Cocom v. ABM Aviation
On June 23, 2026, the Ninth Circuit Court of Appeals delivered a significant win for employers in Cocom v. ABM Aviation, reversing a district court’s refusal to compel arbitration. The Court found the arbitration agreement was not substantively unconscionable, emphasizing that its core purpose of arbitrating employment-related claims was both lawful and enforceable. This decision provides employers with practical guidance for drafting arbitration agreements that can withstand legal challenges. Importantly, Cocom demonstrates that by limiting arbitration to employment disputes, employers can avoid the pitfalls of overbroad scope, indefinite duration, and lack of mutuality that doomed the agreement in Cook v. University of Southern California (2024) 102 Cal.App.5th 312.
Scope: The Importance of How You Define "Claims"
The critical distinction between Cocom and Cook lies in the scope of the arbitration agreements. In Cook, the agreement swept in "all claims, whether or not arising out of Employee's University employment," and included a laundry list of claims—such as torts and other matters—unrelated to the employment relationship. This overly broad approach proved fatal, serving as a cautionary tale for employers seeking to enforce arbitration agreements.
By contrast, the Cocom agreement, which defined “Covered Claims” as “any claim…including but not limited to claims arising and/or relating” to the employee’s employment, was interpreted by the Court as language focusing solely on employment claims. The Court emphasized that the phrase, “including but not limited to,” was not limitless, but was anchored by the listed employment-related claims: breach of contract, unpaid wages, wrongful termination, and similar disputes arising from the employment relationship. Cook lacked such limiting language, and therefore, reached far beyond the employment context.
The Cocom court reinforced this interpretation by applying California's canon of contract construction, which favors upholding agreements where possible rather than voiding them. The Court pointed to several provisions supporting its a narrow reading—most notably, the agreement’s requirement to arbitrate under the AAA Employment Arbitration Rules, which are tailored for employment disputes administered by arbitrators with employment law expertise. As the Court observed, it only makes sense to apply such specialized rules if the agreement is truly limited to employment-related disputes.
Lastly, the court also recognized that ABM Aviation’s business—commercial janitorial services—presented little risk of non-employment disputes, unlike at USC’s diverse operations, which could generate a wide array of unrelated claims.
Duration: A Natural Limit vs. An Indefinite One
Duration of time was another major stumbling block in Cook. There, the agreement explicitly survived termination and could only be revoked by a written document signed by the University president, making it effectively perpetual. In contrast, the Cocom agreement imposed no such express term. The Court found that by limiting arbitration to employment-related claims, the agreement’s duration was naturally bounded by the employment relationship and applicable statute of limitations.
Mutuality: Asymmetry Without Unconscionability
Mutuality was another sticking point in Cook. That agreement allowed nonsignatories to enforce arbitration against Cook as third-party beneficiaries, while Cook herself faced significant hurdles to enforce it against USC’s employees. In Cocom, although some asymmetry existed, the employment-related limitation naturally restricted who could be compelled to arbitrate, reducing the risk of inequity. The Court further acknowledged that any claims Cocom might have against third parties unrelated to their employment at ABM would fall outside the agreement. Ultimately, the Court concluded that any remaining asymmetry did not amount to substantive unconscionability.
Severability
Because the Cook agreement failed on three independent grounds, the court found its central purpose so compromised that severance was not an option. Cocom, however, presents a much stronger case for severability and enforcement, as the agreement’s core purpose is to arbitrate employment disputes. As a result, additional provisions that raised potential concerns about substantive unconscionability could be severed without undermining the agreement’s enforceability.
Takeaway
Cocom makes clear that arbitration agreements limited to employment claims are far less vulnerable to the pitfalls in Cook. Employers should consider whether their agreements clearly limit the scope of claims, expressly adopt industry-standard employment arbitration rules, and include a strong and enforceable severability clause. Attention to these details can mean the difference between an agreement that stands up in court and one that does not.
