Trinity Mission of Clinton Health & Rehabilitation Center v. Barber
| Docket Number: | 2005-CA-02199-COA Linked Case(s): 2005-CA-02199-COA2005-CA-02199-COA2005-CT-02199-SCT2005-CT-02199-SCT |
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| Oral Argument: | 04-26-2007 | |
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| Court of Appeals: |
Opinion Link Opinion Date: 08-28-2007 Opinion Author: CARLTON, J. Holding: Reversed and Remanded |
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| Additional Case Information: |
Topic: Contract - Arbitration agreement - Section 41-41-201 - Agency relationship - Surrogate - Section 41-41-211 - Non-signatory - Unconscionability Judge(s) Concurring: LEE, P.J., CHANDLER, GRIFFIS, BARNES, ISHEE AND ROBERTS, JJ. Dissenting Author : IRVING, J. Dissent Joined By : KING, C.J. AND MYERS, P.J. Procedural History: Bench Trial Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 10-25-2005 Appealed from: Hinds County Circuit Court Judge: Tomie Green Disposition: MOTION TO DISMISS AND/OR TO COMPEL ARBITRATION DENIED |
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| Party Name: | Attorney Name: | |||
| Appellant: | TRINITY MISSION OF CLINTON, LLC D/B/A CLINTON HEALTH & REHABILITATION
CENTER, TRIP FRANCIS AND JAN HAMPTON |
JOHN L. MAXEY
HEATHER MARIE ABY |
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| Appellee: | MIKE BARBER INDIVIDUALLY AND FOR AND ON BEHALF OF THE WRONGFUL DEATH BENEFICIARIES OF LAURENTINE BARBER, DECEASED | J. CHRISTOPHER KLOTZ W. ERIC STRACENER JOSHUA AARON TURNER |
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| Topic: | Contract - Arbitration agreement - Section 41-41-201 - Agency relationship - Surrogate - Section 41-41-211 - Non-signatory - Unconscionability |
| Summary of the Facts: | Mike Barber filed a wrongful death suit against Trinity Mission Health and Rehabilitation Center of Clinton, LLC alleging that his mother, Laurentine Barber, suffered personal injuries during her residence at Trinity, from which she died. Trinity filed a motion to compel arbitration which was denied. Trinity appeals. |
| Summary of Opinion Analysis: | Arbitration agreements contained in nursing home admissions agreements affect interstate commerce and are thus governed by the Federal Arbitration Act. Trinity argues that the arbitration provision is valid and enforceable, because Barber had the authority to bind his mother under section 41-41-201, Barber had the authority to bind her mother based on principles of agency, and Ms. Barber received the benefits of the contract and should be bound to the provision for this reason, notwithstanding her status as a non-signatory. Trinity incorrectly argues that an agency relationship was created because Mr. Barber held himself out as having the authority to bind his mother. Mississippi law requires that the acts or conduct indicating the agent’s authority be performed by the principal, not the agent. There is no evidence in the record that Ms. Barber, by acts or conduct, represented to Trinity that Mr. Barber had the authority to bind her to the admissions agreement. Trinity filed no affidavits with the lower court and no testimony has been taken in this case by deposition or otherwise to establish an agency relationship. Trinity also argues that section 41-41-211 authorizes a surrogate to contractually bind the patient on whose behalf he acts. There is no evidence in the record to suggest that Ms. Barber was incapable of handling her own affairs at the time the admissions agreement was signed. Trinity introduced no medical records or testimony from Ms. Barber’s primary physician, nor from her admitting physician. While Mr. Barber would have been authorized to bind Ms. Barber and her estate to arbitration were she first properly determined to be incapacitated, proof as to Ms. Barber’s incapacity was insufficient to statutorily authorize Mr. Barber to make a health care decision for her as a surrogate pursuant to section 41-41-211. Trinity argues that Ms. Barber as well as her wrongful death beneficiaries are estopped from avoiding the arbitration clause because she has received the benefits of the contract which was executed directly for her benefit. Arbitration agreements can be enforced against non-signatories if such non-signatory is a third-party beneficiary. In order for the third person beneficiary to have a cause of action, the contracts between the original parties must have been entered into for his benefit, or at least such benefit must be the direct result of the performance within the contemplation of the parties as shown by its terms. Here, the plain language of the admissions agreement indicates the clear intent of the parties to make Ms. Barber a third-party beneficiary. Ms. Barber’s care is the sine qua non of the contract. She is named in the contract as the resident to be placed in Trinity’s facility for care. It is beyond dispute that the benefits of receiving Trinity’s health care services outlined in the admissions agreement flowed to Ms. Barber. Since Ms. Barber is a third-party beneficiary under the contract, she is bound by the arbitration provision contained in the admissions agreement, notwithstanding her status as a nonsignatory to the agreement. Because the arbitration provision could be enforced against Ms. Barber, it may be equally enforced against her wrongful death beneficiaries. Because all of Mr. Barber’s claims arise out of the acts or omissions of Trinity while providing care to Ms. Barber during her residence at the facility, the dispute between the parties is covered by the broad language of the arbitration provision. Mr. Barber argues that the arbitration agreement is procedurally unconscionable, because Ms. Barber lacked the knowledge and voluntariness to waive her right to a jury trial, the location of the provision in the document is inconspicuous, and the admissions agreement is filled with complex and legalistic language. Mr. Barber signed the agreement and will not be heard to complain that he had no knowledge of the arbitration provision. The record reveals no circumstances of exigency and none are asserted by Mr. Brown. Accordingly, there is no procedural unconscionability in the admissions agreement. Mr. Barber also argues that several provisions in the agreement should be held to be unconscionable. Sections E-5 and E-6 of the agreement which lay out a “grievance resolution process” which allows Trinity to bring suit in court in matters regarding payment for services, while requiring a dispute on any other grounds to be brought in accordance with the grievance resolution process, are unconscionable and should be stricken from the admissions agreement. Section E-7 which attempts to impose a limitation on the amount of damages that may be recovered in a dispute between the nursing home and the resident or responsible party is also unconscionable. Section E-8 which seeks to waive punitive damages in any dispute between the nursing home and the resident or responsible party is unconscionable and should be stricken. Section E-14 which requires a party requesting copies of any records to pay a charge of three dollars per page has been superceded by section 11-1-52 and should therefore be stricken from the admissions agreement. The arbitration provision in the agreement is not substantively unconscionable except for the last sentence which provides that “Consistent with the terms and conditions of this Agreement, the Parties agree that the Arbitrator(s) may not award punitive damages and actual damages awarded, if any, shall be awarded pursuant to Section E.7.” The trial court erred in finding the entire admissions agreement to be unenforceable and in denying Trinity’s motion to compel arbitration. |
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