Can You Enforce a Jury Trial Waiver Based On An Agreement You Were Not Part Of? Read to Find Out

“Jury trial waivers” are provisions in contracts where a person or entity forgoes his/her right to a trial by jury. These are getting more and more common, especially in the consumer context.

Though normally, every litigant has a right to file a dispute in court with a jury, this right can be trumped if you signed an agreement with a party that included a waiver of jury trial.  But what happens when someone, other than you, in a dispute involving you, signed an agreement with a jury trial waiver? This was addressed in the case of Bergeron Envtl. & Recycling, LLC v. LGL Recycling, LLC, 4D2022-2159, 2024 WL 4446881 (Fla. 4th DCA Oct. 9, 2024).

In that case, “Bergeron, the plaintiff, filed a suit against Sun Recycling in 2016. The complaint contained sixteen counts: two breach of contract counts against Sun, tortious interference with contract against Waste, tortious interference with contract against the individual defendants, breach of fiduciary duty against Sun, aiding and abetting a breach of fiduciary duty against Waste and the individual defendants, conspiracy to tortiously interfere with contract against Waste and the individual defendants, conspiracy to breach fiduciary duties against Waste and the individual defendants, accounting against Sun, wrongful dissociation against Sun, damages incidental to dissolution of the joint venture against all defendants, misappropriation of trade secrets against all defendants, and conversion against all of the defendants except for one of the individual defendants.”

The contract contained the following jury waiver provision:

THE VENTURERS HEREBY KNOWINGLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF UNDER OR IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE VENTURERS’ ACCEPTANCE OF THIS AGREEMENT.

The lawsuit also included the individuals who were Bergeron’s corporate agents and who did not sign the agreement with the wavier provision. The Fourth District held that “[t]he individual defendants, all non-signatories to the [agreement], were entitled to enforce the jury trial waiver based upon either equitable estoppel or agency.”

The Fourth District held that “[i]n general, a contractual waiver binds only the parties who sign the contract.” However, an exception to this rule exists, as “some courts have applied a theory of equitable estoppel for suits against non-signatories arising out of the contract itself[.]” Id. Bergeron Envtl. & Recycling, LLC v. LGL Recycling, LLC, 4D2022-2159, 2024 WL 4446881, at *4 (Fla. 4th DCA Oct. 9, 2024) (citing Med. Air Tech. Corp. v. Marwan Inv., Inc., 303 F.3d 11, 18 (1st Cir. 2002).

The court identified situations where equitable estoppel allowed a non-party to enforce a contractual arbitration clause against a party to the contract: “(1) “when the signatory to the contract containing the arbitration clause raises allegations of concerted conduct by both the non-signatory and one or more of the signatories to the contract”; or (2) “when each of the signatory’s claims against a non-signatory make reference to or presume the existence of a written agreement.” Id.

For more information regarding the interpretation of contracts with jury waiver provisions, contact one of our experienced contract attorneys at 305-570-2208. You can also email our lead contract attorney Eduardo directly at eduardo@ayalalawpa.com. 

We at Ayala Law PA are passionate about helping those in legal need, so please don’t hesitate to schedule a case evaluation with us online here.

 [The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].