Fi-Evergreen Woods, LLC v. Estate of Robinson

172 So. 3d 493, 2015 Fla. App. LEXIS 11195, 2015 WL 4486504
CourtDistrict Court of Appeal of Florida
DecidedJuly 24, 2015
DocketNo. 5D14-3787
StatusPublished
Cited by6 cases

This text of 172 So. 3d 493 (Fi-Evergreen Woods, LLC v. Estate of Robinson) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Fi-Evergreen Woods, LLC v. Estate of Robinson, 172 So. 3d 493, 2015 Fla. App. LEXIS 11195, 2015 WL 4486504 (Fla. Ct. App. 2015).

Opinion

LAWSON, C.J.

For the second time, nursing home defendants appeal an order denying their motion to compel arbitration. The first appeal ended with remand for an eviden-tiary hearing to determine whether the female patient’s husband had authority to bind her with his signature on an arbitration agreement. See Fi-Evergreen Woods, LLC v. Robinson, 135 So.3d 331, 337 (Fla. 5th DCA 2013). Appellants now challenge the trial judge’s determination that the husband’s signature did not bind the wife. We reverse, noting at the outset that because the evidence in this case consisted of two depositions and a few documents, this court has the same vantage point as the trial court in evaluating that evidence. See Beckham/Tillman v. Bennett, 118 So.3d 896, 898 (Fla. 1st DCA 2013) (quoting State v. Sepanik, 110 So.3d 977, 978 (Fla. 2d DCA 2013)) (“[W]hen the trial court’s determination turns upon the meaning of ... depositions [and] other documents ... which are presented in essentially the same form to the appellate court ... the trial court does not have a special vantage point in such cases.”).

Although the husband had no clear recollection of the admissions process, the nursing home’s admissions director did. She testified that when she entered the patient’s room, the patient was alert, lying on the bed, with her husband standing nearby. The admissions director told the patient that she was there with the admissions documents, which needed to be signed. The patient responded that she wanted her husband to handle (review and sign) the documents. Then, the husband proceeded to sign the documents, which included the arbitration agreement, in the presence of both his wife and the admissions director. During the process, the admissions director. expressly noted the arbitration agreement, in the patient’s presence, explaining that the facility did not require entry into an arbitration agreement as a condition to admission. Relying on Stalley v. Transitional Hospitals Corporation of Tampa, 44 So.3d 627 (Fla. 2d DCA 2010), the trial court found that the husband was not authorized to sign the arbitration agreement on these facts. This conclusion was error.1

As explained in Stalley, a non-signatory to an arbitration agreement is bound to the agreement “when the signatory ... is authorized to act as the agent of the person sought to be bound[.]” Id. at 630. In this regard, arbitration agreements are no different from any other contract in that “ ‘ordinary principles of contract law and agency’ ” determine the issue. Id. (quoting Martha A. Gottfried, Inc. v. Paulette Koch Real Estate, Inc., 778 So.2d 1089, 1090 (Fla. 4th DCA 2001)). The Stalley panel further correctly explained that:

[496]*496An agency relationship can arise by written consent, oral consent, or by implication from the conduct of the parties. See Thomkin Corp. v. Miller, 156 Fla. 388, 24 So.2d 48, 49 (1945). An agency by implication, or apparent agency, arises only when there has been (1) a representation by the principal that the actor is his or her agent, (2) reliance on that representation by a third party, and (3) a change in position by the third party in reliance on that representation. See Mobil Oil Corp. v. Bransford, 648 So.2d 119, 121 (Fla.1995).

Id. at 630.

As the Stalley panel made clear, there was no apparent agency2 in their case (a hospital admission case) because the principal (the patient) never represented that the person who signed the arbitration agreement in that case was authorized to do. See id. (“As to the first element, when there has been no representation of authority by the principal, no apparent or implied agency arises.” (citation omitted)). In Stalley, the hospital had simply accepted the representation' of the spouse that she was authorized to handle the admissions documents on behalf of the patient. The panel further correctly noted that “[t]he acts of the agent, standing alone, are insufficient to establish that the agent is authorized to act for the principal.” Id. (citations omitted). Our case is distinguishable because the patient/principal here expressly told the nursing home’s admissions director that she wanted her husband to handle the documents on her behalf — a clear representation, at least by implication, that she authorized him to do so. As the nursing home relied on the principal’s representation that her husband was authorized to sign the admission documents for her, and changed its position by accepting the husband’s signature as binding, we find that the patient was bound by her husband’s signature under ordinary principles of contract law and agency.

Despite this distinction, the trial court relied upon the following additional language from Stalley, arguably dicta, in which the panel observed that:

There is nothing in the record to show that anyone told [the patient] that [his spouse] would be asked to sign a document agreeing to arbitrate or that by agreeing to arbitrate he would be giving up his constitutional right to a jury trial. Instead, for all [the patient] knew, the documents [his spouse] signed were those providing for his care, verifying his personal information, verifying his insurance coverage, and ordering his meals, i.e., the “normal paperwork” attendant to a hospital admission. In the absence of some evidence that [the patient] knew that [his spouse] would be asked to waive his constitutional rights, [the patient’s] failure to ask to review the documents cannot constitute a representation that [his spouse] was authorized to act as his agent in waiving his right to a jury trial. Thus, since [the hospital] failed to present any evidence of such a representation by [the patient] concerning [his spouse’s] authority, it did not establish a necessary element of the formation of an apparent agency, and it cannot bind [the patient] to the arbitration agreement he did not sign.

Id. at 631. Despite the panel’s narrow focus in this passage on the arbitration agreement — and, more specifically, on the agreement to forgo “constitutional rights” (a jury trial) in favor of an alternative form of dispute resolution — the material fact in [497]*497Stalley was that the principal made no representation that his spouse was authorized to sign any of the admissions-related documents on his behalf.

But, it appears that the trial court may have viewed this language as setting forth some generalized rules of law, either: (1) that an agent cannot bind a principal to an arbitration agreement without some additional express waiver by the principal of his or her “constitutional right to a jury trial”; or (2) that a principal’s general representation that his or her agent is authorized to sign contracts or other documents relating to admission to a medical facility does not include an arbitration agreement because that contract is not “necessary” for admission. If these propositions were intended holdings of Stalley, we disagree with them.

With respect to the first issue, despite the fact that arbitration agreements alwayá necessarily involve forgoing a jury trial to resolve potential disputes, general contract principles apply to arbitration agreements, Martha A. Gottfried, Inc., 778 So.2d at 1090, such that “arbitration agreements [are] treated like all other contracts[,]” Buckeye Check Cashing, Inc. v. Cardegna,

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Cite This Page — Counsel Stack

Bluebook (online)
172 So. 3d 493, 2015 Fla. App. LEXIS 11195, 2015 WL 4486504, Counsel Stack Legal Research, https://law.counselstack.com/opinion/fi-evergreen-woods-llc-v-estate-of-robinson-fladistctapp-2015.