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
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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.”
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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
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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.
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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
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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
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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
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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).
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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.
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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
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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
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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.
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