In Ramos v. Westlake Services LLC, 2015 WL 6605215, at *4 (Cal.App. 1 Dist., 2015), the Court of Appeal in an unpublished decision affirmed the denial of a petition to arbitrate because, apparently, the dealer gave the customer the wrong translated form of the RISC — one without an arbitration clause. “[T]he trial court found that while he had received a Spanish translation of the English Contract, the translation he received did not contain an arbitration agreement.” The Court of Appeal contains some interesting discussions about what documents need to be translated under Civil Code 1632 and the affect negotiations in foreign languages can have on the unconscionability analysis.
The circumstances of this case, however, are not typical. Spanish, not English, is Ramos’s primary language. When Ramos went to Pena’s Motors, he was greeted in Spanish and the negotiations for the purchase of the automobile were conducted primarily in Spanish. Pena’s Motors then provided Ramos with what purported to be a translation of the English language contract he was about to sign. In his declaration, which was prepared with the assistance of a Spanish translator, Ramos contended that he was not aware that the English contract he signed on July 2, 2011, contained an arbitration provision until he spoke with his attorney much later. All of these facts give rise to a reasonable inference that Ramos has a limited ability to understand English. (NORCAL Mutual Ins. Co. v. Newton(2000) 84 Cal.App.4th 64, 71[“[W]e must presume the court found every fact and drew every permissible inference necessary to support its judgment, and defer to its determination of the credibility of witnesses and the weight of the evidence.”].)9 The contract he ultimately signed, however, was in English. Under the general contract principles just discussed, the fact that Ramos signed a contract in a language he may not have completely understood would not bar enforcement of the arbitration agreement. If Ramos did not speak or understand English sufficiently to comprehend the English Contract, he should have had it read or explained to him. (See Randas, supra, 17 Cal.App.4th at p. 163; see also 1 Williston on Contracts (4th ed.) § 4:19[“[O]ne who is ignorant of the language in which a document is written, or who is illiterate [who] executes a writing proposed as a contract under a mistake as to its contents … is bound.”] ) Here, however, Ramos is not attempting to avoid the arbitration agreement because of his limited understanding of the English language. Rather, he is relying on the fact that Pena’s Motors provided him with what purported to be a Spanish translation of the English contract he was being asked to sign, a Spanish translation which did not contain the arbitration agreement. The trial court made a factual finding that the Ramos Translation was a “true and correct copy of the one [Ramos] was given” and that “the Spanish language translation of the RISC provided to Ramos at the time of the auto purchase transaction did not include an arbitration provision.” As a result of its factual findings, the trial court concluded, “by operation of … section 1632,” that Westlake “failed to establish the existence of an arbitration provision.” We agree with the trial court’s ruling denying the motion to compel arbitration but affirm on a different ground raised by Ramos, but not explicitly addressed by the trial court: there was no mutual assent because the arbitration agreement was hidden in the English Contract and not included in the Ramos Translation. This is a claim of fraud in the execution (otherwise known as fraud in the inception) of the arbitration agreement.10 We conclude that Westlake failed to establish an agreement to arbitrate because it did not demonstrate the existence of mutual assent. . . .In the instant case, however, the sole factual issue raised by the parties involved the question of which Spanish translation Ramos received. As discussed above, the trial court resolved this factual dispute in favor of Ramos. Beyond this, Ramos’s declaration is uncontradicted as Westlake failed to offer any declarations by a witness to the underlying automobile transaction. The only declarations offered by Westlake were authored by John Schwartz, a custodian of records for Westlake with no firsthand knowledge of what occurred when Ramos bought a used automobile from Pena’s Motors. Accordingly, there are no disputed facts that need to be resolved. Under Rosenthal, the issue is whether, on these facts, Ramos’s reliance on the Ramos Translation was reasonable. We hold that it was. By providing Ramos with a document that purported to be the Spanish translation of the English Contract they were asking him to sign, Pena’s Motors implicitly represented to Ramos that it was, in fact, accurate. Ramos was entitled to rely on this representation. The Ramos Translation was not just inaccurate. Rather, it completely omitted the arbitration agreement that Westlake now seeks to enforce. By providing Ramos a translation that did not even reference arbitration, let alone translate the terms of the arbitration agreement, Pena’s Motors “deprived [Ramos] of a reasonable opportunity to learn the character and essential terms of the [arbitration agreement he] signed.” (Rosenthal, supra, 14 Cal.4th at p. 428.) Our holding that Ramos’s reliance on the Ramos Translation was reasonable is supported by the existence of section 1632. As we detailed above, section 1632 requires merchants to provide translations of certain contracts (including retail installment contracts for automobiles) when those contracts are negotiated primarily in a foreign language. (§ 1632, subd. (b).) The Legislature enacted the statute to “increase consumer information and protections for the state’s sizeable and growing Spanish-speaking population.” (§ 1632, subd. (a)(1).) The very purpose behind this provision is to ensure that non-English speaking customers receive accurate information regarding the terms and conditions of the contracts they are being asked to sign. Given this, it would be anomalous to hold that Pena’s Motors was required to provide Ramos a translation of the English Contract, but that under all of the facts of this case Ramos was not entitled to rely on the accuracy of that translation. Ramos reasonably relied on a Spanish translation of the English Contract that Pena’s Motors provided him and that did not include the arbitration agreement. Accordingly, mutual assent as to the arbitration agreement is lacking, it is void, and the trial court correctly denied Westlake’s motion to compel arbitration. Because of our holding, we need not address the parties’ arguments regarding the scope of section 1632’s remedies or the trial court’s finding that the arbitration agreement was unenforceable due to unconscionability.
It seems to me that the Court could have relied on section 1632(j) and been done with it: “(j) The terms of the contract or agreement that is executed in the English language shall determine the rights and obligations of the parties. However, the translation of the contract or the disclosures required by subdivision (e) in any of the languages specified in subdivision (b) in which the contract or agreement was negotiated shall be admissible in evidence only to show that no contract was
entered into because of a substantial difference in the material terms and conditions of the contract and the translation.