Allen v. Pacheco

• Decision Date: 09 June 2003
• Docket Number: No. 01SC744.,01SC744.
• Citation: 71 P.3d 375
• Parties: Lawrence S. ALLEN, M.D.; Michael K. Miller, M.D.; Timothy R. Collins, M.D.; and Colorado Permanente Medical Group, P.C., Petitioners, v. Karen PACHECO, Respondent.
• Court: Colorado Supreme Court

71 P.3d 375

Lawrence S. ALLEN, M.D.; Michael K. Miller, M.D.; Timothy R. Collins, M.D.; and Colorado Permanente Medical Group, P.C., Petitioners, v. Karen PACHECO, Respondent.

No. 01SC744.

Supreme Court of Colorado, En Banc.

June 9, 2003.

Rehearing Denied June 30, 2003.

Pryor, Johnson, Montoya, Carney & Karr, P.C., Elizabeth C. Moran, Greenwood Village, CO, Attorneys for Petitioners.

Law Offices of Gary S. Cohen, Gary S. Cohen, Christine Van Coney, Denver, CO, Attorneys for Respondent.

Leventhal & Brown, P.C., Anthony Viorst, Denver, CO, Attorneys for Amicus Curiae Colorado Trial Lawyers Assn.

Chief Justice MULLARKEY delivered the Opinion of the Court.

I. Introduction

In this wrongful death case, we address the question of whether the respondent Karen Pacheco is bound by an arbitration provision contained in her deceased husband's agreement with his health maintenance organization ("HMO"). The court of appeals held that Pacheco was not bound by the arbitration agreement because the agreement does not apply to wrongful death actions filed by a member's non-party spouse. Pacheco v. Allen, 55 P.3d 141, 143-44 (Colo.App.2001). We affirm the court of appeals on different grounds, holding that although the arbitration provision in the HMO contract does extend to wrongful death actions filed by a member's non-party spouse, Pacheco is not bound by the arbitration provision because it does not comply with the Colorado Health Care Availability Act ("HCAA"), §§ 13-64-403(3) and (4), 5 C.R.S. (2002). The HCAA governs the arbitration provision in this case because the McCarran-Ferguson Act, 15 U.S.C. § 1012(b) (1997), exempts sections 13-64-403(3) and (4) of the HCAA from federal preemption by the Federal Arbitration Act ("FAA"), 9 U.S.C. § 2 (1999).

II. Facts and Procedural History

The Kaiser Foundation Health Plan of Colorado ("Kaiser") is an HMO that provides health care services and health care insurance to its enrollees. Pacheco's husband was a Kaiser member, but Pacheco herself never became a party to the Kaiser contract. The contract between Kaiser and Pacheco's husband contained an arbitration clause requiring "any claim of medical malpractice" to be submitted to binding arbitration. The clause included claims for "death" asserted by "a Member's heir or personal representative":

Claims ... shall be submitted to binding arbitration if the claim is asserted: By a Member, or by a Member's heir or personal representative, or by a person claiming that a duty to him or her arises from a Member's relationship with Health Plan, Hospitals or Medical Group incident to this Agreement ... For any reason, including, but not limited to, death ... Against one or more of the following: Health Plan, Hospitals, Medical Group, Any Physician, or Any employee or agent of the foregoing.

(emphasis added).

In 1997, Pacheco's husband died after extended hospitalization for pancreatitis. Pacheco subsequently filed a wrongful death action against Dr. Lawrence S. Allen, Dr. Timothy R. Collins, Dr. Michael K. Miller, and their employer, the Colorado Permanente Medical Group, P.C. ("CPMG") (collectively, "the providers").¹ CPMG is a professional medical corporation that contracts with Kaiser to provide medical services to Kaiser members.

The trial court concluded that the arbitration clause in the contract between Kaiser and Pacheco's husband was enforceable against Pacheco because a surviving spouse is an "heir" under the plain and ordinary meaning of the agreement. The trial court also concluded that the arbitration provision was enforceable even though the provision failed to comply with the Colorado HCAA, because the FAA federally preempted the statute. Pacheco's case was then sent to arbitration, where the arbiter entered an award in favor of the providers. The trial court subsequently denied Pacheco's motion to vacate the award and Pacheco appealed, arguing that the trial court erred by binding her to the arbitration agreement.

The court of appeals reversed, holding in a published opinion that the arbitration clause was not enforceable against Pacheco because (1) a contract cannot bind a non-party to an agreement; (2) Pacheco was not her husband's "heir"; (3) a wrongful death cause of action under the Colorado Wrongful Death Act, §§ 13-21-201 to 203.7, 5 C.R.S. (2002), is a wholly separate action not covered by the terms of the Kaiser agreement; and (4) generally, the broad language of the Kaiser agreement does not extend to non-party spouses bringing wrongful death claims. Pacheco, 55 P.3d at 143-44. In so holding, the court of appeals found it unnecessary to reach the issue of federal preemption.

We granted certiorari to determine whether Pacheco is bound by the arbitration clause² and now affirm the judgment of the court of appeals on different grounds. We hold that although the scope of the arbitration provision does include wrongful death actions filed by a member's non-party spouse, Pacheco nevertheless is not bound by the provision because the provision does not comply with the statutory requirements set forth in the Colorado HCAA. Sections 13-64-403(3) and (4) of the HCAA govern the arbitration provision in this case because the McCarran-Ferguson Act exempts these sections of the HCAA from federal preemption.

III. Analysis

1. The Arbitration Agreement Binds a Non-Party Spouse Asserting a Wrongful Death Claim

Before addressing the statutory preemption issues raised in this case, we first explain why the scope of the Kaiser arbitration provision includes wrongful death actions filed by a member's non-party spouse.

An arbitration agreement is a contract, the interpretation of which is a matter of law that we review de novo. See State Farm Mut. Auto. Ins. Co. v. Stein, 940 P.2d 384, 387 (Colo.1997)

(addressing insurance policies generally). To determine whether the parties have agreed to submit the issue in question to arbitration, we follow state law principles governing contract formation. City & County of Denver v. Dist. Ct., 939 P.2d 1353, 1361 (Colo.1997). We must construe the terms of the agreement in a manner that allows each party to receive the benefit of the bargain, and the scope of the agreement must faithfully reflect the reasonable expectations of the parties. Id. at 1361, 1363. In other words, we must interpret the agreement in a manner that best effectuates the intent of the parties. Id. at 1361.

We ascertain the parties' intent by looking to the plain language of the agreement. State Farm, 940 P.2d at 387. We will enforce the agreement as written unless there is an ambiguity in the language; courts should neither rewrite the agreement nor limit its effect by a strained construction. Id. Thus, like any contract, an arbitration agreement must be given effect according to the plain and ordinary meaning of its terms. Id.

In determining whether an ambiguity exists, we must ask whether the disputed provision is reasonably susceptible on its face to more than one interpretation. Id. We also evaluate the agreement as a whole and construe the language in harmony with the plain and generally accepted meaning of the words employed, unless the intent of the parties, as expressed in the contract, indicates that an alternative interpretation is intended. Id.

If ambiguities are found in the arbitration agreement, we must afford the parties a presumption in favor of arbitration and resolve doubts about the scope of the arbitration clause in favor of arbitration.³ See City & County of Denver, 939 P.2d at 1364. More specifically, we must compel arbitration unless we can say "with positive assurance" that the arbitration clause is not susceptible of any interpretation that encompasses the subject matter of the dispute. Id. (citations omitted). Moreover, a "broad or unrestricted" arbitration clause makes the strong presumption favoring arbitration apply with even greater force. Id. (citations omitted).

In short, as we examine whether Kaiser and Pacheco's husband, via the contract between them, intended the scope of the arbitration agreement to include both (1) wrongful death claims and (2) non-party spouses, we must look to the plain and ordinary meaning of the agreement itself and construe any ambiguities in favor of arbitration.

In applying the above legal guidelines to this case, we look first to the plain language of the arbitration agreement. The contract in this case states, in pertinent part:

It is understood that any claim of medical malpractice including any claim that medical services were unnecessary or unauthorized or were improperly, negligently, or incompetently rendered or omitted, will be determined by submission to binding arbitration...

Claims ... shall be submitted to binding arbitration if the claim is asserted: By a Member, or by a Member's heir or personal representative, or by a person claiming that a duty to him or her arises from a Member's relationship with Health Plan, Hospitals or Medical Group incident to this Agreement ... For any reason, including, but not limited to, death, mental disturbance, bodily injury or economic loss arising from the rendition or failure to render services ... Against one or more of the following: Health Plan, Hospitals, Medical Group, Any Physician, or Any employee or agent of the foregoing.

(emphasis added).

In construing this agreement, the court of appeals concluded that the above provisions do not apply to wrongful death claims brought by non-party spouses such as Pacheco. We disagree. In interpreting the words of the agreement in accord with their plain and ordinary meaning, we find that the agreement applies not only to (1) wrongful death claims as claims for "death," but also to (2) non-party spouses as "heirs."

First, the arbitration agreement plainly applies to "any claim of medical malpractice" and any claim brought "[f]or any reason, including, but not limited to, death ...." The plain and ordinary meaning of this wording reveals a...