UBS Financial Services, Inc. v. Saunders

DISTRICT COURT OF APPEAL OF FLORIDA
SECOND DISTRICT
UBS FINANCIAL SERVICES, INC.,
Appellant,
v.
CATHERINE MEO SAUNDERS; JOSEPH A. MEO, individually
and as co-trustee of the Robert and Agnes Meo Trust fbo
Catherine Saunders; and RICHARD SCHUTT,
Appellees.
No. 2D2024-2958
Click or tap to enter a date.
Appeal pursuant to Fla. R. App. P. 9.130 from the Circuit Court for
Manatee County; Diana L. Moreland, Judge.
Peter S. Fruin of Maynard Nexsen, PC, Birmingham, Alabama, for
Appellant.
Mark J. Albrechta, Tampa, for Appellee Catherine Meo Saunders.
No appearance for remaining Appellees.
KHOUZAM, Judge.
In this nonfinal appeal, Defendant UBS Financial Services, Inc.,
timely challenges an order denying its motion to compel arbitration of
claims brought by Plaintiff Catherine Meo Saunders. Because her
lawsuit seeks a benefit under the subject contract, the trial court should

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have compelled arbitration. We therefore reverse and remand for
arbitration.
BACKGROUND
The following facts, taken from the complaint and the subject
agreement, are undisputed.
In 2001, Mrs. Meo Saunders' brother Joseph A. Meo opened a
Resource Management Account (the Trust Account) with UBS's
predecessor on behalf of the Robert & Agnes Meo Trust FBO Catherine
Meo Saunders (the Trust). Mr. Meo signed the account application on
behalf of the Trust as "Joseph A. Meo, Trustee." In doing so, he agreed
"on behalf of the account holder . . . to all of the terms and conditions in
the Master Account Agreement."
In turn, the Master Account Agreement defines the "Client" as the
"trust" designated as the "Account Holder." Under the agreement, UBS is
to provide various resource management services to the Client, including
sending "monthly or quarterly account statements." The agreement
permits the Client to take various actions upon the Trust Account
including the ability to "write checks or authorize drafts against" it.
Among other terms, the agreement also requires arbitration of "any
and all controversies which may arise between [UBS] and Client
concerning any account, transaction, dispute or the construction,
performance or breach of this Agreement."
In 2024, Mrs. Meo Saunders filed a complaint against Mr. Meo,
both individually and as co-trustee of the Trust, and against UBS. The
complaint expressly alleges that Mrs. Meo Saunders is both a beneficiary
and co-trustee of both the Trust and the Trust Account.
As against UBS, the complaint alleges that as a co-trustee of the
Trust, Mrs. Meo Saunders has the same authority over the Trust Account

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as her brother Mr. Meo. It alleges that UBS "[f]ail[ed] and/or refus[ed] to
recognize Plaintiff's position and authority as co-trustee of the Trust." It
alleges that, contrary to Mrs. Meo Saunders' authority as co-trustee, UBS
took several wrongful actions, including: (1) placing a freeze on the Trust
Account, (2) refusing to honor a check drawn on the Trust Account, (3)
failing to send her statements of the Trust Account, and (4) refusing to
communicate necessary information about the Trust Account to her.
UBS moved to compel arbitration, attaching copies of the account
application and the Master Account Agreement. Acknowledging that
Mrs. Meo Saunders did not sign the agreement herself, UBS argued that
because she claimed benefits of the Master Account Agreement with her
lawsuit, she was estopped from avoiding the arbitration provision
therein.
Mrs. Meo Saunders responded, contending that she is not bound
by the arbitration clause primarily on the basis that she "was not a party
to the UBS account agreement and was not a signatory to the
agreement." She also asserted that she "does not derive a direct benefit
from the agreement" and that she "is not the client named in the
agreement."
Following a hearing, the trial court entered an order denying the
motion to compel. The court specifically found "that there are no
documents that evidence Plaintiff's interest in the relevant contract, and
that there are no documents to support [UBS]'s claims."
This nonfinal appeal followed.
ANALYSIS
On appeal, UBS contends that the trial court reversibly erred in
declining to compel arbitration. Specifically, it asserts that even though
Mr. Meo was the one who opened the Trust Account and signed on behalf

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of the Trust, Mrs. Meo Saunders should likewise be bound by the terms
of the arbitration clause in the Master Account Agreement because her
claim expressly seeks the benefits of that agreement. We agree.
"The standard of review we use when examining a trial court's
construction of an arbitration agreement as well as its application of the
law to the facts is de novo." Venn Therapeutics, LLC v. CAC Pharma Invs.,
LLC, 382 So. 3d 6, 11 (Fla. 2d DCA 2024) (citing Addit, LLC v.
Hengesbach, 341 So. 3d 362, 366 (Fla. 2d DCA 2022)). In so reviewing,
we take all well-pleaded allegations in the complaint as true. See
Jackson v. Shakespeare Found., Inc., 108 So. 3d 587, 593 (Fla. 2013).
Our supreme court has explained:
Generally, the three fundamental elements that must be
considered when determining whether a dispute is required to
proceed to arbitration are: (1) whether a valid written
agreement to arbitrate exists; (2) whether an arbitrable issue
exists; and (3) whether the right to arbitration was waived.
See Seifert v. U.S. Home Corp., 750 So. 2d 633, 636 (Fla.
1999). Arbitration provisions are contractual in nature and
remain a matter of contractual interpretation. See id. The
intent of the parties to a contract, as manifested in the plain
language of the arbitration provision and contract itself,
determines whether a dispute is subject to arbitration. See
id. Courts generally favor such provisions, and will try to
resolve an ambiguity in an arbitration provision in favor of
arbitration. See id.; see also Qubty v. Nagda, 817 So. 2d 952,
956 (Fla. 5th DCA 2002).
Id.
This case revolves around the first element, namely, whether a
valid written agreement to arbitrate the subject claims exists, where Mrs.
Meo Saunders did not sign the agreement with the arbitration clause.
In that regard, this court has recently explained: "Because
arbitration is a matter of contract, a party cannot be required to submit
to arbitration any dispute which he has not agreed so to submit."

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Integrated Health Servs. at Cent. Fla., Inc. v. Est. of DeSantis, 407 So. 3d
547, 551 (Fla. 2d DCA 2025) (quoting Pezeshkan v. Manhattan Constr.
Fla., Inc., 313 So. 3d 948, 951 (Fla. 2d DCA 2021)). Thus, "[a]s a general
rule, only the actual parties to the arbitration agreement can be
compelled to arbitrate." Stalley v. Transitional Hosps. Corp. of Tampa,
Inc., 44 So. 3d 627, 629 (Fla. 2d DCA 2010).
But the general rule has exceptions. In particular, "a non-signatory
may be bound to arbitrate under certain circumstances: (1) incorporation
by reference; (2) assumption; (3) agency; (4) veil piercing/alter ego; and
(5) estoppel." Allied Pros. Ins. v. Fitzpatrick, 169 So. 3d 138, 142 (Fla. 4th
DCA 2015) (citing Johnson v. Pires, 968 So. 2d 700, 701 (Fla. 4th DCA
2007)). This case involves the fifth circumstance: estoppel.
"In the arbitration context, equitable estoppel provides that '[a]
party [to a lawsuit] may not rely on a contract to establish his claims
while avoiding his obligation under the contract to arbitrate such
claims.' " Paquin v. Campbell, 378 So. 3d 686, 690 (Fla. 5th DCA 2024)
(alterations in original) (quoting BDO Seidman, LLP v. Bee, 970 So. 2d
869, 875 (Fla. 4th DCA 2007)).
In Fitzpatrick, the Fourth District reversed an order denying a
motion to compel arbitration even though those resisting arbitration were
not parties to, and did not sign, the insurance policy containing the
arbitration clause. 169 So. 3d at 142. There, the court held:
We conclude that estoppel applies here to bind the
plaintiffs to arbitration. More specifically, the plaintiffs
cannot claim they are entitled to the benefit of the policy's
coverage provision while simultaneously attempting to avoid
the burden of the policy's arbitration provision. See Bahamas
Sales Assoc., LLC v. Byers, 701 F.3d 1335, 2012 WL 6012972
(11th Cir. Dec. 4, 2012) ("In essence, equitable estoppel
precludes a party from claiming the benefits of some of the
provisions of a contract while simultaneously attempting to

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avoid the burdens that some other provisions of the contract
impose."); Stalley, 44 So. 3d at 632 ("It is true that an
individual who makes use of a contract as long as it works to
his or her advantage is estopped from avoiding the contract's
provisions concerning the forum in which any dispute should
be resolved."); Int'l Paper Co. v. Schwabedissen Maschinen &
Anlagen GMBH, 206 F.3d 411, 418 (4th Cir. 2000) ("In the
arbitration context, . . . a party may be estopped from
asserting that the lack of his signature on a written contract
precludes enforcement of the contract's arbitration clause
when [the party] has consistently maintained that other
provisions of the same contract should be enforced to benefit
[the party].").
Id. (alterations in original) (emphasis added).
The same rationale applies here. Mrs. Meo Saunders' lawsuit
expressly asserts that she is a co-trustee of the Trust that is the Client as
defined in the Master Account Agreement with UBS. The Trust Account
is expressly governed by the Master Account Agreement.
By her lawsuit, Mrs. Meo Saunders seeks authority over the Trust
Account equal to that of Mr. Meo, the signatory. She claims entitlement
to direct account services that UBS is obligated to provide only by virtue
of the Master Account Agreement, which places such authority squarely
in the hands of the Client. In this context, by expressly claiming the
benefits of the Master Account Agreement in her lawsuit, Mrs. Meo
Saunders should be estopped from disclaiming its arbitration provision.1
1 Paquin draws a distinction between direct and indirect benefits,
saying only the former can result in estoppel. 378 So. 3d at 690-91.
UBS contends that decision is incorrect because no other Florida case
recognizes such a distinction; Mrs. Meo Saunders responds that the law
is "consistent[]" in upholding it, although she cites no other Florida cases
to that effect. Ultimately, we need not resolve this question because the
benefits claimed here are unquestionably "direct," as they "are benefits
'flowing directly from the agreement.' " Id. at 691 (quoting Taylor Grp.,
Inc. v. Indus. Distribs. Int'l Co., 859 F. App'x 439, 447 (11th Cir. 2021)).

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Because Mrs. Meo Saunders by her lawsuit seeks benefits under
the subject contract, the trial court should have estopped her from
disclaiming its arbitration provision and should have compelled
arbitration. Accordingly, we reverse and remand for arbitration.
Reversed and remanded.
NORTHCUTT and MORRIS, JJ., Concur.
__________________________
Opinion subject to revision prior to official publication.