Read What You Sign by Lionel M. Schooler, FCIArb Jackson Walker LLP1

INTRODUCTION. In Pott v. World Capital Properties, Ltd., ____ F.4th ____, 2025 WL 2719789 (11th Cir. Sept. 24, 2025), the United States Court of Appeals for the Eleventh Circuit addressed the question of the scope and breadth of a clause pertaining to an agreement to arbitrate pursuant to the New York Convention.

BACKGROUND. In 2010, Mr. Pott entered into a stock option agreement with World Capital Properties (“WCP”). Gonzalo Lopez-Jordan was not a party to that Agreement. The Agreement contained an arbitration clause calling for submission to arbitration of any claim related to the Agreement to be conducted by the International Chamber of Commerce.

INITIATION OF ARBITRATION. In 2014, Mr. Pott filed a request for arbitration before the ICC, alleging that WCP and Santiago Steed had breached the Agreement. Mr. Pott also named Mr. Lopez-Jordan individually as a respondent. Mr. Lopez-Jordan objected repeatedly to the jurisdiction of the ICC. Even so, when the ICC circulated its “Terms of Reference” identifying the issues to be adjudicated by the arbitral tribunal, which included the issue of arbitrability, Mr. Lopez-Jordan signed this document. The tribunal later issued an award which, in part, found Mr. Lopez-Jordan liable for damages for breach of agreement.

Mr. Pott thereafter sought confirmation of the Award pursuant to the Federal Arbitration Act and Article IV of the Inter-American Convention on International Commercial Arbitration or, alternatively, pursuant to Article III of the New York Convention. In doing so, he specifically contended that Mr. Lopez-Jordan had failed to comply with the tribunal’s ruling. The District Court ruled in favor of Mr. Pott on all matters.

ISSUE PRESENTED. Whether under the New York Convention’s “agreement in writing” requirement, the District Court properly exercised subject matter jurisdiction over Mr. Lopez-Jordan to enforce the Award, and whether the Award could be confirmed against Mr. Lopez-Jordan as a non-signatory to the original agreement.

JUDICIAL ANALYSIS. Regarding the requirement of Article IV of the New York Convention for presentation of the original agreement, that is, the requirement an agreement had to be in writing signed by the parties or contained in an exchange of correspondence, the Court of Appeals held that enforcement was not precluded against a non-signatory.

Rather, it opined that the tribunal correctly imposed liability upon Mr. Lopez-Jordan on the basis of piercing the corporate veil.

Further, the Court of Appeals determined that Mr. Lopez-Jordan’s request to the tribunal to resolve his objection to jurisdiction showed his participation in the arbitration proceeding. Further, and more to the point, the Court of Appeals determined that Mr. Lopez-Jordan’s signing of the Terms of Reference issued by the tribunal granted it authority to arbitrate the issue of arbitrability. Thus, Mr. Lopez-Jordan’s signing of this instrument constituted his consent to be bound by the tribunal’s determination on arbitrability.

As for Mr. Lopez-Jordan’s corollary argument protesting the legitimacy of his “consent” to the arbitral tribunal’s entry of an adverse award on the merits, the Court of Appeals held that when Mr. Lopez-Jordan consented to jurisdiction by the tribunal, he likewise became bound by its subsequent interpretation on the merits.

CONCLUSION. The Pott decision highlights the significance of the long-standing doctrine: “read what you sign,” and the corresponding doctrine that entrusting an arbitral tribunal with the authority to determine arbitrability necessarily includes exposure to the arbitral process for all matters.