Equitable Estoppel Cannot Expand an Arbitration Clause Expressly Limited to “Employer” and “Employee” Under Florida Law

Introduction

In Dennis Campbell v. AIVA Global, Inc., James Muller, and Maria Shelton (11th Cir. Sept. 11, 2026) (not for publication), the Eleventh Circuit reviewed whether two non-signatory corporate executives could compel arbitration of claims brought against them individually by a former executive employee, based on an arbitration clause contained in the employee’s written employment contract with the company.

The underlying dispute arose after Dennis Campbell—allegedly a co-founder and later Vice President of AIVA Global, Inc. (“AIVA”)—was terminated “without cause.” Campbell sued AIVA and two individuals: AIVA’s president, James Muller, and CEO, Maria Shelton. Although AIVA successfully compelled arbitration, the district court refused to compel arbitration as to Muller and Shelton, concluding that the claims against them fell outside the arbitration clause’s scope. On appeal, Muller and Shelton argued they could compel arbitration via equitable estoppel under Florida law.

The key issue: Even if Florida equitable estoppel could allow non-signatories to invoke an arbitration agreement, can it do so where the clause is textually restricted to disputes between the defined “Employer” and “Employee” (AIVA and Campbell only)?

Summary of the Opinion

The Eleventh Circuit affirmed the denial of Muller and Shelton’s motion to compel arbitration. The court held that under Florida law’s two-step approach (as described in federal and Florida decisions), equitable estoppel cannot be used to alter, expand, or bypass the arbitration clause’s express scope limitation.

The arbitration provision required arbitration only of: “Any controversy between [e]mployer and [e]mployee…” and the contract defined “[e]mployer” as “AIVA G[lobal], Inc.” and “[e]mployee” as “Dennis Campbell.” Because claims against Muller and Shelton were not “controversies between [e]mployer and [e]mployee,” the clause did not cover them—regardless of whether equitable estoppel might otherwise permit non-signatories to invoke arbitration.

Analysis

Precedents Cited

  • Jones v. Waffle House, Inc., 866 F.3d 1257 (11th Cir. 2017) — Supplied the standard of review: de novo review for both denial of a motion to compel arbitration and interpretation of an arbitration clause. This matters because the appeal turned on contract interpretation rather than fact-finding.
  • Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (2009) — Anchored the principle that while the Federal Arbitration Act promotes enforceability of arbitration agreements, state contract law governs whether a nonparty may enforce an arbitration agreement. The panel used Arthur Andersen to frame equitable estoppel as a state-law gateway for non-signatories.
  • Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ., 489 U.S. 468 (1989) — Quoted via Arthur Andersen for the “same footing as other contracts” principle, reinforcing that arbitration clauses rise and fall on ordinary contract rules, including scope limitations.
  • Lawson v. Life of the S. Ins. Co., 648 F.3d 1166 (11th Cir. 2011) — Clarified that “state law governs” whether a non-party can enforce an arbitration clause against a party, reinforcing the need to apply Florida equitable estoppel doctrine rather than a purely federal rule.
  • Jackson v. Shakespeare Found., Inc., 108 So. 3d 587 (Fla. 2013) — Provided Florida’s interpretive baseline: intent as manifested in plain language controls; ambiguities may be resolved in favor of arbitration. Here, however, the court found no ambiguity to resolve.
  • Fla. Roads Trucking, LLC v. Zion Jacksonville, LLC, 384 So. 3d 817 (Fla. Dist. Ct. App. 2024) — The opinion relied on this case for two key points: (1) the “normal rule” against non-signatory enforcement, and (2) the critical second step—after any equitable estoppel theory, courts must still ask whether the clause covers the dispute.
  • Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So. 3d 765 (Fla. Dist. Ct. App. 2018) — Used to emphasize that scope limits can be dispositive as a “pure matter of contractual interpretation.”
  • Koechli v. BIP Int'l, Inc., 870 So. 2d 940 (Fla. Dist. Ct. App. 2004) — Cited for Florida’s recognition that equitable estoppel can permit non-signatories to compel arbitration in certain circumstances, but also (crucially) for rejecting a broad “agency” shortcut and for stressing that equitable estoppel does not apply when the contract language expressly restricts arbitration to the signing parties.
  • Lavigne v. Herbalife, Ltd., 967 F.3d 1110 (11th Cir. 2020) — Provided the “having it both ways” description of equitable estoppel: a plaintiff cannot rely on a contract’s terms to impose liability while denying arbitration when sued by a closely related non-signatory—subject to the contract’s actual scope.
  • Kroma Makeup EU, LLC v. Boldface Licensing + Branding, Inc., 845 F.3d 1351 (11th Cir. 2017) — Central to the holding: described Florida’s “two-step framework” and stated the limiting rule that equitable estoppel does not allow a non-signatory to “alter and expand” an arbitration clause beyond what it covers. Kroma Makeup also addressed attempts by officers/agents to compel arbitration where the clause is limited to disputes among defined “parties.”
  • Parkway Dodge, Inc. v. Yarbrough, 779 So. 2d 1205 (Ala. 2000) — Cited indirectly through Koechli for the proposition that where contract language expressly restricts arbitration to signing parties, equitable estoppel should not be used to extend arbitration to non-signatory agents.

Legal Reasoning

The court’s reasoning is best understood as a structured sequence:

  1. Identify the governing law for non-signatory enforcement.

    Although the Federal Arbitration Act supplies the procedural mechanism (e.g., 9 U.S.C. § 4) and a general pro-arbitration policy, the enforceability question for a non-signatory rests on state contract doctrines. The panel therefore analyzed Florida equitable estoppel.

  2. Acknowledge Florida’s equitable estoppel categories—without deciding they control the outcome.

    Florida recognizes equitable estoppel to prevent a signatory plaintiff from “having it both ways.” The opinion recites the two common pathways (as articulated in Koechli):

    • Claims alleging “substantially interdependent and concerted misconduct” by a signatory and a non-signatory; or
    • Claims that “relate directly to the contract” such that the signatory is relying on the contract to assert claims against the non-signatory.

    Muller and Shelton argued Campbell relied on the employment contract and alleged coordinated misconduct. The court treated that as potentially relevant only to whether equitable estoppel could be invoked at all.

  3. Apply Florida’s decisive second step: scope.

    The panel emphasized (citing Kroma Makeup and Fla. Roads Trucking) that even if equitable estoppel could theoretically permit a non-signatory to invoke arbitration, courts must still determine whether the particular dispute falls within the arbitration clause’s scope.

    Here, the text controlled. The clause required arbitration only for a controversy “between [e]mployer and [e]mployee,” and the contract defined those terms exclusively as “AIVA G[lobal], Inc.” and “Dennis Campbell.” That definition functioned as an explicit gate: it excluded controversies with individuals sued in their personal capacity.

    Accordingly, the claims against Muller and Shelton—“regardless of the extent to which they rely on the employment contract”—were not within the clause as written.

  4. Reject the “agency” shortcut.

    Muller and Shelton argued that because they were agents/officers of AIVA, they should fall within the clause’s coverage. The court rejected that position using Kroma Makeup and Koechli:

    • Kroma Makeup: even officers/agents can avail themselves of an arbitration clause only when the claims against them fall within the clause’s scope.
    • Koechli: rejected a broad “agency exception” that would permit a non-signatory agent to compel arbitration merely because an agency relationship exists, especially when the contract language restricts arbitration to signing parties.

    In short, agency status does not rewrite defined contract terms like “Employer” and “Employee.”

Impact

Although designated “NOT FOR PUBLICATION” (and therefore not binding precedent in the same manner as published circuit opinions), the decision is highly instructive on how the Eleventh Circuit will likely analyze Florida non-signatory arbitration disputes, and it provides practical guidance in several areas:

  • Drafting consequences are substantial. Employers who want officers, directors, managers, or affiliates to be able to compel arbitration should avoid limiting language that defines arbitration strictly as disputes between “Employer” and “Employee” without extending the clause to agents, officers, directors, parents, affiliates, successors, or related persons/entities.
  • Equitable estoppel is not a cure-all. Litigants often treat equitable estoppel as a general fairness doctrine; this opinion underscores it is constrained by the arbitration clause the parties actually wrote. Courts will not use equitable estoppel to “alter and expand” scope.
  • Executive exposure to court litigation may persist even when the company arbitrates. This case produced a split forum outcome: AIVA arbitrates; the individuals litigate (unless other grounds require arbitration). That raises strategic considerations about indemnification, parallel proceedings, discovery asymmetries, and settlement dynamics.
  • Florida’s “two-step framework” is outcome-determinative. The second step—scope—can defeat non-signatory arbitration even when the plaintiff’s allegations are contract-adjacent or coordinated with a signatory.

Complex Concepts Simplified

  • Arbitration clause “scope”: The set of disputes the contract says must go to arbitration. Even strong pro-arbitration policies do not allow courts to compel arbitration of disputes outside that set.
  • Non-signatory: A person who did not sign the contract containing the arbitration clause. Muller and Shelton did not sign Campbell’s employment contract in their individual capacities.
  • Equitable estoppel (in arbitration): A fairness-based doctrine preventing a party from relying on a contract to sue while denying the arbitration promise in that same contract—but only within the bounds of what the arbitration clause actually covers.
  • Agency argument: The idea that because executives act for the company, they should get the company’s arbitration protection. This opinion explains that agency does not override contract language that limits arbitration to specific defined parties.
  • Two-step framework: (1) Is there a state-law doctrine allowing a non-signatory to invoke arbitration? (2) Even if yes, does the arbitration clause, as written, cover the dispute the non-signatory wants to arbitrate?

Conclusion

The Eleventh Circuit’s central takeaway is textual and limiting: under Florida law, equitable estoppel cannot be used to compel arbitration of claims against non-signatory corporate officers where the arbitration clause expressly confines arbitration to disputes between the specifically defined “Employer” and “Employee.” The decision reinforces that arbitration is a matter of contract—courts may enforce arbitration agreements, but they will not expand them beyond their stated scope, even in the face of agency relationships or allegations of coordinated misconduct.