Non-Signatory Estoppel Limits in New York Convention Seamen Arbitration: Concerted-Misconduct Must Be Tied to the Jones Act Injury

I. Introduction

In Byron Chemaly v. Eddie Lampert (11th Cir. Apr. 22, 2026), the Eleventh Circuit addressed when a seaman’s claims must be sent to foreign arbitration under the New York Convention and, critically, when non-signatories may invoke an arbitration clause through equitable estoppel.

Byron Chemaly, a seaman employed under an agreement naming R. Operations, Ltd. as employer, alleged he was injured lifting a “Sea Bob” aboard the M/Y Fountainhead. He sued multiple defendants: Eddie Lampert (alleged beneficial owner), Captain Grant Gold, R. Operations (contract signatory), Fountainhead Marine Ltd. (record owner), and Camper & Nicholsons (manager), asserting Jones Act negligence, unseaworthiness, maintenance and cure, failure to treat, and other claims.

The employment documents included (i) a Cayman Islands choice-of-law/“exclusive jurisdiction” clause in the “Seafarer Employment Agreement” and (ii) a Cayman Islands arbitration clause in the “General Terms and Conditions.” Defendants removed under 9 U.S.C. § 205 and sought to compel arbitration. The district court compelled arbitration for certain claims and remanded others; only the compel order was reviewable due to the remand bar. See Wu v. Liu, 131 F.4th 1295 (11th Cir. 2025).

II. Summary of the Opinion

  • Bautista/Lindo remain binding: The panel held Bautista v. Star Cruises, 396 F.3d 1289 (11th Cir. 2005), and Lindo v. NCL (Bahamas) Ltd., 652 F.3d 1257 (11th Cir. 2011), were not abrogated by GE Energy Power Conversion Fr. SAS, Corp. v. Outokumpu Stainless USA, LLC, 590 U.S. 432 (2020).
  • No contract conflict negating arbitration: The Cayman “exclusive jurisdiction” clause did not nullify the Cayman arbitration clause; the documents were reasonably harmonized.
  • Signatory arbitration compelled: R. Operations (the signatory employer) could compel arbitration of (Count I) Jones Act negligence, (Count III) maintenance and cure, and (Count IV) failure to treat.
  • Non-signatory arbitration partially compelled: Fountainhead Marine and Lampert (non-signatories) could compel arbitration of Counts III and IV via equitable estoppel, but not Count I (Jones Act negligence), because the complaint did not allege interdependent and concerted misconduct with the signatory causing the injury.
  • Cross-appeal dismissed: The court dismissed defendants’ attempt to appeal remanded claims for lack of jurisdiction under Wu v. Liu.

Judge Hull concurred except as to the Jones Act estoppel issue, dissenting from the reversal and arguing Fountainhead Marine and Lampert should also compel arbitration of Count I.

III. Analysis

A. Precedents Cited

1. Convention “gateway” and limited review

The court reiterated the “very limited inquiry” at the enforcement stage under the Convention, relying on Various Insurers v. Gen. Elec. Int'l, Inc., 131 F.4th 1273 (11th Cir. 2025), and Bautista v. Star Cruises. It applied the Convention’s four prerequisites (written agreement, seat in a signatory nation, commercial relationship, and foreign nexus), as articulated in Bautista.

2. Whether Outokumpu abrogated Bautista/Lindo

Chemaly argued Outokumpu undermined Bautista and Lindo. The panel applied the circuit’s prior-panel-precedent rule—In re Lambrix, 776 F.3d 789 (11th Cir. 2015), United States v. Archer, 531 F.3d 1347 (11th Cir. 2008)—and the abrogation standard from Del Castillo v. Sec'y, Fla. Dep't of Health, 26 F.4th 1214 (11th Cir. 2022). It found Outokumpu did not “demolish and eviscerate” the holdings that matter here.

Critically, the panel treated Outokumpu as gap-filling authority for non-signatory enforcement via domestic equitable doctrines (citing Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (2009)), but not as a basis to revisit Bautista’s core holding that the FAA’s seamen exemption does not bar Convention arbitration, or Lindo’s holding that Congress did not create a Jones Act non-arbitrability exception.

3. Harmonizing forum-selection language with arbitration

Chemaly contended the Cayman “exclusive jurisdiction” clause conflicted with arbitration and, by an inconsistency clause, displaced arbitration. The court invoked interpretive principles against internal conflict, citing United States v. Pielago, 135 F.3d 703 (11th Cir. 1998) (and Guar. Fin. Servs., Inc. v. Ryan, 928 F.2d 994 (11th Cir. 1991)). It distinguished the more explicit litigation-mandating language in Don't Look Media LLC v. Fly Victor Ltd., 999 F.3d 1284 (11th Cir. 2021), and relied on Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52 (1995), to explain that choice-of-law/venue and arbitration can coexist.

The key move: “exclusive jurisdiction” was read as specifying the court forum for judicial proceedings (e.g., enforcement/confirmation or threshold disputes), not as eliminating the arbitration tribunal selected “within that forum.”

4. Statutory non-arbitrability arguments: Jones Act/FELA

Chemaly argued Jones Act claims are not “capable of settlement by arbitration” under Convention Article II(1), invoking the jury-trial language of 46 U.S.C. § 30104(a) and FELA’s anti-waiver provision, 45 U.S.C. § 55. The panel relied on Lindo v. NCL (Bahamas) Ltd. and its reading of Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614 (1985), to reiterate that subject-matter “exceptions” are congressional policy choices and that Congress did not carve out Jones Act claims from arbitration.

The panel also aligned with other circuits: Francisco v. STOLT ACHIEVEMENT MT, 293 F.3d 270 (5th Cir. 2002), and Harrington v. Atl. Sounding Co., 602 F.3d 113 (2d Cir. 2010).

5. Non-signatory enforcement: equitable estoppel framework

The court treated Outokumpu as authorizing domestic doctrines to identify who may invoke arbitration under Convention Article II(3). It then used Eleventh Circuit equitable estoppel doctrine from MS Dealer Serv. Corp. v. Franklin, 177 F.3d 942 (11th Cir. 1999), and refined through Bah. Sales Assoc., LLC v. Byers, 701 F.3d 1335 (11th Cir. 2012), and Usme v. CMI Leisure Mgmt., 106 F.4th 1079 (11th Cir. 2024).

Importantly, it declined to import an additional “intimately connected with obligations” gloss mentioned in the unpublished Northrop & Johnson Yachts-Ships, Inc. v. Royal Van Lent Shipyard, B.V., 855 F. App’x 468 (11th Cir. 2021), noting its dependency on California law via Lavigne v. Herbalife, Ltd., 967 F.3d 1110 (11th Cir. 2020) (and Goldman v. KPMG, LLP).

Instead, the panel articulated and applied a two-prong inquiry: (1) whether the plaintiff alleged interdependent and concerted misconduct by signatory and non-signatory defendants; and (2) whether that alleged misconduct gave rise to claims within the scope of the arbitration clause.

6. Jones Act employer/borrowed servant doctrine

For the Jones Act claim, the court leaned on Larue v. Joann M., 73 F.3d 325 (11th Cir. 1996), and the borrowed servant line recognized in Usme (citing Cosmo. Shipping Co. v. McAllister, 337 U.S. 783 (1949), Baker v. Raymond Int'l, Inc., 656 F.2d 173 (5th Cir. Unit A Sept. 1981), and Guidry v. S. La. Contractors, Inc., 614 F.2d 447 (5th Cir. 1980)). The panel treated borrowed servant analysis as focusing on “actual direction” of work rather than the employment agreement itself.

7. Maintenance and cure / failure to treat as broad maritime duties

For Counts III and IV, the court emphasized the breadth and quasi-status nature of maintenance and cure duties under Nichols v. Barwick, 792 F.2d 1520 (11th Cir. 1986), Pelotto v. L&N Towing Co., 604 F.2d 396 (5th Cir. 1979), Vaughan v. Atkinson, 369 U.S. 527 (1962), Aguilar v. Standard Oil Co., 318 U.S. 724 (1943), and Cortes v. Balt. Insular Lines, 287 U.S. 367 (1932). It separately grounded “failure to treat” in the maritime duty of prompt and adequate medical care, citing De Centeno v. Gulf Fleet Crews, Inc., 798 F.2d 138 (5th Cir. 1986), and its cited authorities (DeZon v. Am. President Lines, Ltd., 318 U.S. 660 (1943), Joyce v. Atl. Richfield Co., 651 F.2d 676 (10th Cir. 1981), Picou v. Am. Offshore Fleet, Inc., 576 F.2d 585 (5th Cir. 1978)).

8. Alter ego theory declined

Although defendants invoked alter ego on appeal, the panel declined to affirm on that alternative basis because it was not advanced below and would require fact development. It cited discretion principles from United States v. Campbell, 26 F.4th 860 (11th Cir. 2022) (en banc), forfeiture principles from Gould v. Interface, Inc., 153 F.4th 1346 (11th Cir. 2025), and the admonition against conclusory labeling from U.S. Nutraceuticals, LLC v. Cyanotech Corp., 769 F.3d 1308 (11th Cir. 2014).

9. Remand-order appellate jurisdiction

The court dismissed the cross-appeal challenging remand of other claims under Wu v. Liu, binding circuit precedent, reinforcing that litigants cannot use a cross-appeal to obtain appellate review of non-reviewable remand rulings.

B. Legal Reasoning

1. Contract interpretation: no “inconsistency” defeating arbitration

The opinion’s contract analysis is pragmatic and Convention-oriented: it searches for a “reasonable construction” that avoids conflict and preserves arbitration where the text supports consent. By reading “exclusive jurisdiction” as a judicial-forum designation rather than an anti-arbitration mandate, the court avoided treating boilerplate forum language as silently repealing an express arbitration clause.

2. Convention arbitrability: Jones Act claims remain arbitrable absent congressional carve-out

The panel reaffirmed the Eleventh Circuit’s long-standing Convention posture: seamen employment disputes are “commercial” under 9 U.S.C. § 202, the FAA’s seamen exemption does not apply under the Convention (Bautista), and courts should not infer a Jones Act anti-arbitration policy absent congressional action (Lindo).

3. The key doctrinal development: narrowing non-signatory estoppel for Jones Act injury claims

The most consequential part of the decision is its differentiated treatment of non-signatories across causes of action:

  • Jones Act negligence (Count I): The court refused to compel arbitration for non-signatories because the complaint did not plead that the non-signatories and the signatory acted together in a mutually dependent, agreed course of conduct that caused the injury. Alternative pleading of “who the employer is” was not treated as alleging concerted misconduct.
  • Maintenance and cure / failure to treat (Counts III & IV): The court compelled arbitration for non-signatories because the complaint attributed post-injury orders/refusals to “Defendants” collectively, making the alleged misconduct interdependent and concerted in a way that was logically and factually tied to duties “arising out of” the seafarer relationship.

This claim-by-claim approach signals that equitable estoppel is not a blanket “affiliate pass” to arbitration in maritime injury suits; it turns on pleaded misconduct linkage and the nature of the duty.

4. Dissent’s critique

Judge Hull’s partial dissent argued that the Jones Act claim also attributed negligence broadly to “Defendants,” including a failure to provide medical care overlapping with the failure-to-treat allegations; therefore, in her view, the interdependent-and-concerted-misconduct condition was met for Count I as well. The divide underscores that pleading style (“Defendants” versus differentiated actors) may meaningfully affect estoppel outcomes.

C. Impact

  • Pleading-driven estoppel outcomes: Plaintiffs and defendants in Convention maritime cases will litigate whether the complaint pleads a truly joint course of misconduct (not merely corporate affiliation or alternative employer theories). This opinion incentivizes more granular pleading (and early motion practice) about who did what and when.
  • Non-signatory reach is duty-sensitive: Non-signatories have a stronger path to arbitration for broad shipowner/employer duties like maintenance and cure and medical-care duties—especially where the complaint alleges collective post-injury conduct—than for the discrete “negligence causing the injury” element of a Jones Act claim.
  • Stability of Bautista/Lindo in the Eleventh Circuit: The panel’s refusal to treat Outokumpu as abrogating Bautista/Lindo preserves a pro-arbitration baseline for foreign-seated arbitration clauses in seamen contracts within the circuit.
  • Forum-selection drafting: Employers and vessel operators can read this case as approval of drafting that pairs (i) a foreign arbitration clause with (ii) a foreign court “exclusive jurisdiction” clause, without necessarily creating an internal inconsistency—so long as the language is not an unambiguous litigation-only command.

IV. Complex Concepts Simplified

  • New York Convention “prerequisites”: Before compelling arbitration, a court checks for (1) a written arbitration agreement, (2) arbitration in a Convention signatory country, (3) a commercial relationship, and (4) a foreign party or foreign nexus.
  • FAA “seamen exemption” (9 U.S.C. § 1): The domestic FAA excludes “contracts of employment of seamen,” but Bautista v. Star Cruises holds that exemption does not block arbitration compelled under the Convention.
  • Jones Act claim: A negligence claim a seaman may bring against their employer; it carries a statutory right to sue “at law” with a jury, but the Eleventh Circuit (following Lindo v. NCL (Bahamas) Ltd.) treats that as not creating a categorical bar to arbitration under the Convention.
  • Borrowed servant doctrine: Allows Jones Act liability to attach to the entity actually directing the seaman’s work, even if a different entity is the nominal employer.
  • Maintenance and cure: A longstanding maritime duty to pay living expenses (“maintenance”) and medical expenses (“cure”) for a seaman injured or ill in service of the vessel, generally without needing to prove negligence.
  • Equitable estoppel (non-signatory arbitration): A fairness doctrine that can prevent a party from avoiding an arbitration clause when its claims allege a coordinated course of wrongdoing by a signatory and a non-signatory, and the dispute falls within the arbitration clause’s scope.
  • Appellate jurisdiction over remand: Under Wu v. Liu, the Eleventh Circuit cannot review the district court’s decision to remand certain claims to state court in this posture, even via cross-appeal.

V. Conclusion

Byron Chemaly v. Eddie Lampert reinforces that, in the Eleventh Circuit, foreign arbitration clauses in seamen employment agreements remain broadly enforceable under the New York Convention notwithstanding domestic seamen-protective doctrines, consistent with Bautista v. Star Cruises and Lindo v. NCL (Bahamas) Ltd..

Its principal new contribution is a claim-specific limit on non-signatory enforcement: non-signatories may compel arbitration via equitable estoppel for broadly pleaded, collective post-injury maritime-duty claims (maintenance and cure; failure to treat), but they may not compel arbitration of a Jones Act negligence claim absent pleaded facts showing interdependent and concerted misconduct with the signatory that caused the injury. This distinction will shape how maritime injury complaints are drafted and how Convention arbitration is litigated when corporate affiliates and alleged beneficial owners seek to arbitrate without having signed the employment contract.