On August 30, 2020, Abigail Cerna and her child visited Urban Air Trampoline and Adventure Park in Pearland, and on entry Cerna signed a "Customer Release, Assumption of Risk, Waiver of Liability, and Indemnification Agreement" (the August Agreement).¹ Its broad arbitration clause covers any dispute "arising out of or relating to" the agreement, the premises, activities, property damage, or personal injury, and any dispute about "the scope, arbitrability, or validity" of the arbitration agreement, to be settled by a single American Arbitration Association arbitrator.² Neither the arbitration clause nor any other clause contains express language as to the agreement's duration.³ Cerna and her child returned on November 21, 2020, without signing another agreement, and she alleges that he was seriously injured that day when he cut his foot jumping on a trampoline.⁴

Cerna sued Urban Air, which moved to compel arbitration under the August Agreement; she responded that the agreement could not apply to the November visit, so no agreement to arbitrate existed for it, and the trial court denied the motion after a hearing.¹ The Fourteenth Court of Appeals reversed in an interlocutory appeal, holding that the August Agreement was valid, that Cerna's argument concerned scope and not existence, and that scope had been delegated to the arbitrator.² The Court granted review, heard argument on March 19, 2025, and decided the case on May 23, 2025.³

Petition for review from the Fourteenth Court of Appeals in an interlocutory appeal from the denial of a motion to compel arbitration; argued March 19, 2025, and decided May 23, 2025.⁴

Cerna presents one issue: whether the court of appeals erred by assuming the earlier release applied to later visits, so that an arbitrator decides what she calls contract formation, which the court of appeals recast as an issue about "scope".¹ Urban Air frames two issues: whether the court of appeals correctly held that a valid arbitration agreement covering Cerna's claims was formed, and whether it correctly held that her challenges are delegated issues of scope and arbitrability.²

A party seeking to compel arbitration must establish that there is a valid arbitration clause and that the claims in dispute fall within its scope; courts decide the first question, and delegation provisions are enforced only if they "clearly and unmistakably" delegate matters of scope to the arbitrator.¹

Whether the challenge goes to existence or to scope.

Petitioner (Cerna): Courts always decide the existence of an agreement at the outset even when scope has been delegated, and the August release does not state that it governs future visits, so Urban Air did not carry its burden to show an agreement for the November visit; the ruling below would take courts out of deciding whether an agreement exists.¹ She argues that under Urban Air's approach disputes would be delegated to arbitration in perpetuity.² In reply she contends that Urban Air mischaracterizes her argument as one that the release expired and that the court of appeals' framing distorted the burden of proof.³

Respondent (Pearland Urban Air): The existence of the August Agreement is not in dispute, and all of Cerna's challenges concern whether it continued to apply, which are delegated questions of scope and arbitrability under Baby Dolls; the lack of a durational clause does not create an existence question.⁴

Cerna argued that the court of appeals' misapplication of contract-law principles confirmed the suspicion that arbitration "never loses," even when contract law compels denying it.¹ Urban Air responded that the court of appeals correctly applied Texas law and followed binding precedent such as Baby Dolls, which had already rejected similar arguments.²

• Delegation clause. Asked how the analysis runs, Pearland's counsel said a valid delegation clause sends scope questions to the arbitrator, as everyone agrees for the first agreement. (Oral Argument, 0:25:55)
• No written revocation. Asked why formation of a second agreement goes to the arbitrator, Pearland's counsel pointed to the undisputed August 30 agreement, which needs a writing to modify, with none. (Oral Argument, 0:26:57)
• Duration. Asked about a lease with no stated duration, Cerna's counsel said ordinarily the law implies a reasonable time to accomplish the bargain. (Oral Argument, 0:02:38)
• Formation or scope. Asked whether one visit or many is a scope issue, Cerna's counsel said it is formation, but could be both, since unwritten contracts accepted by performance are common. (Oral Argument, 0:10:45)

• Chevron U.S.A., Inc., et al. filed an amicus curiae brief on March 5, 2025.

Holding

Because the parties agree that the August Agreement is valid, Cerna's argument that it does not extend to the November visit is a challenge to scope, not to the agreement's existence, and the parties clearly and unmistakably delegated it to the arbitrator.¹

Reasoning

Courts decide challenges to the existence of an arbitration agreement, which include formation, a non-signatory's being compelled to arbitrate, and a later agreement that may have superseded the first; once existence is established, a court ordinarily decides scope unless the parties unmistakably delegated it, in which case the court must compel arbitration.² Cerna does not dispute formation, whether the agreement applies to her, or the existence of a superseding agreement; she questions the extent of the August Agreement's applicability, which is an argument about scope.³ Under TotalEnergies, reframing a scope challenge as whether an agreement "exists as to the claims" asserted collapses two separate inquiries, and an argument about existence confined to a particular claim crosses the threshold from existence to scope.⁴ The clause's reference to "scope, arbitrability, or validity" is similar to language the Court has held to be clear and unmistakable, so the arbitrator decides whether the August Agreement applies to subsequent visits, and the Court expressed no opinion on that question.⁵

The Court added that existing law guards against rubberstamping delegation: the "clear and unmistakable" standard prevents implied delegation, a subsequent agreement may require a court to decide whether the first remains in existence, and an arbitrator decides whether compelling arbitration of a dispute wholly outside an agreement was frivolous.⁶

Disposition

The Court affirmed the court of appeals' judgment and remanded the case to the trial court to issue an order compelling arbitration.⁷

Vote Breakdown

Majority Opinion by Justice Bland

Joined by Blacklock, C.J., and Boyd, Busby, Devine, Huddle, Lehrmann, Sullivan, and Young, JJ.