The opinion
IN THE SUPREME COURT OF
CALIFORNIA
LAW FINANCE GROUP, LLC,
Plaintiff and Appellant,
v.
SARAH PLOTT KEY,
Defendant and Respondent.
S270798
Second Appellate District, Division Two
B305790
Los Angeles County Superior Court
19STCP04251
June 26, 2023
Justice Kruger authored the opinion of the Court, in which
Chief Justice Guerrero and Justices Corrigan, Liu, Groban,
Jenkins, and Evans concurred.
LAW FINANCE GROUP, LLC v. KEY
S270798
Opinion of the Court by Kruger, J.
Law Finance Group, LLC, prevailed in an arbitration
against Sarah Plott Key and filed a petition to confirm the
award. Key filed a response seeking vacatur of the award, but
she did so outside the 100-day deadline prescribed by Code of
Civil Procedure section 1288.2. The primary questions now
before us are whether, as the Court of Appeal held, this 100-day
deadline is jurisdictional and, if not, whether the deadline is
subject to the equitable doctrines of tolling and estoppel. We
hold that the section 1288.2 deadline neither is jurisdictional
nor otherwise precludes equitable tolling or estoppel. We
remand for the Court of Appeal to determine in the first instance
whether Key is entitled to equitable relief from the deadline.
I.
The question in this case arises from a dispute within a
dispute. After her parents’ death, Sarah Plott Key became
embroiled in a disagreement with her sister, Elizabeth Plott
Tyler, over the disposition of the Plott Family Trust (the Trust).
Under the terms of the Trust, Key’s parents had provided
equally for their three daughters, so that each would inherit a
one-third interest in the parents’ estate. When her mother died,
Key expected to receive her one-third share. She soon learned,
however, that several years before, her mother had executed an
amendment to the Trust that effectively disinherited Key of
millions of dollars. Believing the disinheritance was her sister’s
1
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
handiwork, Key filed a probate action against Tyler, alleging
that Tyler had procured the Trust amendment through undue
influence over their mother.
Key soon encountered difficulties in litigating the probate
action. On the eve of trial, Key had run out of money to pay her
litigation expenses, and her attorneys threatened to withdraw
from the case. To continue financing the litigation, Key turned
to Law Finance Group, LLC (which, for simplicity’s sake, we will
refer to as Lender), a California-licensed finance lender. The
business relationship between Key and Lender would soon
result in a second dispute, which gives rise to the issues now
before us.
Key and Lender entered a contract (the Agreement) under
which Lender agreed to loan Key up to $3 million to pay her
attorneys’ fees, and Key ultimately borrowed $2.4 million for
that purpose. Lender charged interest at a rate of 1.53 percent
per month, compounded monthly, with additional compound
interest of 0.5 percent accruing monthly in the event of default.
The Agreement also charged a due diligence fee of up to $10,000,
an origination fee of $60,000, and a monthly loan-servicing fee
of 0.25 percent of the outstanding loan principal. The loan was
nonrecourse, meaning that Key’s potential liability under the
loan was limited to her interest in the Trust and that Lender
would not have recourse to her other assets for repayment. The
Agreement also included an arbitration provision.
Key ultimately prevailed in the probate action against
Tyler, winning entitlement to one-third of her parents’ estate,
equivalent to about $20 million. Upon the successful completion
of the litigation, Key repaid Lender the $2.4 million loan
principal. But she refused to pay any of the interest or fees,
2
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
claiming they were unlawful under the California Financing
Law (Fin. Code, § 22000 et seq.), which restricts the interest and
fees that can be charged on consumer loans (see id., §§ 22306
[forbidding charges not allowed by statute], 22309 [forbidding
compound interest]; see also id., § 22001, subd. (b) [making
these provisions applicable to consumer loans]).
Lender submitted the dispute to arbitration, seeking
about $3.5 million in unpaid compound interest and fees. The
arbitration panel concluded that the Agreement was generally
enforceable but that the interest and fee provisions violated the
California Financing Law. The panel agreed with Key that
because the loan was meant to finance a dispute about her
parental inheritance, the loan should be classified not as a
“commercial loan” but as a “consumer loan” — that is, a loan
“the proceeds of which are intended by the borrower for use
primarily for personal, family, or household purposes” (Fin.
Code, § 22203) — and that as such, the loan was subject to the
statute’s restrictions on compound interest and certain other
fees. In so concluding, the panel rejected Lender’s argument
that the loan was exempt from those prohibitions as a loan with
a bona fide principal amount of $5,000 or more. (See id.,
§ 22250, subd. (b).)
The panel disagreed, however, with Key’s further
argument that, as a consequence of its efforts to charge the
disputed compound interest and fees, Lender should be barred
from recovering any amount under the Agreement beyond the
principal she had already repaid. Key’s argument relied on
Financial Code section 22750, subdivision (a), which says that if
a loan contract “willfully” charges “any amount other than, or in
excess of, the charges permitted by” the California Financing
Law, “the contract of loan is void, and no person has any right
3
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
to collect or receive any principal, charges, or recompense in
connection with the transaction.” Rejecting the argument, the
panel calculated “a fair computation of damages” based on what
Key would have owed if the Agreement had charged simple,
rather than compound, interest at the designated monthly rate,
plus an additional assessment for default interest. In total, the
panel awarded Lender about $800,000 in damages, plus
substantial attorneys’ fees and costs, and it also required Key to
cover the arbitration forum’s administrative expenses.
The arbitration panel served the parties with the final
award on September 19, 2019. On October 1, Lender filed a
petition in superior court to confirm the award.
On October 10, Key’s attorney called Lender’s attorney to
discuss various procedural matters related to Lender’s petition.
On that phone call, Key’s attorney informed Lender that Key
planned to file a petition to vacate the award in addition to her
response in opposition to Lender’s petition to confirm. They also
discussed their mutual understanding that under Code of Civil
Procedure section 1290.6 (section 1290.6), Key had 10 days from
the filing of the petition to confirm — that is, until October 11,
the next day — to file her response to the petition. The
attorneys agreed to extend the time for response. The attorneys
further agreed to coordinate a hearing date so that the trial
court could consider both Lender’s petition to confirm and Key’s
petition to vacate at the same time, and to set a briefing
schedule for both petitions corresponding to that date. In
exchange for Lender’s agreement to extend the October 11
deadline and adhere to the joint briefing schedule, Key agreed
to waive personal service of Lender’s petition to confirm and to
use a peremptory challenge to disqualify the assigned trial
judge. Key’s attorney memorialized their agreement in a follow-
4
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
up e-mail, noting that the parties had “agreed that the 10 day
time period for filing a Petition to Vacate will not apply” and
that the parties would “work backwards” from the hearing date
“to come up with a briefing schedule [that] will include
oppositions and replies.”
On December 12 — 84 days after service of the arbitral
award — Lender’s attorney e-mailed Key’s attorney asking, “Do
you know when your substantive petition is due? I know we
talked conceptually about timelines way back. I just don’t know
with the hearing date set . . . whether we need to revisit that or,
just go according to standard timing.” Key’s attorney did not
respond. On January 21, Key’s attorney e-mailed Lender’s
attorney, informing him that he was “getting [the] moving
papers prepared” and stating: “Looks like the last day to file
and serve is January 27.” The attorneys corresponded by phone
shortly after to finalize the details of filing and serving the
documents.
On January 27 — 130 days after service of the arbitral
award — Key filed her petition to vacate the award. Then, on
February 5 — 139 days after service — Key filed her response
in opposition to Lender’s petition to confirm, in which she also
argued that the trial court should vacate the award. Key’s
primary contention in both filings was that the arbitration panel
exceeded its authority by enforcing a modified version of the
Agreement despite concluding that Lender had attempted to
charge unlawful compound interest and fees. She argued that,
rather than reform the contract by requiring Key to pay simple
interest, the arbitration panel should have declared the loan
void under Financial Code section 22750, subdivision (a), and
forbidden Lender from collecting any recompense in connection
with the transaction.
5
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
In response, Lender argued that Key’s request to vacate
was untimely because neither her petition to vacate nor her
response to Lender’s confirmation petition was filed within 100
days after service of the final award, as Code of Civil Procedure
section 1288 requires for a petition to vacate, and as Code of
Civil Procedure section 1288.2 also requires for a response
requesting vacatur.
The trial court denied Key’s petition to vacate as untimely
under Code of Civil Procedure section 1288 but deemed her
response to Lender’s petition to confirm “timely under [section]
1290.6,” in view of the attorneys’ agreement to a joint briefing
schedule. On the merits, the trial court agreed with Key that
the arbitrators “violate[d] [Key’s] unwaivable statutory rights”
and “contravene[d] an explicit legislative expression of public
policy” by refusing to void the contract under Financial Code
section 22750 and instead limiting Lender’s recovery. The trial
court accordingly vacated the award.
The Court of Appeal reversed. (Law Finance Group, LLC
v. Key (2021) 67 Cal.App.5th 307, 313, 325.) Unlike the trial
court, the appellate court concluded that the response
requesting vacatur was untimely under Code of Civil Procedure
section 1288.2, which imposes a 100-day deadline for a response
to a petition to confirm when the response requests that the
award be vacated. (Law Finance Group, at pp. 313, 316–321.)
The court held that the 100-day deadline was jurisdictional and
that the parties therefore lacked the power to extend it by
stipulation. (Id. at p. 322; see id. at pp. 321–324.) The court
also rejected Key’s argument that she could raise her challenges
to the arbitration award regardless of whether she filed a timely
request to vacate because the Agreement was an illegal contract
that courts may not enforce. (Id. at p. 322, fn. 8.)
6
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
We granted review.
II.
The California Arbitration Act (Act) (Code Civ. Proc.,
§ 1280 et seq.) is “ ‘a comprehensive statutory scheme regulating
private arbitration in this state.’ ” (Haworth v. Superior Court
(2010) 50 Cal.4th 372, 380.) The Act sets out procedures
governing judicial proceedings related to arbitration, including
both prearbitration disputes related to the enforceability of
agreements to arbitrate and postarbitration disputes to settle
the status of an arbitral award. (See Code Civ. Proc., pt. 3, tit. 9,
ch. 5 [“General Provisions Relating to Judicial Proceedings”].)
Whether the context is pre- or postarbitration, the general
pleading rules governing the commencement of the proceeding
are the same. The proceeding begins with the filing of a petition,
and any person named as a respondent in that petition may file
a response. (Code Civ. Proc., § 1290.) In general, “[a] response
shall be served and filed within 10 days after service of the
petition,” unless that time is “extended by an agreement in
writing between the parties to the court proceeding or, for good
cause, by order of the court.” (§ 1290.6.)
The Act also sets out a more specific set of procedures
governing postarbitration proceedings, including deadlines by
which parties seeking to confirm or vacate an arbitral award
must file those requests with the court. (See Code Civ. Proc., pt.
3, tit. 9, ch. 4 [“Enforcement of the Award”].) A party seeking to
confirm the arbitral award may file a petition within four years
of the service of the final award.1 (Code Civ. Proc., § 1288.) A
1 Under California law, an arbitration award has the status of
a contract between the parties. (Code Civ. Proc., § 1287.6.) The
four-year limitations period to file a petition to confirm matches
the limitations period for an action for breach of contract.
7
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
party seeking to vacate the arbitral award, however, has much
less time. A request to vacate may be made either in a petition
to vacate (id., § 1285) or in a response to the petition to confirm
(id., § 1285.2). Regardless of the method, the Act imposes the
same deadline: “A petition to vacate an award . . . shall be
served and filed not later than 100 days after the date of the
service of a signed copy of the award on the petitioner” (id.,
§ 1288), and identically, “[a] response requesting that an award
be vacated . . . shall be served and filed not later than 100 days
after the date of service of a signed copy of the award” on the
respondent (id., § 1288.2).
In this case, Key filed a petition to vacate the arbitral
award some 130 days after service of the final award. Nine days
later, she filed a response to Lender’s petition to confirm in
which she likewise requested that the award be vacated. It is
undisputed that Key’s first request to vacate was untimely,
because her petition to vacate was filed outside the 100-day limit
set by Code of Civil Procedure section 1288 (section 1288). The
threshold question we must address is whether Key’s failure to
meet the 100-day deadline set by Code of Civil Procedure section
1288.2 (section 1288.2) rendered her second request to vacate
untimely as well. Key argues the answer is no, because she filed
that request within the time period allowed under section
1290.6 for responding to Lender’s confirmation petition. Lender
does not dispute that Key’s response was filed within the time
limits described in section 1290.6 but argues that the request to
(Recommendation and Study Relating to Arbitration (Dec. 1960)
3 Cal. Law Revision Com. Rep. (1961) p. G-9 (hereafter
Recommendation); Code Civ. Proc., § 337, subd. (a).)
8
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
vacate the award was nonetheless untimely under section
1288.2. Lender is correct.
Under the plain terms of sections 1288 and 1288.2, Key
had 100 days from the service of the final award to request that
the arbitration award be vacated — whether she chose to do so
via a standalone petition to vacate or via a response to Lender’s
petition to confirm the award. Key’s argument that her 139-day
filing was nonetheless timely depends on the proposition that
section 1290.6 — a general statutory provision permitting
parties to extend the default 10-day period for any responsive
filing in an arbitration matter — supersedes the specific 100-
day deadline for requesting that an arbitration award be
vacated, at least when a petition to confirm has been filed within
100 days of the award’s service. But under the governing
statutes, neither deadline supersedes the other. On the
contrary, when a filing both (1) responds to a petition to confirm,
and (2) requests that the arbitration award be vacated, both
deadlines apply: (1) Absent a written agreement or court order,
the response must be filed within 10 days after service of the
petition to confirm and (2) in any event, no later than 100 days
after service of the award.2 This rule respects the plain
language of both provisions without reading an unnecessary
conflict into the statutory scheme. (Dyna-Med, Inc. v. Fair
Employment & Housing Com. (1987) 43 Cal.3d 1379, 1387
[“[S]tatutes or statutory sections relating to the same subject
2 We need not and do not decide whether a party that fails to
file a timely response under section 1290.6 may nevertheless
request vacatur in a petition to vacate filed within the limitations
period of section 1288. (See Darby v. Sisyphian, LLC (2023) 87
Cal.App.5th 1100, 1110, fn. 7.)
9
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
must be harmonized, both internally and with each other, to the
extent possible.”].)
This understanding of the operation of the 100-day
deadline is consistent with the Legislature’s evident purpose in
enacting it. (See Day v. City of Fontana (2001) 25 Cal.4th 268,
272 [“Our fundamental task in construing a statute is to
ascertain the intent of the lawmakers so as to effectuate the
purpose of the statute.”].) To promote arbitral finality and
judicial economy, the Legislature deliberately put proceedings
to vacate on a different timeline than the more leisurely timeline
for proceedings to confirm an arbitration award.
In its study recommending the relevant revisions to the
arbitration statutes, the California Law Revision Commission
explained that the prevailing party in arbitration should
normally be able to obtain satisfaction of the award without
resorting to the courts for confirmation. If the losing party
refuses to comply, however, the confirmation procedure provides
“a method of expeditiously enforcing an arbitration award.”
(Recommendation (Dec. 1960) 3 Cal. Law Revision Com. Rep.,
supra, at p. G-9; see Feldman, Arbitration Modernized — The
New California Arbitration Act (1961) 34 So.Cal. L.Rev. 413, fn.
1 [noting that the Legislature unanimously enacted the
California Law Revision Commission’s draft bill without
changes].) That mechanism remains available for four years,
preserving a remedy for the prevailing party even if the refusal
to comply with the terms of the award occurs long after its
service. (3 Cal. Law Revision Com. Rep., at p. G-9.)
By contrast, if the losing party wishes to attack the award,
the statutes make clear that such a challenge must be made
promptly to promote the timely final resolution of the matters
10
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
submitted to arbitration. (See Recommendation (Dec. 1960)
3 Cal. Law Revision Com. Rep., supra, at p. G-58.) If such a
challenge is made, the Act requires the court to settle all issues
relating to the status of the arbitral award in a single
proceeding, by either confirming the award (as rendered or as
corrected by the court) or by vacating it. (Code Civ. Proc., § 1286
[“If a petition or response under this chapter is duly served and
filed, the court shall confirm the award as made . . . unless in
accordance with this chapter it corrects the award and confirms
it as corrected, vacates the award or dismisses the proceeding.”];
3 Cal. Law Revision Com. Rep., at p. G-9 [“When a court
entertains any proceeding relating to an award, it should finally
settle the status of the award so that it will be unnecessary for
the parties to return to the court at a later time for another
determination of the status of the award.”].) Reading the 100-
day limitations period as a statutory outer boundary on the
timeliness of a vacatur request, even when the request is made
in response to a petition to confirm, respects the Legislature’s
evident purpose to promote the efficient final resolution of
disputes decided in arbitration.
Key argues that it would do no harm to the Legislature’s
aims if we were to recognize a modest exception for
circumstances when the prevailing party files a petition to
confirm within the first 100 days after the service of the award,
as Lender did here, rather than later in the four-year limitations
period. But the statute contains no exception based on when the
petition to confirm is filed. And there is nothing modest about
recognizing a statutory exception the Legislature did not write.
Key cites several Court of Appeal cases as support for her
position. But as she acknowledges, none of those cases actually
confronted the situation here, where the party seeking to vacate
11
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
the award complied with the general section 1290.6 deadline for
responses in arbitration matters, but not section 1288.2’s 100-
day deadline for responses requesting vacatur. In several of
them, the losing party to the arbitration complied with the 100-
day deadline, so the court had no occasion to consider the
consequences of a failure to adhere to that deadline. (Rivera v.
Shivers (2020) 54 Cal.App.5th 82, 93–94; Oaktree Capital
Management, L.P. v. Bernard (2010) 182 Cal.App.4th 60, 64–66
(Oaktree Capital Management); Coordinated Construction, Inc.
v. Canoga Big “A,” Inc. (1965) 238 Cal.App.2d 313, 316–317.) In
every other case, the losing party to the arbitration failed to
comply with both section 1290.6 and section 1288.2 — meaning
that those cases also had no reason to determine whether one
deadline superseded the other. (Soni v. SimpleLayers, Inc.
(2019) 42 Cal.App.5th 1071, 1081–1082; Douglass v.
Serenivision, Inc. (2018) 20 Cal.App.5th 376, 384–385; Santa
Monica College Faculty Assn. v. Santa Monica Community
College Dist. (2015) 243 Cal.Ap.4th 538, 543–545; Eternity
Investments, Inc. v. Brown (2007) 151 Cal.App.4th 739, 742, 745;
Lovret v. Seyfarth (1972) 22 Cal.App.3d 841, 847–849, 856
(Lovret); DeMello v. Souza (1973) 36 Cal.App.3d 79, 83–84
(DeMello).) None of the cited cases stand for the rule that Key
presses here — and, to the contrary, several of the cases plainly
state that a party seeking to vacate an award must raise that
challenge within 100 days of the award’s service. (See, e.g.,
Eternity Investments, at p. 746 [“[T]he Browns did not serve or
file a petition or response to correct or vacate the award before
the 100-day period expired. . . . At that point, it was too late for
the Browns to seek correction or vacatur.”].)
To conjure support for her position, Key plucks sentences
in those decisions from their factual context. For example, she
12
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
notes that some cases have characterized section 1290.6 as an
“exception” to section 1288.2 that applies when the prevailing
party in arbitration has filed a petition to confirm. (E.g., Oaktree
Capital Management, supra, 182 Cal.App.4th at pp. 66–67;
DeMello, supra, 36 Cal.App.3d at p. 83; see also, e.g., Lovret,
supra, 22 Cal.App.3d at p. 856 [stating that when a petition to
confirm is filed, “the time for filing a response is governed by
section 1290.6 and not section 1288.2” (fn. omitted)].)
Considered in their factual context, though, those statements
mean only that section 1290.6 may shorten the time for filing a
response requesting vacatur when a confirmation petition has
been filed. In other words, a party may not get the full benefit
of the 100-day deadline for filing a response seeking vacatur if
section 1290.6 dictates a shorter timeline. The cases do not hold,
as Key now urges, that section 1290.6 could extend that time
beyond section 1288.2’s 100-day limitations period.
III.
A.
Having established that Key’s vacatur requests were filed
outside the applicable statutory period, we move to the central
issue before us. Key argues that her untimely filing should be
accepted under the doctrines of equitable tolling and equitable
estoppel. Lender, for its part, argues that those doctrines do not
apply because section 1288.2’s deadline is jurisdictional, which
means the courts have no power to adjust it for equitable
reasons. The Court of Appeal agreed with Lender that section
1288.2 sets out a jurisdictional limitation. We disagree and hold
that section 1288.2 is not jurisdictional in the relevant sense.
As we have often observed, “the term ‘jurisdiction’ has
‘many different meanings.’ ” (Quigley v. Garden Valley Fire
13
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
Protection Dist. (2019) 7 Cal.5th 798, 807 (Quigley), quoting
Abelleira v. District Court of Appeal (1941) 17 Cal.2d 280, 287.)
Lender’s jurisdictional argument in this case concerns what we
have called the courts’ “fundamental” jurisdiction. “A lack of
fundamental jurisdiction is ‘ “ ‘an entire absence of power to
hear or determine the case, an absence of authority over the
subject matter or the parties.’ ” ’ ” (Kabran v. Sharp Memorial
Hospital (2017) 2 Cal.5th 330, 339 (Kabran), quoting People v.
Lara (2010) 48 Cal.4th 216, 224.) Because a lack of fundamental
jurisdiction implicates “the basic power of a court to act,” courts
must enforce jurisdictional limitations even if considerations of
waiver, estoppel, consent, or forfeiture might otherwise excuse
a party’s failure to comply with them. (Quigley, at p. 807; see
also Wilkins v. United States (2023) 598 U.S. ___, ___ [143 S.Ct.
870, 876] (Wilkins); Boechler, P.C. v. Commissioner of Internal
Revenue (2022) 596 U.S. ___, ___ [142 S.Ct. 1493, 1497]
(Boechler).) In other words, when a party fails to comply with a
jurisdictional time bar, the court has no choice but to dismiss
the case for lack of jurisdiction, even if equitable concerns would
support reaching the merits.
Because of those harsh consequences, we apply a
“presumption that statutes do not limit the courts’ fundamental
jurisdiction absent a clear indication of legislative intent to do
so.” (Quigley, supra, 7 Cal.5th at p. 808, citing, e.g., Kabran,
supra, 2 Cal.5th at pp. 342–343; see Wilkins, supra, 598 U.S. at
p. ___ [143 S.Ct. at p. 876].) This approach reflects “ ‘a
preference for the resolution of litigation and the underlying
conflicts on their merits by the judiciary.’ ” (Quigley, at p. 808,
quoting Kabran, at pp. 342–343.) To be sure, mandatory
procedural rules — like many statutes of limitations or other
filing deadlines — serve important policy goals, and courts must
14
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
enforce them when properly raised. (See Kabran, at pp. 341–
342.) But we will not assume that the Legislature intended to
imbue a time bar with jurisdictional consequences merely
because the statute speaks in mandatory terms; as we have said,
“jurisdictional rules are mandatory, but mandatory rules are not
necessarily jurisdictional.” (Id. at p. 342; see id. at pp. 340–342.)
To establish that a particular filing deadline is jurisdictional,
more is required. Much as the high court has said of Congress,
our Legislature “must do something special, beyond setting an
exception-free deadline, to tag a statute of limitations as
jurisdictional” in the fundamental sense. (United States v. Kwai
Fun Wong (2015) 575 U.S. 402, 410.)
Here, nothing in section 1288.2’s instructions for the
timing of responses requesting vacatur clearly indicates the
Legislature’s intent to remove a class of cases from the court’s
fundamental jurisdiction. Section 1288.2 speaks only to
obligations of the litigants and makes no reference at all to the
power of the courts — in other words, the section reads as an
ordinary statute of limitations. Lender argues, however, that
the jurisdictional limitation resides in a neighboring section of
the Act, Code of Civil Procedure section 1286.4 (section 1286.4),
which admonishes that “[t]he court may not vacate” an award if
the petition or response requesting vacatur is not “duly served
and filed.” (Id., subd. (a).) A response has not been “duly served
and filed” (ibid.), in Lender’s view, if it has not been filed in
accordance with the procedural requirements of the statute,
including the 100-day time limit set forth in section 1288.2.
The language of section 1286.4 differs in important
respects from language we have previously regarded as evidence
that the Legislature intended to mark a filing deadline as
jurisdictional. For example, the Code of Civil Procedure
15
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
prescribes deadlines for a party seeking a new trial to file a
notice of intent (id., § 659) and for the court to rule on the motion
for a new trial (id., § 660). Under those provisions, the party’s
time to file the notice “shall not be extended by order or
stipulation” (id., § 659, subd. (b)), and assuming the moving
party files timely notice, “the power of the court to rule on a
motion for a new trial shall expire” after a specified period (id.,
§ 660, subd. (c)). We have held that those limitations are “clear
markers of legislative intent that the[] respective deadlines are
jurisdictional.” (Kabran, supra, 2 Cal.5th at p. 344.) While the
language of the statutes governing new trial requests speaks
directly to the trial court’s power to act on an untimely motion,
section 1286.4 does not speak directly to the power of the court
to act on an untimely response. Instead, it speaks, more
obliquely, of the power to act on a “duly served and filed” vacatur
request. (Id., subd. (a).) It is not clear from the statutory text
whether this “duly served and filed” language incorporates
procedural requirements found in other sections of the Code of
Civil Procedure and, if so, which ones. Section 1286.4 does not,
in short, speak with the clarity necessary to overcome the
presumption that statutory deadlines do not limit the courts’
fundamental jurisdiction.
In any event, even if we were to accept the premise that
section 1286.4, subdivision (a)’s reference to a “duly served and
filed” vacatur request incorporates considerations of timing,
Lender’s argument would still fail. The word “duly” means “[i]n
a proper manner; in accordance with legal requirements.”
(Black’s Law Dict. (11th ed. 2019) p. 633, col. 1.) Far from
expressing a limitation on the courts’ power to entertain a late-
filed vacatur request, the phrase “duly served and filed” simply
begs the question whether a vacatur request has been served
16
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
and filed in a proper manner if a court grants equitable relief
from the missed deadline. (Cf., e.g., McDonald v. Antelope
Valley Community College Dist. (2008) 45 Cal.4th 88, 99
(McDonald) [equitable tolling will “ ‘suspend or extend a statute
of limitations as necessary’ ”].)
To be sure, a court may act in excess of jurisdiction by
entertaining an untimely response over a proper objection. “We
have described courts that violate procedural requirements,
order relief that is unauthorized by statute or common law, or
otherwise ‘ “fail[] to conduct [themselves] in the manner
prescribed” ’ by law as acting ‘ “in excess of jurisdiction.” ’ ” (See
Kabran, supra, 2 Cal.5th at pp. 339–340.) Section 1288.2 speaks
to the parties in mandatory terms, stating that a vacatur
request “shall be served and filed not later than 100 days” after
service of the award. If the trial court were to entertain an
untimely response over a proper objection invoking this
mandatory statute of limitations, any judgment for the
responding party vacating the award might be reversible on
appeal (assuming equitable considerations like waiver or
estoppel do not provide grounds to excuse the untimely filing,
see pt. III.B., post). (Kabran, at p. 341.) “But a party’s failure
to comply with a mandatory requirement ‘does not necessarily
mean a court loses fundamental jurisdiction resulting in “an
entire absence of power to hear or determine the case, an
absence of authority over the subject matter or the parties.” ’ ”
(Ibid., quoting People v. Allen (2007) 42 Cal.4th 91, 101, fn. 5;
see Quigley, supra, 7 Cal.5th at p. 813.)
In short, absent clearer evidence of legislative intent, we
presume that the Legislature did not intend to limit the
17
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
fundamental jurisdiction of the courts by enacting the 100-day
deadline to challenge an arbitral award under section 1288.2.3
B.
That is not the end of the analysis, however. Even if a
statute of limitations is nonjurisdictional, the Legislature still
may preclude the court from applying equitable doctrines like
tolling and estoppel. (See Saint Francis Memorial Hospital v.
State Dept. of Public Health (2020) 9 Cal.5th 710, 720 (Saint
Francis); see also, e.g., Boechler, supra, 596 U.S. at pp. ___–___
[142 S.Ct. at pp. 1500–1501].)
In Saint Francis, we described the framework for
determining whether a nonjurisdictional statute of limitations
is subject to equitable tolling. We explained that the tolling
doctrine derives from the courts’ inherent equitable powers, not
from a delegation of authority by the Legislature in a particular
statute. (Saint Francis, supra, 9 Cal.5th at p. 720.) This
equitable power forms “ ‘part of the established backdrop of
American law,’ ” and we assume that the Legislature
understands this background principle when drafting statutory
deadlines. (Id. at p. 721, quoting Lozano v. Montoya Alvarez
(2014) 572 U.S. 1, 11.) Accordingly, we presume that a statutory
limitations period is subject to equitable tolling. (Saint Francis,
at p. 720, citing Irwin v. Department of Veterans Affairs (1990)
498 U.S. 89, 95–96.) Much like the presumption that a filing
deadline is nonjurisdictional, the presumption that a deadline
permits tolling and other forms of equitable relief is rebuttable:
3 We disapprove Darby v. Sisyphian, LLC, supra, 87
Cal.App.5th 1100 to the extent that it characterized section
1288.2’s 100-day limitations period as “jurisdictional” in the
fundamental sense.
18
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
An examination of the “explicit statutory language” or the
“manifest policy underlying a statute” may demonstrate that
the Legislature intended to reverse the usual rule. (Saint
Francis, at p. 720.) We have applied a similar presumption in
assessing whether the Legislature intended to preclude courts
from applying equitable estoppel. In that context, we held that
“ ‘courts should not presume the Legislature intended “to
overthrow long-established principles of law unless such
intention is made clearly to appear either by express declaration
or by necessary implication.” ’ ” (Atwater Elementary School
Dist. v. California Dept. of General Services (2007) 41 Cal.4th
227, 233, quoting Juran v. Epstein (1994) 23 Cal.App.4th 882,
896.)
Here, just as we have discerned no clear legislative intent
to limit the courts’ fundamental jurisdiction to consider a late-
filed vacatur request, neither do we discern any clear legislative
intent to preclude courts from providing equitable relief from
the statutory deadlines under appropriate circumstances. To
begin, section 1288.2 does not expressly prohibit courts from
applying traditional equitable principles to the statutory
deadline. If the Legislature had intended to preclude equitable
tolling or equitable estoppel, it could have done so expressly.
(See, e.g., Code Civ. Proc., § 366.2, subd. (b) [providing a one-
year statute of limitations for a surviving action against a
deceased person and stating that the period “shall not be tolled
or extended for any reason” except as specified in the statute];
Atwater Elementary School Dist. v. California Dept. of General
Services, supra, 41 Cal.4th at p. 233 [“ ‘The Legislature could
have easily stated it intended to abrogate long-established
equitable principles [such as equitable estoppel]. It did not do
so.’ ”].) Instead, section 1288.2 reads like other run-of-the-mill
19
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
statutes of limitations that we have held are subject to equitable
tolling. (Compare Code Civ. Proc., § 1288.2 [providing that a
response “shall be served and filed not later than 100 days after
the date of service of a signed copy of the award”] with, e.g.,
Saint Francis, supra, 9 Cal.5th at p. 720 [holding that equitable
tolling applies to Gov. Code, § 11523, which provides that a
petition for writ of mandate “shall be filed within 30 days after
the last day on which reconsideration can be ordered”].)
Even absent an express prohibition, however, we have
held that equitable exceptions may be inconsistent with the
statutory text or the legislative policy reflected in the statutory
scheme. (Lantzy v. Centex Homes (2003) 31 Cal.4th 363, 371
(Lantzy); McDonald, supra, 45 Cal.4th at p. 105.) In Lantzy, for
example, we held that Code of Civil Procedure section 337.15’s
10-year limitations period for actions based on latent
construction defects could not be equitably tolled while the
potential defendant attempted to repair the defects. (Lantzy, at
p. 383.) Although the statute of limitations did not expressly
forbid equitable tolling, we determined that the “stentorian
terms” of the statutory language and the legislative purpose
behind the broader statutory scheme reflected a clear intent to
preclude a general tolling-for-repairs rule. (Id. at p. 373; see id.
at pp. 374–380.) Specifically, we noted that “a suit to recover for
a construction defect generally is subject to limitations periods
of three or four years” depending on the theory of recovery, and
that “these periods begin to run only when the defect would be
discoverable by reasonable inspection.” (Id. at p. 369.) The 10-
year limitations period supplemented these shorter periods by
prescribing an absolute outer limit before which an action to
recover for a latent construction defect must be brought,
“ ‘regardless of the date of discovery of the defect.’ ” (Ibid.) We
20
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
reasoned that the “extraordinary length” of the 10-year
limitations period at issue “weigh[ed] strongly against the need
for such a tolling rule as a matter of fair procedure.” (Id. at
p. 367.)
Turning to the legislative purpose underlying the two-
tiered limitations architecture, we observed that “the statute is
the result of general legislative concern about the economic
effects of indefinite ‘long tail’ defect liability on the construction
industry.” (Lantzy, supra, 31 Cal.4th at p. 374.) The 10-year
limitations period arose from the Legislature’s concern that
participants in the construction industry faced potential
exposure to liability for defects in their past projects many years
after those projects were completed. (Id. at pp. 374–375.) That
exposure “was producing a risk for which insurance was
available only at prohibitive cost, if at all, thus threatening the
industry’s economic health.” (Id. at p. 376.) Application of a
general tolling-for-repairs rule would, we concluded,
“fundamentally compromise” the legislative purpose to curtail
the effects of that long-tail exposure, “a consideration that
outweighed any corresponding harm to the plaintiffs arising
from foreclosure of their claims.” (McDonald, supra, 45 Cal.4th
at p. 106, citing Lantzy, at pp. 378–379.)
This case differs markedly from Lantzy, where the
complementary limitations periods were part of a deliberately
constructed statutory design. Here, by contrast, we discern no
analogous fundamental statutory policy inconsistent with
application of traditional equitable doctrines. Although, as
noted, the Legislature did enact a strict 100-day limit for
challenging an arbitration award to ensure prompt finality, we
have previously held that the Legislature’s choice to enact a
“relatively brief” limitations period does not, by itself, mean the
21
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
Legislature intended to foreclose equitable tolling or other forms
of equitable relief in “unusual situations.” (Saint Francis,
supra, 9 Cal.5th at pp. 720, 721.) Because equitable tolling is
not “ ‘a cure-all for an entirely common state of affairs’ ” (id. at
p. 724, quoting Wallace v. Kato (2007) 549 U.S. 384, 396) but
instead applies only “in carefully considered situations to
prevent the unjust technical forfeiture of causes of action”
(Lantzy, supra, 31 Cal.4th at p. 370), tolling of the 100-day
period for seeking vacatur will be the exception, not the norm.
Lender has not shown that applying the doctrine to extend the
100-day deadline in those limited, exceptional circumstances
would “fundamentally compromise” (McDonald, supra, 45
Cal.4th at p. 106) the legislative purpose to promote the efficient
final resolution of arbitral disputes.
Lender argues that two features of the statutory scheme
reflect a clear legislative purpose to prohibit a court from
applying any equitable exceptions. First, Lender contrasts
section 1290.6, which includes a mechanism for the parties or
the court to extend the deadline for filing a response, with
section 1288.2, which does not. Lender argues that the omission
of a comparable extension mechanism in section 1288.2 signals
the Legislature’s intent to foreclose equitable tolling.
We are not persuaded. Section 1290.6 is a general
provision that applies to any response filed in any arbitration-
related judicial proceeding, including a response filed in a
proceeding unrelated to the enforcement of an arbitration
award. The extension mechanism in that provision permits the
parties to agree to extend the response deadline for any reason
at all and permits the court to extend the deadline for good
cause. That exception gives the parties and the court wide
latitude to set a briefing schedule in any arbitration-related
22
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
proceeding — an exception that would permit modifying the
response deadline without necessarily meeting the
requirements for equitable tolling or estoppel. Section 1288.2,
by contrast, is specific to responses to petitions to confirm an
arbitration award and applies only when the response seeks
vacatur. The legislative choice to enact a broad exception to
section 1290.6’s general response deadline conveys no clear
intention to insulate section 1288.2’s more specific deadline
from the application of traditional equitable principles. (Cf.
Atwater Elementary School Dist. v. California Dept. of General
Services, supra, 41 Cal.4th at p. 234 [“Thus, the Legislature’s
decision to include or omit such an express legal exception does
not signal an intent to bar the application of equitable estoppel.
It simply reflects a legislative disinclination to write a sweeping
exception into the statutory scheme as a matter of law.”].)4
Second, Lender again points to the neighboring provision
of section 1286.4, which says that “[t]he court may not vacate”
an arbitral award unless a vacatur request is “duly served and
filed.” (Id., subd. (a).) Lender argues that “[i]f the Legislature
intended courts to have the power to equitably toll the vacatur
deadlines, it would make no sense for the Legislature to have
expressly directed that courts ‘may not vacate’ an award absent
compliance with specific service and filing requirements.”
4 Even when considering statutes that do, themselves, include
enumerated grounds for tolling, we have held “that the legislative
codification of particular tolling bases” does not “establish[] a
legislative intent to preclude tolling on any other basis.”
(McDonald, supra, 45 Cal.4th at p. 107.) “To the contrary, we have
implicitly assumed that the Legislature’s authority to declare
tolling bases . . . and the courts’ ability to do likewise may coexist
in the absence of an explicit legislative directive that they may
not.” (Ibid., citation omitted.)
23
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
Once again, we are unpersuaded. In full, section 1286.4
states: “The court may not vacate an award unless: [¶] (a) A
petition or response requesting that the award be vacated has
been duly served and filed; or [¶] (b) A petition or response
requesting that the award be corrected has been duly served and
filed and: [¶] (1) All petitioners and respondents are before the
court; or [¶] (2) All petitioners and respondents have been given
reasonable notice that the court will be requested at the hearing
to vacate the award or that the court on its own motion has
determined to vacate the award and all petitioners and
respondents have been given an opportunity to show why the
award should not be vacated.” Read as a whole, the evident
purpose of this provision is to ensure that all parties to the
arbitration have adequate notice that the court may vacate an
award and are provided an opportunity to respond. The
provision does not, as Lender argues, also reveal a clear
legislative purpose to preclude courts from applying equitable
exceptions to section 1288.2. On the contrary, as we have
already explained, the language in section 1286.4 can be read in
a manner that accounts for the availability of equitable relief in
appropriate circumstances.
In sum, we see nothing in the “explicit statutory language”
nor in the “manifest policy underlying [the] statute”
demonstrating that the Legislature intended to reverse the
usual rule and preclude the courts from applying traditional
principles of equity to section 1288.2’s statutory deadline.
(Saint Francis, supra, 9 Cal.5th at p. 720.) We therefore hold
that section 1288.2 is subject to both equitable tolling and claims
of equitable estoppel.
It is a separate question whether Key has established
entitlement to equitable relief in this particular case. The Court
24
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
of Appeal answered that question in the negative, but its answer
appears to have been predicated on the court’s belief that section
1288.2’s 100-day deadline is jurisdictional in the fundamental
sense. Specifically, the Court of Appeal observed that Key’s
arguments for equitable relief “depend upon the assumption
that the parties could alter the 100-day deadline by agreement”
and that this assumption was unreasonable, in part because the
100-day deadline is “jurisdictional.” (Law Finance Group, LLC
v. Key, supra, 67 Cal.App.5th at pp. 321, 322.) The court’s
conclusion that Key is not entitled to equitable relief warrants
reexamination in light of our conclusion that section 1288.2’s
deadline may be tolled in exceptional circumstances and that a
party may be estopped from raising the deadline as a defense.
We express no view on whether Key is entitled to equitable
relief, which is an issue for the Court of Appeal to address in the
first instance.
IV.
Key raises a final argument. She contends that regardless
of the timeliness of her filing, the trial court was obligated to
reach the merits and vacate the arbitration award because her
substantive claim goes to the legality of her Agreement with
Lender and arbitration awards enforcing entirely illegal
contracts cannot be confirmed. She argues, in other words, that
a claim of contract illegality can never be forfeited by failure to
raise it in a timely response seeking to have an arbitral award
vacated. If Key were correct on this point, it would be
unnecessary to conduct further proceedings to address her
entitlement to equitable relief from the statutory deadline. But
we are unconvinced.
25
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
Key’s argument that a claim of contract illegality can
never be forfeited rests on our treatment of a claim of illegality
as a ground for challenging an arbitral award. “Generally,
courts cannot review arbitration awards for errors of fact or law,
even when those errors appear on the face of the award or cause
substantial injustice to the parties.” (Richey v. AutoNation, Inc.
(2015) 60 Cal.4th 909, 916 (Richey).) But in Loving & Evans v.
Blick (1949) 33 Cal.2d 603 (Loving & Evans), we held that “the
rules which give finality to the arbitrator’s determination of
ordinary questions of fact or of law are inapplicable where the
issue of illegality of the entire transaction is raised in a
proceeding for the enforcement of the arbitrator’s award.” (Id.
at p. 609.) That is so because the arbitration statute permits a
court to vacate an arbitral award if “ ‘the arbitrators exceeded
their powers,’ ” and “the power of the arbitrator to determine the
rights of the parties is dependent upon the existence of a valid
contract under which such rights might arise.” (Id. at pp. 609–
610; see also Code Civ. Proc., § 1286.2, subd. (a).)
Although Loving & Evans predates the 1961 Act, we have
since reaffirmed that “judicial review may be warranted when a
party claims that an arbitrator has enforced an entire contract
or transaction that is illegal.” (Richey, supra, 60 Cal.4th at
p. 917, citing Moncharsh v. Heily & Blase (1992) 3 Cal.4th 1, 32
(Moncharsh).) We have also acknowledged that “there may be
some limited and exceptional circumstances justifying judicial
review of an arbitrator’s decision when a party claims illegality
affects only a portion of the underlying contract” — for example,
where confirming the award “would be inconsistent with the
protection of a party’s statutory rights.” (Moncharsh, at p. 32
[citing Shearson/American Express, Inc. v. McMahon (1987) 482
U.S. 220, 225–227, for the proposition that claims based on
26
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
statutes are generally arbitrable unless the legislature
specifically “ ‘intended to preclude a waiver of judicial remedies
for the statutory rights at issue’ ”].)
Here, Key pitches her illegality challenge as one that
implicates the entire Agreement — including, presumably, the
arbitration clause itself. Curiously, though, Key has never
argued that the arbitration clause in the Agreement with
Lender was not enforceable or that the illegality issue is
nonarbitrable. Even now, Key does not ask us to disregard the
arbitral award entirely and review the illegality claim de novo,
with the benefit of briefing and argument on the merits of that
issue, even though both parties have raised questions about the
merits of the arbitrators’ decision. While Key challenges the
arbitrators’ choice of remedy for Lender’s alleged violation of the
California Financing Law, Lender argues the arbitrators were
wrong to find a violation in the first place; Lender contends that
the arbitrators erred in classifying the loan as a “consumer loan”
and that, in any event, the California Financing Law’s
prohibitions on compound interest and certain fees do not apply
to “any loan of a bona fide principal amount of five thousand
dollars . . . or more.” (Fin. Code, § 22250, subd. (b).) The
arbitrators’ conclusions on those issues inure to Key’s benefit,
and she asks us to accept them as conclusive. She takes issue
only with the arbitration panel’s choice of remedy — its decision
to reform rather than void the contract, a decision that, in Key’s
view, contravenes her statutory rights.
In any event, the important point for our purposes is that
Key does not seek merely to establish a substantive basis for
judicial review; rather, she invokes a right to such review
notwithstanding the applicable statutory deadlines. But our
cases establish no such right. To the contrary, whether we
27
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
construe Key’s argument as challenging the legality of the entire
Agreement or only a portion of it, our decision in Moncharsh
forecloses her contention that a claim of illegality can never be
forfeited by a failure to raise the claim in a timely manner. In
Moncharsh, the plaintiff sought to vacate an arbitral award,
claiming that the arbitrators had enforced an illegal
noncompete provision of his employment contract. (Moncharsh,
supra, 3 Cal.4th at pp. 6–8.) We held that the claim of illegality
was not the kind that would require a court to intervene on
public policy grounds. (Id. at p. 33.) Critically, however, we did
so only after considering whether the claim had been forfeited
through failure to raise it in accordance with prescribed
procedure. (See id. at pp. 29–31.) We explained that both
challenges asserting that “grounds exist to revoke the entire
contract” and challenges going “to only a portion of the contract”
can be forfeited if they are not timely raised. (Id. at pp. 29, 30;
cf. Richey, supra, 60 Cal.4th at p. 920, fn. 3 [by not raising the
issue in the superior court, the plaintiff forfeited on appeal a
claim that an arbitral award must be vacated because the
underlying contract violated his statutory rights].)
Although Moncharsh did not involve section 1288.2’s 100-
day deadline for a response seeking vacatur of an arbitral
award, the case makes clear that claims of contract illegality are
not categorically immune from the traditional rules of forfeiture.
It follows that the court in this case was not obligated to
entertain an untimely request to vacate the arbitral award
merely because Key asserted that the award enforces a contract
made unlawful by statute.5
5 We disapprove South Bay Radiology Medical Associates v.
Asher (1990) 220 Cal.App.3d 1074, 1079, 1080 insofar as it
28
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
A contrary conclusion would undermine the statutory
scheme governing challenges to arbitration awards. The Act
sets out both the grounds and relevant procedures for seeking
vacatur. As we explained in Loving & Evans, judicial review of
an arbitral award based on a claim of contract illegality is
authorized by the statutory provision permitting a court to
vacate an arbitral award if “ ‘the arbitrators exceeded their
powers,’ ” for arbitrators have no power to determine the rights
of the parties if the underlying contract is unlawful. (Loving &
Evans, supra, 33 Cal.2d at pp. 609–610; see also Sheppard,
Mullin, Richter & Hampton, LLP v. J-M Manufacturing Co., Inc.
(2018) 6 Cal.5th 59, 72, 73 [noting that the excess-of-authority
exception to the rule of arbitral finality is “specified by statute”
and that Loving & Evans “held that the excess-of-authority
exception applies, and an arbitral award must be vacated, when
a court determines that the arbitration has been undertaken to
enforce a contract that is ‘illegal and against the public policy of
the state’ ”].) But while the Act establishes a basis for seeking
vacatur on the ground of contract illegality, it also sets a
deadline for doing so. In making her argument for vacatur of
the arbitral award under the Act, Key may not disregard the
Act’s instructions for when those arguments must be asserted.6
This conclusion does not undermine the overarching
lesson of Loving & Evans that “an unlawful transaction cannot
suggests that an “attack on the arbitrator’s decision [that] is based
on alleged illegality” is a defense that “may be raised at any time.”
6 In addressing the timeliness of Key’s claim that certain
provisions of her Agreement with Lender are inconsistent with
statutory requirements, we express no views on a court’s discretion
to reach the merits of a forfeited claim of contract illegality where
enforcement of the contract raises matters of significant public
interest and threatens substantial injustice.
29
LAW FINANCE GROUP, LLC v. KEY
Opinion of the Court by Kruger, J.
be given legal vitality by the arbitration process . . . .” (Loving
& Evans, supra, 33 Cal.2d at p. 611.) Just as an appellant may
forfeit the opportunity to vindicate her statutory rights by
failing to preserve an issue in the trial court or by failing to file
a timely notice of appeal, so too, in a postarbitration judicial
proceeding to enforce an arbitral award, a challenger may forfeit
the opportunity to raise a claim of contract illegality by failing
to timely request that the arbitration award be corrected or
vacated.
V.
We hold that section 1288.2’s deadline for seeking vacatur
of an arbitral award is a nonjurisdictional statute of limitations
that is subject to equitable tolling and equitable estoppel. The
Court of Appeal must determine in the first instance whether
equitable considerations should excuse Key’s failure to comply
with the statutory deadline. We reverse the judgment of the
Court of Appeal and remand for further proceedings consistent
with this opinion.
KRUGER, J.
We Concur:
GUERRERO, C. J.
CORRIGAN, J.
LIU, J.
GROBAN, J.
JENKINS, J.
EVANS, J.
30
See next page for addresses and telephone numbers for counsel who
argued in Supreme Court.
Name of Opinion Law Finance Group, LLC v. Key
__________________________________________________________
Procedural Posture (see XX below)
Original Appeal
Original Proceeding
Review Granted (published) XX 67 Cal.App.5th 307
Review Granted (unpublished)
Rehearing Granted
__________________________________________________________
Opinion No. S270798
Date Filed: June 26, 2023
__________________________________________________________
Court: Superior
County: Los Angeles
Judge: Rafael A. Ongkeko
__________________________________________________________
Counsel:
Eisner, Weinberg Gonser Frost, Christopher L. Frost, Taylor S.
Simeone; Greines, Martin, Stein & Richland, Cynthia E. Tobisman,
Alana H. Rotter and Jeffrey E. Raskin for Plaintiff and Appellant.
Grignon Law Firm, Margaret M. Grignon and Anne M. Grignon for
Defendant and Respondent.
Zareh A. Jaltorossian; Mathew H. Fisher; R. Rex Parris; Michael J.
Jaurigue, Barbara DuVan-Clarke; Joseph A. Kaufman; and Kevin
Chiang for KP Law, Da Vega Fisher Mechtenberg, LLP, Parris Law
Firm, JLG Lawyers, Joseph A. Kaufman & Associates, Inc., and Equity
Legal Group as Amici Curiae on behalf of Defendant and Respondent.
The Office of Michael Tenenbaum and Michael Tenenbaum for Michael
Tenenbaum and Micha Star Liberty as Amici Curiae.
Counsel who argued in Supreme Court (not intended for
publication with opinion):
Alana H. Rotter
Greines, Martin, Stein & Richland LLP
6420 Wilshire Boulevard, 11th Floor
Los Angeles, CA 90048
(310) 859-7811
Margaret M. Grignon
Grignon Law Firm LLP
3780 Kilroy Airport Way, Suite 200
Long Beach, CA 90806
(562) 285-3171