The Bridge Strategy & Technology Consulting, LLC v. Josh Adams

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




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