The Terminix International Co., L.P., Ken Stroh, and Faith Justice v. St. Paul's Episcopal Church

Rel: October 24, 2025

Notice: This opinion is subject to formal revision before publication in the advance sheets of Southern
Reporter. Readers are requested to notify the Reporter of Decisions, Alabama Appellate Courts,
300 Dexter Avenue, Montgomery, Alabama 36104-3741 ((334) 229-0650), of any typographical or other
errors, in order that corrections may be made before the opinion is printed in Southern Reporter.

SUPREME COURT OF ALABAMA
OCTOBER TERM, 2025-2026

_________________________

SC-2024-0626
_________________________

The Terminix International Co., L.P., Ken Stroh, and Faith
Justice

v.

St. Paul's Episcopal Church

Appeal from Mobile Circuit Court
(CV-24-900310)

MENDHEIM, Justice.
SC-2024-0626

The Terminix International Co., L.P. ("Terminix"), and Faith

Justice, and Ken Stroh, who are agents of Terminix (collectively "the

Terminix defendants"), appeal from the Mobile Circuit Court's order

denying their motion to compel arbitration of all claims asserted against

them by St. Paul's Episcopal Church ("St. Paul's") in a lawsuit

commenced by St. Paul's against, among others, the Terminix

defendants. We reverse and remand.

I. Facts

St. Paul's owns real property located on Old Shell Road in Mobile

on which it has several buildings. One of those buildings is a wood-framed

historic chapel built over 150 years ago, which served as its original

church building ("the chapel"). Another building is the "new" church

building constructed in the 1960s and built with a brick veneer, an

interior steel-framed structure, and a wood-framed roof structure and

steeple above the sanctuary ("the church"). In 2006, St. Paul's began

constructing what it refers to as its education building on the same

property; the education building is separate from, and not connected to,

the chapel or the church.

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On August 1, 1982, St. Paul's entered into two contracts with

Terminix for the prevention and control of termites in the chapel and the

church. St. Paul's paid the initial contract fees and thereafter renewed

those contracts by paying annual fees through February 5, 2024. Those

two contracts did not contain arbitration provisions, and Terminix never

updated those contracts to include new provisions.

On April 18, 2006, while the education building was being

constructed, St. Paul's entered into a contract with Terminix for the

prevention and control of termites in the education building. St. Paul's

paid the initial contract fee for the 2006 contract, and thereafter it paid

annual renewal fees for termite-prevention services with respect to the

education building. The 2006 contract contained a mandatory arbitration

provision that provided:

"12. MANDATORY ARBITRATION. [St. Paul's] and
Terminix agree that any claim, dispute or controversy
('Claim') between or against the other or the employees,
agents or assigns of the other, and any Claim arising from or
relating to this agreement or the relationships which result
from this agreement, including but not limited to any tort or
statutory Claim, shall be resolved by neutral binding
arbitration by the National Arbitration Forum ('NAF'), under
the Code of Procedure ('Code') of the NAF in effect at the time
the Claim is filed. … Neither party shall sue the other party
with respect to any matter in dispute between the parties

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other than for enforcement of this arbitration agreement or of
the arbitrator's award. THE PARTIES UNDERSTAND
THAT THEY WOULD HAVE HAD A RIGHT OR
OPPORTUNITY TO LITIGATE DISPUTES THROUGH A
COURT AND TO HAVE A JUDGE OR JURY DECIDE
THEIR CASE BUT THEY CHOOSE TO HAVE ANY
DISPUTES DECIDED THROUGH ARBITRATION."

(Bold typeface and capitalization in original.)

St. Paul's alleges that, in May 2022, its employees and a contractor

"inspected the interior of the roof and steeple of the Church when they

discovered what appeared to be termite damage on the Church's steeple."

A month later, a Terminix employee inspected the church and produced

an inspection report that stated that he had found no visible signs of

termite activity. Concerned about this discrepancy, St. Paul's engaged

"an independent, trained entomologist to inspect the Church on July 21,

2022." According to St. Paul's, the entomologist discovered damage and

signs of termite activity "in the stairs going up into the attic, in the bell

tower, and on the exterior of the steeple." St. Paul's alleges that it then

opened a termite-damage claim with Terminix, but despite Terminix

employees inspecting the church multiple times, it did not discover any

termite infestation until February 23, 2023. St. Paul's then hired another

entomologist, a former inspector for the Alabama Department of

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Agriculture and Industries, Malinda Tripp-Sampley, to inspect the

church and the chapel. On August 9, 2023, Tripp-Sampley inspected the

church and the chapel. In the church, she discovered live termite

infestations in the roof rafters, in the steeple, and in attic spaces at the

front of the church. In the chapel, she found "widespread" termite

damage.

On February 5, 2024, St. Paul's commenced a lawsuit against the

Terminix defendants in the Mobile Circuit Court. St. Paul's asserted

claims of fraudulent misrepresentation; negligent/wanton hiring,

training, supervision and retention of employees; negligence and

wantonness; bad faith; and breach of contract with respect to the termite

damage sustained to the church and to the chapel.

On March 21, 2024, the Terminix defendants filed a motion to

compel arbitration of all claims, basing their motion on the arbitration

provision in the 2006 contract. The Terminix defendants asserted that

"[a]ll of [St. Paul's] causes of action asserted in the Complaint arise out

of and relate to its contracts with Terminix, including the 2006 Contract.

Thus, under the 2006 Contract's terms, all causes of action must be

submitted to binding arbitration."

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On July 23, 2024, St. Paul's filed a response in opposition to the

motion to compel arbitration in which St. Paul's argued that "[t]his

matter arises out of a pair of termite control and prevention services

agreements executed between [Terminix] and [St. Paul's] on August 1,

1982." St. Paul's asserted that the 2006 contract concerned termite-

prevention services for a separate building and, therefore, that

arbitration provision contained in the 2006 contract had no bearing on

its lawsuit.

The following day the Terminix defendants submitted to the circuit

court a reply to the response filed by St. Paul's in which they contended

that the arbitration provision speaks for itself and that it clearly

encompassed the claims asserted against them in the lawsuit.

On July 26, 2024, the circuit court held a hearing concerning the

motion to compel arbitration. On August 9, 2024, the circuit court entered

an order denying the motion to compel. The circuit court explained in the

order that it believed that the "claims in the Complaint arising from the

1982 agreements are not subject to arbitration."

The Terminix defendants filed a timely notice of appeal. See Rule

4(d), Ala. R. App. P.

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II. Standard of Review

"This Court's standard of review on an appeal from a
trial court's order granting or denying a motion to compel
arbitration is well settled. Bowen v. Security Pest Control,
Inc., 879 So. 2d 1139, 1141 (Ala. 2003). A direct appeal is the
proper procedure by which to seek review of such an order,
Rule 4(d), Ala. R. App. P., and this Court will review de novo
the trial court's grant or denial of a motion to compel
arbitration. Bowen, 879 So. 2d at 1141. The party seeking to
compel arbitration has the initial burden of proving the
existence of a contract calling for arbitration and proving that
the contract evidences a transaction involving interstate
commerce. Polaris Sales, Inc. v. Heritage Imports, Inc., 879
So. 2d 1129, 1132 (Ala. 2003). The party seeking to compel
arbitration must present some evidence tending to establish
its claim. Wolff Motor Co. v. White, 869 So. 2d 1129, 1131 (Ala.
2003). Once the moving party meets that initial burden, the
party opposing arbitration has the burden of presenting
evidence tending to show that the arbitration agreement is
invalid or that it does not apply to the dispute in question.
Bowen, 879 So. 2d at 1141. See also Title Max of Birmingham,
Inc. v. Edwards, 973 So. 2d 1050, 1052-53 (Ala. 2007)."

Alabama Title Loans, Inc. v. White, 80 So. 3d 887, 891-92 (Ala. 2011).

III. Analysis

At the outset of its argument, St. Paul's

"acknowledges that there is an arbitration provision in the
2006 termite prevention and control agreement for the
Education Building, and it does not dispute that this
agreement was a transaction in interstate commerce
supported by consideration given by the parties. … [St. Paul's]
instead objected to [the Terminix defendants'] Motion to

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Compel Arbitration on the grounds that there was no intent
between the parties with respect to the 2006 Arbitration
provision for it to apply to any disputes arising out of the 1982
termite prevention and control agreements executed twenty-
four years before and which involved two separate and
discrete buildings. This is a simple contract construction case,
and … the 2006 Arbitration provision does not encompass
within its scope any disputes outside of the 2006 termite
prevention and control agreement and the services and
representations flowing from it."

St. Paul's brief, pp. 12-13.

Based on the foregoing argument, St. Paul's does not dispute that

there is a binding arbitration agreement between the parties. Instead, it

contends that the arbitration provision in the 2006 contract does not

apply to the claims it asserts against the Terminix defendants in this

lawsuit. In other words, St. Paul's insists that the arbitration provision

in the 2006 contract applies only to claims or disputes that involve the

education building. Because its claims clearly concern termite damage

sustained to the church and to the chapel, which were covered by termite-

prevention contract executed in 1982 that did not contain arbitration

provisions, St. Paul's maintains that its claims are not subject to

arbitration.

The obvious problem with that position is that it is contrary to the

language contained in the first part of the 2006 contract's arbitration
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provision. As we noted in the rendition of the facts, in pertinent part, the

arbitration provision states:

"12. MANDATORY ARBITRATION. [St. Paul's] and
Terminix agree that any claim, dispute or controversy
('Claim') between or against the other or the employees,
agents or assigns of the other, and any Claim arising from or
relating to this agreement or the relationships which result
from this agreement, including but not limited to any tort or
statutory Claim, shall be resolved by neutral binding
arbitration by the National Arbitration Forum ('NAF'), under
the Code of Procedure ('Code') of the NAF in effect at the time
the Claim is filed. … Neither party shall sue the other party
with respect to any matter in dispute between the parties
other than for enforcement of this arbitration agreement or of
the arbitrator's award. …"

(Bold typeface and capitalization in original; other emphasis added.)

The first descriptive phrase of the arbitration provision plainly

states that any claim between St. Paul's and Terminix or its agents "shall

be resolved by neutral binding arbitration." The first phrase does not

limit claims that must be arbitrated to those claims arising from or

related to the 2006 contract or to those claims concerning the education

building.

St. Paul's attempts to deal with the unequivocal language in the

first phrase of the arbitration provision by contending that the phrase is

a "general preamble" and that to interpret it as "requir[ing] that all
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possible disputes whatsoever between the parties are subject to

arbitration" "erroneously focuses only on the opening 'general' clause of

the arbitration provision while ignoring the more specific and definitive

portion of the arbitration provision that defines the intended scope of

disputes subject to arbitration." St. Paul's brief, p. 22 (emphasis in

original). St. Paul's asserts:

"The initial general scope language is subsequently qualified
by definitive language specifically referencing disputes and
relationships involving the 2006 termite prevention control
agreement:

[']arising from or relating to this agreement
or the relationships which result from this
agreement to be subject to arbitration.[']

"… (emphasis added). The unambiguous reference within the
2006 Agreement's arbitration clause to the Agreement itself
(and its equally unambiguous reference to the new Education
Building) evidences an obvious intent by the parties that the
arbitration provision applies only to disputes relating to the
services and representations made with respect to the 2006
Agreement and the new Education Building."

Id., p. 23.

We note that,

" '[u]nder general Alabama rules of contract
interpretation, the intent of the contracting parties is
discerned from the whole of the contract. Where there is no
indication that the terms of the contract are used in a special
or technical sense, they will be given their ordinary, plain, and
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natural meaning. If the court determines that the terms are
unambiguous (susceptible of only one reasonable meaning),
then the court will presume that the parties intended what
they stated and will enforce the contract as written. On the
other hand, if the court determines that the terms are
ambiguous (susceptible of more than one reasonable
meaning), then the court must use established rules of
contract construction to resolve the ambiguity. See [Voyager
Life Ins. Co. v.] Whitson, 703 So. 2d [944,] 948 [(Ala. 1997)].
Under those established rules of contract construction, where
there is a choice between a valid construction and an invalid
construction the court has a duty to accept the construction
that will uphold, rather than destroy, the contract and that
will give effect and meaning to all of its terms. See id. at 948-
49; Sullivan, Long & Hagerty v. Southern Elec. Generating
Co., 667 So. 2d 722, 725 (Ala. 1995).' "

Once Upon a Time, LLC v. Chappelle Props., LLC, 209 So. 3d 1094, 1097

(Ala. 2016) (quoting Homes of Legend, Inc. v. McCollough, 776 So. 2d 741,

746 (Ala. 2000) (some citations omitted)) (emphasis added). See also Ex

parte Dan Tucker Auto Sales, Inc., 718 So. 2d 33, 36 (Ala. 1998) ("When

interpreting a contract, a court should give the terms of the agreement

their clear and plain meaning and should presume that the parties

intended what the terms of the agreement clearly state.").

The argument presented by St. Paul's clearly contradicts a plain

and natural reading of the arbitration provision. The arbitration

provision begins with the subjects who are bound by it -- St. Paul's and

Terminix -- and the verb indicating the act the parties are undertaking,
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i.e., that they "agree" to the terms that follow in the remainder of the

provision. The main subjects and the verb are then followed by the first

phrase in the arbitration provision: "that any claim, dispute or

controversy ('Claim') between or against the other or the employees,

agents or assigns of the other." The first phrase ends with a comma, and

it is linked to a second phrase by the word "and." The second phrase --

"any Claim arising from or relating to this agreement or the relationships

which result from this agreement, including but not limited to any tort

or statutory Claim" -- is then followed by the unambiguous command that

the claims described in both phrases "shall be resolved by neutral binding

arbitration by the National Arbitration Forum ('NAF'), under the Code of

Procedure ('Code') of the NAF in effect at the time the Claim is filed." In

other words, the two phrases, which are joined by the term "and," stand

on their own, and each phrase describes claims that the parties agree are

subject to arbitration. In short, the first phrase that concerns "any claim,

dispute or controversy … between" St. Paul's and Terminix or its agents

is not a "preamble" or a lead-in to the second phrase that concerns claims

arising from or relating to the 2006 contract.

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St. Paul's attempts to support its relegation of the first phrase to

the status of a "preamble" by arguing that

"[t]he only way to give meaning to the phrase 'arising from or
relating to this agreement or the relationships which result
from this agreement' is for it to be read to mean that only
disputes arising from the 2006 Agreement are subject to the
arbitration provision. Absent such a reading of that language,
as [the Terminix defendants] suggest, renders the subsequent
phrase a nullity."

St. Paul's brief, p. 24. In other words, St. Paul's posits that the first

phrase cannot mean that any claim between St. Paul's and Terminix or

its agents is subject to arbitration because, if that is the case, there is

nothing left for the second phrase to cover as being subject to arbitration.

But St. Paul's is ignoring the fact that the two phrases are generally

describing different types of claims. The first phrase describes claims of

any kind, even those not arising from or relating to the 2006 contract,

that are brought by the parties to the contract -- St. Paul's and Terminix.

The claims at issue in this lawsuit fall into that category. The second

phrase describes any claim that could arise from or be related to the 2006

contract regardless of who brings the claim -- St. Paul's, Terminix, or any

other person or entity.

"That one may be compelled to arbitrate a claim is not
necessarily premised on the fact that both participants in the
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arbitration proceedings are signatories to a contract calling
for arbitration. Specifically, this Court has held that in
numerous situations one may compel arbitration under a
contract to which it is not a party, or that one who is not a
signatory to a contract calling for arbitration must
nevertheless arbitrate his or her claims. See, e.g., Ex parte
Stamey, 776 So. 2d 85, 89 (Ala. 2000) ('B]oth Federal courts
and Alabama courts have enforced exceptions to this rule, so
as to allow a nonsignatory, and even one who is not a party,
as to a particular contract, to enforce an arbitration provision
within that same contract.')."

Green Tree-AL LLC v. White, 55 So. 3d 1186, 1190-91 (Ala. 2010).

Thus, the two phrases are capable of having different fields of

operation for describing what claims are subject to arbitration.

Interpreting the first phrase to stand on its own does not render the

second phrase "surplusage and a nullity," as St. Paul's contends it does,

any more than interpreting the second phrase to stand on its own renders

the first phrase meaningless. St. Paul's brief, p. 24. Indeed, it is St. Paul's

that attempts to render a portion of the arbitration provision a nullity by

labeling the first phrase a "general preamble" rather than a substantive

part of the arbitration provision.

Moreover, we are not aware of any legal prohibition against two

portions of an arbitration agreement encompassing overlapping claims,

and St. Paul's has not cited any legal authority for such a proposition. In

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other words, it is true that a claim arising from or relating to the 2006

contract -- a claim encompassed by the second phrase -- also could be a

claim brought by St. Paul's or by Terminix -- a claim encompassed by the

first phrase. That overlap could be attributed to careful draftsmanship

rather than unnecessary redundancy.

The only other argument offered by St. Paul's attempts to address

a scenario in which we determine the arbitration provision to be "vague

and ambiguous." St. Paul's brief, p. 26. It argues that if the language in

the arbitration provision is ambiguous, the circuit court's denial of the

Terminix defendants' motion to compel arbitration must be upheld

because ambiguities must be construed against the drafter of the

agreement, which in this case was Terminix. That argument is irrelevant

because we find the arbitration provision's language to be plain and

straightforward. There is no mystery as to whether the claims asserted

by St. Paul's against the Terminix defendants are addressed in the

arbitration provision. The arbitration provision clearly states that St.

Paul's and Terminix have agreed to arbitrate "any claim, dispute or

controversy ('Claim') between or against the other or the employees,

agents or assigns of the other." That provision describes the claims by St.

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Paul's against the Terminix defendants in this lawsuit. Therefore, in the

context of this case, the arbitration provision is not ambiguous. 1

IV. Conclusion

Based on the foregoing, the circuit court's order denying the motion

to compel arbitration of the claims asserted by St. Paul's against the

1St. Paul's spends several pages in its appellate brief arguing that

a rule of construction that states that ambiguities in an arbitration
provision will be construed in favor of arbitration must be overruled
under the holding of the United States Supreme Court in Morgan v.
Sundance, Inc., 596 U.S. 411 (2022). See, e.g., SSC Selma Operating Co.
v. Fikes, 238 So. 3d 635, 638 (Ala. 2017) (" 'In the event of an ambiguity
or uncertainty over the applicability of an arbitration clause, federal
policy dictates that it be resolved in favor of arbitration.' " (quoting
Koullas v. Ramsey, 683 So. 2d 415, 417 (Ala. 1996))); Kenworth of
Dothan, Inc. v. Bruner-Wells Trucking, Inc., 745 So. 2d 271, 274 (Ala.
1999) ("If an uncertainty or ambiguity exists as to whether the
arbitration provision applies, then this Court is bound to resolve that
uncertainty or ambiguity in favor of arbitration."). In Morgan, the United
States Supreme Court stated that "the [Federal Arbitration Act's] 'policy
favoring arbitration' does not authorize federal courts to invent special,
arbitration-preferring procedural rules." 596 U.S. at 418. St. Paul's
contends that this means that "[a]ny artificially created rules or
presumptions favoring arbitration above what the ordinary and
established law of contracts requires are not justified under the [Federal
Arbitration Act]." St. Paul's brief, p. 15. Because we conclude that the
arbitration provision in this case is not ambiguous, we do not address the
argument presented by St. Paul's based on Morgan.

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Terminix defendants is reversed, and the case is remanded for further

proceedings consistent with this opinion.

REVERSED AND REMANDED.

Shaw, Bryan, Sellers, and Cook, JJ., concur.

Stewart, C.J., concurs in the result, with opinion.

Wise, McCool, and Lewis, JJ., concur in the result.

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STEWART, Chief Justice (concurring in the result).

The arbitration provision at issue in this case is exceptionally broad

-- it is what one commentator has dubbed an "infinite arbitration clause."

See David Horton, Infinite Arbitration Clauses, 168 U. Pa. L. Rev. 633

(2020). It requires that "any claim, dispute or controversy … between or

against" St. Paul's Episcopal Church ("St. Paul's") and The Terminix

International Co., L.P. ("Terminix"), or agents of Terminix, such as Ken

Stroh and Faith Justice, be submitted to arbitration. As the main opinion

notes, this language is not limited merely to claims arising out of the

contract containing the arbitration provision; its reach extends to any

dispute between the parties no matter the time, place, or subject of the

dispute. Indeed, if a Terminix employee operating a company truck were

to negligently cause a motor-vehicle accident with St. Paul's church bus,

St. Paul's would, theoretically, be forced to arbitrate its tort claim against

Terminix and its employee because of the arbitration provision found in

the nearly two decades' old termite-prevention-and-control contract for

St. Paul's education building. Does the law truly compel such an "absurd"

result? See Smith v. Steinkamp, 318 F.3d 775, 777 (7th Cir. 2003)

(commenting on the "absurd results" that potentially follow from a

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provision in a loan contract requiring arbitration of all future disputes

between the parties).

"Under Alabama law, the specific enforcement of a predispute

arbitration agreement violates both our statutory law and public policy,

unless federal law preempts state law." Lopez v. Home Buyers Warranty

Corp., 670 So. 2d 35, 37 (Ala. 1995); see also § 8-1-41(3), Ala. Code 1975.

We have long recognized that the Federal Arbitration Act ("the FAA"), 9

U.S.C. § 1 et seq., preempts Alabama law " 'to the extent that [Alabama

law] actually conflicts with [the FAA] -- that is, to the extent that it

"stands as an obstacle to the accomplishment and execution of the full

purposes and objectives of Congress." ' " Alabama Psychiatric Servs., P.C.

v. Lazenby, 292 So. 3d 295, 300 (Ala. 2019) (quoting Volt Info. Scis., Inc.

v. Board of Trs. of Leland Stanford Jr. Univ., 489 U.S. 468, 477 (1989),

quoting in turn, Hines v. Davidowitz, 312 U.S. 52, 67 (1941)).

The FAA has its limits, however, and its enforcement powers do not

apply to all agreements containing an arbitration provision. See New

Prime Inc. v. Oliveira, 586 U.S. 105, 110 (2019). "The parties' private

agreement may be crystal clear and require arbitration of every question

under the sun, but that does not necessarily mean the [FAA] authorizes

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a court to stay litigation and send the parties to an arbitral forum." Id.

at 111. Section 2 of the FAA provides:

"A written provision in any maritime transaction or a
contract evidencing a transaction involving commerce to
settle by arbitration a controversy thereafter arising out of
such contract or transaction, or the refusal to perform the
whole or any part thereof, or an agreement in writing to
submit to arbitration an existing controversy arising out of
such a contract, transaction, or refusal, shall be valid,
irrevocable, and enforceable, save upon such grounds as exist
at law or in equity for the revocation of any contract or as
otherwise provided in chapter 4[ of the FAA, 9 U.S.C. § 401 et
seq.]"

9 U.S.C. § 2 (emphasis added). Thus, the text of the FAA limits its

enforcement mandate to disputes "arising out of" the contract containing

the arbitration provision, and there is an increasing recognition by courts

that arbitration provisions do not fall within the FAA's enforcement

mandate when the claims at issue do not relate to the contract containing

the arbitration provision.

Abbas v. Truist Bank, 774 F. Supp. 3d 929 (M.D. Tenn 2025), is one

such recent example. In Abbas, two bank customers opened a deposit

account and signed an agreement requiring them to arbitrate any claim

arising out of or relating to " 'any aspect of [their] relationship' " with the

bank. Id. at 932. Years later, the customers leased a safety deposit box

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from the bank, and that lease agreement did not contain an arbitration

provision. When the contents of the safety deposit box were lost, the

customers sued the bank in federal district court, and the bank moved to

compel arbitration, citing the arbitration provision contained in the

deposit-account agreement. The district court denied the bank's motion,

concluding that the dispute did not arise out of the contract containing

the arbitration provision and, thus, that the FAA did not compel

arbitration of the customers' claims. In reaching its conclusion, the

district court summarized the law regarding § 2's arising-out-of

requirement:

"The FAA's Section 2 'create[s] a body of federal
substantive law of arbitrability, applicable to any arbitration
agreement within the coverage of the act.' Moses H. Cone
[Mem'l Hosp. v. Mercury Constr. Corp.], 460 U.S. [1,] 24, 103
S.Ct. 927 [(1983)]. 'The FAA applies to "[a] written provision
in any … contract evidencing a transaction involving
commerce to settle by arbitration a controversy thereafter
arising out of such contract." ' Statler v. T.K. Constructors
Inc., 448 F.3d 343, 345 (6th Cir. 2006) (quoting 9 U.S.C. § 2);
accord Viking River Cruises, Inc. v. Moriana, 596 U.S. 639,
652 n. 4, 142 S.Ct. 1906, 213 L.Ed.2d 179 (2022) (' "[A]rising
out of" language normally refers to a causal relationship.')
(citing Ford Motor Co. v. Mont. Eight Jud. Dist. Ct., 592 U.S.
351, 361-62, 141 S.Ct. 1017, 209 L.Ed.2d 225 (2021)).

" '[Sections] 3 and 4 of the Act often require a court to
stay litigation and compel arbitration "accord[ing to] the
terms" of the parties' agreement. But this authority doesn't
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extend to all private contracts, no matter how emphatically
they may express a preference for arbitration.' New Prime
Inc. v. Oliveira, 586 U.S. 105, 110, 139 S.Ct. 532, 202 L.Ed.2d
536 (2019) (emphasis original). Indeed, 'antecedent statutory
provisions,' including Section 2, 'limit the scope of the court's
powers under §§ 3 and 4.' Id. That is, '[w]hile a court's
authority under the [FAA] to compel arbitration may be
considerable, it isn't unconditional.' Id. Rather, 'the terms of
§ 2 limit the FAA's enforcement mandate to agreements to
arbitrate controversies that "arise out of" the parties'
contractual relationship.' Viking River Cruises, Inc., 596 U.S.
at 652 n. 4, 142 S.Ct. 1906; see also Davitashvili[ v. Grubhub
Inc.], 131 F.4th [109,] 119 [(2d Cir. 2025)]('The FAA's scope is
limited to "agreements to arbitrate controversies that 'arise
out of' the parties' contractual relationship." ' (quoting Viking
River, 596 U.S. at 652 n.4, 142 S.Ct. 1906)).

"More pointedly, the Second Circuit panel in
Davitashvili 'agree[d] unanimously' that 'Section 2 … applies
only to contracting parties' agreements to arbitration claims
"arising out of such contract or transaction." ' 131 F.4th at 121
(Pérez, J., concurring) (emphasis added). The same panel also
'agree[d] unanimously that one consequence of that principle
is that the FAA does not countenance motions to compel
arbitration of claims that lack a requisite "nexus" to the
contract containing the arbitration clause.' Id. (citations
omitted). … That is, 'when the dispute is wholly unrelated to
the contract, the FAA is silent; federal courts have no power
to compel arbitration.' Revitch v. DIRECTV, LLC, 977 F.3d
713, 723-24 (9th Cir. 2020) (O'Scannlain, J., concurring)
(citing David Horton, Infinite Arbitration Clauses, 168 U. Pa.
L. Rev. 633, 678-83 (2020); Stephen E. Friedman, The Lost
Controversy Limitation of the Federal Arbitration Act, 46 U.
Rich. L. Rev. 1005, 1006 (2012)); see also Calderson v. Sixt
Rent a Car, LLC, 5 F.4th 1204, 1213 (11th Cir. 2021) (' "[T]he
'arising out of' language in § 2 … confines the FAA's
application to the arbitration of controversies with a
sufficiently close 'relationship' to the underlying contract." ')
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(quoting Revitch, 977 F.3d at 722 (O'Scannlain, J.,
concurring)); accord Runzi v. Synchrony Bank, 713 F. Supp.
3d 1360, 1364 (N.D. Ga. 2024) ('[T]he FAA applies only to
controversies that arise out of the contract that contains the
arbitration clause.') …; McFarlane[ v. Altice USA, Inc.], 524
F. Supp. 3d [244,] 278 [(S.D.N.Y. 2021)] ('[T]o the extent that
the Arbitration Provision purports to require arbitration of
claims wholly unrelated to the contract in which it is
contained, it is arguably not even subject to the FAA and its
policy favoring arbitration.').

"Put another way, 'a defendant may not compel
arbitration of claims that are "completely unrelated" to the
underlying … contract in which the agreement to arbitrate
was made.' Davitashvili, 131 F.4th at 125 (Sullivan, J.,
concurring in part and dissenting in part) (quoting Revitch,
977 F.3d at 722 (O'Scannlain, J., concurring)). 'This means,'
Judge Sullivan continued, 'that, at least in some cases, a
dispute will be so untethered from the parties' initial
transaction that the FAA … will not apply[.]' Id. at 125-26
(Sullivan, J.)."

Abbas, 774 F. Supp. 3d at 943-44.

In this case, St. Paul's claims pertain to termite infestations and

resulting damage to its church and chapel buildings, structures covered

under separate 1982 contracts between St. Paul's and Terminix. Those

contracts do not contain arbitration provisions. The 2006 contract

containing an arbitration provision pertains only to the education

building, and it does not reference the 1982 contracts or the church or

chapel buildings. St. Paul's claims do not relate to the education

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building, which has not suffered termite damage, and its claims do not

arise from its 2006 contract with Terminix regarding that structure. Nor

does the 2006 contract contain a delegation clause requiring questions of

arbitrability to be decided by an arbitrator. Thus, although the dispute

between St. Paul's and the Terminix defendants arguably falls within the

scope of the expansive arbitration provision in the 2006 contract, the

parties' dispute in this case does not "aris[e] out of such contract." 9

U.S.C. § 2.

As explained above, the text of the FAA does not compel arbitration

of disputes that are wholly unrelated to the contract containing the

arbitration agreement. Therefore, in such cases, the FAA does not

actually conflict with Alabama's public policy against the enforcement of

predispute arbitration agreements. In other words, if the FAA does not

compel enforcement of a particular arbitration agreement, Alabama law

certainly does not. 2

2I note that some courts have also concluded that infinite
arbitration clauses are unconscionably overbroad or have refused to
compel arbitration under contract-formation principles -- i.e., that no
reasonable person would have intended to agree to such an expansive
arbitration clause. See, e.g., McFarlane v. Altice USA, Inc., 524 F. Supp.
3d 264, 276-78 (S.D.N.Y. 2021).
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The parties' dispute in this case does not arise out of the 2006

contract; nor have the parties delegated questions of arbitrability to an

arbitrator. Therefore, had this issue been raised, I would have been

inclined to conclude that the FAA does not compel enforcement of the

arbitration provision in the 2006 contract. St. Paul's, however, has not

raised that argument in either the trial court or in its briefing to this

Court. To the contrary, it has essentially conceded the FAA's application

to this case. Thus, I must concur with the majority's decision to enforce

that provision.

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