GGNSC Administrative Services, LLC v. Schrader, 140 N.E.3d 397

Emma Schrader was admitted to GGNSC's Golden Living Center – Heathwood; admission paperwork included a voluntary arbitration agreement defining “Resident” to include heirs, executors, and personal representatives.
Jackalyn Schrader, the decedent’s daughter and power of attorney, signed the arbitration agreement on the decedent’s behalf but did not sign in an individual capacity.
The decedent died in the facility’s care; Jackalyn, as personal representative, sued under G. L. c. 229, § 2 for wrongful death alleging negligent care (pressure ulcers leading to death).
GGNSC filed in federal court to compel arbitration; the district court found the arbitration agreement valid and concluded the wrongful death claim was derivative, so beneficiaries were bound.
The First Circuit certified two questions to the Massachusetts Supreme Judicial Court: whether wrongful death claims under G. L. c. 229, § 2 are derivative or independent, and, if unresolved by that answer, whether the arbitration agreement binds the statutory beneficiaries.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Are wrongful death claims under G. L. c. 229, § 2 derivative of the decedent’s personal-action or independent for beneficiaries?	Schrader: The beneficiaries’ wrongful death claim is independent; the decedent could not bind them by signing an arbitration agreement.	GGNSC: The statute ties wrongful death recovery to harms the decedent could have sued on, making the beneficiaries’ claim derivative and therefore within the decedent’s power to arbitrate.	The Court held the statute creates a derivative cause of action; wrongful death claims are derivative of the decedent’s personal cause of action.
If derivative status does not resolve the dispute, is the arbitration agreement enforceable against the executor/beneficiaries?	Schrader: Agreement is unenforceable because beneficiaries did not consent and agreement may be procedurally/substantively unconscionable.	GGNSC: Agreement was voluntary, clearly labeled, included a revocation period, and is enforceable under state and federal arbitration law.	The Court held the specific arbitration agreement was enforceable; no fraud, duress, or unconscionability found, so the executor must arbitrate the wrongful death claim on behalf of beneficiaries.

Gaudette v. Webb, 362 Mass. 60 (1972) (recognized common-law development of wrongful death but required adherence to statutory scheme)
Johnson v. Kindred Healthcare, Inc., 466 Mass. 779 (2014) (discussed binding effect of patient-signed agreements and agency signatures)
Miller v. Cotter, 448 Mass. 671 (2007) (declined to adopt per se invalidation of nursing-home arbitration agreements; applied contract-defense analysis)
Moragne v. States Marine Lines, Inc., 398 U.S. 375 (1970) (Supreme Court recognizing evolution of wrongful death remedies)
Sisson v. Lhowe, 460 Mass. 705 (2011) (explained that personal injury, wrongful death, and loss of consortium can derive from the same facts)
Hallett v. Wrentham, 398 Mass. 550 (1986) (statutory structure requires executor to pursue claims for beneficiaries; wrongful death not independent)
Ellis v. Ford Motor Co., 628 F. Supp. 849 (D. Mass. 1986) (framed the derivative vs. independent distinction for wrongful death claims)
Beausoleil's Case, 321 Mass. 344 (1947) (held decedent cannot prevent statutory beneficiaries from exercising wrongful death rights)