Greenhills Healthcare and Rehab Facility, an operating company under SSC Nashville International Corporation LLC, has filed a request to enforce adjudication and postpone the lawsuit. SSC has submitted a Reply, and Jacqueline Wright (“Plaintiff”) has submitted a Response. That motion is granted, and the matter is kept on hold for the grounds listed below. The court will administratively close the case, but it may be reopened for a good reason at either party’s request. The plaintiff’s motion to determine status is DENIED as moot.
A durable power of attorney and a healthcare power of attorney was signed by Rachel Cook Wright on January 19, 2006, on behalf of Plaintiff, her daughter. Rachel Cook Wright was admitted to the SSC-run Greenhills Health and Rehabilitation Center on December 1, 2014. (“GHRC”). Plaintiff executed several sections of a Resident Admittance Agreement before her mother’s admission to the facility (“RAA”). A section of the RAA titled “Integration” states that “This Agreement… overrides all earlier agreements… between the parties” and that “the Agreement may be changed only by a written agreement signed on behalf of the Facility and the Resident.”
Plaintiff signed a “Dispute Resolution Program” agreement that same day (“DRP”). A “conflict” with SSC is described in the DRP as “a cause of action either Party may pursue in a court of law for any claim totaling $50,000.” The Wrights must “waive their right to a judge or jury trial” to resolve any “dispute” with SSC, according to the DRP.
There are three signature lines provided by the DRP for the resident or her representative: “[i]f the citizen is fully able to agree to this Contract under State Legislation,” “[i]f the qualified citizen is incapable of physiologically perform the Contract and approves a spokesperson to sign the contract on the owner’s behalf,” and “[i]f the resident is adjudged incompetent.”
However, the document does not include a signature line for the representative of a resident who is incompetent but has yet to receive an official determination of that fact. The parties agree that Rachel Cook Wright was not mentally competent at the time Plaintiff signed the line relating to a “competent resident [who] is unable to execute the Agreement physically and authorizes a representative to sign.” One “Facility Agent” and two “Facility Witness[es]” are also required to sign the DRP. However, Katherine Hunter’s signature on the line for “Facility Witness #1″ is the only one on the document that represents SSC.
The RAA seems to have been signed by Katherine Hunter on behalf of SSC. She is described as a “Facility Representative” there. On December 15, 2014, Rachel Cook Wright passed away. The plaintiff claims that the GHRC staff allowed her mother to become dehydrated and acquire illnesses, which led to her death.
On March 30, 2016, Plaintiff brought a wrongful death lawsuit against SSC and five other defendants. Due to the defendants’ diverse nationalities, the matter was jointly removed from this court. Plaintiff agreed to the discharge of all defendants other than SSC without prejudice. A motion to compel arbitration and stay the case was submitted by SSC.
Standard of Review
The Federal Arbitration Act states that where a party demonstrates the presence of a legitimate arbitration clause, the trial court shall approve the party’s application to impose arbitration and to delay or dismiss actions pending the conclusion of adjudication. Lehman Brothers, Inc. v. Glazer, 394 F.3d 444, 451. According to Hornell Brewery v. O.J. Variation., Incorporated, 340 F, 3d 345, 355, any lingering questions about the arbitrability of the dispute must be answered in favor of arbitration. Lehman Brothers, Inc. v. Fazio, 340 F.3d 386, 392.
A conciliation may be void for the identical causes that any contract could be governed by state legislation, “provided the contract law utilised is broad and not tailored to arbitration clauses. When a party contests the legality of an arbitration provision included in a larger contract, she must point to flaws that would invalidate the arbitration provision alone, not the contract as a whole. Check into Cash of Kentucky, LLC v. Burden, 267 F.3d 483, 488 (6th Cor. 2002). In other words, “the arbitrator examines the question of the agreement’s legality in the initial case, only if the objection is to the implied contract itself.” Cardegna v. Buckeye Check Cashing, Inc., 546 U.S. 440, 445–46 (2006).
First of all, the Court determines that the DRP’s clear language covers the Plaintiff’s claims. Despite this, the plaintiff contends that the DRP is unenforceable for three reasons:
- The signature line she used to sign the DRP did not accurately reflect her legal relationship with her mother.
- Only one facility representative signed the document on a line that was meant for a witness.
- The integration clause of the RAA supersedes the DRP.
All of these concerns should be taken into account by the Court before allowing a move to compel arbitration because they challenge the DRP itself and rely on general contract law principles.
The arguments made by the plaintiff about the parties’ signatures are based on a highly formalistic, technical vision of contract formation that is not supported by Tennessee law. A written agreement that is ordinarily valid in Tennessee may incorporate an arbitration clause without the need for a signature. WRH Enters., LLC v. T.R. Mills Contractors, Inc., 93 S.W.3d 861, 870. Instead, “mutual assent to be bound” is “the key.” Neal Smith Construction Company v. Robert J. Denley Co., No. W2006-00629-COA-R3CV, 2007 WL 1153121, at *3.
“Courts must adopt an objective test based on the manifestations of the parties in finding mutuality of assent.” H.G. Hill Realty Co. v. Staubach Retail Servs.-Se., LLC, 160 S.W.3d 521, 524 (Tenn. 2005). According to Tennessee law, a court may evaluate whether mutual assent has been established by taking into account the parties’ levels of intelligence. See learn more, go to Wofford v. M.J. Edwards & Sons Funeral Home Inc., 490 S.W.3d 800, 812 (Tenn. Ct. App. 2015), where the appeal was rejected (May 6, 2016).
As a result, in circumstances where a more sophisticated commercial company would have consented, an individual consumer may be said to have declined. However, even taking Plaintiff’s status as a simple consumer into account, the signatures on the DRP are sufficient to indicate mutual assent. The agreement is valid only because the signatories unintentionally signed the erroneous lines. Additionally, the plaintiff provides no support for the claim that the DRP is invalid because it lacks two additional signing witnesses.
Arguments made by the plaintiff based on signatures or a lack thereof fall flat. According to all appearances, the parties signed the agreements simultaneously. The RAA does declare that it shall supersede all earlier agreements, but it also permits written amendments. The DRP being an addition to the RAA and continuing to be enforceable is a much more logical interpretation of the party’s intentions.
“The Court believes that, at least until arbitration is over, there is not much more it can do in this instance. As a result, the case will be administratively closed by the Court. Any party may reopen the arbitration if they so choose by filing a motion outlining the current state of the arbitration process.
Ending up, Nashville SSC‘s request to compel arbitration and stay the lawsuit is granted for the explanations as mentioned above. Plaintiff is ORDERED to participate in arbitration, and this matter is REMANDED for further proceedings. The defendant’s application to determine status is DENIED because it is frivolous. The matter is administratively closed, but either side may request that it be reopened for a good reason.