In the Court of Appeals Second Appellate District of Texas at Fort Worth ___________________________ No. 02-25-00698-CV ___________________________
THE BRIDGE STRATEGY & TECHNOLOGY CONSULTING, LLC, Appellant
V.
JOSH ADAMS, Appellee
On Appeal from County Court at Law No. 3 Tarrant County, Texas Trial Court No. 2025-005935-3
Before Sudderth, C.J.; Kerr and Womack, JJ. Memorandum Opinion by Justice Kerr MEMORANDUM OPINION
This appeal concerns the arbitrability of a former employee’s
breach-of-contract and quantum-meruit claims. Appellee Josh Adams sued Appellant
The Bridge Strategy & Technology Consulting, LLC for its alleged failure to
compensate him with cash- and stock-based commissions. Citing an arbitration clause
in Adams’s Employment Covenants Agreement, Bridge moved to compel arbitration
and to stay the trial court’s proceedings. Adams responded that the arbitration
clause—which referenced various statutory claims and claims of “improperly or
insufficiently paid wages”—did not encompass his claims. The trial court agreed and
denied Bridge’s motion. Because we conclude that Adams’s claims do fall within the
arbitration clause, we will reverse and remand.
I. Background
In July 2024, Adams accepted Bridge’s offer to become its Director of Business
Development. As part of the offer, Bridge agreed to pay Adams a 4% commission on
all invoiced revenue he generated and further agreed to grant him 500 “phantom”
stock units “for every $500,000 in contract value executed” over a certain time period.
Bridge terminated Adams’s employment in February 2025. Four months later,
Adams sued Bridge and three individual officers and directors for breach of contract
2 and quantum meruit. 1 Adams alleged that Bridge owed him around $243,000 for
unpaid cash and stock commissions.
Bridge moved the trial court to order arbitration and to stay its proceedings
under the Employment Covenants Agreement that Adams had signed:
28. ARBITRATION OF CERTAIN EMPLOYMENT CLAIMS – You agree that any covered claim, dispute, and/or controversy that You may have against the Company (or its owners, directors, officers, managers, employees or agents) arising from, relating to, or having any relationship or connection whatsoever with: (i) the Fair Labor Standards Act (“FLSA”), the Equal Pay Act (“EPA”) or any state or local wage and hour statute, ordinance, or regulation, or any other claim or cause of action alleging You were improperly or insufficiently paid wages, (ii) the Employee Retirement Income Security Act of 1974 (“ERISA”); and/or (iii) the Fair Credit Reporting Act (“FCRA”), shall be submitted exclusively to and determined exclusively by binding arbitration under the Federal Arbitration Act, 9 U.S.C. § 1 et seq. . . .
In response, Adams drew the trial court’s attention to the clause’s statutory references
and the undefined term “wages” and argued that the arbitration agreement did not
cover his claims about unpaid “cash or stock commissions.” The trial court conducted
a hearing, agreed with Adams’s contract construction, and denied Bridge’s motion.
II. Discussion
Bridge raises two interrelated appellate issues, asserting that the trial court erred
by not compelling arbitration and staying the trial proceedings. We agree.
1 He alleged that because Bridge’s corporate privileges and registration had been forfeited, the three individuals were liable for Bridge’s debts.
3 A. Standard of Review and Applicable Law
We review the denial of a motion to compel arbitration for an abuse of
discretion, deferring to the trial court’s factual determinations if they are supported by
evidence but reviewing its legal determinations de novo. Henry v. Cash Biz, LP,
551 S.W.3d 111, 115 (Tex. 2018). We review de novo whether the claims in dispute
fall within the scope of a valid arbitration agreement. Id.
“The Federal Arbitration Act (FAA) generally governs arbitration provisions in
contracts involving interstate commerce.” Id.2 “Under the FAA, a presumption exists
favoring agreements to arbitrate.” Id. (citing In re FirstMerit Bank, N.A., 52 S.W.3d
749, 753 (Tex. 2001)). The employment agreement at issue generally provides that
Georgia law governs, but the agreement’s arbitration clause specifically states that
arbitration is to be “determined exclusively . . . under the [FAA].” See id.
In the broadest terms, “[a] party seeking to compel arbitration . . . must
establish (1) the existence of a valid arbitration agreement and (2) that the claims at
issue fall within that agreement’s scope.” ConocoPhillips Co. v. Graham,
No. 01-11-00503-CV, 2012 WL 1059084, at *2 (Tex. App.—Houston [1st Dist.] Mar.
29, 2012, no pet.) (mem. op.) (citing In re Kellogg Brown & Root, Inc., 166 S.W.3d 732,
737 (Tex. 2005) (orig. proceeding)). We construe an arbitration agreement according
We have jurisdiction over this accelerated interlocutory appeal under Section 2
51.016 of the Texas Civil Practice and Remedies Code. See Tex. Civ. Prac. & Rem. Code Ann. § 51.016; In re Whataburger Rests. LLC, 645 S.W.3d 188, 190 n.1 (Tex. 2022).
4 to contract-construction principles. AT&T Mobility LLC v. Concepcion, 563 U.S. 333,
339, 131 S. Ct. 1740, 1745 (2011). Thus, we must ascertain the parties’ true intent as
expressed by the plain language they used. See Great Am. Ins. v. Primo, 512 S.W.3d 890,
893 (Tex. 2017). In doing so, we must examine the entire agreement to try to
harmonize and give effect to all contractual provisions so that none will be
meaningless. MCI Telecomms. Corp. v. Tex. Utils. Elec. Co., 995 S.W.2d 647, 652 (Tex.
1999). We give a contract term its plain and ordinary meaning unless the contract
indicates that the parties intended to give it a different meaning. Reeder v. Wood Cnty.
Energy, LLC, 395 S.W.3d 789, 794–95 (Tex. 2012).
“[W]hen an issue is pending in both arbitration and litigation, the [FAA]
generally requires the arbitration to go forward first; arbitration ‘should be given
priority to the extent it is likely to resolve issues material to [the] lawsuit.’” In re Merrill
Lynch Tr. Co. FSB, 235 S.W.3d 185, 195 (Tex. 2007) (orig. proceeding) (quoting
AgGrow Oils, L.L.C. v. Nat’l Union Fire Ins. Co., 242 F.3d 777, 783 (8th Cir. 2001)); see
9 U.S.C. § 3. We review a trial court’s ruling on a motion to stay litigation pending an
arbitration’s outcome for an abuse of discretion. Kirby v. Stratus Dominion Anesthesia
Assocs., PLLC, No. 02-24-00463-CV, 2025 WL 1006283, at *2–3 (Tex. App.—Fort
Worth Apr. 3, 2025, pet. dism’d) (mem. op.).
B. Analysis
Both of Bridge’s appellate issues turn on the issue of whether Adams agreed to
arbitrate his claims for unpaid cash and stock commissions. He did.
5 1. Georgia Law’s Preemption
Before we discuss Bridge’s central argument, we first consider a threshold issue
that Adams has raised on appeal: whether the arbitration clause is enforceable under
Georgia law because he did not initial the arbitration clause when he executed the
employment-related agreement. See Ga. Code Ann. § 9-9-2(c)(9).3 Adams cannot
prevail on this issue because the parties agreed that binding arbitration would be
“determined exclusively . . . under the [FAA],” the FAA preempts Georgia law, and
the FAA does not require such initialing. See 9 U.S.C. §§ 1–16.
Undisputedly, the arbitration clause at hand states that the parties agreed to
submit “certain employment claims” to “binding arbitration under the [FAA].” So the
parties agree that federal law—which generally preempts state law—controls. See
AT&T Mobility LLC, 563 U.S. at 352, 131 S. Ct. at 1753 (holding that state law is
preempted when it “stands as an obstacle to the accomplishment and execution of the
[FAA’s] full purposes and objectives”); Doctor’s Assocs., Inc. v. Casarotto, 517 U.S. 681,
687, 116 S. Ct. 1652, 1656 (1996) (“Courts may not . . . invalidate arbitration
agreements under state laws applicable only to arbitration provisions.” (emphasis in
original)). In line with the numerous state and federal courts in Georgia that have
analyzed the same signature issue that Adams raises, we conclude that the FAA
3 Georgia’s state arbitration statute expressly conditions enforcing an arbitration clause “relating to terms and conditions of employment” upon the arbitration clause’s being “initialed by all signatories at the time of the execution of the agreement.” Ga. Code Ann. § 9-9-2(c)(9).
6 preempts Section 9-9-2(c)(9)’s application to the arbitration clause at hand. See
Davidson v. A.G. Edwards & Sons, Inc., 748 S.E.2d 300, 302–03 (Ga. Ct. App. 2013);
Langfitt v. Jackson, 644 S.E.2d 460, 465 (Ga. Ct. App. 2007); Halvorson v. Alston & Bird,
LLP, No. 1:23-CV-04881, 2024 WL 5701781, at *2–3 (N.D. Ga. Mar. 13, 2024), report
and recommendation adopted, No. 1:23-CV-04881, 2024 WL 5701411, at *3 (N.D. Ga.
June 13, 2024) (“[T]he [c]ourt concludes that the [Magistrate Judge] properly
concluded that this state statutory provision is preempted by the FAA.”); see also In re
Nexion Health at Humble, Inc., 173 S.W.3d 67, 69 (Tex. 2005) (holding that the FAA
preempts the Texas Arbitration Act’s signature requirements that apply to
personal-injury cases).
2. The Arbitration Clause’s Scope
Returning to the parties’ main point of contention, we consider whether
Adams’s claims for breach of contract and quantum meruit concerning his alleged
unpaid cash and stock commissions fall within the arbitration agreement’s scope. See
Kellogg Brown & Root, Inc., 166 S.W.3d at 737. To determine the parties’ intent, we turn
to the language they used and give their terms a plain and ordinary meaning unless the
contract indicates that they intended otherwise. See Great Am. Ins., 512 S.W.3d at 893.
Here, the parties did not agree to arbitrate all their disputes or even all their
employment disputes. Rather, Paragraph 28’s heading indicates that they were
agreeing to arbitrate only “certain employment claims.”
7 But what were those certain claims, and did they include Adams’s claims for
unpaid cash and stock commissions? For ease in analysis, we structurally break down
what the parties agreed to arbitrate:
any covered claim, dispute, and/or controversy that [Adams][4] may have against [Bridge] (or its owners, directors, officers, managers, employees or agents)
arising from, relating to, or having any relationship or connection whatsoever with:
(i) the [FLSA],
the [EPA,]
or any state or local wage and hour statute, ordinance, or regulation,
or any other claim or cause of action alleging [Adams was] improperly or insufficiently paid wages,
(ii) [ERISA]; and/or
(iii) the [FCRA.] [Formatting altered.]
In arguing against compelled arbitration, Adams ignores the first two lead-in
clauses and homes in on the referenced statutes to argue that he did not file a claim
under the FLSA, the EPA, any state or local wage and hour statute, ERISA, or the
FCRA. Then, zooming in even closer on the last part of the (i) clause, he argues that
4 The term “You” specifically refers to “Joshua Adams.” “Company” means “The Bridge Strategy and Technology Consulting, LLC, and/or any Affiliate Company to which [Adams’s] employment relationship may be transferred following the execution of this Agreement or which may otherwise be considered [his] joint or statutory employer.”
8 neither of his legal claims for unpaid cash and stock commissions constitutes a “claim
or cause of action alleging [he was] improperly or insufficiently paid wages.”
Purportedly quoting the online Merriam-Webster Dictionary’s definition,
Adams argues that a “‘wage’ is ‘a payment of money for work or services usually
calculated on an hourly, daily, or piecework basis,’” and he suggests that commissions,
including cash and stock benefits, are not typically calculated on an hourly, daily, or
piecework basis. He thus argues that his cash- and stock- commissions claims are not
claims for improperly or insufficiently paid wages and are outside the agreement’s
scope.
Adams’s construction argument—although it convinced the trial court to deny
Bridge’s motion—is legally flawed for at least three reasons. First, he too narrowly
construes the term “wages.” Second, he fails to recognize the impact of the parties’
using the “arising out of” lead-in clause, which broadens the arbitration agreement’s
scope. And third, he cannot rely on the interpretive tool that the arbitration clause be
construed against the drafter—Bridge—because (1) the tool is inapplicable, (2) the
agreement forecloses its application and (3) so does the FAA. See Lamps Plus, Inc. v.
Varela, 587 U.S. 176, 189, 139 S. Ct. 1407, 1418–19 (2019); Ellis v. Schlimmer,
337 S.W.3d 860, 862 (Tex. 2011).
a. Adams construes “wages” too narrowly.
On whether Adams’s claims for unpaid cash and stock commissions constitute
“wages” under the employment agreement, the agreement itself does not define that
9 term. In such a circumstance, we must discern the common and ordinary meaning,
and we may consult dictionaries. Tex. State Bd. of Exam’rs of Marriage & Fam. Therapists
v. Tex. Med. Ass’n, 511 S.W.3d 28, 35 (Tex. 2017) (citing Epps v. Fowler, 351 S.W.3d
862, 866 (Tex. 2011)).
We begin with Merriam-Webster. According to its online dictionary, a “wage”
is “a payment usually of money for labor or services usually according to a contract and
on an hourly, daily, or piecework basis.” [Emphases added.]5 See Wage,
Merriam-Webster Online Dictionary, https://www.merriam-webster.com/
dictionary/wage. Notably, this definition twice uses the modifier “usually,” 6 and both
uses connote that a wage (1) is a payment most often or ordinarily of money that (2) is
paid most often or ordinarily under a contract on an hourly, daily, or piecework basis.
By the definition’s incorporating the term “usually” instead of a nongradable adjective
like “always” or “only,” 7 Merriam-Webster does not cabin wage’s meaning to being an
hourly wage or otherwise exclude from its meaning payment in the form of cash- or
5 In his brief, Adams omits the first “usually” and fails to discuss how both uses of the word affect the definition. 6 See Usually, Merriam-Webster Online Dictionary (“according to the usual or ordinary course of things: most often: as a rule: customarily, ordinarily”), https://www.merriam-webster.com/dictionary/usually. 7 See Nongradable Adjectives, Bryan A. Garner’s Modern English Usage 23–24 (5th ed. 2022) (explaining that nongradable adjectives describe absolute states or conditions).
10 stock-based commissions. Id.; cf. Bryan A. Garner’s Modern English Usage 500 (5th
ed. 2022) (stating that “usually always” is an “unconscious oxymoron[]”).
In support of this interpretation, we look to Black’s Law Dictionary, which
contains the following definition of the term “wage”: “Payment for labor or services,
usu. based on time worked or quantity produced.” Wage, Black’s Law Dictionary (12th
ed. 2024). Like Merriam-Webster, Black’s Law Dictionary broadly defines “wage” as a
“[p]ayment for labor or services” and then modifies that definition with “usually,”
indicating that the payment is usually but not always or only “based on time worked
or quantity produced.” See id. Importantly, Black’s definition further states that
“[w]ages include every form of remuneration payable for a given period to an
individual for personal services, including salaries, commissions, vacation pay,
bonuses, and the reasonable value of board, lodging, payments in kind, tips, and any
similar advantage received from the employer.” Id. So Black’s descriptive statement
recognizes that wages encompass commissions. Id.
Adams argues that we should not consult Black’s Law Dictionary and should
use his misquoted Merriam-Webster definition. But the Texas Supreme Court has
itself repeatedly used Black’s Law Dictionary when interpreting internally undefined
contractual terms, see, e.g., Skeels v. Suder, 671 S.W.3d 664, 672 & n.37 (Tex. 2023)
(using Black’s to discern the plain meaning of a corporate resolution’s term);
Barrow-Shaver Res. Co. v. Carrizo Oil & Gas, Inc., 590 S.W.3d 471, 480 (Tex. 2019)
(consulting Black’s to ascertain the plain, ordinary, and generally accepted meaning of
11 a contract term), and it has done so when interpreting undefined contractual terms in
arbitration disputes, see, e.g., Baby Dolls Topless Saloons, Inc. v. Sotero, 642 S.W.3d 583,
587 (Tex. 2022); Loya v. Loya, 526 S.W.3d 448, 452 (Tex. 2017). Regardless of whether
we look to Merriam-Webster alone or along with Black’s, the result is the same: the
plain, ordinary, and generally accepted meaning of the term “wages” does not exclude
but rather includes payment by commissions.
b. “Arising from, relating to,” etc. sweep broadly.
The second flaw in Adams’s proffered construction is its failure to examine the
entirety of the arbitration clause, including the lead-in phrasing. See MCI Telecomms.
Corp., 995 S.W.2d at 652. Adams agreed to arbitrate any claim, dispute, or controversy
“arising from, relating to, or having any relationship or connection whatsoever with”
the listed claims. This court has previously explained that arbitration provisions with
sweeping and expansive phrases—such as “any disputes,” “arising from,” “relating
to,” and the like—should be interpreted broadly. Mid-Am. Apts., L.P. v. Trojan, No.
02-21-00204-CV, 2021 WL 5028794, at *3–4 (Tex. App.—Fort Worth Oct. 28, 2021,
no pet.) (mem. op).
Here, Adams did not plead a cause of action under the FLSA, the EPA, any
state or local wage and hour statute, ERISA, or the FCRA. But given that Adams
agreed to arbitrate any claims “relating to[] or having any relationship or connection
whatsoever with” these statutes, we also consider—in the interest of thoroughness—
how they treat commissions and wages:
12 • The FLSA requires that commissions be included when calculating the “regular rate” of pay for overtime purposes. See 29 C.F.R. §§ 778.108, .117.
• Chapter 61 of the Texas Labor Code—governing the prompt payment of wages—specifically includes commissions in it definition of wages: “‘Wages’ means compensation owed by an employer for . . . labor or services rendered by an employee, whether computed on a time, task, piece, commission, or other basis.” Tex. Lab. Code Ann. § 61.001(7)(A) (emphasis added).
• Concerning unemployment compensation, the Texas Labor Code states that “‘wages’ means all remuneration for personal services,” including “the cash value of remuneration paid in a medium other than cash[.]” Id. § 201.081.
• And while the Texas Minimum Wage Act does not statutorily define “wage,” courts have construed the term—using both Black’s Law Dictionary and other dictionaries—to mean more than an hourly wage and to include, for example, awarded leave. See id. § 62.002 (listing definitions); Washington v. Assoc. Builders & Conts. of S. Tex. Inc., 621 S.W.3d 305, 314–18 (Tex. App.—San Antonio 2021, no pet.) (defining “wage”—as used in the TMWA—to mean “a payment to a person for services rendered” and concluding that the TMWA encompassed and preempted a city ordinance concerning sick and safe leave); Tex. Ass’n of Bus. v. City of Austin, Tex., 565 S.W.3d 425, 439–41 (Tex. App.— Austin 2018, pet. denied) (same concerning paid sick leave).
Because the agreement used expansive, sweeping language tying any claims
“relating to[] or having any relationship or connection whatsoever with” these
statutes, their statutory definitions of “wages” inform our construction of the
arbitration clause. Thus, reading the arbitration clause in its entirety, with its sweeping
and expansive lead-in phrases, we conclude that the parties intended for the
arbitration clause to cover Adams’s dispute over his cash and stock commissions. See
Mid-Am. Apts., L.P., 2021 WL 5028794, at *3–4.
13 c. The agreement itself negates any contra-the-drafter argument.
Finally, we address Adams’s contention that because Bridge drafted the
arbitration agreement, we should construe it against Bridge. We may not, however,
rely on the construe-against-the-drafter interpretive tool unless we are construing an
ambiguous contract or one that is reasonably susceptible to more than one
interpretation. See Piranha Partners v. Neuhoff, 596 S.W.3d 740, 749 (Tex. 2020). As we
have explained above, the term “wages” as used in the parties’ arbitration agreement is
not ambiguous or reasonably susceptible to more than one interpretation, so we may
not use this interpretive tool. See id.
But even were we to conclude otherwise—which we do not—the parties
expressly agreed in their arbitration agreement that should they dispute the
agreement’s language, “the fact that one [p]arty drafted the [a]greement shall not be
used in its interpretation.” Such language not only reflects the parties’ intent to not
use the construe-against-the-drafter tool but is consistent with the Supreme Court’s
rejection of it in FAA-governed arbitration disputes: “Although the rule enjoys a place
in every hornbook and treatise on contracts, . . . the reach of the canon construing
contract language against the drafter must have limits, no matter who the drafter
was.” See Lamps Plus, Inc., 587 U.S. at 187, 139 S. Ct. at 1417 (citation modified).
“[T]he FAA itself provide[s] the rule.” Id., 587 U.S. at 189, 139 S. Ct. at 1419.
“[C]ourts should resolve any doubts as to the agreement’s scope . . . in favor of
arbitration.” Ellis, 337 S.W.3d at 862; see also Henry, 551 S.W.3d at 115 (“The
14 presumption in favor of arbitration is so compelling that a court should not deny
arbitration unless it can be said with positive assurance that an arbitration clause is not
susceptible of an interpretation [that] would cover the dispute at issue.” (citation
modified)). In sum, for each of these reasons, we reject Adams’s assertion that we
may construe the agreement against Bridge.
Accordingly, having concluded that the arbitration clause is enforceable and
covers Adams’s claims, we conclude that the trial court erred by denying Bridge’s
motion to compel arbitration. We sustain Bridge’s first issue.
3. Bridge’s Stay Request
In its second issue, Bridge contends that because the trial court erred by
denying its motion to compel arbitration, the trial court likewise erred by denying its
request to stay the trial proceedings. “The FAA requires courts to stay litigation of
issues that are subject to arbitration.” Kirby, 2025 WL 1006283, at *2 (first citing
9 U.S.C. § 3; and then citing Merrill Lynch Tr. Co., 235 S.W.3d at 195). Here, Adams’s
claims for unpaid cash and stock commissions are subject to arbitration. Accordingly,
the trial court erred by not granting Bridge’s requested stay. See id. We sustain Bridge’s
second issue.
III. Conclusion
Having sustained both of Bridge’s issues, we reverse the trial court’s order
denying Bridge’s motion to compel arbitration and remand for the trial court to enter
an order compelling arbitration and staying all proceedings in the trial court pending
15 the arbitration’s completion. See J.B. Hunt Transp., Inc. v. Lester, No. 02-23-00035-CV,
2023 WL 3876758, at *9 (Tex. App.—Fort Worth June 8, 2023, no pet.) (mem. op.)
(citing Mid-Am. Apts., L.P., 2021 WL 5028794, at *7).
/s/ Elizabeth Kerr Elizabeth Kerr Justice
Delivered: April 16, 2026