Entrekin v. Internal Med. Assocs. of Dothan, 11–10730.

• Decision Date: 09 August 2012
• Docket Number: No. 11–10730.,11–10730.
• Citation: 689 F.3d 1248,23 Fla. L. Weekly Fed. C 1381
• Parties: Thomas Arthur ENTREKIN, as Executor of the Last Will and Testament of Edith L. Entrekin, Deceased, Plaintiff–Appellee, v. INTERNAL MEDICINE ASSOCIATES OF DOTHAN, P.A., Calvin L. Reid, M.D., Defendants, Westside Terrace, LLC, d.b.a. Westside Terrace Health & Rehabilitation Center, Turenne & Associates, LLC, Defendants–Appellants.
• Court: U.S. Court of Appeals — Eleventh Circuit

689 F.3d 1248

23 Fla. L. Weekly Fed. C 1381

Thomas Arthur ENTREKIN, as Executor of the Last Will and Testament of Edith L. Entrekin, Deceased, Plaintiff–Appellee,

v.INTERNAL MEDICINE ASSOCIATES OF DOTHAN, P.A., Calvin L. Reid, M.D., Defendants,Westside Terrace, LLC, d.b.a. Westside Terrace Health & Rehabilitation Center, Turenne & Associates, LLC, Defendants–Appellants.

No. 11–10730.

United States Court of Appeals,Eleventh Circuit.

Aug. 9, 2012.

William Sims Stone, Andy Joel Williams, Jr., Blakely, GA, for Plaintiff–Appellee.

William S. Haynes, Stephen Parrish Dees, Robert Austin Huffaker, Jr., Rushton Stakely Johnston & Garrett, PA, Montgomery, AL, for Defendants–Appellants.

Richard J. Brockman, Angela C. Cameron, Daniel E. McBrayer, Johnston Barton Proctor & Rose, LLP, Birmingham, AL, for Plaintiff–Amicus Curiae.

Appeal from the United States District Court for the Middle District of Alabama.

Before CARNES and HULL, Circuit Judges, and ROTHSTEIN,^* District Judge.

CARNES, Circuit Judge:

When Edith Entrekin was admitted to a nursing home in Dothan, Alabama, she signed a contract requiring the arbitration of “all claims or disputes” that she or the executor of her future estate might have against the nursing home. After Entrekin died, the executor of her estate brought an action against the nursing home for damages under Alabama's wrongful death statute, Ala.Code § 6–5–410. The district court denied the nursing home's motion to compel arbitration. This appeal by the nursing home brings us this Alabama law issue: Does a decedent's agreement with a nursing home to arbitrate any claims that she or her executor might have in the future against the nursing home bind her executor to arbitrate a wrongful death claim against the nursing home? ¹

I.

The facts framing the legal issue are not disputed. After suffering a major heart attack, Entrekin was treated at two hospitals and then transferred for further recovery to Westside Terrace Health & Rehabilitation Center, a nursing home in Dothan, Alabama. When Entrekin was admitted to Westside Terrace, she and a representative of the nursing home signed a “Dispute Resolution Agreement.” Part 1 of that agreement provides:

This Agreement creates a dispute resolution program (the “Program”) which shall govern the resolution of any and all claims or disputes that would constitute a cause of action in a court of law that the Facility may have now or in the future against Resident, or that the Resident or the Resident's estate, successors, assigns, heirs, personal representatives, executors, and administrators may have now or in the future against the Facility ..., or that any other person may have arising out of or relating in any way to the Resident's stay at the Facility (hereinafter referred to as “Disputes”). The Disputes whose resolution is governed by the Program shall include, but not be limited to, claims for breach of contract or promise (express or implied); tort claims; and claims for violation of any federal, state, local, or other governmental law, statute, regulation, common law, or ordinance.

(Emphasis added.)

Part 3 of the Dispute Resolution Agreement states in bold font that “All Disputes shall be resolved by binding arbitration.” Part 4 contains a “delegation clause,” which states that “[t]he arbitrator(s), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, formation, or scope of this Agreement.” Part 6 provides that the “[Dispute Resolution] Agreement shall survive the death of the Resident ... and shall apply to all Disputes whether they arise or are asserted before, during, or after the Resident's stay at the Nursing Home.” The agreement also states that it “shall be interpreted, construed and enforced pursuant to and in accordance with the laws of Alabama.”

Ten days after signing the Dispute Resolution Agreement and while still a resident of Westside Terrace, Entrekin suffered another major heart attack and died. The executor of her estate later filed this lawsuit against Westside Terrace,² seeking damages under Alabama's wrongful death statute. The complaint alleges that Westside Terrace negligently failed to treat Entrekin's heart condition, which “resulted in her untimely, needless, and avoidable death.”

After answering the executor's complaint and denying any liability, Westside Terrace filed a motion to compel arbitration. It contended that the executor's wrongful death claim fell within the scope of the Dispute Resolution Agreement between Entrekin and Westside Terrace. Even though the executor did not personally sign the agreement, Westside Terrace argued that because Entrekin had bound herself to the terms of the agreement the executor of her estate was also bound by them.

In his response to the motion to compel arbitration, the executor admitted that Entrekin had signed the Dispute Resolution Agreement, but he argued that at the time she did so the wrongful death claim was not her claim or the claim of her estate because at that time neither the claim nor her estate existed. And because the wrongful death claim never belonged to Entrekin or her estate (a matter of Alabama of law that we will discuss later), she never had the authority to sign a contract requiring arbitration of the claim.

The district court denied Westside Terrace's motion to compel arbitration. It acknowledged that the Alabama Supreme Court has consistently compelled arbitration of wrongful death claims against nursing homes when there was an arbitration agreement between the nursing home and the decedent. But all of those decisions were distinguishable, the court thought, because in them the agreements had not been signed by the decedent herself. Instead, as the court viewed those cases, the agreements had been signed by “personal representatives [who] not only signed on behalf of the resident to arbitrate the resident's or the resident's estate's claims, but they also signed on their own behalf to arbitrate any wrongful death claim they may bring in the future as personal representative.” In this case, by contrast, only the resident (Entrekin) had signed the Dispute Resolution Agreement. That was enough of a difference, the district court thought, to distinguish the decisions enforcing arbitration agreements from the case at hand and to justify a different result.

The district court also described what it called a “conflict” in Alabama case law. There are some decisions, the court noted, holding that “wrongful death claims do not belong to a decedent.” Yet, there are other decisions holding that if an arbitration agreement signed by a nursing home resident's personal representative binds that resident while she is alive, that agreement will also bind her executor to arbitrate a wrongful death claim arising from her death. The perceived paradox is that under Alabama law an agreement can be entered on behalf of a nursing home resident requiring her executor to arbitrate a claim that will never belong to that resident.

The district court thought that the way to resolve this “conflict” is to view a personal representative who signs an arbitration agreement on behalf of a nursing home resident who is still alive as signing not only for the resident but also for the representative himself in his anticipated capacity as executor of the estate. In that way, a personal representative's single signature could bind both the decedent-to-be and the executor-to-be—provided, of course, that the personal representative becomes the executor, which will not always be the case.

Under that interpretation of Alabama case law, because the executor of Entrekin's estate had not signed the arbitration agreement, he was not bound by it. “[A] party cannot be required to submit to arbitration any dispute which he has not agreed ... to submit.” AT&T Techns., Inc. v. Commc'ns Workers of Am., 475 U.S. 643, 648, 106 S.Ct. 1415, 1418, 89 L.Ed.2d 648 (1986) (quotation marks omitted). That is the basis on which the district court denied Westside Terrace's motion to compel arbitration of the executor's wrongful death claim. ³

II.

“We review de novo the district court's denial of a motion to compel arbitration.” Lawson v. Life of the S. Ins. Co., 648 F.3d 1166, 1170 (11th Cir.2011). Because “arbitration is a matter of contract,” Rent–A–Center, W., Inc. v. Jackson, ––– U.S. ––––, 130 S.Ct. 2772, 2776, 177 L.Ed.2d 403 (2010), determining whether a claim falls within the scope of an arbitration agreement “is generally a matter of state law,” Stolt–Nielsen S.A. v. AnimalFeeds Int'l Corp., ––– U.S. ––––, 130 S.Ct. 1758, 1773, 176 L.Ed.2d 605 (2010). As a result, when considering whether the arbitration agreement at issue in this case requires the parties to arbitrate the executor's wrongful death claim, we “apply ordinary state-law principles that govern the formation of contracts.” First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 944, 115 S.Ct. 1920, 1924, 131 L.Ed.2d 985 (1995).

The Dispute Resolution Agreement states that it “shall be interpreted, construed and enforced pursuant to and in accordance with the laws of Alabama,” so we look to decisions of the Alabama Supreme Court to determine if the district court should have compelled arbitration of the wrongful death claim in this case. “The final arbiter of state law is the state supreme court, which is another way of saying that Alabama law is what the Alabama Supreme Court says it is.” Blue Cross & Blue Shield of Ala., Inc. v. Nielsen, 116 F.3d 1406, 1413 (11th Cir.1997); accord Montana v. Wyoming, ––– U.S. ––––, 131 S.Ct. 1765, 1773 n. 5, 179 L.Ed.2d 799 (2011) (“The highest court of each State ... remains the final arbiter of what is state law.” (quotation marks omitted)); West v. Am. Tel. & Tel. Co., 311 U.S. 223, 236, 61 S.Ct. 179, 183, 85 L.Ed. 139 (1940) (“[T]he highest court of the state is the final arbiter of what is...