Key Points

  • The Third District Court of Appeal reversed a nonfinal order compelling arbitration of a car owner's tort claims against a repossession company that did not sign his Honda lease.
  • The court held that the equitable-estoppel inquiry focuses on the claims and defenses of the signatory being estopped, not on those of the non-signatory seeking to enforce the estoppel.
  • Following Allscripts, the court held that obtaining property through a contract with an arbitration clause, without more, does not show the actual dependence on the contract that equitable estoppel requires.
  • The owner's claims for civil theft, conversion, trespass to chattel, negligence, gross negligence and unlawful removal under section 715.07 arise from duties imposed by law and do not depend on the lease.
  • The case was reversed and remanded, and the opinion is not final until disposition of any timely rehearing motion.

A repossession company that towed a Honda Civic from its owner's home cannot force his lawsuit into arbitration under the lease he once signed with Honda's finance arm, a Florida appeals court ruled Oct. 7. The ruling reversed a Miami-Dade judge who had sent the dispute to an arbitrator.

A three-judge panel of the Third District Court of Appeal held that Juan Gonzalez's claims against Resolvion LLC for civil theft, conversion and related torts rest on duties imposed by law, not on the lease. Judge Logue wrote for the panel, which also included Judges Lindsey and Gooden. The court concluded that "the trial court erred in finding that Gonzalez was equitably estopped from refusing to arbitrate his claims against Resolvion."

The decision applies the court's 2014 ruling in Allscripts Healthcare Solutions Inc. v. Pain Clinic of Northwest Florida Inc. to a repossession dispute. Under that precedent, a company that did not sign a contract cannot compel arbitration under the contract's arbitration clause merely because the plaintiff acquired the property at issue through that contract. The plaintiff's claims must actually depend on the contract's terms.

According to the complaint, Resolvion seized Gonzalez's 2018 Civic from the front of his residence on Feb. 1, 2022, without his consent. Gonzalez alleged that he was the car's title holder and registered owner that day, and that Resolvion was not acting for anyone with a lien or a lawful right to repossess it. He asked repeatedly for the car back, and Resolvion refused, the complaint alleged. He sued for civil theft, conversion, trespass to chattel, negligence, gross negligence and unlawful removal of a vehicle under section 715.07 of the Florida Statutes.

Resolvion moved to stay the case and compel arbitration under the 36-month lease Gonzalez signed with American Honda Finance Corp. on Sept. 25, 2018. The lease's arbitration clause covered "any dispute between YOU, HONDA, or any involved third party relating to your account, this Lease, or our relationship." The clause defined Honda to include its agents and said it "survives termination of this Lease or relationship."

Wendy Radmall, a Resolvion vice president, stated in an affidavit that the company had an agreement with Honda to provide repossession services. She said Honda contacted Resolvion in late 2021 or early 2022 to repossess the car because Gonzalez had violated the lease, and that Resolvion "was acting with the sole purpose of assisting Honda in enforcing its rights under the lease agreement."

Resolvion conceded the general rule that a party that did not sign an arbitration agreement cannot compel a signatory to arbitrate. It relied instead on equitable estoppel, a doctrine that bars a party from asserting rights when that party's own conduct would make asserting them unfair. Resolvion argued that the complaint was "crafted in a way to avoid implicating the arbitration provision" but that its references to the car and the repossession "nevertheless invokes the lease agreement that he signed with Honda." Resolvion also argued that it was acting as Honda's agent.

Gonzalez responded with his own affidavit. He said he had satisfied his obligations to Honda and that the lease ended when he bought the car on Jan. 14, 2022. He financed part of the purchase through Capital One Auto Finance, which placed a lien on the car the next day, and Honda removed its lien, he said. After the seizure, according to Gonzalez, Honda entities told him he was the sole lawful owner and that Resolvion was not enforcing Honda's rights. He said Resolvion kept the car for weeks after he showed the company that evidence.

Circuit Judge Daryl E. Trawick granted the motion. He rejected one recognized basis for estoppel, which applies when the claims allege coordinated misconduct by a signatory and the non-signatory. He found that the second basis applied, under which the claims relate directly to the contract and the plaintiff relies on it. The judge said from the bench that "this dispute would not have reached this stage but for the existence of the lease in the first place," and he cited the clause's survival language.

The appeals court disagreed. Judge Logue wrote that the inquiry looks at the person resisting arbitration. "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," he wrote.

The panel then turned to Allscripts. Acquiring property through a contract with an arbitration clause, without more, "does not constitute the actual dependence on the underlying contract that equitable estoppel requires," the court wrote, quoting that decision. A claim must "raise some issue the resolution of which requires reference to or construction of some portion of the contract itself," the opinion said.

In Allscripts, doctors who bought software from the company's subsidiaries under contracts with arbitration clauses sued Allscripts over an upgrade it sold them directly. The court held that Allscripts could not compel arbitration because the doctors' allegations reached actions it took outside those contracts.

The panel found that the same result followed for Gonzalez. It noted that he sued only Resolvion and that Honda is not a party. "These claims arise from general duties 'otherwise imposed by law.' They do not depend on the lease agreement," Judge Logue wrote. "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."

Because the panel found that estoppel did not apply, the opinion did not decide whether Gonzalez's claims fall within the scope of the arbitration clause. The opinion also did not separately address Resolvion's argument that it was Honda's agent.

Gonzalez was represented by Gustavo Martinez of the Law Office of Gustavo Martinez. Resolvion was represented by Zachary S. Knoblock of Winget, Spadafora & Schwartzberg LLP.

The court reversed the order compelling arbitration and remanded the case to the Miami-Dade circuit court. The opinion is not final until the court disposes of any timely motion for rehearing.