“Relating in Any Way”: Vaughn v. JP Morgan Chase & Co. and the Expansive Scope of Bank Arbitration Clauses

I. Introduction

The Tenth Circuit’s order and judgment in Vaughn v. JP Morgan Chase & Co., No. 24‑1016 (10th Cir. Dec. 8, 2025), addresses a highly consequential question for consumer, civil-rights, and tort litigation against financial institutions:

• When a bank customer experiences alleged racial discrimination and other tortious conduct inside a branch while trying to access her account, are those claims compelled to arbitration under a standard consumer deposit agreement?

Plaintiff Jeanetta Vaughn, a Black customer, alleged that a white Chase branch manager:

• told her she was “not welcome,”
• called the police on her, falsely accusing her of criminal trespass and “aggressive” behavior, and
• mimicked stereotypes about Black women when speaking with officers,

all while Ms. Vaughn was at the branch to unlock her debit card and withdraw funds. She sued under:

• the Colorado Anti-Discrimination Act (CADA),
• 42 U.S.C. § 1981,
• state-law negligent infliction of emotional distress (NIED), and
• state-law defamation.

The district court held that, although Ms. Vaughn had signed a valid Deposit Account Agreement (DAA) with an arbitration clause, her discrimination and tort claims were outside that clause’s scope. The Tenth Circuit reversed. The majority held that all claims—civil-rights and tort alike—are subject to arbitration because they “relate in any way” to Ms. Vaughn’s Chase account or transactions. Judge Bacharach concurred in part and dissented in part, arguing that only the race-discrimination claims should be arbitrated, while defamation and NIED should remain in court.

Though formally non-precedential, the decision articulates and applies a set of principles that, in practice, will be highly persuasive within the Tenth Circuit and beyond:

• It treats very broad “relating in any way to your account or transactions” language as encompassing even in-branch civil-rights and tort claims, so long as the customer’s presence is tied to the account.
• It doubles down on a “factual underpinnings” approach to scope, making it harder for plaintiffs to avoid arbitration via artful pleading.
• It flags—but leaves unresolved—a potential tension between the Tenth Circuit’s older “broad vs. narrow clause” test (Cummings) and the Supreme Court’s later framework in Granite Rock governing when courts may invoke a presumption of arbitrability.

II. Summary of the Opinion

A. Factual Background

Ms. Vaughn became a Chase customer in 2019 and opened a specific account at a Colorado branch in February 2021. She completed a “Click to Sign” process acknowledging receipt of Chase’s DAA and agreeing to be bound by it. Section X of the DAA (“Arbitration; Resolving Disputes”) provided:

“You and we agree that upon the election of either of us, any dispute relating in any way to your account or transactions will be resolved by binding arbitration … and not through litigation in any court (except for matters in small claims court).”

A FAQ within Section X added that arbitration covers:

• “[c]laims or disputes between you and us about your deposit account, transactions involving your deposit account, … and any related service with us,” and
• “[a]ny claims or disputes arising from or relating to this agreement … or the advertising, the application for, or the approval or establishment of your account,”
• “regardless of what theory they are based on or whether they seek legal or equitable remedies,”
• and whether those claims “arose in the past, may currently exist or may arise in the future.”

On June 9, 2022, Ms. Vaughn went to a Chase branch in Aurora, Colorado to withdraw money and obtain counter checks. She sat in the lobby to unlock her debit card. Within about ninety seconds, branch manager and vice president Trina Pelech approached. According to the complaint:

• When Ms. Vaughn responded that she was unlocking her card and would then get in line, Ms. Pelech said Ms. Vaughn was “not welcome” and threatened to call the police.
• Ms. Vaughn, shocked, said she would wait for police in the lobby.
• Ms. Pelech called 911, describing Ms. Vaughn as “rude” and “aggressive” and accusing her of criminal trespass.
• When officers arrived, they spoke to both women. Ms. Vaughn alleges that Ms. Pelech used racially stereotyped body language to mimic how Black women “supposedly speak.”
• Officers told Ms. Vaughn that the manager felt she was trespassing and could press charges, but that officers did not want to do that; they ultimately did not force Ms. Vaughn to leave and waited for her husband.
• Ms. Vaughn left when her husband arrived.

These are the factual underpinnings of all four of Ms. Vaughn’s causes of action.

B. Procedural History

Ms. Vaughn sued in Colorado state court, asserting:

1. CADA public-accommodations discrimination claim (against Chase),
2. 42 U.S.C. § 1981 claim (against Chase and Pelech),
3. Negligent infliction of emotional distress (against both), and
4. Defamation (against both).

Defendants removed to federal court and moved to compel arbitration and stay the case under the Federal Arbitration Act (FAA), arguing that all claims fell within the DAA’s arbitration clause. The district court:

• Found a valid arbitration agreement existed;
• Classified the clause as “broad” under the Tenth Circuit’s three-part test from Cummings v. FedEx Ground Package Systems, Inc., 404 F.3d 1258 (10th Cir. 2005); but
• Held the clause did not encompass Ms. Vaughn’s claims because they had “little or nothing to do with Plaintiff’s Chase account, the terms of the [DAA], or the parties’ relationship” and “do not arise from, or relate to” the DAA.

The court also emphasized a lack of evidence that Chase intended to require customers to arbitrate racial discrimination claims, and therefore denied the motion to compel arbitration and stay proceedings. The defendants appealed under 9 U.S.C. § 16(a)(1)(C), which authorizes immediate appeal from an order denying arbitration.

C. The Tenth Circuit’s Holding

Applying de novo review, the Tenth Circuit majority (Chief Judge Holmes, joined by Judge Ebel) reversed:

• It agreed that a valid arbitration agreement existed.
• It held that the arbitration clause’s plain language—“any dispute relating in any way to your account or transactions”—unambiguously covered all factual allegations in Ms. Vaughn’s complaint.
• Because all claims shared the same factual nucleus (the June 9 incident while Ms. Vaughn was accessing her account), all legal claims (CADA, § 1981, NIED, defamation) necessarily “relate[d]” to her account or transactions and were arbitrable.

The court:

• Declined to resolve whether the Tenth Circuit’s older Cummings framework was abrogated by the Supreme Court’s decision in Granite Rock Co. v. International Brotherhood of Teamsters, 561 U.S. 287 (2010), because it could decide the case without relying on any presumption of arbitrability.
• Remanded with instructions to stay the action and compel arbitration of all claims.

D. Judge Bacharach’s Partial Concurrence and Dissent

Judge Bacharach agreed that:

• Granite Rock had implicitly abrogated the Tenth Circuit’s reliance on the “broad”/“narrow” clause classification and the Cummings presumption of arbitrability, and
• Ms. Vaughn’s race-discrimination claims (CADA and § 1981) were arbitrable.

He dissented, however, as to Ms. Vaughn’s defamation and NIED claims, concluding:

• The arbitration clause was at most ambiguous as to the discrimination claims, triggering a presumption of arbitrability, which Ms. Vaughn failed to rebut.
• But the same clause unambiguously did not cover the defamation and NIED claims, which arose from:
  • the manager’s alleged false statements to police, and
  • the emotional trauma of the police confrontation,
  neither of which was sufficiently connected to Ms. Vaughn’s account or any transaction.
• Those claims bore only a “fortuitous” relationship to the account (she simply happened to be there because of her banking relationship) and thus fell outside the clause’s scope.

III. Precedents and Authorities Cited

A. Federal Arbitration Act and General Arbitration Principles

• Federal Arbitration Act (FAA), 9 U.S.C. § 16(a)(1)(C) – Provides appellate jurisdiction over denials of motions to compel arbitration.
• Avedon Eng’g, Inc. v. Seatex, 126 F.3d 1279 (10th Cir. 1997) – Establishes de novo review of orders granting or denying arbitration.
• Moses H. Cone Memorial Hospital v. Mercury Construction Corp., 460 U.S. 1 (1983) – Recognizes a “liberal federal policy favoring arbitration” and a body of federal substantive law governing arbitrability.
• First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) – Holds that state contract law governs whether parties agreed to arbitrate a given matter.
• KPMG LLP v. Cocchi, 565 U.S. 18 (2011) (per curiam) – Instructs courts to examine each claim individually to separate arbitrable from non-arbitrable claims; prohibits blanket refusal to compel arbitration simply because some claims are nonarbitrable.

B. Tenth Circuit’s “Scope” Case Law

• Cummings v. FedEx Ground Package Systems, Inc., 404 F.3d 1258 (10th Cir. 2005)
  • Adopted the Second Circuit’s Louis Dreyfus three-part framework:
  • (1) classify clause as broad or narrow;
  • (2) if narrow, determine whether the particular dispute is facially within the clause or merely collateral;
  • (3) if broad, apply a presumption of arbitrability, including as to collateral matters implicating contract construction or contractual rights/obligations.
• Sanchez v. Nitro-Lift Technologies, LLC, 762 F.3d 1139 (10th Cir. 2014)
  • Post–Granite Rock decision still applying the Cummings framework (without discussing Granite Rock), illustrating the doctrinal uncertainty in the circuit.
• Chelsea Family Pharmacy, PLLC v. Medco Health Solutions, Inc., 567 F.3d 1191 (10th Cir. 2009)
  • Emphasized that scope analysis must focus on factual underpinnings, not legal labels.
  • Held that claims about being under-reimbursed related to “payments” because reimbursement is a type of payment.
  • Warned against allowing “creative and artful pleading” to circumvent an arbitration clause.
• P & P Industries, Inc. v. Sutter Corp., 179 F.3d 861 (10th Cir. 1999)
  • Interpreted an “arising out of or relating to” arbitration clause broadly.
  • Held that a tortious interference claim arose out of or related to the contract because the alleged tortious conduct occurred during and as part of the manner of terminating that contract.
  • Articulated a “significant relationship” test: all claims with a significant relationship to the agreement, “regardless of the label attached,” arise out of and relate to it.
• Hicks v. Cadle Co., 355 F. App’x 186 (10th Cir. 2009)
  • Unpublished, cited by the majority for persuasive value.
  • Held that an “arising out of or relating to” clause in a loan agreement encompassed intentional infliction of emotional distress and defamation claims, where the alleged tortious conduct was taken in response to the borrower’s behavior in a loan dispute.
• Cavlovic v. J.C. Penney Corp., Inc., 884 F.3d 1051 (10th Cir. 2018) (unpublished as an “order and judgment”)
  • Refused to compel arbitration of a consumer’s price-fraud claims under a generic rewards-program arbitration clause.
  • Relied on Coors Brewing to say it was “simply fortuitous” that the parties had a separate rewards contract; the fraud claims concerned pricing behavior, not the loyalty contract.
• Coors Brewing Co. v. Molson Breweries, 51 F.3d 1511 (10th Cir. 1995)
  • Held that certain antitrust claims, concerning market behavior and injury to competition, fell outside a specific distributorship agreement’s arbitration clause.
  • Offered the oft-cited hypothetical: a small business sales contract with an arbitration clause does not require arbitration of an assault claim between the owners; the contract’s existence is merely fortuitous.
• Dodson International Parts, Inc. v. Williams International Co. LLC, 12 F.4th 1212 (10th Cir. 2021)
  • Reaffirmed that “arising out of or in connection with” language is interpreted expansively.
  • Defined such language as requiring “some causal connection”—that the dispute “originated from, grew out of, or flowed from” the subject matter.

C. Supreme Court’s Granite Rock and the Presumption of Arbitrability

• Granite Rock Co. v. International Brotherhood of Teamsters, 561 U.S. 287 (2010)
  • “Reemphasized the proper framework” for deciding arbitrability.
  • Held that courts:
    • must first determine if a valid arbitration agreement exists and then whether the parties intended to arbitrate the specific dispute, and
    • may invoke the presumption of arbitrability only where a valid arbitration agreement is ambiguous as to whether it covers the dispute.
  • Rejected using the presumption to override clear contractual text.

The majority notes that the Second Circuit has explicitly concluded that its earlier Louis Dreyfus test (which Cummings adopted verbatim) is “inconsistent with Granite Rock” and “cannot be good law.” Local Union 97 v. Niagara Mohawk Power Corp., 67 F.4th 107, 114 (2d Cir. 2023). The Tenth Circuit has not squarely resolved that issue, and different panels have alternately applied Cummings or Granite Rock.

Judge Bacharach leans into this, arguing that Granite Rock has “indisputably and pellucidly” abrogated the Cummings-style broad-clause presumption, and that the court must now:

• look for ambiguity in the clause’s coverage of each claim, and only then,
• apply a presumption of arbitrability.

D. Colorado Contract Interpretation Principles

• Radil v. National Union Fire Insurance Co. of Pittsburgh, PA, 233 P.3d 688 (Colo. 2010)
  • Colorado courts look to the plain and ordinary meaning of contract terms to effectuate the parties’ intent.
• Lane v. Urgitus, 145 P.3d 672 (Colo. 2006)
  • Scope of an arbitration clause is determined by examining wording, mutual intent, and the subject matter and purposes of the agreement.
• USI Properties East, Inc. v. Simpson, 938 P.2d 168 (Colo. 1997)
  • When a written contract is complete and unambiguous, it is presumed to express the parties’ intent, and courts do not look outside its four corners.
• City & County of Denver v. District Court, 939 P.2d 1353 (Colo. 1997)
  • Colorado courts, like the Tenth Circuit, look to the factual allegations forming the basis of the claim, not merely the legal theory pled, when deciding the reach of an ADR clause.
• People v. Berry, 457 P.3d 597 (Colo. 2020)
  • Interpreted “relating to” in a statutory context to mean “made possible because of.”
  • This definition is central to the majority’s conclusion that Ms. Vaughn’s claims, factually, were “made possible because of” her account and thus “relate” to it.

E. Other Authorities in the Dissent

Judge Bacharach draws heavily on decisions from other circuits where courts declined to compel arbitration of tort or statutory claims, even under broad “relating to” clauses, where the claim’s connection to the contract was deemed too attenuated or “fortuitous”:

• Doe v. Princess Cruise Lines, Ltd., 657 F.3d 1204 (11th Cir. 2011)
  • Arbitration clause: “any and all disputes, claims, or controversies … relating to or in any way arising out of or connected with” the employment agreement.
  • Held: sexual-assault–related claims against employer were not sufficiently related to employment, even though plaintiff was aboard ship only because of job and clause was broad.
• Jones v. Halliburton Co., 583 F.3d 228 (5th Cir. 2009)
  • Arbitration clause for claims “related to” employment or workplace personal-injury claims.
  • Held: sexual-assault claims did not “relate to” employment in the requisite sense.
• Anderson v. Hansen, 47 F.4th 711 (8th Cir. 2022)
  • Employment-agreement clause covering “any dispute arising under or related in any way to this agreement.”
  • Held: sexual-assault tort claims were not “related” to the employment agreement merely because plaintiff was present as an employee.
• Cooper v. Ruane Cunniff & Goldfarb Inc., 990 F.3d 173 (2d Cir. 2021)
  • Clause covering claims “arising out of or relating to employment.”
  • Held: a fiduciary-breach claim relating to mismanaged retirement investments did not “relate to” employment, despite employer’s control and compensation connection.
• United States ex rel. Welch v. My Left Foot Children’s Therapy, LLC, 871 F.3d 791 (9th Cir. 2017)
  • Extremely broad employment ADR clause (“any relationship or connection whatsoever with … employment”).
  • Held: qui tam False Claims Act claims were not within the clause simply because the relator observed fraud while employed.
• Calderon v. Sixt Rent a Car, LLC, 5 F.4th 1204 (11th Cir. 2021)
  • Reaffirmed that a dispute does not arise out of or in connection with a contract simply because it “would not have arisen” absent the contract; “but-for” presence alone is insufficient.

IV. The Court’s Legal Reasoning

A. Framing the Issue: Scope, Not Validity

Both the district court and the Tenth Circuit agree that the arbitration agreement is valid and enforceable; the core dispute is scope—whether Ms. Vaughn’s particular claims are “disputes relating in any way to your account or transactions.”

Critically, the Tenth Circuit follows its own and Colorado authority in:

• Focusing on the factual allegations underlying the claims, not the legal labels (discrimination vs tort), and
• Asking whether those factual circumstances “relate in any way” to the account or transactions.

B. Majority: The Clause is Unambiguous and Broad Enough to Cover All Claims

1. No need to choose between Cummings and Granite Rock

The majority acknowledges an “open question” whether the circuit’s Cummings test is compatible with Granite Rock, especially regarding:

• whether the presumption of arbitrability arises from the breadth of a clause (Cummings) or only from ambiguity regarding scope (Granite Rock).

But the court explicitly declines to resolve that doctrinal conflict because it finds this arbitration clause:

• unambiguous in covering all of Ms. Vaughn’s factual allegations; and thus
• no presumption of arbitrability is needed to compel arbitration.

2. Colorado plain-meaning approach applied to “relating in any way”

Applying Colorado law, the majority:

• Looks to the “plain and ordinary meaning” of “any dispute relating in any way to your account or transactions.”
• Notes that Colorado’s Berry defined “relating to” as “made possible because of.”
• Relies on Black’s Law Dictionary, which defines “relate” as “to have some connection to; to stand in relation to; to originate in some past event; to have a connection with some antecedent occurrence.”
• Emphasizes that “relating to” is broader than “arising out of,” and that “arising out of or in connection with” language has been given “quite expansive” reach in Tenth Circuit precedent.

The DAA further:

• Makes clear that the arbitration agreement is intended to be as comprehensive as possible:
  • It applies regardless of legal theory or type of remedy.
  • It covers past, current, and future claims.
  • It has only one express carve-out (small claims court), triggering a negative implication that other claim types are included.

Because the court finds the language unambiguous, it refuses to consider Ms. Vaughn’s subjective claim that she did not foresee coverage of racial discrimination or tort claims when agreeing; Colorado’s four-corners rule precludes looking beyond the written terms to discern intent where the text is clear.

3. Factual underpinnings: the entire “bank incident” is related to the account

Turning to the complaint, the court observes:

• All of Ms. Vaughn’s claims arise out of a single incident at the Chase branch.
• Ms. Vaughn was at the branch solely to engage in business related to her Chase account (unlocking her card, withdrawing cash, obtaining counter checks).
• The conflict with the branch manager began while Ms. Vaughn was in the process of accessing her account and persisted until she left the branch.

On those facts, the majority reasons:

• The entire incident was “made possible because of” the account, and
• All interactions between Ms. Vaughn and the manager during that visit had “some causal connection” to her account or attempted transactions.

Therefore, under its broad construction of “relating in any way,” the majority concludes that:

• every factual component of the incident “relates to” and “arises from” Ms. Vaughn’s account or account transactions, and
• consequently, every claim based on those same facts (CADA, § 1981, NIED, defamation) also “relates to” her account or transactions.

The court explicitly acknowledges that some claims (like defamation or negligent infliction of emotional distress) might, at first glance, seem more remote from the account than contract-based or § 1981 claims, but insists that:

• the relevant question is not how they relate (e.g., whether their subject matter is “financial”), but whether they relate in any way to the account or transactions; and
• when all claims share the same factual nucleus—a single incident that occurred because Ms. Vaughn was engaging in account-related activity—each claim falls within the clause.

4. Distinguishing Coors and Cavlovic: Not a “fortuitous” contract

Ms. Vaughn invoked Cavlovic (price-fraud claims not arbitrable under loyalty-program clause) and Coors (antitrust claims not arbitrable under distribution contract) to argue that her claims were unrelated to the DAA. The majority distinguishes these cases:

• In Cavlovic and Coors, the contractual relationship (containing the arbitration clause) was “fortuitous” relative to the underlying wrong:
  • The plaintiffs were interacting with the defendant in capacities essentially independent of the contract, and
  • the alleged wrongful conduct happened to coincide with an existing, separate contract but was not rooted in that relationship.
• By contrast, Ms. Vaughn’s presence at Chase, and the entire incident with the branch manager, stemmed directly from her contractual relationship as an account holder and her attempt to access her account.

Thus, the majority sees nothing “fortuitous” about the DAA’s connection to Ms. Vaughn’s experience. It treats the altercation as occurring “at the time” and in the course of attempting account-related transactions, much like the interference in P & P Industries occurred “at the time” of contract termination and was part of the “manner” of that termination.

C. Judge Bacharach: Granular, Claim-by-Claim Approach and a Stricter “Relation” Requirement

1. Granite Rock abrogates the Cummings presumption

Judge Bacharach begins by directly addressing what the majority leaves unresolved:

• He concludes that the Supreme Court’s Granite Rock decision, which limits the presumption of arbitrability to ambiguous agreements, has “indisputably and pellucidly” abrogated Tenth Circuit precedent that based a presumption on the breadth of a clause (Cummings).
• Under internal circuit rules, panels must disregard earlier circuit precedent when the Supreme Court “unambiguously abrogates” its foundation.

Thus, in his view, the court must:

1. Ask, for each claim, whether the clause is ambiguous as to that claim’s coverage.
2. If ambiguous, presume arbitrability and require the party resisting arbitration to provide “forceful evidence” that the claim was intended to be excluded.
3. If unambiguous—whether in or out—apply that plain meaning without a presumption.

2. Race-discrimination claims: at least ambiguous, and thus arbitrable

For Ms. Vaughn’s CADA and § 1981 claims, Judge Bacharach:

• Finds the clause ambiguous as to whether race-discrimination claims are covered, especially because:
  • the clause, when describing subject-matter coverage, lists financial-type disputes (transactions, safe deposit boxes, advertising, account establishment), not civil-rights violations;
  • but Ms. Vaughn expressly alleges that the discrimination:
  • prevented her from fully and equally enjoying bank services, and
  • deprived her of the benefits and conditions of her contractual relationship as a bank customer.
• Under Granite Rock, this ambiguity triggers a presumption of arbitrability; Ms. Vaughn must show “forceful evidence” that the parties intended to exclude such claims.
• Concludes she did not carry that burden:
  • Defendants’ declarations about the formation and updating of the DAA and opt-out procedures shed no light on the scope of the clause.
  • Ms. Vaughn produced no contrary evidence of intent to exclude race-discrimination claims.
  • Defense counsel did not concede inapplicability during oral argument (he merely questioned a hypothetical about a teller assault).

He therefore agrees that the race-discrimination claims are arbitrable.

3. NIED and defamation claims: unambiguously outside the clause

For the NIED and defamation claims, Judge Bacharach takes a different view:

• He notes that Defendants’ appellate briefing asserted, without explanation, that all claims “touch” the contract—a conclusory argument he finds insufficient.
• He emphasizes the need, under Cocchi, to separately analyze each claim’s arbitrability.
• Examining the complaint, he notes:
  • The NIED claim is based on the emotional impact of Ms. Vaughn’s confrontation with police.
  • The defamation claim is based on the manager’s allegedly false accusation to police that Ms. Vaughn was trespassing and acting aggressively.

He then reasons:

• The arbitration clause “refers only to financial disputes” involving account transactions, safe deposit boxes, advertising, application, approval, or establishment of the account.
• No reasonable customer could read that list as signaling that accusations of criminal misconduct to the police and resulting emotional trauma would fall within “any dispute relating in any way to your account or transactions.”
• While Ms. Vaughn’s presence in the branch was a but-for result of the account, the wrongs underlying the NIED and defamation claims do not involve:
  • the account itself,
  • the ability to perform a financial transaction, or
  • banking services as such;
  rather, they involve the manager’s alleged misuse of law enforcement.

He likens this to the “fortuitous” relationship in Coors and Cavlovic:

• The customer in Cavlovic had a rewards account, but her fraud claim concerned price misrepresentation; likewise, Ms. Vaughn has an account, but her defamation claim concerns accusations of criminal behavior.
• In each case, the contract’s existence is incidental; the claim would exist even if the contract were fully honored.

Citing Princess Cruise Lines, Jones, Anderson, Welch, and Cooper, he concludes that “but-for” presence attributable to a contract is not enough in itself to make tort claims “related to” that contract for arbitration purposes, especially in the face of contractual language focused on financial transactions. Thus, for NIED and defamation, he finds no ambiguity: the disputes lie outside the clause’s scope and are not arbitrable.

V. Complex Concepts Simplified

A. Arbitration Clauses and Motions to Compel Arbitration

An arbitration clause is a provision in a contract where parties agree that certain disputes will be resolved by a private arbitrator instead of a public court. When one side sues in court despite such a clause, the other can file a “motion to compel arbitration.” If the court grants it:

• the lawsuit is typically stayed (put on hold) or dismissed, and
• the dispute proceeds in arbitration under the agreement’s terms.

B. Scope vs. Validity

Two separate questions arise with arbitration clauses:

1. Validity: Is the arbitration agreement itself legally enforceable (e.g., was it properly formed, is it unconscionable, is it barred by statute)? That is not disputed here.
2. Scope: Assuming the clause is valid, does this particular dispute fall within what the parties agreed to arbitrate? Vaughn is entirely about scope.

C. “Broad” vs. “Narrow” Clauses and the Presumption of Arbitrability

Historically, courts often:

• called clauses that cover disputes “arising out of or relating to” a contract “broad,” and
• applied a presumption that any dispute with a significant relationship to the contract was arbitrable.

After Granite Rock, the Supreme Court insists that:

• only when a valid arbitration agreement is ambiguous about whether it covers a dispute may courts invoke a presumption favoring arbitration, and
• that presumption cannot override clear contract language.

The majority in Vaughn sidelines this debate by finding no ambiguity. Judge Bacharach, by contrast, argues that the Tenth Circuit must abandon its prior practice of presuming arbitrability solely because a clause is “broad.”

D. “Relating to” vs. “Arising out of”

Contract drafters often use phrases like:

• “arising out of,”
• “in connection with,”
• “related to,”
• “relating in any way to.”

Courts generally treat:

• “arising out of” as narrower—requiring a fairly direct causal connection,
• “relating to” as broader—requiring only some connection, which can approach “made possible because of,” and
• “arising out of or relating to” or “in connection with” as very broad formulations that capture disputes with some significant or causal relationship to the contract.

The key dispute in Vaughn is how far “relating in any way” extends. The majority essentially adopts a very capacious reading (bordering on a but-for test) in the consumer-banking context. The dissent would require a tighter, more substantive relationship than mere but-for causation.

E. “Fortuitous” Contractual Relationships

Courts sometimes say a contractual relationship is “fortuitous” to a given dispute where:

• the parties happen to have a contract that includes an arbitration clause,
• but the wrongful conduct at issue does not meaningfully depend on, or derive from, that contract’s terms or performance.

Example: Two small business owners have a sales contract with an arbitration clause. One physically assaults the other at a social event; the assault has nothing to do with the sales contract. That the parties have a contract is “fortuitous,” and the assault claim is not “related to” the sales agreement for arbitration purposes.

The majority in Vaughn says Ms. Vaughn’s dispute is not fortuitous because she was physically at the bank to transact on her account. Judge Bacharach says that rationale stretches the concept too far for defamation and NIED: those claims rest on accusations to police and emotional harm, not on banking services or account terms.

VI. Impact and Significance

A. Practical Consequences for Consumer-Bank Disputes

Even as a non-precedential order and judgment, Vaughn will be frequently cited within the Tenth Circuit and likely beyond. Practically, it signals that:

• Very broad consumer-bank arbitration clauses can reach civil-rights and tort claims arising from in-branch interactions, if:
  • the customer is present to conduct account-related business, and
  • the dispute unfolds during that attempt.
• Plaintiffs cannot avoid arbitration simply by labeling claims as “discrimination,” “defamation,” or “emotional distress” rather than contract-based.

Banks and other financial institutions will likely rely on Vaughn to argue that:

• on-premises incidents—from alleged discriminatory treatment to some categories of torts—are arbitrable whenever the customer’s presence is tied to the account or transaction, and
• the contract’s arbitration clause is triggered by the factual context, not by whether the immediate conduct is “financial” in nature.

There will, however, remain boundaries:

• The majority’s reasoning might still leave out truly unrelated incidents (e.g., an assault or tort by a stranger in the parking lot, or a slip-and-fall with no connection to services or account access), though the line is not clearly drawn.
• Judge Bacharach’s dissent—and the out-of-circuit authorities he cites—gives plaintiffs a roadmap to argue that some torts are too attenuated from the account to be “related,” especially when they involve independent criminal accusations or conduct by third parties.

B. Civil-Rights Litigation and Public Accountability

For civil-rights plaintiffs, Vaughn underscores a stark reality:

• Claims under § 1981 and state anti-discrimination statutes arising from racially biased denial of service in banking can be subject to mandatory, private arbitration if the consumer contract is drafted with “relating in any way” language.

That has several implications:

• Reduced transparency: Arbitration proceedings are generally confidential, limiting public scrutiny of alleged discriminatory practices at financial institutions.
• Procedural constraints: Arbitration often forecloses class actions and appellate review, which can constrain systemic change litigation.
• Forum-shifting: Plaintiffs may face arbitrators perceived as more defense-friendly, and the practical burdens of arbitration (fees, discovery limits) may deter some claims.

At the same time, Vaughn does not hold that civil-rights claims are per se arbitrable in all contexts; its reasoning is tied to:

• the parties’ explicit agreement language, and
• the fact that the discrimination allegedly occurred during the attempted use of contracted-for financial services.

C. Doctrinal Tension: Cummings vs. Granite Rock

The opinion leaves unresolved, but spotlights, an important doctrinal question for the Tenth Circuit:

• Should courts continue to use the Cummings test, which treats “broad” clauses as presumptively covering collateral matters, or
• Should they follow Granite Rock and only apply a presumption where there is genuine ambiguity about coverage?

Judge Bacharach is explicit: Granite Rock has abrogated Cummings to the extent it creates a presumption purely from breadth. The majority notes the issue but sidesteps it by treating the clause as unambiguous. This tension will matter in future cases where:

• the clause’s language is less sweeping than “relating in any way,” or
• the factual connection between the claim and the contract is more debatable.

Eventually, either en banc review or a future panel will likely have to explicitly reconcile Cummings with Granite Rock.

D. Drafting Implications for Financial Institutions and Other Service Providers

The drafting lessons from Vaughn are clear:

• Using expansive language such as “any dispute relating in any way to your account or transactions,” combined with clarifiers like “regardless of theory” and “past, present, or future,” will be treated as:
  • strong evidence of intent to capture a very wide array of disputes, including non-financial torts and civil-rights claims that arise during service use.
• Limiting listed examples to purely financial topics (as highlighted by Judge Bacharach) may not suffice to narrow scope if the operative language is as broad as “relating in any way.”
• Institutions that do wish to exclude certain categories (e.g., intentional torts, sexual assault, criminal accusations) should consider explicit carve-outs, given the majority’s willingness to treat general language as encompassing virtually all factually connected disputes.

E. Future Litigation and Potential Circuit Split

Judge Bacharach’s dissent closely aligns with other circuits’ skepticism about reading “relating to” as covering:

• sexual assaults,
• false criminal accusations, or
• qui tam fraud claims,

simply because the plaintiff’s presence was a but-for result of an employment or service contract. The Tenth Circuit majority’s more expansive “but-for-plus” reading of “relating in any way” in the consumer context may create grounds for:

• argument that a de facto circuit split is emerging on how attenuated a relationship can be while still being “related,” and
• future Supreme Court clarification on the limiting principles governing “relating to” language, especially where arbitration displaces public adjudication of civil-rights and tort claims.

VII. Conclusion

Vaughn v. JP Morgan Chase & Co. is a forceful statement by the Tenth Circuit that:

• When a consumer signs a deposit agreement with an arbitration clause covering “any dispute relating in any way” to her account or transactions,
• and she later experiences alleged discrimination and tortious conduct in a branch while attempting to use that account,
• courts in this circuit will likely treat all resulting claims—contractual, statutory, and tort—as falling within that clause’s scope.

The majority does so by:

• Embracing an expansive, plain-language reading of “relating in any way,” backed by Colorado precedent, federal arbitration policy, and prior Tenth Circuit interpretations of similar phrases.
• Focusing on factual context rather than legal theory, thereby limiting the effectiveness of artful pleading in avoiding arbitration.

Judge Bacharach’s partial dissent, however, underscores that there are principled reasons to:

• Distinguish between civil-rights claims that directly implicate the contract’s performance (e.g., discriminatory denial of service) and torts like defamation or emotional distress based on independent criminal accusations, and
• Demand more than but-for presence to deem a tort “related to” the underlying contract.

Going forward, Vaughn will be a key reference point for:

• trial courts in the Tenth Circuit confronting arbitration of discrimination or tort claims in consumer and service relationships;
• litigators seeking either to compel or resist arbitration based on broad “relating to” clauses; and
• contract drafters calibrating the breadth of arbitration provisions, especially in sensitive contexts where civil-rights or serious tort claims may arise.

While formally non-binding, the opinion’s reasoning—combined with the detailed concurrence/dissent—marks an important moment in the continuing evolution of arbitration law at the intersection of consumer contracts, civil rights, and tort liability.