Temporal Reach as Scope: Delegation of Arbitration Duration Questions in Cerna v. Pearland Urban Air, LLC

Temporal Reach as Scope: Delegation of Arbitration Duration Questions in Cerna v. Pearland Urban Air, LLC

I. Introduction

In Abigail Dalila Cerna, as Next Friend of R.W. v. Pearland Urban Air, LLC, the Supreme Court of Texas confronts a recurring but under-theorized problem in arbitration law: when the parties sign an arbitration agreement once—here, as part of a recreational “release” form—does that agreement govern injuries that occur on a later visit, when no new form is signed?

The Court’s answer does not decide whether the original agreement actually extends to the later visit. Instead, it decides who answers that question. The Court holds that:

  • The parties indisputably entered into a valid arbitration agreement in August 2020.
  • That agreement clearly and unmistakably delegates to the arbitrator disputes about its “scope, arbitrability, or validity.”
  • A dispute over whether the agreement covers a later, November 2020 visit goes to the scope of the agreement, not its existence.
  • Because scope is delegated, the arbitrator—not a court—must decide whether the November injury is covered.

The Court thus affirms the Fourteenth Court of Appeals and orders that Cerna’s claims be sent to arbitration. The case is a significant refinement of Texas arbitration doctrine, solidifying the line between existence and scope challenges and confirming that temporal reach—how long an arbitration agreement lasts—is ordinarily a delegable scope issue, not an existence issue, when a valid delegation clause is present.

II. Factual and Procedural Background

A. The August Visit and Agreement

On August 30, 2020, Abigail Cerna and her minor child, R.W., visited Urban Air Trampoline and Adventure Park in Pearland, Texas. As a condition of entry, Cerna signed a document titled:

“Customer Release, Assumption of Risk, Waiver of Liability, and Indemnification Agreement” (the “August Agreement”).

Key features of the August Agreement include:

  • It released “all claims” against Urban Air and related entities in exchange for access to the Pearland location “or any other premises owned or operated by Urban Air wherever located.”
  • It contained a broad arbitration clause covering:
    • “[A]ny dispute or claim arising out of or relating to this Agreement,”
    • “[T]he Premises [and] Activities,”
    • “[P]roperty damage [and] personal injury (including death),” and
    • “[T]he scope, arbitrability, or validity of this arbitration agreement.”
  • It required such “Disputes” to be “settled by binding arbitration before a single arbitrator administered by the American Arbitration Association (AAA).”
  • Critically, the agreement did not contain any express duration clause. It did not say, for example, that it applied for one visit only, for one year, or for all future visits.

B. The November Visit and Alleged Injury

Cerna and R.W. returned to the Pearland Urban Air location on November 21, 2020. They entered the facility without signing a new release or arbitration agreement. During that visit, Cerna alleges that R.W. was seriously injured when he cut his foot while jumping on a trampoline.

Cerna filed suit against Pearland Urban Air, LLC, asserting negligence-based claims arising out of that November incident.

C. The Motion to Compel Arbitration

Urban Air moved to compel arbitration based on the August Agreement, arguing that:

  • The August Agreement was a valid, binding contract.
  • The arbitration clause was broad enough to cover the November incident, which involved injuries sustained on Urban Air’s premises.
  • Any dispute over whether the November claims fell within that agreement’s scope had itself been delegated to the arbitrator by the “scope, arbitrability, or validity” language.

Cerna opposed the motion, contending in substance:

  • The August Agreement did not—and could not—govern the November visit because it lacked any durational term.
  • Thus, no arbitration agreement existed with respect to the November visit.
  • Framed that way, the issue was a judicial “existence” question, not a delegable “scope” question.

The trial court denied Urban Air’s motion to compel arbitration.

D. The Court of Appeals’ Decision

The Fourteenth Court of Appeals reversed. It held:

  1. The August Agreement was a valid, binding contract between Cerna and Urban Air governing at least the August visit.
  2. Cerna’s contention that the agreement did not apply to the November visit was a challenge to the scope of that existing contract, not its formation or existence.
  3. Because the parties had “clearly and unmistakably” delegated scope, validity, and arbitrability questions to the arbitrator, the trial court erred by deciding scope itself and refusing to compel arbitration.

Cerna then petitioned for review in the Supreme Court of Texas.

III. Summary of the Supreme Court’s Opinion

Justice Bland, writing for a unanimous Court, affirms the court of appeals. The key holdings are:

  1. Courts must conduct a two-step inquiry in arbitration cases:
    1. First, decide whether a valid arbitration agreement exists (an “existence” question).
    2. Second, determine whether the dispute falls within the scope of that agreement—unless the parties have clearly and unmistakably delegated that question to the arbitrator.
  2. In this case, the existence of a valid arbitration agreement (the August Agreement) is undisputed.
  3. Cerna’s challenge—whether the August Agreement applies to a November visit and injury—is not about whether a contract ever formed, nor about whether a later contract superseded it. It is about the extent of the agreement’s applicability to a particular set of claims, i.e., its scope.
  4. The August Agreement contains a clear and unmistakable delegation provision requiring that disputes about the “scope, arbitrability, or validity” of the arbitration clause be resolved by the arbitrator.
  5. Accordingly, the court must compel arbitration and lacks authority to decide whether the August Agreement in fact covers the November visit. The arbitrator must decide that.
  6. The Court expressly does not decide whether the August Agreement ultimately applies to the November injury; it decides only that this is a delegated question.

The Court therefore affirms the Fourteenth Court of Appeals and remands to the trial court with instructions to issue an order compelling arbitration.

IV. Detailed Analysis

A. Legal Framework: Existence, Scope, and Delegation

1. The Two-Step Test for Compelling Arbitration

Drawing on In re Rubiola, 334 S.W.3d 220 (Tex. 2011), and long-standing doctrine, the Court reiterates the familiar two-step inquiry for motions to compel arbitration:

  1. Existence: Is there a valid arbitration agreement between the parties?
  2. Scope: Do the claims in dispute fall within that agreement’s scope?

Step one is rooted in statute: the Texas Arbitration Act (“TAA”), Tex. Civ. Prac. & Rem. Code § 171.021(b), and the Federal Arbitration Act (“FAA”), 9 U.S.C. § 4, both require courts to ensure that an arbitration agreement was actually made before compelling arbitration. Cases like TotalEnergies E&P USA, Inc. v. MP Gulf of Mexico, LLC, 667 S.W.3d 694 (Tex. 2023), and Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U.S. 63 (2019), echo that principle: arbitration is contractual, and courts must first be “satisfied that the making of the agreement for arbitration is not in issue.”

Once existence is established, courts ordinarily proceed to step two: deciding whether the claims fall within the scope of the arbitration clause. That is the typical “arbitrability” question.

2. Delegation Clauses and the “Clear and Unmistakable” Standard

Because arbitration agreements are contracts, parties can agree not only to arbitrate merits disputes, but also to arbitrate gateway questions about which disputes are arbitrable. This is the core of a “delegation provision.”

In Texas, following Robinson v. Home Owners Mgmt. Enters., Inc., 590 S.W.3d 518 (Tex. 2019), and RSL Funding, LLC v. Newsome, 569 S.W.3d 116 (Tex. 2018), courts will enforce delegation provisions if, and only if, they “clearly and unmistakably” show the parties’ intent to submit questions of arbitrability (validity and scope) to the arbitrator.

The Court explains that “questions of arbitrability” under this standard are limited to:

  • Whether the parties have a valid arbitration agreement at all; and
  • Whether an arbitration clause in a concededly binding contract applies to a particular type of controversy.

Absent clear delegation, courts decide those issues. If delegation is clear, arbitrators decide them.

Here, the August Agreement expressly provides that disputes concerning the “scope, arbitrability, or validity” of the arbitration agreement will be “settled by binding arbitration.” Under precedents like Baby Dolls Topless Saloons, Inc. v. Sotero, 642 S.W.3d 583 (Tex. 2022), language assigning to arbitration the determination of the “validity, scope and breadth” of the arbitration agreement is sufficient to satisfy the “clear and unmistakable” standard. The Court thus has no difficulty concluding that the delegation provision is enforceable.

B. Existence vs. Scope: Drawing—and Preserving—the Line

1. When Is an “Existence” Challenge for the Court?

The Court emphasizes that judges—not arbitrators—must decide challenges “to the very existence of an agreement to arbitrate.” It identifies several situations that raise true existence questions:

  • Formation disputes: Did the parties ever form a contract at all? For example, whether there was assent, consideration, capacity, or whether signatures are forged. See J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223 (Tex. 2003).
  • Non-signatory issues: When a signatory seeks to compel a non-signatory, the core question is whether there is any agreement binding that non-signatory. See G.T. Leach Builders, LLC v. Sapphire V.P., LP, 458 S.W.3d 502 (Tex. 2015).
  • Superseding or subsequent contracts: When the parties later enter another agreement that may displace or extinguish the earlier arbitration agreement, the court must decide whether the first agreement “still exists at all.” See Transcor Astra Grp. S.A. v. Petrobras Am. Inc., 650 S.W.3d 462 (Tex. 2022).

The U.S. Supreme Court’s decision in Coinbase, Inc. v. Suski, 602 U.S. 143 (2024), which Texas adopts, reinforces this last point. There, two contracts existed:

  • One sent arbitrability disputes to arbitration (via a delegation clause);
  • The other explicitly or implicitly sent such disputes to the courts.

The Court held in Coinbase that when two contracts conflict over who decides arbitrability, a court must first decide which contract governs. That is an existence question: does the prior arbitration (and delegation) agreement still bind the parties in light of the new contract?

2. When Is It Only a “Scope” Question?

By contrast, once a valid arbitration agreement is established and its continued existence is not genuinely in doubt, arguments about whether particular claims are covered by that agreement are scope arguments—even if artfully framed in existence terms.

This distinction is at the heart of TotalEnergies, heavily relied upon in Cerna. In TotalEnergies, the resisting party conceded that a valid arbitration agreement existed, but argued its present claims did not arise out of the contract containing the arbitration clause, saying the arbitration agreement did not “exist as to the claims” in that suit. The Court rejected that framing:

  • It “collapses two separate inquiries”—existence and scope—into one.
  • Once formation is conceded, disputes about whether claims “arise out of” the contract are about the scope of the arbitration clause, not its existence.

Accordingly, when a delegation clause is present, such scope disputes must be referred to the arbitrator.

C. Applying the Framework to Cerna’s Challenge

1. What Cerna Concedes—and What She Contests

In the Supreme Court, Cerna:

  • Does not dispute that the August Agreement is a valid contract binding her (and, for purposes of this stage, her child) with respect to the August 2020 visit.
  • Does not claim that any subsequent contract governing the November visit superseded or extinguished the August Agreement. No second written agreement exists in the record for the November visit.
  • Does claim that the August Agreement does not apply to the November visit and therefore, in her words, “no agreement to arbitrate exists for the November visit.”

Her argument is essentially temporal: absent express language extending the August Agreement past the first visit, she contends its force was limited to that day. On her view, the parties created a new legal relationship (and risk allocation) in November, wholly outside the August contract.

2. Why the Court Treats This as a Scope Question

The Court disagrees with Cerna’s classification. It holds that her challenge is one of scope, not existence, for several reasons:

  1. No formation dispute: Cerna does not deny that she agreed to the August terms; there is no claim of fraud, duress, lack of capacity, or statutory defect in formation.
  2. No superseding contract: Unlike in Transcor Astra and Coinbase, there is no later agreement whose legal effect on the earlier agreement must be assessed.
  3. Concession of ongoing existence: Cerna does not claim the August Agreement ceased to exist altogether. She only claims it does not govern this particular incident.

Thus, the real question is: Does the already-conceded arbitration agreement “exist as to the claims [she] has asserted in this suit”? As in TotalEnergies, that question is one of applicability—i.e., scope—rather than existence.

The Court warns that to treat such arguments as existence challenges:

  • Would “subsum[e] scope questions into existence questions,”
  • And would erode enforcement of delegation clauses by letting parties circumvent them simply by recharacterizing their objections.

In short, when a party accepts that an arbitration agreement was validly formed and remains in force, but argues that a specific claim or event (here, a later visit) falls outside its reach, that is a classic scope dispute—and thus, if delegated, for the arbitrator to decide.

D. The Delegation Clause in the August Agreement

1. The Contractual Language

The August Agreement’s arbitration provision states that:

  • “Any dispute or claim arising out of or relating to this Agreement, [its] breach, the Premises, Activities, property damage, [or] personal injury (including death), or the scope, arbitrability, or validity of this arbitration agreement (Dispute) shall be … settled by binding arbitration…”

This is not a subtle or implied reference to arbitrability. It is an explicit, direct assignment of disputes regarding “scope, arbitrability, or validity” to arbitration.

2. Why It Satisfies the “Clear and Unmistakable” Test

The Court recognizes this language as functionally identical to language previously upheld in Baby Dolls Topless Saloons, Inc. v. Sotero, where the arbitration clause provided that “arbitration shall be the sole forum to determine the validity, scope and breadth of this Agreement.” In Baby Dolls, the Texas Supreme Court held that such explicit language “clearly and unmistakably” delegates arbitrability to the arbitrator.

Here, because:

  • There is a concededly valid arbitration agreement, and
  • The agreement clearly delegates scope and validity disputes to the arbitrator,

the Court is bound to respect the parties’ chosen allocation of decision-making authority.

3. The Court’s Limited Role Once Delegation Is Validated

Having found:

  1. A valid arbitration agreement; and
  2. A clear and unmistakable delegation of arbitrability questions,

the Court’s role ends. It may not decide whether the August Agreement actually covers the November visit.

Echoing TotalEnergies, the Court makes clear:

“We express no opinion on whether the August Agreement governs the November visit.”

The arbitrator must now answer that question. If Urban Air’s attempt to compel arbitration over a wholly unrelated or clearly outside-the-contract dispute were frivolous, that is also for the arbitrator to determine. This follows the U.S. Supreme Court’s rejection in Henry Schein of a “wholly groundless” judicial carveout from delegation clauses.

E. Guardrails: How This Decision Fits with Transcor Astra and Coinbase

The Court is careful to note that its holding does not mean that once a delegation clause is signed, all arbitrability disputes are forever removed from judicial review. Two significant guardrails remain:

  1. The “clear and unmistakable” standard prevents courts from inferring a delegation clause from ambiguous language.
  2. When a subsequent agreement calls into question the continued existence of the earlier arbitration agreement, courts must resolve that existence question. This is the core teaching of Transcor Astra (Texas) and Coinbase (U.S. Supreme Court).

The Court quotes Coinbase to emphasize that allowing delegations to determine their own survival in the face of later contracts would “impermissibly elevate a delegation provision over other forms of contract.” The arbitration agreement, including its delegation clause, is not more sacrosanct than any other contractual term.

Thus, Cerna does not hold that once parties sign a delegation clause, every dispute in perpetuity must go to arbitration. Rather, it holds that:

  • If a valid arbitration agreement continues to exist, and
  • If the delegation clause is clear and unmistakable,

then questions about whether a particular dispute falls within the temporal or substantive ambit of that agreement are for the arbitrator, not the court.

F. Other Notable Points: The Unaddressed TAA Issue

In the court of appeals, Cerna raised a second argument: that the Texas Arbitration Act required the parties’ attorneys to sign the arbitration agreement. The court of appeals held that, because the August Agreement delegated questions of “validity” to the arbitrator, even that issue was delegated.

A concurring justice disagreed, treating the attorney-signature issue as a formation challenge (an existence issue), but concluded that the agreement was actually governed by the FAA, not the TAA, rendering the argument immaterial.

In the Supreme Court, Cerna did not pursue this issue. The Court therefore does not address it. This underscores an important procedural point: appellate courts will not reach unpreserved or abandoned issues, and strategic narrowing of arguments can shape the doctrinal footprint of a decision.

V. Simplifying the Key Legal Concepts

A. “Existence” vs. “Scope” in Plain Terms

  • Existence question: “Did we ever agree to arbitrate at all?” Examples:
    • “I never signed this.”
    • “My signature was forged.”
    • “The contract was void from the start because of illegality or lack of capacity.”
    • “We later signed a new contract that ended the old one.”
    Only a court can decide these.
  • Scope question: “Assuming we agreed to arbitrate, does that agreement cover this particular dispute?” Examples:
    • “Our arbitration clause covers only breach of contract claims, not tort claims.”
    • “This claim arises from a different relationship or transaction.”
    • “The contract expressly carves out class actions or certain types of disputes.”
    • “The contract doesn’t clearly say it applies to events years later.”
    These questions can be assigned to the arbitrator if the parties clearly say so (via a delegation clause).

B. Delegation Clauses

A delegation clause is a contractual provision stating that the arbitrator, not a court, will decide threshold questions about:

  • Whether the arbitration agreement is valid (other than pure formation issues).
  • Whether certain claims fall within its scope.

In Cerna, the clause expressly covers the “scope, arbitrability, or validity” of the arbitration agreement. That is a textbook delegation clause.

C. “Clear and Unmistakable” Standard

Courts are reluctant to infer that parties intended to arbitrate gateway issues because such delegation deprives parties of a judicial forum even for deciding whether they must arbitrate. As a result, courts require:

  • Language that explicitly states that the arbitrator will decide arbitrability issues, or
  • At least language from which that intention is unmistakably apparent.

Ambiguous or boilerplate references to rules are sometimes debated, but in Cerna the clause’s explicit reference to “scope, arbitrability, or validity” easily passes this test.

D. “Questions of Arbitrability” vs. Other Procedural Questions

Drawing from Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79 (2002), and Robinson, Texas courts distinguish:

  • Questions of arbitrability: Who decides whether the parties agreed to arbitrate a certain kind of dispute? (Normally for courts unless delegated.)
  • Procedural or subsidiary questions: Issues like time limits, waiver, preconditions to arbitration, or internal arbitral procedures. These are normally for arbitrators.

Cerna confirms that when parties clearly delegate questions of “scope, arbitrability, or validity,” these gateway questions shift from courts to arbitrators.

E. “Next Friend” Status

Cerna sues as “Next Friend” of R.W., meaning she brings the lawsuit on her minor child’s behalf because the child cannot sue in his own name. This procedural device does not alter the arbitration analysis. The Court assumes without revisiting that the August Agreement validly binds the child for purposes of the motion to compel.

VI. Impact and Implications

A. For Businesses Using Releases and Waivers (Gyms, Trampoline Parks, Etc.)

This decision is particularly important for recreational businesses that rely on standard form “release/waiver” agreements containing arbitration clauses:

  • Temporal reach is a scope question. Whether a one-time-signed agreement extends to future visits will often be treated as a question of scope for the arbitrator if the agreement includes a clear delegation clause.
  • Drafting implications. Businesses inclined to maximize predictability may:
    • Include explicit duration language (e.g., “This agreement applies to all future visits for X years unless revoked in writing” or “applies only to this visit”), and
    • Maintain clear records of when customers sign or re-sign agreements.
  • Risk management. A robust delegation clause effectively channels many front-end fights to the arbitrator, potentially reducing preliminary litigation about where the dispute will be resolved.

B. For Plaintiffs and Their Counsel

For plaintiffs challenging arbitration, Cerna sends a clear signal:

  • Simply reframing a scope argument as “the agreement doesn’t exist for this incident” will not avoid a delegation clause if formation and ongoing existence are conceded.
  • To keep arbitrability disputes in court, plaintiffs must:
    • Raise genuine formation/existence issues (e.g., lack of signature, unconscionability at formation, statutory invalidity), or
    • Show the presence of a subsequent contract that supersedes the earlier arbitration agreement, invoking Transcor Astra and Coinbase.
  • Once a valid delegation clause is established, challenges to the temporal or subject-matter scope of the arbitration agreement will ordinarily go to the arbitrator.

C. For Texas Arbitration Jurisprudence

Cerna fits squarely within, and further clarifies, Texas’s modern arbitration jurisprudence:

  • It builds directly on RSL Funding, Robinson, Baby Dolls, and TotalEnergies, consistently enforcing clear delegation clauses.
  • It harmonizes Texas law with U.S. Supreme Court decisions like Henry Schein, Morgan v. Sundance, Inc., 596 U.S. 411 (2022), and Coinbase:
    • Henry Schein: Courts cannot create exceptions (“wholly groundless” arbitrability) to otherwise valid delegation clauses.
    • Morgan: Arbitration agreements must be treated like any other contract—no special pro- or anti-arbitration rules; here, the Court simply enforces the parties’ contract as written.
    • Coinbase: Delegations cannot override fundamental contract principles, such as supersession by later agreements; Cerna respects that limit by distinguishing the absence of any subsequent contract.

D. For Trial Courts

The opinion provides a clear procedural roadmap:

  1. Step one: Determine whether a valid arbitration agreement exists, applying ordinary contract principles and deciding any genuine formation or supersession disputes.
  2. Step two: If a valid agreement exists, determine whether the agreement clearly and unmistakably delegates arbitrability questions (scope/validity) to the arbitrator.
  3. If yes: Compel arbitration and do not reach scope/validity issues.
  4. If no: The court itself decides whether the claims fall within the scope of the arbitration clause.

Trial courts that skip step two (delegation) or collapse step one (existence) and step two (scope) risk reversal, as happened at the trial level in Cerna.

VII. Conclusion: The Significance of Cerna

Cerna v. Pearland Urban Air, LLC does not say whether a single recreational waiver can bind customers for future visits. Rather, it answers a more foundational question: who decides whether it does?

The Court’s core rule can be summarized as follows:

When a valid arbitration agreement exists and clearly delegates questions of “scope, arbitrability, or validity” to the arbitrator, disputes about the agreement’s temporal reach—including whether it governs a later incident for which no new contract was signed—are questions of scope, not existence, and must be decided by the arbitrator.

In reaching this result, the Court:

  • Confirms a strict separation between existence and scope challenges.
  • Prevents parties from bypassing delegation clauses through artful pleading.
  • Preserves safeguards against overbroad delegation through the “clear and unmistakable” standard and the rule that courts decide whether later agreements supersede earlier ones.
  • Aligns Texas law with recent U.S. Supreme Court guidance while reinforcing Texas’s own body of arbitration precedent.

Practically, Cerna strengthens the enforceability of delegation clauses and clarifies that disputes over the duration and applicability of arbitration agreements to particular incidents will often be resolved in arbitration rather than in court—so long as the threshold existence of a valid agreement is conceded and no later contract displaces it.

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