JACKSON v. STEVENSON

── JACKSON v. STEVENSON ── Court: Supreme Court of Georgia Date: May 19, 2026 Category: General NOTICE: This opinion is subject to modification resulting from motions for reconsideration under Supreme Court Rule 27, the Court’s reconsideration, and editorial revisions by the Reporter of Decisions. The version of the opinion published in the Advance Sheets for the Georgia Reports, designated as the “Final Copy,” will replace any prior version on the Court’s website and docket. A bound volume of the Georgia Reports will contain the final and official text of the opinion. In the Supreme Court of Georgia No. S25G0922 Richard L. Jackson et al. v. Mark Stevenson et al. On Writ of Certiorari from the Court of Appeals of Georgia No. A24A1853 Argued: December 9, 2025  Decided: May 19, 2026 LAND, Justice. We granted certiorari in this case to consider the circum- stances under which an entity that is not a signatory to an arbi- tration agreement can be compelled to arbitrate claims brought against it by a signatory entity under the doctrine of equitable estoppel and whether the arbitrator in this case exceeded his pow- ers by requiring the nonsignatory to arbitrate. We conclude that, under the circumstances of this case, equitable estoppel cannot be applied to compel the nonsignatory entity to arbitrate and that the arbitrator exceeded his powers by doing so. We therefore re- verse the judgment of the Court of Appeals affirming the trial court’s order confirming the arbitration award against the non- signatory party, see Jackson v. Stevenson, 374 Ga. App. 741 (2025), vacate the arbitration award against the nonsignatory party, and remand the case to the Court of Appeals for further proceedings consistent with this opinion. 1. Background and Procedural History The relevant facts, as summarized by the Court of Appeals, are as follows: The record shows that respondent Jackson and claimant Stevenson, through various companies that each owned, were members of a real estate de- velopment joint venture. The Jackson entities owned 70 percent of the venture and the Stevenson entities owned 30 percent. The venture was governed by two operating agree- ments[ 1] that contained identical sections requiring arbitration under the Federal Arbitration Act (“FAA”)[ 2] of “[a]ny dispute, controversy or claim arising out of or relating to” the agreements. Under a separate consulting agreement, claimant Steven- son managed the operations of the venture. In 2022, the Jackson entities sought to terminate the venture. The operating agreements provided that the member who wanted to end the relationship could present a “Buy/Sell Notice” to the other mem- ber to buy them out or, at the other member’s elec- tion, to sell their ownership interest to the other member. The operating agreements required the transaction to close within 90 days after the right to buy or sell had been exercised. 1 The “Artisan Operating Agreement” was signed by Jackson on behalf of Artisan Built Parent, LLC and Naturewalk Development Company Parent, Inc. The “SAWS Operating Agreement” was signed by Jackson on behalf of SAWS Parent, LLC and JIG Real Estate, LLC (“JIGRE”). 2 9 USC §§ 1-16 (1947). 2 The Jackson entities offered to buy out the Steven- son entities’ interest for $3 millio