Rayhrer

Facts In 2008, Rayhrer and CMHS signed a Physicians Services Agreement under which Rayhrer agreed to provide on- call coverage services as a physician in CMHS’s emergency department. As relevant here, the agreement described Rayhrer as an independent contractor and provided that it would be “governed by and construed in accordance with the laws of the State of California.” A paragraph entitled “Disagreements,” provides, “Questions or disagreements concerning the terms of this Agreement shall be submitted to the Chief Financial Officer [and then] to the Chief of Staff and Chief Executive Officer for resolution. If such disputes or questions still are not resolved satisfactorily, then they shall be submitted to and resolved by binding arbitration.” This agreement was amended many times, with each amendment leaving the independent contractor, governing law and arbitration provisions “in full force and effect.”1 Beginning in 2012, the parties signed annual letter agreements under which Rayhrer agreed to serve as a Teaching Physician in CMHS’s Graduate Medical Education program,

1 A different result may have obtained had the arbitration

provision recited broader language, e.g.,…