New Meadowview Health & Rehab. Ctr., LLC v. Booker

550 S.W.3d 56
CourtCourt of Appeals of Kentucky
DecidedMay 4, 2018
DocketNO. 2017-CA-000073-MR
StatusPublished
Cited by7 cases

This text of 550 S.W.3d 56 (New Meadowview Health & Rehab. Ctr., LLC v. Booker) is published on Counsel Stack Legal Research, covering Court of Appeals of Kentucky primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
New Meadowview Health & Rehab. Ctr., LLC v. Booker, 550 S.W.3d 56 (Ky. Ct. App. 2018).

Opinion

MAZE, JUDGE:

New Meadowview Health and Rehabilitation Center, LLC, d/b/a Meadowview Health and Rehabilitation Center, and affiliated companies (collectively, "Meadowview") appeal from an order of the Jefferson Circuit Court denying its motion to compel arbitration of claims brought by Monica L. Booker, as Administratrix of the Estate of Mona Hardin ("the Estate") and William Hardin. We agree with the trial court that Meadowview failed to carry its burden of proving the existence of a valid and enforceable arbitration agreement. Hence, we affirm, and remand for additional proceedings.

For purposes of this appeal, the following facts are not in dispute. On May 30, 2007, Mona Hardin executed a "Durable Power of Attorney" ("the POA") which designated her husband, William Hardin, as her attorney-in-fact. The POA granted William "full power and authority to do in my name and on my behalf any and all acts I might do if personally present and acting on my own behalf including, but without limiting the generality of forgoing the powers hereinafter set forth."

The specified powers included:

4. To enter into contracts of any kind or description whatsoever, and to exercise any right, option or election which I may have or acquire under any contract;
5. To compromise, settle, or renew any claim against me, or any right which I may be entitled to assert and which may be asserted against me;
6. To assert by litigation or otherwise any claim of mine, and to defend any claim that may be asserted against me with full right to employ counsel and agents which, in the discretion of said attorney in fact, may be necessary in connection therewith;

The POA further provided that "[t]his Durable Power of Attorney shall become effective upon the disability or incapacity of the principal."

On September 11, 2012, Mona was admitted as a resident to Meadowview's facility in Louisville. She died testate on March 19, 2016. Mona's daughter, Monica Booker, qualified as Administratrix of Mona's Estate on June 8, 2016. Shortly thereafter, the Estate brought this action against New Meadowview asserting claims for negligence, medical negligence, corporate negligence, violations of the Long Term Resident's Rights Act,1 and wrongful death. William asserted a separate claim for loss of consortium.

In response to the complaint, Meadowview filed a motion to compel arbitration. Meadowview alleged that, upon Mona's admission in 2012, William signed a document styled "Alternative Dispute Resolution Agreement" (the Arbitration Agreement), which required arbitration of all *58claims and waived Mona's rights to a jury trial. However, Meadowview produced only the signature page of the Arbitration Agreement, stating that the rest of the Agreement was not in its file. The signature page includes the following language in capitals, underline and boldface:

F. THE UNDERSIGNED HEREBY ACKNOWLEDGE THAT WE HAVE READ THIS ENTIRE AGREEMENT AND VOLUNTARILY CONSENT TO ALL OF THE TERMS OF THE AGREEMENT. WE FURTHER ACKNOWLEDGE THAT WE HAVE WAIVED OUR RIGHTS TO A TRIAL BEFORE A JUDGE OR JURY BY AGREEING TO BINDING ARBITRATION.

The signature page is not signed by Mona, but it was signed by William as "Family Member."

Meadowview also submitted an affidavit by J. Ben Cress, who is counsel for its parent corporation. Cress stated that the signature page appears to be part of a complete agreement which was used by Meadowview in 2012. Cress attached to his affidavit an unexecuted copy of a four-page document, styled "Alternative Dispute Resolution Agreement." That document includes a signature page in the same format as the page signed by William.

The Estate responded that Meadowview failed to produce the complete Arbitration Agreement. The Estate also argued that Meadowview failed to establish that William had the authority to execute any Arbitration Agreement because there was no showing that Mona was disabled or incapacitated at the time it was purportedly executed. Finally, the Estate argued that the language of the POA did not expressly authorize William to bind Mona to arbitration. The trial court agreed with the Estate on the latter two points and denied Meadowview's motion to compel arbitration.

Meadowview now appeals from the trial court's order denying its motion to compel arbitration. Ordinarily, such orders are interlocutory and are not immediately appealable. However, an order denying a motion to compel arbitration is immediately appealable. KRS 417.220(1). See also Conseco Finance Servicing Corp. v. Wilder , 47 S.W.3d 335, 340 (Ky. App. 2001). The enforcement and effect of an arbitration agreement is governed by the Kentucky Uniform Arbitration Act (KUAA), KRS 417.045 et seq. , and the Federal Arbitration Act, (FAA) 9 U.S.C. 2 §§ 1 et seq. "Both Acts evince a legislative policy favoring arbitration agreements, or at least shielding them from disfavor." Ping v. Beverly Enterprises, Inc. , 376 S.W.3d 581, 588 (Ky. 2012).

But under both Acts, a party seeking to compel arbitration has the initial burden of establishing the existence of a valid agreement to arbitrate. Id. at 589. That question is controlled by state law rules of contract formation. Id. at 590. The FAA does not preempt state law contract principles, including matters concerning the authority of an agent to enter into a contract and which parties may be bound by that contract. Arthur Andersen LLP v. Carlisle , 556 U.S. 624, 630-31, 129 S.Ct. 1896, 1902, 173 L.Ed. 2d 832 (2009). Since this matter is entirely an issue of law, our standard of review is de novo. Conseco , 47 S.W.3d at 340.

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Bluebook (online)
550 S.W.3d 56, Counsel Stack Legal Research, https://law.counselstack.com/opinion/new-meadowview-health-rehab-ctr-llc-v-booker-kyctapp-2018.