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Yacht Brokers Face Antitrust Claims: Denied Motion To Compel Arbitration
06/30/2026On June 10, 2026, the United States Court of Appeals for the Eleventh Circuit affirmed the United States District Court for the Southern District of Florida’s denial of defendant, YATCO, LLC’s, motion to compel arbitration. The interlocutory appeal arose from a putative class action alleging a conspiracy to fix and inflate commissions in the used yacht resale market. Ya Mon Expeditions, LLC, et al. v. YATCO, LLC, No. 25-10140 (11th Cir. 2026).
Plaintiffs, companies and individuals who allegedly sold used yachts through brokers, brought claims against yacht brokerage companies, broker trade associations, and multiple listing service (“MLS”) operators (together, “defendants”), for allegedly violating Section 1 of the Sherman Act by conspiring to fix buyer-broker commissions at inflated rates and refusing to deal with unrepresented sellers. Ya Mon Expeditions LLC et al. v. International Yacht Brokers Association, Inc. et al., No. 1:24-cv-20805 (S.D. Fla. Feb. 29, 2024). According to the complaint, the standard practice in the yacht brokerage industry is to compensate brokers with commissions that are calculated as a percentage of a vessel’s sale price. In standard practice, seller-brokers are allegedly compensated by the seller and buyer-brokers are compensated by either the seller or seller-broker—not the buyer.
Plaintiffs contend that broker associations required member brokers to cooperate with each other including by negotiating shared commission agreements prior to submission of an offer to purchase. Additionally, plaintiffs allege that MLS companies only accepted listings from professional brokers—not unrepresented individuals—and only when the listing required the seller to pay the buyer-broker’s commission. Plaintiffs allege this conduct resulted in sellers being required to hire seller-brokers and pay buyer-brokers’ inflated commissions, with no meaningful opportunity to negotiate lower rates or deal directly with buyers.
Defendant, acting independently of its co-defendants, argued that plaintiffs should be compelled to arbitrate under an arbitration clause contained in its Software as a Service (“SaaS”) Subscription agreement, which all users of its MLS website were required to accept. Defendant contended that even though plaintiffs themselves never signed the SaaS agreement, they were bound by it because: (1) plaintiffs’ brokers acted as plaintiffs’ agents in accepting the SaaS agreement, and, alternatively, (2) because plaintiffs’ alleged antitrust claims are derived from the MLS services governed by the SaaS agreement, the doctrine of equitable estoppel precluded plaintiffs from avoiding arbitration.
The U.S. District Court for the Southern District of Florida denied defendant’s motion to compel arbitration, and defendant timely filed an interlocutory appeal. The Eleventh Circuit panel rejected each of defendant’s arguments in an unpublished, per curiam opinion. As a threshold matter, the Court found that defendant failed to carry its burden of proving the existence of a valid arbitration agreement. Defendant submitted only a declaration from its Chief Technology Officer confirming that any person who listed a boat for sale on its MLS website would need to sign and execute the SaaS agreement, along with a copy of that agreement. However, defendant failed to identify the brokers who represented plaintiffs, produced no records showing any of plaintiffs’ yachts were actually listed on its platform, and pointed to no complaint allegations establishing such a listing. The Court found this evidence insufficient, stating defendant relied on “speculation and assumption.”
Even assuming the brokers did list the yachts on defendant’s platform and accepted the SaaS agreement, the panel held that plaintiffs were not bound under agency principles. Applying Florida Supreme Court precedent from Frankenmuth Mut. Ins. Co. v. Magaha, 769 So. 2d 1012, 1022 (Fla 2000), the Court found that ratification requires the principal to have been “fully informed” of the agent’s unauthorized act, and defendant offered no evidence that plaintiffs had any knowledge of the SaaS agreement or its terms. The Court also rejected defendant’s equitable estoppel argument, reasoning that plaintiffs’ federal antitrust claims did not depend on, reference, or seek to enforce any provision of the SaaS agreement, which related only to the brokers’ use of defendant’s listing service and contained no provisions concerning broker commissions.
With the interlocutory appeal now resolved, the case returns to the U.S. District Court for the Southern District of Florida, where the district court had previously stayed all proceedings pending the outcome of this appeal.
Antitrust Litigation