Opinion

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

Present: The Honorable CHRISTINA A. SNYDER

Catherine Jeang Robin Herrera N/A

Deputy Clerk Court Reporter / Recorder Tape No.

Attorneys Present for Plaintiffs: Attorneys Present for Defendants:

Caleb Liang Nicholas Gross

David Kenner Kimberly Klinsport

John Pernick

Proceedings: ZOOM HEARING RE: DEFENDANT FUTURHEALTH,

INC.’S MOTION TO COMPEL ARBITRATION (Dkt. 29,

filed on November 24, 2025)

MOTION OF DEFENDANTS JOHN LEVAN AND LUKE

MAHONEY TO COMPEL JUDICIAL REFERENCE OR IN

THE ALTERNATIVE COMPEL ARBITRATION (Dkt. 30,

filed on November 30, 2025)

I. INTRODUCTION

This case centers on claims by a company that its managers conspired to

systematically raid the company while secretly building a competing enterprise using

stolen assets, intellectual property, and business opportunities.

On September 17, 2025, plaintiff Goglia Nutrition, LLC (“Goglia Nutrition” or

“Plaintiff” or “Company’’) filed this action against defendants John Levan (“Levan”),

Luke Mahoney (“Mahoney”), Jon Hambidge (“Hambidge’’), FuturHealth, Inc.

(“FuturHealth”), and Does 1 through 100 (collectively, “Defendants”). Plaintiff alleges

seventeen causes of action: (1) breach of fiduciary duty, against Levan and Mahoney; (2)

aiding and abetting breach of fiduciary duty, against Hambridge and FuturHealth; (3)

breach of contract, against Levan and Mahoney; (4) fraud in the execution, against all

defendants; (5) fraud in the inducement, against all defendants: (6) conversion, against all

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

defendants; (7) violation of Cal. Penal Code § 496(c), against all defendants; (8) trade

secret misappropriation under the Defend Trade Secrets Act (“DTSA”), against all

defendants; (9) trade secret misappropriation under the California Uniform Trade Secrets

Act (“CUTSA”), against all defendants; (10) false designation of origin/ unfair origin

under 15 U.S.C. § 1125(a), against FuturHealth: (11) California common law trademark

infringement, against FuturHealth; (12) copyright infringement under 17 U.S.C. § 106

and § 501, against FuturHealth; (13) breach of contract, against FuturHealth; (14) unjust

enrichment, against all defendants; (15) unfair competition under Cal. Bus. & Prof. Code

§ 17200, against all defendants; (16) civil conspiracy, against all defendants: and (17)

declaratory relief, against all defendants. Dkt. 1 (“Compl.”).

On November 10, 2025, plaintiff filed a motion for a preliminary injunction. Dkt.

11-1 (“PI mot.”). On December 8, 2025, the Court held a hearing and deferred decision

on plaintiff's motion for a preliminary injunction pending further briefing.

On November 24, 2025, FuturHealth filed a motion to compel arbitration. Dkt. 29

(“FuturHealth Mot.”). On November 30, 2025, Levan and Mahoney filed a motion to

compel judicial reference or in the alternative compel arbitration. Dkt. 30 (“Levan and

Mahoney Mot.”). On December 1, 2025, plaintiff filed an omnibus opposition to Levan

and Mahoney’s and FuturHealth’s motions. Dkt. 36 (“Opp.”). On December 8, 2025,

FuturHealth filed a reply. Dkt. 38 (“FuturHealth Reply”). On December 8, 2025, Levan

and Mahoney filed a reply. Dkt. 37 (“Levan and Mahoney Reply”).

On December 22, 2025, the Court held a hearing. Having carefully considered the

parties’ arguments and submissions, the Court finds and concludes as follows.

II. BACKGROUND

The background of this case is known to the parties. Before the Court are

FuturHealth’s motion to compel arbitration and Levan and Mahoney’s motion to compel

judicial reference.

Plaintiff Goglia Nutrition, LLC was formed in December 2015 with four equal

cofounders—Philip Goglia (“Goglia”), Lisa Saridakis (“Saridakis”’), John Levan, and

Luke Mahoney—each owning 25% of the company. Dkt 11-3, Declaration of Philip

Goglia (“Goglia Decl.”) § 5. When forming Goglia Nutrition, all four cofounders entered

into a Limited Liability Operating Agreement (“Operating Agreement”) which contained

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES — GENERAL ‘Oo’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

a judicial reference provision. Dkt. 30-4, Declaration of John Levan (“Levan Decl.”) □ 5,

Ex. A § 20.17. Levan and Mahoney now seek to compel judicial reference of plaintiff's

claims against them pursuant to this judicial reference provision.

Beginning in or around 2023, while still serving as Goglia Nutrition’s managers,

Levan and Mahoney established a new venture—FuturHealth—together with Jon

Hambidge. Dkt. 11-2, Declaration of Caleb Liang (“Liang Decl.”) § 13, Ex. 12. Plaintiff

alleges that after secretly forming and positioning FuturHealth, Mahoney and Levan

orchestrated a fraudulent scheme to transfer Goglia Nutrition’s most valuable assets to

FuturHealth for a fraction of their fair value while concealing the terms of the transfer

and their involvement in FuturHealth. Compl. 37-38.

On December 18, 2023, Levan and Mahoney presented Goglia and Saridakis with

a “Written Consent” package (“Consent Package’) that referenced and incorporated three

agreements between Goglia Nutrition and FuturHealth—a Technology License

Agreement, a Inbound Data License Agreement, and a Services Agreement (collectively,

“the Agreements”). Dkt 11-3, Declaration of Philip Goglia (“Goglia Decl.”) 4§ 10-11,

Exs. 3-6. Goglia and Saridakis signed the Consent Package; however, when they signed,

they did not read the Agreements because the Agreements were not attached to the

Consent Package. Id. Plaintiff alleges that Levan and Mahoney deliberately withheld the

Agreements from Goglia and Saridakis to obtain their signatures, and that Goglia and

Saridakis signed the Agreements based on Levan and Mahoney’s verbal representation

that doing so would enable FuturHealth to add complementary telehealth functionality to

benefit Goglia Nutrition. Goglia Decl. § 11. Furthermore, plaintiff alleges that Levan

and Mahoney intentionally concealed their interests in FuturHealth in the Consent

Package documents, despite having been informed by Goglia Nutrition’s company

counsel that Mahoney and Levan were required to provide full written disclosure of their

conflicts of interest and obtain informed consent from Goglia and Saridakis. Liang Decl.

| 8-9, Exs. 8-9. By contrast, FuturHealth contends that the Agreements were

inadvertently omitted due to a clerical error by Goglia Nutrition’s company counsel and

that Goglia and Saridakis voluntarily chose not to read the Agreements. See dkt. 17-4

8, Ex. 2.

One of the Agreements—the Technology License Agreement (“TLA”)—contained

an arbitration provision stating that: “Any controversy or claim arising out of or relating

to this Agreement shall be settled by binding arbitration ....”. Dkt. 29, Levan Decl. § 2,

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

Ex. | at 10. FuturHealth now seeks to compel arbitration of plaintiff's claims against it

pursuant to this arbitration provision.

Il. LEGAL STANDARD

A. Motion to Compel Arbitration

“An agreement to arbitrate is a matter of contract: “it is a way to resolve those

disputes—but only those disputes—that the parties have agreed to submit to arbitration.’”

Chiron Corp. v. Ortho Diagnostic Sys., Inc., 207 F.3d 1126, 1130 (9th Cir. 2000)

(quoting First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 943 (1995)). As with any

other contract dispute, the Court must first look to the express terms of the contract. Id.

The Federal Arbitration Act (“FAA”) provides that “a contract evidencing a

transaction involving commerce to settle by arbitration a controversy thereafter arising ...

shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in

equity for the revocation of any contract.” 9 U.S.C. § 2. It is a matter to be determined

by the court whether the FAA applies to a certain agreement; “[a|s a threshold matter, the

FAA applies if, among other things, the contract requires dispute resolution “by

arbitration.”” Judge William W. Schwarzer, California Practice Guide: Federal Civil

Procedure Before Trial, § 16:63.1 (The Rutter Group 2002) (citing Portland Gen. Elec.

Co. v. United States Bank Trust Nat’] Ass’n as Tr. for Trust No. 1, 218 F.3d 1085, 1089

(9th Cir. 2000)).

Any party to an arbitration agreement covered by the FAA who 1s “aggrieved by

the alleged ... refusal of another to arbitrate” may petition a federal district court “for an

order directing that such arbitration proceed in the manner provided for in such

agreement.” 9 U.S.C. § 4.

Under the FAA, the court, not the arbitrator, must decide whether a particular

dispute is arbitrable. 9 U.S.C. § 4; AT & T Techs., Inc. v. Comme'ns Workers of Am.,

475 U.S. 643, 649 (1986) (holding that the arbitrator is without power to determine

arbitrability absent “clear[ | and unmistakabl[e]|” language in the arbitration agreement

conferring such power). The court must determine (1) whether there exists a valid

agreement to arbitrate: and (2) if there is a valid agreement, whether the dispute falls

within its terms. Chiron Corp., 207 F.3d at 1130. “If the response is affirmative on both

counts, then the [FAA] requires the court to enforce the arbitration agreement in

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

accordance with its terms.” Id, The FAA “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 (1985); Simula, Inc. v. Autoliv,

Inc., 175 F.3d 716, 720 (9th Cir. 1999) (noting that where an arbitration agreement has

been signed by the parties with respect to the issues in dispute, “[s|uch agreements are to

be rigorously enforced”).

The FAA further provides:

If any suit or proceeding be brought in any of the courts of the United States upon

any issue referable to arbitration under an agreement in writing for such arbitration,

the court in which such suit is pending, upon being satisfied that the issue involved

in such suit or proceeding is referable to arbitration under such an agreement, shall

on application of one of the parties stay the trial of the action until such arbitration

has been had in accordance with the terms of the agreement, providing the

applicant for the stay is not in default in proceeding with such arbitration.

U.S.C. § 3. In addition, “[a] trial court has authority to stay proceedings in the

interest of saving time and effort for itself and litigants.” ATSA of California, Inc. v.

Cont’] Ins. Co., 702 F.2d 172, 176 (9th Cir. 1983).

The Court may consider evidence outside the pleadings on a motion to compel

arbitration. Manuwal v. BMW of N. Am., LLC, 484 F.Supp.3d 862, 865 n.1 (C.D. Cal.

2020); see also Arredondo v. Sw. & Pac. Specialty Fin., Inc., No. 1:18-CV-01737-DAD-

SKO, 2019 WL 4596776, at *4-5 (E.D. Cal. Sept. 23, 2019) (considering evidence

presented by the parties in motion to compel arbitration); see also Hansen v. Rock

Holdings, Inc., 434 F.Supp.3d 818, 824 (E.D. Cal. 2020) (considering motion to compel

arbitration under standard similar to Federal Rule of Civil Procedure 56).

B. Motion to Compel Judicial Reference

Section 638 of the California Code of Civil Procedure states that a court may

appoint a judicial referee “to hear and determine any or all of the issues in an action or

proceeding, whether of fact or of law, and to report a statement of decision.” Cal. Civ.

Proc. Code § 638. The court may utilize this alternative dispute resolution procedure

“upon the agreement of the parties filed with the clerk, or judge, or entered in the

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

minutes, or upon the motion of a party to a written contract or lease that provides that any

controversy arising therefrom shall be heard by a referee if the court finds a reference

agreement exists between the parties.” Id. “[T]he Supreme Court has established a

strong policy in favor of the enforcement of forum selection clauses.” E. & J. Gallo

Winery v. Andina Licorices, S.A., 446 F.3d 984, 992 (9th Cir. 2006). District courts

have adhered to this strong policy in enforcing judicial reference agreements. See, e.g.,

Bagdasarian Prods., LLC v. Twentieth Century Fox Film Corp., No. 2:10-cv-02991-JHN-

JCGx, 2010 WL 5154136, at *4 (C_D. Cal. Aug. 12, 2010) (characterizing an agreement's

judicial reference provision as a “forum selection clause” and therefore applying the

Supreme Court's “strong policy in favor of enforcement of forum selection clauses’);

Unicom Systs., Inc. v. Fed. Deposit Ins. Corp., No. 2:23-cv-02507-WLH-RAO, 2024 WL

2425543, at *2 (C.D. Cal. May 14, 2024).

IV. DISCUSSION

A. FuturHealth’s Motion to Compel Arbitration

FuturHealth moves to compel arbitration pursuant to the Federal Arbitration Act (9

U.S.C. § 1, et seq., the “FAA”) on the ground that the Technology License Agreement

(“TLA”) entered between plaintiff and FuturHealth contains a broad arbitration clause

requiring arbitration of “[a]ny controversy or claim arising out of or relating to” the TLA.

FuturHealth Mot. at 2; dkt. 29-2 at 10. Plaintiff's clatms—including those alleging

misuse of “G-Plans Technology,” as defined in the TLA—arise directly from or relate to

the TLA and are therefore subject to arbitration. Id.

FuturHealth argues that the TLA constitutes a presumptively valid and binding

agreement between plaintiff and FuturHealth under which “Plaintiff agreed to arbitrate

‘[a]ny controversy or claim arising out of or relating to’ the TLA.” See id. at 13-14.

FuturHealth argues that the TLA is valid because it was not procured via fraud in the

execution nor fraud in the inducement. Id. at 14-18. As to fraud in the execution,

FuturHealth argues that “Plaintiff is a sophisticated, multi-million-dollar business,

represented by counsel” whose principals—including Philip Goglia and Lisa Saridakis—

signed a Consent Package explicitly authorizing defendant Mahoney to execute, on

behalf of Plaintiff, the TLA and two other agreements. See id. at 16. FuturHealth argues

that all members of plaintiff—including Goglia and Saridakis—“knew they were

approving binding agreements that were identified in the Consent Package by name,

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

acknowledged that the ‘form, terms, and provisions of [the Agreements] are fair to and in

the best interests of [Plaintiff] and its Members,’ and had full opportunity to request and

review them before signing.” Id. at 16-17.

As to plaintiffs argument that the arbitration agreement the product of fraud in the

inducement, FuturHealth first argues that “Plaintiff's fraud in the inducement claim

relates to the formation of the TLA as a whole, and therefore must be decided by the

arbitrator, not the Court.” Id. at 18 (citing Hicks v. Alaska USA Fed. Credit Union, No.

8:17-CV-1900-JLSE, 2018 WL 4804362, at *2 (C.D. Cal. Feb. 26, 2018) (“[C]laims that

the contract as a whole was obtained through fraud in the inducement are, in the absence

of evidence of the parties’ contrary intent, arbitrable under Prima Paint.”’)).

As to the merits, FuturHealth argues that “Plaintiff's inducement theory fails for

lack of misrepresentation, intent to defraud or justifiable reliance.” Id. at 19.

FuturHealth argues that “there was no misrepresentation or concealment” because □□□□□

Consent Package identified each agreement by name, explicitly prefaced that under the

Agreements ‘the Company will provide FuturHealth with access to certain services,

technology and data currently utilized by the G-Plans Business as more fully described in

the Transaction Documents,’ and was signed by all of Plaintiff's principals.” Id. As to

intent, FuturHealth states that “FuturHealth did not make any false statements, know of

any falsity, or act with an intent to decetve. The Agreements were inadvertently omitted

by Plaintiff's own corporate counsel; there is no valid claim of intentional withholding by

FuturHealth.” Id. Finally, FuturHealth argues that “there is no justifiable reliance

because ... Plaintiff had a reasonable opportunity to review the Agreements, including

the TLA and the arbitration provision therein, but chose not to.” Id. Finally, “[e]ven if

the elements of inducement could be met ... Plaintiff ratified the agreement by

knowingly accepting their benefits for nearly two years.” Id. at 20.

FuturHealth argues that plaintiff's claims against it fall squarely within the broad

terms of the TLA’s arbitration clause and that plaintiff has the burden of establishing that

its claims do not fall within the scope of the TLA’s arbitration clause. Id. at 20-21 (citing

cases). FuturHealth argues that “the TLA includes a broad arbitration clause requiring

that ‘[a]ny controversy or claim arising out of or relating to this Agreement” be resolved

in binding arbitration ... [and] governs the precise subject matter at the heart of every

claim Plaintiff has asserted against FuturHealth.” Id. This is because, FuturHealth

argues, the TLA includes a critical licensing provision that “defines ‘G-Plans

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES — GENERAL ‘Oo’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

Technology’ and expressly grants FuturHealth the right to ‘use, reproduce, copy,

distribute, market, perform, display, modify, create derivative works of, and incorporate

the Licensed Technology into FuturHealth products and services.’” Id. Thus,

FuturHealth argues that “Plaintiffs first set of claims for aiding and abetting breach of

fiduciary duty, breach of contract (in the alternative), conversion, violation of California

Penal Code § 496, trade secret misappropriation, trademark and copyright infringement,

unjust enrichment, unfair competition, and civil conspiracy—all hinge on whether

FuturHealth wrongfully used, possessed, or benefited from G-Plans Technology and

related data.” Id. at 22. Likewise, FuturHealth argues that plaintiff's second category of

claims attacking the validity of the TLA— fraud in the execution, fraud in the

inducement, and declaratory relief—‘fall within the scope of a broadly worded

arbitration clause, as they “relate to” the contract and therefore must be resolved in

arbitration.” Id. at 23.

In opposition, plaintiff argues that FuturHealth’s motion must be denied because

the TLA is void due to fraud in the execution. Opp. at 13. First, plaintiff argues that in

cases where contracting parties are in a fiduciary relationship, “the duty to read a contract

is relaxed because the fiduciary is ‘duty bound to act with the utmost good faith for the

benefit of the other.’” Id. at 14 (citing Brown v. Wells Fargo Bank, N.A.. 168 Cal. App.

Ath 938, 959-60 (2008)). Here, plaintiff argues that because Levan and Mahoney were

Goglia Nutrition’s managers, they were “bound by the duties of loyalty and candor under

both [Goglia Nutrition’s Limited Liability Operating Agreement (“Operating

Agreement’)] and California law” and thus “Goglia and Saridakis were entitled to trust

their fiduciary partners to disclose material terms” of the TLA and other agreements.

Plaintiff argues that the evidence establishes that the TLA is voided by fraud in the

execution because “the TLA, [Inbound Data License Agreement], and [Services

Agreement] were not attached to the Written Consent that Goglia and Saridakis signed on

December 18, 2023, despite the Consent explicitly stating they were.” Id. at 15. Plaintiff

argues that because the Agreements in the Written Consent were not provided to Goglia

and Saridakis, they had no duty to read them. Id. at 15. Second, plaintiff argues that

Goglia and Saridakis were entitled to “reasonably rel[y] on their fiduciary co-managers’

representations that the [A]greements were above board” and that “[t]he burden was on

the conflicted fiduciaries to provide the documents—not on the innocent parties to chase

down withheld agreements.” Id. at 16. Plaintiff argues that the alleged clerical error by

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

Goglia Nutrition’s counsel Jacob Ouzts that resulted in the agreements not being included

in the Written Consent package does not render the TLA valid because such evidence of

a supposed clerical error comes in the form of a letter by Ouzts that constitutes

inadmissible hearsay. Id. at 16. Moreover, plaintiff argues that “a clerical error cannot

cure fraud in the execution.” Id.

Plaintiff further argues that the TLA is void due to Mahoney and Levan’s fraud—

namely, their allegedly deliberate concealment of their involvement with FuturHealth.

See id. Plaintiff argues that Mahoney intentionally arranged for Mahoney and Levan’s

involvement with FuturHealth to be concealed from Goglia and Saridakis during the

signing of the Agreements, despite being advised by plaintiff's company counsel Ouzts

that such disclosure of their conflicts of interest was necessary to comply with California

corporations law regarding fiduciary duty. See id. at 17. This sequence of events,

plaintiff argues, demonstrates “intentional concealment and [is] direct evidence of fraud

in the execution.” Id.

Plaintiff also argues that FuturHealth’s claim that Levan and Mahoney “verbally

disclosed” their ownership in FuturHealth to Goglia and Saridakis is without merit:

FuturhHealth’s] self-serving, litigation-crafted statement lacks any specificity—no

date, no details of what was said, no description of how Goglia and Saridakis supposedly

reacted to learning their business partners owned the counterparty.” Id.

Plaintiff further argues that Goglia and Saridakis’ supposed ratification of the

Agreements cannot cure their invalidity. Id. at 19. First, plaintiff argues that “ratification

requires full knowledge of the fraud and intentional acceptance of benefits with such

knowledge,” and that the record does not support that Goglia and Saridakis ratified the

Agreements because “Goglia and Saridakis lacked full knowledge until mid-2024. Upon

discovering the fraud, they immediately retained counsel and demanded litigation. The

fact that the company continued to operate during the year-long governance deadlock

created by defendants’ obstruction cannot constitute ratification.” Id. Second, plaintiff

argues that where fraud in the execution is established, as here, ratification cannot cure

the fundamental invalidity of the contract. Id. (citing Rosenthal v. Great W. Fin. Sec.

Corp., 14 Cal. 4th 394, 415 (1996)).

In reply, FuturHealth argues that plaintiff “does not dispute that the arbitration

clause in the TLA was signed by authorized representatives,” that “the arbitration clause

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

broadly covers ‘[a]ny controversy or claim arising out of or relating to this Agreement,’”

and “that, if its allegations amount to fraud in the inducement rather than fraud in the

execution ... the FAA requires those claims be arbitrated.” FuturHealth Reply at 2.

FuturHealth further argues that there was no fraud in the execution because Mahoney and

Levan’s “replacing their personal contact information with [FuturHealth’s] company’s

official address| | and signing in the name of [FuturHealth]” on the Consent Package “are

standard corporate housekeeping.” Id. at 6. FuturHealth further argues that it is not

plaintiff's fiduciary because Mahoney’s and Levan’s alleged conduct cannot be attributed

to “corporate action by FuturHealth,” and that “[e]ven if one assumed FuturHealth owed

fiduciary duties ... those duties do not permit blind execution in the face of

irregularities,” namely the missing Agreements from the Consent Package. See id. at 8.

The Court finds that there are serious questions as to whether the TLA and its

arbitration provision are void due to Levan and Mahoney’s alleged fraud in the execution.

Although Goglia and Saridakis may not have received or read the Agreements (which

includes the TLA), they received and signed the “Written Consent,” which refers to the

Agreements. See dkt. 17-5, Ex. 2; Kleveland v. Chi. Title Ins., 141 Cal. App. 4th 761,

765 (2006) (“[A] contract ... may include provisions that are not physically part of the

basic document so long as those provisions are sufficiently incorporated by reference.”’).

Thus, ordinarily, Goglia’s and Saridakis’ failure to obtain and read the Agreements

referred to in the Written Consent defeats their fraud in the execution claim. See Desert

Outdoor Advert. v. Superior Court, 196 Cal. App. 4th 866, 872 (2011). However,

because Levan and Mahoney likely owed a fiduciary duty to Goglia and Saridakis as co-

members of Goglia Nutrition, the parties’ fiduciary relationship could have excused

Goglia and Saridakis from reading the Agreements and instead allowed them to rely on

Levan and Mahoney’s alleged representations of the Agreements; thus, Levan and

Mahoney’s representations, if fraudulent, could constitute constructive fraud in the

execution. See Brown, 168 Cal. App. 4th at 959; Marshall v. Ameriprise Fin. Servs., 735

F. Supp. 3d 1229, 1239 (E.D. Cal. 2024) (citation omitted).!

' At the hearing, counsel for FuturHealth argued that Brown and Marshall are factually

distinct from this case and merit a conclusion opposite to the Court’s conclusion.

Counsel argues that in Brown and Marshall, the non-fiduciary parties to the arbitration

agreements were particularly vulnerable to being taken advantage of by the fiduciary

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

Because there are serious questions as to whether Goglia and Saridakis were

“deceived as to the very nature of [the Agreements]” as a result of Levan and Mahoney’s

representations, Brown, 168 Cal. App. 4th at 958, the Court finds it appropriate to defer

consideration on the issue of whether the TLA—which contains the arbitration

provision—is void due to Levan and Mahoney’s alleged fraud in the execution. See

Rosenthal, 14 Cal. 4th at 415 (1996) (fraud in the execution voids the entire contract,

including the arbitration provision). Accordingly, the Court defers consideration on

FuturHealth’s motion to compel arbitration.

Should subsequent evidence establish that the TLA was not void as a result of

fraud in the execution, FuturHealth may renew its motion.

B. Levan and Mahoney’s Motion to Compel Judicial Reference and

Compel Arbitration

Levan and Mahoney argue that their motion to compel judicial reference should be

granted because Levan and Mahoney, two of the four managing members of plaintiff

Goglia Nutrition, entered into an Operating Agreement that requires all disputes arising

out of or relating to the Operating Agreement to be resolved through California’s judicial

reference procedures.” Levan Mahoney Mot. at 4. Levan and Mahoney argue that

stockbroker parties. Counsel contends that the scope of a fiduciary’s obligation to

explain the terms of a contract is fact-specific, and that here, where plaintiffs Goglia and

Saridakis are sophisticated businesspeople and shared duties of care toward Goglia

Nutrition, LLC, the fiduciary duty of Levan and Mahoney should not excuse Goglia and

Saridakis’s failures to read the arbitration provision. The Court finds that FuturHealth’s

argument is misplaced. FuturHealth’s arguments address the serious question of whether

the TLA and its arbitration provision are void due to Levan and Mahoney’s alleged fraud

in the execution. However, until that question is answered, the Court cannot decide

FuturHealth’s motion to compel arbitration.

? The judicial reference provision in the Operating Agreement states: “DISPUTE

RESOLUTION. EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY

CONTROVERSY, CLAIM, ACTION OR DISPUTE ARISING OUT OF OR

RELATING TO THIS AGREEMENT SHALL BE HEARD BY A REFEREE

PURSUANT TO THE PROVISIONS OF CALIFORNIA CODE OF CIVIL

UNITED STATES DISTRICT COURT

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Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

“California public policy strongly favors the enforcement of judicial reference

provisions” and that “|f]ederal courts regularly enforce agreements to resolve disputes

through the procedures under C.C.P. § 638.” Id. at 16-17. Here, Levan and Mahoney

argue that plaintiff's claims against them fall squarely within the scope of the Operating

Agreement’s judicial reference provision because “[t|]he Operating Agreement, and

Member Defendants’ obligations under the Operating Agreement, are central to each of

G-Plans’ claims against them.” Id. at 18. Namely, they argue that “[t|he Operating

Agreement requires that Member Defendants each ‘discharge his duties as a Manager or

Officer in accordance with good faith business judgment” and that “each of the Counts

alleged against [Levan and Mahoney] is based on the claim that Member Defendants did

the exact opposite of acting with good faith business judgment.” Id. “Further, in

connection with their creation and operation of FuturHealth as an alleged competing

business, [Levan and Mahoney] are alleged to have breached the Operating Agreement’s

specific prohibition on operating a business in competition with G-Plans’ Specific

Business. And, by purportedly conveying G-Plans’ intellectual property to FuturHealth

... [Levan and Mahoney] are also alleged to have breached the Operating Agreement’s

requirement that such transfers of Company property be approved by the Management

Committee.” Thus, Levan and Mahoney argue that all of plaintiff's claims arise out of

relate to the Operating Agreement and are subject to judicial reference.

In the alternative, Levan and Mahoney further argue that plaintiff should be

equitably estopped from denying them the benefits of the TLA’s arbitration clause even

though they are not parties to it. They contend that “|e|quitable estoppel applies (1)

when a signatory must rely on the terms of the written agreement in asserting its claims

against the nonsignatory or the claims are intimately founded in and intertwined with the

underlying contract, [or] (2) when the signatory alleges substantially interdependent and

concerted misconduct by the nonsignatory and another signatory and the allegations of

interdependent misconduct are founded in or intimately connected with the obligations of

the underlying agreement.’” Id. at 20 (quoting Murphy v. DirecTV, Inc., 724 F.3d 1218,

1229 (9th Cir. 2013)). Here, Levan and Mahoney argue that plaintiffs claims against

them rely on and are intertwined with the TLA because “[Levan and Mahoney] are

alleged to have wrongfully obtained G-Plans’ agreement to enter into the TLA and to

PROCEDURE SECTIONS 638 THROUGH 645.1, INCLUSIVE....” Dkt. 304, Ex. A, at

43.

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES — GENERAL ‘Oo’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

then have used the TLA to first obtain G-Plans’ trade secrets and intellectual property and

then use those trade secrets and intellectual property to compete against G-Plans, in

alleged breach of the TLA’s limitations on FuturHealth’s use of that technology. ... In

the absence of the TLA and [Levan and Mahoney’s] alleged wrongdoing in connection

with the TLA, most of the claims against [Levan and Mahoney] would not exist.” Id. at

20-21.

Second, Levan and Mahoney argue that plaintiffs claims against them are based

on alleged interdependent misconduct by them and FuturHealth, which 1s a signatory to

the TLA and its arbitration provision: “Throughout the Complaint, ... [Levan and

Mahoney] are alleged to have worked in concert with FuturHealth to enable FuturHealth

to use the TLA to obtain G-Plans’ trade secrets and other intellectual property and then,

in breach of the TLA, use those trade secrets and other intellectual property to compete

against G-Plans and usurp its business opportunities.” Id. at 21. They argue that “[t]he

interdependent nature of the allegations of wrongdoing against Levan, Mahoney and

FuturHealth is confirmed by the Complaint’s Second Count, which alleges FuturHealth

aided and abetted Levan’s and Mahoney’s breaches of fiduciary duty by serving as the

vehicle for their wrongful transfer of G-Plans’ trade secrets and intellectual property ...

[and] by the Complaint’s Sixteenth Count for Civil Conspiracy, which alleges

FuturHealth, Member Defendants formed an agreement to work together to

misappropriate G-Plans’ intellectual property and divert corporate opportunities to

FuturHealth through the FuturHealth agreements, including the TLA.” Id. at 21. Thus,

Levan and Mahoney maintain that plaintiff's claims against them are “[1] founded upon

and intertwined with the TLA and are [2] entirely interdependent with the wrongdoing

allegedly committed by FuturHealth.” Id.

Finally, like FuturHealth, Levan and Mahoney argue that plaintiffs alleged fraud

in the execution claim does not preclude judicial reference or arbitration. First, they

argue that the claim is meritless and therefore does not render the arbitration provision in

the TLA unenforceable. Id. at 22-23. Second, they argue that because the fraud in the

execution claim pertains only to the validity of the Agreements (including the TLA), it

“does not attack the validity of the Operating Agreement (or its judicial reference

provision).” Id. at 23.

In opposition, plaintiff argues that Levan and Mahoney’s motion to compel judicial

reference should be denied. Opp. at 20. Plaintiff argues that defendants err in arguing

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES — GENERAL ‘Oo’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

that courts must enforce judicial reference agreements; rather, plaintiff contends that

under California Supreme Court’s holding in Tarrant Bell Property, LLC v. Superior

Court, 51 Cal. 4th 538 (2011), trial court have discretion not to enforce valid reference

agreements under Section 638 of the California Code of Civil Procedure. Id. at 20.

Plaintiff argues that under Tarrant Bell, the Court should exercise its discretion to

deny judicial reference because the present case “presents precisely the scenario that

Tarrant Bell addressed: a multi-party dispute where not all parties can be compelled to a

single private forum.” Id. at 22. First, plaintiff argues that defendant FuturHealth is not

subject to the Operating Agreement’s reference clause and is bound only by the TLA’s

arbitration clause; thus, “[i]f Levan and Mahoney are sent to a referee while FuturHealth

remains in [this Court], the result would be precisely what Tarrant Bell avoided: ‘parallel

proceedings’ on overlapping issues.” Id. Second, plaintiff argues that judicial reference

is inappropriate because defendant Hambidge, whose “liability arises from the same

operative facts ... as the claims against his co-defendants [Levan and Mahoney],” is not

subject to any arbitration clause or reference clause. Id. at 23. Thus, plaintiff argues that

the risk of inconsistent judgments is great because “[a] referee might find that Levan and

Mahoney disclosed their ownership interest while this Court finds they concealed it. A

referee might conclude the transaction was fair while this Court finds it fraudulent. Such

irreconcilable results would undermine confidence in both proceedings.” Id.

Regarding Levan and Mahoney’s equitable estoppel theory, plaintiff argues that it

is meritless because it “applies only when (1) the plaintiffs claims are intimately founded

in the contract containing the arbitration provision, and (2) the plaintiff seeks to impose

the contract’s duties on the non-signatory while evading the arbitration clause.” Id. at 24.

Here, however, plaintiff argues that it “is not suing [any defendant under] the TLA at all;

indeed, Plaintiff maintains the TLA 1s void ab initio”; rather, plaintiffs claims “stem

from Defendants’ fiduciary duties as managers under the Operating Agreement, not from

any obligation imposed by the TLA.” Id. Second, plaintiff argues that “equity forbids

Levan and Mahoney from taking advantage of their own wrongdoing. Cal. Civ. Code §

3517 (‘No one can take advantage of their own wrong’). Levan and Mahoney are not

innocent nonsignatories seeking the benefit of an arbitration clause—they are the very

fiduciaries who orchestrated the fraud that rendered the TLA void.” Id.

In reply, Levan and Mahoney argue that the concern of inconsistent results raised

in Tarrant Bell is not applicable here because Tarrant Bell “involved 120 plaintiffs all

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

alleging the same claims but only 100 of which were subject to a judicial reference

procedure.” Levan and Mahoney Reply at 1-2. In this case, Levan and Mahoney argue

that “while there are some overlapping factual issues, the gravamen of [plaintiffs] claims

against |] two sets of defendants [Levan and Mahoney; FuturHealth and Hambidge] are

different such that the “use of the judicial reference procedure for the claims against

[Levan and Mahoney] does not present the level of concern regarding inconsistent results

that led to the decision not to enforce the judicial reference provisions at issue in Tarrant

Bell.” Id. at 3-4.

In the alternative, Levan and Mahoney argue that the Court should, as a matter of

equity, compel arbitration of plaintiff's claims against them under the TLA because “all

of [plaintiff's] claims against [Levan and Mahoney], in addition to arising out of the

Operating Agreement, also rely on and are intertwined with the TLA.” Id. at 4.

The Court declines to grant Levan and Mahoney’s motion to compel judicial

reference. Although some “[d]istrict courts have adhered to th[{e] strong policy in

enforcing judicial reference agreements,” Performance Jet Skis LLC v. Bank of Am.,

NA., No. 2:24-CV-02328-MRA-PVC, 2025 WL 1135282, at *2 (C.D. Cal. Mar. 14,

2025), the California Supreme Court’s holding in Tarrant Bell instructs that certain

circumstances warrant courts’ exercise of their discretion to not enforce valid reference

agreements. 51 Cal. 4th 538 at 542. In particular, the California Supreme Court

suggested that declining to enforce reference agreements 1s particularly appropriate cases

where “[o|rdering two groups of real parties in interest to try their cases in separate but

parallel proceedings would not reduce the burdens on this court or the parties, result in

any cost savings, streamline the proceedings, or achieve efficiencies of any kind.” Id. at

541. This is the case here. Only Levan and Mahoney are subject to the judicial reference

provision in the Original Agreement, whereas FuturHealth and Hambidge are not.

However, all four defendants’ liability arises from the same operative facts and requires

resolution of many of the same legal issues such that granting judicial reference would

result in “parallel proceedings” on overlapping issues and result in duplicative litigation

and inconsistent rulings. Namely, “|t|he claims against all Defendants arise from a single

fraudulent scheme: the secret creation of FuturHealth, the concealment of ownership

interests, the manipulation of documents, and the transfer of technology through

agreements procured by fraud. A referee might find that Levan and Mahoney disclosed

their ownership interest while this Court finds they concealed it. A referee might

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES —- GENERAL ‘oO’

Case No. 2:25-cv-08840-CAS-MAAx Date December 22, 2025

Title Goglia Nutrition, LLC v. John Levan et al.

conclude the transaction was fair while this Court finds it fraudulent.” Opp. at 23.

Because the risk of inconsistent results would be significant, the Court declines to compel

judicial reference with respect to plaintiffs claims against Levan and Mahoney.

Regarding Levan and Mahoney’s motion to compel arbitration under a theory of

equitable estoppel, the Court defers consideration on the issue because, as discussed

above, the Court finds it appropriate to defer consideration on the issue of whether the

TLA—which contains the arbitration provision—is void due to Levan and Mahoney’s

alleged fraud in the execution.

V. CONCLUSION

In accordance with the foregoing, the Court DENIES Levan and Mahoney’s

motion to compel judicial reference under the Operating Agreement.

The Court defers consideration on FuturHealth’s motion to compel arbitration.

The Court defers consideration on Levan and Mahoney’s motion to compel

arbitration under a theory of equitable estoppel.

IT IS SO ORDERED.

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