C.R. of Thomasville, LLC v. Hannaford

• Decision Date: 05 April 2022
• Docket Number: A22A0094
• Citation: 871 S.E.2d 679
• Parties: C.R. OF THOMASVILLE, LLC et al. v. HANNAFORD et al.
• Court: Georgia Court of Appeals

871 S.E.2d 679

C.R. OF THOMASVILLE, LLC et al.

v.HANNAFORD et al.

A22A0094

Court of Appeals of Georgia.

April 5, 2022

Craig Alan Brookes, Atlanta, Dennis A. Brown, for Appellant.

Daniel William Cotter, Anna Green Cross, Darren Summerville, Atlanta, Scott Edward Gwartney, Maxwell Kent Thelen, Meredith Charlotte Kincaid, for Appellee.

Phipps, Senior Appellate Judge.

The defendants in this medical malpractice and wrongful death action appeal from the trial court's order denying their motion to dismiss, or, alternatively, to stay proceedings and compel arbitration, following our grant of their application for interlocutory review.¹ See C.R. of Thomasville v. Hannaford , Case No. A21I0176 (Apr. 22, 2021). The defendants contend, in relevant part, that the trial court misapplied our decision in Triad Health Mgmt. of Ga., III v. Johnson , 298 Ga. App. 204, 679 S.E.2d 785 (2009), when it ruled that the decedent is not bound by her husband's signatures on the arbitration agreement at issue here. For the reasons that follow, we disagree and affirm.

The record shows that, in 1996, Judy Hannaford executed a power of attorney ("POA") appointing her husband, plaintiff Leo Hannaford, as her attorney-in-fact. Among other things, the POA authorized Leo "to sign [Judy] in or out of any hospital or nursing home." Judy was admitted to a skilled nursing facility run by the defendants in March 2017, at which time Leo signed a Nursing Home Admission Agreement (the "Agreement") among the facility, Judy as "Resident," and Leo as "Responsible Party." The Agreement provides, in relevant part, that "[a]ny and all claims, controversies, [or] disputes ... arising out of or in any [way] relating to [the] Agreement ... shall be resolved exclusively by binding arbitration." Leo printed and signed his own name in the Agreement's spaces designated for the printed names and signatures of both the "Resident" and the "Resident's Representative."² Below Leo's signature, the pre-printed Agreement form contains several options under both "Legal Representative" and "Responsible Party."³ The option designated "Spouse" under the heading "Responsible Party" was checked; none of the options under the heading "Legal Representative" — including "Agent under a ... Power of Attorney" — was selected. It appears to be undisputed that the defendants did not know of Judy's POA when Leo signed the Agreement.

Judy died in 2019. In 2020, Leo, individually and as Judy's surviving spouse and executor of her estate, sued the defendants, seeking damages for injuries Judy sustained while she was a resident at the nursing facility, for her subsequent death, for violations of Georgia's Bill of Rights for Residents of Long-term Care Facilities, OCGA § 31-8-100 et seq., and for loss of consortium. Citing the Agreement's arbitration provision and the POA, the defendants moved to dismiss the complaint, or, alternatively, to stay the proceedings and compel arbitration. The trial court denied the motion on grounds that: (i) Leo signed the Agreement as Judy's spouse and not pursuant to the POA; (ii) the defendants failed to establish that Judy knew of the arbitration agreement or authorized Leo to agree to arbitrate the claims at issue here; and (iii) regardless, under OCGA § 9-9-62, the arbitration agreement is unenforceable as to claims for malpractice based on acts that occurred after Leo signed it. This interlocutory appeal followed.

We review de novo a trial court's order granting or denying a motion to compel arbitration. Miller v. GGNSC Atlanta , 323 Ga. App. 114, 117 (1), 746 S.E.2d 680 (2013) ; see Yates v. CACV of Colorado , 303 Ga. App. 425, 425, 693 S.E.2d 629 (2010) ("The question of whether a valid and enforceable arbitration agreement exists ... represents a question of law, subject to de novo review."). The factual findings on which the ruling is based, however, will not be overturned unless clearly erroneous. See Ed Voyles Jeep-Chrysler v. Wahls , 294 Ga. App. 876, 877, 670 S.E.2d 540 (2008). The party seeking arbitration bears the burden of proving the existence of a valid and enforceable agreement to arbitrate. Triad Health , 298 Ga. App. at 206 (2), 679 S.E.2d 785 ; see Yates , 303 Ga. App. at 430 (1), 693 S.E.2d 629.

"Under both Georgia and federal law, arbitration is a matter of contract[,] and a party cannot be required to submit to arbitration any dispute which [she] has not agreed so to submit." Yates , 303 Ga. App. at 430 (1), 693 S.E.2d 629 ; accord Emory Healthcare v. Farrell , 359 Ga. App. 621, 624, 859 S.E.2d 576 (2021). Thus, "[w]hether there is a valid agreement to arbitrate is generally governed by state law principles of contract formation, and is appropriate for determination by the court," Triad Health , 298 Ga. App. at 206 (2), 679 S.E.2d 785, even where the agreement at issue states that it is to be governed by the Federal Arbitration Act ("FAA"), see Yates , 303 Ga. App. at 430 (1), 693 S.E.2d 629. A contract requires a meeting of the minds to render it valid and binding. USA Mfg. Corp. v. Perfection-Schwank, Inc. , 271 Ga. App. 636, 638 (1), 610 S.E.2d 600 (2005) ("[O]ne of the essential requirements of a valid contract is the assent of the parties to the terms of the contract.") (citation and punctuation omitted); accord OCGA § 13-3-1. Thus, "the cardinal rule of contract construction is to ascertain the intent of the parties, as evidenced by the language of the contract." Miller , 323 Ga. App. at 118 (2), 746 S.E.2d 680. In that vein, "an individual who has not consented to an arbitration agreement cannot be compelled to arbitrate claims." Helms v. Franklin Builders , 305 Ga. App. 863, 865, 700 S.E.2d 609 (2010) ; accord Wedemeyer v. Gulfstream Aerospace Corp. , 324 Ga. App. 47, 49 (1), 749 S.E.2d 241 (2013) ("Arbitration is a matter of consent, not coercion ....") (citation and punctuation omitted).

1. We first address the defendants’ argument that the trial court misapplied our decision in Triad Health , 298 Ga. App. 204, 679 S.E.2d 785, when it ruled that Judy is not bound by Leo's signatures on the Agreement. We affirm the trial court's ruling on this issue.

In Triad Health , the plaintiff sued several defendants for nursing home negligence that allegedly led to his father's hospitalization, illness, and death. 298 Ga. App. at 204-205, 679 S.E.2d 785. The defendants moved to compel arbitration based on an arbitration agreement in an "Admission Contract" that the plaintiff signed as his father's "Fiduciary Party" when the father entered the nursing home. Id. at 205, 679 S.E.2d 785. Below the signature lines, the contract listed "11 boxes corresponding to various capacities in which the fiduciary might be representing the patient, such as guardian, attorney-in-fact, and trustee, among others." Id. at 207 (2), 679 S.E.2d 785. The only box checked was "immediate family member." Id. This Court reversed the trial court's denial of the motion to compel arbitration on grounds that, as relevant here: (i) the decedent had executed a general POA in favor of the plaintiff that was in effect when the plaintiff signed the Admission Contract; and (ii) the plaintiff's execution of the Admission Contract on behalf of his father was "necessary, requisite or proper," within the scope of the POA, and the father therefore was bound thereby. Id. at 207-208 (2), 679 S.E.2d 785 (punctuation omitted).

Here, Judy's POA gave Leo the authority: (i) "[t]o contract for the performance of services" for her; (ii) "to sign [her] in or out of any hospital or nursing home"; and (iii) "to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in and about the premises, as fully, to all intents and purposes, as [she] might or could do, if personally present, ... [t]hereby ratifying and confirming all that [her] said attorney ... shall lawfully do, or cause to be done," by virtue of the POA. While some of the above language resembles the language of the POA in Triad Health , see 298 Ga. App. at 207 (2), 679 S.E.2d 785, there are two key distinctions between the facts in Triad Health and the case before us.

First, the admission agreement in Triad Health expressly identified the plaintiff as a "Fiduciary Party." 298 Ga. App. at 205, 679 S.E.2d 785. And the relationship of an agent to his principal is fiduciary in nature. Koch v. Cochran , 251 Ga. 559, 560, 307 S.E.2d 918 (1983) ; see Wright v. Apartment Investment & Mgmt. Co. , 315 Ga. App. 587, 592 (2) (a), 726 S.E.2d 779 (2012) ("Where an agency relationship exists, the agent has a fiduciary duty to his principal."); Black's Law Dictionary 770 (11th ed. 2019) (defining "fiduciary," in relevant part, as "[s]omeone who is required to act for the benefit of another person on all matters within the scope of their relationship; one who owes to another the duties of good faith, loyalty, due care, and disclosure"). Thus, the plaintiff's signature on the admission agreement as a "fiduciary" in Triad Health constituted evidence that he was affirmatively exercising his authority under the decedent's POA. Here, however, Leo signed the Agreement not as a fiduciary — and not even as a "Legal Representative" — but rather only as the "Spouse" and "Responsible Party," which weighs against treating his signature as having been made pursuant to the POA. See generally Ashburn Health Care Center v. Poole , 286 Ga. App. 24, 26-27, 648 S.E.2d 430 (2007) (the mere fact that one spouse signed an arbitration agreement as an "authorized representative" of the other spouse, without more, cannot establish agency). And on the facts of this case, ignoring Leo's express decision to choose those options and reject the contractual options to sign as "Legal Representative" and/or "Agent under a ... Power of Attorney" would risk "run[ning] afoul of Georgia law, which requires us to give meaning to every term of a contract rather than construe any term as meaningless." Emory Healthcare , 359 Ga. App. at 627, 859 S.E.2d...