[00:00:15] Speaker 02: Good morning, Your Honors. [00:00:16] Speaker 02: My name is Noah Woods, and I represent defendant and appellant of Exotic of America, Inc. [00:00:22] Speaker 02: In this matter, I would like to reserve three minutes for my time for rebuttal, if necessary. [00:00:28] Speaker 02: Right. [00:00:28] Speaker 02: Your Honors, the question before the court is whether the district court committed reversible error when it denied appellant's motion to compel arbitration of plaintiff and appellee, Passion Gabriel's claims. [00:00:39] Speaker 02: Importantly, Your Honors, the district court correctly found that plaintiff entered into a 2015 dispute resolution agreement, or DRA for short. [00:00:49] Speaker 02: Despite this, the court committed reversible error when it nonetheless denied La Exotica's motion to compel arbitration based upon the erroneous determination that 2018 dispute resolution agreement superseded the 2015 dispute resolution agreement. [00:01:06] Speaker 02: The court reached this determination even though it's undisputed that Ms. [00:01:11] Speaker 02: Gabrielle opted out of the 2018 dispute resolution agreement. [00:01:16] Speaker 04: Is she opt out of the agreement or did she opt out of the arbitration proceedings? [00:01:23] Speaker 02: She opted the dispute resolution agreement, Your Honor. [00:01:31] Speaker 01: Which is, which is a part or a sub part of the 2018 guide, correct? [00:01:37] Speaker 01: Correct, your honor. [00:01:38] Speaker 01: She accepted. [00:01:39] Speaker 02: Correct, your honor. [00:01:42] Speaker 02: Ms. [00:01:42] Speaker 02: Gabrielle does not dispute. [00:01:44] Speaker 04: So how do you reconcile the fact that she accepted the guide and then she went to the drop down menu and it specifically gave the option of opting out of [00:02:01] Speaker 04: section two of the dispute resolution agreement procedures. [00:02:09] Speaker 04: Isn't it a fair inference that she just opted out of those? [00:02:13] Speaker 02: No, Your Honor, because Ms. [00:02:14] Speaker 02: Gabrielle did not opt out of the 2015 dispute DRA, the only way that she could terminate the 2015 DRA would be to agree to a new contract of the same subject matter. [00:02:28] Speaker 04: That being- Well, I don't know about that. [00:02:31] Speaker 04: So you're saying she had to agree to the 2018 dispute resolution procedures in order to nullify the 2015? [00:02:44] Speaker 02: Yes, Your Honor, because the language of the contract says so. [00:02:47] Speaker 01: That means you're saying that there's, in fact, no way for her to get out of the 2015 agreement, even though you presented to her [00:02:57] Speaker 01: the twenty eighteen guy that is if you had never presented the twenty eighteen guy [00:03:03] Speaker 01: your position clearly would have been she was stuck with what she had agreed to, right? [00:03:08] Speaker 01: Correct, she was stuck with the 2018. [00:03:10] Speaker 01: So then why did you present a 2018 guide at all with this apparent opt-out in it? [00:03:17] Speaker 01: Now maybe you didn't know that, maybe you didn't realize that you were giving her the option to opt out, but why did you provide the 2018 guide at all? [00:03:27] Speaker 02: Well, Your Honor, from time to time large companies like Luxottica roll out [00:03:32] Speaker 02: new employee handbooks, which is essentially what the employee guide is. [00:03:36] Speaker 02: They also roll out new arbitration agreements as the law changes. [00:03:39] Speaker 03: And so- Doesn't the 2018 guide state that it supersedes all prior agreements? [00:03:47] Speaker 03: I mean, I don't understand why after having that statement in the 2018 guide, the 2015 agreement is even in effect anymore. [00:03:57] Speaker 03: And she signed the 2018 guide. [00:03:58] Speaker 02: Because the 2018 guide explicitly says that it supersedes other agreements except for the dispute resolution agreement, which is separate. [00:04:09] Speaker 04: Where does it say, where does it accept the dispute resolution agreement from the superseding language? [00:04:16] Speaker 04: We're in the record. [00:04:18] Speaker 02: Well, let me show you. [00:04:20] Speaker 04: Well, just tell us in the record where [00:04:23] Speaker 04: The 2018 guide accepts the dispute resolution agreement from the superseding. [00:04:29] Speaker 02: Yes, Your Honor. [00:04:30] Speaker 02: If you go to ER 171. [00:04:37] Speaker 02: And at ER 171, the employment guide itself says, [00:04:49] Speaker 02: which is clear and ambiguous, except as provided in the following sentence, I acknowledge and agree that my employment with the company is conditioned upon my acceptance of the terms of these contractually binding agreements. [00:05:05] Speaker 02: Consistent with the terms of the dispute resolution agreement, however, I recognize that I have 30 days to opt out of that dispute resolution agreement. [00:05:16] Speaker 02: Absent exercising my right to opt out of that dispute resolution agreement within 30 days or selecting the opt-out checkbox if done electronically the company and I will be bound by its terms so that is But then does it's presumably [00:05:34] Speaker 01: What you're now arguing is that it could have said, and if you opt out, you are stuck with the 2015 DRA, even though you've accepted everything else in this guide. [00:05:46] Speaker 02: Yes, Your Honor. [00:05:47] Speaker 02: That's what the acknowledgment agreement says. [00:05:48] Speaker 02: That's not what it says. [00:05:50] Speaker 02: Well, it does, Your Honor, because if you look at the third bullet point on ER 171, it says, my signature below certifies that I understand that this agreement regarding my- 2018 agreement. [00:06:03] Speaker 02: Yes. [00:06:04] Speaker 02: Will is the sole and entire agreement between the company and I concerning the duration of my employment and the circumstances under which my employment can be terminated. [00:06:14] Speaker 02: And then it says, this agreement supersedes all prior agreements, understandings, and representations, whether written or oral, concerning my at-will employment with the company. [00:06:25] Speaker 02: So if you read that in conjunction with the bullet point two down, they are excluding the DRA. [00:06:33] Speaker 02: from the analogy. [00:06:34] Speaker 03: I don't get that reading at all from those two bullet points. [00:06:41] Speaker 03: I mean, it seems to me that this all refers to the 2018 DRA. [00:06:51] Speaker 03: She signs the guide, and then she opts out. [00:06:54] Speaker 03: I don't see how any of this language puts the 2015 DRA back into effect. [00:07:00] Speaker 03: I mean, it certainly doesn't say that. [00:07:02] Speaker 02: Well, because your honor, she doesn't sign the 2018 DRA. [00:07:04] Speaker 02: She opts out of it. [00:07:05] Speaker 02: So there's no contract. [00:07:07] Speaker 03: So how can a contract that was never assented to in terms of... If she had signed the 2018 guide, but then not opted out, would she be bound by the 2018 DRA? [00:07:20] Speaker 03: Yes, she would, because she did not... So she signed the guide, and then she opted out. [00:07:24] Speaker 03: So why hasn't she, by signing the guide, [00:07:29] Speaker 03: opts into all of this and the 2018 guide, 2018 DRA, and then she exercises her option to opt out of it. [00:07:38] Speaker 03: I mean, why doesn't that make the 2018 guide and DRA all that's in effect here, all that's relevant here? [00:07:44] Speaker 02: Because of the way that this is drafted, Your Honor, Waxotica intended to make those two things separate. [00:07:51] Speaker 02: One, the employee guide, which includes a confidentiality provision, which includes an invention provision, [00:07:57] Speaker 02: and other things. [00:07:58] Speaker 02: By checking this box, you're acknowledging that you've received these and you accept the terms as a condition of your employment. [00:08:05] Speaker 02: The carve-out is for the dispute resolution agreement, which they make separate. [00:08:09] Speaker 04: Counsel, what do we make of this language on page 172? [00:08:14] Speaker 04: the opt out of dispute resolution agreement states, when an employee elects to opt out, she agrees that she is not entitled or required to participate in or utilize the arbitration procedures described in dispute resolution agreement step number two. [00:08:36] Speaker 04: So isn't that what she opted out of? [00:08:39] Speaker 04: She didn't opt out of the entire agreement. [00:08:42] Speaker 04: She just opted out. [00:08:43] Speaker 04: of the entitlement or requirement to participate in those procedures. [00:08:49] Speaker 04: That's not the entire agreement. [00:08:50] Speaker 04: That's one part of the agreement. [00:08:53] Speaker 02: I don't believe so, Your Honor. [00:08:54] Speaker 02: I believe that if you view the totality of the- Well, what does that language mean then? [00:08:59] Speaker 04: What does that language mean? [00:09:00] Speaker 02: That language refers to the arbitration provision of the DRA, which is- And that's what she was opting out of. [00:09:07] Speaker 02: She was opting out of the entire DRA, which if you look at the totality of the 2018 employee guide, [00:09:14] Speaker 02: There are not less than seven different references to her ability to opt out of the DRA. [00:09:21] Speaker 04: But you can't just disregard this language. [00:09:25] Speaker 04: When you're looking at the totality of it, you have to look at all the language. [00:09:29] Speaker 04: And so why was this language in there that segmented out the resolution agreement step number two, if that [00:09:37] Speaker 04: is not what she was opting out of. [00:09:39] Speaker 04: I don't understand why it says that when you elect to opt out, that is what you're opting out of. [00:09:45] Speaker 02: Well, step number two, Your Honor, is most of the DRA. [00:09:49] Speaker 02: The only other part of the DRA is an open door policy. [00:09:52] Speaker 02: which, if you read it, it's not mandatory. [00:09:55] Speaker 04: So she didn't opt out of the open door policy. [00:09:59] Speaker 04: She opted out of the mandatory arbitration part of it. [00:10:03] Speaker 02: I don't believe so, Your Honor. [00:10:04] Speaker 04: That's what the language says. [00:10:05] Speaker 02: Well, if you look at the entirety of the agreement, I have cites to them. [00:10:08] Speaker 02: If you first look at page 1, ER 161, the very first sentence of the 2018 guide says, [00:10:22] Speaker 02: As a condition of your employment with Luxottica, you must review an electronic knowledge of the Luxottica employee guide and a number of related agreements. [00:10:31] Speaker 02: Your refusal to do so will result in the termination of your appointment. [00:10:34] Speaker 02: Please note, however, you may opt out of the dispute resolution agreement found in the employee guide within 30 days. [00:10:40] Speaker 01: Isn't your argument really [00:10:43] Speaker 01: I think an ordinary person reading that would mean, I opt out of DRAs. [00:10:49] Speaker 01: And your argument is, oh no, it meant you opt out of this DRA, and then you are stuck with the previous DRA. [00:10:56] Speaker 01: Isn't that really your position? [00:10:57] Speaker 01: That is absolutely right, Your Honor. [00:10:58] Speaker 01: Of course, without saying so. [00:11:01] Speaker 01: I mean, you could have put it in right there. [00:11:04] Speaker 01: You know, sir, madam, you understand that by opting out of here, you are bound by any previous agreement you made. [00:11:13] Speaker 02: That is true, Your Honor, but in a case like this... Let me ask you one further thing. [00:11:16] Speaker 01: Sure. [00:11:17] Speaker 01: Were there substantive differences, that is, by accepting the 2018, were you better off than the 2015, or were you worse off than the 2015? [00:11:31] Speaker 02: I wouldn't say either, Your Honor. [00:11:32] Speaker 02: I would say that in the 2018 DRA, there's a more specific reference to Paga claims because the law changed. [00:11:38] Speaker 02: And so what it said is, you know, this agreement doesn't apply to representative action Paga claims, but you can dispute your individual Paga claim in arbitration. [00:11:49] Speaker 01: The 2015 agreement... So by opting out, they were really kind of worse off, weren't they? [00:11:54] Speaker 02: Well, I don't know, because if you look at the 2015 agreement, there's a similar provision that says you cannot [00:11:59] Speaker 02: you cannot arbitrary paga points so we were just clarifying the agreement to make sure that though that we were clear with the law into it sort of takes you back to if there's no significant difference why did you offer the the opt out well it was to ensure that would be enforceable and and and just one more thing going back to why didn't we include a provision that said they didn't sure it would be enforceable but you're now saying that the twenty fifteen which is [00:12:26] Speaker 01: we're now saying pretty much the same, is enforceable. [00:12:29] Speaker 02: Yes, Your Honor. [00:12:30] Speaker 02: She was sure it was enforceable for new employees. [00:12:32] Speaker 02: Again, this was rolled out to all of Oxotic's employees. [00:12:35] Speaker 01: But then you didn't give it to the old ones until a couple of years later, right? [00:12:39] Speaker 01: Because she doesn't do this until 2020. [00:12:43] Speaker 02: I don't know. [00:12:44] Speaker 02: I don't think it's in the record why she was not provided with it until 2020. [00:12:48] Speaker 02: So I don't know what the answer to that is. [00:12:50] Speaker 01: It's not that she let it lie. [00:12:51] Speaker 01: It was that you didn't provide it to her until 2020. [00:12:54] Speaker 02: Correct. [00:12:55] Speaker 02: And it may have been when it was rolled out, Your Honor. [00:12:57] Speaker 02: I just don't know the answer to that. [00:12:59] Speaker 02: I guess one more point, Your Honor. [00:13:00] Speaker 02: Because this is being rolled out to both new and existing employees, it would be difficult to include a provision that said, by the way, if you signed a prior agreement [00:13:10] Speaker 02: or if you sign a program, that's still enforceable if you opt out of this one. [00:13:13] Speaker 03: It wouldn't seem that difficult. [00:13:15] Speaker 01: Because the new employee can get out of all arbitration. [00:13:19] Speaker 01: Well, yes, if they opt out, as could. [00:13:22] Speaker 01: But Ms. [00:13:24] Speaker 01: Gabrielle can't, who say she's stuck with the 2015. [00:13:27] Speaker 04: If she opts out. [00:13:29] Speaker 01: If she opts out, and if she doesn't, she's stuck with the new one, which is arbitration. [00:13:33] Speaker 02: Yes, Your Honor, and arbitration agreements can be a condition of employment. [00:13:37] Speaker 02: Yeah. [00:13:37] Speaker 03: It just seems awfully misleading if that's what the company intended. [00:13:41] Speaker 03: It would be very easy to put in a sentence saying, if you have been previously employed by our company, you cannot opt out of the 2015 DRA. [00:13:49] Speaker 03: I mean, it's one sentence. [00:13:52] Speaker 03: It's quite easy to understand. [00:13:53] Speaker 02: Well, I would just say that in drafting this, the intention was the opposite. [00:13:56] Speaker 02: And that's why I mentioned there are seven references in this agreement to an employee's ability to opt out. [00:14:02] Speaker 02: So they wanted to make it very clear that an employee could opt out in one of two ways. [00:14:06] Speaker 02: They could opt out by immediately going through the drop-down menu and opting out. [00:14:10] Speaker 02: And even if they didn't do that, if they instead say, I wish to participate, then they also had 30 days after the fact. [00:14:16] Speaker 04: The problem is the effect of opting out was not made clear to the employees that if you [00:14:23] Speaker 04: elect to opt out, then you're bound by the prior agreement. [00:14:28] Speaker 04: That was not clarified. [00:14:30] Speaker 04: And so if there is an ambiguity in an instrument that's drafted by the employer, isn't that construed against the employer? [00:14:38] Speaker 02: Well, Your Honor, yes. [00:14:40] Speaker 02: But I do not believe there is an ambiguity here. [00:14:42] Speaker 02: Simply because it was not stated, it would not be applicable to everyone. [00:14:46] Speaker 02: In my final few minutes, my final 30 seconds, actually, I would just point to the Sonico case, which is a district court decision. [00:14:54] Speaker 02: And our position is that the facts of that case are on all fours with this case. [00:14:59] Speaker 02: The same type of situation was presented. [00:15:02] Speaker 02: In that case, the court or the employee weighted [00:15:06] Speaker 02: between 8 and 12 days to sign the opt out and in that case the court still found that the employee opted out and there was no assent to that. [00:15:14] Speaker 04: I thought the facts were a little different but we can talk about, we'll give you a couple of minutes for a rebuttal but I wanted since you mentioned that I do want to talk about the facts of the Sonico case. [00:15:23] Speaker 04: Thank you. [00:15:23] Speaker 04: Thank you counsel. [00:15:32] Speaker 00: Good morning, Your Honors. [00:15:33] Speaker 00: Kiran Prasad for Passion Gabarral. [00:15:35] Speaker 00: I just heard appellants said that they intended to hold employees to prior arbitration agreements, but that's not the language that they included. [00:15:46] Speaker 00: They may have inferred that by including repeatedly the right to opt out. [00:15:52] Speaker 00: But the fact is the California law, contract law applies, and Civil Code 1654 [00:15:58] Speaker 00: like, um, Dodra Olson said, states, the language of a contract should be interpreted most strongly against a part- party who caused uncertainty to exist. [00:16:10] Speaker 00: So if your honors are, I- I- [00:16:13] Speaker 00: Based on your comments, I'm assuming that you're reading the plain language as appellees do. [00:16:18] Speaker 00: But even if, as appellants say it, oh, it was uncertain what our intentions were, well, California law requires that that uncertainty to be construed against appellant. [00:16:28] Speaker 00: So it cannot win on its primary contention. [00:16:32] Speaker 00: I agree wholeheartedly with Judge Rawlinson that the opt-out says [00:16:38] Speaker 00: that the employee by signing the opt-out is only opting out of option number two. [00:16:44] Speaker 00: The 2018 DRA has a step one and step two. [00:16:49] Speaker 00: It requires its employees to review and acknowledge that agreement. [00:16:54] Speaker 00: There are numerous sections indicating to the employee that the new agreements that Luxada is providing to the employee supersede all prior agreements. [00:17:08] Speaker 00: In addition to the one [00:17:10] Speaker 00: uh... in the employee guide and acknowledgement agreement uh... it says uh... this is excerpt of record 171 it says I understand the agreements attached here to replace and supersede all prior versions and I'm bound by the most recent versions of the agreements uh... in the DRA the 2018 DRA itself this is uh... at 168 uh... of the excerpt of records the DRA itself has that language so [00:17:41] Speaker 00: So in reading this agreement as well, Luxottica, whereas assent is under California law, is established by the contract. [00:17:54] Speaker 00: The contract sets forth the ways that the employee can assent to this agreement. [00:17:59] Speaker 00: There are three methods that the contract provides that the employee can accept the 2018 DRA. [00:18:07] Speaker 00: The 2018 DRA is effective upon receipt. [00:18:12] Speaker 00: It's effective if the employee continues to work within the 30 days and doesn't opt out. [00:18:17] Speaker 00: And it's effective if she signs the acknowledgment and agreement. [00:18:22] Speaker 00: And under California law, a signature is a clear manifestation of assent. [00:18:29] Speaker 00: Yes? [00:18:29] Speaker 01: Council, if the 2018 DRA [00:18:33] Speaker 01: had been standing alone, had been sent out to employees that here's an arbitration agreement we'd like you to look at and accept or not accept. [00:18:46] Speaker 01: Doesn't Sonico say that her rejection would have left the 2015 DRA standing, and that what's different is that it's embedded in the guide? [00:18:59] Speaker 00: So the difference, and Sonico is [00:19:03] Speaker 00: There are four cases that the parties cite to on this issue. [00:19:08] Speaker 00: Sonico is one of them, and it is the outlier. [00:19:12] Speaker 00: The Sonico court, although it deemed the opt-out in the most recent arbitration agreement to be ineffective, to extinguish any prior agreement, [00:19:24] Speaker 00: it stated, had the plaintiff first assented or signed the arbitration agreement, then elected to opt out, that would have been a different scenario. [00:19:32] Speaker 00: And that's the scenario that we have here. [00:19:34] Speaker 00: She clearly assented under two of the methods that Luxottica provided to her to manifest her assent. [00:19:43] Speaker 00: She manifested her assent upon receipt, and she manifested her assent by signing the acknowledgement and agreement, which specifically said that she agreed to be bound by the new agreements. [00:19:53] Speaker 01: So when you say agreement here, do you mean, quote, the guide as opposed to the DRA? [00:19:59] Speaker 00: So the guide, there's an employee guide, and then there's also additional agreements. [00:20:07] Speaker 00: So by signing the acknowledgement and agreement, she is agreeing to abide by the employee guide and accept all the new agreements. [00:20:18] Speaker 04: So there's a- Being opt out of a portion of the DRA. [00:20:23] Speaker 00: Yes. [00:20:28] Speaker 00: And so there are four cases that the parties cite on this issue of opt out of the latest arbitration agreement. [00:20:37] Speaker 00: All four of them support Appellee's position. [00:20:41] Speaker 00: We have Steiner versus Brookdale. [00:20:46] Speaker 04: Well, Sonico is not a Ninth Circuit case. [00:20:50] Speaker 04: It's a district court case. [00:20:51] Speaker 04: So it's not binding on us in any event. [00:20:55] Speaker 00: No. [00:20:55] Speaker 00: And Sonico is distinguishable. [00:20:58] Speaker 00: The court there recognized that there's two lines of cases. [00:21:02] Speaker 00: And one of the distinguishing factors is when the employee manifests a sent and then opts out as provided under the contract. [00:21:15] Speaker 04: So in Sonico, the employee opted out of the entire dispute resolution process. [00:21:22] Speaker 00: That's correct. [00:21:22] Speaker 00: And also the language in the agreement that Sonico provided to the employee alerted the employee that signing [00:21:31] Speaker 00: that opting out would not extinguish any prior agreement to arbitrate. [00:21:35] Speaker 00: That's plain language that Appellant probably could have included in the DRA if it actually intended to have that apply, but that was a distinguishing factor as well in Sonico. [00:21:58] Speaker 00: And some, there's no case that supports appellant's position that appellee Gabrielle is bound by any agreement to arbitrate. [00:22:08] Speaker 04: What about opposing counsel's argument that she's bound by the 2015 agreement? [00:22:14] Speaker 00: I don't believe that that's the case. [00:22:17] Speaker 00: Your honor's pointed out that there are numerous innovation clauses indicating to the employee that any prior agreement [00:22:25] Speaker 00: that she signed an arbitration has been superseded. [00:22:29] Speaker 00: And also there's integration clauses indicating that the 2018 DRA and the agreements that were provided in 2018 are the only agreements that should be looked to on the subject matters. [00:22:45] Speaker 00: So it's clear California law, when you have an ovation clause and integration clauses, those are effective and they supersede all prior agreements [00:22:55] Speaker 00: And you can't introduce them as evidence of a prior agreement. [00:23:02] Speaker 00: Do I have any more questions? [00:23:05] Speaker 00: It appears not. [00:23:07] Speaker 04: OK. [00:23:07] Speaker 04: Thank you, Council. [00:23:08] Speaker 00: Thank you. [00:23:08] Speaker 04: Let's have three minutes for rebuttal. [00:23:17] Speaker 02: Thank you, Your Honors. [00:23:18] Speaker 04: You want to start with Sonicole Council. [00:23:20] Speaker 04: You ended with that, and we didn't have a chance to discuss it. [00:23:23] Speaker 04: So could you discuss that and tell us why we should find that case persuasive? [00:23:29] Speaker 02: Yes, Your Honor. [00:23:31] Speaker 02: I admit that the Sonico case, the court did say that because the plaintiff had signed the earlier agreement, that that's a little bit different than the case here. [00:23:42] Speaker 02: However, in this particular case, that did not sign the agreement, I'm sorry. [00:23:46] Speaker 02: In this particular case, and we've already looked at this, but if you review what Ms. [00:23:52] Speaker 02: Gabarral actually [00:23:53] Speaker 02: acknowledged and agreed, there's the express exclusion for the DRA if she opts out. [00:24:01] Speaker 02: So it's not the same to say that she signed the DRA by agreeing to this because there is this separate procedure. [00:24:07] Speaker 04: Counsel, there is no express exclusion. [00:24:11] Speaker 04: The language that you read to us was not an express exclusion of the DRA. [00:24:15] Speaker 02: It is, Your Honor, if she opts out. [00:24:19] Speaker 02: And I know that Your Honor is focused on the [00:24:22] Speaker 02: express language of the opt-out on ER 172, which talks about section two, which is the only part that's mandatory. [00:24:31] Speaker 02: Section one is not mandatory, but there are six other references in the agreement that say that it's the entire DRA. [00:24:39] Speaker 02: So I find, I think that Sonico and this case are on all fours. [00:24:44] Speaker 04: Council, don't you think if you included in the opt-out the option to opt-out of section [00:24:52] Speaker 04: step two as opposed to step one, don't you think that that's an indication that the employee is accepting everything else about the agreement? [00:25:04] Speaker 02: If that were the case, which again, I think that the rest of the agreement has to be read in the totality, that it still would not supersede the arbitration portion of the dispute resolution agreement, which is what she agreed to in 2015. [00:25:16] Speaker 02: I just have one more point to add, Your Honors, because I overlooked it earlier. [00:25:20] Speaker 02: At the bottom of ER 168, there is a provision that says, except as otherwise provided in this agreement, this agreement replaces prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes. [00:25:38] Speaker 02: covered by this agreement. [00:25:40] Speaker 02: So there is a reference to this DRA superseding the 2015 DRA with the language excepted otherwise provided herein, which is the opt-out language. [00:25:53] Speaker 04: But the opt-out language has no reference to the 2015 agreement. [00:25:58] Speaker 02: It said prior agreements, so it would include the 2015 agreement. [00:26:02] Speaker 04: We understand your argument. [00:26:04] Speaker 04: Thank you, counsel. [00:26:05] Speaker 04: Thank you to both counsel for your helpful argument. [00:26:07] Speaker 04: The case just argued is submitted for decision by the court. [00:26:10] Speaker 04: That completes our calendar for the morning. [00:26:13] Speaker 04: We are in recess until 930 a.m. [00:26:15] Speaker 04: tomorrow morning. [00:26:18] Speaker 00: All rise. [00:26:20] Speaker 00: This court for this session stands adjourned.