Miss. Care Center of Greenville v. Hinyub

• Decision Date: 03 January 2008
• Docket Number: No. 2005-CA-01239-SCT.,2005-CA-01239-SCT.
• Citation: 975 So.2d 211
• Parties: MISSISSIPPI CARE CENTER OF GREENVILLE, LLC, Oxford Management Company, Inc., Michael Overstreet and Tessa Cooper v. Nancy HINYUB, Individually and as Personal Representative of the Estate of Don Wyse.
• Court: Mississippi Supreme Court

975 So.2d 211

MISSISSIPPI CARE CENTER OF GREENVILLE, LLC, Oxford Management Company, Inc., Michael Overstreet and Tessa Cooper v. Nancy HINYUB, Individually and as Personal Representative of the Estate of Don Wyse.

No. 2005-CA-01239-SCT.

Supreme Court of Mississippi.

January 3, 2008.

Rehearing Denied March 6, 2008.

Heather Marie Aby, Marjorie Selby Busching, Jackson, Steven Mark Wann, attorneys for appellants.

F.M. Turner, III, Hattiesburg, attorney for appellee.

Before SMITH, C.J., CARLSON and RANDOLPH, JJ.

CARLSON, Justice, for the Court.

¶ 1. In this wrongful-death suit, Mississippi Care Center of Greenville, LLC; Oxford Management Company, Inc.; Michael Overstreet; and Tessa Cooper appeal to this Court after the trial court refused to compel arbitration. Finding no error, we affirm the Washington County Circuit Court's order denying the defendants' motion to stay proceedings and compel arbitration.

FACTS AND PROCEEDINGS IN THE TRIAL COURT

¶ 2. In January of 1997, Don Wyse was admitted to Mississippi Care Center of Greenville f/k/a MS Extended Care of Greenville (MCCG) under an admission agreement which did not contain an arbitration provision. This admission agreement was signed by Don Wyse and Wyse's daughter, Nancy Wyse (Hinyub),¹ who asserted that she was signing on behalf of her father pursuant to a durable power of attorney.² On January 31, 2004, Don Wyse was discharged from MCCG and was transferred to Delta Regional Medical Center for treatment. On February 13, 2004, at approximately 6:30 p.m., Wyse was re-admitted to MCCG, and Hinyub, on behalf of her father, entered into a second admission agreement with MCCG. This second admission agreement contained an arbitration provision. Wyse died at noon the next day.

¶ 3. On August 24, 2004, Nancy Hinyub, individually and as personal representative of the estate of Don Wyse, deceased, filed an action in the Circuit Court of Washington County against MCCG; Oxford Management Company, Inc.; Health Care Consultants, Inc.; Mississippi Extended Care of Greenville, Inc.; Michael H. Overstreet; Tessi Cooper; Unidentified Entities 1 through 10 and John Does 1 through 10 (as to MCCG) alleging, inter alia, negligence, malpractice, malice and/or gross negligence, fraud, breach of fiduciary duty, and wrongful death. On August 30, 2004, Hinyub filed an amended complaint to substitute John Does 1-2 with Nino A. Bologna, M.D. and Phillip Doolittle, M.D., two of Wyse's treating physicians. On December 16, 2004, MCCG, Overstreet and Cooper filed a Motion to Stay Proceedings and Compel Arbitration based on the arbitration provision contained within the Admissions Agreement of February 13, 2004. On December 22, 2004, Oxford Management Company, Inc., filed its Motion for Joinder in the Defendants' Motion to Stay Proceedings and Compel Arbitration. Hinyub filed her opposition to the defendants' motion to compel arbitration on April 21, 2005. After reviewing the motions submitted by the parties, on June 3, 2005, the Circuit Court of Washington County, Judge Richard A. Smith, presiding, entered its Order Denying the Defendants' Motion to Stay Proceedings and Compel Arbitration. From this order, certain defendants³ appeal to this Court on the sole issue of whether the trial court erred in failing to enforce an arbitration provision contained within a nursing home admission agreement entered into between the nursing home and the resident's daughter (Nancy Hinyub), operating under a power of attorney and as her father's responsible party. Finding that the trial court properly denied the defendants' motion to compel arbitration, we affirm.

DISCUSSION

WHETHER THE CIRCUIT COURT ERRED IN DENYING THE DEFENDANTS' MOTION TO COMPEL ARBITRATION.

¶ 4. On appeal, we apply a de novo standard of review to a trial court's decision to grant or deny a motion to compel arbitration. EquiFirst Corp. v. Jackson, 920 So.2d 458, 461 (Miss.2006); Doleac v. Real Estate Professionals, LLC, 911 So.2d 496, 501 (Miss.2005); East Ford, Inc. v. Taylor, 826 So.2d 709, 713 (Miss. 2002). The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., applies to all written agreements to arbitrate contained in any contract "evidencing a transaction involving commerce." 9 U.S.C. § 2.

¶ 5. Courts have long recognized the existence of "a liberal federal policy favoring arbitration agreements." EquiFirst Corp., 920 So.2d at 461 (citing Terminix Int'l, Inc., Ltd. P'ship v. Rice, 904 So.2d 1051, 1054-55 (Miss.2004) (quoting Russell v. Performance Toyota, Inc., 826 So.2d 719, 722 (Miss.2002))). As such, "[a]rbitration is firmly embedded in both our federal and state laws." EquiFirst Corp., 920 So.2d at 461 (citing Pass Termite & Pest Control, Inc. v. Walker, 904 So.2d 1030, 1032-33 (Miss.2004) (citing Russell, 826 So.2d 719 (Miss.2002); East Ford, 826 So.2d 719 (Miss.2002); IP Timberlands Operating Co. v. Denmiss Corp., 726 So.2d 96 (Miss.1998))).

¶ 6. Therefore, arbitration is required "unless the agreement to arbitrate is not part of a contract evidencing interstate commerce or is revocable `upon such grounds as exist at law or in equity for the revocation of any contract.'" McKenzie Check Advance of Miss. v. Hardy, 866 So.2d 446, 450 (Miss.2004); 9 U.S.C. § 2. That being said, "[a]rbitration is a matter of contract and a party cannot be required to submit to arbitration any dispute which he has not agreed so to submit." EquiFirst Corp., 920 So.2d at 461 (citing Pre-Paid Legal Services, Inc. v. Battle, 873 So.2d 79, 83 (Miss.2004) (quoting AT & T Technologies, Inc. v. Communications Workers of America, 475 U.S. 643, 648 106 S.Ct. 1415, 1418, 89 L.Ed.2d 648 (1986))).

¶ 7. The defendants argue on appeal that they should be allowed to arbitrate the claims asserted by Nancy Hinyub, individually and as personal representative of the estate of Don Wyse. In support of their argument, the defendants contend Hinyub had authority to bind her father, Don Wyse, in health care matters, including the agreement to arbitrate. The defendants thus assert that, based on Hinyub's authority to bind her father to the arbitration provision, Hinyub gave the mutual assent of her father and herself to the arbitration provision when she signed directly below the arbitration provision, which provided in relevant part:

The parties understand and agree that by entering this Arbitration Agreement they are giving up and waiving their constitutional right to have any claim decided in a court of law before a judge and jury.

The Resident and/or Responsible Party understand that (1) he/she has the right to seek legal counsel concerning this agreement, (2) the execution of this Arbitration (sic) is not a precondition to the furnishing of services to the Resident by the Facility; and (3) this Arbitration Agreement may be rescinded by written notice to the Facility from the Resident within 30 days of signature. If not rescinded within 30 days, this Arbitration Agreement shall remain in effect for all care and services subsequently rendered at the Facility, even if such care and services are rendered following the Resident's discharge and readmission to the Facility.

¶ 8. Hinyub argues on the other hand that no arbitration agreement existed between Don Wyse and MCCG because the claims asserted in the complaint are not covered by the arbitration agreement; Hinyub did not have authority to bind her father to an arbitration agreement, either pursuant to a durable power of attorney for health care or as a health care surrogate under the Uniform Health-Care Surrogate Statute, Miss.Code Ann. § 41-41-211 (Rev.2005); and the arbitration agreement was substantively unconscionable.

¶ 9. This Court unquestionably has recognized the well-accepted standard for determining the validity and enforceability of an arbitration clause. Specifically,

In determining the validity of a motion to compel arbitration under the Federal Arbitration Act, courts generally conduct a two-pronged inquiry. The first prong has two considerations: (1) whether there is a valid arbitration agreement and (2) whether the parties' dispute is within the scope of the arbitration agreement.

...

Under the second prong, the United States Supreme Court has stated the question is "whether legal constraints external to the parties' agreement foreclosed arbitration of those claims."

Pre-Paid Legal Services, Inc. v. Battle, 873 So.2d 79, 82-83 (Miss.2004) (citing East Ford, Inc., 826 So.2d at 713). See Mitsubishi Motors Corp. v. Soler-Chrysler-Plymouth, Inc., 473 U.S. 614, 626, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985). Based on the above standard, MCCG states "[i]n this case sub judice, a valid written agreement to arbitrate exists between Don Wyse and Mississippi Care Center of Greenville." However, nowhere in the motion did MCCG assert that a valid arbitration agreement existed because Hinyub had a durable power of attorney or any authority to act on behalf of Wyse to sign the admission agreement.

¶ 10. Thus, this Court must first determine whether the parties agreed to arbitrate the dispute. Rogers-Dabbs Chevrolet-Hummer v. Blakeney, 950 So.2d 170, 173 (Miss.2007). To determine whether the parties in this case agreed to arbitrate the dispute, we consider the already-noted, two-prong test of whether there is a valid arbitration agreement, and whether the parties' dispute is within the scope of the arbitration agreement. Id. (citing East Ford, 826 So.2d at 713). In determining whether Wyse and Hinyub agreed to arbitration, we simply apply contract law. See Terminix Int'l, Inc., Ltd. P'ship v. Rice, 904 So.2d 1051, 1055 (Miss.2004); see also First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 944, 115 S.Ct. 1920, 1924, 131 L.Ed.2d 985 (1995). That being said, it is important to note that, while Wyse did not himself sign the arbitration agreement, Hinyub's signature may have bound Wyse if Hinyub had the authority to sign the document.

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