CL SNF, LLC v. Fountain, S20G1292

• Court: Supreme Court of Georgia
• Writing for the Court: McMillian, Justice.
• Citation: 312 Ga. 416,863 S.E.2d 116
• Decision Date: 21 September 2021
• Docket Number: S20G1292
• Parties: CL SNF, LLC et al. v. FOUNTAIN.

312 Ga. 416
863 S.E.2d 116

CL SNF, LLC et al.
v.
FOUNTAIN.

S20G1292

Supreme Court of Georgia.

Decided: September 21, 2021

Kevin Emmett Quirk, Kellie Turner Holt, Quirk & Quirk, LLC, 6000 Lake Forrest Drive, N.W., Suite 300, Atlanta, Georgia 30328-2121, for Appellant.

Jason Edward Bring, William Jerad Rissler, Kara Gordon Silverman, Arnall Golden Gregory LLP, 171 17th Street, N.W., Suite 2100, Atlanta, Georgia 30363-1031, for Amicus Appellant.

Michael Brian Terry, Jennifer Lauren Peterson, Bondurant Mixson & Elmore, LLP, 1201 West Peachtree Street, N.W., Suite 3900, Atlanta, Georgia 30309-3417, Bethany Lynn Schneider, Schneider Injury Law, 1201 Peachtree St NE #2000, Atlanta, Georgia 30361, Katherine G. Hughes, Wagner Hughes LLC, 8300 Dunwoody Pl., Suite 210, Atlanta, Georgia 30350, Gretchen Holt Wagner, Wagner Hughes, LLC, 2680 Piedmont Road, NE Suite 130, Atlanta, Georgia 30305, for Appellee.

McMillian, Justice.

312 Ga. 416

Minnie Fountain, as guardian for her adult nephew, Leroy Wiggins,¹ filed claims against Wiggins's skilled nursing facility and its management – CL SNF, LLC d/b/a Clinch Healthcare Center ("CHC"); RWC Healthcare, LLC; PWW Healthcare, LLC; and Beacon Health Management, LLC (collectively, "Clinch") – after Wiggins allegedly was assaulted while in their care. Clinch moved to compel arbitration of the claims, which the trial court denied. The Court of Appeals affirmed the trial court's ruling based on a determination that neither the letters of guardianship issued by the probate court nor the provisions of the Georgia Code pertaining to guardians of adult wards, see OCGA § 29-4-1 et seq. (the "Guardianship Code"), gave Fountain the authority to enter into a pre-dispute arbitration agreement on Wiggins's behalf. We granted Clinch's petition for certiorari and now reverse the decision by the Court of Appeals in CL SNF, LLC v. Fountain , 355 Ga. App. 176, 183 (1), 843 S.E.2d 605 (2020), because we conclude that the Guardianship Code grants a guardian authority to enter into a binding pre-dispute arbitration agreement where the exercise of such power is reasonably necessary to provide adequately for the ward's support, care, health, and welfare.

The record demonstrates that the Probate Court of Clinch County issued "Letters of Guardianship of Adult Ward" naming Fountain as Wiggins's legal guardian on November 15, 2006, charging her with responsibility for Wiggins's care, subject to applicable law and further orders of the court. In March 2014, Wiggins was admitted as a resident at CHC, a skilled nursing facility, and in connection with his admission, Fountain signed a "Facility Admission Agreement" containing an arbitration clause. At the same time,² Fountain also signed a separate, three-page binding "Arbitration Agreement," which directed that all claims associated with care provided by Clinch be submitted to arbitration³ and expressly stated that Wiggins had

863 S.E.2d 118

the

312 Ga. 417

right to seek legal counsel concerning the agreement; that the signing of the agreement was not a precondition to Wiggins's admission to, or his receipt of services from, CHC; and that the agreement "may be revoked by written notice to the Facility from the Resident within thirty (30) days of signature."

In March 2019, Fountain filed a lawsuit asserting various claims against Clinch arising out of alleged acts of sexual battery committed against Wiggins by another CHC resident. Clinch responded with an answer denying liability and a motion to compel arbitration and stay proceedings pursuant to the Federal Arbitration Act, 9 USC §§ 1 - 16. Fountain opposed the motion, and the trial court denied it, finding that although Fountain had the authority to execute the arbitration agreements on Wiggins's behalf, the arbitration provision in the Facility Admission Agreement was unenforceable because it violated federal law by giving Clinch, as a precondition to Wiggins's admission to CHC, additional consideration over and above the Medicaid payments Clinch received for Wiggins's care. See 42 USC § 1396r (c) (5) (A) (iii).⁴ The trial court further concluded that the separate Arbitration Agreement was not enforceable because it was (1) commercially unreasonable, failing to advance the purpose of the Admission Agreement, which was to provide nursing home services for payment, and (2) unconscionable, based on the court's finding that the parties did not have an equal obligation to arbitrate under its terms.

After the trial court certified its order for immediate review, the Court of Appeals granted Clinch's application for interlocutory appeal. Although the Court of Appeals affirmed the denial of Clinch's motion

312 Ga. 418

to compel arbitration, it based its decision on a determination that neither the letters of guardianship nor the Guardianship Code granted Fountain the authority to bind Wiggins to the pre-dispute Arbitration Agreement. See Fountain , 355 Ga. App. at 183 (1), 843 S.E.2d 605.⁵ We granted certiorari, asking the parties to address whether the Court of Appeals correctly concluded that a legal guardian of an adult ward appointed by a probate court and acting under letters of guardianship did not have the authority to enter into a pre-dispute arbitration agreement on behalf of the ward.

We start that analysis by examining the letters of guardianship issued by the probate court. See OCGA § 29-4-13 (setting out requirements for order granting guardianship). In that order, the probate court found that Wiggins was in need of a guardian, appointed Fountain as the guardian, and provided, among other things, that it was the guardian's duty "to see that the ward is adequately

863 S.E.2d 119

fed, clothed, sheltered and cared for, and that the ward receives all necessary medical attention." The letters also informed Fountain that her "authority to act pursuant to these [l]etters is subject to applicable statutes and to any special orders entered in this case."⁶ The letters of guardianship do not explicitly address whether Fountain had the authority to enter into a pre-dispute arbitration agreement on Wiggins's behalf.

Because the letters of guardianship incorporate the "applicable statutes," we now turn to the relevant provisions of the Guardianship Code⁷ to determine whether Fountain had the authority to enter into a pre-dispute arbitration agreement. We "start with the premise that we must afford the statutory text its plain and ordinary meaning." Smallwood v. State , 310 Ga. 445, 452 (3), 851 S.E.2d 595 (2020) (citation and punctuation omitted). "To this end, we must view the statutory text in the context in which it appears," Thornton v. State , 310 Ga. 460, 462 (2), 851 S.E.2d 564 (2020) (citation and punctuation omitted), and we rely on the "well-settled rule of statutory construction

312 Ga. 419

that a statute must be construed in relation to other statutes, and all statutes dealing with the same subject matter are construed together and harmonized wherever possible so as to give effect to the legislative intent." Synovus Bank v. Kelley , 309 Ga. 654, 657 (1), 847 S.E.2d 592 (2020)...