As arbitration agreements face growing judicial scrutiny, California appellate courts are taking a broader, more holistic view of employer onboarding practices and contract structures. Silva v. Cross Country Healthcare, Inc. (2025) marks a major development in this trend by holding that multiple employment-related agreements must be read together when determining fairness and enforceability. For employers, this case serves a clear warning: you cannot protect an arbitration agreement simply by placing one-sided terms in separate onboarding documents. Silva makes it more likely that courts will review all documents together, which may limit employers’ ability to rely on multi-document onboarding packets that reserve certain litigation advantage while requiring employees to arbitrate their claims.
In Silva, the California Court of Appeal affirmed the denial of a motion to compel arbitration after determining that two separate agreements signed during onboarding must be read together, and when combined, created a one-sided and unconscionable dispute-resolution policy. Cross Country Healthcare required its employees to sign an arbitration agreement for all employee claims, but in a separate employment agreement carved an exception, allowing only the employer to seek immediate court injunctions. This dual-contract approach created a non-mutual, one-sided dispute resolution framework.
The Court held that under California Civil Code § 1642, the two agreements formed a single, integrated contract because they were executed at the same time and governed the same employment relationship. When read together, the contract was clearly unconscionable. The employees were required to arbitrate any claims they would bring, while the employer reserved the right to litigate its claims. The nature of the agreements demonstrated procedural unconscionability, leaving employees no meaningful opportunity to negotiate or understand the consequences.
The Court found that the entire agreement was so undermined by the lack of mutuality that it would have to be rewritten, and therefore, refused to sever the individual provisions. Silva sends a strong message that employers cannot avoid scrutiny by placing terms more favorable to the employer in one document and an “unbiased” arbitration clause in another. California courts will look at the entire onboarding packet to determine fairness.
Practice Tips for Employers
- Ensure mutuality across all documents: If employees must arbitrate their claims, employers should not reserve exclusive access to court for their own favored causes of action.
- Avoid conflicting dispute-resolution terms: Restrictive covenants granting injunctive-relief rights in court may undermine the enforceability of an arbitration agreement.
- Review onboarding packets holistically: Courts will, not may, read multiple agreements together. Employers must ensure the combined effect is fair and balanced.
- Keep arbitration agreements standalone: Present them separately with clear, mutual terms and without competing language in other onboarding documents.
JoLynn M. (Scharrer) Klein is a shareholder at Hunt Ortmann Palffy Nieves Darling & Mah, Inc. and leads the Firm’s Labor & Employment and Insurance Practice. She can be reached at klein@huntortmann.com for further information and assistance.
