Dueñas v. Life Care Ctrs. of Am., Inc.

• Decision Date: 21 October 2014
• Docket Number: No. 1 CA–CV 13–0477.,1 CA–CV 13–0477.
• Citation: 336 P.3d 763,236 Ariz. 130,698 Ariz. Adv. Rep. 16
• Parties: Maria Stella DUEÑAS, Special Administrator of the Estate of Maria Aspeitia, on behalf of the Estate of Maria Aspeitia, and Maria Stella Dueñas, Special Administrator, for and on behalf of Maria Aspeitia's statutory beneficiaries pursuant to A.R.S. § 12–612(A), Plaintiff/Appellant, v. LIFE CARE CENTERS OF AMERICA, INC., a Tennessee corporation; Glendale C.C., L.L.C., an Arizona limited liability corporation, dba Glendale Care Center ; Cheryl Wartenberg, Administrator, Defendants/Appellees.
• Court: Arizona Court of Appeals

236 Ariz. 130

336 P.3d 763

698 Ariz. Adv. Rep. 16

Maria Stella DUEÑAS, Special Administrator of the Estate of Maria Aspeitia, on behalf of the Estate of Maria Aspeitia, and Maria Stella Dueñas, Special Administrator, for and on behalf of Maria Aspeitia's statutory beneficiaries pursuant to A.R.S. § 12–612(A), Plaintiff/Appellant

v.LIFE CARE CENTERS OF AMERICA, INC., a Tennessee corporation; Glendale C.C., L.L.C., an Arizona limited liability corporation, dba Glendale Care Center ; Cheryl Wartenberg, Administrator, Defendants/Appellees.

No. 1 CA–CV 13–0477.

Court of Appeals of Arizona, Division 1.

Oct. 21, 2014.

Wilkes & McHugh, P.A., By Melaine L. Bossie, Frederick A. Rispoli, Phoenix, Co–Counsel for Plaintiff/Appellant.

Law Office of Scott E. Boehm, P.C., By Scott E. Boehm, Phoenix, Co–Counsel for Plaintiff/Appellant.

Fann & Petruccelli, P.A., By J. Bowen Brown, Phoenix, Counsel for Defendants/Appellees.

Judge PETER B. SWANN delivered the opinion of the Court, in which Presiding Judge JOHN C. GEMMILL joined and Chief Judge DIANE M. JOHNSEN specially concurred.

OPINION

SWANN, Judge.

¶ 1 A respite-care resident and a nursing facility entered into arbitration agreements. The resident's statutory beneficiaries and estate brought claims for wrongful death and violations of the Adult Protective Services Act (“APSA”), and the superior court dismissed those claims as subject to arbitration. We affirm the court's conclusion that the arbitration agreements were generally enforceable between the parties. We hold, however, that (1) the beneficiaries' wrongful-death claims are not subject to the resident's arbitration agreements, and (2) the APSA claim is not subject to arbitration to the extent that it arose from care provided during admissions for which the resident did not specifically agree to arbitration.

¶ 2 This case presents two questions of first impression. The first question is whether a decedent's arbitration agreement may require her statutory heirs to arbitrate their wrongful-death claims. We hold that a decedent's agreement to arbitrate cannot limit her heirs' right to litigate their own personal claims in the superior court. The second question is whether, when parties engage in serial transactions, each with its own proposed arbitration agreement, the court may examine the content of the arbitration agreements to determine whether the parties must arbitrate disputes concerning a specific transaction. We answer this question in the affirmative, and hold that A.R.S. § 12–3006(B) grants a party the right to a judicial determination of the existence of a relevant arbitration agreement.

FACTS AND PROCEDURAL HISTORY

¶ 3 On four occasions in 2011, Maria Aspeitia was admitted to Glendale C.C., L.L.C. (“Glendale Care Center”), a nursing facility, as a respite-care resident. Following Aspeitia's death in early 2012, her daughter Maria Stella Dueñas, as special administrator of Aspeitia's estate and on behalf of her statutory beneficiaries, brought an action in superior court against Glendale Care Center, Life Care Centers of America, Inc., and Cheryl Wartenberg (collectively, “Defendants”), seeking damages for wrongful death and for abuse, neglect, and exploitation under the APSA.

¶ 4 Defendants moved to dismiss the complaint on the grounds that Dueñas' claims were subject to two arbitration agreements that she, as Aspeitia's representative, had signed—one near the end of Aspeitia's first admission to Glendale Care Center and one a few days after Aspeitia's second admission. Dueñas argued that the arbitration agreements were unenforceable on several grounds, including unconscionability and the doctrine of reasonable expectations. She further argued that the agreements did not apply to the wrongful-death claim because Aspeitia's statutory beneficiaries were not parties to the agreements. Finally, she argued that the agreements did not apply to the care that Aspeitia received during her last two admissions to Glendale Care Center because Dueñas did not sign the copies of the agreement that the care center offered her during or after those periods. Dueñas asked the court to deny Defendants' motion to dismiss or, alternatively, to allow discovery and hold an evidentiary hearing. She also filed a separate motion to commence discovery.

¶ 5 After oral argument, the court granted Defendants' motion to dismiss, concluding that the arbitration agreements were enforceable and that they applied to all claims set forth in the complaint. The court entered an appealable order of dismissal with prejudice, and Dueñas timely appeals. We have jurisdiction under A.R.S. § 12–2101(A).

DISCUSSION

I. THE SUPERIOR COURT PROPERLY CONCLUDED THAT THE ARBITRATION AGREEMENTS WERE ENFORCEABLE.

¶ 6 Under A.R.S. § 12–3006(A), an agreement to arbitrate existing or subsequent controversies is “valid, enforceable and irrevocable except on a ground that exists at law or in equity for the revocation of a contract.” An arbitration agreement therefore is subject to the same defenses to enforceability as any other contract. Stevens/Leinweber/Sullens, Inc. v. Holm Dev. & Mgmt., Inc., 165 Ariz. 25, 28, 795 P.2d 1308, 1311 (App.1990). Here, Dueñas contends that the superior court should have found the arbitration agreements unenforceable because (1) they were procedurally unconscionable, (2) they were substantively unconscionable, (3) the terms went beyond the consumer's reasonable expectations, and (4) the consumer's assent was procured by way of a breach of fiduciary duties. She alternatively contends that she was entitled to discovery and an evidentiary hearing on these defenses. We hold that the superior court did not err by concluding that Dueñas' proposed defenses failed on the undisputed facts.¹

¶ 7 As an initial matter, we reject Defendants' contention that Dueñas was required to prove both procedural and substantive unconscionability to avoid the agreements. Either doctrine can provide an independent defense to enforceability. See Maxwell v. Fidelity Fin. Servs., Inc., 184 Ariz. 82, 90, 907 P.2d 51, 59 (1995).

A. Procedural Unconscionability

¶ 8 “Procedural unconscionability addresses the fairness of the bargaining process, which ‘is concerned with “unfair surprise,” fine print clauses, mistakes or ignorance of important facts or other things that mean bargaining did not proceed as it should.’ ” Clark v. Renaissance West, L.L.C., 232 Ariz. 510, 512, ¶ 8, 307 P.3d 77, 79 (App.2013) (citation omitted).

Under the procedural rubric come those factors bearing upon ... the real and voluntary meeting of the minds of the contracting party: age, education, intelligence, business acumen and experience, relative bargaining power, who drafted the contract, whether the terms were explained to the weaker party, whether alterations in the printed terms were possible, whether there were alternative sources of supply for the goods in question.

Maxwell, 184 Ariz. at 89, 907 P.2d at 58 (citation omitted). Other factors include whether the contract was separate from other paperwork, whether the contract used conspicuous typeface, Clark, 232 Ariz. at 512 n. 2, ¶ 8, 307 P.3d at 79 n. 2, and whether the contract was signed hurriedly and without explanation in emergency circumstances, see Phoenix Baptist Hosp. & Med. Ctr., Inc. v. Aiken, 179 Ariz. 289, 293, 877 P.2d 1345, 1349 (App.1994).

¶ 9 To determine whether an arbitration agreement is procedurally unconscionable, the court must examine each transaction on its own facts. Routine transactions involving insignificant risk are less prone to concerns over procedural unconscionability than substantial transactions. Though the factors listed above are helpful in the analysis, they are not exclusive, and the fundamental question is whether one party to a contract has unfairly or surreptitiously deprived the other of the right of access to the courts.

¶ 10 Dueñas provided some evidence in support of procedural unconscionability with her response to the motion to dismiss. In an undisputed declaration, she avowed that Glendale Care Center provided her with an arbitration agreement and other paperwork at the end of or after each of Aspeitia's admissions and that contrary to the agreements' recitals, she did not “receiv[e] a meaningful explanation from any Glendale Care Center employee about th[e] arbitration agreements.” Dueñas further avowed that she would not have signed the arbitration agreements for the first two admissions had she been “fully informed concerning what arbitration is, the difference between arbitration and a jury trial, and what rights [Aspeitia] and her beneficiaries had under Arizona law as a vulnerable adult,” and she “recall[ed] signing the paperwork so that [Aspeitia] could receive or continue to receive care.” Even viewing this evidence in the light most favorable to Dueñas, we agree with the superior court that the doctrine of procedural unconscionability does not render the agreements unenforceable in this case.

¶ 11 Dueñas had an opportunity to review each agreement and exercise independent judgment when deciding whether to sign it. There is no indication that the arbitration agreements were inconspicuously bundled with other contractual terms, or that Glendale Care Center placed her in the position of signing them as a precondition to care. And while Dueñas may now view arbitration in an unfavorable light, we cannot say that it was unconscionable that Glendale Care Center did not go out of its way to give her that perspective.

¶ 12 Dueñas next contends that the agreements were misleading. The agreements included the following written explanation:

Arbitration is a method of resolving disputes without the substantial time and expense of using the judicial system. An arbitration hearing takes only weeks or months to schedule, while civil litigation generally takes years to complete. By avoiding the judicial system, many costs are eliminated. There are charges and fees involved in arbitration, but an arbitration hearing

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