Introduction

In Miami Dolphins, Ltd. v. Engwiller, the Miami Dolphins appealed a nonfinal order “denying their motion to compel arbitration and stay litigation in [the] negligent security action” brought by Cameron Engwiller.[i] The facts of the negligent security action itself are not particularly important to the issues on appeal, which were (1) whether there was a valid agreement to arbitrate, and (2) whether Ms. Engwiller “was bound by the agreement through agency principles.”[ii] The Third DCA ultimately answered “yes” to both questions and reversed the trial court’s order.[iii] This case demonstrates some important considerations for companies hoping to rely on arbitration agreements contained in their web-based products or portals.

Relevant Background

Ms. Engwiller attended a Dolphins game at Hard Rock Stadium in late 2022, with tickets that Ms. Engwiller’s mother (“Mother”) accepted from her employer.[iv] Mother originally created her account with the Dolphins Account Manager in 2019.[v] “Five days before” the game, Mother “accepted the tickets from her employer by logging into the Dolphins Account Manager website on her mobile device.”[vi] “Between the user log-in fields and the ‘Sign In’ button, the website displayed the following notice: ‘By continuing past this page, you agree to the Terms of Use and understand that information will be used as described in both the Ticketmaster Privacy Policy and Hard Rock Stadium Privacy Policy.’”[vii] “The bolded phrases were hyperlinked and printed in aqua, a different color than the rest of the [text].”[viii] The terms of use hyperlink “directed the user to the ‘2022-2023 Hard Rock Stadium Ticketback Terms.’”[ix]

These terms included an explanation that the ticket was a “revocable license for a one-time entry into the stadium for a specified event[.]”[x] They further explained the terms of use.[xi] Within the terms there was a “broad, mandatory arbitration provision requiring all ticketholders to arbitrate their disputes in Miami with the alternative dispute resolution firm JAMS.”[xii]

“On the day of the game, [Mother] displayed the tickets on her mobile device . . . so that she, [Ms. Engwiller], and [Ms. Engwiller]’s boyfriend could enter the stadium.”[xiii] Ms. Engwiller never personally possessed any of the tickets.[xiv] After Ms. Engwiller was injured and filed suit, the trial court denied the Dolphins’ motion to compel arbitration.[xv]

What is Arbitration?

“Florida law favors arbitration, and our courts have routinely held that any doubt regarding the arbitrability of a claim should be resolved in favor of arbitration.”[xvi] Arbitration has a long-standing history in Florida as an alternative method of dispute resolution that can help adversaries resolve their disputes without clogging the already overburdened courts. Arbitration is a process by which the parties agree to have a private neutral, or panel of neutrals, hear their case.[xvii] Unlike litigation, which takes place in open court, arbitration proceedings are confidential.[xviii] Additionally, arbitration proceedings are typically streamlined, with less discovery before the final hearing.[xix]

Many plaintiffs try to avoid arbitration because it comes with limited appeal options.[xx] Arbitrators are also often seasoned professionals who are less likely to award Nuclear Verdicts®. Given that Ms. Engwiller sued the Miami Dolphins in this case, it seems reasonable to presume that the opportunity to make a jury angry was at least part of the reason she fought to keep her case in court rather than arbitration.

Why Was The Arbitration Agreement Valid?

“Because arbitration agreements are contracts, ordinary state law principles of contract formation apply.”[xxi] The contract in this case was not the type of contract where the parties negotiated over terms and can therefore be held to their agreement.[xxii] Rather, the court analyzed two (very common) types of web-based contracts: “clickwrap” agreements and “browsewrap” agreements.[xxiii] The Third District Court of Appeals had previously distinguished between the two types of web-based agreements:

A “clickwrap” agreement occurs when a website directs a purchaser to the terms and conditions of the sale and requires the purchaser to click a box to acknowledge that they have read those terms and conditions. A “browsewrap” agreement occurs when a website merely provides a link to the terms and conditions and does not require the purchaser to click an acknowledgement during the checkout process. The purchaser can complete the transaction without visiting the page containing the terms and conditions.[xxiv]

The burden of proof to enforce a browsewrap agreement is higher than to enforce a clickwrap agreement.[xxv] The agreement in this case does not fit perfectly into either category.[xxvi] The court found that it was “akin to a browsewrap agreement” because Mother “completed [the] transaction . . . without visiting the web page showing the terms and conditions.”[xxvii] But the court was persuaded that the bolding and contrasting color of the phrase “Terms of Use” was sufficiently conspicuous to place a reasonable user on notice that the phrase would contain a hyperlink to the terms themselves.[xxviii] While Mother had set up her account years prior, her explicit acceptance of the tickets when the 2022-2023 terms were in effect and the obviousness of the hyperlink to those terms rendered the arbitration agreement valid.[xxix]

Why Was Ms. Engwiller Bound Under Agency Principles?

Agency can be actual or apparent between a principal, who does the delegating, and an agent, to whom authority is delegated. “Actual authority ‘exists when a principal delegates authority to an agent by expressly authorizing the agent to do a delegable act.’”[xxx] “To establish actual authority, a [party] must prove: ‘(1) acknowledgment by the principal that the agent will act for him, (2) the agent’s acceptance of the undertaking, and (3) control by the principal over the actions of the agent.’”[xxxi] “Apparent authority is defined as the authority that ‘the principal knowingly permits the agent to assume or which he holds the agent out as possessing.’”[xxxii] “To establish apparent authority, a [party] must prove: ‘(1) a representation by the purported principal; (2) reliance on that representation by a third party; and (3) a change in position by the third party relying on the representation.’”[xxxiii] Even if an agent is unauthorized at the time they act, the principal can later “ratify” the agent’s actions by expressly or impliedly agreeing with what the agent did.

In this case, the court found even if Mother did not act with Ms. Engwiller’s authorization “when she initially obtained the tickets[,]” Ms. Engwiller later ratified Mother’s acceptance of the terms on Ms. Engwiller’s behalf by allowing Mother “to present the ticket on [Ms. Engwiller’s] behalf to enter the stadium and attend the game.”[xxxiv] The Dolphins also changed their position by allowing Ms. Engwiller into the stadium, “as they would not have admitted [her] into the stadium” without her acceptance of the terms, including the arbitration agreement.[xxxv]

Conclusion

In today’s web-based world, careful consideration of design can make all the difference in whether a company’s terms of use are enforceable. The Court in Engwiller would never have reached the question of agency if the website had a different design for the hyperlinks that led to the Dolphins’ terms of service. Companies using web-based portals should utilize bold text, different colors, capital letters, and buttons to make hyperlinks clear to their customers. Courts in Florida will not allow users to avoid their obligations under a valid contract, including arbitration, because the user chose not to click on an obvious hyperlink to review terms that included the arbitration clause. Because arbitration can be such a useful tool for avoiding Nuclear Verdicts ®, companies should implement clear and obvious design elements signaling hyperlinks anytime they rely on web-based portals for customer interaction to best protect the company during any future litigation.

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Sources

[i] Miami Dolphins, Ltd. v. Engwiller, No. 3D24-0605, 2025 WL 1064381, at *1 (Fla. 3d DCA Apr. 9, 2025).

[ii] Id.

[iii] Id.

[iv] Id.

[v] Id.

[vi] Id.

[vii] Id. (emphasis in original).

[viii] Id.

[ix] Id.

[x] Id.

[xi] Id.

[xii] Id.

[xiii] Id.

[xiv] Id.

[xv] Id.

[xvi] Id. (citing, e.g., Mia. Marlins, L.P. v. Miami-Dade Cnty., 276 So. 3d 936, 938 (Fla. 3d DCA 2019).

[xvii] Pepperdine Law Blog, Arbitration v. Litigation: Choosing the Right Path, https://law.pepperdine.edu/blog/posts/

arbitration-vs-litigation-choosing-the-right-path.htm, Apr. 4, 2024 (last accessed Apr. 24, 2025).

[xviii] Id.

[xix] Id.

[xx] Id.

[xxi] Engwiller, 2025 WL 1064381, at *2 (quoting Massage Envy Franchising, LLC v. Doe, 339 So. 3d 481, 484 (Fla. 5th DCA 2022 (internal quotation marks omitted)).

[xxii] See id.

[xxiii] Id.

[xxiv] MetroPCS Communications, Inc. v. Porter, 273 So. 3d 1025, 1028 (Fla. 3d DCA 2018).

[xxv] Engwiller, 2025 WL 1064381, at *2.

[xxvi] Id.

[xxvii] Id.

[xxviii] Id. at *3 (citing Berman v. Freedom Fin. Network, LLC, 30 F.4th 849, 857 (9th Cir. 2022)).

[xxix] Id.

[xxx] Florida Power & Light Co. v. McRoberts, 257 So. 3d 1023, 1026 (Fla. 4th DCA 2018) (quoting Richard A. Lord, 12 Williston on Contracts § 35:10 (4th ed.)).

[xxxi] Id. (quoting Goldschmidt v. Holman, 571 So. 2d 422, 424 n.5 (Fla. 1990)).

[xxxii] Id. (quoting H.S.A., Inc. v. Harris-In-Hollywood, Inc., 285 So. 2d 690, 692-93 (Fla. 4th DCA 1973)).

[xxxiii] Id. (quoting Lensa Corp. v. Poinciana Gardens Ass’n, Inc., 765 So. 2d 296, 298 (Fla. 4th DCA 2000)).

[xxxiv] Engwiller, 2025 WL 1064381, at *4.

[xxxv] Id.