Denise Campbell v. James Muller

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NOT FOR PUBLICATION

In the United States Court of Appeals For the Eleventh Circuit ____________________ No. 25-13445 Non-Argument Calendar ____________________ DENNIS CAMPBELL, Plaintiff-Appellee, versus AIVA GLOBAL, INC. a Florida profit corporation, Defendant, JAMES MULLER, an individual, MARIA SHELTON, an individual, Defendants-Appellants. ____________________ Appeal from the United States District Court for the Middle District of Florida D.C. Docket No. 8:24-cv-02862-MSS-NHA ____________________ USCA11 Case: 25-13445 Document: 26-1 Date Filed: 09/11/2026 Page: 2 of 9

2 Opinion of the Court 25-13445 Before JILL PRYOR, BRANCH, and LUCK, Circuit Judges.

PER CURIAM: AIVA Global, Inc.’s president, James Muller, and CEO, Ma- ria Shelton, appeal the district court’s order denying their motion to compel arbitration. AIVA, Muller, and Shelton were sued by AIVA’s former vice president, Dennis Campbell. The three defend- ants moved to compel arbitration of Campbell’s claims based on the arbitration clause in his employment contract with AIVA. The district court granted the motion as to AIVA, but denied it as to Muller and Shelton because Campbell’s claims against them fell outside the scope of the clause. On appeal, Muller and Shelton ar- gue that they should have been allowed to compel arbitration any- way by invoking equitable estoppel. After careful review, we af- firm.

FACTUAL BACKGROUND AND PROCEDURAL HISTORY Campbell’s suit stemmed from his former employment with AIVA. As Campbell tells it, he founded AIVA along with Muller and Shelton in November 2023. The next day, the company hired Campbell, Muller, and Shelton in executive roles, and also assigned Muller and Shelton to the board of directors. As the company took shape, in February 2024, Campbell signed a three-year employ- ment contract, which entitled him to $20,000 per month in de- ferred salary.

In August 2024, Campbell was fired without cause. He brought this suit in December 2024. The eight-count complaint brought claims for violating the Fair Labor Standards Act, breach USCA11 Case: 25-13445 Document: 26-1 Date Filed: 09/11/2026 Page: 3 of 9

25-13445 Opinion of the Court 3 of contract, tortious interference, and breach of fiduciary duty.

The defendants moved to compel arbitration on all eight counts.

Of note, Campbell’s employment contract had a clause that pro- vided: “Any controversy between [e]mployer and [e]mployee in- volving the construction or application of any of the terms, provi- sions, or conditions of this agreement shall on the written request of either party served on the other be submitted to arbitration in Pinellas County, Florida.” The contract defined “[e]mployer” as “AIVA G[lobal], Inc.” and defined “[e]mployee” as “Dennis Camp- bell.” AIVA, Muller, and Shelton moved to compel arbitration, with Muller and Shelton arguing that, while the two of them were not signatories to the contract, equitable estoppel allowed them to invoke the arbitration clause.

The district court granted the motion as to AIVA but denied it as to Muller and Shelton. Because AIVA and Campbell had en- tered into a valid agreement to arbitrate, the district court ex- plained, AIVA could compel arbitration of the claims against it. But Muller and Shelton couldn’t. By its terms, the arbitration clause was limited to “controversies” between Campbell and AIVA. The clause simply didn’t bear on controversies between Campbell and anyone else. Campbell’s claims against Muller and Shelton there- fore could not be forced into arbitration.

Muller and Shelton appeal, raising the limited issue of whether the district court erred when it determined that Campbell was not required to submit his claims against them individually to arbitration.

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4 Opinion of the Court 25-13445 STANDARD OF REVIEW “We review de novo both the district court’s denial of a mo- tion to compel arbitration, and the district court’s interpretation of an arbitration clause.” Jones v. Waffle House, Inc., 866 F.3d 1257, 1263 (11th Cir. 2017) (citation modified).

DISCUSSION The only issue on appeal is whether the district court erred in declining to compel Campbell to submit his claims against Mul- ler and Shelton individually to arbitration. As an initial matter, while the law of arbitrability is generally federal, the doctrine Mul- ler and Shelton seek to invoke, equitable estoppel, is a matter of state law.

When parties agree to resolve their disputes by arbitration, a party “aggrieved by” the “refusal of another to arbitrate” may pe- tition a federal district court for an order compelling arbitration. 9 U.S.C. § 4. The Federal Arbitration Act “creates substantive fed- eral law regarding the enforceability of arbitration agreements, re- quiring courts ‘to place such agreements upon the same footing as other contracts.’” Arthur Andersen LLP v. Carlisle, 556 U.S. 624, 630 (2009) (quoting Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ., 489 U.S. 468, 478 (1989)). But while the federal law of arbitrability generally applies in this area, “[a]n ex- ception to that rule is that a nonparty may force arbitration ‘if the relevant state contract law allows him to enforce the agreement’ to arbitrate.” Lawson v. Life of the S. Ins. Co., 648 F.3d 1166, 1170 (11th Cir. 2011) (quoting Arthur Andersen, 556 U.S. at 632). “[S]tate law USCA11 Case: 25-13445 Document: 26-1 Date Filed: 09/11/2026 Page: 5 of 9

25-13445 Opinion of the Court 5 governs” “the question of whether a non-party can enforce an ar- bitration clause against a party.” Id. at 1170–71.

Muller and Shelton thus contend that, under Florida law’s equitable-estoppel doctrine, they can invoke the arbitration clause in Campbell’s employment contract to compel arbitration of Campbell’s claims against them individually. In Florida, “[t]he in- tent 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. Courts generally favor such pro- visions, and will try to resolve an ambiguity in an arbitration pro- vision in favor of arbitration.” Jackson v. Shakespeare Found., Inc., 108 So. 3d 587, 593 (Fla. 2013) (citation modified).

“The normal rule, of course, is that ‘a party cannot compel arbitration under an arbitration agreement to which it was not a party.’” Fla. Roads Trucking, LLC v. Zion Jacksonville, LLC, 384 So. 3d 817, 819 (Fla. Dist. Ct. App. 2024) (quoting Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So. 3d 765, 767 (Fla. Dist. Ct. App. 2018)).

However, “Florida and federal courts have recognized that a non- signatory can compel arbitration by a signatory to an arbitration agreement . . . under the doctrine of equitable estoppel.” Koechli v. BIP Int’l, Inc., 870 So. 2d 940, 944 (Fla. Dist. Ct. App. 2004) (citation modified).

Equitable estoppel prevents a plaintiff from “having it both ways.” Lavigne v. Herbalife, Ltd., 967 F.3d 1110, 1119 (11th Cir. 2020) (citation modified). A plaintiff “cannot, on the one hand, seek to hold the non-signatory liable” under an arbitration provision while, USCA11 Case: 25-13445 Document: 26-1 Date Filed: 09/11/2026 Page: 6 of 9

6 Opinion of the Court 25-13445 “on the other hand, deny[ing] arbitration’s applicability because the defendant is a non-signatory.” Id. (citation modified). A non- signatory can invoke an arbitration clause “when the signatory’s claims allege substantially interdependent and concerted miscon- duct by the signatory and the non-signatory or when the claims re- late directly to the contract and the signatory is relying on the con- tract to assert its claims against the non-signatory.” Koechli, 870 So. 2d at 944 (citation modified).

Muller and Shelton’s arguments on appeal primarily involve whether they, as non-signatories, can invoke the arbitration clause of Campbell’s employment contract. But even if they could invoke the clause, that wouldn’t be the end of the matter. Florida law pre- scribes a “two-step framework,” Kroma Makeup EU, LLC v. Boldface Licensing + Branding, Inc., 845 F.3d 1351, 1354 (11th Cir. 2017), when determining whether a non-signatory can compel arbitra- tion. Even if a non-signatory is permitted to invoke equitable es- toppel, “we still must ask whether the dispute that they seek to have arbitrated is one that the arbitration clause covers.” Fla. Roads Trucking, 384 So. 3d at 820. After all, “[e]quitable estoppel does not allow a nonsignatory to an agreement to alter and expand an arbi- tration clause that would not otherwise cover the claims asserted.”

Kroma Makeup, 845 F.3d at 1354 (describing Florida law).

Looking at the text of the arbitration clause in Campbell’s employment agreement, we agree with the district court that its scope only covered “controversies between [Campbell] and AIVA USCA11 Case: 25-13445 Document: 26-1 Date Filed: 09/11/2026 Page: 7 of 9

25-13445 Opinion of the Court 7 rather than controversies between [Campbell] and any other per- son.” The arbitration clause applied to “[a]ny controversy between [e]mployer and [e]mployee involving the construction or applica- tion of any of the terms, provisions, or conditions of this agree- ment.” Earlier in the contract, “[e]mployer” was defined as “AIVA G[lobal], Inc.” and “[e]mployee” was defined as “Dennis Camp- bell.”

Campbell’s claims against Muller and Shelton individually— regardless of the extent to which they rely on the employment con- tract—were not “controvers[ies] between [e]mployer and [e]mployee.” Only a claim between Campbell, the employee as defined by the contract, and AIVA, the employer as defined by the contract, would fit that description. That’s exactly what the district court concluded below when it explained that the arbitration clause’s “limits are clear . . . [a]s ‘a pure matter of contractual inter- pretation.’” See Beck, 249 So. 3d at 768. Muller and Shelton cannot compel arbitration on claims that the arbitration clause doesn’t cover. See Fla. Roads Trucking, 384 So. 3d at 820.

Muller and Shelton raise two arguments in response. First, they contend that Campbell had to rely on the employment con- tract’s terms in making his claims against them, and that he alleged Muller and Shelton engaged in coordinated misconduct with AIVA. At best, though, this meets the first step of Florida’s frame- work for equitable estoppel. It does not meet the second step, which asks whether the arbitration clause covers Campbell’s claims USCA11 Case: 25-13445 Document: 26-1 Date Filed: 09/11/2026 Page: 8 of 9

8 Opinion of the Court 25-13445 against Muller and Shelton. For the reasons we explained above, it doesn’t.

Second, Muller and Shelton assert that, because they were agents of AIVA, the claims against them fell within the scope of the arbitration clause that covered AIVA. Citing Kroma Makeup and Koechli, they contend that “a non-signatory defendant can invoke an arbitration clause that limits arbitration to disputes between ‘the parties,’ [where] the non-signatory defendants were officers and agents of a signatory, and they had themselves received rights and taken on obligations under the agreement.” Kroma Makeup, 845 F.3d at 1355 (citing Koechli, 870 So. 2d at 946).

But neither case helps them. As we explained in Kroma Makeup, even for officers and agents, “Florida’s doctrine of equita- ble estoppel permits a nonsignatory to an agreement to avail her- self of an arbitration clause only when the claims asserted against her fall within the scope of the clause that the signatories had agreed upon.” Id. at 1356–57. And Koechli “reject[ed] the broad construction of the agency exception urged [in that case], which would [have] permit[ed] a non-signatory agent to a signatory to in- voke arbitration simply because the agency relationship exist[ed].”

Koechli, 870 So. 2d at 944. The equitable-estoppel doctrine does not apply to a claim against an officer or agent, the Koechli court ex- plained, where “the language of the contract expressly restricts ar- bitration to the signing parties.” Id. (citing Parkway Dodge, Inc. v. Yarbrough, 779 So. 2d 1205 (Ala. 2000)).

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25-13445 Opinion of the Court 9 That’s exactly what we have here. The arbitration clause only purported to subject “[a]ny controversy between [e]mployer and [e]mployee” to arbitration. And the terms “[e]mployer” and “[e]mployee” were defined to mean only AIVA and Campbell. Not Muller and Shelton.

CONCLUSION Because the scope of the arbitration clause is limited to con- troversies between Campbell and AIVA, the district court did not err when it denied Muller and Shelton’s motion to compel arbitra- tion of the claims against them individually.

AFFIRMED.