Kindred Nursing Ctrs. Ltd. P'ship v. Clark, No. 16–32.

CourtU.S. Supreme Court
Writing for the CourtJustice KAGAN delivered the opinion of the Court.
Citation197 L.Ed.2d 806,137 S.Ct. 1421
Decision Date15 May 2017
Docket NumberNo. 16–32.
Parties KINDRED NURSING CENTERS LIMITED PARTNERSHIP, dba Winchester Centre for Health and Rehabilitation, nka Fountain Circle Health and Rehabilitation, et al., Petitioners v. Janis E. CLARK et al.

137 S.Ct. 1421
197 L.Ed.2d 806

KINDRED NURSING CENTERS LIMITED PARTNERSHIP, dba Winchester Centre for Health and Rehabilitation, nka Fountain Circle Health and Rehabilitation, et al., Petitioners
v.
Janis E. CLARK et al.

No. 16–32.

Supreme Court of the United States

Argued Feb. 22, 2017.
Decided May 15, 2017.


Andrew J. Pincus, Washington, DC, for Petitioners.

Robert E. Salyer, for Respondents.

Andrew J. Pincus, Archis A. Parasharami, Daniel E. Jones, Matthew A. Waring, Mayer Brown LLP, Washington, DC, for Petitioners.

James T. Gilbert, Coy, Gilbert, Shepherd & Wilson, Richmond, KY, Robert E. Salyer, Wilkes & McHugh, P.A., Lexington, KY, Stephen Trzcinski, Wilkes & McHugh, P.A., Philadelphia, PA, for Respondents.

Justice KAGAN delivered the opinion of the Court.

The Federal Arbitration Act (FAA or Act) requires courts to place arbitration agreements "on equal footing with all other contracts." DIRECTV, Inc. v. Imburgia, 577 U.S. ––––, ––––, 136 S.Ct. 463, 465, 193 L.Ed.2d 365 (2015) (quoting Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 443, 126 S.Ct. 1204, 163 L.Ed.2d 1038 (2006) ); see 9 U.S.C. § 2. In the decision below, the Kentucky Supreme Court declined to give effect to two arbitration

137 S.Ct. 1425

agreements executed by individuals holding "powers of attorney"—that is, authorizations to act on behalf of others. According to the court, a general grant of power (even if seemingly comprehensive) does not permit a legal representative to enter into an arbitration agreement for someone else; to form such a contract, the representative must possess specific authority to "waive his principal's fundamental constitutional rights to access the courts [and] to trial by jury." Extendicare Homes, Inc. v. Whisman, 478 S.W.3d 306, 327 (2015). Because that rule singles out arbitration agreements for disfavored treatment, we hold that it violates the FAA.

I

Petitioner Kindred Nursing Centers L.P. operates nursing homes and rehabilitation centers. Respondents Beverly Wellner and Janis Clark are the wife and daughter, respectively, of Joe Wellner and Olive Clark, two now-deceased residents of a Kindred nursing home called the Winchester Centre.

At all times relevant to this case, Beverly and Janis each held a power of attorney, designating her as an "attorney-in-fact" (the one for Joe, the other for Olive) and affording her broad authority to manage her family member's affairs. In the Wellner power of attorney, Joe gave Beverly the authority, "in my name, place and stead," to (among other things) "institute legal proceedings" and make "contracts of every nature in relation to both real and personal property." App. 10–11. In the Clark power of attorney, Olive provided Janis with "full power ... to transact, handle, and dispose of all matters affecting me and/or my estate in any possible way," including the power to "draw, make, and sign in my name any and all ... contracts, deeds, or agreements." Id., at 7.

Joe and Olive moved into the Winchester Centre in 2008, with Beverly and Janis using their powers of attorney to complete all necessary paperwork. As part of that process, Beverly and Janis each signed an arbitration agreement with Kindred on behalf of her relative. The two contracts, worded identically, provided that "[a]ny and all claims or controversies arising out of or in any way relating to ... the Resident's stay at the Facility" would be resolved through "binding arbitration" rather than a lawsuit. Id., at 14, 21.

When Joe and Olive died the next year, their estates (represented again by Beverly and Janis) brought separate suits against Kindred in Kentucky state court. The complaints alleged that Kindred had delivered substandard care to Joe and Olive, causing their deaths. Kindred moved to dismiss the cases, arguing that the arbitration agreements Beverly and Janis had signed prohibited bringing their disputes to court. But the trial court denied Kindred's motions, and the Kentucky Court of Appeals agreed that the estates' suits could go forward. See App. to Pet. for Cert. 125a–126a, 137a–138a.

The Kentucky Supreme Court, after consolidating the cases, affirmed those decisions by a divided vote. See 478 S.W.3d, at 313. The court began with the language of the two powers of attorney. The Wellner document, the court stated, did not permit Beverly to enter into an arbitration agreement on Joe's behalf. In the court's view, neither the provision authorizing her to bring legal proceedings nor the one enabling her to make property-related contracts reached quite that distance. See id., at 325–326 ; supra, at 1425. By contrast, the court thought, the Clark power of attorney extended that far and beyond. Under that document, after all, Janis had the capacity to "dispose of all matters" affecting Olive. See

137 S.Ct. 1426

supra, at 1425. "Given this extremely broad, universal delegation of authority," the court acknowledged, "it would be impossible to say that entering into [an] arbitration agreement was not covered." 478 S.W.3d, at 327.

And yet, the court went on, both arbitration agreements—Janis's no less than Beverly's—were invalid. That was because a power of attorney could not entitle a representative to enter into an arbitration agreement without specifically saying so. The Kentucky Constitution, the court explained, protects the rights of access to the courts and trial by jury; indeed, the jury guarantee is the sole right the Constitution declares "sacred" and "inviolate." Id., at 328–329. Accordingly, the court held, an agent could deprive her principal of an "adjudication by judge or jury" only if the power of attorney "expressly so provide[d]." Id., at 329. And that clear-statement rule—so said the court—complied with the FAA's demands. True enough that the Act precludes "singl[ing] out arbitration agreements." Ibid. (internal quotation marks omitted). But that was no problem, the court asserted, because its rule would apply not just to those agreements, but also to some other contracts implicating "fundamental constitutional rights." Id., at 328. In the future, for example, the court would bar the holder of a "non-specific" power of attorney from entering into a contract "bind[ing] the principal to personal servitude." Ibid.

Justice Abramson dissented, in an opinion joined by two of her colleagues. In their view, the Kentucky Supreme Court's new clear-statement rule was "clearly not ... applicable to ‘any contract’ but [instead] single[d] out arbitration agreements for disfavored treatment." Id., at 344–345. Accordingly, the dissent concluded, the rule "r[a]n afoul of the FAA." Id., at 353.

We granted certiorari. 580 U.S. ––––, 137 S.Ct. 368, 196 L.Ed.2d 283 (2016).

II

A

The FAA makes arbitration agreements "valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract." 9 U.S.C. § 2. That statutory provision establishes an equal-treatment principle: A court may invalidate an arbitration agreement based on "generally applicable contract defenses" like fraud or unconscionability, but not on legal rules that "apply only to arbitration or that derive their meaning from the fact that an agreement to arbitrate is at issue." AT & T Mobility LLC v. Concepcion, 563 U.S. 333, 339, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011). The FAA thus preempts any state rule discriminating on its face against arbitration—for example, a "law prohibit[ing] outright the arbitration of a particular type of claim." Id., at 341, 131 S.Ct. 1740. And not only that: The Act also displaces any rule that covertly accomplishes the same objective by disfavoring contracts that (oh so coincidentally) have the defining features of arbitration agreements. In Concepcion, for example, we described a hypothetical state law declaring unenforceable any contract that "disallow[ed] an ultimate disposition [of a dispute] by a jury." Id., at 342, 131 S.Ct. 1740. Such a law might avoid referring to arbitration by name; but still, we explained, it would "rely on the uniqueness of an agreement to arbitrate as [its] basis"—and thereby violate the FAA. Id...

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245 practice notes
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    • United States
    • United States District Courts. 3th Circuit. United States District Courts. 3th Circuit. District of New Jersey
    • December 7, 2018
    ...so coincidentally) have the defining features of arbitration agreements. Kindred Nursing Centers Ltd. P'ship v. Clark , ––– U.S. ––––, 137 S.Ct. 1421, 1426, 197 L.Ed.2d 806 (2017) (quoting AT & T Mobility LLC v. Concepcion , 563 U.S. 333, 341, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011) ) (sarca......
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    • United States District Courts. 9th Circuit. United States District Courts. 9th Circuit. Eastern District of California
    • February 6, 2020
    ...those agreements once properly made. Precedent confirms that point." Kindred Nursing Centers Ltd. Partnership v. Clark [––– U.S. ––––], 137 S. Ct. 1421, 1428 [197 L.Ed.2d 806] (2017).Since this bill plainly violates federal law, I cannot sign this measure.Id. at 8–9 (alterations in original......
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    ...to "place arbitration agreements on an equal footing with other contracts." Kindred Nursing Centers L. P. v. Clark , 581 U.S. ––––, ––––, 137 S.Ct. 1421, 1424, 197 L.Ed.2d 806 (2017) ; AT&T Mobility LLC v. Concepcion , 563 U.S. 333, 339, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011) (internal quot......
  • Arafa v. Health Express Corp., A-6 September Term 2019
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    • United States State Supreme Court (New Jersey)
    • July 14, 2020
    ...... preempts any state rule discriminating on its face against arbitration," Kindred Nursing Ctrs. Ltd. P'ship v. Clark, 581 U.S. ––––, 137 S. Ct. 1421, 1426, 197 L.Ed.2d 806 (2017). Significantly, however, the FAA "contains no express pre-emptive provision, nor does it reflect a 243 N.J. 1......
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  • Bacon v. Avis Budget Grp., Inc., Civ. No. 16-5939 (KM) (JBC)
    • United States
    • United States District Courts. 3th Circuit. United States District Courts. 3th Circuit. District of New Jersey
    • December 7, 2018
    ...so coincidentally) have the defining features of arbitration agreements. Kindred Nursing Centers Ltd. P'ship v. Clark , ––– U.S. ––––, 137 S.Ct. 1421, 1426, 197 L.Ed.2d 806 (2017) (quoting AT & T Mobility LLC v. Concepcion , 563 U.S. 333, 341, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011) ) (s......
  • Chamber of Commerce of the U.S. v. Becerra, No. 2:19-cv-02456-KJM-DB
    • United States
    • United States District Courts. 9th Circuit. United States District Courts. 9th Circuit. Eastern District of California
    • February 6, 2020
    ...agreements once properly made. Precedent confirms that point." Kindred Nursing Centers Ltd. Partnership v. Clark [––– U.S. ––––], 137 S. Ct. 1421, 1428 [197 L.Ed.2d 806] (2017).Since this bill plainly violates federal law, I cannot sign this measure.Id. at 8–9 (alterations in original)......
  • Lamps Plus, Inc. v. Varela, No. 17-988
    • United States
    • United States Supreme Court
    • April 24, 2019
    ...arbitration agreements on an equal footing with other contracts." Kindred Nursing Centers L. P. v. Clark , 581 U.S. ––––, ––––, 137 S.Ct. 1421, 1424, 197 L.Ed.2d 806 (2017) ; AT&T Mobility LLC v. Concepcion , 563 U.S. 333, 339, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011) (internal quota......
  • Arafa v. Health Express Corp., A-6 September Term 2019
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    • July 14, 2020
    ...preempts any state rule discriminating on its face against arbitration," Kindred Nursing Ctrs. Ltd. P'ship v. Clark, 581 U.S. ––––, 137 S. Ct. 1421, 1426, 197 L.Ed.2d 806 (2017). Significantly, however, the FAA "contains no express pre-emptive provision, nor does it reflect a 243 ......
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13 firm's commentaries
  • Is Your Arbitration Agreement Unconscionable?
    • United States
    • Mondaq United States
    • February 22, 2022
    ...terms. See N. Kentucky Area Dev. Dist. v. Snyder, 570 S.W.3d 531, 537 (Ky. 2018) (citing Kindred Nursing Ctrs. Ltd. P'ship v. Clark, 137 S. Ct. 1421, 1425, 197 L. Ed. 2d 806 (2017)). Stated differently, an arbitration provision in a consumer contract cannot be automatically stricken as unco......
  • Is Your Arbitration Agreement Unconscionable?
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    ...terms. See N. Kentucky Area Dev. Dist. v. Snyder, 570 S.W.3d 531, 537 (Ky. 2018) (citing Kindred Nursing Ctrs. Ltd. P'ship v. Clark, 137 S. Ct. 1421, 1425, 197 L. Ed. 2d 806 (2017)). Stated differently, an arbitration provision in a consumer contract cannot be automatically stricken as unco......
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    ...Court precedent. The employer argued that the US Supreme Court's rulings in Kindred Nursing Ltd P'ship v. Clark ("Kindred Nursing"), 137 S. Ct. 1421 (2017), and Epic Sys. Corp. v. Lewis ("Epic Systems"), 138 S. Ct. 1612 (2018), require a reexamination of Iskanian. We have previously spoken ......
  • Ninth Circuit Eliminates Obstacles To Enforcement Of Employment Arbitration Agreements In California
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    ...See Supreme Court Permits Arbitration of Individual PAGA Claims | Littler Mendelson P.C. 8 Kindred Nursing Ltd. P'ship v. Clark, 137 S. Ct. 1421 (2017) and Doctor's Assocs., Inc. v. Casarotto, 517 U.S. 683 The content of this article is intended to provide a general guide to the subject mat......
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3 books & journal articles

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