Loyer v. Signature Healthcare of Galion

• Decision Date: 14 November 2016
• Docket Number: No. 3–16–09.,3–16–09.
• Citation: 66 N.E.3d 779
• Parties: Calvin LOYER, as Personal Representative of the Estate of Edeltrud M. Loyer, Plaintiff–Appellee, v. SIGNATURE HEALTHCARE OF GALION, et al., Defendants–Appellants.
• Court: Ohio Court of Appeals

66 N.E.3d 779

Calvin LOYER, as Personal Representative of the Estate of Edeltrud M. Loyer, Plaintiff–Appellee,

v.SIGNATURE HEALTHCARE OF GALION, et al., Defendants–Appellants.

No. 3–16–09.

Court of Appeals of Ohio, Third District, Crawford County.

Nov. 14, 2016.

Robert M. Anspach and Mark D. Meeks, for appellants.

Blake A. Dickson, Cleveland, and Daniel Z. Inscore, for appellee.

OPINION

PRESTON, J.

{¶ 1} Defendants-appellants, Signature Healthcare of Galion, SHC LP Holdings, LLC, Signature Healthcare LLC, Signature Healthcare Clinical Consulting Services LLC, Signature Healthcare Consulting Services LLC, Ugwulo Rawlins, and SHC of Galion, LP Galion LLC (collectively "defendants"), appeal the judgment of the Crawford County Court of Common Pleas denying their motion to stay pending arbitration the proceedings initiated by plaintiff-appellee, Calvin Loyer ("Calvin"), as the personal representative of the estate of Edeltrud Loyer ("Edeltrud"), ("plaintiff"). For the reasons that follow, we affirm.

{¶ 2} This case stems from a survivorship and wrongful-death complaint filed by plaintiff on May 26, 2015 for the May 28, 2014 death of Edeltrud, alleging that her death was caused by the negligence of defendants. (Doc. No. 1). On August 10, 2015, defendants filed their answer. (Doc. No. 13). At the same time, defendants filed a motion to stay pending arbitration based on an arbitration agreement signed by Calvin on April 23, 2014 as part of Edeltrud's admission to defendants' nursing-home facility. (Doc. No. 14). Plaintiff filed affidavits of merit on October 22, 2015. (Doc. Nos. 24, 25).

{¶ 3} On March 1, 2016, plaintiff filed a memorandum in opposition to defendants' motion to stay pending arbitration. (Doc. No. 34). That same day, plaintiff filed the deposition of Becky King ("King")—the representative who executed Edeltrud's nursing-home admission paperwork on behalf of defendants. (Doc. Nos. 35, 36). On March 15, 2016, defendants filed their reply to plaintiff's memorandum in opposition to defendants' motion to stay pending arbitration. (Doc. No. 37). On March 24, 2016, plaintiff filed "Plaintiff's Motion for Leave to File the Within Sur Reply Brief, Instanter, in Opposition to Defendants' Motion to Stay." (Doc. No. 38).

{¶ 4} On May 19, 2016, the trial court denied defendants' motion to stay pending arbitration. (Doc. No. 40). The trial court filed a more detailed entry denying defendants' motion to stay pending arbitration on June 1, 2016. (Doc. No. 42).

{¶ 5} Defendants filed their notice of appeal on June 6, 2016. (Doc. No. 43). They raise three assignments of error for our review. For ease of our discussion, we will discuss them together.¹

Assignment of Error No. I

The trial court erred in failing to stay the case pending arbitration of either the pleaded wrongful death or survivorship claims pursuant to the subject Agreement to Informally Resolve and Arbitrate All Disputes.

Assignment of Error No. II

The trial court erred by finding that Appellee did not sign the Agreement to Informally Resolve and Arbitrate All Disputes in [sic] his own behalf, thus requiring arbitration of the wrongful death claims.

Assignment of Error No. III

The trial court erred by finding that Appellee lacked authority to sign the Agreement to Informally Resolve and Arbitrate All Disputes on behalf of his decedent, Edeltrud M. Loyer, thus requiring arbitration of the survivorship medical claims.

{¶ 6} In their assignments of error, defendants argue that the trial court abused its discretion by denying their motion to stay pending arbitration because Calvin signed an arbitration agreement binding any survivorship or wrongful-death claims to the arbitration forum. That is, defendants argue that Calvin signed the arbitration agreement either on his own behalf or behalf of Edeltrud. Specifically, regarding the survivorship complaint, defendants argue that Calvin signed the arbitration agreement under "Ohio's necessaries statute, R.C. 3103.03, to effectuate his wife's admission to [defendants'] facility." (Appellants' Brief at 17). That is, defendants argue that Calvin had authority to sign on Edeltrud's behalf based on an emergency.

{¶ 7} "When reviewing a trial court's decision to grant or deny a motion to stay proceedings and compel arbitration, an appellate court generally applies an abuse-of-discretion standard of review." Spearman v. Am. Elec. Power Co., 3d Dist., 2015-Ohio-928, 30 N.E.3d 204, ¶ 13, citing Kellogg v. Griffiths Health Care Grp., 3d Dist. Marion No. 9–10–59, 2011-Ohio-1733, 2011 WL 1345138, ¶ 9, citing Morris v. Morris, 189 Ohio App.3d 608, 2010-Ohio-4750, 939 N.E.2d 928, ¶ 15 (10th Dist.). An abuse of discretion suggests the trial court's decision is unreasonable, arbitrary, or unconscionable. Blakemore v. Blakemore, 5 Ohio St.3d 217, 219, 450 N.E.2d 1140 (1983). "Furthermore, when a trial court makes factual findings, such as any findings regarding the circumstances surrounding the making of the contract, those factual findings should be reviewed with great deference." Kellogg at ¶ 9, citing Taylor Bldg. Corp. of Am. v. Benfield, 117 Ohio St.3d 352, 2008-Ohio-938, 884 N.E.2d 12, ¶ 38 and Nationwide Mut. Fire Ins. Co. v. Guman Bros. Farm, 73 Ohio St.3d 107, 108, 652 N.E.2d 684 (1995) (contract interpretation, a question of law, is reviewed de novo, "[u]nlike determinations of fact which are given great deference"). " ‘However, a de novo standard of review is appropriate when the appeal presents a question of law.’ " Spearman at ¶ 13, quoting Kellogg at ¶ 9, citing Morris at ¶ 15 and Barhorst, Inc. v. Hanson Pipe & Prods. Ohio, Inc., 169 Ohio App.3d 778, 2006-Ohio-6858, 865 N.E.2d 75, ¶ 10 (3d Dist.).

{¶ 8} Under Ohio law, survivorship claims are separate and distinct actions from wrongful-death claims. Cincinnati Ins. Co. v. Phillips, 44 Ohio St.3d 163, 166, 541 N.E.2d 1050 (1989), rev'd on other grounds, 52 Ohio St.3d 162, 556 N.E.2d 1150 (1990) ; Peters v. Columbus Steel Castings Co., 115 Ohio St.3d 134, 2007-Ohio-4787, 873 N.E.2d 1258, ¶ 11 ("Although they are pursued by the same nominal party, we have long recognized the separate nature of these claims in Ohio."). "[W]hen an individual is killed by the wrongful act of another, the personal representative of the decedent's estate may bring a survival action for the decedent's own injuries leading to his or her death as well as a wrongful-death action for the injuries suffered by the beneficiaries of the decedent as a result of the death." (Emphasis sic.) Peters at ¶ 11. As such, we address first plaintiff's survivorship claim, followed by plaintiff's wrongful-death claim.

{¶ 9} We conclude that the trial court did not abuse its discretion by denying defendants' motion to stay pending arbitration with respect to plaintiff's survivorship claim because defendants failed to show that Calvin had the authority to bind Edeltrud to the terms of the arbitration agreement. There is no dispute that Edeltrud did not execute the arbitration agreement. However, defendants argue that Calvin "possessed sufficient authority" to execute the arbitration agreement on behalf of Edeltrud. (Appellants' Brief at 17).

{¶ 10} " ‘The relationship of principal and agent, and the resultant liability of the principal for the acts of the agent, may be created by the express grant of authority by the principal. Absent express agency, the relation may be one of implied or apparent agency.’ " Simmons v. Extendicare Health Servs., Inc., 5th Dist. Delaware No. 15 CAE 12 0095, 2016-Ohio-4831, 2016 WL 3608654, ¶ 15, quoting Master Consolidated Corp. v. BancOhio Natl. Bank, 61 Ohio St.3d 570, 574, 575 N.E.2d 817 (1991). " ‘Apparent agency exists "where one who is assuming to act as an agent for a party in the making of a contract but in fact has no actual authority to do so, such party will nonetheless be bound by the contract ‘if such party has by his words or conduct, reasonably interpreted, caused the other party to the contract to believe that the one assuming to act as agent had the necessary authority to make the contract.’ " ' " Id., quoting Scott v. Kindred Transitional Care & Rehab., 8th Dist. Cuyahoga No. 103256, 2016-Ohio-495, 2016 WL 561756, ¶ 13, quoting Master Consolidated Corp. at 576, 575 N.E.2d 817, quoting Miller v. Wick Bldg. Co., 154 Ohio St. 93, 93 N.E.2d 467 (1950).

{¶ 11} "In order for a principal to be bound by the acts of his agent under the theory of apparent agency, evidence must affirmatively show: (1) that the principal held the agent out to the public as possessing sufficient authority to embrace the particular act in question, or knowingly permitted him to act as having such authority, and (2) that the person dealing with the agent knew of those facts and acting in good faith had reason to believe and did believe that the agent possessed the necessary authority."Id. at ¶ 16, citing Master Consolidated Corp. at syllabus. "The burden of proving that apparent authority exists rests upon the party asserting the agency." Id., citing Scott at ¶ 15, citing Irving Leasing Corp. v. M & H Tire Co., 16 Ohio App.3d 191, 475 N.E.2d 127 (2d Dist.1984).

{¶ 12} "It is the acts of the principal, not the acts of the agent, that create apparent authority." Id. at ¶ 17, citing Master Consolidated Corp. at syllabus. " ‘ "The principal is responsible for the agent's acts only when the principal has clothed the agent with apparent authority and not when the agent's own conduct has created the apparent authority." ’ " Id., quoting Primmer v. Healthcare Industries Corp., 4th Dist., 2015-Ohio-4104, 43 N.E.3d 788, ¶ 26, quoting Ohio State Bar Assn. v. Martin, 118 Ohio St.3d 119, 2008-Ohio-1809, 886 N.E.2d 827, ¶ 41.

{¶ 13} Defendants failed to prove that Calvin had any authority to bind Edeltrud to the arbitration agreement. First, defendants failed to prove that Calvin had Edeltrud's express authority to bind her to the arbitration agreement because it did not demonstrate that Calvin was Edeltrud's legal...