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by Matt Veldman

In a decision published on June 10, the Eleventh Circuit affirmed a district court’s decision denying defendant YATCO’s motion to compel arbitration of claims by buyers of used yachts. Plaintiffs had alleged a conspiracy among yacht brokers, yacht brokers’ associations, and multiple listing services (MLS) databases listing used yachts for sale. YATCO, one of the MLS companies, had an arbitration agreement in its MLS software license agreed to by brokers who used its MLS. It sought to invoke arbitration against the plaintiff used yacht buyers through agency law—while plaintiffs were not signatories to the MLS agreement, their brokers were, and the brokers were acting as the plaintiffs’ agents when they used the MLS pursuant to the agreement. Alternatively, YATCO argued that arbitration should be compelled based on equitable estoppel.

The substance of the plaintiffs’ claims will be familiar to readers with knowledge of similar antitrust suits against the National Association of Realtors (NAR) and realtor groups for fixing the percentage of commissions on home sales. Here plaintiffs alleged that yacht brokers, with the help of MLS companies and broker associations in enforcing the agreements, adopted rules whereby yacht sellers would pay fixed five percent commissions to both the seller and buyer broker, for a total of ten percent of the sale price. Broker associations used rulemaking to direct brokers to coordinate with each other, including negotiating shared commission agreements before making buy offers, even when they represented clients with adverse interests. And MLS companies, controlled by the broker associations, colluded by only accepting listings that agreed to have the seller pay the buyer broker’s commission. Plaintiffs alleged a conspiracy to fix the prices of buyer broker commissions as well as a concerted refusal to deal with potential used yacht sellers not represented by brokers.

YATCO moved to arbitrate the claims based on its MLS software user agreements with brokers on two theories: agency and equitable estoppel.

Agency. YATCO argued that Plaintiffs’ brokers acted as agents when they used the MLS platform, including when they agreed to the arbitration clause when they signed up for the MLS, and that as principals, the plaintiffs were bound by their agents’ actions and bound to arbitrate. The court found several holes in the premises of this argument. First, YATCO speculated that plaintiffs’ brokers must have signed the arbitration agreement merely because some brokers used its MLS and so must have signed it, though it never produced the agreement itself. Second, even assuming plaintiffs’ brokers had signed it, because it did not produce the agreement, YATCO had no evidence that the brokers signed the agreement in 2020 or later, when the arbitration provision was added to the contract. Third, with no evidence YATCO assumed that plaintiffs’ brokers actually listed plaintiffs’ yachts for sale on YATCO’s MLS as opposed to a different MLS. As the movant, it was YATCO’s burden to establish the existence of an agreement to arbitrate, which its unfounded assumptions failed to do.

The court went on to hold that even if plaintiffs’ brokers had signed the arbitration agreement, YATCO couldn’t compel plaintiffs to arbitrate their claims using agency law. YATCO had conceded that the brokers were not necessarily acting as plaintiffs’ agents when they signed the agreement, since the brokers’ acceptance was likely to generally use the MLS website and came before an agency relationship arose with any particular plaintiff. But it argued that plaintiffs were still bound since the plaintiffs ratified the brokers’ prior acceptance when the brokers used the MLS to list the plaintiffs’ yachts.

The court rejected that argument. Under Florida Supreme Court precedent (the relevant state law governing the contract), a principal must have “full knowledge” and approve of the act to ratify an unauthorized act of his agent. YATCO had provided no evidence that plaintiffs had the requisite full knowledge of the agreement or its terms. And, because the brokers signed the agreement before becoming agents of the plaintiffs, the brokers’ knowledge could not be imputed to the plaintiffs.

Equitable estoppel. Alternatively, YATCO tried to use equitable estoppel to enforce the agreement. Under Florida law, a signatory to a contract can enforce the contract against a nonsignatory only if (1) the nonsignatory is relying on the agreement to assert his claims and (2) the scope of the arbitration clause covers the dispute.

Applying this law, the court found that plaintiffs’ antitrust allegations that YATCO conspired with defendants to fix broker commissions did not raise any issue that relied on reference to the software agreement to resolve the claims. The plaintiffs were not trying to enforce or avoid any provision or obligation under the agreement, and the agreement had no provisions about broker commissions or the limits on who could list yachts for sale on the MLS, which formed the core factual focus of plaintiffs’ antitrust allegations. The court therefore affirmed the district court’s ruling and denied YATCO’s bid for arbitration on all grounds.

The opinions expressed are those of the authors and do not necessarily reflect the views of the firm or its clients. This article is for general information purposes and is not intended to be and should not be taken as legal advice.

This article was originally published in the California Lawyers Association E-Briefs, News and Notes: August 2026