Brown

This case comes to us on an appeal from the trial court’s order denying a motion to compel arbitration. While this case arises in the context of an attempt to enforce an arbitration clause, the dispositive issue is whether there was fraud in the execution of the entire brokerage account *945 agreement, of which the arbitration clause was only a part. This case, therefore, is not really about arbitration but rather involves a bank’s creation of a fiduciary relationship with one of its customers and the consequences that flow therefrom.

Defendants are various Wells Fargo Bank, N.A., entities; plaintiffs are elderly Wells Fargo customers with substantial assets. In order to ensure that Wells Fargo managed all of plaintiffs’ assets, Wells Fargo assigned a “relationship manager” to plaintiffs. The relationship manager was a Wells Fargo vice-president, who made biweekly visits to plaintiffs’ home office in order to manage their financial paperwork. She also introduced plaintiffs to an estate attorney, an accountant, and a Wells Fargo financial consultant. In short, the relationship manager induced plaintiffs to rely on her to help provide for their financial well-being.

At…

I agree with the majority that the arbitration provision at issue in this case was not unconscionable for the reasons stated in the majority’s opinion. I also agree with the majority that the order denying defendants’ motion to compel arbitration should be reversed, and that the matter should be remanded so that the trial court can adjudicate plaintiffs’ constructive fraud defense to defendants’ motion. I write separately to make clear my views on the scope of the duty of stockbrokers (brokers) to orally explain legal documents to their clients. I would limit this opinion to the unusual facts of this case.

Where no agency relationship has been formed, brokers generally are not required to point out to the customer the existence of an arbitration clause or to explain the consequences of the clause. (Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 425-426 [ 58 Cal.Rptr.2d 875 , 926 P.2d 1061 ] (Rosenthal); see Rush v. Oppenheimer & Co., Inc. (S.D.N.Y. 1988) 681 F.Supp. 1045, 1052 (Rush); Castro v. Marine Midland Bank, N.A. (S.D.NY. 1988) 695 F.Supp. 1548, 1551 (Castro); Gouger v. Bear, Stearns & Co., Inc. (E.D.Pa. 1993) 823 F.Supp. 282, 286-288 (Gouger).) In…

This case comes to us on an appeal from the trial court's order denying a motion to compel arbitration. While this case arises in the context of an attempt to enforce an arbitration clause, the dispositive issue is whether there was fraud in the execution of the entire brokerage account agreement, of which the arbitration clause was only a part. This case, therefore, is not really about arbitration but rather involves a bank's creation of a fiduciary relationship with one of its customers and the consequences that flow therefrom.

Defendants are various Wells Fargo Bank, N.A., entities; plaintiffs are elderly Wells Fargo customers with substantial assets. In order to ensure that Wells Fargo managed all of plaintiffs' assets, Wells Fargo assigned a "relationship manager" to plaintiffs. The relationship manager was a Wells Fargo vice-president, who made biweekly visits to plaintiffs' home office in order to manage their financial paperwork. She also introduced plaintiffs to an estate attorney, an accountant, and a Wells Fargo financial consultant. In short, the relationship manager induced plaintiffs to rely on her to help provide for their financial well-being.

At the…