Opinion
B322557
10-25-2023
THOMAS L. CARTER et al., Plaintiffs and Respondents, v. FOOTHILL NURSING COMPANY PARTNERSHIP et al., Defendants and Appellants.
Lewis Brisbois Bisgaard &Smith, Lann G. McIntyre, Tracy D. Forbath and Kathleen M. Walker for Defendants and Appellants. Moran Law, Michael F. Moran, Lisa Trinh Flint, David E. Ramirez and Paul Stubb for Plaintiffs and Respondents.
NOT TO BE PUBLISHED
APPEAL from a judgment of the Superior Court of Los Angeles County No. 22STCV14533 Bruce Iwasaki, Judge. Affirmed in part and reversed in part.
Lewis Brisbois Bisgaard &Smith, Lann G. McIntyre, Tracy D. Forbath and Kathleen M. Walker for Defendants and Appellants.
Moran Law, Michael F. Moran, Lisa Trinh Flint, David E. Ramirez and Paul Stubb for Plaintiffs and Respondents.
ROTHSCHILD, P. J.
We resolve this case by a memorandum opinion pursuant to California Standards of Judicial Administration, standard 8.1.
Defendants and appellants Foothill Nursing Company Partnership, dba Glendora Canyon Transitional Care Unit (Glendora Canyon), and Foothill Rehab Center, LLC and 401 West Ada Avenue, LLC (collectively, defendants) appeal from an order denying their petition to compel arbitration of claims brought against them by plaintiffs and respondents Thomas Carter (Thomas), by and through his successor-in-interest and daughter, Tonia Kelly, as well as Thomas's sons, Daniel T. Carter (Daniel)and Thomas Lark (collectively, plaintiffs) alleging Thomas's death was due to defendants' reckless neglect while he was in their care and custody at Glendora Canyon. The court concluded an arbitration agreement Daniel signed alongside other Glendora Canyon paperwork did not bind Thomas, because Daniel was not acting as Thomas's actual or ostensible agent when he signed it.
Because Thomas Carter and Daniel Carter have the same surname, we refer to them by their first names. No disrespect is thereby intended.
The court further concluded that Daniel's lack of authority to execute the agreement on Thomas's behalf also rendered the agreement unenforceable as to claims Daniel brought in his individual capacity regarding Thomas's care at Glendora Canyon, notwithstanding provisions purporting to bind any family member of Thomas who, like Daniel, signed the agreement.
We conclude the court correctly denied the motion as to Thomas's claims, but erred in denying the motion as to Daniel's claims.
DISCUSSION
A. Thomas's Claims
" '" 'If the court's order [denying a petition to compel arbitration] is based on a decision of fact'"' "-such as the question of agency or authority-" '" 'we adopt a substantial evidence standard [of review].'"' [Citations.]" (Avila v. Southern California Specialty Care, Inc. (2018) 20 Cal.App.5th 835, 839; see Lopez v. Bartlett Care Center, LLC (2019) 39 Cal.App.5th 311, 318 [agency is a factual issue reviewed for substantial evidence].) When we are applying a substantial evidence standard of review to" '[a] trier of fact['s] . . . express[ ] or implicit[ ] conclu[sion] that the party with the burden of proof did not carry the burden'" as to a particular fact," 'the question for a reviewing court becomes whether the evidence compels a finding in favor of the appellant as a matter of law.'" (Dreyer's Grand Ice Cream, Inc. v. County of Kern (2013) 218 Cal.App.4th 828, 838.) Thus, in reviewing defendants' argument regarding Thomas's claims, we consider whether the record compels the conclusion that Daniel had the requisite agency to sign the arbitration agreement for Thomas, and that plaintiffs thereby met their burden of "proving the existence of a valid arbitration agreement" binding the party to be compelled to arbitration. (Avila, supra, at p. 844; see ibid. ["party seeking to compel arbitration bears" this burden]; see Flores v. Evergreen at San Diego, LLC (2007) 148 Cal.App.4th 581, 587 (Flores) [an individual "authorized to act as [principal's] agent" can, through his signature, "bind the [principal] to an arbitration agreement," italics omitted].)
The record does not compel such a conclusion. Although "an agency relationship may arise by oral consent or by implication from the conduct of the parties [citation] . . ., an agency cannot be created by the conduct of the agent alone; rather, conduct by the principal is essential to create the agency." (Flores, supra, 148 Cal.App.th at pp. 587-588, italics omitted.) " '" 'The principal must in some manner indicate that the agent is to act for him.'" '" (Id. at p. 588.)
The record contains no evidence of any conduct by Thomas (the would-be principal) that might indicate he and Daniel had an agency relationship. In arguing to the contrary, Daniel points to various documents Daniel executed on his father's behalf in connection with Thomas's stay and care at Glendora Canyon, as well as a handwritten notation on the arbitration agreement that "son stated that he's resident's POA [power of attorney]." (Capitalization omitted.) This is all evidence of Daniel's conduct, not Thomas's. "Occasionally, where '" 'the principal knows that the agent holds himself out as clothed with certain authority, and remains silent, such conduct on the part of the principal may give rise to liability. [Citation.]' [Citation.]" [Citation.]' [Citation.]" (Valentine v. Plum Healthcare Group, LLC (2019) 37 Cal.App.5th 1076, 1089.) But nothing in the record suggests Thomas knew either that Daniel had executed any of these documents or that Daniel had claimed to have power of attorney for his father. To the contrary, Daniel declared that he executed the admissions paperwork and arbitration agreement outside the presence of his father and did not discuss doing so with his father beforehand. Nor does anything in the record suggest Daniel told his father he had executed these documents. Thomas's failure to object when, without Thomas's knowledge, Daniel held himself out as and acted as Thomas's agent is insufficient to create an agency relationship between the two men. (See Young v. Horizon West, Inc. (2013) 220 Cal.App.4th 1122, 1132 [" '[a]n agency is ostensible when the principal intentionally, or by want of ordinary care, causes a third person to believe another to be his agent who is not really employed by him.' (Civ. Code, § 2300, italics added.)"].)
Because we conclude above that Daniel executing documents regarding his father's treatment cannot support an agency relationship between Thomas and Daniel-at least not without additional evidence, lacking in the current record, that Thomas knew Daniel executed these documents-we do not reach defendants' argument on appeal that the court erred in ruling a "physician orders for life-sustaining treatment" form Daniel executed was inadmissible. (Capitalization omitted.) Even if this evidentiary ruling were in error, any such error would be harmless.
Finally, defendants argue that, because Thomas was receiving medical care and did not himself fill out any admissions or other paperwork regarding that treatment, Thomas must have known Daniel had executed such paperwork on Thomas's behalf, and by failing to object, Thomas acquiesced to Daniel doing so. But the fact that Thomas received medical care for which he did not execute paperwork does not compel the conclusion that Thomas knew Daniel had executed such paperwork, or that Thomas intended to deputize Daniel to speak on his behalf regarding matters related to that care.
Thus, the record does not contain substantial evidence-let alone compel the conclusion-that Daniel had actual or ostensible authority to execute the arbitration agreement on his father's behalf. Accordingly, we conclude the court correctly denied the motion to compel arbitration as to Thomas's claims against defendants.
B. Daniel's Claims
The agreement includes a commitment to arbitrate both (1) "any dispute as to medical malpractice" involving services defendants rendered to Thomas, without limitation as to who the parties to the dispute are, and (2) "any dispute between [Thomas] and [defendants] . . . that relates to the provision of care . . . to [Thomas]." The agreement further provides that any family member "who execute[s] this agreement below on the signature line [is] doing so not only in [his or her] representative capacity for [Thomas], but also in [his or her] individual capacity." (Capitalization omitted.) The signature line reads "signature on behalf of the resident and as an individual." (Capitalization omitted.) Whether Daniel's individual claims against defendants must be compelled to arbitration depends on the interpretation of this language in the agreement, which presents a legal issue that we review de novo. (See Coopers &Lybrand v. Superior Court (1989) 212 Cal.App.3d 524, 529 ["[t]he interpretation of . . . a purported arbitration agreement is likewise a judicial function unless the interpretation turns upon the credibility of extrinsic evidence"].)
The agreement provides: "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 California law .... Both parties to this contract, by entering into it, are giving up their constitutional right to have any such dispute decided in a court of law before a jury, and instead are accepting the use of arbitration. [¶] . . . It is further understood that any dispute between [Thomas] and [defendants] . . . that relates to the provision of care . . . to [Thomas] . . . will be determined by submission to binding arbitration and not by lawsuit."
This language plainly and explicitly requires that any family member of Thomas who signs the agreement must arbitrate any nonrepresentative medical malpractice claims regarding Thomas's treatment at Glendora Canyon against any of the defendants. Because Daniel signed the agreement containing this language, he is presumed to have read and understood it. (See Marin Storage & Trucking, Inc. v. Benco Contracting &Engineering, Inc. (2001) 89 Cal.App.4th 1042, 1049 ["ordinarily one who signs an instrument which on its face is a contract is deemed to assent to all its terms"]; see Madden v. Kaiser Foundation Hospitals (1976) 17 Cal.3d 699, 710.) The plain terms of the agreement thus establish that Daniel signed the agreement in his individual capacity and thereby agreed to arbitrate "any dispute as to medical malpractice"-such as the one contained in the instant lawsuit-that he may assert against the defendants regarding his father.
Plaintiffs do not raise any concerns about unconscionability, nor do they dispute that the agreement includes the language and terms Code of Civil Procedure section 1295 requires for arbitration agreements between patients and healthcare providers like Glendora Canyon. (Code Civ. Proc., § 1295, subd. (a) & (b); see id., subd. (g)(1) [defining healthcare providers].) "Such a contract is not a contract of adhesion, nor unconscionable nor otherwise improper, where it complies with [those requirements]." (Id., subd. (e).)
That Daniel lacked authority to sign the agreement "on behalf of" Thomas has no bearing on whether Daniel can be bound by the agreement in his individual capacity. The agreement does not indicate that the two capacities in which Daniel purported to sign-representative for Thomas and individual-depend on one another. Put differently, nothing in the agreement suggests that Daniel must be capable of signing on his father's behalf in order to sign the agreement on his own behalf.
This distinguishes the instant matter from Goldman v. Sunbridge Healthcare, LLC (2013) 220 Cal.App.4th 1160, a primary authority the trial court relied on and that the plaintiffs cite on appeal. In Goldman, the court considered an arbitration agreement signed by the wife of a resident at the defendant's facility. (Id. at p. 1164.) The agreement provided that the" 'resident's legal representative agrees that he or she is executing this agreement as a party, both in his or her representative and individual capacity.'" (Id. at p. 1176, capitalization &italics omitted.) The signature line where the wife signed indicated:" 'signature of resident's legal representative in his/her individual and representative capacity.'" (Ibid., capitalization omitted.) The wife was not the legal representative of the resident, however. (Ibid.) The court reasoned that, "[b]ecause there was no such person as [the resident's] legal representative, there was also no legal representative to sign in his or her individual capacity," meaning the agreement bound neither the resident, nor the wife. (Ibid.) Here, by contrast, the agreement did not purport to bind a legal representative that did not exist in his or her individual capacity, but rather the family member who signed the agreement-namely, Daniel-in his individual capacity. Goldman is thus distinguishable.
Plaintiffs also rely on Daniels v. Sunrise Senior Living, Inc. (2013) 212 Cal.App.4th 674, in which the arbitration agreement purported to" 'bind[ ] all parties to [the] agreement and their spouse, heirs, representatives, executors, administrators, successors, and assigns, as applicable.'" (Id. at p. 678.) The court concluded that "[b]ecause [the plaintiff] signed the . . . agreement solely as [her mother's] agent and not in her personal capacity, there is no basis to infer that [she] agreed to arbitrate her wrongful death claim [regarding her mother]." (Id. at p. 681.) Here, Daniel did sign the agreement in his individual capacity, so Daniels v. Sunrise Senior Living, Inc. is distinguishable as well.
Daniel's capacity to sign the agreement on Thomas's behalf thus does not nullify his agreement to arbitrate certain nonrepresentative claims, such as those he asserts in the instant litigation. The court erred in concluding otherwise.
Under certain circumstances, when an individual receiving medical treatment executes an arbitration agreement regarding any future medical malpractice claims, heirs and assigns of the individual may be bound by that agreement as well. (See Ruiz v. Podolsky (2010) 50 Cal.4th 838, 854.) No such situation is present here, however, as Thomas did not, either himself or through an agent, agree to arbitrate any claims with defendants. We thus do not, as plaintiffs urge us to do, rely on Ruiz in concluding that Daniel's claims must be arbitrated.
DISPOSITION
We reverse the trial court's order to the extent it denies defendants' motion to compel to arbitration the claims Daniel brought in his individual capacity. In all other respects, we affirm. The parties are to bear their own costs on appeal.
We concur: CHANEY, J., WEINGART, J.