524 S.W.3d 407
Ark. Ct. App.2017Background
- Evelyn King was admitted to Broadway Health & Rehab in 2013; her daughter Catherine Roberts signed admission paperwork that included an arbitration form listing Evelyn as the resident and Roberts as signer.
- On the arbitration form, neither "Resident" nor "Resident Representative" was circled; Roberts checked "Other" and wrote "Daughter." No power of attorney or guardianship was attached.
- In 2015 Roberts (as guardian of Evelyn’s person and estate) sued Broadway for medical malpractice, negligence, and violations of the Arkansas Long‑Term Care Residents’ Rights Act.
- Broadway moved to compel arbitration under the Federal Arbitration Act, arguing Roberts had authority to bind Evelyn or, alternatively, that Evelyn was a third‑party beneficiary of an agreement Roberts signed in her individual capacity.
- The circuit court denied the motion to compel arbitration, finding no valid arbitration agreement (Roberts lacked authority; no agency or third‑party‑beneficiary relationship) and denied Broadway further discovery on authority.
- Broadway appealed; the appellate court reviewed de novo and affirmed, holding no valid arbitration agreement existed and the discovery denial was not an abuse of discretion.
Issues
| Issue | Plaintiff's Argument (Roberts) | Defendant's Argument (Broadway) | Held |
|---|---|---|---|
| Validity of arbitration agreement | No valid agreement because Roberts lacked authority to bind Evelyn; Broadway didn’t own facility at signing | Roberts signed arbitration form as resident representative/agent, so FAA applies and arbitration is enforceable | No valid arbitration agreement; Roberts lacked authority to bind Evelyn |
| Agency (authority to sign) | Roberts signed only as "Daughter," no POA or guardian appointment; familial status insufficient | Roberts acted as agent for Evelyn when signing admission/arbitration forms | No evidence of actual or apparent agency; agency not established as a matter of law |
| Third‑party‑beneficiary doctrine | Not applicable because no valid bilateral agreement between Broadway and Roberts | Even if Roberts signed individually, Evelyn was intended third‑party beneficiary and may be bound | Doctrine inapplicable because no valid underlying agreement between Broadway and Roberts |
| Denial of additional discovery | Discovery unnecessary; agency can’t be established solely by agent’s statements | Requested discovery (e.g., interview with Roberts) could show she believed she had authority | Trial court did not abuse discretion denying further discovery; additional discovery would not change outcome |
Key Cases Cited
- Courtyard Gardens Health & Rehab., LLC v. Quarles, 428 S.W.3d 437 (Ark. 2013) (familial relationship alone does not establish agency; agent’s statements cannot alone establish agency)
- GGNSC Holdings, LLC v. Lamb, 487 S.W.3d 348 (Ark. 2016) (arbitration is a matter of contract; contract elements must be met)
- Evans v. White, 682 S.W.2d 733 (Ark. 1985) (agency requires principal’s manifestation that agent act on principal’s behalf)
- Progressive Eldercare Servs.-Chicot, Inc. v. Long, 449 S.W.3d 324 (Ark. App. 2014) (third‑party‑beneficiary doctrine requires valid underlying agreement and clear intent to benefit third party)
- Bank of the Ozarks, Inc. v. Walker, 434 S.W.3d 357 (Ark. 2014) (appellate review of arbitration‑compel denials is de novo; state contract law governs validity of arbitration agreements)