ship had able sailors to travel the seas. New Prime, 586 U.S. at 119, 139 S.Ct. 532. This aligns with the Supreme Court's approval of the Railroad Labor Board's interpretation of railroad employee “to refer to anyone ‘engaged in the customary work directly contributory to the operation of the railroads.’ ” Id. at 120, 139 S.Ct. 532. Thus, what matters is whether a worker plays any role in transporting or facilitating the transport of commerce interstate, see id., not whether the worker's work is organized around interstate deployment. (Cf. Doc. No. 14 at 12.)

Here, Franklin does not offer any evidence that traveling nurses play any role in transporting commerce. Instead, Franklin indicates that the traveling nurses are the objects of commerce that are being transported. (See id. at 13 (noting that the objects being moved in commerce are “people and their licensed services”).) In Franklin's own words, “[h]ospitals contract to have specific nurses physically transported to their facilities in other states.” (Id.) New Prime consequently does not support Franklin's reading of 9 U.S.C. § 1.

Southwest does not support Franklin for the same reason. Franklin points out that courts must consider the “actual work that the members of the class, as a whole, typically carry out.” (Doc. No. 14 at 12 (quoting Southwest, 596 U.S. at 456, 142 S.Ct. 1783).) But, again, Franklin does not identify any work performed by traveling nurses that constitutes transporting commerce. (See generally Doc. No. 14 at 12–13.)

Under these circumstances, Franklin has failed to carry her burden to establish that the Act does not apply. See Pinnacle, 55 Cal. 4th at 236, 145 Cal.Rptr.3d 514, 282 P.3d 1217. The Court accordingly finds that the Federal Arbitration Act applies.²

B. Franklin has not established that the AMN Agreements are unconscionable.3

Franklin next argues that even if the Act applies, the Arbitration Agreement is not enforceable because it is unconscionable. (Doc. No. 14 at 19–31.)

The Act recognizes that arbitration agreements are “valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity[.]” 9 U.S.C. § 2. California recognizes an unconscionability defense, which requires a party to establish both procedural and substantive unconscionability. Cocom v. ABM Aviation, Inc., 179 F.4th 1168, 1173 (9th Cir. 2026) (citing Armendariz v. Found. Health Psychcare Servs., Inc., 24 Cal. 4th 83, 114, 99 Cal.Rptr.2d 745, 6 P.3d 669 (2000)). Procedural unconscionability focuses on whether there is “ ‘oppression’ or ‘surprise’ due to unequal bargaining power” while substantive unconscionability focuses on whether an agreement produces “ ‘overly harsh’ or ‘one-sided’ results.” Armendariz, 24 Cal. 4th at 114, 99 Cal.Rptr.2d 745, 6 P.3d 669 (citation omitted). California courts apply a sliding scale: “the more substantively oppressive the contract term, the less evidence of procedural unconscionability is required to come to the conclusion that the term is unenforceable, and vice versa.” Id.

Preliminarily, the Court clarifies that it considers only two documents to be relevant to the unconscionability inquiry: the Arbitration Agreement and the Services Agreement. The Court refers to these documents as the “AMN Agreements.”

Considering the relevant documents, Franklin shows only that the AMN Agreements are procedurally unconscionable. She does not demonstrate that they are substantively unconscionable.

1. The AMN Agreements do not include the Kaiser Agreement.

Beginning with the agreements at issue, AMN asserts that the Court is limited to considering the Arbitration Agreement itself in testing its conscionability. (Doc. No. 15 at 10–11.) Alternatively, AMN suggests that even if the Court goes beyond the Arbitration Agreement itself, nothing in the Services Agreement is substantively unconscionable. (Id. at 11.) Meanwhile, Franklin asks the Court to look beyond the Arbitration Agreement and consider the Services Agreement and the Kaiser Agreement as well. (Doc. No. 14 at 19–30.)

Citing Alberto v. Cambrian Homecare, 91 Cal. App. 5th 482, 308 Cal.Rptr.3d 230 (2023), Franklin argues that the Court must consider the AMN Agreements and the Kaiser Agreement together because they are all part of a “single primary transaction.” (Doc. No. 14 at 21–22.)

Alberto does not go as far as Franklin argues. There, the California Court of Appeal approved of a trial court reading two separate agreements, a confidentiality agreement and an arbitration agreement, together in considering whether the arbitration agreement is enforceable. 91 Cal. App. 5th at 490–91, 308 Cal.Rptr.3d 230. In reaching this conclusion, the Alberto court relied primarily on California Civil Code § 1642, which establishes the “general rule that several papers relating to the same subject matter and executed as parts of substantially one transaction[ ] are to be construed together as one contract.” Id. at 490, 308 Cal.Rptr.3d 230 (quoting IMO Dev. Corp. v. Dow Corning Corp., 135 Cal. App. 3d 451, 463, 185 Cal.Rptr. 341 (1982)). Section 1642, however, introduces a crucial limitation: “[s]everal contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together.” Cal. Civ. Code § 1642 (emphasis added).

Applying this limitation, only two of the documents that Franklin asks the Court to consider are executed between the same parties: the Arbitration Agreement and the Services Agreement. (See Doc. Nos. 10-2 at 2 (“This Mutual Arbitration Agreement ․ is made between the employee or prospective employee receiving this Agreement ․ and AMN Healthcare Labor Disruption, Inc.”); 14-3 at 4 (executed by both Franklin and AMN's president).) It appears that only Franklin executed the Kaiser Agreement. (See generally Doc. No. 14-2.) In any event, the parties agree that AMN is not an executing party of the Kaiser Agreement. (Doc. Nos. 14 at 24 (“the [Kaiser] Agreement here is directly between Kaiser and Plaintiff”); 15 at 12 (“the [Kaiser] Agreement is solely between [Franklin] and Kaiser.”).) The timing of when the three agreements were executed also raises questions regarding whether they can be considered “parts of substantially one transaction.” Cal. Civ. Code § 1642. It appears that Franklin executed the Kaiser Agreement on September 17, 2025. (Doc. No. 14-2 at 5.) In contrast, Franklin executed the Arbitration Agreement on October 3, 2025 (Doc. No. 10-2 at 3; see also Doc. No. 10-1 ¶ 9 (explaining time zone difference)), and the Services Agreement on October 8, 2025 (Doc. No. 14-3 at 4). This stands in sharp contrast to Alberto, where the agreements at issue were signed on the same day. 91 Cal. App. 5th at 490, 308 Cal.Rptr.3d 230.

Under these circumstances, the Court assumes it can go beyond the Arbitration Agreement and finds it appropriate to consider the AMN Agreements—the Arbitration Agreement and the Services Agreement—in evaluating the enforceability of the Arbitration Agreement because they were executed between the same parties. See id. By the same token, because AMN did not execute the Kaiser Agreement, Alberto and California Civil Code § 1642 do not require the Court to consider the Kaiser Agreement in evaluating the Arbitration Agreement. 91 Cal. App. 5th at 490–91, 308 Cal.Rptr.3d 230.

In turn, the Court will not evaluate the merits of Franklin's unconscionability arguments based on the Kaiser Agreement. (See Doc. No. 14 at 22–27 (“Unilateral Carve-Out of Arbitrable Claims”; “One-Sided Waiver of Injunction Requirements”).)

2. Franklin demonstrates that the AMN Agreements are procedurally unconscionable to a limited degree.

Franklin claims that the Arbitration Agreement is procedurally unconscionable because it is an adhesive contract; Franklin lacks any legal training and did not think to have an attorney review the Arbitration Agreement; and AMN surprised her with the Services Agreement after she had signed the Arbitration Agreement. (Id. at 19–21.)

The Court finds that the AMN Agreements are procedurally unconscionable to a limited degree.

A contract of adhesion is “a standardized contract, which, imposed and drafted by the party of superior bargaining strength, relegates to the subscribing party only the opportunity to adhere to the contract or reject it.” Armendariz, 24 Cal. 4th at 113, 99 Cal.Rptr.2d 745, 6 P.3d 669 (quoting Neal v. State Farm Ins. Cos., 188 Cal. App. 2d 690, 694, 10 Cal.Rptr. 781 (1961)). AMN does not dispute that the AMN Agreements are adhesive. (See Doc. No. 15 at 10.) Rather, AMN asserts that the adhesive nature of the AMN Agreements does not make them unconscionable. (Id.)

“[T]he adhesive nature of the contract[s] is sufficient to establish some degree of procedural unconscionability.” Sanchez v. Valencia Holding Co., LLC, 61 Cal. 4th 899, 915, 190 Cal.Rptr.3d 812, 353 P.3d 741 (2015). It is, however, not sufficient to render the AMN Agreements unconscionable per se. Poublon v. C.H. Robinson Co., 846 F.3d 1251, 1261 (9th Cir. 2017).

Because of California's sliding scale approach, the Court considers whether Franklin provides any basis to establish heightened procedural unconscionability. When a contract is adhesive, “[t]he pertinent question ․ is whether circumstances of the contract's formation created such oppression or surprise that closer scrutiny of its overall fairness is required.” OTO, LLC v. Kho, 8 Cal. 5th 111, 126, 251 Cal.Rptr.3d 714, 447 P.3d 680 (2019) (citations omitted). “Oppression occurs where a contract involves lack of negotiation and meaningful choice, surprise where the allegedly unconscionable provision is hidden within a prolix printed form.” Id. (citations and emphasis omitted). “The circumstances relevant to establishing oppression include, but are not limited to (1) the amount of time the party is given to consider the proposed contract; (2) the amount and type of pressure exerted on the party to sign the proposed contract; (3) the length of the proposed contract and the length and complexity of the challenged provision; (4) the education and experience of the party; and (5) whether the party's review of the proposed contract was aided by an attorney.” Grand Prospect Partners, L.P. v. Ross Dress for Less, Inc., 232 Cal. App. 4th 1332, 1348, 182 Cal.Rptr.3d 235 (2015).

Here, the circumstances do not indicate that Franklin was oppressed into signing the AMN Agreements. AMN explains that it provided Franklin with the Arbitration Agreement on September 2, 2025. (Doc. No. 10-1 ¶ 9.) Franklin did not sign the Arbitration Agreement until a month later on October 3, 2025. (Id.; see also Doc. No. 10-2 at 3.) Thus, Franklin had a month to execute the Arbitration Agreement. Franklin also does not offer any evidence that AMN exerted any pressure on her to execute either of the AMN Agreements. (See generally Doc. No. 14.) These two factors thus appear to, at least, counterbalance the facts that the AMN Agreements comprise a total of five pages of text in relatively small font. (See Doc. Nos. 10-2; 14-3.)

Furthermore, although Franklin makes much of the facts that she lacks a legal background and did not have an attorney review the AMN Agreements (Doc. No. 14 at 20), the Court is hard-pressed to say that Franklin's education, experience, and opportunity to obtain attorney review weigh in favor of a finding of oppression. Even though Franklin does not identify her education, age, or how many years of experience she has as a travel nurse (see generally Doc. Nos. 1-2; 14), the Court assumes that Franklin's employment as a travel nurse requires some level of secondary education and/or training. This indicates some sophistication on Franklin's part. See Grand Prospect Partners, 232 Cal. App. 4th at 1352, 182 Cal.Rptr.3d 235. Additionally, although Franklin did not seek legal assistance for reviewing the AMN Agreements, it is clear that she had sufficient time to do so as her counsel filed the underlying complaint in this action on October 21, 2025—i.e., within 18 days of Franklin signing the Arbitration Agreement and 13 days of Franklin executing the Services Agreement. (Compare Doc. No. 1-2 at 21 (filing dated October 21, 2025), with Doc. Nos. 10-2 (Arbitration Agreement signed October 3, 2025) and 14-3 (Services Agreement executed October 8, 2025).) This is, notably, less time than the 31 days that Franklin took to sign the Arbitration Agreement. (Doc. No. 10-1 ¶ 9.)⁴

Franklin next insists that an element of surprise exists because AMN “imposed” the Services Agreement on her “after she had already executed the Arbitration Agreement, which she had reason to believe would not be altered through a subsequent agreement.” (Doc. No. 14 at 20.) AMN does not dispute that some element of surprise may be present. (See generally Doc. No. 15.)

In sum, the Court's evaluation of the Grand Prospect Partners factors weighs against a finding of oppression. However, AMN's silence on the issue of surprise leads the Court to conclude that the AMN Agreements included an element of surprise for Franklin. This plus the lack of dispute that the AMN Agreements are adhesive is sufficient to establish that a limited level of procedural unconscionability is present.

3. Franklin does not show that the AMN Agreements are substantively unconscionable.

Franklin presents two bases by which to argue that the AMN Agreements are substantively unconscionable: (1) the Services Agreement contains a one-sided damages clause, and (2) the Arbitration Agreement is based on an infinite duration and an overbroad scope. (Doc. No. 14 at 22, 27–30.)

Neither basis supports a finding of substantive unconscionability. As previously noted, substantive unconscionability focuses on whether an agreement produces “overly harsh” or “one-sided” results. Armendariz, 24 Cal. 4th at 114, 99 Cal.Rptr.2d 745, 6 P.3d 669. California courts recognize, however, that substantive unconscionability also requires “an absence of ‘justification’ ” for the overly harsh or one-sided result. See Stirlen v. Supercuts, Inc., 51 Cal. App. 4th 1519, 1532, 60 Cal.Rptr.2d 138 (1997) (quoting A&M Produce Co. v. FMC Corp., 135 Cal. App. 3d 473, 487, 186 Cal.Rptr. 114 (1982)).

Beginning with the purportedly “one-sided damages clause” (Doc. No. 14 at 22), California courts acknowledge that “a contract can provide a ‘margin of safety’ that provides the party with superior bargaining strength a type of extra protection for which it has a legitimate commercial need without being unconscionable.” Stirlen, 51 Cal. App. 4th at 1536, 60 Cal.Rptr.2d 138 (citation omitted). The “ ‘business realities’ that create the special need for such an advantage” must be explained in the contract itself or be factually established for the margin of safety exception to apply. Id.

Here, the Court has no trouble finding that the margin of safety exception applies. The Services Agreement explains that “[t]o provide [AMN's] clients with discretion, [Franklin] agrees not to discuss any confidential, financial, sensitive, or Proprietary Information ․ relating to the strike or Professional's work with Company with anyone in the news media.” (Doc. No. 14-3 at 3.) This language is sufficient to identify a business reality requiring an advantage for AMN. See Stirlen, 51 Cal. App. 4th at 1536, 60 Cal.Rptr.2d 138. Specifically, AMN and its client require extra protection to preserve AMN's client's bargaining position against striking workers. (See Doc. No. 14-3 at 3.)

Turning to Franklin's allegations that the Arbitration Agreement is rendered unconscionable by an indefinite duration and an overbroad scope, the Ninth Circuit's recent decision in Cocom, 179 F.4th 1168, forecloses a finding of substantive unconscionability on these grounds. In Cocom, the plaintiff challenged the conscionability of an arbitration agreement that established arbitration as the exclusive remedy for

[a]ny claim that the Company has against [the employee] or that [the employee] ha[s] against the Company, its past, present, and future parent(s), subsidiaries, affiliates, and/or their respective past, present, and future officers, directors, and/or employees, including but not limited to claims arising and/or relating in any way to [the employee's] hiring, [the employee's] employment or association with, [the employee's] compensation, and/or the end of [the employee's] employment with, the Company.

Id. at 1172. The arbitration agreement went on to enumerate specific claims covered, all of which related to the plaintiff's employment. Id. The enumerated claims did not cover, for example, tort suits. Id.; see also id. at 1175–76.

The district court concluded that the arbitration agreement at issue was substantively unconscionable based, in part, on its determinations that the agreement had an indefinite duration and lacked mutuality where an employer's “affiliates” could compel arbitration while the plaintiff would face greater obstacles to compelling arbitration. Id. at 1172–73.

The Ninth Circuit reversed the district court. Id. at 1171. First, Cocom highlighted that the arbitration agreement addressed a limited subject matter by requiring adjudication of only employment-related claims. Id. at 1175–77. Second, based on this limitation, the Ninth Circuit explained that the arbitration agreement's duration is inherently self-limiting because employment-related claims “stop accruing when the employment relationship ends.” Id. at 1177–78. The time in which claims may be brought would naturally then be curtailed by the relevant statute of limitations. Id. Third, and relatedly, the limited subject matter also restricts the potential actions that the employee, employer, and/or employer's affiliate(s) can bring to employment-related claims. Id. at 1178. This precludes the possibility of an employer or affiliate forcing the employee to arbitrate claims that bear no relationship to the employee's employment. Id.

The Court is unable to discern any material difference in the Arbitration Agreement's relevant language and that of the agreement at issue in Cocom. (Compare Doc. No. 10-2, with Cocom, 179 F.4th at 1172.) Like the Cocom agreement, the Arbitration Agreement limits its scope to “all claims (common law or statutory) ․ that arise out of or relate to Employee's employment application, hiring, employment, and/or termination of employment with COMPANY, and/or any past or future employment application, hiring, employment, and/or termination of employment of Employee by or with COMPANY.” (Doc. No. 10-2 at 2.) This language does not expand the Arbitration Agreement's scope to cover, for example, tort claims. (See id.) This limitation, in turn, naturally restricts the Arbitration Agreement's duration. See Cocom, 179 F.4th at 1177–78. It also establishes a material degree of mutuality between Franklin, AMN, and AMN's affiliates. Id. at 1178.

Under these circumstances, Cocom governs and establishes that Franklin's concerns regarding the duration and scope of the Arbitration Agreement do not rise to the level of substantive unconscionability. Id. at 1177–78.

* * *

In sum, the AMN Agreements are procedurally unconscionable because they are adhesive contracts that include an element of surprise. Nevertheless, Franklin has failed to establish that the AMN Agreements are substantively unconscionable. In the absence of substantive unconscionability, Franklin has not demonstrated that the AMN Agreements are unconscionable and unenforceable. See id. at 1173.

IV. CONCLUSION

In light of the foregoing, the Court FINDS that that Federal Arbitration Act applies to Franklin's claims. The Court further FINDS that the AMN Agreements are not unconscionable. The Court accordingly GRANTS the present motion to compel arbitration and to stay the action. The Court ORDERS the parties to submit a joint status report addressing the status of arbitration on November 17, 2026, and every 60 days thereafter.

IT IS SO ORDERED.

FOOTNOTES

1.   Page citations refer to the pagination generated by the Case Management/Electronic Case Files system.

2.   Because the Federal Arbitration Act applies, the Court does not address Franklin's arguments related to the enforceability of the Arbitration Agreement under California Labor Code § 432.6 and Gentry v. Superior Court, 42 Cal. 4th 443, 64 Cal.Rptr.3d 773, 165 P.3d 556 (2007). Franklin indicates that these California law-based arguments are relevant only if the Act does not apply. (Doc. No. 14 at 15.)

4.   The Court also notes that by signing the Kaiser Agreement, Franklin indicated thatI have read this agreement carefully, have had the opportunity to seek the advice of independent legal counsel, and I understand and accept the obligations that it imposes upon me without reservation. This agreement will not be construed against any party by reason of the drafting or preparation of this agreement. No promises or representations have been made to me to induce me to sign this agreement. I sign this agreement voluntarily and freely.(Doc. No. 14-2 at 4 (emphasis added).) Given that Franklin contends that AMN provided her with all three agreements at or around the same time as part of her onboarding process (Doc. No. 14-1 ¶¶ 5–8), the opportunity for Franklin to seek the advice of counsel for one agreement indicates that she had the opportunity to seek counsel for the other two.

Anthony J. Battaglia, United States District Judge