Alex Coatney , individually and on behalf of similarly situated individuals v. Ancestry .com Dna, LLC

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 22-2813
A LEX C OATNEY , individually and on behalf of similarly
situated individuals, et al.,
Plaintiffs-Appellees,
v.
A NCESTRY .COM DNA, LLC,
Defendant-Appellant.
____________________
Appeal from the United States District Court for the
Southern District of Illinois.
No. 3:21-cv-01368-DWD — David W. Dugan, Judge.
____________________
A RGUED DECEMBER 6, 2023 — DECIDED F EBRUARY 15, 2024
____________________
Before F LAUM , EASTERBROOK, and BRENNAN , Circuit Judges.
BRENNAN , Circuit Judge. Ancestry.com sells genealogy
tools to aid users in researching their family history. Regis-
tered users of its website must first agree to an arbitration
clause. In this case, guardians activated DNA test kits through
their accounts on behalf of their children. Those children are
the plaintiffs here. When another business acquired Ancestry,
the plaintiffs contended that Ancestry violated their privacy

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2 No. 22-2813
rights by disclosing confidential genetic information and
sued. Ancestry moved to compel arbitration.
Sitting in diversity and applying Illinois law, the district
court ruled that the plaintiffs were not bound to arbitrate their
claims under an agreement between their guardians and An-
cestry. We agree and affirm the decision of the district court.
I. Background
Ancestry.com DNA, LLC is a genealogy and consumer
genomics company.1 Users who create online accounts may
purchase a DNA test kit through which Ancestry collects con-
sumer saliva samples. Ancestry then analyzes the genetic in-
formation in those samples and returns genealogical and
health information to the purchaser through its website.
Individuals who purchase and activate Ancestry DNA test
kits must agree to Ancestry’s Terms & Conditions. Under the
Terms, only adults may purchase or activate a DNA test kit.
However, minors thirteen to eighteen years old may still use
Ancestry’s DNA service. A parent or legal guardian may acti-
vate a DNA test kit and send in a minor’s saliva sample using
an account for the child that the parent or guardian manages.
Between 2016 and 2019, guardians purchased and acti-
vated test kits on behalf of plaintiffs, who were all minors at
the time. When activating the kits, the guardians took a num-
ber of steps. In January 2016, N.S.’s guardian accessed Ances-
try’s website to enter N.S.’s personal information, confirm she
was a parent or guardian providing a minor’s DNA, and
1 Genomics is a field of biology focused on studying all the DNA of
an organism—that is, its genome. National Human Genome Research In-
stitute. https://www.genome.gov/genetics-glossary/genomics

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No. 22-2813 3
verify her review and acceptance of the Terms. Coatney’s
guardian followed a similar process when activating a DNA
test kit on Coatney’s behalf in December 2017, and also com-
pleted additional, separate terms contained in a DNA Pro-
cessing Consent. H.S.’s and B.H.’s guardian completed these
same steps when activating test kits in August and September
of 2019.2
The DNA Processing Consent lists several provisions re-
lated to Ancestry’s use of a minor’s DNA and a guardian’s
agreement. It states, “When you activate your child’s DNA
test kit, you consent to Ancestry’s collection and processing of
your child’s DNA data.” A guardian’s consent grants Ances-
try permission to, among other things:
 “Convert the physical DNA sample into DNA data
and use your child’s DNA data to provide reports
about your child’s ancestral origins;”
 “Identify your child’s potential relatives;” and
 “Use your child’s DNA data … to help you and
your child discover other details about your family
history.”
The Terms, in each iteration, contain a dispute resolution
provision, binding the parties to arbitration and waiving any
class actions. Language in the Terms notifies Ancestry’s users
that continued use of Ancestry’s services after a change to the
Terms constitutes acceptance of that change. The Terms also
2 H.S.’s and B.H.’s guardian—Donna Roberts—had previously cre-
ated an Ancestry account in 2015 and accepted the Terms. Roberts main-
tained her account through multiple updates of the Terms, including those
in effect at the same time she activated DNA test kits on H.S.’s and B.H.’s
behalf.

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4 No. 22-2813
include specific provisions pertaining to Ancestry’s DNA Ser-
vices:
“DNA Services” refers to the use of our DNA
collection kit, processing and handling of your
DNA sample, genetic testing of your DNA sam-
ple, and our web or mobile app-based tools that
provide you with ethnicity and other genet-
ically related results and associated services, of-
fer you the ability to view genetic matches that
can identify potential relatives, help you ex-
plore your ethnic and family origins, and make
new discoveries through your DNA.
As the Terms explain, “[t]he purpose of the DNA Services is
to provide genetic and genealogy results and related reports
for your informational, recreational, educational, and re-
search use.”
The Terms did not require the plaintiffs to read them.
Plaintiffs allege they did not, and also that they did not create
Ancestry accounts. Nor did plaintiffs ever access their guard-
ians’ accounts, receive their DNA test results, or interact with
Ancestry’s website in any way before filing suit.
In 2020, Blackstone, Inc. acquired Ancestry. Plaintiffs sued
Ancestry in federal court, claiming that the acquisition re-
sulted in Ancestry disclosing genetic test results and personal,
identifying information to Blackstone without obtaining writ-
ten authorization, in violation of the Illinois Genetic Infor-
mation Privacy Act. See 410 I LL. C OMP . S TAT. 513/1, et seq.
Plaintiffs filed a purported class action under the Class Action
Fairness Act, and the district court had diversity jurisdiction
under 28 U.S.C. § 1332(d).

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No. 22-2813 5
Under the Terms’ dispute resolution provisions, Ancestry
moved to compel arbitration under the Federal Arbitration
Act, 9 U.S.C. § 4. The district court denied Ancestry’s motion.
To that court, it was clear that Ancestry and plaintiffs’ guard-
ians had agreed to arbitration, but that court still had to de-
cide whether plaintiffs were also bound by the agreement.
First, the district court rejected Ancestry’s assertion that
plaintiffs assented to the Terms by agreeing to use Ancestry’s
services and submitting their DNA tests through their guard-
ians’ accounts or through their guardians’ execution of con-
sent forms on plaintiffs’ behalf. The court did not read the
Terms’ plain, unambiguous language to support that asser-
tion. Plaintiffs neither signed the Terms nor created Ancestry
accounts, so the district court declined to find that plaintiffs
had consented to those Terms. Further, plaintiffs did not acti-
vate their own DNA tests or otherwise independently engage
with Ancestry’s services.
Second, the district court concluded that equitable princi-
ples did not bind plaintiffs to the Terms. Specifically address-
ing a theory of direct benefits estoppel, the court noted, “it is
hard to imagine what benefit … Plaintiffs received from the
processing of their DNA,” where there were no allegations
that Plaintiffs accessed their guardians’ Ancestry accounts or
their DNA test results.
Ancestry timely filed this interlocutory appeal. “Interloc-
utory appeals from denials of motions to order arbitration are
authorized by 9 U.S.C. § 16(a)(1)(B).” Andermann v. Sprint
Spectrum L.P., 785 F.3d 1157, 1157 (7th Cir. 2015).

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6 No. 22-2813
II. Discussion
Ancestry urges us to reverse the district court’s denial of
its motion to compel arbitration on three grounds:
 Plaintiffs’ guardians assented to the Terms on their
behalf;
 Plaintiffs are “closely related” parties to their
guardians (or even third-party beneficiaries), fore-
seeably bound by the Terms; or
 As direct beneficiaries of the Terms, plaintiffs are
estopped from avoiding them.
We review de novo a district court’s denial of a motion to
compel arbitration and the “findings of fact underlying that
decision for clear error.” Sosa v. Onfido, Inc., 8 F.4th 631, 638
(7th Cir. 2021). The district court’s application of equitable
doctrines is reviewed for an abuse of discretion. Id.
Before addressing Ancestry’s arguments, we review some
general legal principles surrounding arbitration. The FAA
“requires federal and state courts to place written arbitration
agreements on the same footing as other contracts.” Scheurer
v. Fromm Family Foods, LLC, 863 F.3d 748, 752 (7th Cir. 2017)
(citing 9 U.S.C. § 2). A court must compel arbitration under
the FAA when three elements exist: “(1) an enforceable writ-
ten agreement to arbitrate, (2) a dispute within the scope of
the arbitration agreement, and (3) a refusal to arbitrate.” Id.
(citing 9 U.S.C. § 4).
Arbitration is contractual, and “[a] party cannot be
required to submit to arbitration any dispute which he has not
agreed so to submit.” Id. (quotations omitted). It is a “bedrock
principle” that “an arbitration agreement generally cannot

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No. 22-2813 7
bind a non-signatory.” A.D. v. Credit One Bank, N.A., 885 F.3d
1054, 1059 (7th Cir. 2018). Whether an arbitration agreement
is enforceable against a non-party is a question governed by
“traditional principles of state law.” Arthur Andersen LLP v.
Carlisle, 556 U.S. 624, 631 (2009); Scheurer, 863 F.3d at 752. State
law typically provides only for a handful of limited
exceptions to the general prohibition against binding non-
signatories: “(1) assumption, (2) agency, (3) estoppel, (4) veil
piercing, and (5) incorporation by reference.” A.D., 885 F.3d
at 1059–60 (citing Zurich Am. Ins. Co. v. Watts Indus., Inc., 417
F.3d 682, 687 (7th Cir. 2005)).
Illinois law governs, so we turn there for the specific legal
rules to resolve this appeal, mindful that we must ascertain
those principles as Illinois would understand them, even if
faced with a lack of a ready answer. Two “guardrails” keep us
on course. Green Plains Trade Grp., LLC v. Archer Daniels Mid-
land Co., 90 F.4th 919, 928 (7th Cir. 2024). First, “in the absence
of prevailing authority from the state’s highest court,” we
“give great weight to the holdings of the state’s intermediate
appellate courts.” Allstate Ins. Co. v. Menards, Inc., 285 F.3d
630, 637 (7th Cir. 2002). We deviate from those holdings only
where there are “persuasive indications that the highest court
of the state would decide the case differently.” Id. Second,
when presented with “two equally plausible readings of state
law,” we “should not choose the alternative that requires us
to predict a change or an expansion in extant state legal doc-
trine.” Green Plains Trade Group, 90 F.4th at 929.
A. Assent by Conduct
Ancestry argues that “[t]he conduct of Plaintiffs’ guardi-
ans unambiguously established consent to Ancestry’s Terms
on Plaintiffs’ behalf,” making plaintiffs direct parties. That

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8 No. 22-2813
conduct, Ancestry submits, occurred when a guardian acti-
vated a DNA test kit in a plaintiff’s name, verified their guard-
ian status, agreed to the Terms, sought a plaintiff’s consent to
collect and submit their DNA, and administered the DNA
test.
Looking to Illinois law, our analysis begins with the
Terms’ language, which we “endeavor to give … ‘its plain and
ordinary meaning.’” Romspen Mortg. Ltd. P’ship v. BGC Hold-
ings LLC – Arlington Place One, 20 F. 4th 359, 372 (7th Cir. 2021)
(quoting Gallagher v. Lenhart, 874 N.E.2d 43, 58 (Ill. 2007)). The
goal of Illinois contract law “is to give effect to the intent of
the parties as demonstrated through objective conduct.” Jan-
iga v. Questar Cap. Corp., 615 F.3d 735, 742 (7th Cir. 2010) (cit-
ing Carey v. Richards Bldg. Supply Co., 856 N.E. 2d 24, 27 (Ill.
2006)).
That plain and ordinary meaning is unambiguous here.
Plaintiffs are not express parties to the Terms. As shown in the
use of “you” throughout the Terms, the only parties to the
agreement are the signatory and Ancestry. The Terms also say
they “are personal” to the signatory, who “may not … assign
or transfer any … rights and obligations” established by them.
Ancestry’s only counter to the Terms’ plain language is an
unpublished district court decision, Burns v. Wilderness Ven-
tures, Inc., No. 12 C 4188, 2012 WL 3779069 (N.D. Ill. Aug. 30,
2012). There, the father of a deceased sixteen-year-old girl
sued on behalf of her estate after she was killed in an accident
while taking part in defendant’s wilderness program. Id. at *1.
The minor and her mother signed two contracts with the de-
fendant. Id. at *2. Each contract contained a forum selection
clause setting Teton County, Wyoming as the sole jurisdiction
and venue of any legal proceeding arising out of the

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No. 22-2813 9
wilderness program.3 Id. The contracts also contained lan-
guage informing a signatory parent or guardian that their sig-
nature was “on behalf of the Participant, myself, and my
spouse … .” Id.
Burns sued, and Wilderness Ventures moved to dismiss
for improper venue. Id. at *1. Burns claimed the forum selec-
tion clause could not bind his daughter’s estate. Id. at *3. The
district court rejected this argument. The decedent’s mother
signed the contracts as an individual and as the girl’s guard-
ian. The court also found persuasive authority permitting a
parent or guardian to bind their minor child to a specific fo-
rum or arbitration because such agreements do not limit the
minor’s “substantive right to sue,” but only “limit the proce-
dural avenues of such suit to those mutually agreed.” Id.
Ancestry urges us to follow Burns, but we decline for two
reasons. First, the court in Burns did not enforce the forum
selection clause based on the parents’ conduct. Rather, the
court did so because her mother signed contracts explicitly
noting that a guardian’s signature constituted agreement on
behalf of the minor child. Id. Nothing in Burns discusses any
conduct, outside of signing the contracts, that purportedly
bound the decedent to the forum selection clause. Second, the
contracts in Burns differ markedly from the Terms here. The
decedent’s mother signed the contracts with the forum selec-
tion clause “on behalf of” her minor child. Id. at *2. Ancestry’s
Terms do not say plaintiffs’ guardians agreed to them “on be-
half of” their children. Ancestry correctly points out that in
3 Because arbitration clauses are a type of forum selection clause, see
Jackson v. Payday Fin., LLC, 764 F.3d 765, 773 (7th Cir. 2014), authorities
involving forum selection clauses are useful in our analysis.

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10 No. 22-2813
Burns, the court ignored the decedent’s own signature. Id. at
*3. Here, though, the only “on behalf of” (or similar language)
was not in Ancestry’s own contract, but in the DNA Pro-
cessing Consent. That Consent says nothing about binding
plaintiffs to the Terms—indeed, it does not mention the
Terms at all.4
4 When contending that the guardians’ conduct bound plaintiffs to the
Terms, Ancestry cites a smattering of cases not from Illinois or from out-
side this circuit. These cases are distinguishable.
Two concerned arbitration clauses comparable to the forum selection
clause in Burns, indicating that agreement to them was on behalf of the
minor child. See Glob. Travel Mkt., Inc. v. Shea, 908 So.2d 392, 395 (Fla. 2005)
(“I, as parent or legal guardian of the below named minor, … agree, indi-
vidually and on behalf of my child or ward, to the terms of the above.”);
Cross v. Carnes, 724 N.E.2d 828, 831 (Oh. App. Ct. 1998) (noting that the
form containing the arbitration clause included two signature lines for the
parent to sign, one for the parent individually and the other on behalf of
her minor daughter). Another was not decided on comparable grounds;
rather, the court concluded that a parent’s agreement to arbitrate a minor’s
potential tort claims generally does not run contrary to public policy con-
cerns. Hojnowski v. Vans Skate Park, 901 A.2d 381, 391 (N.J. 2006).
The last case Ancestry cites on this point, Dillon v. Ski Shawnee, Inc.,
No. 13-7155, 2014 WL 3900877 (D.N.J. Aug. 11, 2014), is too brief to help.
There, a mother purchased ski lift tickets and agreed to a forum selection
clause setting forum in New Jersey state court, for herself and her minor
daughter. Id. at *1. Following the daughter’s injury at defendant’s ski area,
the mother and daughter sued; defendant sought to enforce the forum
selection clause. Id. The plaintiffs argued the daughter never agreed to the
clause, as she did not purchase a lift ticket. The district court rejected this
argument, concluding “[a] parent can bind a minor child to a forum-
selection clause to which the parent agreed to enter.” Id. at *2. Without
more analysis, Dillon does not help us decide whether the guardians’
conduct bound plaintiffs to the Terms.

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No. 22-2813 11
B. Closely Related and Third-Party Beneficiary
Arguments
Even if plaintiffs are not direct parties under the plain lan-
guage of the Terms, Ancestry submits they are bound either
as closely related parties or third-party beneficiaries.
The company mounts these arguments from shaky legal
ground, as Illinois “recognize[s] a strong presumption against
conferring contractual benefits on noncontracting third par-
ties.” Sosa, 8 F.4th at 639 (quotations omitted); see also Estate of
Willis v. Kiferbaum Const. Corp., 830 N.E.2d 636, 642 (Ill. App.
Ct. 2005); Ball Corp. v. Bohlin Bldg. Corp., 543 N.E.2d 106, 107
(Ill. App. Ct. 1989); Midwest Concrete Prods. Co. v. La Salle Nat’l
Bank, 418 N.E.2d 988, 990 (Ill. App. Ct. 1981) (quoting 17 A M .
JUR . 2d Contracts § 304, at 729–30 (1964)). That presumption is
overcome only where “the implication” that the contract ap-
plies to a third party is “so strong as to be practically an ex-
press declaration.” Sosa, 8 F.4th at 639 (quoting 155 Harbor
Drive Condo. Ass’n v. Harbor Point Inc., 568 N.E.2d 365, 375 (Ill.
App. Ct. 1991)). Showing that the “parties know, expect, or
even intend that others will benefit from the agreement” will
not suffice to overcome the presumption against third-party
beneficiaries. Id. (quoting Marque Medicos Farnsworth, LLC v.
Liberty Mut. Ins. Co., 117 N.E.3d 1155, 1159 (Ill. App. Ct. 2018)).
“Instead, for a nonparty to qualify as a third-party benefi-
ciary, the language of the contract must show that ‘the con-
tract was made for the direct, not merely incidental, benefit of
the third person.’” Id. (quoting Martis v. Grinnell Mut. Reinsur-
ance Co., 905 N.E.2d 920, 924 (Ill. App. Ct. 2009)). That show-
ing exists only in “an express provision in the contract identi-
fying the third-party beneficiary by name or by description of
a class to which the party belongs.” Id.

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12 No. 22-2813
Importantly, the Terms exclude third-party beneficiaries:
“There shall be no third-party beneficiaries to this Agree-
ment.” Ancestry seeks to avoid this exclusion, citing one case
for the proposition that general provisions excluding third-
party beneficiaries do not supersede more specific language
included elsewhere. See Barba v. Village of Bensenville, 29
N.E.3d 1187, 1194–95 (Ill. App. Ct. 2015). But the only specific
language Ancestry points to are the provisions in the DNA
Processing Consent. Most of that language, like most of the
Terms’ provisions, uses “you” and “your” to refer to the per-
son executing the DNA Processing Consent: the child’s parent
or guardian.
Illinois’ strong presumption against conferring contrac-
tual benefits on noncontracting third parties, as well as the
Terms’ express prohibition, hobbles Ancestry’s position. The
law on closely related parties and third-party beneficiaries
does not strengthen it.
i. Plaintiffs are not closely related parties foreseeably bound
by the Terms.
A nonparty will be bound by a forum selection clause if
the nonparty is “closely related” to the dispute “such that it
becomes foreseeable that [the nonparty] will be bound.”
Hugel v. Corp. of Lloyd’s, 999 F.2d 206, 209 (7th Cir. 1993) (quo-
tation marks omitted);5 Solargenix Energy, LLC v. Acciona, S.A.,
17 N.E.3d 171, 183 (Ill. App. Ct. 2014) (adopting Hugel’s
5 In Hugel, we concluded that third-party beneficiary status would sat-
isfy the “closely related” and “foreseeability” requirements, while also
recognizing that a showing of third-party beneficiary status is not re-
quired for a showing that a party is closely related. 999 F.3d at 209–10 n.
7.

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No. 22-2813 13
closely related parties test). “Where there is a sufficiently
close relationship between the non-signatory and the dispute
and the parties, it does not defy the non-signatory’s reasona-
ble expectations that it would be bound.” Solargenix, 17
N.E.3d at 185.
Ancestry asks us to apply Hugel and Solargenix to reverse
the district court’s decision that plaintiffs are not closely re-
lated parties foreseeably bound to the Terms. To Ancestry, the
plaintiffs, as minors under the guardians’ supervision, are
closely related to them. The guardians consented to the Terms
when activating the DNA test kits. So, it was foreseeable,
should a dispute arise, that plaintiffs would be bound by the
Terms.
But Hugel and Solargenix do not extend as far as Ancestry
would like. In Hugel, a company, its subsidiary, and their
president and chairman, Hugel, sued Lloyd’s over a business
dispute in Illinois federal district court. 999 F.2d at 207. When
Lloyd’s attempted to enforce a forum selection clause fixing
the legal forum in England, the companies argued that the
clause applied only to Hugel, who signed the agreement in-
cluding the forum selection clause. Id. The district court re-
fused to exercise jurisdiction. Id. Our court affirmed, holding
that the district court did not clearly err in finding that the
companies were so closely related to the dispute between
Hugel and Lloyd’s. Id. at 210. Hugel was president and chair-
man of both companies and owned 99 percent of the parent
company’s stock, which in turn owned 100 percent of the sub-
sidiary’s stock. Id. at 209–10. Hugel and the companies were
essentially one.
Solargenix required an Illinois state court to decide
whether it could exercise personal jurisdiction over Spanish

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14 No. 22-2813
companies whose American subsidiaries agreed to a joint
venture that contained a forum selection provision fixing
venue in Chicago. 17 N.E.3d at 174, 177. Adopting Hugel’s
closely related parties test, the Illinois appellate court af-
firmed the lower court’s exercise of jurisdiction over the Span-
ish companies. Id. at 182, 189. Jurisdictional discovery re-
vealed that the Spanish companies, as parents of the Ameri-
can subsidiaries, “were heavily involved in negotiating and
approving the joint venture agreements.” Id. at 182. This in-
volvement showed the Spanish companies’ close relation to
the dispute and made it foreseeable that any dispute arising
from the joint venture would reasonably result in binding
them to the agreement’s forum selection clause. Id. at 189.
Hugel and Solargenix present two circumstances in which
a non-signatory is a closely related party to an agreement and
foreseeably bound by its terms. In the first, the non-
signatory’s identity is so intertwined with the identity of the
signatory that the two cannot be distinguished. In the second,
the non-signatory is deeply involved in the negotiation of the
contractual terms.
Neither scenario applies to plaintiffs. Though a special re-
lationship exists between plaintiffs and their guardians, in
fact and in law that relationship does not join their identities,
as can be the case with parent and subsidiary corporations.
Further, neither plaintiffs nor their guardians negotiated the
Terms. Indeed, there is no evidence plaintiffs even knew the
Terms.

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No. 22-2813 15
ii. Plaintiffs are not third-party beneficiaries under Illinois
law.
Ancestry asserts plaintiffs benefited from the Terms such
that they should be considered third-party beneficiaries to
them. To the company, “Plaintiffs were intended to—and
did—benefit from the agreements with Ancestry.” That is be-
cause “Ancestry sequenced and analyzed Plaintiffs’ DNA to
generate insights about Plaintiffs’ genetic history.” For sup-
port, Ancestry points to a provision in the DNA Processing
Consent, stating Ancestry would “[u]se your child’s DNA
data … to help you and your child discover other details
about your family history.”
This court’s decision in Sosa is instructive in evaluating
Ancestry’s argument. There, a non-signatory sought to en-
force an arbitration clause. Sosa filed a class action suit against
Onfido, alleging that the company used technology without
his consent to extract biometric identifiers in violation of the
Illinois Biometric Information Privacy Act. Sosa, 8 F.4th at 635.
Sosa’s interaction with Onfido’s software, TruYou, came
through his use of OfferUp, an online marketplace that part-
nered with Onfido to verify consumers’ identities. Id. When
Sosa registered with OfferUp and used its app, he agreed to
OfferUp’s Terms of Service and a mandatory arbitration pro-
vision. Onfido was not named in the Terms of Service, but its
software was. Onfido sought to compel arbitration, arguing
that it was a third-party beneficiary of the Terms of Service
based on the references to its software. Id. at 636.
In Sosa, we rejected Onfido’s argument that it qualified as
a third-party beneficiary. Id. at 639–40. The language on
which Onfido relied “simply prohibit[ed] OfferUp users from
using the TruYou feature without first obtaining necessary

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16 No. 22-2813
permissions … or if their use of the feature would violate”
laws or regulations. Id. at 639. “Nothing in the Terms of Ser-
vice indicate[d] that this section or the contract as a whole
were intended for the direct benefit of Onfido.” Id. Moreover,
even if “Onfido ultimately incidentally incurred a benefit
from the contract’s TruYou provision, that [was] not sufficient
to demonstrate that Onfido qualifie[d] as a third-party bene-
ficiary under Illinois law.” Id. We concluded that the OfferUp
Terms of Service, “[r]ead as a whole … neither provide any
benefit to Onfido nor give Onfido a right to enforce the arbi-
tration provision.” Id. at 640.
As with the terms of service in Sosa, the Terms here do not
state that they were intended for the direct benefit of plain-
tiffs. Admittedly, they are slightly more specific than those in
Sosa. The DNA Processing Consent, incorporated into the
Terms, contemplates that consent to Ancestry’s processing
and analysis of a child’s DNA will enable Ancestry’s provi-
sion of:
• Reports about the child’s ancestral origins;
• Insights about the “child’s ethnicity, places of
origin, ancestors, individual traits, and characteris-
tics;”
• Identification of potential relatives; and
• The ability to “to help you and your child” discover
other details about family history.
But nothing in the DNA Processing Consent says the Terms
are for plaintiffs’ direct benefit. The only reference in the
Terms to minors is as possible subjects from whom saliva
samples could be collected.

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No. 22-2813 17
Additionally, the Terms’ arbitration provision did not in-
tend to directly benefit plaintiffs. In Johnson v. Noble, the rele-
vant provision stated that certain disputes “between or
among members and/or associated persons, and/or certain
others, arising in connection with the business of such mem-
ber(s) or in connection with the activities of such associated
person(s), shall be arbitrated.” 608 N.E.2d 537, 539 (Ill. App.
Ct. 1992). The Illinois Appellate Court ruled that the third-
party beneficiary doctrine to compel arbitration is properly
applied when the non-signatory was to derive a benefit from
the agreement and “where the arbitration clause itself is sus-
ceptible to this interpretation.” Id. at 541. The court reasoned
that the relevant provision included two non-signatories as
third-party beneficiaries because they were “associated per-
sons with a member … as stated in the agreement.” Id.
Here, the Terms’ arbitration provision does not contain
language capturing the plaintiffs. As with language else-
where in the Terms, the provision refers to “you and Ances-
try,” and “dispute[s] between us.” This language indicates
that the signatories intended to bind themselves, but not oth-
ers, to arbitration.
The Terms are presumed to directly benefit its signatories,
who are Ancestry and the guardians. That both knew, ex-
pected, or even intended for plaintiffs to benefit from the
agreement does not overcome that presumption. If Ancestry
and the guardians expected plaintiffs to directly benefit from
the Terms, the Terms do not state that. Ancestry did not in-
clude language memorializing its contrary intent, defeating
their third-party beneficiary argument.

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18 No. 22-2813
C. Direct Benefits Estoppel
Ancestry offers one other theory to rebut the presumption
under Illinois law against binding non-signatories to con-
tracts. As direct beneficiaries of their guardians’ agreement to
the Terms, plaintiffs are estopped from avoiding its arbitra-
tion provision. Though Illinois state courts have not applied
direct benefits estoppel to enforce arbitration against a non-
signatory, Ancestry argues that this court in Everett v. Paul Da-
vis Restoration, Inc., 771 F.3d 380 (7th Cir. 2014), and other fed-
eral courts have employed direct benefits estoppel to bind
non-signatories to arbitration. The company submits that it
sequenced plaintiff’s DNA samples, “the precise benefit
Plaintiffs sought when they ‘discussed the DNA test … and
… agreed to the collection and processing of their saliva.’” To
Ancestry, this benefit to plaintiffs flows directly from the
Terms containing the arbitration provision, “because Ances-
try would have never provided services without those agree-
ments.”
But this benefit is theoretical, speculative, and unrealized,
plaintiffs say. They received a benefit that flowed from the
Terms: genetic analysis conducted by Ancestry. This benefit
is limited, plaintiffs submit, like the small benefit the plaintiff
received in A.D. v. Credit One Bank, N.A., 885 F.3d 1054 (7th
Cir. 2018). There is no direct benefit here, plaintiffs argue, be-
cause there is no allegation that they have ever viewed this
genetic analysis. So, they urge us to affirm the district court’s
conclusion that “theoretical access to Defendant’s services”
was not enough to bind Plaintiffs to Ancestry’s terms.
Authority applying direct benefits estoppel under Illinois
law is scarce. The Supreme Court of Illinois has not directly
addressed the topic. And neither Snyder v. Jack Schmitt Ford,

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No. 22-2813 19
Inc., No. 5-21-0413, 2022 WL 1197374 (Ill. App. Ct. 2022), nor
Peterson v. Devita, No. 1-23-0356, 2023 WL 6166964 (Ill. App.
Ct. 2023), applied direct benefits estoppel to bind a non-
signatory to a contract. This absence of authority counsels us
that Illinois would not embrace direct benefits estoppel to
bind plaintiffs here.
i. A.D., not Everett, governs and instructs that direct
benefits estoppel does not apply.
Under direct benefits estoppel, “[a] nonsignatory party is
estopped from avoiding arbitration if it knowingly seeks the
benefits of the contract containing the arbitration clause.”
Zurich Am. Ins. Co., 417 F.3d at 688; A.D., 885 F.3d at 1064. The
benefit accruing to the non-signatory “must flow directly
from the agreement.” Everett, 771 F.3d at 383. “Thus, a benefit
derived from the agreement itself is direct. However, a benefit
derived from the exploitation of the contractual relationship
of parties to an agreement, but not the agreement itself, is in-
direct.” Id. at 383–84.
Everett concerned “whether an owner-operator of a fran-
chise is obligated to arbitrate under a franchise agreement be-
cause she received direct benefits from the agreement despite
not having signed the document.” 771 F.3d at 381–82. The
plaintiff’s husband and his company, EA Green Bay, LLC
(“EAGB”), entered into a franchise agreement containing an
arbitration clause with defendant PDRI. Id. at 382. Ms. Ever-
ett, the plaintiff, held a 50% ownership stake in EAGB, but did
not sign the franchise agreement. Id. When PDRI terminated
the franchise agreement, Mr. Everett transferred 45 percent of
his ownership interest to Ms. Everett, who continued to oper-
ate EAGB under the name Building Werks—all while serving
the same customers, at the same location, employing the same

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20 No. 22-2813
people, and trading upon the goodwill and reputation gar-
nered while a PDRI franchise. Id. at 382–83.
When PDRI discovered this, it sought to compel
arbitration. Id. at 383. Ms. Everett filed suit, seeking a
declaratory judgment that she was not bound to arbitrate as a
non-signatory to the franchise agreement. Id.at 383. At first,
the district court denied Ms. Everett’s attempt to avoid
arbitration. But, when PDRI returned to the district court to
request confirmation of the arbitration award, Ms. Everett
moved to vacate the award. Id. The district court agreed and
reversed its earlier determination, finding that any benefit
Ms. Everett received from the franchise agreement was
“indirect because it flowed through her ownership interest in
EAGB and her relationship to Mr. Everett, but not to her
directly.” Id.
This court reversed. Id. at 385. “Ms. Everett was not merely
exploiting the contractual relationship among EAGB, Mr. Ev-
erett, and PDRI, but rather the benefit of the contract itself—
namely owning and operating a PDRI franchise.” Id. at 384.
Ms. Everett received the same benefits as her husband, “in-
clud[ing] benefitting from trading upon the name, goodwill,
reputation and other direct contractual benefits of the fran-
chise agreement.” Id. This court further recognized that
“[w]ithout the franchise agreement, EAGB and the business it
operated would not have existed, and thus Ms. Everett’s own-
ership interest would not have existed.” Id. at 385. Thus, “Ms.
Everett’s ownership interest in EAGB was itself a direct ben-
efit of the agreement, and not a separate relationship that the
benefits of the agreement flowed through.” Id.
In sum, Ms. Everett received direct benefits from the fran-
chise agreement to which she was a non-signatory: power,

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No. 22-2813 21
control, and direction of the franchise as well as economic
benefits derived from the company’ prior affiliation with
PDRI. These were not potential benefits; Ms. Everett held and
wielded these benefits.
Here, the benefit plaintiffs received is not as direct as the
benefit in Everett.6 As the district court recognized, the benefit
to plaintiffs is “potential” or “inchoate.” Plaintiffs have theo-
retical access to Ancestry’s services, but there are no allega-
tions that they have accessed Ancestry’s analysis of their
DNA. And, as we noted above in our discussion of Ancestry’s
third-party beneficiary argument, the Terms do not suggest
they benefit anyone other than the signatory and Ancestry.
A.D. is closer to this case. It concerned a minor’s putative
class action against Credit One for alleged violations of the
Telephone Consumer Protection Act. 885 F.3d at 1057. A.D.
sought compensation for telephone calls made by Credit One
to her telephone number in attempts to collect a debt A.D. did
not owe. Id. The debt was her mother’s, and Credit One’s
caller ID capture system had added A.D.’s phone number
when her mother used A.D.’s phone to access her account. Id.
at 1058. Importantly, the standard cardholder agreement be-
tween Credit One and A.D.’s mother contained an arbitration
clause and a class action waiver. Id.
6 Everett was a diversity case applying Wisconsin, not Illinois, law. Its
discussion and application of direct benefits estoppel cites approvingly to
precedent of this court, the Second Circuit, and the Fifth Circuit, none of
which relied on Illinois law to resolve the question. See Zurich Am. Ins. Co.,
417 F.3d at 688; Thomson-CSF, S.A. v. American Arbitration Ass’n, 64 F.3d
773, 778–80 (2d Cir. 1995); Blaustein v. Huete, 449 F. App’x 347, 350–51 (5th
Cir. 2011).

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22 No. 22-2813
In concluding that A.D. was not bound by the arbitration
clause, this court examined whether A.D. could be estopped
as a direct beneficiary of the cardholder agreement under Ne-
vada law. Id. at 1064. Credit One asserted A.D. “directly ben-
efitted under the cardholder agreement because [A.D.’s
mother] asked her to make purchases with the card,” and
therefore received the same benefit her mother received: “the
ability to use the credit card to make purchases.” Id. We disa-
greed, as the only benefit received with respect to the credit
card “was limited to following her mother’s directions to pick
up the smoothies that her mother had ordered previously.”
Id. We concluded that estoppel did not apply to bind A.D. to
arbitration because “A.D. had no relationship, contractual or
otherwise with Credit One.” Id.
The benefit plaintiffs received here is more direct than the
benefit in A.D., which was completely indirect. All A.D. re-
ceived from her mother’s cardholder agreement was the abil-
ity to obtain products purchased with her mother’s card and
under her mother’s direction. Here, Ancestry processed each
plaintiff’s DNA and prepared analyses based on each plain-
tiff’s unique genetic profile. These analyses were available to
plaintiffs—through their guardians—if they chose to access
them.
But this benefit is still too indirect. As plaintiffs point out,
and Ancestry does not contest, there are no allegations sug-
gesting the plaintiffs even accessed their genetic analyses.
This makes the benefit similar to the benefit in A.D., and, as
noted above, dissimilar to the benefit in Everett. Ancestry has
not offered any Illinois (or other) authority to support the ap-
plication of estoppel where a non-signatory has access to a
benefit but there are no allegations or evidence that she has in

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No. 22-2813 23
fact accessed it. Therefore, we agree with plaintiffs that the
benefit is too speculative and unrealized to trigger estoppel
under Illinois law.
ii. Recent Illinois appellate court decisions confirm this
reading.
Two more recent Illinois cases show the uphill climb An-
cestry faces for relief under Illinois law.
In Snyder, the plaintiff purchased a truck from Jack
Schmitt Ford, executing an Installment Loan Contract con-
taining an arbitration clause. 2022 WL 1197374, at *1. Things
devolved from there: Jack Schmitt Ford filed a complaint
against Snyder with an arbitrator, and Snyder and his wife
filed a 17-count complaint in Illinois state court asserting sev-
eral tort claims. Id. Jack Schmitt Ford sought to compel arbi-
tration, and the trial court agreed to compel arbitration of
Snyder’s claims, but not his wife’s claims, based on her non-
signatory status. Id. at *2.
On its cross-appeal, Jack Schmitt Ford argued that estop-
pel principles, including direct benefits estoppel, bound
Snyder’s wife to the Loan Contract and its arbitration clause.
Id. at *6–*10. The appellate court rejected this argument. Id.
The court recognized that courts (albeit not in Illinois) have
approved a theory of direct benefits estoppel where the non-
signatory requested enforcement of the underlying contract
itself. Id. at *8–*9 (discussing Int’l Paper Co. v. Schwabedissen
Maschinen & Anlagen GMBH, 206 F.3d 411 (4th Cir. 2000) and
In re Weekley Homes, L.P., 180 S.W.3d 127 (Tex. 2005)). And
Jack Schmitt Ford could not show that Snyder’s wife was re-
questing any enforcement of the contract at issue, as her
claims sounded in tort based on allegedly false statements
made to her husband’s employer. Id. at *8.

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24 No. 22-2813
The Illinois Appellate Court also noted that a direct benefit
is “one contained within the provisions of the contract,” i.e.,
“one flowing directly from the agreement.” Id. at *8, *9. Exam-
ining the relevant documents, the court located “nothing in
the [Loan Contract that] provides [Snyder’s wife] with any di-
rect benefit.” Id. at *9. In fact, the court considered the connec-
tion between any benefit Snyder’s wife received and the Loan
Contract “even more nebulous” than the connection offered
in A.D. Id. And much like A.D.’s benefit—the ability to con-
sume goods purchased with her mother’s credit card—
Snyder’s wife derived a benefit “solely from her relationship
with [Snyder].” Id. at *10. Her use of his vehicle depended to-
tally on him, not any right provided by the Loan Contract. Id.
The second case, Peterson, concerned an arbitration agree-
ment included in Airbnb’s terms of service. 2023 WL 6166964,
at *1. The plaintiff was injured when a deck railing gave way
at a home booked by his friend through Airbnb. Id. at *2. Pe-
terson had an Airbnb account, so Airbnb argued he had pre-
viously agreed to its terms. Id. Peterson’s friend had booked
the house, however, and Peterson was not listed on the reser-
vation; he was simply attending a party his friend was hosting
on the property. Id. at *1–*2. The trial court refused to compel
arbitration. Id. at *1.
Airbnb appealed and argued that direct benefits estoppel
prevented Peterson from avoiding arbitration. Id. at *7.
Airbnb claimed that Peterson’s tort claims stemmed from the
benefits he received from his friend’s booking. Id. Relying on
Snyder, the court rejected this argument. Peterson’s negli-
gence claims did not rely on the terms the friend agreed to
when booking the property. And other than as an invitee to

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No. 22-2813 25
the party, the plaintiff did not benefit from his friend’s book-
ing. Id.
Snyder and Peterson further persuade us that direct bene-
fits estoppel does not apply here. As in those cases, the plain-
tiffs here do not seek to enforce the Terms against Ancestry.
Rather, they seek to enforce the Illinois Genetic Information
Privacy Act against Ancestry. The grounds Illinois courts
have recognized that might allow direct benefits estoppel are
not present here.
After considering the authorities cited by the parties, those
discussed above, and those located in our search, we do not
agree with Ancestry that Illinois law binds plaintiffs as direct
beneficiaries of the Terms. Of the cases we could locate con-
sidering Illinois law, none applied direct benefits estoppel to
bind a non-signatory to a contract.
The record before us, without an allegation that plaintiffs
have accessed or used the analyses completed by Ancestry as
contemplated by the Terms, does not support applying direct
benefits estoppel. “Even assuming that [plaintiffs have] bene-
fited” from the Terms, the benefit of unused DNA analyses is
“too attenuated and indirect to force arbitration under an es-
toppel theory.” Zurich Am. Ins., 417 F.3d at 688. When coupled
with the strong presumption under Illinois law disfavoring
the binding of non-signatories to arbitration, we do not
conclude that the district court abused its discretion when it
declined to apply equitable grounds to compel plaintiffs to ar-
bitrate on the record before it.
A provision in the Terms designating minor children
whose guardians activate a DNA test kit on their behalf as
Ancestry users or parties to the Terms could lead to a different

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26 No. 22-2813
result. Even if Ancestry’s future Terms include such lan-
guage, the Terms here do not.7 The limits of Illinois law can-
not be stretched to make up for that omission.
* * *
For the reasons above, we A FFIRM the district court’s
denial of Ancestry’s motion to compel arbitration.
7 Plaintiffs have argued that the lack of such a provision makes this an
easier case than A.D. Oral Arg. 21:35–22:10. In A.D., the cardholder agree-
ment detailed how someone could become an authorized user, binding
them to that agreement’s terms (though it was undisputed that neither
A.D. nor Credit One followed any step of that procedure). 885 F.3d at
1060–61. As plaintiffs argued, the Terms here do not contain any such pro-
vision by which a non-signatory becomes an Ancestry “User” bound to
the Terms. Id. at 22:10–22:20.

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