Robertson v. Towers

• Decision Date: 21 June 2013
• Docket Number: 1120291.
• Citation: 134 So.3d 862
• Parties: Joe ROBERTSON v. MOUNT ROYAL TOWERS, a domestic nonprofit corporation.
• Court: Alabama Supreme Court

134 So.3d 862

Joe ROBERTSON

v.MOUNT ROYAL TOWERS, a domestic nonprofit corporation.

1120291.

Supreme Court of Alabama.

June 21, 2013.

Bruce J. McKee and James R. Moncus III of Hare, Wynn, Newell & Newton, LLP, Birmingham, for appellant.

James C. Gray III, Karen M. Ross, and Anthony L. Watkins, Jr., of Lloyd, Gray, Whitehead & Monroe, P.C., Birmingham, for appellee.

STUART, Justice.

Joe Robertson appeals the order of the Jefferson Circuit Court holding that his claims against Mount Royal Towers, a domestic nonprofit corporation that owns and operates a senior-living facility in Birmingham known as Mount Royal Towers, are subject to an arbitration agreement and compelling Robertson to arbitrate those claims. We affirm.

I.

In November 2008, Robertson was admitted as a resident to the skilled-nursing unit at Mount Royal Towers. During the admission process, Robertson executed a number of documents, including two optional arbitration agreements—one to govern medical-malpractice disputes and one to govern all other disputes. The arbitration agreement governing medical-malpractice disputes provided, in relevant part:

“It is understood that any dispute as to medical malpractice, that is as to whether any medical services rendered under this contract were unnecessary or unauthorized or were improperly, negligently or incompetently rendered, will be determined by submission to arbitration as provided by Alabama law and not by a lawsuit or court process except as Alabama law provides for judicial review of arbitration proceedings.”

(Emphasis added.) The arbitration agreement governing all other disputes provided, in relevant part:

“The resident and the facility further agree that any dispute arising between them from torts, contracts, or otherwise, including any claims for punitive damages and any actions brought on behalf of the resident by third-parties, but excepting claims pertaining to the amount of the facility's charges, shall be submitted upon the request of either the resident or the facility to arbitration as provided by Alabama law.”

(Emphasis added.) Notably, both arbitration agreements provided that disputes would be submitted “to arbitration as provided by Alabama law.”

On July 26, 2010, Robertson was transported by ambulance to St. Vincent's Hospital in Birmingham, where he was subsequently admitted to be treated for an infection. On approximately August 11, 2010, St. Vincent's notified Mount Royal Towers that Robertson was being released; however, Mount Royal Towers informed the hospital that it no longer had a bed available for Robertson and that it could not accept him back as a resident of the facility. Space was thereafter found in a different facility in the Birmingham area, and Robertson moved to that facility upon his release from St. Vincent's.

On March 2, 2012, Robertson sued Mount Royal Towers, asserting various claims based on the failure of Mount Royal Towers to accept him back as a resident upon his discharge from St. Vincent's in August 2010. On April 9, 2012, Mount Royal Towers moved the trial court to stay the action and to compel Robertson to submit his dispute to arbitration pursuant to the terms of the arbitration agreements he had signed. On May 15, 2012, Robertson filed a response to that motion, arguing that the trial court should not compel arbitration because: 1) the arbitration agreements ¹ specifically state that disputes between the parties would be submitted to arbitration “as provided by Alabama law” and, Robertson argues, predispute arbitration agreements are not enforceable under Alabama—as opposed to federal—law; and 2) the arbitration agreements are too vague inasmuch as they do not provide details regarding the selection of an arbitrator and the applicable rules of arbitration. Mount Royal Towers thereafter filed a reply responding to Robertson's arguments, and a hearing on the issue of arbitrability was held on May 17, 2012. On October 26, 2012, the trial court entered an order granting Mount Royal Towers' motion to stay the action and compelling Robertson to submit his claims to arbitration. Robertson's subsequent motion to alter, amend, or vacate that order was denied by the trial court, and on December 7, 2012, Robertson filed his notice of appeal to this Court.

II.

The standard by which we review an order granting a motion to compel arbitration is well settled:

“We conduct a de novo review of a trial court's order compelling arbitration. Smith v. Mark Dodge, Inc., 934 So.2d 375, 378 (Ala.2006).

“ ‘The party seeking to compel arbitration must first prove both that a contract calling for arbitration exists and that the contract evidences a transaction involving interstate commerce.... Once this showing has been made, the burden then shifts to the nonmovant to show that the contract is either invalid or inapplicable to the circumstances presented.’

“Smith, 934 So.2d at 378.”

Ritter v. Grady Auto. Group, Inc., 973 So.2d 1058, 1060–61 (Ala.2007). There is no dispute in this case that “a contract calling for arbitration exists and that the contract evidences a transaction involving interstate commerce.” Id. The only issue before us is, accordingly, whether Robertson has met his burden of showing that the arbitration agreements he executed are “inapplicable to the circumstances presented.” Id.

III.

Robertson first argues that the language in the arbitration agreements providing that any disputes between him and Mount Royal Towers be submitted to arbitration “as provided by Alabama law” is tantamount to a choice-of-law provision declaringthat Alabama law, not federal law, governs the interpretation and application of the arbitration agreements. And, Robertson continues, because § 8–1–41(3), Ala.Code 1975, provides that “[a]n agreement to submit a controversy to arbitration” cannot be specifically enforced, it was error for the trial court to compel arbitration of his claims. We disagree.

We first note that this Court has previously held that similar choice-of-law clauses applying to a contract as a whole—as opposed to an arbitration provision containing its own choice-of-law clause—do not have the effect Robertson urges. For example, in Jim Walter Homes, Inc. v. Saxton, 880 So.2d 428, 433 (Ala.2003), we stated:

“Saxton's ... final argument is that the arbitration agreement is negated by the choice-of-law provision in the contract, which states the contract is to be governed by the laws of the State of Alabama. Saxton argues that because under § 8–1–41(3), Ala.Code 1975, agreements to submit future controversies to arbitration cannot be specifically enforced, the arbitration agreement cannot be enforced. However, in Allied–Bruce Terminix [ Cos. v. Dobson, 513 U.S. 265, 270 (1995) ], the Supreme Court of the United States held that the Federal Arbitration Act preempts § 8–1–41(3) of the Alabama Code in a contract, like this one, that involves interstate commerce.”

See also Homes of Legend, Inc. v. McCollough, 776 So.2d 741, 747 n. 9 (Ala.2000) (“Moreover, even if the choice-of-law clause were interpreted as including Alabama substantive law, namely, Ala.Code 1975, § 8–1–41(3), and, thereby, to conflict with the arbitration provision, that statute would be preempted because it conflicts with the [Federal Arbitration Act].”). Robertson, however, argues that a separate arbitration agreement specifically incorporating Alabama law is “completely different from an ordinary choice-of-law clause that appears in the main body of a contract....” Robertson's brief, p. 13. Although we do not agree that the difference is so vast or so meaningful, we grant it further consideration because we have not specifically addressed this issue before.

The basic premise of Robertson's argument—that parties that have entered into an arbitration agreement may elect within that agreement to proceed in arbitration subject to the law of a designated state as opposed to federal law as set forth in the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq.—is generally correct. The United States Court of Appeals for the Fifth Circuit explained this principle in Ford v. NYLCare Health Plans of Gulf Coast, Inc., 141 F.3d 243, 247–49 (5th Cir.1998):

“We will consider as a threshold matter, therefore, whether parties may designate state law to govern the scope of an arbitration clause in an agreement otherwise covered by the FAA. Clearly, they can. The federal policy underlying the FAA ‘is simply to ensure the enforceability, according to their terms, of private agreements to arbitrate.’ Volt Information Sciences Inc. v. Board of Trustees of Leland Stanford Junior Univ., 489 U.S. 468, 476, 109 S.Ct. 1248, 1254, 103 L.Ed.2d 488 (1989) (emphasis added). Indeed, the FAA was specifically designed to place arbitration agreements ‘ “upon the same footing as other contracts.” ’ Scherk v. Alberto–Culver Co., 417 U.S. 506, 510–11, 94 S.Ct. 2449, 2453, 41 L.Ed.2d 270 (1974) (quoting H.R.Rep. No. 96, 68th Cong., 1st Sess., 1, 2 (1924)). And, ‘as with any other contract, the parties' intentions control’ the ultimate interpretation of an arbitration clause. Mitsubishi [ Motors Corp. v. Soler Chrysler–Plymouth, Inc.], 473 U.S. [614,] 626, 105 S.Ct. [3346,] 3354 [ (1985) ]. For ‘[a]rbitration under the [FAA] is a matter of consent, not coercion, and parties are generally free to structure their arbitration agreements as they see fit.’ Volt, 489 U.S. at 479, 109 S.Ct. at 1256;see also Drake Bakeries, Inc. v. Local 50, Am. Bakery & Confectionery Workers Int'l, AFL–CIO, 370 U.S. 254, 256, 82 S.Ct. 1346, 1348, 8 L.Ed.2d 474 (1962) (‘the issue of arbitrability is a question for the courts and is to be determined by the contract entered into by the parties'); Baravati v. Josephthal, Lyon & Ross, Inc., 28 F.3d 704, 709 (7th Cir.1994) (Posner, C.J.) (‘short of authorizing trial by battle or ordeal or, more doubtfully, by a panel of three monkeys, ... parties are as free to specify idiosyncratic terms of arbitration as ...