Estate of Decamacho ex rel. Beneficiaries v. La Solana Care & Rehab, Inc.

• Decision Date: 14 January 2014
• Docket Number: No. 2 CA–CV 2013–0086.,2 CA–CV 2013–0086.
• Citation: 316 P.3d 607,678 Ariz. Adv. Rep. 15,234 Ariz. 18
• Parties: The ESTATE OF Josefa U. DECAMACHO, by and Through Personal Representative Estela GUTHRIE, Both Individually and on behalf of All Statutory Beneficiaries, Plaintiffs/Appellants, v. LA SOLANA CARE AND REHAB, INC., A Utah Corporation; Infinia at Douglas, Inc., A Utah Corporation, Defendants/Appellees.
• Court: Arizona Court of Appeals

234 Ariz. 18

316 P.3d 607

678 Ariz. Adv. Rep. 15

The ESTATE OF Josefa U. DECAMACHO, by and Through Personal Representative Estela GUTHRIE, Both Individually and on behalf of All Statutory Beneficiaries, Plaintiffs/Appellants,

v.LA SOLANA CARE AND REHAB, INC., A Utah Corporation; Infinia at Douglas, Inc., A Utah Corporation, Defendants/Appellees.

No. 2 CA–CV 2013–0086.

Court of Appeals of Arizona,

Division 2.

Jan. 14, 2014.

Knapp & Roberts, P.C. By David L. Abney, Scottsdale, Counsel for Plaintiffs/Appellants.

Campbell, Yost, Clare & Norell, P.C. By Stephen C. Yost and Jeffrey McLerran, Phoenix Counsel for Defendants/Appellees.

Presiding Judge VÁSQUEZ authored the opinion of the Court, in which Chief Judge HOWARD and Judge MILLER concurred.

OPINION

VÁSQUEZ, Presiding Judge.

¶ 1 Estela Guthrie, as personal representative of the Estate of Josefa DeCamacho and on behalf of DeCamacho's statutory beneficiaries, appeals from the trial court's order compelling arbitration of her claims against La Solana Care and Rehab, Inc. and Infinia at Douglas, Inc. (“La Solana”). On appeal, Guthrie argues the signed contract containing an arbitration clause, upon which the court's order was based, is neither valid nor enforceable. She also contends the contract's arbitration clause does not apply to the statutory beneficiaries' claims brought under Arizona's Wrongful Death Act or to the estate's claims brought under the Adult Protective Services Act (“APSA”). For the reasons set forth below, we reverse the court's order compelling arbitration of the wrongful death claims but otherwise affirm.

Factual and Procedural Background ¹

¶ 2 In 2007, Josefa DeCamacho was suffering from multiple cognitive and physical ailments, including “dementia, confusion, short-term memory impairment, varying memory function, unsteady gait and balance problems.” In early 2007, after DeCamacho recovered from a serious fall, her daughter, Estela Guthrie, decided to admit her into La Solana's skilled-nursing and short-term rehabilitative facility.

¶ 3 When Guthrie and DeCamacho first arrived at the La Solana facility, employees presented Guthrie with a “Resident Admission Agreement,” which contained an arbitration clause. Although information for several of the blank spaces in the agreement had not been filled in, Guthrie signed on DeCamacho's behalf, and DeCamacho was admitted to the facility for housing and care.

¶ 4 La Solana continuously provided care for DeCamacho at the facility from 2007 until July 23, 2010, when she was injured after falling from her wheelchair outside the facility's front door. DeCamacho died six days later in a hospital. She was survived by her children, Ramiro Camacho, Candelario Camacho, and Guthrie, who was appointed as personal representative of DeCamacho's estate.

¶ 5 On May 18, 2012, Guthrie filed a lawsuit against La Solana, asserting an APSA claim on behalf of the estate, as well as wrongful death claims on behalf of DeCamacho's children. La Solana moved to dismiss the lawsuit and to compel arbitration pursuant to the admission agreement. Guthrie responded that the agreement was not a valid or enforceable contract and that the arbitration clause did not apply in any event to the APSA and wrongful death claims. ² On January 22, 2013, the trial court summarily ruled in favor of La Solana, staying the proceedings until the parties completed arbitration.

¶ 6 Guthrie requested special action review, but this court declined jurisdiction because Guthrie had not followed “the procedure outlined by our supreme court in Southern California Edison Co. v. Peabody Western Coal Co., 194 Ariz. 47, ¶¶ 16–20, 977 P.2d 769, 774–75 (1999).” Estate of Josefa U. DeCamacho v. La Solana Care & Rehab, No. 2 CA–SA 2013–0024 (order filed Apr. 11, 2013). At Guthrie's request, the trial court entered the necessary language to make its ruling appealable pursuant to Rule 54(b), Ariz. R. Civ. P. This appeal followed. We have jurisdiction pursuant to A.R.S. § 12–2101(A)(1). See S. Cal. Edison Co., 194 Ariz. 47, ¶ 19, 977 P.2d at 775.

Discussion

¶ 7 Guthrie argues the trial court erred in compelling arbitration because: (1) “[a]s a matter of basic contract law, the admission agreement and its arbitration clause are invalid and unenforceable,” and (2) “[t]he arbitration clause applies to no claims in this case and does not bind the Estate of Josefa DeCamacho, its personal representative, or any statutory beneficiary.”

¶ 8 “The trial court's review on a motion to compel arbitration is limited to the determination as to whether an arbitration agreement exists.” Nat'l Bank of Ariz. v. Schwartz, 230 Ariz. 310, ¶ 4, 283 P.3d 41, 42 (App.2012). “We must defer, absent clear error, to the factual findings upon which the trial court's conclusions are based.” Harrington v. Pulte Home Corp., 211 Ariz. 241, ¶ 16, 119 P.3d 1044, 1049–50 (App.2005). To the extent the issues “require[ ] us to consider and interpret legal principles and statutes, ... our review is de novo.” Smith v. Pinnamaneni, 227 Ariz. 170, ¶ 7, 254 P.3d 409, 412 (App.2011).

I. Validity of the Contract

¶ 9 Guthrie argues “[t]he admission agreement and its arbitration clause are, under basic contract law, invalid and unenforceable because they do not contain a valid contract's elements.” The validity and enforceability of a contract and arbitration clause are mixed questions of fact and law, subject to de novo review. See Nickerson v. Green Valley Recreation, Inc., 228 Ariz. 309, ¶ 19, 265 P.3d 1108, 1117 (App.2011) (contract); Schoneberger v. Oelze, 208 Ariz. 591, ¶ 12, 96 P.3d 1078, 1081 (App.2004) (arbitration clause).

¶ 10 Section 12–1501, A.R.S., provides that “a provision in a written contract to submit to arbitration any controversy thereafter arising between the parties is valid, enforceable and irrevocable, save upon such grounds as exist at law or in equity for the revocation of any contract.” See also Schoneberger, 208 Ariz. 591, ¶ 17, 96 P.3d at 1082 (“Arbitration is a creature of contract law.”); Broemmer v. Abortion Servs. of Phx., Ltd., 173 Ariz. 148, 150, 840 P.2d 1013, 1015 (1992) (enforceability of agreement to arbitrate determined by contract law principles). Accordingly, “the fundamental prerequisite to arbitration is the existence of an actual agreement or contract to arbitrate.” Schoneberger, 208 Ariz. 591, ¶ 17, 96 P.3d at 1082.

¶ 11 Quoting the Restatement (Second) of Contracts § 33(1) (1981), Guthrie argues that the admission agreement lacks sufficient specificity and therefore “cannot ... form a contract.” In particular, she maintains the agreement never went into effect because the “specific clause” providing for the effective date of the agreement had not been filled in.³ A valid contract is formed when there is an offer, an acceptance, consideration, Goodman v. Physical Res. Eng'g, Inc., 229 Ariz. 25, ¶ 7, 270 P.3d 852, 855 (App.2011), and sufficient certainty of terms so that the obligations involved can be determined, Schade v. Diethrich, 158 Ariz. 1, 9, 760 P.2d 1050, 1058 (1988). But “[t]he requirement of certainty is not so much a contractual validator as a factor relevant to determining ... whether the parties manifested assent or intent to be bound.” Id. “Any requirement of ‘reasonable certainty’ is satisfied if the agreement that was made simply provides ‘a basis for determining the existence of a breach and for giving an appropriate remedy.’ ” Id. at 10, 760 P.2d at 1059,quotingRestatement (Second) of Contracts § 33(2).

The fact that one or more terms of a proposed bargain are left open or uncertain may show that a manifestation of intention is not intended to be understood as an offer or as an acceptance.

....

... But the actions of the parties may show conclusively that they have intended to conclude a binding agreement, even though one or more terms are missing or are left to be agreed upon. In such cases courts endeavor, if possible, to attach a sufficiently definite meaning to the bargain.

Schade, 158 Ariz. at 9, 760 P.2d at 1058,quoting Restatement § 33(3), cmt. a (second omission and emphasis in Schade ). And, “[t]he fact that [both parties] ... ha[ve] begun performance is nearly always evidence that they regard the contract as consummated and intend to be bound thereby.” Id. at 10, 760 P.2d at 1059 (internal quotation omitted); see also Restatement § 22 cmt. b (“Offer and acceptance become still less important after there have been repeated occasions for performance....”). Here, DeCamacho resided at the La Solana facility for over three years. We therefore have little difficulty concluding that DeCamacho and La Solana entered into a valid and enforceable contract.

¶ 12 We also disagree with Guthrie's related argument that the arbitration clause is unenforceable because it “has no reasonable certainty on the procedures and terms of the purported arbitration.” If an arbitration agreement does not so provide, the court “shall appoint one or more arbitrators,” A.R.S. § 12–1503, who “shall appoint a time and place for the hearing,” A.R.S. § 12–1505(1), at which “[t]he parties are entitled to be heard, to present evidence material to the controversy and to cross-examine witnesses appearing at the hearing,” A.R.S. § 12–1505(2). Thus, even when an arbitration agreement does not specify the procedures and terms relating to arbitration, the statutes clearly do.

¶ 13 Guthrie nevertheless contends that, as between La Solana and the statutory beneficiaries and estate, there was no offer, acceptance, consideration, specificity of terms, or mutual assent. She therefore maintains “[t]he arbitration clause cannot bind the Plaintiffs because they are third parties who never agreed to arbitrate anything.” ⁴ We agree that, although Guthrie signed the agreement on behalf of DeCamacho, she was not a party to the contract. See Ferrarell v. Robinson, 11 Ariz.App. 473, 475, 465 P.2d 610, 612 (1970) (person “who signs an agreement as the agent of a fully disclosed...