MCC Migration USA LLC et al v. UNITED CITY PARTNERS LLC et al

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE No. 25-CV-24940-LENARD/Elfenbein
MCC MIGRATION USA LLC, et al,
Plaintiffs,
v.
UNITED CITY PARTNERS LLC, et al,
Defendants.
/
REPORT AND RECOMMENDATION
THIS CAUSE is before the Court on Defendants United City Partners LLC (“UCP”) and
Carly Nguyen Thao Tran (“Tran” and collectively, “Defendants”) Expedited Motion to Compel
Arbitration (the “Motion to Compel”). See ECF No. [17]. The Honorable Joan A. Lenard referred
the Motion to the undersigned on January 15, 2026.1 	See ECF No. [18]. 	Having reviewed all
1 It does not appear that the Eleventh Circuit has determined whether motions to compel arbitration are
dispositive, and courts throughout the country are split on the issue. Some courts have determined that such
motions are non-dispositive, thereby falling within the category of motions a magistrate judge may rule upon.
See Virgin Islands Water & Power Auth. v. Gen. Elec. Int’l Inc., 561 F. App’x 131, 134 (3d Cir. 2014)
(concluding that a magistrate judge has the authority to rule on a motion to compel arbitration because such a
motion “does not dispose of the case, or any claim or defense found therein” in that “orders granting this type
of motion merely suspend the litigation while orders denying it continue the underlying litigation.”); see also
PowerShare, Inc. v. Syntel, Inc., 597 F.3d 10, 14 (1st Cir. 2010) (finding a motion to stay pending arbitration
is not dispositive, so the district court did not err in reviewing the magistrate judge’s decision on the motion
under the “clearly erroneous or contrary to law” standard in Federal Rule of Civil Procedure 72(a)); City of
Almaty, Kazakhstan v. Sater, No. 19-CV-2645-AJN-KHP, 2019 WL 6681560, at *1 (S.D.N.Y. Dec. 6, 2019)
(“Although the Second Circuit has not yet addressed the issue, a number of well-reasoned District Court
decisions within this Circuit have concluded that a motion to compel arbitration is non-dispositive, and
therefore that a Magistrate Judge may decide the motion pursuant to 28 U.S.C. § 636(b)(1)(A) and Fed. R.
Civ. P. 72(a). . .”). On the other hand, other magistrate judges have erred on the side caution, choosing to
issue a report and recommendation, finding that the law was too unclear on whether such motions were
dispositive. See Hudson v. P.I.P., Inc., No. 18-CV-61877, 2020 WL 5647009, at *1 n.1 (S.D. Fla. Mar. 13,
2020), report and recommendation adopted, No. 18-CV-61877, 2020 WL 5647051 (S.D. Fla. Apr. 2, 2020)
(determining that the “prudent approach” was to issue a report and recommendation, rather than an order, on
a motion to compel arbitration absent further guidance from the Eleventh Circuit Court of Appeals); Amat v.
Rey Pizza Corp., 204 F. Supp. 3d 1359, 1362–63, 1367-68 (S.D. Fla. 2016) (recommending that arbitration
be compelled, that the district court dismiss the case because all issues raised were arbitral, and finding that a
report and recommendation was appropriate in the absence of a ruling from the Eleventh Circuit that motions
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applicable filings and the relevant law, I RECOMMEND that the Motion to Compel, ECF No. [17],
be GRANTED.
I. 	BACKGROUND
This case arises from a business dispute between Plaintiff MCC Migration USA LLC
(“MCC”) and Ruby Law Group LLC (“RLG,” and collectively, “Plaintiffs”) and Defendants. See
ECF No. [1]. Plaintiffs allege that “MCC recruits and facilitates EB-3 visas for workers from various
countries around the world []to serve the needs of sponsoring employer companies within the United
States . . .” See id. at ¶1. “MCC provides a holistic approach to the services it provides to prospective
[e]mployees, including facilitating legal services through an independent immigration law firm,
RLG.” 	See id. at ¶¶1, 11–15, 22. 	Plaintiffs allege MCC partnered with recruiting companies
including UCP, whose principal is Tran, to place employees. See id. at ¶¶2, 5, 16.
On April 12, 2023, MCC and UCP entered into a Consulting Services Agreement which was
extended on June 1, 2024 (the “Agreement”) “through which UCP agreed to serve as MCC’s agent
and market MCC’s services to UCP’s current and future clients [] in exchange for a commission if
they became [e]mployees of a [s]ponsor.” See id. at ¶16; ECF No. [1-2]; ECF No. [1-3]. Although
the Agreement is between MCC and UCP and does not mention RLG by name, the Agreement
contemplates coordinated performance and rights held by MCC and the “Immigration Attorney.”
See ECF No. [1-3] at ¶¶1(f)-(h), 1(n), 2(b), 2(j). The Complaint alleges that “UCP, MCC, and RLG
entered a working relationship that facilitated nearly 200 [e]mployee placements.” See ECF No. [1]
at ¶2. The Complaint further alleges that “[a]t all relevant times, RLG served as the ‘Immigration
to compel arbitration are non-dispositive motions); Dumas v. Warner Literary Grp., LLC, No. 16-CV-00518-
RM-NYW, 2016 WL 9344244, at *2 (D. Colo. Aug. 8, 2016) (recognizing “that the law in the Tenth Circuit
is unclear as to whether motions to compel arbitration are dispositive for purposes of 28 U.S.C. § 636(b)(1)”).
Given the uncertainty as to whether the Motion to Compel here constitutes a dispositive motion and the
undersigned’s conclusion that all claims are subject to arbitration and should, therefore, be dismissed, the
undersigned likewise errs on the side of caution and issues a Report and Recommendation.
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Attorney,’ as the term is defined in the Operative Agreement and the individual agreements executed
between MCC and Clients[.]” See id. at ¶22.
The Agreement also includes non-disparagement and dispute resolution provisions. See id.
at ¶¶6, 12. 	Specifically, the dispute resolution provision states that all disputes arising from the
Agreement — including alleged material breaches — must follow a process of written notice and
meet-and-confer, then nonbinding mediation, and if still unresolved, final binding arbitration (the
“Dispute Resolution Provision”). 	See id. at ¶6. The Dispute Resolution Provision also states that
this process must be followed “unless the parties have mutually agreed to another course of action to
resolve such dispute[.]” See id. The Agreement states that “[n]either this Agreement nor any terms
hereof may be modified, amended, waived, or terminated except by an instrument in writing signed
by the party against whom enforcement thereof is sought.” See id. at ¶16(b).
After the relationship soured in mid-2025, on October 24, 2025, Plaintiffs filed this action
asserting that, instead of using the Agreement’s Dispute Resolution Provision process, Defendants
engaged in a campaign of public and private disparagement, regulatory complaints, and client
solicitation in violation of the Agreement and applicable tort law. 	See ECF No. [1] at ¶¶23–32.
Plaintiffs also allege Defendants encouraged clients to breach their placement agreements by
diverting installment payments to Defendants. 	See id. at ¶¶33–36. 	The Complaint alleges four
counts: (1) breach of contract against UCP (Count I); (2) defamation per se against UCP and Tran
(Count II); (3) a claim for injunctive relief against UCP and Tran (Count III); and (4) tortious
interference with business relationships against UCP and Tran (Count IV). See id. at 11-15.
On November 25, 2025, Plaintiffs filed their Amended Expedited Motion for Preliminary
Injunction (the “Motion for Preliminary Injunction”). 	See ECF No. [8]. 	In their Motion for
Preliminary Injunction, Plaintiffs ask for an expedited hearing and contend Defendants’ conduct has
continued to harm them during the litigation. 	See id. at 1-2. 	Plaintiffs seek an order requiring
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removal of defamatory online comments allegedly posted by, or at the direction of, Defendants and
an injunction restraining Defendants from violating the Agreement. See id. at 15. They also request
injunctions barring further defamation and barring interference with MCC’s client contracts, plus an
award of attorney’s fees under section 7 of the Agreement. See id.
On December 9, 2025, Defendants responded to the Motion for Preliminary Injunction,
arguing that Plaintiffs cannot satisfy the “extraordinary remedy” requirements — especially a
substantial likelihood of success and irreparable harm — because Plaintiffs allegedly rely on
conclusory assertions and a self-serving affidavit rather than credible evidence tying Defendants to
the client complaints or negative reviews. 	See ECF No. [10] at 2-8. 	Defendants argue MCC
committed a prior material breach by failing to timely pay commissions allegedly owed to UCP for
referred clients (citing an internal audit), which they say excuses UCP’s performance and defeats the
contract claim, and they contend that any allegedly defamatory statements are true and, in any event,
Plaintiffs have not shown falsity. See id. They also argue Plaintiffs’ claimed harms are economic
and compensable by money damages, the balance of equities and public interest do not favor gagging
Defendants’ communications with clients, and if any injunction issues, the Court should require a
substantial bond. 	See id. at 9-12. 	On December 29, 2025, Defendants filed their Answer and
Affirmative Defenses to the Complaint denying the claims. See ECF No. [12]. On January 12, 2026,
Defendants filed a Stipulation for Substitution of Counsel changing their lead counsel. See ECF No.
[16].
On January 13, 2026, Defendants filed this Motion to Compel seeking to compel arbitration
pursuant to the Dispute Resolution Provision. 	See ECF No. [17]. 	They contend all of Plaintiffs’
claims — including the tort counts — are covered because they are based on the same alleged
contractual relationship and duties and are therefore intertwined with the alleged breaches. See id.
at 5-7. Defendants also argue there is no waiver despite early litigation activity because the case is
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at an early stage with no discovery underway, so they seek an order compelling arbitration and
staying, or dismissing, the federal case while arbitration proceeds. See id. at 7-11.
Plaintiffs oppose arbitration primarily on waiver, arguing Defendants waived any right to
arbitrate both before suit and during this litigation. See ECF No. [23] at 1-3. Before filing, Plaintiffs
contend Defendants ignored the Agreement’s Dispute Resolution Provision and instead pursued an
extra-judicial campaign — public postings and communications and the filing (or encouragement of
the filing) of complaints with third parties and agencies — rather than invoking the contract’s
required dispute resolution process. See id. at 7-8. After suit was filed, Plaintiffs argue Defendants
knowingly chose to litigate in federal court by filing their Answer and Affirmative Defenses and a
jury demand, opposing the preliminary injunction on the merits, participating in the preliminary
injunction status conference, and only moving to compel arbitration on the eve of the preliminary
injunction hearing. 	See id. at 8-10. 	Plaintiffs also contend the Motion to Compel overreaches
because key parties are non-signatories — Tran and RLG are not parties to the Agreement — and
some claims fall outside the scope of the Dispute Resolution Provision, so Defendants cannot compel
arbitration. See id. at 12-13.
In their Reply, Defendants argue that they have not waived the right to arbitrate because they
did not intentionally relinquish their right to arbitration and did not substantially invoke the litigation
process — emphasizing the early posture and lack of discovery. See ECF No. [25] at 2-5. Defendants
also argue Tran can compel arbitration under the equitable estoppel exception, which allows a
nonsignatory defendant to compel arbitration where “allegations against the signatory defendants and
nonsignatory defendants consist of interdependent and concerted misconduct.” See id. at 6 (quoting
Revelex Corp. v. World Travel Holdings, Inc., No. 07-CV-80002, 2007 WL 1296457, at *5 (S.D. Fla.
May 1, 2007)). Because the tort counts against UCP and Tran are based on the same operative facts
and alleged concerted misconduct tied to the contract dispute, at a minimum, Defendants ask the
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Court to compel arbitration of the contract claim and stay the rest of the case pending arbitration.
See id. at 7-8.
II. 	LEGAL STANDARDS
The United States Supreme Court describes section 2 of the Federal Arbitration Act (“FAA”)2
as its “centerpiece provision[,]” which makes a written agreement to arbitrate “valid, irrevocable, and
enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.”
Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 625 (1985) (quoting 9
U.S.C. § 2). 	“The ‘liberal federal policy favoring arbitration agreements’” “manifested by this
provision and the Act as a whole, is at bottom a policy guaranteeing the enforcement of private
contractual arrangements: the Act simply ‘creates a body of federal substantive law establishing and
regulating the duty to honor an agreement to arbitrate.’” Id. (quoting Moses H. Cone Mem’l Hosp.
v. Mercury Constr. Corp., 460 U.S. 1, 24 (1983)). Moreover, the Supreme Court has acknowledged
that “[t]he preeminent concern of Congress in passing the Act was to enforce private agreements into
which parties had entered,” a concern which “requires that we rigorously enforce agreements to
arbitrate.” See id. (quoting Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213, 221 (1985)). Although
the FAA embodies a liberal federal policy favoring arbitration, that policy does not override the
principle that arbitration is a matter of contract. See Morgan v. Sundance, Inc., 596 U.S. 411, 418
(2022) (citing Dean Witter Reynolds, 470 U.S. at 218–221). 	Accordingly, courts must enforce
arbitration provisions according to their terms and may not compel arbitration of matters outside the
scope of the agreement. See id. (citing Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S.
395, 404, n. 12 (1967)).
2 The Parties apply the FAA and case law interpreting the FAA to the Agreement, but do not state whether the
FAA should apply. Courts consistently hold that employment, franchising, consulting, and service agreements
like this one “involve commerce” and thus fall within the FAA’s scope. See Circuit City Stores, Inc. v. Adams,
532 U.S. 105, 119 (2001) (holding that the FAA applies to employment contracts, except for transportation
workers expressly exempted by § 1); Paladino v. Avnet Computer Techs., Inc., 134 F.3d 1054, 1060 (11th Cir.
1998). Accordingly, the Court finds that the FAA applies to the Agreement.
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When ruling on a motion to compel arbitration, courts “consider three factors: (1) whether a
valid agreement to arbitrate exists, (2) whether an arbitrable issue exists, and (3) whether the right to
arbitrate was waived.” Nat’l Auto Lenders, Inc. v. SysLOCATE, Inc., 686 F. Supp. 2d 1318, 1322
(S.D. Fla. 2010), aff’d, 433 F. App’x 842 (11th Cir. 2011) (citing Integrated Sec. Services v. Skidata,
Inc., 609 F. Supp. 2d 1323, 1324 (S.D.Fla.2009)). Because the Parties do not dispute whether a valid
agreement to arbitrate exists here, the Court focuses the legal standards on the second and third
factors.
Starting with the second factor, when a party moves to compel arbitration under the FAA, the
court must determine whether the parties’ agreement to arbitrate reaches the claims presented. See
Mitsubishi, 473 U.S. at 626, 628. When interpreting the scope of an arbitration clause, the Eleventh
Circuit distinguishes between broad and narrow language. Arbitration clauses that cover claims
“arising out of or relating to” the agreement are construed broadly, encompassing tort and statutory
claims that bear a significant relationship to the contract. See Gregory v. Electro-Mechanical Corp.,
83 F.3d 382, 384-86 (11th Cir. 1996). By contrast, clauses that cover only claims “arising out of”
the agreement are interpreted more narrowly and apply only to disputes that are directly based on the
agreement’s terms and performance. See id.; Telecom Italia, SpA v. Wholesale Telecom Corp., 248
F.3d 1109, 1115-16 (11th Cir. 2001). 	In assessing whether a claim “arises out of” an agreement,
courts examine the factual allegations underlying the claim to determine “whether the tort or breach
in question was an immediate, foreseeable result of the performance of contractual duties.” 	See
Telecom, 248 F.3d at 1116. If the tortious conduct is not dependent on the contractual terms or duties
and could stand alone regardless of the existence of the contract, it falls outside the arbitration clause.
See id.
An additional issue presented under this factor is whether a non-signatory may compel or be
compelled to arbitrate, and state contract law governs whether an arbitration clause can be enforced
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against or by that non-signatory. See Kroma Makeup EU, LLC v. Boldface Licensing & Branding,
Inc., 845 F.3d 1351, 1354 (11th Cir. 2017) (citing Lawson v. Life of the S. Ins. Co., 648 F.3d 1166,
1170 (11th Cir. 2011)). Under Florida law, doctrines that are sometimes invoked to bind or benefit
non-signatories include equitable estoppel and related agent, officer, and director principles, but these
doctrines are limited. See id. Looking at equitable estoppel, Florida law interprets this exception as
a two-step inquiry. See id. (citing Koechli v. BIP International, Inc., 870 So. 2d 940 (Fla. 1st DCA
2004)). 	A non-signatory may compel arbitration only if: (1) the signatory’s claims rely on the
contract containing the arbitration clause making it inequitable to accept the contract’s benefits while
avoiding arbitration; and (2) the dispute still falls within the scope of the arbitration clause as written
and does not expand a clause beyond what the signatories agreed to arbitrate. See id. (citing Koechli,
870 So. 2d 940).
Relatedly, Florida courts may treat certain non-signatories — typically agents, officers,
directors, or entities that received rights and assumed obligations under the agreement — as within
the arbitration clause’s coverage where the claims against them arise from actions taken in that
representative capacity and are tightly connected to the contract. See id. (citing Koechli, 870 So. 2d
at 946; Ocwen Fin. Corp. v. Holman, 769 So. 2d 481, 483 (Fla. 4th DCA 2000); Turner Constr. Co.
v. Advanced Roofing, Inc., 904 So. 2d 466, 470 (Fla. 3d DCA 2005)). But that extension is not
automatic; the relationship and the contract language matter, and Florida courts have emphasized that
the agent, officer, or director relationship can be “critical” to applying the exception. See id.
Turning next to the third factor —waiver, the right to arbitrate, like any contractual right, may
be waived. 	In assessing waiver in the arbitration context, courts apply ordinary waiver principles
and 	ask 	whether 	the 	party 	seeking 	arbitration 	knowingly 	relinquished 	the 	right 	by 	acting
inconsistently with that right. See Morgan, 596 U.S. at 419. In deciding whether a party has waived
or relinquished its right to arbitrate, the Eleventh Circuit applies “the totality of the circumstances”
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test to determine whether “the party has acted inconsistently with the arbitration right.” See Merritt
Island Woodwerx, LLC v. Space Coast Credit Union, 137 F.4th 1268, 1274 (11th Cir. 2025) (quoting
Bedgood v. Wyndham Vacation Resorts, Inc., 88 F.4th 1355, 1369 (11th Cir. 2023)) (internal
quotations and citations omitted). 	The Eleventh Circuit also finds waiver “when parties have
‘invoked the litigation machinery’ before reversing course and claiming that arbitration was the
proper avenue all along.” See Payne v. Savannah Coll. of Art & Design, Inc., 81 F.4th 1187, 1201
(11th Cir. 2023) (quoting Gutierrez v. Wells Fargo Bank, NA, 889 F.3d 1230, 1236 (11th Cir. 2018))
(alteration adopted and quotation omitted). 	“Because federal law favors arbitration, any party
arguing waiver of arbitration bears a heavy burden of proof.” Belke v. Merrill Lynch, Pierce, Fenner
& Smith, 693 F.2d 1023, 1025 (11th Cir. 1982) (citing Sibley v. Tandy Corp., 543 F.2d 540, 542 (5th
Cir. 1976), cert. denied, 434 U.S. 824 (1977)).
III. 	DISCUSSION
As explained above, to determine whether Plaintiffs’ claims are subject to arbitration, the
Court must consider (1) “whether a valid agreement to arbitrate exists,” (2) “whether an arbitrable
issue exists,” and (3) “whether the right to arbitrate was waived.” Nat’l Auto Lenders, 686 F. Supp.
2d at 1322 (citing Integrated Sec. Services, 609 F. Supp. 2d at 1324). Because no dispute exists as
to whether a valid agreement to arbitrate exists, the Court will not focus its analysis on this factor.
Instead, the Court will address the second and third factors to determine whether the Motion to
Compel should be granted.
A. Defendants Have Not Waived the Right to Arbitrate
Plaintiffs’ principal argument against enforcement of the Dispute Resolution Provision is
waiver, so the Court addresses that factor first. Indeed, Plaintiffs contend that Defendants waived
arbitration through pre-suit conduct that bypassed the contractual process and post-suit litigation
conduct before moving to compel. 	See ECF No. [23] at 6-10. 	Pre-suit, they contend Defendants
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ignored the Agreement’s Dispute Resolution Provision and instead pursued an extra-judicial
campaign — public disparagement, client-directed complaints, and agency filings — rather than
invoking the contractual process. See id. at 7-8. Post-suit, Plaintiffs argue Defendants doubled down
on litigation conduct by answering with affirmative defenses without raising the arbitration issue,
opposing the preliminary injunction on the merits, participating in preliminary injunction scheduling,
and only moving to compel arbitration on the eve of the preliminary injunction hearing — conduct
Plaintiffs say reflects a choice to litigate in federal court rather than arbitrate. 	See id. at 8-9.
Defendants, in turn, argue that a totality-of-the-circumstances test applies, waiver turns on whether
they substantially participated in the litigation, and because this case remains at an early stage with
no meaningful discovery, there has been no waiver. See ECF No. [17] at 7-8.
As previously stated, waiver of the right to arbitrate is generally decided under federal law,
guided by the FAA’s federal policy favoring arbitration. See Mitsubishi, 473 U.S. at 625 (quoting
Moses H. Cone Mem’l Hosp., 460 U.S. at 24). The Eleventh Circuit decides waiver under a totality-
of-the-circumstances test that asks whether the party acted inconsistently with the right to arbitrate,
including by invoking the litigation machinery before later seeking to arbitrate. See Merritt Island,
137 F.4th at 1274; Bedgood, 88 F.4th at 1369; Payne, 81 F.4th at 1201; Gutierrez, 889 F.3d at 1236.
Further, as the Supreme Court explained in Morgan, prejudice to the non-moving party is not part of
the calculus and instead the focus of the waiver inquiry is on whether the movant knowingly
relinquished the right by acting inconsistently with it. See Morgan, 596 U.S. at 419. Applying that
standard here, the Court finds Plaintiffs have not carried their burden to establish waiver on the
present record.
The conduct Plaintiffs emphasize, i.e., Defendants’ Answer, preliminary injunction briefing,
and a status conference, can be viewed as inconsistent in isolation, but the timing and overall posture
matter. Defendants’ Motion to Compel came relatively early in the case timeline, fourteen days after
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Defendants filed their Answer and before discovery was exchanged or pursued. 	Similarly, in
Amargos v. Verified Nutrition LLC, the defendant: (1) filed an answer that did not mention
arbitration; (2) participated in early case-management steps; (3) selected a mediator; and then (4)
moved to compel arbitration two months after filing its answer. See Amargos v. Verified Nutrition,
LLC, 653 F. Supp. 3d 1269, 1276 (S.D. Fla. 2023). The district court emphasized that the case was
“in its infancy,” that “limited judicial resources” had been used, and that there was “no judicial
involvement on the merits,” and it credited the record showing the defendant communicated its intent
to seek arbitration and moved soon thereafter. See id.
Consistent with Amargos’s “infancy and no-discovery” framing, the absence of discovery and
any merits adjudication weigh in favor of finding no waiver. Additionally, the procedural posture
here is even more truncated than the one in Amargos. Defendants filed the Motion to Compel within
fourteen days of their Answer and about two months after the Complaint’s filing. 	Additionally,
Plaintiffs pursued an expedited preliminary injunction track, which required reflexive responses from
Defendants to preserve the status quo and avoid immediate injunctive relief even before Defendants’
response to the Complaint was due. That context makes Defendants’ opposition to the Motion for
Preliminary Injunction and participation in early scheduling less indicative of an intentional choice
to litigate in court and more consistent with short-term, compelled participation while threshold
forum issues are evaluated. Although Defendants’ response to the Motion for Preliminary Injunction
may have substantive arguments, the Court has yet to decide the merits of those arguments.
Additionally, Defendants point to the substitution of counsel as a reasonable explanation for the
timing of the Motion to Compel. 	New counsel appeared on January 12, 2026, and Defendants
represent that the arbitration issue was promptly identified and pursued thereafter, in advance of the
scheduled preliminary injunction hearing. 	This supports an inference — again consistent with
Amargos’s focus on early posture and limited judicial investment — that the Motion reflects a prompt
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effort to enforce the contractual forum once identified, rather than gamesmanship after testing the
waters in court or the sort of intentional abandonment that warrants forfeiture of the agreed arbitral
forum.
Plaintiffs’ reliance on pre-suit conduct also does not demonstrate a knowing relinquishment
of the right to arbitrate. The pre-suit allegations go to the merits and to whether a breach occurred,
but they do not constitute a knowing relinquishment of arbitration because they are not litigation
conduct and do not reflect a forum election. Accordingly, the pre-suit conduct does not provide a
sufficient basis to find that Defendants have waived their right to arbitration.
Here, the Court concludes that, under the totality of the circumstances, Defendants, having
moved to compel arbitration within two weeks of filing their Answer and Affirmative Defenses, prior
to engaging in any discovery and prior to the Court issuing any substantive rulings, have not acted
inconsistent with their right to arbitrate and have not otherwise invoked the litigation machinery
before seeking to arbitrate.
B. Plaintiffs’ Claims Are Arbitrable
The Court must next decide whether the Dispute Resolution Provision reaches the claims in
the Complaint. The Court starts its analysis by looking at each individual claim within the Complaint
to determine whether it is arbitrable and then by determining whether the non-signatories to the
Agreement may be compelled to arbitrate.
a. 	The Claims
To recap, the Agreement’s Dispute Resolution Provision states that “[a]ll disputes arising out
of the terms of this Agreement” must proceed through written notice and meet-and-confer, followed
by nonbinding mediation, and — if still unresolved — final, binding arbitration. See ECF No. [1-3]
at ¶6. 	Starting with Count I, Plaintiff’s breach-of-contract claim against UCP turns on alleged
violations 	of 	the 	Agreement’s 	terms, 	including 	non-disparagement 	and 	interference-related
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obligations. See ECF No. [1] at ¶¶37-44. Applying the federal substantive law of arbitrability, the
Court concludes UCP and MCC agreed to arbitrate this dispute, and the contract claim falls
comfortably within the clause’s broad “arising out of” language. See Moses H. Cone Mem’l Hosp.,
460 U.S. at 24–25; Morgan, 596 U.S. at 418 (“[A] court must hold a party to its arbitration contract
just as the court would to any other kind.”)
The same conclusion follows for the tort-based counts. The Dispute Resolution Provision’s
language, “[a]ll disputes arising out of the terms of this Agreement…, including but not limited to a
dispute concerning whether an alleged material breach of the Agreement occurred or was cured,”
reaches the tort claims as they are rooted in, dependent on, or inextricably intertwined with the
Parties’ contractual rights and duties. 	See ECF No. [1-3] at ¶6 (emphasis added). 	In determining
whether the tort claims alleged in this case fall within the scope of the Dispute Resolution Provision,
the Court looks to the Eleventh Circuit’s guidance in Telecom, which squarely addressed the
interpretation of an arbitration clause limited to disputes “arising out of” the agreement. 248 F.3d at
1116. There, the Eleventh Circuit held that such clauses must be construed narrowly, applying only
to disputes that are an “immediate, foreseeable result of the performance of contractual duties.” Id.
The appellate court rejected arbitration where the tortious interference claim was not based on duties
created by the contract, but rather on independent conduct by a non-signatory. See id. The contract
was merely background to the dispute and not central to resolving the claim, as the alleged
wrongdoing did not require interpreting or enforcing the agreement. See id. The Eleventh Circuit
emphasized that factual connection alone is insufficient — claims must be a direct and foreseeable
result of contractual performance to fall within such a clause. See id. This reasoning mirrors McBro
Planning & Dev. Co. v. Triangle Electric Constr. Co., 741 F.2d 342 (11th Cir. 1984), where the court
compelled arbitration because the tort claims were based on conduct — delays and coordination
issues — directly tied to the parties’ obligations under the contract, making the dispute arise from
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the agreement’s performance. 	Similarly, in Gregory, the Eleventh Circuit found that a retaliatory
discharge claim arose out of the employment agreement because it was inseparable from the
employment relationship, even though styled as a statutory tort. 83 F.3d at 382. On the other hand,
the court in Doe v. Princess Cruise Lines, Ltd., 657 F.3d 1204 (11th Cir. 2011) declined to compel
arbitration where the tort claim for sexual assault was unrelated to the terms or performance of the
employment agreement and rested on duties external to the contract.
Applying this line of authority, the tort claims here — defamation and tortious interference
— are not based on duties imposed by law alone, but rather on communications and conduct between
the Parties tied directly to their performance under the Agreement. The Complaint pleads defamation
(Count II) and tortious interference (Count IV) as part of the same contractual fallout and alleged
“campaign,” framing the alleged statements and conduct as accusing Plaintiffs of failing to perform
duties under the Agreement and as violating contractual non-disparagement obligations. 	See ECF
No. [1] at 13-15. The defamation claim alleges that Defendants made statements accusing Plaintiffs
of “failing to perform their duties under the Operative Agreement,” tying the alleged defamation
directly to contract performance and the parties’ contractual obligations. 	See id. at 13. 	Likewise,
tortious interference is pleaded as part of the same alleged course of conduct — Defendants’ “false
and defamatory statements” and efforts to induce clients to sign “addendums” affecting payment and
performance — again arising out of the contractual relationship at the center of this dispute. See id.
at 15. As in McBro and Gregory, the dispute stems from a breakdown in contractual cooperation,
including client servicing, business communications, and expectations outlined in the Agreement.
Unlike Telecom or Doe, the contract here is not incidental but central to the claims. Accordingly,
under the narrow but controlling standard, the tort claims “arise out of” the agreement and are within
the scope of the arbitration clause.
The Complaint’s injunctive relief count (Count III) is not a free-standing equitable claim
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untethered to the Agreement either; it expressly realleges the earlier factual allegations and alleges
irreparable harm from “ongoing contractual breaches” and continued breaches of the non-
disparagement provision, and it seeks an injunction to stop the “breaching conduct” and unwind
actions taken in connection with the Parties’ contractual relationship. See id. at 115. Under Eleventh
Circuit precedent, courts focus on whether the factual basis for a claim is sufficiently connected to
the contract. In McBro, the court compelled arbitration where the claims — though styled as torts
— arose from a dispute over contract performance. 	741 F.2d at 342. 	Similarly, in Gregory, the
Eleventh Circuit explained that even statutory or equitable relief can be arbitrable if the claim arises
from the parties’ relationship defined by the contract. 83 F.3d at 382. Plaintiffs’ framing of Count
III places it squarely within disputes “arising out of the terms” of the Agreement because the
requested injunction depends on adjudicating whether Defendants are breaching contractual duties
and what contractual rights and obligations the Parties have. Thus, the Court concludes that all claims
within the Complaint are arbitrable.
b. 	The Non-Signatories
The Court next turns to whether the two non-signatories to the agreement — Tran and RLG
— can be compelled to arbitrate their claims. The Court first starts its analysis with Tran and then
turns to RLG as their respective relationships to the arbitration agreement require their own nuanced
analysis.
Starting with Tran, as explained above, this Defendant is named in her individual capacity
alongside UCP on Counts II through IV. Because Tran did not sign the Agreement in her individual
capacity, she may be permitted to invoke arbitration only if a recognized state-law doctrine permits
non-signatory enforcement. Florida law recognizes a narrow, fact-dependent pathway under which
officers, agents, and directors of a signatory may be treated as entitled to invoke (and in appropriate
circumstances be bound by) the entity’s arbitration clause where the claims against the individual
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arise from actions taken in that representative capacity in connection with the contract. 	See, e.g.,
Kroma, 845 F.3d at 1354-55; Lubin v. Starbucks Corp., 122 F.4th 1314, 1321 (11th Cir. 2024)
Koechli, 870 So. 2d at 946; Ocwen, 769 So. 2d at 483; Turner, 904 So. 2d at 470. 	The Eleventh
Circuit has also cautioned, however, that non-signatory doctrines cannot be used to “alter and
expand” an arbitration clause beyond its scope; the analysis must remain anchored to what the
contracting parties agreed to arbitrate. See Kroma, 845 F.3d at 1356; see also Lubin, 122 F.4th at
1321.
Those principles, applied to the claims here, support compelling arbitration as to Tran. First,
the Court has already determined that the tort counts against UCP fall within the arbitration clause’s
scope because Plaintiffs plead those claims as arising from the contractual relationship and as bound
up with contractual performance and non-disparagement duties. Compelling arbitration of the same
dispute as to Tran, therefore, does not “expand” the clause’s subject-matter reach; it applies the
Court’s scope determination to the corporate actor Plaintiffs allege carried out the conduct on UCP’s
behalf. See Kroma, 845 F.3d at 1356. Second, the Complaint does not plead the challenged conduct
as isolated, purely personal wrongdoing unrelated to UCP’s business relationship with MCC. See
ECF No. [1] at 11-17. Instead, it repeatedly alleges coordinated actions by “UCP and Tran” as part
of the same campaign, including statements that Plaintiffs failed to perform duties under the
Agreement and conduct intended to redirect client payments and disrupt the contractual arrangement.
See id. Additionally, the Complaint alleges that Tran is the sole owner and principal of UCP and that
his 	allegedly 	tortious 	conduct 	— 	including 	interfering 	with 	Plaintiffs’ 	responsibilities 	and
misappropriating client relationships — was undertaken in furtherance of UCP’s contractual
dealings. See id. On these allegations, Tran is sued for actions that are, as pleaded, inseparable from
his role as UCP’s principal and agent in the Parties’ commercial relationship — placing this case
within the agent line of Florida authority rather than the category of cases where a non-signatory is
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merely adjacent to the dispute. See, e.g., Kroma, 845 F.3d at 1354-55; Koechli, 870 So. 2d at 946;
Ocwen, 769 So. 2d at 483; Turner, 904 So. 2d at 470.
Because the claims against Tran are based on the same operative facts and obligations as
those asserted against UCP under the Agreement, and because Tran’s actions are alleged to have
been carried out in her representative capacity, the Court finds the officer-agent exception applies
and permits Tran to invoke the arbitration clause. Accordingly, the Court concludes that Tran can
compel arbitration for Counts II through IV.
Turning next to RLG, Defendants argue that RLG is an intended third-party beneficiary of
the Agreement and, therefore, should be compelled to arbitrate. See ECF No. [17] at 4, n.3. Under
Florida law, as applied by the Eleventh Circuit, a non-signatory may enforce or be bound by an
arbitration agreement only if the contracting parties clearly intended to confer a direct benefit upon
the non-signatory, the benefit is not merely incidental, and the non-signatory is part of a clearly
defined class the contract was intended to benefit. See Lubin v. Starbucks Corp., 122 F.4th 1314,
1322 (11th Cir. 2024); Belik v. Carlson Travel Grp., Inc., 864 F. Supp. 2d 1302, 1312 (S.D. Fla.
2011). Moreover, under Eleventh Circuit precedent, a non-signatory asserting a breach of contract
claim may be bound by the agreement’s arbitration provision if it seeks to enforce the contract as a
third-party beneficiary. 	In Lubin, the Court explained that “under Florida law, the third-party
beneficiary exception to the general rule against binding a non-party arises ‘when a third-party
beneficiary sues to enforce a contract between other parties,’” in which case the beneficiary “‘will
usually be bound by an arbitration clause contained in that contract.’” 122 F.4th at 1322 (quoting
Jacocks v. Cap. Com. Real Est. Grp., Inc., 310 So. 3d 71, 73 (Fla. 4th Dist. Ct. App. 2021)). This
exception does not apply when the third party asserts a claim independent of the contract, such as a
statutory or tort claim disconnected from contractual duties. See id.
Here, the Agreement defines the “Immigration Attorney” and lists obligations UCP has to the
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Immigration Attorney and what rights and duties the Immigration Attorney has under the Agreement,
including providing “all legal services” and the right to directly contact the clients and agents. See
ECF No. [1-3] at ¶¶1(f)-(h), 1(m)(iii)-(v), 1(n), 2(b), 2(j). Plaintiffs allege that “at all relevant times,
RLG served as the ‘Immigration Attorney,’ as the term is defined in the []Agreement and the
individual agreements executed between MCC and Clients.” See ECF No. [1] at ¶¶22, 39. Plaintiffs
further allege that Defendants breached the Agreement by excluding it from client communications,
interfering with its role under the contracts, and disrupting the contractual structure. See id. at ¶¶38-
44. These allegations assert not just incidental harm but a direct violation of contractual duties RLG
claims were owed to it under the terms of the Agreement.
Because the Complaint alleges that RLG served in the defined role of “Immigration Attorney”
under 	the 	Agreement 	and 	that 	Defendants 	interfered 	with 	it 	carrying 	out 	its 	contractual
responsibilities, the Court finds that RLG is not seeking to enforce incidental interests but rather
alleging deprivation of benefits and performance under the Agreement expressly contemplated for
that role. 	Indeed, the Agreement defines the “Immigration Attorney” as part of its operational
framework, reflecting the Parties’ intent to benefit a specific and identifiable individual. See Belik,
864 F. Supp. 2d at 1312. Plaintiffs have not meaningfully rebutted RLG’s status as a beneficiary in
their opposition, and Florida law recognizes that such intended beneficiaries, when suing to enforce
the contract, are subject to its arbitration provision. See Lubin, 122 F.4th at 1322; Jacocks, 310 So.
3d at 73; Belik, 864 F. Supp. 2d at 1312. Accordingly, the Court finds that RLG qualifies as a third-
party beneficiary bound by the arbitration clause.
In sum, the Court concludes that all claims in Plaintiff’s Complaint involving all Parties to
this action are arbitrable. Having found that all three factors to compel arbitration are satisfied, the
Court concludes that the Motion to Compel should be granted.
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IV. 	CONCLUSION
For the foregoing reasons, I respectfully RECOMMEND the following:
1. 	Defendants’ Motion to Compel Arbitration, ECF No. [17], be GRANTED and
Plaintiffs’ claims be compelled to arbitration pursuant to the Dispute Resolution
Provision , ECF No. [1-3] at ¶6.
2. 	The Court DISMISS this case as all claims are subject to arbitration, and no useful
purpose would be served by staying this action. See Caley v. Gulfstream Aerospace
Corp., 428 F.3d 1359, 1379 (11th Cir. 2005); Lambert v. Austin Indus., 544 F.3d 1192,
1195 (11th Cir. 2008).
3. 	Plaintiffs’ Expedited Motion for Preliminary Injunction, ECF No. [7], and Plaintiffs’
Amended Expedited Motion for Preliminary Injunction, ECF No. [8], be DENIED
AS MOOT.
Pursuant to Local Magistrate Rule 4(b), the parties will have fourteen (14) days from the date
of being served with a copy of this Report and Recommendation within which to file written
objections, if any, with the Honorable Joan A. Lenard, United States District Judge. Failure to timely
file objections shall bar the parties from a de novo determination by the District Judge of an issue
covered in the Report and shall bar the parties from attacking on appeal unobjected-to factual and
legal conclusions contained in this Report except upon grounds of plain error if necessary in the
interest of justice. See 28 U.S.C. § 636(b)(1); Thomas v. Arn, 474 U.S. 140, 149 (1985); Henley v.
Johnson, 885 F.2d 790, 794 (11th Cir. 1989); 11th Cir. R. 3-1.
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RESPECTFULLY SUBMITTED in Chambers in Miami, Florida on January 30, 2026.
MARTY FULGUEIRA ELFENBEIN
UNITED STATES MAGISTRATE JUDGE
Copies to:
Counsel of Record
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