Speculation Cannot Establish an Arbitration Agreement; Florida Ratification Requires Full Knowledge; Antitrust Claims Not Estopped Into SaaS Arbitration

Case: Ya Mon Expeditions, LLC v. YATCO, LLC
Court: United States Court of Appeals for the Eleventh Circuit
Date: 2026-06-10
Posture: Interlocutory appeal under 9 U.S.C. § 16(a)(1)(B) from denial of motion to compel arbitration (FAA).

1. Introduction

This interlocutory decision arises from consolidated class-action antitrust litigation attacking alleged commission-fixing and exclusionary practices in the used yacht resale market. Plaintiffs—used-yacht sellers (2020–2023)—allege that broker associations, brokerage companies, and multiple listing service (“MLS”) operators conspired to inflate buyer-broker commissions and to refuse dealings with sellers who are not broker-represented.

Defendant-Appellant YATCO, LLC—an MLS operator—sought to compel arbitration based on a “Software as a Service (SaaS) Subscription” agreement allegedly accepted by plaintiffs’ brokers when using YATCO’s MLS platform. The central question on appeal was whether YATCO could bind non-signatory sellers to arbitrate federal Sherman Act claims via (i) proof of an arbitration agreement’s existence, and, failing that, (ii) non-signatory doctrines (agency/ratification and equitable estoppel) under Florida law.

2. Summary of the Opinion

The Eleventh Circuit affirmed the denial of YATCO’s motion to compel arbitration on three independent grounds:

  • Failure of proof on contract formation/existence: Under Florida law, the party seeking arbitration bears the burden to prove an enforceable written arbitration agreement. YATCO relied on speculation and did not produce evidence that plaintiffs’ brokers listed plaintiffs’ yachts on YATCO’s MLS or that the brokers accepted the relevant version of the SaaS agreement containing an arbitration clause.
  • No agency/ratification binding non-signatories: YATCO’s ratification theory failed because Florida Supreme Court precedent requires “full knowledge” of material facts and circumstances for ratification, and YATCO offered no evidence plaintiffs knew of the SaaS agreement or its terms.
  • No equitable estoppel: Plaintiffs’ Sherman Act claims did not rely on, require reference to, or construction of the SaaS agreement, so plaintiffs were not estopped into arbitration.

3. Analysis

3.1. Precedents Cited

The opinion is structured around a familiar FAA “gateway” framework: (a) courts decide whether an arbitration agreement exists; only then do pro-arbitration presumptions and scope questions arise.

  • Kroma Makeup EU, LLC v. Boldface Licensing + Branding, Inc. — Cited for the standard of review: denials of motions to compel arbitration are reviewed de novo.
  • Coinbase, Inc. v. Bielski — Explained why the district court stayed proceedings pending the arbitration appeal (and vacated a dismissal order), reflecting the now-settled rule that an interlocutory arbitration appeal triggers a stay of district-court merits proceedings.
  • Bazemore v. Jefferson Cap. Sys., LLC and Dasher v. RBC Bank (USA) — Provide the key distinction: while the FAA favors arbitration, the “presumption of arbitrability” does not apply to disputes over whether an agreement to arbitrate was made at all. Bazemore is also used as an analogy for rejecting “speculation” as proof of acceptance/formation.
  • First Options of Chi., Inc. v. Kaplan and Klay v. All Defendants — Reinforce that arbitration is contract-based and cannot be compelled absent agreement. These citations anchor the threshold inquiry firmly in contract law.
  • Henry Schein, Inc. v. Archer & White Sales, Inc. — Addresses the delegation clause. Even with a delegation provision, a court must first determine whether a valid arbitration agreement exists before sending questions of arbitrability to an arbitrator.
  • CEFCO v. Odom and Palm Garden of Healthcare Holdings, LLC v. Haydu — Florida burden-of-proof authorities: the proponent of arbitration must establish an enforceable written agreement. These cases supply the state-law burden rule that defeats YATCO’s attempt to shift the burden onto plaintiffs.
  • Green Tree Fin. Corp.-Ala. v. Randolph — Distinguished. While a party resisting arbitration may bear a burden to show Congress intended to preclude arbitration of certain statutory claims, that principle does not relieve the proponent from proving that an arbitration agreement exists in the first place.
  • In re Checking Acct. Overdraft Litig. and Gutierrez v. Wells Fargo Bank, NA — Used to reject any attempt to compel arbitration as to hypothetical putative class members not yet before the court. The court emphasized jurisdictional/justiciability constraints in the class context.
  • Paquin v. Campbell — Florida law baseline: non-signatories generally cannot be compelled to arbitrate, but recognized exceptions include agency and estoppel (among others).
  • Mia. Dolphins, Ltd. v. Engwiller — YATCO’s main ratification precedent. The Eleventh Circuit acknowledged its reasoning but declined to follow it to the extent it conflicts with Florida Supreme Court law.
  • Kumar Corp. v. Nopal Lines, Ltd. and Deutsche Credit Corp. v. Peninger — Ratification doctrine sources, including the “relation back” concept and the “full knowledge” requirement as framed in Florida cases.
  • Frankenmuth Mut. Ins. Co. v. Magaha and Bach v. Fla. State Bd. of Dentistry — Controlling Florida Supreme Court authority on ratification: ratification requires that the principal be “fully informed”; constructive knowledge is generally insufficient. This is the key doctrinal lever used to reject YATCO’s ratification theory (and to cabin Miami Dolphins).
  • Winn-Dixie Stores, Inc. v. Dolgencorp, LLC — Federal court Erie methodology: the Eleventh Circuit follows the state supreme court first; intermediate appellate decisions are secondary.
  • Ruotal Corp., N.W., Inc. v. Ottati and Davies v. Owens-Ill., Inc. — Limit imputation of agent knowledge to the principal: knowledge is imputed only if acquired within the scope of authority/agency. This undercuts YATCO’s effort to attribute brokers’ knowledge (from pre-agency SaaS acceptance) to plaintiffs.
  • Ball v. Yates — Ratification cannot be implied without full information and approval.
  • Lubin v. Starbucks Corp., Allscripts Healthcare Sols., Inc. v. Pain Clinic of Nw. Fla., Inc., and UBS Financial Services, Inc. v. Saunders — The Florida equitable estoppel test: a nonsignatory is bound only when it actually relies on the contract to assert claims (often requiring reference to/construction of the contract), and the arbitration clause covers the dispute. Lubin is treated as the closer analogy: statutory claims independent of the contract do not trigger estoppel.
  • Mendez v. Hampton Ct. Nursing Ctr., LLC — Reinforces the theme that a contract’s arbitration clause cannot be weaponized against a non-party who is not suing to obtain the contract’s benefits.
  • Osterer v. BAM Trading Servs. Inc. — Addressed and distinguished as nonbinding: there, the statutory claim hinged on a contract-created right; here, the antitrust claims did not.

3.2. Legal Reasoning

A. The threshold “existence” inquiry is not aided by pro-arbitration presumptions

The court cleanly separated (1) the FAA’s pro-arbitration tilt on “scope” questions from (2) the antecedent question of whether an agreement exists. Relying on Bazemore/Dasher and Florida burden cases (CEFCO; Palm Garden of Healthcare Holdings), it held YATCO had to prove a written agreement to arbitrate binding these plaintiffs—not merely propose a plausible story.

B. Speculation is insufficient evidence of a binding written arbitration agreement

The opinion identifies multiple evidentiary gaps, any one of which defeats formation/existence:

  • No proof plaintiffs’ brokers used YATCO at all: YATCO’s theory required showing the brokers listed plaintiffs’ yachts on YATCO’s MLS, triggering SaaS acceptance. But the record contained no evidence and the complaints did not specifically allege YATCO listings for these plaintiffs.
  • No proof of the operative contract version: YATCO produced a SaaS agreement said to have “been in place since 2020,” while plaintiffs argued brokers could have agreed earlier to a different version lacking arbitration. The court treated this as another speculation problem.
  • Class-action constraints: Even if some putative class members used YATCO, that does not establish agreement for named plaintiffs, and the court emphasized limits on adjudicating rights of absent putative class members.

C. Delegation clause does not bypass the need to prove agreement formation

The SaaS included a delegation clause assigning arbitrability questions to the arbitrator. Citing Henry Schein, the court held that delegation cannot operate unless the court first confirms that a valid arbitration agreement exists between the parties being compelled.

D. Agency/ratification: Florida “full knowledge” controls

YATCO’s principal non-signatory theory was retroactive ratification: even if brokers accepted SaaS terms before representing these sellers, sellers allegedly ratified that acceptance when brokers later used YATCO to list the yachts.

The Eleventh Circuit rejected this on two linked grounds:

  • Ratification requires “full knowledge” under Frankenmuth Mut. Ins. Co. v. Magaha: YATCO offered no evidence plaintiffs knew of the SaaS agreement or its arbitration clause; constructive knowledge is generally insufficient.
  • No imputation of broker knowledge from pre-agency events: Under Ruotal Corp., N.W., Inc. v. Ottati and Davies v. Owens-Ill., Inc., agent knowledge is imputed only if acquired within the scope of the agency. If brokers accepted SaaS terms before representing these sellers, that pre-agency knowledge cannot automatically be attributed to the sellers.

The court also performed an explicit hierarchy-of-authority move: to the extent Mia. Dolphins, Ltd. v. Engwiller suggests ratification without full knowledge, the Eleventh Circuit followed the Florida Supreme Court’s Frankenmuth rule, consistent with Winn-Dixie Stores, Inc. v. Dolgencorp, LLC.

E. Equitable estoppel: antitrust claims did not “depend on” the SaaS agreement

Applying Florida law as synthesized in Lubin v. Starbucks Corp. and Allscripts Healthcare Sols., Inc. v. Pain Clinic of Nw. Fla., Inc., the court asked whether plaintiffs’ Sherman Act theories actually depended on the SaaS agreement—i.e., whether resolving the claims would require reference to or construction of the contract. It concluded “no.”

The SaaS governed subscribers’ use of YATCO’s services; plaintiffs alleged an industry conspiracy to fix commissions and enforce broker-only access. Those statutory claims were not pleaded as contract-benefit claims and did not require contractual interpretation, making this case analogous to Lubin (statutory duties independent of contract) rather than UBS Financial Services, Inc. v. Saunders (plaintiff pursuing contract-conferred benefits).

3.3. Impact

1) Practical tightening of evidentiary requirements for “platform-based” arbitration theories

The decision signals that MLS operators and similar platforms cannot compel arbitration against non-signatory principals (here, sellers) merely by asserting that an intermediary (here, a broker) “must have” agreed to SaaS terms. Concrete evidence of: (i) the intermediary’s use of the platform in the relevant transaction, (ii) the exact contract version accepted, and (iii) a valid non-signatory theory tying the principal to that acceptance, will be necessary.

2) Strong Erie-style message: Florida Supreme Court “full knowledge” requirement limits ratification-based arbitration

By directly subordinating Miami Dolphins to Frankenmuth, the opinion materially affects how ratification arguments are litigated in Florida-governed arbitration disputes. Parties attempting to bind non-signatories via ratification should expect discovery and proof demands focused on actual, material knowledge—especially of arbitration terms.

3) Statutory claims (including antitrust) remain difficult to estop into arbitration absent contract reliance

The equitable estoppel portion reinforces a boundary: alleging wrongdoing “connected to” a service is not enough; the plaintiff must actually rely on the contract to prosecute the claim. That framing likely constrains defendants in statutory class actions (antitrust, consumer protection, ERISA-like claims) from importing arbitration clauses through adjacent commercial arrangements.

4) Class-action and jurisdictional discipline at the arbitration gateway

The court’s reminder (In re Checking Acct. Overdraft Litig.; Gutierrez) that courts cannot compel hypothetical putative class members to arbitrate underscores that arbitration motions must be targeted to parties properly before the court, with party-specific proof.

4. Complex Concepts Simplified

  • “Interlocutory appeal” (FAA): The FAA allows an immediate appeal when a court denies a motion to compel arbitration (9 U.S.C. § 16), rather than waiting for final judgment.
  • “Presumption of arbitrability”: Courts favor arbitration when deciding whether a dispute falls within the scope of an arbitration clause. But that preference does not help the party who cannot prove an arbitration agreement exists in the first place.
  • “Delegation clause”: A contract term saying the arbitrator decides “arbitrability.” Even then, a court must first confirm there is a valid arbitration agreement binding the parties being sent to arbitration (Henry Schein, Inc. v. Archer & White Sales, Inc.).
  • “Agency” and “ratification”: Agency is a relationship where one person (agent) acts for another (principal). Ratification is when the principal later adopts an act that the agent previously did without authority. Under Florida law here, ratification requires the principal’s full knowledge of the material facts—including, in practice, the contract terms being adopted.
  • “Equitable estoppel” in arbitration: A fairness doctrine preventing a party from taking contract benefits while dodging contract burdens. In Florida, a nonsignatory can be compelled only when it actually relies on the contract to assert its claims (often requiring interpretation of the contract).

5. Conclusion

The Eleventh Circuit’s affirmance in Ya Mon Expeditions, LLC v. YATCO, LLC is a contract-formation-first arbitration decision with three clear takeaways: (1) under Florida law, the proponent must prove a binding written arbitration agreement with evidence—not assumptions about platform use or contract versions; (2) ratification-based attempts to bind non-signatories must satisfy the Florida Supreme Court’s “full knowledge” requirement (Frankenmuth Mut. Ins. Co. v. Magaha), limiting reliance on more expansive intermediate-court formulations; and (3) equitable estoppel will not compel arbitration of federal statutory claims, including antitrust claims, where the plaintiff does not actually depend on the contract to prosecute the case.