GGNSC Batesville, LLC v. Johnson, 109 So. 3d 562

Cooper was admitted to Golden Living Batesville on August 4, 2008; his sister Catherine Johnson signed the admission and an arbitration agreement as his authorized representative.
The arbitration agreement stated it was between Golden Living and Cooper and that Johnson signed only as Cooper’s representative; it was not a condition of admission and became part of the Admission Agreement.
Cooper resided at Golden Living until September 11, 2008 and died February 16, 2009.
Johnson was appointed administratrix of Cooper’s estate on September 8, 2009.
Johnson, individually and as administratrix, filed a wrongful death and negligence action in 2010; Golden Living moved to dismiss or stay pending arbitration.
The trial court denied arbitration; it found no evidence of capacity issues and concluded no valid contract existed due to Johnson’s lack of authority; third-party beneficiary implications were not decided.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Johnson had authority to bind Cooper to the arbitration.	Cooper’s sister signed on his behalf, claiming apparent authority.	Johnson had no actual or apparent authority to bind Cooper.	No valid contract; Johnson lacked apparent authority to bind Cooper.
Whether a valid arbitration contract exists between Cooper and Golden Living.	Arbitration clause was part of the admissions process and binding.	No contract exists due to lack of authority to sign for Cooper.	No valid contract exists; arbitration provision unenforceable.
Whether Cooper was the intended third-party beneficiary of the admission/arbitration agreements.	If a contract existed, Cooper could be a third-party beneficiary.	Without a valid contract, third-party-beneficiary analysis is moot.	Third-party-beneficiary analysis not reached; no valid contract exists.

Adams Cmty. Care Ctr., LLC v. Reed, 37 So.3d 1155 (Miss. 2010) (two-prong FAA inquiry; validity and scope)
Grenada Living Ctr., LLC v. Coleman, 961 So.2d 33 (Miss. 2007) (two-prong FAA informed arbitration inquiry)
Reed, 37 So.3d 1155 (Miss. 2010) (contract elements and capacity analysis)
Coleman, 961 So.2d 33 (Miss. 2007) (arbitration contract formation and third-party argument)