contract containing the arbitration clause in Florida

2024In Seifert, the Supreme Court of Florida held that “even in contracts containing broad arbitration provisions, the determination of whether a particular claim must be submitted to arbitration necessarily depends on the existence of some nexus between the dispute and the contract containing the arbitration clause.” Id. at 638 .

2024See id.; see also Seifert, 750 So. 2d at 638 (“[T]he determination of whether a particular claim must be submitted to arbitration necessarily depends on the existence of some nexus between the dispute and the contract containing the arbitration clause.”). 3 We distinguish Pulte Home Corp. v. Bay at Cypress Creek Homeowners’ Ass’n, Inc., 118 So. 3d 957, 958 (Fla. 2d DCA 2013), because the Limited Warranty’s arbitration agreement did not encompass the Osbornes’ statutory claim. 7 _____________________________ Not final until disposition of any timely and authorized motion under Fla. R.

2021“The doctrine of equitable estoppel on the basis of intertwined claims . . . applies when a signatory to a contract containing the arbitration clause raises allegations of substantially interdependent and concerted misconduct by both a non-signatory and one or more of the signatories to the agreement.” Greene v. Johnson, 276 So. 3d 527 , 531 (Fla. 3d DCA 2019) (citing Marcus, 112 So. 3d at 633–34); see Kolsky, 28 So. 3d at 969 ; Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So. 3d 765, 767 (Fla. 1st DCA 2018) (“Florida and federal courts have recognized that principles of equitable estopp

2014A claim is arbitrable if, “‘at a minimum, [it] raise[s] some issue the resolution of which requires reference to or construction of some portion of the contract itself and there [is] some nexus between the claim and the contract containing the arbitration clause.” Kolsky v. Jackson Square, LLC, 28 So.3d 965, 969 (Fla. 3d DCA 2010) (quoting Seifert, 750 So.2d at 638 ). “ ‘To determine whether a claim falls within the scope of an arbitration agreement, we must look beyond the legal cause of action and examine the factual allegations of the complaint.’ ” Florida Envtl.

2025See e.g., Armas v. Prudential Secs., Inc., 842 So. 2d 210, 212 (Fla. 3d DCA 2003) (“Equitable estoppel is warranted when the signatory to the contract containing the arbitration clause raises allegations of concerted conduct by both the non-signatory and one or more of the signatories to the contract.”); Allscripts Healthcare Solutions, Inc. v. Pain Clinic of NW Fla., 158 So. 3d 644 (Fla. 3d DCA 2014) (recognizing a non-signatory defendant can enforce an arbitration clause against a signatory plaintiff); Shetty v. Palm Beach Radiation Oncology Assoc. et al., 915 So. 2d 1233 (Fla. 4th DCA 2005)

2024In Armas v. Prudential Securities, Inc., 842 So. 2d 210, 212 (Fla. 3d DCA 2003), the Third District identified situations where equitable estoppel allowed a non-party to enforce a contractual arbitration clause against a party to the contract: (1) “when the signatory to the contract containing the arbitration clause raises allegations of concerted conduct by both the non-signatory and one or more of the signatories to the contract”; or (2) “when each of the signatory’s claims against a non-signatory make reference to or presume the existence of a written agreement.” Similarly, the Eleventh Cir

2025See e.g., Armas v. Prudential Secs., Inc., 842 So. 2d 210, 212 (Fla. 3d DCA 2003) (“Equitable estoppel is warranted when the signatory to the contract containing the arbitration clause raises allegations of concerted conduct by both the non-signatory and one or more of the signatories to the contract.”); Allscripts Healthcare Solutions, Inc. v. Pain Clinic of NW Fla., 158 So. 3d 644 (Fla. 3d DCA 2014) (recognizing a non-signatory defendant can enforce an arbitration clause against a signatory plaintiff); Shetty v. Palm Beach Radiation Oncology Assoc. et al., 915 So. 2d 1233 (Fla. 4th DCA 2005)

2013A non-signatory such as Heller may compel arbitration under the doctrine of equitable estoppel “ ‘when the signatory to the contract containing the arbitration clause raises allegations of concerted conduct by both the non-signatory and one or more of the signatories to the contract.’ ” Shetty, 915 So.2d at 1235 (quoting Armas, 842 So.2d at 212 ).

2025Equitable estoppel principles underlie another exception that applies "when the signatory's claims allege 'substantially interdependent and concerted misconduct' by the signatory and the non-signatory." 6 Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So. 3d 765, 767 (Fla. 1st DCA 2018) (citing Koechli v. BIP Int'l, Inc., 870 So. 2d 940, 944 (Fla. 1st DCA 2004)); see also Marcus v. Fla. Bagels, LLC, 112 So. 3d 631 , 633–34 (Fla. 4th DCA 2013) ("[T]he equitable estoppel exception to the general rule is 'warranted when the signatory to the contract containing the arbitration clause raises al

2025See e.g., Armas v. Prudential Secs., Inc., 842 So. 2d 210, 212 (Fla. 3d DCA 2003) (“Equitable estoppel is warranted when the signatory to the contract containing the arbitration clause raises allegations of concerted conduct by both the non-signatory and one or more of the signatories to the contract.”); Allscripts Healthcare Solutions, Inc. v. Pain Clinic of NW Fla., 158 So. 3d 644 (Fla. 3d DCA 2014) (recognizing a non-signatory defendant can enforce an arbitration clause against a signatory plaintiff); Shetty v. Palm Beach Radiation Oncology Assoc. et al., 915 So. 2d 1233 (Fla. 4th DCA 2005)

2025Equitable estoppel principles underlie another exception that applies "when the signatory's claims allege 'substantially interdependent and concerted misconduct' by the signatory and the non-signatory." 6 Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So. 3d 765, 767 (Fla. 1st DCA 2018) (citing Koechli v. BIP Int'l, Inc., 870 So. 2d 940, 944 (Fla. 1st DCA 2004)); see also Marcus v. Fla. Bagels, LLC, 112 So. 3d 631 , 633–34 (Fla. 4th DCA 2013) ("[T]he equitable estoppel exception to the general rule is 'warranted when the signatory to the contract containing the arbitration clause raises al

2021“The doctrine of equitable estoppel on the basis of intertwined claims . . . applies when a signatory to a contract containing the arbitration clause raises allegations of substantially interdependent and concerted misconduct by both a non-signatory and one or more of the signatories to the agreement.” Greene v. Johnson, 276 So. 3d 527 , 531 (Fla. 3d DCA 2019) (citing Marcus, 112 So. 3d at 633–34); see Kolsky, 28 So. 3d at 969 ; Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So. 3d 765, 767 (Fla. 1st DCA 2018) (“Florida and federal courts have recognized that principles of equitable estopp

2011Threshold Issue Involving Lion Gables’ Status as Third-Party Beneficiary “[Arbitration provisions are binding on the parties to the covenant, as well as on intended, third-party beneficiaries of the contract provided that the parties clearly express, or the contract itself expresses, an intent to primarily and directly benefit the third party.” Technical Aid Corp. v. Tomaso, 814 So.2d 1259, 1261 (Fla. 5th DCA 2002) (citing Hirshenson v. Spaccio, 800 So.2d 670 (Fla. 5th DCA 2001)); see also Tartell v. Chera, 668 So.2d 1105, 1106 (Fla. 4th DCA 1996) (holding that appellants could not be compelle

2005See, e.g., Tartell v. Chera, 668 So.2d 1105, 1106 (Fla. 4th DCA 1996) (trial court erred in compelling arbitration where plaintiffs were not parties to the contract containing the arbitration clause).

2011Second, “application of equitable estop-pel is warranted ... when the signatory [to the contract containing the arbitration clause] raises allegations of ... substantially interdependent and concerted misconduct by both the nonsignatory and one or more of the signatories to the contract.” Otherwise, “the arbitration proceedings [between the two signatories] would be rendered meaningless and the federal policy in favor of arbitration effectively thwarted.” 177 F.3d at 947 (citations omitted).

2011Second, "application of equitable estoppel is warranted ... when the signatory [to the contract containing the arbitration clause] raises allegations of ... substantially interdependent and concerted misconduct by both the nonsignatory and one or more of the signatories to the contract." Otherwise, "the arbitration proceedings [between the two signatories] would be rendered meaningless and the federal policy in favor of arbitration effectively thwarted." 177 F.3d at 947 (citations omitted).

2025Equitable estoppel principles underlie another exception that applies "when the signatory's claims allege 'substantially interdependent and concerted misconduct' by the signatory and the non-signatory." 6 Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So. 3d 765, 767 (Fla. 1st DCA 2018) (citing Koechli v. BIP Int'l, Inc., 870 So. 2d 940, 944 (Fla. 1st DCA 2004)); see also Marcus v. Fla. Bagels, LLC, 112 So. 3d 631 , 633–34 (Fla. 4th DCA 2013) ("[T]he equitable estoppel exception to the general rule is 'warranted when the signatory to the contract containing the arbitration clause raises al

2021“The doctrine of equitable estoppel on the basis of intertwined claims . . . applies when a signatory to a contract containing the arbitration clause raises allegations of substantially interdependent and concerted misconduct by both a non-signatory and one or more of the signatories to the agreement.” Greene v. Johnson, 276 So. 3d 527 , 531 (Fla. 3d DCA 2019) (citing Marcus, 112 So. 3d at 633–34); see Kolsky, 28 So. 3d at 969 ; Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So. 3d 765, 767 (Fla. 1st DCA 2018) (“Florida and federal courts have recognized that principles of equitable estopp

2024As such, arbitration is appropriate if there is a “significant relationship” between the claim and the contract—i.e., “if the claim presents circumstances in which the resolution of the disputed issue requires either reference to, or construction of, a portion of the contract.” Jackson v. Shakespeare Found., Inc., 108 So. 3d 587, 593 (Fla. 2013).

2020“The addition of the words 2 ‘relating to’ broadens the scope of an arbitration provision to include those claims that are described as having a ‘significant relationship’ to the contract—regardless of whether the claim is founded in tort or contract law.” Jackson, 108 So. 3d at 593 . “[A] claim has a nexus to a contract and arises from the terms of the contract if it emanates from an inimitable duty created by the parties’ unique contractual relationship.” Jackson, 108 So. 3d at 593 .

2011Threshold Issue Involving Lion Gables’ Status as Third-Party Beneficiary “[Arbitration provisions are binding on the parties to the covenant, as well as on intended, third-party beneficiaries of the contract provided that the parties clearly express, or the contract itself expresses, an intent to primarily and directly benefit the third party.” Technical Aid Corp. v. Tomaso, 814 So.2d 1259, 1261 (Fla. 5th DCA 2002) (citing Hirshenson v. Spaccio, 800 So.2d 670 (Fla. 5th DCA 2001)); see also Tartell v. Chera, 668 So.2d 1105, 1106 (Fla. 4th DCA 1996) (holding that appellants could not be compelle

2005The supreme court in Seifert applied the "contractual nexus" test, by which courts determine a claim's arbitrability by considering the "existence of some nexus between the dispute and the contract containing the arbitration clause." Seifert, 750 So.2d at 638 ; see also Hirshenson v. Spaccio, 800 So.2d 670, 675 (Fla. 5th DCA 2001).

2006See Henderson v. Coral Springs Nissan, Inc., 757 So.2d 577 (Fla. 4th DCA 2000) (holding that an arbitration clause became unenforceable when an automobile dealership rescinded the contract containing the arbitration clause prior to the motion to compel arbitration).

2003“If there is no contract, there can be no arbitration clause of the contract.” Henderson v. Coral Springs Nissan, Inc., 757 So.2d 577 (Fla. 4th DCA 2000)(holding that there is no enforceable arbitration clause where the dealer rescinded the contract containing the arbitration clause); Hymowitz v. Drath, 567 So.2d 540 (Fla. 4th DCA 1990)(holding that there is no enforceable arbitration clause when arbitrators cancel a contract during arbitration).

2024Seifert, 750 So. 2d at 638 ; cf. Telecom Italia, SpA v. Wholesale Telecom Corp., 248 F.3d 1109, 1116 (11th Cir. 2001) (“Disputes that are not related—with at least some directness—to performance of duties specified by the contract do not count as disputes ‘arising out of’ the contract, and are not covered by the standard arbitration clause.” (emphasis supplied)).

2024See id.; see also Seifert, 750 So. 2d at 638 (“[T]he determination of whether a particular claim must be submitted to arbitration necessarily depends on the existence of some nexus between the dispute and the contract containing the arbitration clause.”). 3 We distinguish Pulte Home Corp. v. Bay at Cypress Creek Homeowners’ Ass’n, Inc., 118 So. 3d 957, 958 (Fla. 2d DCA 2013), because the Limited Warranty’s arbitration agreement did not encompass the Osbornes’ statutory claim. 7 _____________________________ Not final until disposition of any timely and authorized motion under Fla. R.

2022Navarro nevertheless argues these claims were also subject to arbitration because they arose from the parties’ partnership relationship under the Agreement. 3 “This Court reviews an order granting or denying a motion to compel arbitration de novo.” Duty Free World, Inc. v. Miami Perfume Junction, Inc., 253 So. 3d 689, 693 (Fla. 3d DCA 2018). “[T]he determination of whether a particular claim must be submitted to arbitration necessarily depends on the existence of some nexus between the dispute and the contract containing the arbitration clause.” Seifert v. U.S. Home Corp., 750 So. 2d 633, 638

2019Z Oldco filed a complaint for declaratory relief, a cause of action which requires a plaintiff to "allege a present controversy based on articulated facts which demonstrate a real threat of immediate injury." Apthorp v. Detzner, 162 So. 3d 236, 240 (Fla. 1st DCA 2015) (citing Reinish v. Clark, 765 So. 2d 197, 202 (Fla. 1st DCA 2000)).

2019Z Oldco filed a complaint for declaratory relief, a cause of action which requires a plaintiff to "allege a present controversy based on articulated facts which demonstrate a real threat of immediate injury." Apthorp v. Detzner, 162 So. 3d 236, 240 (Fla. 1st DCA 2015) (citing Reinish v. Clark, 765 So. 2d 197, 202 (Fla. 1st DCA 2000)).

2014Servs., Inc. v. Rentoumis, 950 So.2d 466, 470 (Fla. 4th DCA 2007) (quoting Singer v. Gaines, 896 So.2d 851, 854 (Fla. 3d DCA 2005)).

2014Servs., Inc. v. Rentoumis, 950 So.2d 466, 470 (Fla. 4th DCA 2007) (quoting Singer v. Gaines, 896 So.2d 851, 854 (Fla. 3d DCA 2005)).

2011Threshold Issue Involving Lion Gables’ Status as Third-Party Beneficiary “[Arbitration provisions are binding on the parties to the covenant, as well as on intended, third-party beneficiaries of the contract provided that the parties clearly express, or the contract itself expresses, an intent to primarily and directly benefit the third party.” Technical Aid Corp. v. Tomaso, 814 So.2d 1259, 1261 (Fla. 5th DCA 2002) (citing Hirshenson v. Spaccio, 800 So.2d 670 (Fla. 5th DCA 2001)); see also Tartell v. Chera, 668 So.2d 1105, 1106 (Fla. 4th DCA 1996) (holding that appellants could not be compelle

2009See Hill v. Ray Carter Auto Sales, Inc., 745 So.2d 1136 (Fla. 1st DCA 1999) (affirming a trial court’s finding that a defendant who answered a complaint without requesting arbitration and also participated in discovery had not waived its right to arbitration where the defendant’s attorney did not have a copy of the contract containing the arbitration clause when he filed the answer to the complaint and was thus unaware of the arbitration clause, and the attorney filed a motion requesting arbitration as soon as he received a copy of the contract, which was within two months of the service of th