Emory Healthcare, Inc. v. van Engelen

• Decision Date: 01 March 2022
• Docket Number: A21A1562
• Citation: 362 Ga.App. 818,870 S.E.2d 223
• Parties: EMORY HEALTHCARE, INC. v. VAN ENGELEN et al.
• Court: Georgia Court of Appeals

362 Ga.App. 818

870 S.E.2d 223

EMORY HEALTHCARE, INC.

v.VAN ENGELEN et al.

A21A1562

Court of Appeals of Georgia.

March 1, 2022

Joscelyn Marie Hughes, Atlanta, Benjamin David Ladner, for Appellant.

Jeffrey Parker Shiver, Marla Michelle Eastwood, Atlanta, Kyle G.A. Wallace, for Appellee.

Dillard, Presiding Judge.

Emory Healthcare, Inc. appeals from the trial court's denial of its motion to dismiss and compel arbitration in this medical-malpractice and wrongful-death action brought by Ille van Engelen and Jacqueline "Jackie" Kingston van Engelen.¹ Specifically, Emory argues the trial court erred in holding that the plain meaning of the arbitration agreement shows it was not applicable to claims arising from care and treatment provided to the van Engelens’ baby, Isabelle, who was unborn at the time of the agreement's execution. For the reasons set forth infra , we disagree with Emory and affirm the trial court's order.²

The record shows Jackie went to Emory Johns Creek Hospital with vaginal bleeding on July 10, 2019, while she was 31 weeks pregnant. She was discharged but returned the next morning on July 11, 2019, this time with vaginal bleeding and contractions. And when Jackie was admitted to the hospital on July 11, 2019, she signed two identical copies of Emory's three-page admission/registration agreement.³ On page two of this agreement was a clause entitled "Agreement to Alternative Dispute Resolution," which provides, in relevant part:

I agree that any claim or dispute arising out of or related to the provision of health care services to me by Emory, shall be resolved by final and binding arbitration, except as otherwise provided herein. I agree that this provision is governed by the Federal Arbitration Act. I understand and agree that this agreement includes and encompasses any claims arising out of or relating to health care services which shall be provided to me upon this admission as well as all health care services provided to me by Emory in the future, for any future condition(s), regardless of whether the future services are for a wholly unrelated or different condition than the within admission .... I understand that this agreement is also binding on any individual or entity claiming by or through me or on my behalf. I understand that this agreement is voluntary and is not a precondition to receiving health care services .... NOTE: If the individual signing this agreement is doing so on behalf of his or her minor child or any other person for whom he or she is legally responsible, the signature below affirms that he or she has the authority or obligation to contract with Emory for the provision of health care services to that minor child or other person, and that his or her execution of this agreement is in furtherance of that authority or obligation.

A signature line for the "Patient, Parent, Guardian or Authorized Representative" followed the alternative-dispute-resolution provision. Jackie signed her name under the provision in both agreements presented to her during her admission.⁴ The last page of each agreement also contained a signature line for the "patient or patient representative." And directly under this line was a line to designate the "Relationship of Representative to Patient." Jackie signed her name on the line designated for the "patient or patient's representative" on both documents at 7:24 a.m. and 7:35 a.m., respectively, but on neither agreement did she otherwise indicate her relationship to the patient.

The medical providers were unable to stop Jackie's labor, and baby Isabelle van Engelen was born at 12:26 a.m. on July 12, 2019. And following Isabelle's birth, on the agreement signed by Jackie at 7:24 a.m. on the previous day, the hospital placed a sticker in the upper right-hand portion of each page, which contained the designation "Kingston, J G A" and reflected a date of birth of July 12, 2019; age of 0; female sex; and admission date of July 12, 2019. Tragically, Isabelle never left the hospital and died two weeks later after suffering irreversible brain damage due to oxygen deprivation.⁵

In November 2020, Jackie and her husband filed a wrongful-death action on behalf of Isabelle, alleging medical malpractice. Emory filed a motion to dismiss and compel arbitration, arguing that the July 11, 2019 agreement signed at 7:24 a.m. compelled arbitration of Isabelle's claims raised in the complaint. The plaintiffs opposed the motion, contending that the arbitration clause did not apply to claims raised on behalf of Isabelle, but only those of Jackie.

The trial court denied Emory's motion, finding there was no valid and enforceable agreement requiring arbitration of the claims brought on behalf of Isabelle. In doing so, the court reasoned that a plain reading of the agreements "fails to show that any of them is applicable to [the child]’s claims," and that the "arbitration agreements applied to any claims of [the mother], individually, and her individual claims are not at issue in this action." The court then certified its order for immediate review, and we granted Emory's application for interlocutory appeal.

We review a trial court's order granting or denying a motion to compel arbitration de novo.⁶ And Emory, as the party seeking arbitration, bears the burden of proving the existence of a valid and enforceable agreement to arbitrate.⁷ Importantly, whether 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."⁸ Suffice it to say, "a contract is valid only if the parties assented to the contract terms,"⁹ which is commonly indicated by signing the agreement.¹⁰ Accordingly, a party cannot be required to "submit to arbitration any dispute which he has not agreed to submit."¹¹ But the question here is not whether the agreement signed by Jackie was valid, but rather whether she signed the agreement on behalf of Isabelle. We conclude she did not.¹²

Significantly, the cardinal rule of contract construction is "to ascertain the intention of the parties, as set out in the language of the contract. "¹³ Indeed, it is well established that the construction of a contract is "a question of law for the court,"¹⁴ involving three analytical steps:

The first step is to decide whether the language of the contract is clear and unambiguous. If so, the contract is enforced according to its plain terms, and the contract alone is looked to for meaning. Second, if the language of the contract is ambiguous in some respect, the rules of contract construction must be applied by the court to resolve the ambiguity. And finally, if ambiguity remains after applying the rules of construction, the issue of what the ambiguous language means and what the parties intended must be resolved by a jury [or the trial court at a bench trial].¹⁵

So, when the terms of a contract are clear and unambiguous, the reviewing court "looks only to the contract itself to determine the parties’ intent."¹⁶

In this case, we agree with the trial court that the terms of the arbitration agreement are clear and unambiguous, and a plain reading of the contract fails to show that it was applicable to claims arising from the treatment of baby Isabelle. Indeed, a comparison of the agreements Jackie signed upon her admission to the hospital on July 11, 2019 (which were identical), shows the only difference between the two agreements is that one was signed at 7:24 a.m. and the other at 7:35 a.m. The fact that these arbitration agreements were signed minutes apart or that Jackie signed them while in pre-term labor in no way alters the identical language in both.¹⁷

Instead, looking only at the "plain and unambiguous" terms of the agreements Jackie signed,¹⁸ the two agreements show no distinguishing factors to materially alter the terms upon which she agreed.¹⁹

The key here is that Jackie's signature on both agreements unambiguously identifies that they were signed in her personal capacity, not as a representative for her unborn baby.²⁰ Contracts, of course, "may be signed by one acting in a representative capacity,"²¹ and "[t]raditional principles of agency law may bind a nonsignatory to an arbitration agreement."²² But importantly, nothing in either agreement indicates that Jackie was signing as her unborn child's representative. Indeed, Jackie did not complete the specific line to designate the "Relationship of Representative to Patient" on either agreement.²³ Moreover, nowhere on either agreement is Jackie's unborn child identified as the actual patient,²⁴ and the belated addition of a somewhat vague patient-identification sticker to the 7:24 a.m. agreement does not alter this fact.²⁵

Emory laments that affirming the trial court's order will invalidate all admission forms signed by mothers on behalf of their unborn children, but this is fundamentally untrue. Had Jackie designated on the line beneath her signature in one of the agreements that she was signing it in a representative capacity (something an Emory employee could have easily double checked), the contracts would be separate and distinct.²⁶ For example, courts have compelled arbitration for a child when a mother "signed two arbitration agreements, one in her name, and one in the name of" her yet unborn and unnamed "Baby or Babies."²⁷

In sum, because the clear and unambiguous terms on the face of each agreement show that Jackie signed the contracts in her personal capacity, not in a representative capacity on behalf of her unborn baby, we affirm the trial court's denial of Emory's motion to dismiss and compel arbitration.²⁸

Judgment affirmed.

Mercier and Pinson, JJ., concur.

1 The van Engelens brought this action in their individual capacities, as the surviving parents of Isabelle van Engelen, and as co-administrators for her estate.

2 Oral argument was held in this case on October 5, 2021, and is currently archived on the Court's website. See Court of Appeals of Georgia,...