Rister v. NHC Healthcare-Osage Beach, LLC

• Docket Number: SD37374
• Decision Date: 30 August 2023
• Parties: JOAN RISTER and FRED RISTER, Plaintiffs-Respondents, v. NHC HEALTHCARE - OSAGE BEACH, LLC, d/b/a OSAGE BEACH REHABILITATION &HEALTHCARE CENTER, Defendant-Appellant.
• Court: Missouri Court of Appeals

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JOAN RISTER and FRED RISTER, Plaintiffs-Respondents,
v.
NHC HEALTHCARE - OSAGE BEACH, LLC, d/b/a OSAGE BEACH REHABILITATION &HEALTHCARE CENTER, Defendant-Appellant.

No. SD37374

Court of Appeals of Missouri, Southern District

August 30, 2023

APPEAL FROM THE CIRCUIT COURT OF CAMDEN COUNTY Honorable Matthew P. Hamner, Circuit Judge

OPINION

JEFFREY W. BATES, J.

NHC Healthcare-Osage Beach, LLC (NHC) appeals from an order denying NHC's motion to compel arbitration with Joan Rister (Joan), a resident at NHC's skilled nursing facility (the Center). Joan did not sign the arbitration agreement. Instead, it was signed by her husband, Fred Rister (Fred).^[1] No evidence appears in the record that Fred had any authority to sign as Joan's legal representative.

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Presenting two points on appeal, NHC contends the trial court erred in denying the motion to compel arbitration. Point 1 argues that the arbitration agreement applies to disputes arising out of Joan's stay at the Center and permits execution by her "Legal Representative" within the meaning of the arbitration agreement. Point 2 argues that Joan was a third-party beneficiary to the agreement because she accepted a benefit from the agreement and was, therefore, estopped from denying its effect. Finding no merit in these arguments, we affirm.

Standard of Review

When there are factual disputes regarding the existence of an agreement to arbitrate, the trial court must determine "whether an arbitration agreement exists." Theroff v. Dollar Tree Stores, Inc., 591 S.W.3d 432, 436 (Mo. banc 2020); see Trunnel v. Missouri Higher Educ. Loan Auth., 635 S.W.3d 193, 197-98 (Mo. App. 2021); § 435.355.1.^[2] The party asserting the existence of a valid and enforceable contract to arbitrate bears the burden of proving that proposition. Duncan v. TitleMax of Mo., Inc., 607 S.W.3d 243, 249 (Mo. App. 2020). "Missouri contract law governs whether an arbitration agreement is valid and

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enforceable." Bridgecrest Acceptance Corp. v. Donaldson, 648 S.W.3d 745, 751 (Mo. banc 2022).

An appellate court's review of the trial court's determination as to the existence of an agreement itself is analogous to that in a court-tried case. Thereff, 591 S.W.3d at 436.

As such, in an appeal from a [trial] court's order overruling a motion to compel arbitration when there is a dispute as to whether the arbitration agreement exists, the [trial] court's judgment will be affirmed unless there is no substantial evidence to support it, it is against the weight of the evidence, or it erroneously declares or applies the law

Id. (internal footnote omitted); see Rule 84.13(d); Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976); Lopez v. GMT Auto Sales, Inc., 656 S.W.3d 315, 320-21 (Mo. App. 2022). We decide issues of law de novo. Missouri Ozarks Radio Network, Inc. v. Baugh, 598 S.W.3d 154, 158 (Mo. App. 2020). Issues relating to the existence of an arbitration agreement, however, are "factual and require our deference to the [trial] court's findings." Lopez, 656 S.W.3d at 321 (citation omitted).^[3]

Factual and Procedural Background

On September 16, 2020, Joan was admitted into the Center. That same day, Fred executed a "Preadmission Agreement" and a "Voluntary Agreement to Arbitrate and Waive Jury Trial" (Arbitration Agreement).

The Preadmission Agreement identified the "Patient" as Joan, and included a line for the "Name of Legal Representative (if applicable)" but that line was left blank. The agreement went on to define a "legal representative" as "anyone authorized by the Patient

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or by law to act on the Patient's behalf." Several boxes followed to indicate the "Type (check one)" of legal authority, specifying: (1) "Power of Attorney" (POA); (2) "Limited, Durable POA"; (3) "Unlimited/Durable POA"; (4) "Guardianship"; (5) "Health Care Agent/Proxy"; or (6) "Surrogate[.]" None of these boxes were checked. On the last page of the Preadmission Agreement, Fred signed his name on the "Patient" signature line.

The Arbitration Agreement opened with a paragraph stating, in bold print, that signing that agreement was not a condition of admission:

Execution of this Agreement by or on behalf of the patient is not a condition of admission to, or a requirement to continue receiving care at, the Center. In other words, the resident has the right not to sign this agreement and still be admitted to, or continue receiving care at, the Center.

On the last page of the Arbitration Agreement, Fred signed his name on the signature line for "Other Persons Signing on behalf of the Patient and in their Individual Capacity (please specify authority to sign)[.]" Fred, however, did not specify his authority to sign.

On September 19, 2020, Joan fell and suffered a broken femur. The following April 2021, the Risters filed their petition seeking damages for Joan's injuries and Fred's loss of consortium.

In June 2021, NHC filed its motion to stay the proceedings and compel arbitration. NHC attached the Arbitration Agreement. NHC claimed that: (1) Fred signed as Joan's legal representative; and (2) Joan was a third-party beneficiary of the Arbitration Agreement and should be estopped from arguing that agreement was not valid.

After a hearing on the matter, the trial court entered an order denying NHC's motion to stay the proceedings and compel arbitration. The court determined that there was no evidence that Fred had the legal authority to sign the Arbitration Agreement on Joan's behalf,

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and that Joan's "mere status" as a third-party beneficiary of that agreement, even if it could be shown, was insufficient to bind her to arbitration. The court stated:

It is undisputed that [Joan] did not sign the Arbitration Agreement that [NHC] seeks to enforce. Further, there is no evidence attached to [NHC's] Motion or otherwise in the record that establishes that [Fred] had legal authority to sign such agreement on [Joan's] behalf. While [NHC] asserts that [Joan] should be bound as a Third-Party Beneficiary of the contract, mere status as a third-party beneficiary, which the Court declines to address at this time, is insufficient in and of itself to support binding an unwilling nonsignatory to an arbitration agreement.

This appeal followed.

Discussion and Decision

Point 1

NHC's first point...