Imagine a loved one has recently passed away. As you’re going through their belongings, you find a letter in the mail referencing gambling debts on a platform you've never heard of. Since gambling is illegal in your state, you assume it's a scam. But as the process unfolds, the company asserts a claim against the estate to recover the alleged debt. You’re convinced this can't be right, this person never gambled. They were a member of the church choir and a deacon. But everyone has their secrets, even those we think we know best. After some investigation, the story begins to make more sense. Quietly, at night, your loved one had been gambling on a mobile app available in the app store. Still, you believe the company has no valid claim on the estate and decide to consult a lawyer. The lawyer agrees and files a lawsuit against the gambling company. However, the company responds by arguing that you cannot sue them because your loved one signed a binding arbitration agreement. Your lawyer explains, in simple terms, that if such an agreement was indeed signed, the dispute must be resolved through private arbitration rather than through the court system. You protest, how can that be? You never signed anything.

A case decided on April 25, 2025, by the Alabama Supreme Court, Zynga, Inc. v. Mills, provides insight into whether an arbitration agreement can be enforced against a third party. In this case, the Alabama Supreme Court held that, “the plaintiffs’… claims are subject to arbitration, and the trial court erred in denying the defendants’ motions to compel arbitration in these cases.” Zynga, Inc. v. Mills, No. SC-2024-0454, 2025 WL 1198744, at *6 (Ala. Apr. 25, 2025). In Zynga, Inc. v. Mills, the Court explained that while third parties are generally not bound by arbitration agreements, “the executor or administrator of an estate may be bound by an arbitration provision executed by the decedent.” Id. at 4.

Under Alabama law, generally “a nonsignatory to an arbitration agreement cannot be compelled to arbitrate his or her claims,” UBS Fin. Servs., Inc. v. Johnson, 943 So. 2d 118, 122 (Ala. 2006). However, this rule is subject to exceptions: “the executor or administrator of an estate may be bound by an arbitration provision executed by the decedent.” Id. at 4. An “executor or administrator stands in the decedent's shoes when asserting claims that are… [brought] [on] decedent’s [behalf].” Zynga, Inc. v. Mills, WL 1198744, at *5. Based on this, one “must also abide by the terms of any valid agreement, including an arbitration agreement, entered into by the decedent.” SouthTrust Bank v. Ford, 835 So. 2d 990, at 993–94 (Ala. 2002). Therefore, when bringing suit as the executor of an estate, if the decedent signed an arbitration agreement, you must also abide by that agreement. Id. Accordingly, the court compelled arbitration in Zynga, Inc. v. Mills, as the executor of the estate was bringing suit on behalf of the deceased.

The Alabama Supreme Court made the correct decision in this case. While it may seem, at first glance, unjust to hold someone to an arbitration agreement they did not sign, this is not always true when that person is suing on behalf of someone else. When bringing a claim on behalf of an estate, you are stepping into the decedent’s shoes and should be subject to the same agreements they were. Simply being a third party does not allow you to avoid the binding agreements made by the person you now represent. The Alabama Supreme Court also made an important distinction: if you are not suing on the decedent’s behalf, you cannot be held to their arbitration agreement. This is common sense, though the law does not always align with what seems intuitive. The Court rightly recognized this scenario as an exception, rather than a general rule. A third party may be bound by an arbitration agreement only in select circumstances, most often, when acting in a representative capacity. In most cases, however, a third party cannot be compelled to honor an agreement they did not personally execute.

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