A non-construction case touches upon important considerations regarding arbitration and agency principles. Agency principles matter and while this case deals with agency principles relative to arbitration, the principles can be extrapolated to a variety of scenarios.
Here are the key facts in the case. A mother obtained tickets to a football game and brought her daughter. Her daughter was injured at the game and her daughter filed a lawsuit against the stadium/team. The stadium/team moved to compel arbitration based on the ticket terms which included an arbitration provision. The trial court did not compel arbitration finding that the daughter, which did not obtain the tickets or sign-off on the terms, was not bound by the arbitration provision. The appellate court reversed.
The question was whether the injured daughter should be bound to the arbitration provision her mother agreed to. Stated differently, could the non-signatory daughter be bound by the arbitration provision. Here, the answer was yes:
A non-signatory may be bound to an arbitration agreement through agency principles. “The existence of an agency relationship may be established expressly, or by estoppel, apparent authority, or ratification.”
Actual agency requires “(1) acknowledgment by the principal that the agent will act for him, (2) the agent’s acceptance of the undertaking, and (3) control by the principal over the actions of the agent.” Apparent agency, also known as implied agency, requires “(1) a representation by the principal that the actor is his or her agent, (2) reliance on that representation by a third party, and (3) a change in position by the third party in reliance on that representation.”
Turning to the case at hand, we agree that appellee’s [the daughter] mother may not have acted with appellee’s authorization or control when she initially obtained the tickets. Nonetheless, she did act as appellee’s agent once appellee allowed her to present the ticket on her behalf to enter the stadium and attend the game. See Kumar Corp. v. Nopal Lines, Ltd., 462 So. 2d 1178, 1185 (Fla. 3d DCA 1985) (“It is a fundamental proposition of the law of agency that a principal may subsequently ratify its agent’s act, even if originally unauthorized, and such ratification relates back and supplies the original authority.”); ABC Salvage, Inc. v. Bank of Am., N.A., 305 So. 3d 725, 729 (Fla. 3d DCA 2020) (“[R]atification of an agreement occurs where a person expressly or impliedly adopts an act or contract entered into in his or her behalf by another without authority.”) (quoting Deutsche Credit Corp. v. Peninger, 603 So. 2d 57, 58 (Fla. 5th DCA 1992)).
Miami Dolphins. Ltd v. Engwiller, 50 Fla. L. Weekly D827a (Fla. 3d DCA 2025) (internal citations omitted).
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