Doyle v. UBS Fin. Servs., Inc., et al.

2nd CircuitJul 14, 2025

Split Score

SplitScore: 75/100

Case Summary

Disposition

Affirmed

The Second Circuit held that UBS Financial Services, Inc. and adviser Jay S. Blair forfeited their contractual right to compel arbitration of the Tower Foundation trustees’ fiduciary-breach claims. Relying on the Supreme Court’s 2022 decision in Morgan v. Sundance, the panel ruled that the defendants’ earlier motion to dismiss the lawsuit—seeking adjudication in federal court—was conduct inconsistent with arbitration and therefore constituted waiver, so the district court’s denial of the motion to compel arbitration was affirmed.

Circuit Split Identified

Legal Issue

Proper post-Morgan v. Sundance standard for finding waiver of a contractual right to arbitrate under the Federal Arbitration Act.

Circuit Positions

3rd Circuit4th Circuit8th Circuit9th Circuit

Apply a simple conduct-based test: did the party act inconsistently with the right to arbitrate (no prejudice inquiry).

6th Circuit

Retain the pre-Morgan waiver factors but delete the prejudice element.

0th Circuit7th Circuit10th Circuit11th Circuit

Analyze waiver strictly under ordinary contract-law principles as directed by Morgan.

Conflict Summary

Since the Supreme Court’s 2022 decision in Morgan v. Sundance eliminated the prejudice requirement, circuits have adopted different replacement tests. Some circuits ask only whether the party acted inconsistently with the right to arbitrate, others retain their pre-Morgan multi-factor tests minus the prejudice element, and a third group frames the inquiry purely as a matter of contract-law principles.

Parties & Counsel

Parties

Appellant:UBS Financial Services, Inc. and Jay S. Blair
Appellee:Cynthia T. Doyle, Mollie T. Byrnes, James Weiss, and David Welbourn, as Trustees of the Peter and Elizabeth C. Tower Foundation

Legal Counsel

Appellant:Joshua Scott Bratspies, Sherman Atlas Sylvester & Stamelman LLP (with Terrance P. Flynn, Harris Beach Murtha Cullina PLLC)
Appellee:Brian E. Whiteley, Barclay Damon LLP (with Benjamin Reed Zakarin, Barclay Damon LLP)

Opinion Document