George Moore v. Club Exploria, LLC
CourtCourt of Appeals for the Seventh Circuit
Date FiledAugust 18, 2026
Docket25-2721
JudgeBrennan
StatusPublished
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Full Opinion
In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 25-2721
GEORGE MOORE,
Plaintiff-Appellee,
v.
CLUB EXPLORIA, LLC,
Defendant-Appellant.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 1:19-cv-02504 — Edmond E. Chang, Judge.
____________________
ARGUED APRIL 15, 2026 — DECIDED AUGUST 18, 2026
____________________
Before BRENNAN, Chief Judge, and JACKSON-AKIWUMI and
MALDONADO, Circuit Judges.
BRENNAN, Chief Judge. This case presents the question of
whether a defendant in a class action waived its right to com-
pel arbitration of disputes with putative class members. The
district court found waiver, in part because before the class
was certified, the defendant acted inconsistently with a desire
to arbitrate. We decide whether this court’s waiver rules per-
mit consideration of a defendant’s pre-certification conduct.
2 No. 25-2721
After clarifying the appellate standard of review of an or-
der denying a motion to compel arbitration, we hold that
courts may consider pre-certification conduct. Because the
district court committed no clear error here, we affirm.
I. Background
Club Exploria, LLC (“Exploria”) owns and manages vaca-
tion properties throughout the United States. To promote its
Summer Bay resort in Florida, Exploria contracted with third-
party vendors to run a telemarketing campaign in 2018. These
vendors purchased “leads”—the phone numbers of those
who had agreed to receive sales calls—which had been gen-
erated through various “opt-in” websites. Using scripted,
pre-recorded calls, the Summer Bay campaign reached tens of
thousands of potential customers. George Moore received
two of these calls.
In April 2019, Moore sued Exploria, alleging that he and a
potential class received these pre-recorded calls without their
consent in violation of the Telephone Consumer Protection
Act of 1991 (“TCPA”), see 47 U.S.C. § 227.
Over the next four years, Exploria defended itself in court.
It filed pleadings with affirmative defenses, engaged in class-
related discovery, filed motions on the merits of Moore’s
claims, and opposed class certification. After the class was
certified, Exploria filed more motions, including a request to
reopen discovery and to amend its answer to add more af-
firmative defenses, which it then filed with leave of the court.
In this motion to amend, Exploria finally raised the topic
of arbitration, although it would not move to compel arbitra-
tion for at least a year. Its second amended answer sought to
“reserve the right to assert arbitration.” Three days later after
No. 25-2721 3
filing the amended answer, Exploria sought leave to file a
third amended answer to add, as an affirmative defense, pur-
ported arbitration agreements accepted by unnamed class
members through the opt-in sites.
The district court denied this request: “It seems to me,” the
district judge explained, “it’s too late … to raise arbitration.
That was clearly waived by not bringing it up before now.”1
Meanwhile, the class action went forward. Class notice was
issued. The class was later finalized and Moore then moved
for summary judgment.
Two months after briefing finished on Moore’s summary
judgment motion, Exploria moved to compel arbitration. It ar-
gued that 1,026 of the 66,682 class members had entered into
mandatory individual arbitration agreements. Previously,
though, Exploria had maintained that up to 70% of the class—
approximately 47,000 class members—is subject to similar ar-
bitration agreements.
The district court labeled the motion “out of the blue” and
ordered supplemental briefing on whether the arbitration de-
fense was waived. After reviewing the arguments, the court
ruled that Exploria had waived an arbitration defense. It also
granted summary judgment to Moore and the class and or-
dered the parties to restart settlement negotiations.
In finding waiver, the district court concluded that Explo-
ria’s conduct before and after class certification was
1 The case was then pending before the Honorable Harry D. Leinen-
weber.
4 No. 25-2721
“inconsistent[] with the right to arbitrate.” 2 (quotation omit-
ted). The court noted that before certification, Exploria had
engaged in two years of discovery and moved for summary
judgment, and after certification. Exploria had “filed a flurry
of motions” and “[d]espite all of those merits-related filings,
[it] still did not mention arbitration.” To submit this case for
decision on the merits after discovery and after certification,
the district court explained, was inconsistent with an intent to
arbitrate.
Exploria appeals under the Federal Arbitration Act, which
authorizes interlocutory appeals from orders denying mo-
tions to compel arbitration. 9 U.S.C. § 16(a)(1)(B); see Nettles v.
Midland Funding LLC, 983 F.3d 896, 899 (7th Cir. 2020).
II. Discussion
Our analysis proceeds in three parts. First, we consider the
appellate standard of review for orders denying motions to
compel arbitration. Second, we examine the district court’s
decision to consider pre-certification conduct in evaluating
implied waiver of arbitration rights. Third, we review with
deference the district court’s finding of waiver, looking only
for clear error.
A. Standard of Review
The parties differ as to what standard of review should
apply to the denial of a motion to compel arbitration. Both
parties agree that waiver presents a mixed question of law
and fact—how a legal standard applies to the court’s factual
2 In the alternative, the district court concluded that Judge Leinen-
weber had ruled that Exploria waived its right to arbitration, so the law-
of-the-case doctrine applied.
No. 25-2721 5
findings. Exploria calls for de novo review of the ultimate
waiver decision, and clear error review of only the underlying
factual findings. Moore, on the other hand, calls for clear error
review of the ultimate waiver decision and the underlying
factual findings.
1. Conflicting Standards of Review
The parties’ dispute is understandable, as this court’s law
is inconsistent. Partly to blame is that motions to compel arbi-
tration can raise more than one mixed question of law and
fact. For example, some motions are denied for lack of arbi-
trability—that is, whether two parties are bound by an arbi-
tration agreement and whether the dispute fits within the
scope of its terms. Other motions are denied on the basis of
waiver, which is a separate defense against arbitration.
One line of cases applies de novo review to orders denying
motions to compel. See, e.g., Druco Rests., Inc. v. Steak N Shake
Enters., Inc., 765 F.3d 776, 779 (7th Cir. 2014); Gore v. Alltel
Commc’ns, LLC, 666 F.3d 1027, 1033 (7th Cir. 2012); Lumber-
mens Mut. Cas. Co. v. Broadspire Mgmt. Servs., Inc., 623 F.3d 476,
480 (7th Cir. 2010); Zurich Am. Ins. Co. v. Watts Indus., Inc., 466
F.3d 577, 580 (7th Cir. 2006). 3 These decisions all involve arbi-
trability, not waiver, but the language of the standard of re-
view was broad enough to encompass any grounds for denial.
3 This line of cases stretches back even further. See, e.g., James v.
McDonald’s Corp., 417 F.3d 672, 676 (7th Cir. 2005); Fyrnetics (Hong Kong)
Ltd. v. Quantum Grp., Inc., 293 F.3d 1023, 1027 (7th Cir. 2002); Kiefer Spe-
cialty Flooring, Inc. v. Tarkett, Inc., 174 F.3d 907, 909 (7th Cir. 1999); Int’l
Union of Operating Eng’rs, Loc. No. 841 v. Murphy Co., 82 F.3d 185, 187 (7th
Cir. 1996); Matthews v. Rollins Hudig Hall Co., 72 F.3d 50, 53 (7th Cir. 1995);
Kresock v. Bankers Tr. Co., 21 F.3d 176, 177–78 (7th Cir. 1994).
6 No. 25-2721
These cases include no reasoned explanations for de novo
review. The standard appears to have been drawn from two
Supreme Court cases which held that judges, not arbitrators,
decide arbitrability. See Al-Nahhas v. 777 Partners LLC, 129
F.4th 418, 429 (7th Cir. 2025) (Easterbrook, J., concurring)
(tracing the doctrine back to John Wiley & Sons, Inc. v. Living-
ston, 376 U.S. 543, 547 (1964), and AT&T Techs., Inc. v.
Commc’ns Workers of Am., 475 U.S. 643, 649 (1986)). So,
“[t]hrough a process in the nature of a rumor chain,” the state-
ment about who decides arbitrability was transformed into a
statement about the standard of review, resulting in an “un-
reasoned proposition about de novo appellate decisions
lack[ing] provenance in a statute, rule, or common-law tradi-
tion.” Id.
Conflicting standards of review arose in cases in which
waiver was the basis for denying a motion to compel arbitra-
tion. The earlier cases adopted a deferential posture toward
the mixed question of waiver, reviewing both the facts and
the application of law to the facts for clear error. St. Mary’s
Med. Ctr. of Evansville, Inc. v. Disco Aluminum Prods. Co., 969
F.2d 585, 588–89 (7th Cir. 1992); Cabinetree of Wis., Inc. v. Kraft-
maid Cabinetry, Inc., 50 F.3d 388, 390 (7th Cir. 1995).
This approach was well reasoned and based on the case-
specific, fact-bound nature of waiver questions, as well as the
different functions and expertise of district courts and appel-
late courts. See St. Mary’s, 969 F.2d at 588. It also attempted to
align the law with how this circuit has evaluated mixed ques-
tions of law and fact more generally. Id. (“In this circuit, the
application of legal standards to undisputed facts is classified
as a fact … . We defer to the factfinder’s application just as we
No. 25-2721 7
do to his findings … . In either case the appellate standard is
clear error.” (citation modified)).
Then, in Iowa Grain Co. v. Brown, 171 F.3d 504, (7th Cir.
1999), this court tried to harmonize St. Mary’s and Cabinetree
with the line of cases reviewing de novo orders that denied
motions to compel arbitration. Id. at 508–09. Adopting the Sec-
ond Circuit’s “two-tiered” approach to mixed questions, Iowa
Grain explained that application of a legal standard is re-
viewed de novo, but the factual findings are reviewed for
clear error. Id. (citation omitted). Later cases followed suit.
Ernst & Young LLP v. Baker O’Neal Holdings, Inc., 304 F.3d 753,
756 (7th Cir. 2002) (“The factual determinations … are re-
viewed for clear error, while the legal question of whether the
conduct amounts to waiver is reviewed de novo.”); Halim v.
Great Gatsby’s Auction Gallery, Inc., 516 F.3d 557, 561–62 (7th
Cir. 2008).
The attempt in Iowa Grain at harmonization did not suc-
ceed. The two-tier approach developed in later cases is irrec-
oncilable with St. Mary’s and Cabinetree, which call for defer-
ential review even of the district court’s application of law to
facts. More recently, a panel of this court made a nuanced at-
tempt to reconcile our precedents. Brickstructures, Inc. v.
Coaster Dynamix, Inc., 952 F.3d 887, 891 (7th Cir. 2020). Alt-
hough helpful, that case did not account for the line of cases
calling for de novo review of orders denying motions to com-
pel arbitration in general. Our doctrine thus remains “in
shambles.” Al-Nahhas, 129 F.4th at 430 (Easterbrook, J., con-
curring).
8 No. 25-2721
2. Supreme Court Guidance
This case presents the question of the applicable standard
of review, and the parties have briefed the issue. So, we take
this opportunity to clarify this court’s law. The Supreme
Court set out its most recent guidance on standards of review
for ordinary civil litigation in U.S. Bank National Ass’n v. Vil-
lage at Lakeridge, LLC, 583 U.S. 387 (2018). As the Court ex-
plained, “[m]ixed questions are not all alike.” Id. at 395–96.
What standard applies when reviewing a mixed question de-
pends on “whether answering it entails primarily legal or fac-
tual work.” Id. at 396.
For a mixed question that requires courts to “expound on
the law” by “amplifying or elaborating on a broad legal stand-
ard,” such that the court develops “auxiliary legal principles
of use in other cases,” review should be de novo. Id. This is
because appellate courts have “institutional advantages” in
giving “legal guidance.” Id. (quotation omitted). But for
mixed questions that “immerse courts in case-specific factual
issues—compelling them to marshal and weigh evidence,
make credibility judgments, and otherwise address … multi-
farious, fleeting, special, narrow facts that utterly resist gen-
eralization,” the district court’s decision should be reviewed
with “deference.” Id. (citation modified); see also Bufkin v. Col-
lins, 604 U.S. 369, 381–83 (2025) (applying Lakeridge).
Following Lakeridge, courts of appeals reviewing orders
denying motions to compel arbitration must consider
whether the specific issue involves legal principles that will
impact future cases or case-specific factual considerations. If
the former, de novo review applies. If the latter, clear error
review applies. This is true regardless of whether
No. 25-2721 9
arbitrability, waiver, or any other issue is the grounds for the
order denying a motion to compel arbitration.
In this way, St. Mary’s and Cabinetree do not conflict with
Lakeridge. These two cases called for deference in resolving
mixed questions of law and fact unless they “establish and ar-
ticulate [new] legal rules,” which is the “appellate court’s pri-
mary function.” St. Mary’s, 969 F.2d at 588. If anything, St.
Mary’s presaged Lakeridge. Cabinetree follows St. Mary’s. 50
F.3d at 389–90. And Brickstructures ultimately applies Lak-
eridge. 952 F.3d at 891.
The other lines of cases, however, are inconsistent with
Lakeridge. Cases like Druco and those preceding it call for de
novo review of all orders denying a motion to compel arbitra-
tion. But some mixed questions of arbitrability will be fact-
bound and case specific. See, e.g., Carter v. SP Plus Corp., 172
F.4th 970, 973 (7th Cir. 2026). Similarly, Halim, 516 F.3d at 562,
and Ernst & Young, 304 F.3d at 756, call for de novo review of
the mixed question of waiver. But waiver inquiries are
“intensely fact-bound” and “immerse courts in case-specific
factual issues” of a party’s conduct; the “district judge is in a
better position to assess” these questions. Brickstructures, 952
F.3d at 891 (citations omitted). Under Lakeridge, then, so long
as the decision does not announce a new legal rule, waiver
decisions should be reviewed for clear error.
To proceed under Lakeridge, however, we must overrule
the caselaw that does not follow its guidance. The two lines of
cases that call for de novo review of orders denying a motion
to compel arbitration conflict with Lakeridge. 4 They are thus
4 Some other circuits continue de novo review of orders denying a mo-
tion to compel arbitration. They have not reevaluated their approach in
10 No. 25-2721
overruled only as to the applicable standard of review and to
the extent they are inconsistent with this opinion. 5
B. Pre-certification Conduct
With the standard of review settled, before us is the dis-
trict court’s order denying a motion to compel arbitration due
to waiver. To the extent reviewing this order requires us to
elaborate on this circuit’s waiver rules and set precedent for
future cases, our review is de novo. Otherwise, the district
court’s waiver decision is reviewed for clear error.
At oral argument, Exploria contended that Lakeridge sup-
ports de novo review of this decision, or at least an aspect of
it. The district court’s waiver decision, it argues, improperly
considered Exploria’s pre-certification conduct. This question
of what a party must do, if anything, before certification to
preserve the right to arbitrate the claims of putative class
members divides the circuits and remains an open one in our
court. Answering this question, Exploria submits, requires
light of Lakeridge, and their approach traces back to decades-old cases with
little rationale. See, e.g., Abdisalam v. Strategic Delivery Sols., LLC, 171 F.4th
30, 35 (1st Cir. 2026); Sessoms v. USHealth Advisors, LLC, 176 F.4th 795, 801
(4th Cir. 2026); Parrott v. Int’l Bancshares Corp., 167 F.4th 728, 734 (5th Cir.
2026); Schlacks v. Chheda, 174 F.4th 1061, 1066 (8th Cir. 2026); Cocom v. ABM
Aviation, Inc., 179 F.4th 1168, 1173 (9th Cir. 2026); Tejon v. Zeus Networks,
LLC, 174 F.4th 1322, 1325 (11th Cir. 2026). The same is true when the
ground for denial is waiver. See, e.g., Doyle v. UBS Fin. Servs., Inc., 144 F.4th
122, 126 (2d Cir. 2025); In re Chrysler Pacifica Fire Recall Prods. Liability Litig.,
143 F.4th 718, 722 (6th Cir. 2025); Donelson v. Ameriprise Fin. Servs., Inc., 999
F.3d 1080, 1087 (8th Cir. 2021).
5 This opinion was circulated to all judges in regular active service
under Circuit Rule 40(e). No judge voted to rehear this case en banc. Judge
John Z. Lee did not participate in the consideration of this Rule 40(e) cir-
culation.
No. 25-2721 11
“elaborating on a broad legal standard” and developing an
“auxiliary legal principle[] of use in other cases”—a task for
which courts of appeals have an institutional advantage. Lak-
eridge, 583 U.S. at 396. We agree and review this aspect of the
decision de novo.
Waiver is the “intentional relinquishment or abandon-
ment of a known right.” Morgan v. Sundance, Inc., 596 U.S. 411,
417 (2022) (quoting United States v. Olano, 507 U.S. 725, 733
(1993)). Like any contractual right, the right to arbitrate can be
waived. Smith v. GC Servs. Ltd. P’ship, 907 F.3d 495, 499 (7th
Cir. 2018) (citing St. Mary’s, 969 F.2d at 590). Waiver of a con-
tractual right can be “express or implied through action.” Al-
Nahhas, 129 F.4th at 426 (quoting Brickstructures, 952 F.3d at
891). Because Exploria did not expressly relinquish this right,
waiver can only be inferred. To infer waiver, we must deter-
mine, under the totality of the circumstances, whether a party
acted inconsistently with the right to arbitrate. Kawasaki Heavy
Indus., Ltd. v. Bombardier Recreational Prods., Inc., 660 F.3d 988,
994 (7th Cir. 2011).
A party’s “diligence,” or lack thereof, in asserting its arbi-
tration right weighs heavily in the analysis. See Al-Nahhas, 129
F.4th at 426–27 (quoting Cabinetree, 50 F.3d at 391). Courts
thus evaluate whether a party has done “all it could reasona-
bly have been expected to do to make the earliest feasible
determination of whether to proceed judicially or by arbitra-
tion[.]” Id.
Relatedly, courts consider whether the party delayed its
request for arbitration or participated in discovery and litiga-
tion. Id. at 427. Dispositive motions that “[s]ubmit[] a case to
the district court for decision” are inconsistent with the right.
See St. Mary’s, 969 F.2d at 589 (summary judgment motions
12 No. 25-2721
“preclude any arbitration … by virtue of waiver”) (quoting
Sweater Bee by Banff, Ltd. v. Manhattan Indus., Inc., 754 F.2d 457,
465 (2d Cir. 1985)). But this does not include motions to dis-
miss for lack of jurisdiction. Kawasaki, 660 F.3d at 998.
With these ground rules, we turn to class actions specifi-
cally. Exploria contends that by moving to compel arbitration
after the class was finalized, it has not waived its arbitration
rights. Before then, Exploria reasons, such a motion would be
futile—the putative class members are not yet a party, so the
district court lacks jurisdiction over them. This position finds
support from other circuits. H&T Fair Hills, Ltd. v. All. Pipeline
L.P., 76 F.4th 1093, 1100 (8th Cir. 2023) (“[A] motion to compel
arbitration prior to class certification would have been a mo-
tion to bind parties who were not yet part of the case.”);
Gutierrez v. Wells Fargo Bank, NA, 889 F.3d 1230, 1238 (11th Cir.
2018) (a motion to compel arbitration before class certification
is futile because it is “impossible in practice to compel arbitra-
tion against speculative plaintiffs and jurisdictionally impos-
sible for the District Court to rule on those motions before the
class was certified”); see also Speerly v. Gen. Motors, LLC, 143
F.4th 306, 335–36 (6th Cir. 2025) (en banc). 6
6 Speerly is related, but it was an interlocutory appeal from an order
granting class certification, rather than from an order denying a motion to
compel arbitration, as here.
In Speerly, the Sixth Circuit vacated the district court’s class certifica-
tion order based on defendant’s arbitration agreements with different sub-
sets of the putative class members. The named plaintiffs had argued that
those arbitration agreements were waived and could not serve as a basis
for vacating the class certification order. Waiver of an arbitration right as
to named plaintiffs, they continued, shows waiver of arbitration rights as
to all putative class members too. The court rejected this argument.
Speerly, 143 F.4th at 335–36 (“A party who proposes a class action may not
No. 25-2721 13
A defendant need not file premature motions to avoid im-
plicit waiver of its arbitration rights, as Exploria notes. But
Moore counters that a defendant can still act inconsistently
with its intent to arbitrate before moving to compel arbitra-
tion. For this he cites law from a different set of circuits. See
Valli v. Avis Budget Grp. Inc., 162 F.4th 396, 406–07 (3d Cir.
2025); Hill v. Xerox Bus. Servs., LLC, 59 F.4th 457, 479 (9th Cir.
2023); In re Cox Enters., Inc. Set-top Cable Television Box Anti-
trust Litig., 790 F.3d 1112, 1120 (10th Cir. 2015).
Moore is correct that a defendant’s pleadings, conduct
during class-related discovery, and arguments in opposition
to class certification are relevant to the waiver decision. Arbi-
tration agreements with putative class members should be
produced during class-related discovery and in opposition to
class certification. The number and variety of such agree-
ments impact the district court’s Rule 23 analysis. See Speerly,
143 F.4th at 335–36; see also Valli, 162 F.4th at 412. By not
raising arbitration at that stage—especially if the agreements
preclude joinder of claims or class actions—the defendant im-
plies it intends to litigate class claims in court. See Valli, 162
F.4th at 412; see also In re Checking Acct. Overdraft Litig., 780
F.3d 1031, 1039 n.10 (11th Cir. 2015) (whether a defendant
waived arbitration with unnamed plaintiffs “is properly liti-
gated via a motion to certify a class”).
Moreover, if a diligent defendant intends to compel arbi-
tration after class certification, it cannot do so promptly if
those agreements have not been produced. Asking to reopen
tie the hands of absent class members until the court certifies and appoints
them the class representative,” so “waiver” as to “named plaintiffs’ claims
… does not speak for the unnamed class members.”).
14 No. 25-2721
discovery shows a lack of diligence. It is also inefficient and
costly to the parties and the court, which undercuts the ra-
tionale for arbitration in the first place. See Brickstructures, 952
F.3d at 892 (citing Cabinetree, 50 F.3d at 391 (“Selection of a
forum in which to resolve a legal dispute should be made at
the earliest possible opportunity in order to economize on the
resources, both public and private, consumed in dispute res-
olution.”)). Therefore, we hold that a party’s pre-certification
conduct may support an inference that it waived its right to
compel arbitration of putative class members’ claims.
Even the cases Exploria cites support this holding. Each
acknowledges the defendants’ pre-certification conduct in de-
termining whether waiver as to unnamed class members oc-
curred. H&T Fair Hills, 76 F.4th at 1098, 1100 (no waiver when
defendant opposed class certification based on arbitration
agreements with putative class members and moved to com-
pel arbitration “quickly after the class was certified”);
Gutierrez, 889 F.3d at 1238 (no waiver when defendant raised
arbitration as to putative class members in its answer and op-
position to class certification, and moved to compel arbitra-
tion immediately after “class certification”); Speerly, 143 F.4th
at 335 (no waiver when defendant raised arbitration as affirm-
ative defense, produced arbitration agreements with un-
named class members during class-related discovery, and op-
posed class certification based on arbitration agreements with
putative class members).
In sum, Exploria’s pre-certification conduct is relevant to
evaluating whether it waived its right to compel arbitration
of putative class claims.
No. 25-2721 15
C. Waiver Analysis
With this legal principle settled, the district court’s waiver
decision is reviewed for clear error.
Exploria’s conduct at each stage of litigation was incon-
sistent with an intent to arbitrate. Among its pleadings, Ex-
ploria filed an answer with affirmative defenses focused on
the consent of the “putative class members,” without men-
tioning arbitration. Consent is a defense to the merits of the
TCPA claim, so its invocation supports the inference that Ex-
ploria intended to defend class claims on their merits. See 47
U.S.C. § 227(b)(1).
The parties then engaged in two years of class-related dis-
covery. Though Exploria had reviewed the opt-in sites con-
taining the purported arbitration agreements, it developed
evidence of consent but not of arbitrability.
Unsurprisingly, then, in Exploria’s brief in opposition to
class certification, it advanced the consent argument with no
mention of arbitration. Yet, Exploria expects as much as 70%
of the putative class to be subject to such agreements. If Ex-
ploria intended to move to compel arbitration, it should have
raised the issue of arbitrability in opposing class certification
under Federal Rule of Civil Procedure 23.
Exploria’s post-certification conduct adds support to the
inference of waiver. Exploria amended its answer to add af-
firmative defenses, but it did not raise arbitration as a defense
to class claims. Exploria also asked the district court to amend
its order denying summary judgment and certifying the class,
contending it had prematurely ruled on Exploria’s consent
defense. But it requested that adjudication on the merits occur
at trial, without mention of arbitration. Still more, Exploria
16 No. 25-2721
attempted to reopen discovery to “conduct merits discovery
and obtain testimony from class members ahead of its in-
tended trial showing.” Each motion suggests Exploria’s intent
to defend against the merits of class claims in court, thus sup-
porting the inference of waiver.
Exploria finally raised arbitration soon after its series of
post-certification motions. It moved for leave to file a third
amended answer to assert arbitration as a defense against un-
named class members. To show good cause for its delay, Ex-
ploria explained it had “recently retained new counsel who
has evaluated the forms submitted by individuals contacted
by [third-party vendors] and determined arbitration agree-
ments were likely accepted.” But given the agency relation-
ship between counsel and client, a change in counsel late in
the game cannot excuse prior counsel’s lack of diligence. Oth-
erwise, parties could revive their rights simply by hiring a
new lawyer. Even at this juncture, Exploria had not identified
specific arbitration agreements with any subset of class mem-
bers.
Four and a half years was too long for Exploria to wait to
raise the topic of arbitration. This lack of diligence falls short
of doing “all it could reasonably have been expected to do to
make the earliest feasible determination of whether to pro-
ceed judicially or by arbitration[.]” Al-Nahhas, 129 F.4th at
426–27 (quoting Cabinetree, 50 F.3d at 391). The district court,
therefore, did not clearly err in denying Exploria’s motion to
compel arbitration because of waiver.
In response, Exploria observes that a motion to dismiss for
lack of jurisdiction cannot be the basis to infer waiver. Addi-
tionally, it contends it would have taken the same steps if
Moore had sued alone. For example, Exploria’s summary
No. 25-2721 17
judgment motion focused on only Moore’s claims, not those
of the class members. Similarly, Exploria would have filed an
answer and participated in discovery even if Moore was the
sole plaintiff. To Exploria, this conduct cannot be inconsistent
with an intent to arbitrate as to the unnamed class members.
Exploria’s observation about its dispositive motions is
correct. But its pleadings, class-related discovery, briefing in
opposition to class certification, and other post-certification
motions all raised defenses and developed evidence on the
merits of all putative class members’ claims, including those
with whom it would later seek arbitration.
Two weaker legal arguments—one as to the burden of per-
suasion and the other about the role of diligence in our waiver
doctrine—do not help Exploria. In the first, Exploria posits
that the Federal Arbitration Act has a strong “policy favoring
arbitration,” so Moore had a “heavy burden” of proving
waiver, which should not be “lightly inferred.” But the Su-
preme Court expressly rejected this view in Morgan v. Sun-
dance, Inc.: The Federal Arbitration Act does not have a policy
favoring arbitration over litigation. 596 U.S. at 413–14. It
merely makes “arbitration agreements as enforceable as other
contracts, but not more so.” Id. at 418 (quoting Prima Paint
Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 404 n.12 (1967)).
In the second argument, Exploria believes the district
court improperly applied the analysis for forfeiture rather
than for waiver. To Exploria, considering “diligence,” or ask-
ing whether Exploria did “all it could reasonably have been
expected to do to make the earliest feasible determination of
whether to proceed judicially or by arbitration,” is incon-
sistent with Moore’s “heavy burden” to show waiver. Al-
Nahhas, 129 F.4th at 426–27 (quoting Cabinetree, 50 F.3d at 391).
18 No. 25-2721
This court has already rejected the “heavy burden” argu-
ment. Under our caselaw, “diligence” is the preeminent factor
for evaluating waiver in the civil context. See Smith, 907 F.3d
at 499. And, contrary to Exploria’s insistence, Morgan did not
foreclose consideration of diligence, and nothing in it calls for
overruling our doctrine. Aside from holding that prejudice
cannot be a requirement, the Supreme Court left it to the
courts of appeals to adopt their own waiver rules. Morgan, 596
U.S. at 416–17.
III. Conclusion
This opinion follows the guidance of Lakeridge to clarify
the appellate standard of review for orders denying motions
to compel arbitration. Aspects of a district court’s decision
that, if affirmed, will have precedential impact for future
cases are reviewed de novo. The ultimate waiver decision is
reviewed for clear error.
A fresh look at the district court’s decision shows that
when evaluating whether the defendant waived a right to
compel arbitration, the court correctly considered the defend-
ant’s pre-certification conduct. And reviewing that waiver de-
cision with deference reveals no clear error.
AFFIRMED