Full Opinion

Third District Court of Appeal State of Florida Opinion filed October 7, 2026. Not final until disposition of timely filed motion for rehearing. ________________ No. 3D25-1480 Lower Tribunal No. 25-4087-CA-01 ________________ Juan Gonzalez, Appellant, vs. Resolvion, LLC, Appellee. An Appeal from a non-final order from the Circuit Court for Miami-Dade County, Daryl E. Trawick, Judge. Law Office of Gustavo Martinez, and Gustavo Martinez, for appellant. Winget, Spadafora & Schwartzberg, LLP, and Zachary S. Knoblock, for appellee. Before LOGUE, LINDSEY, and GOODEN, JJ. LOGUE, J. The plaintiff below, Juan Gonzalez, appeals from the trial court’s nonfinal order granting defendant Resolvion, LLC’s Motion to Stay the Case and Compel Arbitration pursuant to an arbitration provision in the lease agreement between Gonzalez and American Honda Finance Corporation to which Resolvion was not a signatory. The facts at this preliminary point in the litigation indicate Resolvion repossessed Gonzalez’s 2018 Honda Civic under the mistaken impression that Gonzalez had failed to make payments to Honda under the lease agreement. In fact, Gonzalez had purchased the vehicle pursuant to the lease agreement and financed the purchase through another finance company. As such, Honda had no lien or claim on the vehicle. In the underlying action, Honda was not made a party to the litigation and Gonzalez’s causes of action against Resolvion did not cite to or rely upon the lease agreement. Under these circumstances, the trial court erred in finding that Gonzalez was equitably estopped from refusing to arbitrate his claims against Resolvion. BACKGROUND Gonzalez filed a complaint against Resolvion. The complaint alleged that on February 1, 2022, Resolvion wrongfully seized and removed his vehicle from the front of his residence without his consent. On the day the vehicle was taken, Gonzalez was the title holder and registered owner of his vehicle and there was no lienholder or claimant who had a lawful right to repossess, use, or take his vehicle. Further, the complaint alleged Resolvion 2 was not acting on behalf of anyone who had a lien, security interest, or lawful right to repossess the vehicle. Gonzalez repeatedly requested Resolvion return the vehicle, but Resolvion refused. The complaint asserted claims for civil theft, conversion, trespass to chattel, negligence, gross negligence, and unlawful removal of a vehicle under section 715.07, Florida Statutes (2021). In response, Resolvion filed a motion to stay the case and compel arbitration, relying on an arbitration provision in the 36-month lease agreement for the vehicle between Gonzalez and Honda executed on September 25, 2018. The lease agreement contained the following arbitration provision: By agreeing to arbitrate, the right to go to court is waived and instead claims, disputes, or controversies are submitted to binding arbitration. . . . By signing the Arbitration Consent, YOU elect to have disputes resolved by arbitration. YOU, HONDA[1] or any involved third party may pursue a Claim. “Claim” means any dispute between YOU, HONDA, or any involved third party relating to your account, this Lease, or our relationship, including any application; the Vehicle, its performance and any representations; omissions or warranties. “Claim” does not 1 The arbitration provision defines “Honda” as follows: “HONDA means the Lessor, Dealer, Honda Lease Trust, American Honda Finance Corporation (AHFC), American Honda Motor Co., Inc., Honda Finance Exchange, Inc., Acura Financial Services (AFS), Honda Financial Services (HFS), HVT, Inc., their parents, subsidiaries, predecessors, successors, assignees, and officers, employees, representatives, and agents. YOU means Lessee and Co-Lessee.” 3 include personal injury or wrongful death claims. YOU or HONDA may seek remedies in small claims court or provisional judicial remedies without arbitrating. .... This provision survives termination of this Lease or relationship, bankruptcy, assignment, or transfer. . . . The lease agreement also allowed Honda to repossess the vehicle if Gonzalez defaulted. In support of its motion to compel arbitration, Resolvion filed the sworn affidavit of its Vice President, Wendy Radmall. In her affidavit, Radmall averred that Resolvion had an agreement with Honda to provide automobile recovery and repossession services. In late 2021 or early 2022, Honda contacted Resolvion to repossess Gonzalez’s vehicle because he had violated the lease agreement. Resolvion then engaged a non-party tow truck company to repossess the vehicle. At all relevant times, Resolvion was acting with the sole purpose of assisting Honda in enforcing its rights under the lease agreement. In its motion, Resolvion acknowledged that the general rule is that a non-signatory to a contract containing an arbitration agreement cannot compel a signatory to submit to arbitration. Resolvion, however, asserted that Florida and federal courts have applied the principles of equitable 4 estoppel to allow a non-signatory, such as Resolvion, to compel arbitration against a signatory to the contract, such as Gonzalez. In this regard, Resolvion claimed that, while the complaint was “crafted in a way to avoid implicating the arbitration provision, [Gonzalez’s] reference to the vehicle, his alleged possessory interest right to [the vehicle], and the repossession of the vehicle pursuant to Honda’s instructions nevertheless invokes the lease agreement that he signed with Honda.” In addition, Resolvion argued, the arbitration provision provided that Gonzalez agreed to arbitrate all claims or disputes with Honda and its affiliates, assignees, and agents, and Resolvion was acting as Honda’s agent. Gonzalez countered by filing his own affidavit. In it, he averred that he satisfied all financial obligations to Honda under the lease agreement; the lease agreement ended when he purchased the vehicle on January 14, 2022; and the causes of action he asserted against Resolvion are based on incidents that occurred following the lease period and are completely unrelated to the lease agreement. Moreover, when he purchased the vehicle, he financed a portion of the purchase price with Capital One Auto Finance, not Honda, and on January 15, 2022, Capital One placed a lien on the vehicle, and Honda removed any lien it had on the vehicle. 5 Further, in late January 2022, Gonzalez checked Florida’s Department of Highway Safety and Motor Vehicles’ website, which confirmed that Honda no longer had a lien on the vehicle; Capital One was the sole lienholder; and he was the sole registered owner of the vehicle with the title being issued on January 15, 2022. Nonetheless, on February 1, 2022, Resolvion entered his private property and stole his vehicle. In addition, Gonzalez averred that once the vehicle was stolen, he communicated with several Honda entities, including Honda and the dealership. The Honda entities admitted that Gonzalez was the sole lawful owner of the vehicle; he did not owe anything to Honda and/or its affiliated corporate entities; no Honda entity had a lien on the vehicle; Resolvion was not enforcing any of Honda’s rights under the lease agreement; the lease was over because Gonzalez had purchased the vehicle; and Resolvion did not have the authority to repossess the vehicle on its behalf. Gonzalez also asserted that he presented this evidence to Resolvion, but Resolvion refused to return the vehicle for weeks. Gonzalez further argued that, assuming Resolvion, which was not a party to the lease agreement, does have standing to enforce the arbitration provision, the communications between Gonzalez, Honda, and the dealership “prove that Resolvion’s tortious conduct [fell] well outside the scope of the arbitration 6 provision.” Gonzalez also asserted that Resolvion’s characterization of what occurred as a “repossession” was misleading. The trial court conducted a hearing on Resolvion’s motion to stay and compel arbitration. Following arguments of the parties’ counsels, the trial court granted Resolvion’s motion to stay and compel arbitration. In doing so, the trial court determined that the first circumstance in which a non-signatory can use equitable estoppel to enforce an arbitration provision—when the signatory’s claims allege substantially interdependent and concerted misconduct by another signatory and the non-signatory—was not applicable. The trial court, however, determined the second circumstance—when the claims relate directly to the contract and the signatory relies on the contract to assert its claims against the non-signatory—was applicable. In ruling that the second circumstance was applicable, the trial court stated: The plaintiff asserts that this dispute is based in tort and is not based upon the lease, which had expired, and that the lien was no longer in effect, and as a result, this action is not dependent upon the lease. The defendant, on the other hand, makes the argument that this dispute is dependent upon the lease. It would not have arisen, but for the existence of the lease in the first place. The Court here agrees with the defense. While the plaintiff may assert that this case is not dependent upon the lease and that it expired, this dispute is premised -- this dispute would not have reached this stage but for the existence of the lease in the first place. The Court looks at the provisions of the lease, and the 7 provision that the Court is relying upon has been referred to by both sides. Where it says “By signing the arbitration agreement, you elect to have disputes resolved by arbitration. You, Honda, or any involved third party may pursue a claim. Claim means any dispute between you, Honda, or any involved third party relating to your account,” the Court finds that language to be convincing. In addition, the agreement states “This provision survives termination of this lease,” et cetera. Given the explicit terms of the lease and the Court’s findings regarding the fact that this case is in fact premised upon the lease, despite the fact that the plaintiff has brought tort actions, the Court is going to grant the motion to stay the case and send this case to arbitration. The trial court entered an order granting Resolvion’s motion to stay and compel arbitration “for the reasons stated in the record.” Gonzalez timely appealed. ANALYSIS Florida courts consider three elements when ruling on a motion to compel arbitration of a given dispute: “(1) whether a valid written agreement to arbitrate exists; (2) whether an arbitrable issue exists; and (3) whether the right to arbitration was waived.” Seifert v. U.S. Home Corp., 750 So. 2d 633, 636 (Fla. 1999). In Florida, the general rule is that “a non-signatory to a contract containing an arbitration agreement cannot compel a signatory to submit to arbitration.” Rolls-Royce PLC v. Royal Caribbean Cruises Ltd., 960 So. 2d 8 768, 770 (Fla. 3d DCA 2007); see also Fla. Roads Trucking, LLC v. Zion Jacksonville, LLC, 384 So. 3d 817, 819 (Fla. 5th DCA 2024) (“The normal rule, of course, is that ‘a party cannot compel arbitration under an arbitration agreement to which it was not a party.’” (quoting Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So. 3d 765, 767 (Fla. 1st DCA 2018))). Florida courts, however, “have recognized that principles of equitable estoppel sometimes allow a non-signatory to compel arbitration against someone who had signed an arbitration agreement.” Beck Auto Sales, 249 So. 3d at 767. “The doctrine of equitable estoppel ‘precludes a party from asserting rights he otherwise would have had against another when his own conduct renders assertion of those rights contrary to equity.’” Marcus v. Fla. Bagels, LLC, 112 So. 3d 631, 634 (Fla. 4th DCA 2013) (quoting R.J. Griffin & Co. v. Beach Club II Homeowners Ass’n, 384 F.3d 157, 160 (4th Cir. 2004)). In the context of arbitration, a non-signatory may use equitable estoppel to compel arbitration where “a signatory plaintiff should not be allowed to sue to essentially enforce its rights under a contract and, at the same time, evade an arbitration agreement in the contract, simply by naming as defendants parties who were not signatories to the contract.” Allscripts Healthcare Sols., Inc. v. Pain Clinic of Nw. Fla., Inc., 158 So. 3d 644, 646 (Fla. 3d DCA 2014). 9 Thus, the non-signatory can compel arbitration and the signatory will be equitably estopped from refusing to arbitrate (1) when the signatory’s claims allege “substantially interdependent and concerted misconduct by another signatory and the non-signatory,” Fla. Roads Trucking, 384 So. 3d at 819 (cleaned up); or (2) “when the claims relate directly to the contract and the signatory is relying on the contract to assert its claims against the non-signatory.” Id. Significantly, this equitable estoppel analysis focuses on the legal claims and defenses of the signatory who is being estopped, not on the legal claims and defenses of the non-signatory trying to enforce the estoppel. If either of these circumstances exist, the court must then determine whether the dispute that the non-signatory to the contract seeks to have arbitrated is included in the arbitration clause. Here, the trial court relied on the second circumstance to grant the motion to compel arbitration, namely “when the claims relate directly to the contract and the signatory is relying on the contract to assert its claims against the non-signatory.” Id.2 It reasoned that Gonzalez obtained ownership of the vehicle from Honda and therefore the lease was sufficiently 2 The trial court found the first circumstance did not apply. Resolvion did not appeal this determination. 10 implicated in Gonzalez’s claims for Gonzalez to be equitably estopped from refusing to arbitrate his claims against Resolvion. The circumstance whereby a party obtained ownership of property in litigation through a contract with an arbitration clause without more, however, “does not constitute the actual dependence on the underlying contract that equitable estoppel requires. Instead, reliance on the contract in this context requires that a party must actually depend on the underlying contract to assert its claims.” Allscripts, 158 So. 3d at 647 (internal citations and quotation marks omitted). For this reason, “the claim . . . must, at a minimum, raise some issue the resolution of which requires reference to or construction of some portion of the contract itself.” Id. (quoting Rolls-Royce, 960 So. 2d at 771). For example, “[i]f the contract places the parties in a unique relationship that creates new duties not otherwise imposed by law, then a dispute regarding a breach of a contractually-imposed duty is one that arises from the contract.” Seifert, 750 So. 2d at 639 (quoting Dusold v. Porta-John Corp., 807 P.2d 526, 531 (Ariz. Ct. App. 1990)). In Allscripts, for example, Allscripts, the defendant, marketed its healthcare software to plaintiffs—doctors who purchased software from subsidiaries of Allscripts. The contracts between the Allscripts subsidiaries and the doctors contained an arbitration provision. Allscripts, 158 So. 3d at 11 645. Allscripts was not a signatory to the agreements. Id. After the software failed to support the doctors’ compliance with federal regulations, Allscripts directly contacted the doctors to offer them a replacement upgrade that caused the doctors to incur substantial costs. Id. at 646. The doctors sued Allscripts claiming the upgrade was defective. Allscripts moved to compel arbitration based on the doctors’ agreements with the subsidiaries under which the doctors had originally obtained ownership of the software. Id. The Court explained, “[a] plaintiff’s dependence on the contract in this sense means more than that plaintiff would not own the product except for the contract: ‘A simple but-for relationship does not constitute the actual dependence on the underlying contract that equitable estoppel requires.’” Id. at 647 (quoting Bailey v. ERG Enters., L.P., 705 F.3d 1311, 1321–22 (11th Cir. 2013)). Accordingly, the Court held that Allscripts could not compel arbitration through the provisions in the master agreements, noting that while the “lawsuit would not exist but for the fact that the [d]octors purchased the software licenses[,] . . . the allegations in the Complaint reach beyond the master agreements to encompass actions that Allscripts took outside the scope of the agreements[.]” Allscripts, 158 So. 3d at 647. Gonzalez’s claims are filed against only Resolvion, not Honda. Honda is not a party. Gonzalez asserts claims of civil theft, conversion, trespass to 12 chattel, negligence, gross negligence, and unlawful removal of a vehicle under section 715.07, Florida Statutes (2021). These claims arise from general duties “otherwise imposed by law.” They do not depend on the lease agreement. Accordingly, because Gonzalez’s claims against Resolvion are not based on the provisions of the lease, Resolvion cannot avail itself of equitable estoppel to compel arbitration under the lease agreement it never signed. Seifert, 750 So. 2d at 640; Allscripts, 158 So. 3d at 647. Reversed and remanded. 13