[DO NOT PUBLISH]

In the

United States Court of Appeals

For the Eleventh Circuit

____________________

No. 18-13452

____________________

MARIA DEL ROCIO BURGOS GARCIA, 

LUIS A. GARCIA SAZ, 

Plaintiffs-AppellantsCross Appellees,

versus

CHURCH OF SCIENTOLOGY FLAG SERVICE 

ORGANIZATION, INC., 

a Florida nonprofit corporation, 

CHURCH OF SCIENTOLOGY FLAG SHIP SERVICE 

ORGANIZATION, INC., 

a foreign corporation doing business in Florida, 

d.b.a. Magestic Cruise Lines,

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2 Opinion of the Court 18-13452

Defendants-AppelleesCross Appellants.

____________________

Appeal from the United States District Court

for the Middle District of Florida

D.C. Docket No. 8:13-cv-00220-JDW-TBM

____________________

Before WILLIAM PRYOR, Chief Judge, ROSENBAUM, and LUCK, Circuit Judges.

LUCK, Circuit Judge:

The main issues in this appeal are whether the district court 

correctly compelled arbitration of a dispute between two former 

members of the Church of Scientology and two church entities and 

whether it correctly denied a motion to vacate the resulting arbitration award. Luis and Maria Garcia filed this action to recover 

funds they donated to the church when they were Scientologists. 

But because they agreed to submit any disputes with the church to 

religious arbitration, the district court compelled arbitration before 

a panel of Scientologist arbitrators. After the arbitrators awarded 

the Garcias about $18,000, far less than they sought, the Garcias 

moved to vacate the award based on evident partiality and arbitrator misconduct. The district court denied the motion. The Garcias 

appeal the orders that compelled arbitration and denied their 

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motion to vacate. The church entities cross-appeal, arguing that 

the district court lacked subject-matter jurisdiction over this action 

and that it erred by granting leave to amend the complaint. We 

affirm because the district court had jurisdiction, did not abuse its 

discretion by granting leave to amend, correctly compelled arbitration, and correctly rejected the grounds for vacating the award.

I. FACTUAL BACKGROUND AND PROCEDURAL 

HISTORY 

Luis and Maria Garcia are former members of the Church of 

Scientology. As Scientologists, the Garcias donated to projects and 

causes that the church promoted, and they paid to receive religious 

services. They also agreed to resolve any disputes with the church 

through binding religious arbitration. The Garcias later left the 

church, which led its leadership to declare them “suppressive persons”—a term that refers to people who have been expelled from 

Scientology. After their expulsion, the Garcias unsuccessfully 

sought refunds of their donations and payments. 

The Garcias filed a complaint in the district court against five 

entities associated with the Church of Scientology. They alleged 

claims of fraud, breach of contract, and unfair and deceptive trade 

practices under state law and sought more than $400,000 in damages. In addition to two nonprofit corporations—Church of Scientology Flag Service Organization, Inc., and Church of Scientology 

Flag Ship Service Organization, Inc.—the Garcias named as defendants two religious trusts and a nonprofit corporation that served as 

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the official membership organization of Scientology. They alleged 

that all five entities “acted in concert either as agents or principals 

of one another, partners, joint venturers, or co-conspirators.” 

Three of the Scientology entities—the two trusts and the 

membership organization—moved to dismiss the complaint for 

lack of diversity jurisdiction. The entities argued that the district 

court lacked diversity jurisdiction because they and the Garcias 

were all citizens of California. 

The Garcias moved for leave to amend their complaint to 

drop the three nondiverse defendants. They explained that they 

had since determined that Flag Service spearheaded the activities

underlying their complaint and that the nondiverse entities were 

dispensable parties. The amended complaint attributed to Flag Service and Flag Ship much of the conduct that the original complaint 

attributed to the nondiverse parties. It also alleged that Flag Service and Flag Ship “acted in concert either as agents or principals of 

one another, partners, joint venturers, or co-conspirators.” 

Over the objection of Flag Service and Flag Ship, the district 

court granted leave to amend and denied the pending motion to 

dismiss the original complaint as moot. Flag Service and Flag Ship 

then moved to dismiss the amended complaint for lack of diversity 

jurisdiction, but the district court denied that motion too. 

After Flag Service and Flag Ship moved to compel arbitration and stay the proceedings, the Garcias responded that the arbitration agreements they signed were unenforceable. They argued 

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the agreements were procedurally unconscionable because they 

were contracts of adhesion and provided no procedures to govern 

an arbitration. And they contended the agreements were substantively unconscionable because Scientology doctrine regards suppressive persons as enemies of the church who have no rights. According to the Garcias, this doctrine would prevent them from receiving a fair hearing before arbitrators who were “Scientologists 

in good standing,” as the arbitration agreements required. 

The district court held an evidentiary hearing on the motion 

to compel arbitration. It found that the Garcias signed multiple 

enrollment applications for religious services during their time as 

Scientologists that contained broad arbitration agreements. The 

agreements covered “any dispute, claim or controversy” between 

the Garcias and “the Church, any other Scientology church, any 

other organization which espouses, presents, propagates or practices the Scientology religion, or any person employed by any such 

entity.” The Garcias agreed to resolve any disputes that could not 

be settled informally “solely and exclusively through Scientology’s 

Internal Ethics, Justice and binding religious arbitration procedures.” The agreements provided for “binding religious arbitration 

in accordance with the arbitration procedures of Church of Scientology International.” They included procedures for submitting a 

request for arbitration to the International Justice Chief of Scientology and the opposing party and for the selection of three arbitrators 

“to hear and resolve the matter.” Under those procedures, each 

party would designate one arbitrator, and those two arbitrators 

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would select a third. If the arbitrators were not designated within 

a specified time, the Justice Chief had the authority to appoint arbitrators. Finally, the agreements provided that the arbitration 

would “be conducted in accordance with Scientology principles” 

and that all arbitrators would be “Scientologists in good standing 

with the Mother Church.” The district court also heard testimony 

from the Justice Chief who identified various sources of Scientology justice procedures. 

Following the hearing, the district court ruled that the arbitration agreements were enforceable and granted the motion to 

compel arbitration. It concluded that the agreements were not 

procedurally unconscionable because they included enough procedures to give the Garcias some idea of the matters to be arbitrated 

and the manner of effecting arbitration. And it ruled that deciding 

whether Scientology teaching about suppressive persons rendered 

the agreements substantively unconscionable would have required 

“an analysis and interpretation of Scientology doctrine,” which the 

First Amendment forbids civil courts to undertake. 

As the arbitration agreements required, the Garcias sent a 

request for arbitration to the International Justice Chief of Scientology. They requested arbitration against all the Scientology entities 

named in the original complaint and explained that their claims 

were “as set forth in the original complaint.” They also asserted 

claims against an additional Scientology entity not named in either 

complaint. 

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The parties were unable to agree on the selection of arbitrators, so the district court invoked its authority under the Federal 

Arbitration Act to appoint them. See 9 U.S.C. § 5. It ordered Flag 

Service and Flag Ship to provide a list of 500 Scientologists in good 

standing. It then confidentially selected five Scientologists to serve 

as arbitrators or alternates. 

The parties participated in a two-day arbitration—the first in

the history of the Church of Scientology. The Garcias’ attorney did 

not attend the arbitration because church representatives informed 

him that Scientology procedures did not allow secular lawyers to 

play a substantive role in the proceedings. Luis tried to bring a 

reading assistant with him to the arbitration, but a security guard 

denied the assistant access because she was not on the guest list. 

When Luis raised the issue, the International Justice Chief refused 

to admit Luis’s reading assistant but offered to provide someone 

else to assist him. Luis declined the offer. 

On the first day of arbitration, the International Justice Chief 

met with the Garcias and the arbitrators separately. The Justice 

Chief told the Garcias that he needed to “hat” the arbitrators—a 

term that the Garcias say Scientologists use to mean “train”—because it was their first arbitration. He gave the arbitrators background materials about the case, including the request for arbitration, the complaint, and church policies. He also gave the arbitrators a report from the Scientology Claims Verification Board, 

which expressed the Board’s view that the Garcias were not entitled to a refund. The Justice Chief gave the Garcias copies of these 

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documents. He also collected documentary evidence from the 

Garcias so that he could review it for “entheta,” a term that the 

Garcias say Scientologists use to refer to anything critical of the 

church. According to an affidavit Luis submitted to the district 

court, the Justice Chief redacted or excluded most of the documentary evidence as “entheta” or otherwise irrelevant. The Justice 

Chief gave the remaining materials to the arbitrators to review in 

advance of the hearing the next day. Finally, the Justice Chief told 

the Garcias that they could not bring witnesses to the hearing. 

The next day, the arbitrators held a hearing with the Garcias 

present. According to Luis’s affidavit, near the end of the hearing, 

he complained that they had not received a fair hearing. The lead 

arbitrator allegedly responded by “explod[ing] in a long platitude 

that lasted almost five minutes.” He told Luis that his complaints 

about fairness were misdirected because he was a big proponent of 

a Scientology program the Garcias had supported and knew that 

the church’s promotional statements about the program were true. 

He stated that it was a “stroke of luck” that the district court “chose 

[him] out of a list of 500 people” to be an arbitrator. And he told 

the Garcias that he knew from prior experience that other suppressive persons were working to destroy the church and had “fed [the 

Garcias] all these lies” and sold them “a bill of goods.” 

The arbitrators issued written findings and awarded the Garcias $18,495.36 in refunds for deposits toward religious retreats 

they never attended. The arbitrators assessed $16,161.35 against 

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Flag Ship and $2,334.01 against Flag Service. They rejected all 

other claims. 

The Garcias returned to the district court and moved to vacate the arbitration award. They argued that the arbitrators exhibited evident partiality and were guilty of misconduct. They also 

moved for an evidentiary hearing on their motion to vacate. The 

district court denied both motions. 

II. STANDARDS OF REVIEW 

A few standards govern our review. We review de novo 

whether the district court had subject matter jurisdiction. United 

States v. Iguaran, 821 F.3d 1335, 1336 (11th Cir. 2016). We review 

the district court’s factual findings for clear error and legal conclusions de novo both for a grant of a motion to compel arbitration, 

Inetianbor v. CashCall, Inc., 768 F.3d 1346, 1350 (11th Cir. 2014), 

and for a denial of a motion to vacate an arbitration award, Frazier 

v. CitiFinancial Corp., LLC, 604 F.3d 1313, 1321 (11th Cir. 2010).

III. DISCUSSION 

We divide our discussion into three parts. First, on the 

threshold issue of jurisdiction, we conclude that the district court 

had subject-matter jurisdiction over the case and that the denial of 

a motion to vacate an arbitration award is a final, appealable decision. Second, we explain that the district court correctly compelled 

arbitration. And third, we conclude that the district court properly 

denied the motion to vacate the arbitration award.

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Jurisdiction

This appeal presents two jurisdictional issues: (1) whether 

the district court had subject-matter jurisdiction; and (2) whether 

the district court’s order denying the Garcias’ motion to vacate the 

arbitration award was a final decision. We address each in turn.

1. The District Court Had Subject-Matter Jurisdiction

When a plaintiff amends his complaint, a federal court must 

look to the amended complaint to determine whether it has subject 

matter jurisdiction. See Pintando v. Miami-Dade Hous. Agency, 

501 F.3d 1241, 1243 (11th Cir. 2007). This rule applies whether jurisdiction rests on the presence of a federal question, see id. at 1242–

43, or, as here, on diversity of citizenship, see Soberay Mach. & 

Equip. Co. v. MRF Ltd., 181 F.3d 759, 763 (6th Cir. 1999); Samaha 

v. Presbyterian Hosp. in the City of N.Y., 757 F.2d 529, 531 (2d Cir. 

1985). We will consider the Garcias’ amended complaint to determine whether the district court had diversity jurisdiction.

As a preliminary matter, the district court properly granted

leave to amend the complaint. The Garcias explained in their motion for leave to amend that they later determined that Flag Service 

spearheaded the activities underlying their complaint and that the 

nondiverse entities were dispensable. The district court did not 

abuse its discretion by accepting this explanation and granting 

leave to amend. See Fed. R. Civ. P. 15(a)(2). 

The district court had diversity jurisdiction over the 

amended complaint, which named only Flag Service and Flag Ship 

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as defendants, neither of which are citizens of the Garcias’ homestate of California. And the amended complaint sought more than 

$75,000 in damages. Because the amended complaint satisfied the 

requirements of complete diversity and a sufficient amount in controversy, the district court had jurisdiction. See 28 U.S.C. § 1332(a).

Flag Service and Flag Ship argue that the Garcias alleged the 

existence of a partnership or joint venture but failed to identify the 

citizenship of all members of that entity, as required to establish 

diversity jurisdiction. See Underwriters at Lloyd’s, London v. 

Osting-Schwinn, 613 F.3d 1079, 1086–88 (11th Cir. 2010). But no 

unincorporated entity has ever been a party to this suit, so we have 

no need to determine the citizenship of such an entity. Nor have 

the Flag entities ever argued that some unincorporated entity is an 

indispensable party whose joinder was required under rule 19 for 

the suit to proceed. See Focus on the Fam. v. Pinellas Suncoast 

Transit Auth., 344 F.3d 1263, 1280 (11th Cir. 2003).

The Flag entities also insist that they submitted “uncontroverted evidence” that the conduct alleged in the amended complaint was committed, if at all, by the nondiverse defendants named 

in the original complaint. But if that assertion is true, it means only 

that the amended complaint lacked merit because Flag Service and 

Flag Ship were not responsible for the conduct it alleged. It casts 

no doubt on whether the Garcias are diverse from Flag Service and 

Flag Ship or whether the amount in controversy exceeds $75,000. 

Although the Federal Arbitration Act does not confer federal 

jurisdiction, the district court had jurisdiction to compel the Flag 

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entities and the Garcias to arbitrate their dispute because it had diversity jurisdiction over the amended complaint. See PTA-FLA, 

Inc. v. ZTE USA, Inc., 844 F.3d 1299, 1305 (11th Cir. 2016). And 

diversity jurisdiction over the amended complaint “gave the district court not only the power to compel arbitration, but also the 

power to confirm [or vacate] the resulting arbitration award.” Id. 

Under our precedent, it does not matter whether any additional 

parties who participated in the arbitration were diverse or whether 

the amount sought or awarded at the arbitration exceeded the required amount in controversy. See id. at 1305–06. Instead, if a district court had the power to compel arbitration based on diversity 

jurisdiction, “it retain[ed] jurisdiction to confirm or vacate the resulting arbitration award under 9 U.S.C. [sections] 9–10.” Id. at 

1305 (internal quotation marks omitted). The district court’s denial 

of the motion to vacate on the merits was a valid use of that power.

2. The District Court’s Order Denying the Motion to Vacate Was 

a Final Decision

We issued a jurisdictional question asking whether the denial of the motion to vacate the arbitration award was a final decision. A motions panel held that it was. We agree and revisit the 

issue here to explain why.

The Federal Arbitration Act allows an appeal from various 

district court orders regarding arbitration. See 9 U.S.C. § 16(a); see 

also Martinez v. Carnival Corp., 744 F.3d 1240, 1243 (11th Cir. 

2014). An order denying a motion to vacate an arbitration award 

is not one of the statutorily enumerated grounds allowing for 

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appeal. But the Act does allow for an appeal from “a final decision 

with respect to an arbitration that is subject to this title.” 9 U.S.C.

§ 16(a)(3). We have interpreted a “final decision” under the Act to 

have the “well-developed and longstanding meaning of a final decision,” which is a decision that “ends the litigation on the merits 

and leaves nothing more for the court to do but execute the judgment.” Managed Care Advisory Grp., LLC v. CIGNA Healthcare, 

Inc., 939 F.3d 1145, 1154 (11th Cir. 2019) (citation and internal quotation marks omitted); see also Jackson v. Cintas Corp., 425 F.3d 

1313, 1316 (11th Cir. 2005) (“A decision is final within the meaning 

of [section] 16(a)(3) where the court disposes of the entire case on 

the merits and leaves no part of it pending before the court.” (internal quotation marks omitted and alterations adopted)). Under 

this “functional test,” we look “to the practical effect of the district 

court’s order, not to its form.” Martinez, 744 F.3d at 1243–44. 

We hold that an order denying a motion to vacate an arbitration award is a final decision. In denying the motion to vacate 

here, the district court had nothing left to decide. No motions remained pending nor does the record indicate that the district court 

“contemplate[d] any further action on this case.” Id. at 1244. Often after an arbitration, one party will file a motion to vacate the 

award while the other party will file a motion to confirm the 

award. See, e.g., Schmidt v. Finberg, 942 F.2d 1571, 1573 (11th Cir. 

1991). Here, the Flag entities did not file a motion to confirm, but 

that does not preclude finality. For “an arbitrator’s order is binding 

on the parties unless they expressly agree otherwise, and does not 

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require affirmation from a court to take effect.” Centurion Air 

Cargo, Inc. v. UPS, Co., 420 F.3d 1146, 1150 (11th Cir. 2005); cf. 

United Steel, Paper & Forestry, Rubber, Mfg., Energy, Allied Indus. 

& Serv. Workers Int’l Union AFL–CIO–CLC v. Wise Alloys, LLC, 

807 F.3d 1258, 1269 (11th Cir. 2015) (“[S]peculative post-arbitration 

proceedings cannot impact the finality of orders compelling arbitration.”). Even if the Flag entities could later file a motion to confirm the award, the Supreme Court has said that “the existence of 

that remedy does not vitiate the finality of the District Court’s resolution of the claims in the instant proceeding.” Green Tree Fin. 

Corp.-Ala. v. Randolph, 531 U.S. 79, 86 (2000). Other circuits who 

have considered this issue have come to the same conclusion. See 

United States v. Park Place Assocs. Ltd., 563 F.3d 907, 919–20 (9th 

Cir. 2009); Motion Control Corp. v. SICK, Inc., 354 F.3d 702, 704 

n.4 (8th Cir. 2003); Bridas S.A.P.I.C. v. Gov’t of Turkm., 345 F.3d 

347, 353 & n.2 (5th Cir. 2003). But see Mountain Valley Prop., Inc. 

v. Applied Risk Servs., Inc., 863 F.3d 90, 94 (4th Cir. 2017) (suggesting in dicta that “it may be the case that the order denying the motion to vacate the arbitration award cannot be appealed because it 

is not a final judgment”). We have jurisdiction to review the district court’s denial of the motion to vacate the arbitration award. 

The District Court Correctly Compelled Arbitration

The Federal Arbitration Act requires a federal court to stay 

or dismiss a lawsuit and compel arbitration if “the plaintiff entered 

into a written arbitration agreement that is enforceable under ordinary state-law contract principles” and “the claims before the court 

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fall within the scope of that agreement.” Lambert v. Austin Ind., 

544 F.3d 1192, 1195 (11th Cir. 2008) (internal quotation marks omitted) (citing 9 U.S.C. §§ 2–4). The parties dispute only whether the 

arbitration agreements were enforceable under Florida law. The 

Garcias argue that the agreements were unconscionable. See Doctor’s Assocs., Inc. v. Casarotto, 517 U.S. 681, 687 (1996) (explaining 

that the Act allows courts to invalidate arbitration agreements using “generally applicable contract defenses,” including unconscionability).

Under Florida law, a party must establish both procedural 

and substantive unconscionability to void an arbitration agreement. Basulto v. Hialeah Auto., 141 So. 3d 1145, 1158 (Fla. 2014). 

Procedural unconscionability “relates to the manner in which the 

contract was entered,” and substantive unconscionability asks 

whether the terms of the agreement are themselves too unfair to 

enforce. Id. at 1157–58 (internal quotation marks omitted). The 

Garcias established neither procedural nor substantive unconscionability.

1. Procedural Unconscionability

Florida courts consider several factors to determine whether 

a contract is procedurally unconscionable, but “[t]he central question . . . is whether the complaining party lacked a meaningful 

choice when entering into the contract.” Id. at 1157 n.3. A contract 

of adhesion “is a strong indicator that the contract is procedurally 

unconscionable.” VoiceStream Wireless Corp. v. U.S. Commc’ns, 

Inc., 912 So. 2d 34, 40 (Fla. Dist. Ct. App. 2005) (internal quotation 

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marks omitted). But “the presence of an adhesion contract alone 

does not require a finding of procedural unconscionability.” Id. 

More is needed. See id.

The Garcias argue that the arbitration agreements were procedurally unconscionable because they were contracts of adhesion 

and failed to disclose sufficiently the procedures that would govern 

an arbitration under the contract. To establish the second feature, 

they rely on Florida decisions about the essential terms that must 

appear in an arbitration agreement to form a contract. See, e.g.,

Greenbrook NH, LLC v. Est. of Sayre ex rel. Raymond, 150 So. 3d 

878, 881 (Fla. Dist. Ct. App. 2014). We may assume that the presence of both features would render an arbitration agreement procedurally unconscionable and that these contract-formation decisions are relevant to procedural unconscionability. Even so, the 

arbitration agreements disclosed adequate procedures.

Under Florida law, the terms of an arbitration agreement 

“must be definite enough so that the parties have some idea as to 

what matters are to be arbitrated and provide some procedure by 

which arbitration is to be effected.” Id. The essential terms of an 

arbitration agreement include the “form and procedure for arbitration, the number of arbitrators, how the arbitrators [are] to be selected, [and] the issues to be decided by arbitration.” Malone & 

Hyde, Inc. v. RTC Transp., Inc., 515 So. 2d 365, 366 (Fla. Dist. Ct. 

App. 1987). 

Applying this principle, Florida courts have invalidated arbitration agreements for failing to include essential terms when the 

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agreements referenced arbitration but provided no procedures to 

effect arbitration. See id.; Spicer v. Tenet Fla. Physician Servs., 

LLC, 149 So. 3d 163, 166 (Fla. Dist. Ct. App. 2014); Wood-Hopkins 

Contracting Co. v. C.H. Barco Contracting Co., 301 So. 2d 479, 480 

(Fla. Dist. Ct. App. 1974). When an agreement says that disputes 

are subject to arbitration and provides procedures, such as a process for the selection of arbitrators and a timeframe for decisions, 

Florida courts enforce the arbitration provision. See, e.g., Intracoastal Ventures Corp. v. Safeco Ins. Co. of Am., 540 So. 2d 162, 

164 (Fla. Dist. Ct. App. 1989), abrogated on other grounds as recognized in Nationwide Mut. Fire Ins. Co. v. Schweitzer, 872 So. 2d 

278, 279 (Fla. Dist. Ct. App. 2004). 

In Intracoastal Ventures, the agreement created a process 

for appraisals of the insured’s loss. Id. at 163. It provided that if 

either party made a written demand for an appraisal, each side 

must nominate an appraiser within twenty days. Id. The two party 

appraisers would then select a neutral umpire, but if they could not 

agree on one within fifteen days, either party could petition a court 

to appoint one. Id. The contract required the appraisers to set the 

loss in a “reasonable” amount of time with any deadlock broken by 

the third appraiser. Id. The court held that the “agreement thus 

set[] forth in detail the procedure and time limits for resolution of 

the dispute,” leaving no “uncertainties” as to the essential terms of 

the arbitration agreement. Id. at 164. 

The arbitration agreements the Garcias signed were sufficiently definite. The agreements covered “any dispute, claim or 

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controversy” between the Garcias and any Scientology-affiliated 

entity. They required the Garcias to resolve any dispute that could 

not be settled informally “exclusively through Scientology’s Internal Ethics, Justice and binding religious arbitration procedures.” 

And they provided procedures for arbitration under which the Garcias would submit a request for arbitration naming an arbitrator 

“to hear and resolve the matter” to the International Justice Chief 

and the opposing party. Within fifteen days of receiving the request, the opposing party was required to name an arbitrator, and 

within fifteen days after that the two arbitrators were required to

name a third. If either the opposing party or the arbitrators themselves failed to act within the specified timeframe, the Justice Chief 

would appoint the arbitrator. Finally, the agreements provided 

that the arbitration would be “conducted in accordance with Scientology principles” by arbitrators who were “Scientologists in 

good standing with the Mother Church.” This tracks the agreement upheld in Intracoastal Ventures—it “sets forth in detail the 

procedure and time limits for resolution of the dispute” and provides the terms required by Florida law. See 540 So. 2d at 164. 

These provisions were sufficient to give the Garcias “some idea” of 

the matters to be arbitrated and to “provide some procedure” to 

effect arbitration. Greenbrook, 150 So. 3d at 881.

The dissenting opinion relies on the district court’s fact findings and the Florida court decision in Spicer to conclude that the 

arbitration agreements were procedurally unconscionable. But, as 

to the district court’s fact findings, it found that the Garcias had 

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“some idea” about the arbitration procedures. The district court 

based its finding on Luis’s testimony that he was a “committed” 

Scientologist and that he had “successfully completed the ‘Ethics 

Specialist Course,’ during which he studied . . . the Committee on 

Evidence and its procedures, as well as the Scientology Justice System.” 

And, as to the Spicer decision, we find it distinguishable because the arbitration agreement “d[id] not set forth any procedures 

for arbitration.” 149 So. 3d at 166 (emphasis omitted). Here, on 

the other hand, the arbitration agreements did provide some procedure for the arbitration. The Garcias’ agreements provided that 

the arbitration would be “[i]n accordance with the discipline, faith, 

internal organization, and ecclesiastical rule, custom, and law of 

the Scientology religion.” And the agreements provided that the 

arbitration would be “conducted in accordance with Scientology 

principles, and consistent with the ecclesiastical nature of the procedures and the dispute, claim or controversy to which those procedures relate.” 

2. Substantive Unconscionability

A contract is substantively unconscionable if its terms “unreasonably favor[]” one party and “are so unfair” that a court 

should not enforce them. Basulto, 141 So. 3d at 1158 n.4 (internal 

quotation marks omitted). The Garcias assert two grounds of substantive unconscionability: (1) the parties were not mutually obligated to arbitrate; and (2) the requirement that the arbitrators be 

Scientologists in good standing ensured that the Garcias, as 

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suppressive persons, could not receive a fair and neutral adjudication of their claims. 

The Flag entities argue that the Garcias failed to raise the 

mutuality point in the district court and have therefore waived our 

consideration of it. The Garcias counter that they raised the mutuality issue before the district court in: (1) their opposition to the 

motion to compel arbitration; (2) the district court’s colloquy with 

defense counsel; (3) their brief before the hearing on the motion to 

compel; and (4) the testimony of the International Justice Chief. 

We have long held that “if a party hopes to preserve a claim, 

argument, theory, or defense on appeal, she must first clearly present it to the district court . . . in such a way as to afford the district 

court an opportunity to recognize and rule on it.” Ruckh v. Salus 

Rehab., LLC, 963 F.3d 1089, 1111 (11th Cir. 2020) (internal quotation marks omitted). So, “[a] mere recitation of the underlying 

facts . . . is insufficient to preserve an argument; the argument itself 

must have been made below.” Ledford v. Peeples, 657 F.3d 1222, 

1258 (11th Cir. 2011). Likewise, a “single, passing reference” to an 

issue does not preserve it for appellate review. Gennusa v. Canova, 

748 F.3d 1103, 1116 (11th Cir. 2014). 

The Garcias have not preserved the mutuality issue. In their 

opposition to the motion to compel, the Garcias mentioned mutuality only in a quote from a federal district court case that listed 

several of the grounds for substantive unconscionability. But “[a]n 

insignificant recitation of black letter law is not tantamount to raising an issue for adjudication.” Bryant v. Jones, 575 F.3d 1281, 1308 

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(11th Cir. 2009). In that same brief, they contended that Scientology allowed civil court actions against suppressive persons, but 

with no reference to the mutuality legal doctrine, that is nothing 

more than a “mere recitation of the underlying facts.” See Ledford, 

657 F.3d at 1258. 

The district court also discussed the lack of mutuality with 

defense counsel, who perhaps conceded that the arbitration provision here lacked mutuality, but at no point in that hearing did the 

Garcias themselves raise the lack of mutuality. After the colloquy 

with defense counsel, the district court inquired about the Garcias’ 

opposition, but counsel responded that they would rely on their 

filed opposition, which did not discuss mutuality. That colloquy 

does not meet the standard either because “if a party hopes to preserve” an issue “she must first clearly present it to the district 

court.” See Ruckh, 963 F.3d at 1111 (emphasis added) (internal 

quotation marks omitted). In their brief before the hearing, the 

Garcias again made no reference to mutuality but, rather, cited the 

testimony of the International Justice Chief that the church is not 

required to arbitrate a claim it brings—another “mere recitation of 

the underlying facts.” See Ledford, 657 F.3d at 1258. And the testimony of the Justice Chief does nothing to show that the Garcias

presented this issue to the district court. The Garcias gave the district court no opportunity “to recognize and rule on” the mutuality 

issue and therefore have forfeited that issue as a basis for substantive unconscionability. See Ruckh, 963 F.3d at 1111 (internal quotation marks omitted).

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22 Opinion of the Court 18-13452

As to the second ground, the Garcias argue that Scientology 

doctrine made it impossible for suppressive persons to receive a fair 

arbitration before Scientologists in good standing. They offered 

evidence that the Church of Scientology regarded suppressive persons as insane individuals who have no rights as Scientologists and 

are treated as enemies of the church. Based on this evidence, they 

urged the district court not to enforce the arbitration agreements 

because Scientology doctrine would compel any Scientologist in 

good standing to be hostile against them, which would make it impossible for them to receive a fair and neutral arbitration. 

In contrast to this view of Scientology doctrine, the International Justice Chief testified that Scientologist arbitrators must “follow the procedures of the Scientology justice codes” and “treat everyone impartially regardless of who they are.” He stressed that specific Scientology tenets “apply to justice situations” and that Scientologist arbitrators would be “obliged to follow those policies.” 

When asked whether church doctrine would allow Scientologist 

arbitrators to “listen to a suppressed person and find for them, believe them,” he explained that church justice policies required arbitrators to determine “the truth of the matter” regardless of “personality or opinion.” If a suppressive person appeared at a Scientology arbitration, he explained, Scientologists in good standing 

would have to be “impartial in that matter.” 

The Supreme Court has made clear that the First Amendment forbids civil courts to decide legal disputes involving 

churches by “resolving underlying controversies over religious 

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18-13452 Opinion of the Court 23

doctrine.”1 Presbyterian Church in U.S. v. Mary Elizabeth Blue 

Hull Mem’l Presbyterian Church, 393 U.S. 440, 449 (1969); accord

Md. & Va. Eldership of Churches of God v. Church of God at 

Sharpsburg, Inc., 396 U.S. 367, 368 (1970); cf. Thomas v. Review 

Bd. of Ind. Emp’t Sec. Div., 450 U.S. 707, 716 (1981). But no First 

Amendment concerns arise when a civil court relies on “neutral 

principles of law” to decide a church dispute. Jones v. Wolf, 443 

U.S. 595, 602 (1979). Courts are free to resolve legal disputes involving churches and religion so long as their resolution “involves 

no consideration of doctrinal matters.” Id. (internal quotation 

marks omitted).

Based on these well-established precedents, the district court 

correctly ruled that the First Amendment prevented it from entertaining the argument that Scientology doctrine rendered the arbitration agreements substantively unconscionable. Although the 

Garcias presented evidence to support their interpretation of Scientology doctrine, the International Justice Chief offered a conflicting interpretation. The First Amendment barred the district court 

from resolving this underlying controversy about church doctrine. 

See Presbyterian Church, 393 U.S. at 449. To do so would have 

required it to decide whether the Garcias or the Justice Chief “more 

correctly perceived the commands of [the Scientology religion].”

Thomas, 450 U.S. at 716.

1 The parties assume that the First Amendment’s religion clauses apply to the 

Church of Scientology. We do the same.

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24 Opinion of the Court 18-13452

* * *

To complete the unconscionability analysis under Florida 

law, a court is required to balance both procedural and substantive 

unconscionability. See Basulto, 141 So. 3d at 1159. Florida courts 

employ a sliding-scale approach, which means that “the more substantively oppressive the contract term, the less evidence of procedural unconscionability is required to come to the conclusion that 

the term is unenforceable, and vice versa.” Id. (internal quotation 

marks omitted). Here, the Garcias have not presented evidence, 

other than the adhesive nature of the contract, to establish procedural unconscionability. But adhesiveness alone is insufficient to 

prove “any degree of procedural unconscionability.” Kendall 

Imps., LLC v. Diaz, 215 So. 3d 95, 110 (Fla. Dist. Ct. App. 2017); see 

also Hobby Lobby Stores, Inc. v. Cole, 287 So. 3d 1272, 1276 (Fla. 

Dist. Ct. App. 2020) (concluding that “the trial court erred in finding the Agreement procedurally unconscionable” despite the adhesive nature of the arbitration agreement). 

Without any other evidence of substantive unconscionability and no degree of procedural unconscionability, the Garcias have 

not met their burden to prove the arbitration agreements unconscionable. See Basulto, 141 So. 3d at 1159 (“[P]rocedural and substantive unconscionability must be established to avoid enforcement of the terms within an arbitration agreement.”); Palm Beach 

Motor Cars Ltd. v. Jeffries, 885 So. 2d 990, 992–93 (Fla. Dist. Ct. 

App. 2004) (requiring evidence of procedural unconscionability to 

invalidate an arbitration provision lacking mutuality). 

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18-13452 Opinion of the Court 25

The District Court Correctly Denied the Motion to Vacate

The Federal Arbitration Act allows federal courts to vacate 

an arbitration award in limited circumstances. See 9 U.S.C. § 10(a). 

The party requesting vacatur bears the burden to prove one of the 

statutory grounds. Riccard v. Prudential Ins. Co., 307 F.3d 1277, 

1289 (11th Cir. 2002). That party must “set forth sufficient grounds 

to vacate the arbitration award in his moving papers.” O.R. Sec., 

Inc. v. Prof’l Planning Assocs., Inc., 857 F.2d 742, 748 (11th Cir. 

1988).

Judicial review of an arbitration award “is among the narrowest known to the law.” AIG Baker Sterling Heights, LLC v. 

Am. Multi-Cinema, Inc., 508 F.3d 995, 1001 (11th Cir. 2007) (internal quotation marks omitted). The Act “presumes that arbitration 

awards will be confirmed.” Davis v. Prudential Sec., Inc., 59 F.3d 

1186, 1190 (11th Cir. 1995). For that reason, “federal courts should 

defer to the arbitrator’s resolution of the dispute whenever possible.” Lifecare Int’l, Inc. v. CD Med., Inc., 68 F.3d 429, 433 (11th 

Cir. 1995) (internal quotation marks omitted).

Before addressing the statutory grounds for vacatur, we address two threshold arguments that the First Amendment bars or 

severely restricts our review of the arbitration award. Flag Service 

and Flag Ship rely on Supreme Court precedents that affirm the 

right of churches to resolve matters of “ecclesiastical cognizance” 

in religious tribunals without interference by civil courts. See Serbian E. Orthodox Diocese for the U.S. of Am. & Canada v. Milivojevich, 426 U.S. 696, 698 (1976); Kedroff v. St. Nicholas Cathedral 

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26 Opinion of the Court 18-13452

of Russian Orthodox Church in N. Am., 344 U.S. 94, 115 (1952); 

Watson v. Jones, 80 U.S. 679, 729 (1871). They also invoke the 

principle that the First Amendment bars civil courts from deciding 

whether religious law has been violated. Neither principle has any 

application to our review of this arbitration award.

The Flag entities’ reliance on Serbian Eastern Orthodox Diocese, Kedroff, and Watson is misplaced. Those decisions make 

clear that civil courts may not disturb the decisions of ecclesiastical 

tribunals on matters of church discipline and governance, minister 

selection, and other matters of faith and doctrine. See Serbian E. 

Orthodox Diocese, 426 U.S. at 697–98 (reversing a state-court decision that reinstated a defrocked bishop and invalidated a diocesan 

reorganization by the Serbian Orthodox Church); Kedroff, 344 U.S. 

at 106–10 (reversing a state-court decision that transferred control 

over a Russian Orthodox cathedral in New York City from the Supreme Church Authority in Moscow to the authorities of the Russian Church in America); Watson, 80 U.S. at 727–29 (accepting as 

binding the resolution of a church-property dispute by the General 

Assembly of the Presbyterian Church). But the Garcias do not ask 

us to disturb an ecclesiastical tribunal’s resolution of a dispute that 

is “ecclesiastical in its character,” such as a dispute about “theological controversy, church discipline, ecclesiastical government, or 

the conformity of the members of the church to the standard of 

morals required of them.” Serbian E. Orthodox Diocese, 426 U.S. 

at 713–14 (internal quotation marks omitted). They instead ask us 

to review a monetary award issued by an arbitration panel. Our 

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18-13452 Opinion of the Court 27

review of that award poses no risk of intruding upon the authority 

of the Church of Scientology in matters of “ecclesiastical cognizance.” Id. at 698.

Nor does the principle that civil courts may not resolve questions of religious doctrine help the Flag entities. A civil court may 

decide whether religious arbitrators exhibited “evident partiality” 

or were “guilty of misconduct,” 9 U.S.C. § 10(a)(2)–(3), using neutral principles of law. See Wolf, 443 U.S. at 602. Deciding these 

questions requires us to apply our precedents, without any need to 

resolve disputes over Scientology doctrine. Unlike the parties’ dispute over the effect of the Garcias’ status as “suppressive persons” 

on the arbitration agreements’ enforceability, their dispute over 

whether the arbitrators exhibited “evident partiality” or were 

“guilty of misconduct” does not require us to pick sides in a doctrinal dispute. At least in this appeal, we can decide whether the arbitrators were evidently partial or engaged in misconduct without 

deciding whether any religious law was violated.

To be sure, we must take care not to treat religious arbitrators less favorably than their secular peers when reviewing an arbitration award. Cf. Espinoza v. Mont. Dep’t of Revenue, 140 S. Ct. 

2246, 2254–55 (2020); Trinity Lutheran Church of Columbia, Inc. 

v. Comer, 137 S. Ct. 2012, 2019 (2017). But religious arbitrations 

are not subject to a special exemption from the neutral and generally applicable legal standards that apply to any arbitration under 

the Federal Arbitration Act. Cf. Emp. Div., Dep’t of Hum. Res. of 

Or. v. Smith, 494 U.S. 872, 878–79 (1990); Our Lady of Guadalupe 

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28 Opinion of the Court 18-13452

Sch. v. Morrissey-Berru, 140 S. Ct. 2049, 2060 (2020) (“[The First 

Amendment] does not mean that religious institutions enjoy a general immunity from secular laws . . . .”). Under these neutral and 

generally applicable standards, we treat religious and secular arbitrators equally.

The Garcias moved to vacate the arbitration award on the 

grounds that the arbitrators exhibited “evident partiality” and were 

“guilty of misconduct.” 9 U.S.C. § 10(a)(2)–(3). We conclude that 

the district court did not err in denying their motion.

1. Evident Partiality

A federal court may vacate an arbitration award “where 

there was evident partiality . . . in the arbitrators.” 9 U.S.C. 

§ 10(a)(2). Our caselaw interpreting this provision largely concerns 

challenges to an award based on an arbitrator’s failure to disclose 

an actual or potential conflict of interest. See, e.g., Univ. Commons-Urbana, Ltd. v. Universal Constructors Inc., 304 F.3d 1331, 

1339 (11th Cir. 2002). In adjudicating these challenges, we have 

often stated that “an arbitration award may be vacated due to the 

‘evident partiality’ of an arbitrator only when either (1) an actual 

conflict exists, or (2) the arbitrator knows of, but fails to disclose, 

information which would lead a reasonable person to believe that 

a potential conflict exists.” See, e.g., id. (emphasis added) (internal 

quotation marks omitted). But this language is imprecise. The 

phrase “evident partiality” is not limited to undisclosed conflicts of 

interest, and we have considered arguments based on other forms 

of partiality without applying this two-part test. See, e.g., Riccard, 

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18-13452 Opinion of the Court 29

307 F.3d at 1289; Scott v. Prudential Sec., Inc., 141 F.3d 1007, 1015 

(11th Cir. 1998), abrogated on other grounds by Hall Street Assocs., 

L.L.C. v. Mattel, Inc., 552 U.S. 576 (2008). 

The Garcias do not base their claim of evident partiality on 

a conflict of interest, but rather on comments made by one of the 

arbitrators during the arbitration and the purported tension inherent in requiring Scientologists in good standing to arbitrate a dispute between the church and former members of that church—

“suppressive persons.” In response to similar challenges, we have 

said that “[a]n arbitrator appointed by a party is a partisan only one 

step removed from the controversy and need not be impartial.” 

Lozano v. Md. Cas. Co., 850 F.2d 1470, 1472 (11th Cir. 1988),

quoted in Sunkist Soft Drinks, Inc. v. Sunkist Growers, Inc., 10 F.3d 

753, 759 (11th Cir. 1993), abrogated on other grounds by Arthur 

Anderson LLP v. Carlisle, 556 U.S. 624 (2009). In Sunkist Soft 

Drinks, the party-appointed arbitrator, after his appointment but 

before the arbitration, “assisted [the party] in preparing its case by 

attending and participating in meetings with [the party’s] witnesses”; “suggested lines or areas of testimony”; “helped select one 

of [the party’s] consultants”; and “advised an expert witness on 

how to improve a chart related to the expert’s testimony.” 10 F.3d 

at 759. But we noted that none of the witnesses “gave testimony 

in any sense of the word” to the arbitrator; that no evidence indicated the arbitrator shared what he learned with the other arbitrators; and that nothing showed the arbitrators “based their deliberations and award on anything other than the evidence of record.” 

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30 Opinion of the Court 18-13452

Id. We described the arbitrator’s conduct as “not only unobjectionable, but commonplace.” Id. And we concluded that “a party-appointed arbitrator is permitted, and should be expected, to be predisposed toward the nominating party’s case.” Id. at 760. 

Other circuits have extended this reasoning to preclude challenges to evident partiality when partiality inherently exists in the 

arbitration procedure selected by the parties. See NFL Mgmt. 

Council v. NFL Players Ass’n, 820 F.3d 527, 548 (2d Cir. 2016); Williams v. NFL, 582 F.3d 863, 885 (8th Cir. 2009). “[T]he parties to 

an arbitration choose their method of dispute resolution, and can 

ask no more impartiality than inheres in the method they have chosen.” Williams, 582 F.3d at 885 (internal quotation marks omitted). 

That rule stems from the recognition that “arbitration is a matter 

of contract,” NFL Mgmt. Council, 820 F.3d at 548, so the “regime” 

for selecting arbitrators is “bargained for and agreed upon by the 

parties, which we can only presume they determined was mutually 

satisfactory,” id. at 532 (rejecting Tom Brady’s evident partiality 

challenge to an arbitration award for which the NFL’s commissioner acted as the sole arbitrator after imposing the very discipline 

Brady challenged). 

The Garcias agreed to a method of arbitration with inherent 

partiality and cannot now seek to vacate that award based on that 

very partiality. Luis submitted an affidavit identifying various comments made by the lead arbitrator reflecting bias in favor of the 

church, its policies, and its programs. But the arbitration agreements provided that any disputes between the Garcias and the 

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18-13452 Opinion of the Court 31

church would be resolved “solely and exclusively through Scientology’s Internal Ethics, Justice and binding religious arbitration procedures.” The Garcias also agreed that their “specific intention” 

was that “all . . . arbitrators be Scientologists in good standing with 

the Mother Church.” A Scientologist in good standing would naturally be expected to have bias (or even a great deal of bias) in favor 

of the church, yet the Garcias accepted this method of arbitration 

to resolve any disputes between them and the church. We “can 

only presume” that arrangement was “mutually satisfactory,” id., 

and see no problem here with the “predispos[ition]” of the arbitrators, Sunkist Soft Drinks, 10 F.3d at 760. 

The Garcias also argue that the arbitrators were evidently 

partial because of an ex parte meeting between them and the International Justice Chief, but we disagree. That the arbitrators received background materials and documentary evidence outside 

the presence of the Garcias, some of which was unfavorable to 

them, does not prove that the arbitrators harbored bias or prejudice. This meeting between the convening authority and these 

first-time arbitrators was unremarkable in the context of an informal religious arbitration proceeding. See 14 Penn Plaza LLC v. Pyett, 556 U.S. 247, 269 (2009) (explaining that parties to an arbitration 

agreement “trade the procedures and opportunity for review of the 

courtroom for the simplicity, informality, and expedition of arbitration” (alteration adopted) (internal quotation marks omitted)); 

Advanced Bodycare Sols., LLC v. Thione Int’l, Inc., 524 F.3d 1235, 

1239 (11th Cir. 2008) (explaining that an arbitrator must consider 

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32 Opinion of the Court 18-13452

evidence and argument from each party “however formally or informally”). The allegations of partiality based on this meeting are 

not “direct, definite and capable of demonstration” but are instead 

“remote, uncertain and speculative.” Scott, 141 F.3d at 1015 (internal quotation marks omitted).

2. Misconduct

A federal court may also vacate an arbitration award “where 

the arbitrators were guilty of misconduct . . . in refusing to hear evidence pertinent and material to the controversy; or of any other 

misbehavior by which the rights of any party have been prejudiced.” 9 U.S.C. § 10(a)(3). The Garcias argue that the arbitrators 

were guilty of misconduct for three main reasons: (1) they refused 

to hear any evidence critical of Scientology; (2) they allowed the 

International Justice Chief to present evidence outside the presence 

of the Garcias; and (3) Luis’s lawyer and reading assistant were not 

allowed to attend the arbitration. None of these alleged acts of 

misconduct warrant vacatur.

The Garcias have not established misconduct based on the 

refusal to hear evidence. Vacatur for failure to hear evidence is 

warranted only if the evidence is “pertinent and material” and its 

exclusion “prejudiced” the rights of a party. 9 U.S.C. § 10(a)(3); see 

Rosensweig v. Morgan Stanley & Co., 494 F.3d 1328, 1333 (11th 

Cir. 2007). Although the Garcias assert that the International Justice Chief barred them from bringing witnesses to the arbitration 

and redacted or excluded nearly 900 pages of documentary 

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18-13452 Opinion of the Court 33

evidence, they have not identified any witnesses they wished to call 

or submitted the 900 pages of evidence. Nor have they explained 

what those witnesses might have said or how the documentary evidence was relevant to their claims. So they have failed to establish 

that this evidence was pertinent and material to their claims or that 

its exclusion prejudiced their rights.

Nor have the Garcias established misconduct based on 

ex parte submissions of documentary evidence by the International 

Justice Chief. The Justice Chief submitted documentary evidence 

from both the church and the Garcias in advance of the arbitration 

hearing to allow the arbitrators to prepare. And he provided the 

Garcias with copies of the documentary evidence he submitted to 

the arbitrators. It was not misconduct for the arbitrators to receive 

documentary evidence outside the presence of the parties in advance of the arbitration hearing.

We also reject the argument that vacatur is warranted on 

the grounds that Luis’s reading assistant and attorney were barred 

from attending the arbitration. Although a security guard denied 

the reading assistant entry, the International Justice Chief offered 

to provide Luis a different person to read for him. And in any 

event, Luis has not explained how the lack of a reading assistant 

prejudiced him. To the contrary, his affidavit states that he read 

twenty-eight pages of church policies in about twenty minutes on 

the first day of the arbitration. And as the district court found, 

“[t]here is no evidence that [the Garcias’] attorney attempted to attend [the arbitration] but was turned away.” Instead, after learning 

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34 Opinion of the Court 18-13452

that attorneys could play no substantive role in Scientology arbitration proceedings, their attorney chose not to attend the arbitration. 

AFFIRMED. 

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18-13452 ROSENBAUM, J., dissenting 1

ROSENBAUM, Circuit Judge, dissenting:

You can’t make up the rules as you go along. It’s a basic 

concept of fairness, and it’s one that applies to arbitration as well. 

No wonder. If a party to the arbitration can create the rules governing the arbitration as the arbitration progresses, it enjoys an insurmountable advantage that effectively guarantees its victory. 

That’s not an arbitration; it’s just plain arbitrary. And a federal 

court should not be a rubber stamp for the kind of inherently unfair, anything-the-arbitration-contract-drafting-party-wants-goes 

“arbitration” that necessarily occurs when the agreement-drafting 

party can subject the other party to whatever rules it desires—even 

changing the rules—as the arbitration unfolds. 

I would vacate the district court’s order compelling arbitration here because the arbitration agreement is not a valid agreement to arbitrate. Rather, in requiring the Garcias to agree to be 

governed at arbitration by rules that did not exist and would be 

devised by the Church and evolve while the arbitration proceeded, 

the arbitration agreement was as one-sided and unconscionable as 

an arbitration agreement can be. Because that kind of spectacle is 

not an arbitration and we should not stamp it with the imprimatur 

of the federal courts, I respectfully dissent.

I divide my discussion into two parts. In Section I, I review 

the district court’s factual findings about the arbitration “process” 

involved here. And Section II applies the caselaw to the facts and 

shows why the arbitration agreement here was not valid.

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2 ROSENBAUM, J., dissenting 18-13452

I.

I reprint the entirety of the relevant language of the arbitration agreement, since that is what governed the “arbitration” here. 

It provided,

d. In accordance with the discipline, faith, internal organization, and ecclesiastical rule, custom, and law of 

the Scientology religion, and in accordance with the 

constitutional prohibitions which forbit governmental interference with religious services or dispute resolution procedures, should any dispute, claim or controversy arise between me and the Church, any other 

Scientology church, any other organization which espouses, presents, propagates or practices the Scientology religion, or any person employed by any such entity, which cannot be resolved informally by direct 

communication, I will pursue resolution of that dispute, claim or controversy solely and exclusively 

through Scientology’s Internal Ethics, Justice and 

binding religious arbitration procedures, which include application to senior ecclesiastical bodies, including, as necessary, final submission of the dispute 

to the International Justice Chief of the Mother 

Church of the Scientology religion, Church of Scientology International (“IJC”) or his or her designee.

e. Any dispute, claim or controversy which still remains unresolved after review by the IJC shall be 

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18-13452 ROSENBAUM, J., dissenting 3

submitted to binding religious arbitration in accordance with the arbitration procedures of Church of Scientology International, which provide that:

i. I will submit a request for arbitration to the IJC and 

to the person or entity with whom I have the dispute, 

claim or controversy;

ii. In my request for arbitration, I will designate one 

arbitrator to hear and resolve the matter;

iii. within fifteen (15) days after receiving my request 

for arbitration, the person or entity with whom I have 

the dispute, claim or controversy will designate an arbitrator to hear and resolve the matter. If the person 

or entity with whom I have the dispute, claim or controversy does not designate an arbitrator within that 

fifteen (15) day period, then the IJC will designate the 

second arbitrator;

iv. the two arbitrators so designated will select a third 

arbitrator within fifteen (15) days after the designation of the second arbitrator. If the arbitrators are unable to designate a third arbitrator within the fifteen 

(15) day period, then the IJC will choose the third arbitrator;

v. consistent with my intention that the arbitration 

be conducted in accordance with Scientology principles, and consistent with the ecclesiastical nature of 

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4 ROSENBAUM, J., dissenting 18-13452

the procedures and the dispute, claim or controversy 

to which those procedures relate, it is my specific intention that all such arbitrators be Scientologists in 

good standing with the Mother Church.

(emphasis added). 

This language, of course, conveys that, at the time the arbitration agreements were entered, the Church of Scientology had 

“binding religious arbitration procedures.” 

But following an evidentiary hearing, the district concluded 

that, in fact, it did not. In response to the Church’s1 assertion that 

its Committee on Evidence provides the rules and procedures governing arbitration, the district court determined that the Church 

“failed to present any convincing evidence supporting [this] constrained contention.” Among other reasons why the court found 

that to be the case, the court noted that (1) “the arbitration agreements make no reference to the Committee on Evidence”; (2) “the 

word ‘arbitration’ cannot be found in the Committee on Evidence 

or in L[.] Ron Hubbard’s book”; and (3) “even a superficial comparison of the arbitration agreements with the provisions in the 

Committee on Evidence supports Plaintiffs’ contention that the 

Committee on Evidence could not, absent an ad hoc determination, provide the rules and procedures of arbitration.” As the court 

explained, “[E]ven [the IJC] acknowledged[] numerous 

1 For ease of reference, I refer to the Defendants collectively as the “Church of 

Scientology” or the “Church.”

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18-13452 ROSENBAUM, J., dissenting 5

irreconcilable inconsistencies exist between [the arbitration agreements and the provisions in the Committee on Evidence].” 

And with respect to the IJC’s testimony allegedly “identif[ying] various sources of Scientology justice procedures,” Maj. 

Op. at 6, the district court rejected it. The court “g[ave] no weight” 

to correspondence the IJC created, noting that the IJC “could recall 

little about circumstances giving rise to [a letter to the IJC] and [the 

IJC’s] response, even though his response[] was written only a few 

months before the evidentiary hearing.” Indeed, the court concluded that “the timing of the [letter to the IJC] raise[d] a compelling inference that it was conveniently written only after [the 

Church] had represented to the Court that [the IJC] had ‘ruled’ that 

the Committee on Evidence applied to Scientology arbitration and 

the Court directed [the Church] to submit proof of that representation.” As the district court observed, “[a] mere six days passed 

between that Order . . . and [the letter to the IJC].” And as for the 

IJC’s testimony that he “made a prior determination that the Committee on Evidence applies to Scientology arbitration . . . five to ten 

years before,” the district court found the IJC’s “testimony was not 

credible.”

Even the Church’s counsel implicitly conceded that the 

Church lacked existing rules of procedure. In fact, he advised the 

Garcias’ attorney in writing before the arbitration that “[t]he 

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6 ROSENBAUM, J., dissenting 18-13452

conduct of the religious arbitration will be decided by the IJC at the 

appropriate time during the arbitration.”2 (emphasis added).

Not only did the Church not have existing arbitration rules 

and procedures as late as the time of the Garcias’ “arbitration” here, 

but until the Garcias’ “arbitration,” the district court found, “there 

ha[d] never even been an arbitration in the Church.” The district 

court cited this fact as further support for the Garcias’ position that 

“no rules and procedures for conducting arbitration exist[ed]” at 

the time of the Garcias’ “arbitration.”

In short, the district court found, as a matter of fact, that the 

Church had no rules and procedures for conducting the actual “arbitration” not only at the time the Garcias signed the agreements 

but as late as when their “arbitration” occurred. Instead—and as 

2 At the “arbitration,” the IJC did, in fact, make up the rules—and change 

them—as the proceedings went on. For example, before arbitration, the IJC 

testified in his deposition that the attorney for the Garcias could be present at 

the arbitration, but could not “represent” them. Once it was time to actually 

arbitrate, though, the Garcias were told that the procedures “[did] not contemplate participation by an attorney” and that civil lawyers “[had] no role to 

play at the arbitration.” The IJC also testified that the Garcias would be permitted to testify at the arbitration, but the arbitrators consistently cut Mr. Garcia off when he tried to present his case and told him he could not submit any 

“entheta,” a Scientology term for material that is critical of Scientology. Similarly, pre-arbitration, the IJC testified that the Garcias would be able to “present [their] side of the story” and “originate whatever [they] wanted to.” But 

then at the arbitration, the IJC prohibited the Garcias from bringing witnesses 

because “their testimony could not possibly be confirmed,” and he heavily redacted the Garcias’ evidence for entheta before giving it to the arbitrators. 

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18-13452 ROSENBAUM, J., dissenting 7

counsel for the Church conceded in his letter referenced above, the 

IJC simply made things up as the “arbitration” proceeded.

We review the district court’s factual findings for clear error. 

Smith v. Owens, 13 F.4th 1319, 1325 (11th Cir. 2021). As we have 

explained, “[a] factual finding is clearly erroneous if the record lacks 

substantial evidence to support it or we are otherwise left with the 

impression it is not the truth and right of the case—a definite and 

firm conviction that a mistake has been committed.” Knight v. 

Thompson, 797 F.3d 934, 942 (11th Cir. 2015) (cleaned up). On this 

record, I see no basis for concluding that the district court’s factual 

findings in these regards were clearly erroneous. Nor has the 

Church even suggested they are. So our legal analysis must account for these facts.

II.

As the Majority Opinion notes, under the Federal Arbitration Act, a federal court must stay or dismiss a lawsuit and compel 

arbitration when “the plaintiff entered into a written arbitration 

agreement that is enforceable under ordinary state-law contract 

principles,” and “the claims before the court fall within the scope 

of that agreement.” Lambert v. Austin Ind., 544 F.3d 1192, 1195 

(11th Cir. 2008) (internal quotation marks omitted) (citing 9 U.S.C. 

§§ 2-4). Here, the “ordinary state-law contract principles” we must 

apply are those of Florida.3

3 Although the arbitration agreements do not include a choice-of-law clause, 

the district court concluded that Florida law governed because, under Florida 

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8 ROSENBAUM, J., dissenting 18-13452

Under Florida law, a valid arbitration agreement must “establish the basic terms of an arbitration proceeding such as the form 

and procedure for arbitration, the number of arbitrators, how the 

arbitrators [a]re to be selected, . . . [and] the issues to be decided by 

arbitration.” Malone & Hyde, Inc. v. RTC Transp., Inc., 515 So. 2d 

365, 366 (Fla. 4th DCA 1987). By separately identifying “the form 

and procedure for arbitration,” “the number of arbitrators,” and 

“how the arbitrators [a]re to be selected,” Malone & Hyde necessarily indicates that “the form and procedure for arbitration” are 

different things than “the number of arbitrators” and “how the arbitrators were to be selected.”

I agree with the Majority Opinion that the arbitration agreements here sufficiently identified the issues to be arbitrated, the 

number of arbitrators, and the manner by which they were to be 

selected. But I part company with the Majority Opinion when it 

comes to “the form and procedure for arbitration.” 

To conclude that the arbitration agreements sufficiently 

stated “the form and procedure for arbitration,” the Majority Opinion relies primarily on the procedure set forth in the enrollment 

choice-of-law principles, the rule of lex loci contractus applies. Doc. 189 at 5 

(citing State Farm Mut. Auto. Ins. Co. v. Roach, 945 So. 2d 1160, 1163 (Fla. 

2006)). That rule provides that the law of the place where the contract was 

executed—meaning “where the last act necessary to complete the contract 

was done”—controls. Prime Ins. Syndicate, Inc. v. B.J. Handley Trucking, 

Inc., 363 F.3d 1089, 1093 (11th Cir. 2004) (citation and internal quotation marks 

omitted). Here, the district court found that was Florida. The parties do not 

challenge this finding on appeal.

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18-13452 ROSENBAUM, J., dissenting 9

agreement for selecting arbitrators. But as I have noted, “the form 

and procedure for arbitration” is different and separate from the

“number of arbitrators” and “how the arbitrators [a]re to be selected.” So the procedure for selecting arbitrators can’t also stand 

in as “the form and procedure for arbitration.”

Plus, when it came to “the form and procedure for arbitration,” the arbitration agreements themselves specified that “binding religious arbitration procedures” and “binding religious arbitration in accordance with the arbitration procedures of Church of 

Scientology International” would govern. Just two problems with 

that: as the district court concluded, there were no such things, 

and the Church had never once conducted an arbitration. Given 

that the rules identified in the agreement didn’t exist and the Garcias could not have looked to any precedent for the rules and procedures because the Church had never conducted an arbitration 

previously, it’s hard to conceive of how the Garcias could have had 

even “some idea” of the arbitration form and procedures that 

would apply at the time they signed the agreements (or even at the 

time the arbitration began, for that matter). See Maj. Op. at 18

(quoting Greenbrook NH, LLC v. Est. of Sayre ex rel. Raymond, 

150 So. 3d 878, 881 (Fla. 2d DCA 2014)). 

Nor, contrary to the Majority Opinion’s conclusion, is the 

agreements’ provision that arbitration would be “conducted in accordance with Scientology principles” enough. First, this aspect of 

the Majority Opinion ignores the fact that the arbitration agreements promised that dispute resolution would occur through 

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10 ROSENBAUM, J., dissenting 18-13452

“binding religious arbitration procedures” and “binding religious 

arbitration in accordance with the arbitration procedures of 

Church of Scientology International.” It offers no answer as to 

what these things were at the time the Garcias entered the agreements other than to refer to the method for selecting arbitrators—

which, as I have noted, is separately accounted for and not a part 

of “the form and procedure for arbitration”—and to refer generally 

to “Scientology principles.” 

But as noble as religious principles may be, no matter the 

religion—Scientology, Christianity, Judaism, Islam, or any other—

religious principles are not arbitration procedures and do not and 

are not meant to establish a form for conducting arbitration. And 

saying an arbitration will be “conducted in accordance with Scientology principles” is a lot like saying a football game will be played 

in accordance with Scientology principles or principles of any other 

religion (secular Alabama Football Religion aside—I’m talking to 

you, Chief), such as Christianity, for example. What does that 

mean? Will it be tackle, touch, flag, or something else? Will there 

be eleven people on a team? Will there be four downs? Will the 

teams have to pick up ten yards within those four downs to receive 

another four downs? Will the field be 100 yards long? Will holding 

qualify for a penalty? How about clipping? False starts? And if so, 

what will those penalties be? Will there be touchdowns, field goals, 

extra points, safeties, and two-point conversions? If so, how much 

will each count? And so on.

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18-13452 ROSENBAUM, J., dissenting 11

Religious principles are no more meaningful in identifying 

the form and procedure of arbitration than they are in establishing 

the form and procedure of a football game. Will the parties be permitted attorneys? Will they be allowed to put on evidence? Crossexamine witnesses? Make statements themselves? Present argument? For those matters, will the parties even be allowed to be 

present for the arbitration, or will it be determined on submissions? 

The fact is, a vague statement that arbitration will be “conducted in accordance with Scientology principles” answers none of 

these or any other procedural or format questions. And that is especially the case here, where the Church had never conducted a 

single arbitration before the Garcias’. So perhaps it is not surprising 

that the district court found the Church had no rules and procedures for conducting the arbitration.

Yet the Majority Opinion insists that the district court made 

a factual finding “that the Garcias had ‘some idea’ about the arbitration procedures,” based on “Luis’s testimony that he was a ‘committed Scientologist and that he had ‘successfully completed the 

“Ethics Specialist Course,” during which he studied . . . the Committee on Evidence and its procedures, as well as the Scientology 

Justice System.’” Maj. Op. at 19. But the district court did not describe this conclusion as a factual finding. Rather, at best, the district court characterized its conclusion that the Garcias had “some 

idea” about the arbitration procedures as a mixed question of law 

and fact (see Dist. Ct. Ord. at 15 (stating that it arrived at this conclusion after “[a]pplying these principles [of law]”). And a review 

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12 ROSENBAUM, J., dissenting 18-13452

of the district court’s analysis shows that to be the case. See United 

States v. Steed, 548 F.3d 961, 966 (11th Cir. 2008) (holding that application of the law to facts determined by the district court presents a mixed question of law and fact). So the district court’s conclusion is subject to de novo review. See id.

For the reasons I have discussed, though, the district court’s 

conclusion that the Garcias had “some idea” of the form and procedures of the arbitration was not correct, based on the district 

court’s own factual findings, which were not clearly erroneous. 

The problem with concluding that Luis Garcia must have had 

“some idea” of the form and procedure for the arbitration based on 

his testimony that he completed the “Ethics Specialist Course,” 

where he studied the Committee on Evidence and its procedures 

and the Scientology Justice System is that that district court expressly found that the Committee on Evidence did not provide any 

procedures for arbitration. And as I have noted, the district court 

likewise determined that the Church could point to nothing—including the Scientology Justice System—to identify any procedures 

for arbitration. So again, it is not clear to me how Garcia’s study of 

the Committee on Evidence and the Scientology Justice System—

neither of which refers to any procedures of arbitration because, 

again, none existed at the time Garcia studied the Committee on 

Evidence and the Scientology Justice System—could have given 

the Garcias any idea of the procedures of arbitration. 

Indeed, the Church could point to nothing that the court 

found would advise the Garcias of the arbitration rules and 

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18-13452 ROSENBAUM, J., dissenting 13

procedures (because there weren’t any) or would rein in the 

Church’s conduct of the arbitration (because no rules and procedures bound the Church). The Church’s failure to identify even 

the most fundamental aspects of the form and procedures governing the arbitration allowed the Church to supply answers that best 

suited it in the moment. And that circumstance rendered the arbitration agreements invalid under Florida law.

I can perceive no meaningful difference between the arbitration agreements here and the one ruled invalid in Spicer v. Tenet 

Fla. Physician Servs., LLC, 149 So. 3d 163 (Fla. 4th DCA 2014). 

In Spicer, the arbitration agreement stated, “[Y]ou agree that 

any and all disputes regarding your employment . . . are subject to 

the Tenet Fair Treatment Process [“FTP”], which includes final 

and binding arbitration. You also agree to submit any such disputes 

for resolution under that process . . . .” 149 So. 3d at 164 (alteration 

in original). But the FTP was not attached to the agreement, and 

the agreement did not explain how the employee could access the 

FTP. Id. 

So the court concluded the agreement did not bind the employee to arbitration. Id. at 166. As the court explained, the agreement itself did “not set forth any procedures for arbitration as required by Malone.” Id. (emphasis omitted). Nor did the agreement 

incorporate the FTP by reference. Id. at 166-67. Spicer stated that 

incorporation by reference required “the incorporating document 

. . . (1) [to] specifically provide that it is subject to the incorporated 

collateral document[,] and (2) the collateral document to be 

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14 ROSENBAUM, J., dissenting 18-13452

incorporated must be sufficiently described or referred to in the incorporating agreement so that the intent of both parties may be 

ascertained.” Id. at 166. In Spicer, the court determined that the 

second condition was not met. Id. at 167-68.

The Garcias’ case is even more compelling than Spicer. At 

least in Spicer, the FTP existed somewhere at the time the parties 

signed the agreement referencing it. In contrast, the “binding religious arbitration procedures” that the Garcias’ arbitration agreements referred to did not.

Not only that, but in Spicer, the employee actually received 

an electronic copy of the FTP seventeen days after she signed the 

agreement and well before she had a dispute with the company. 

See id. at 165. Here, as we know, the Garcias never received a copy 

of the “binding religious arbitration procedures” because they did 

not exist until the IJC made them up on the spot.

The Majority Opinion does not meaningfully explain why 

Spicer does not require the conclusion that the arbitration agreements here were invalid. See Maj. Op. at 19. Instead, it says that 

“[t]he Garcias’ agreements provided that the arbitration would be 

‘[i]n accordance with the discipline, faith, internal organization, 

and ecclesiastical rule, custom, and law of the Scientology religion.’” Id. But again, since the district court found as a matter of 

fact that “the discipline, faith, internal organization, and ecclesiastical rule, custom, and law of the Scientology religion” did not include any arbitration procedures and the Church had never previously conducted an arbitration and concededly made up the 

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18-13452 ROSENBAUM, J., dissenting 15

arbitration rules as the arbitration progressed, the reference in the 

Garcias’ agreement on which the Majority Opinion relies provides 

no answer to the form and procedures for the arbitration.

The Majority Opinion also rests on Intracoastal Ventures 

Corp. v. Safeco Ins. Co. of Am., 540 So. 2d 162 (Fla. 4th DCA 1989), 

abrogated on other grounds as recognized in Nationwide Mut. Fire 

Ins. Co. v. Schweitzer, 872 So. 2d 278, 279 (Fla. 4th DCA 2004), and 

Greenbrook NH, LLC v. Est. of Sayre ex rel. Raymond, 150 So. 3d 

878 (Fla. 2d DCA 2014). But both are materially distinguishable.

The arbitration requirement in Intracoastal Ventures involved an appraisal provision in an insurance contract. Intracoastal 

Ventures, 540 So. 2d at 163. Under it, if the insured and the insurer 

could not agree on the amount of a covered loss, the contract required them to each select “a competent independent appraiser.” 

Id. Then the two selected appraisers were to choose “a competent, 

impartial umpire.” Id. If the two appraisers could not agree, either 

or both parties could petition a judge in the state to select an umpire. Id. With the appraisers and umpire selected, the appraisers 

were to set the amount of the loss. Id. If they could not agree, they 

were to submit their differences to the umpire, and written agreement by any two of the three would establish the amount of the 

loss. Id. The Florida District Court of Appeal upheld the arbitration requirement because it found that the provision satisfied the 

requirements set forth by Malone & Hyde. Id. at 164.

The provision in Intracoastal Ventures differs with regard to 

“the form and procedure for arbitration,” Malone & Hyde, 515 So. 

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16 ROSENBAUM, J., dissenting 18-13452

2d at 366, in important respects from the arbitration agreement at 

issue here. Notably, the Intracoastal Ventures arbitration concerned only “amount of the loss.” Intracoastal Ventures, 540 So. 

2d at 163. For that reason, the provision had to establish only a 

form and procedure for determining the amount of the loss. By 

requiring both appraisers to be “competent” and “independent” 

and the umpire to be “competent and impartial,” the provision necessarily demanded that all three decision-makers involved in the 

arbitration be competent appraisers—that is, that they adequately 

apply generally accepted appraisal methods in performing appraisals. 

In other words, by requiring that the appraisers be “competent” and “independent” and the umpire by “competent and impartial,” the arbitration provision in Intracoastal Ventures established 

the procedure by which the appraisal (and thus, the arbitration) 

would be determined—the application of generally accepted appraisal methods. Put simply, the Intracoastal Ventures provision 

effectively incorporated generally accepted appraisal methods, in 

conjunction with its specified procedure for breaking a tie between 

the arbitrators, as its procedural mechanism (rules) for conducting 

the arbitration once the arbitrators (appraisers and umpire) were 

selected.

In contrast, the Scientology provision ties the arbitration 

form and procedure to no set of rules other than the non-existent 

“binding religious arbitration procedures” of the Church. So unlike 

in Intracoastal Ventures, where anyone who read the arbitration 

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18-13452 ROSENBAUM, J., dissenting 17

provision could understand the rules and procedure by which the 

subject matter there—amount of the loss—would be determined, 

here, the arbitration agreements give no idea of the form and procedure the arbitration itself will take. For that reason, the basis for 

upholding the Intracoastal Ventures agreement does not exist here.

As for Greenbrook, there, the parties adopted the Florida Arbitration Code, Fla. Stat. §§ 682.01-.22, as a part of their arbitration 

agreement. 450 So. 3d at 882. So there was no issue that the arbitration agreement did not set forth the form and procedure of the 

arbitration. See id. But again, that’s not the situation here. 

Though Florida law governs the contract principles here, the parties did not adopt the Florida Arbitration Code, so those rules 

didn’t apply to the arbitration here.

III.

Ultimately, the arbitration agreements at issue here are not 

valid under Florida law. They do not identify “the form and procedure” of the arbitration as Florida law requires. Worse yet, at 

the time they were entered and at the time of the so-called arbitration here, the agreements purported to incorporate non-existent 

rules and procedures. As a result, the Church was able to make up 

the arbitration rules as the arbitration progressed. We should not 

condone—let alone sanction—this type of arbitrary and unfair proceeding in the name of the Federal Arbitration Act. I respectfully 

dissent.

 

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