95 So. 3d 1015
Fla. Dist. Ct. App.2012Background
- Emeritus challenges order denying motion to compel arbitration.
- Ms. Wasdin, as attorney-in-fact for Ms. Bickel, signed admission documents including an arbitration agreement.
- Ms. Wasdin signed hastily to secure the last Medicaid room for her mother.
- Ms. Wasdin claims she had no meaningful choice and did not read the agreement.
- Arbitration provision allowed opt-out within 15 days and permitted legal counsel review; dispute over fee-sharing remains.
- Trial court held agreement not procedurally unconscionable but substantively unconscionable due to arbitrator’s fee division; court denied arbitration.
- Appellants argue the contract provisions and non-readership should render the agreement enforceable; court reverses.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the arbitration clause enforceable given signing under pressure? | Wasdin argues procedural unconscionability | Emeritus argues signed under no real choice but opt-out exists | Yes; not procedurally unconscionable |
| Does opt-out within 15 days render the agreement enforceable? | Wasdin failed to opt out within 15 days | Opt-out provision valid; timely option existed | Yes; opt-out provision controls |
| Is the arbitration clause substantively unconscionable due to fee sharing? | Bickel to pay half arbitrator’s fee is unconscionable | If not procedurally unconscionable, substantive issue not reached | Not reached on substantive unconscionability; procedural not unconscionable |
Key Cases Cited
- Shotts v. OP Winter Haven, Inc., 86 So.3d 456 (Fla.2011) (general contract principles govern validity of arbitration agreements)
- Tampa HCP, LLC v. Bachor, 72 So.3d 323 (Fla. 2d DCA 2011) (meaningful choice and bargaining opportunities determine procedural unconscionability)
- Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278 (Fla. 1st DCA 2003) (considerations for procedural unconscionability in healthcare contracts)
- Rocky Creek Ret. Props., Inc. v. Estate of Fox ex rel. Bank of Am., N.A., 19 So.3d 1105 (Fla. 2d DCA 2009) (reading obligations and knowledge of contract terms; reading not excusing performance)