269 So. 3d 1242
Miss. Ct. App.2018Background
- Carol and Greg Massey signed a separate, written arbitration agreement with Oasis Health & Rehab at or near the time of Mrs. Massey’s March 2014 admission; the arbitration cover page stated the agreement was "voluntary and not a condition for admission" and contained a 30‑day right to cancel.
- Both spouses initialed and signed the arbitration agreement; they did not exercise the 30‑day cancellation right.
- Mrs. Massey died on August 31, 2014; Greg Massey (personal representative) filed a wrongful‑death suit alleging negligent care and multiple falls.
- Oasis and its director of nursing moved to compel arbitration; the circuit court granted the motion and denied Massey’s Rule 59 motion to alter or amend.
- On appeal, Massey argued (1) the arbitration agreement was unconscionable (procedurally and substantively, including a fee‑sharing clause) and (2) the separate admission agreement either (a) contained unconscionable terms that infected the arbitration agreement or (b) its merger clause superseded the arbitration agreement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Appellate jurisdiction (timeliness of appeal) | Massey filed notice of appeal after denial of Rule 59 motion; appeal timely from denial. | Oasis did not object to Rule 59 untimeliness below; court may reach merits per Wilburn. | Court exercised jurisdiction under Wilburn despite untimely Rule 59 because appellee did not preserve timeliness objection; appeal heard on merits. |
| Procedural unconscionability of arbitration agreement | Massey: adhesion, lack of voluntariness at admission made arbitration procedurally unconscionable. | Oasis: agreement was voluntary, conspicuous, not a condition of admission, and included a 30‑day cancellation. | Not procedurally unconscionable: agreement was voluntary, not a condition of admission, pages initialed, and no evidentiary showing of coercion or lack of knowledge. |
| Substantive unconscionability — fee‑sharing clause | Massey: equal sharing of arbitration costs renders agreement unconscionable and precludes access to arbitration. | Oasis: arbitration governed by JAMS consumer rules and Oasis conceded consumer filing fee limited to $250; Massey presented no evidence of prohibitive costs. | Fee‑sharing clause does not render agreement unconscionable; plaintiff failed to prove costs would bar access (only $250 filing fee under JAMS). |
| Effect of separate admission agreement (integration/merger and unconscionable clauses) | Massey: the admission agreement’s unconscionable/illegal provisions or its "entire agreement" clause invalidate or supersede arbitration. | Oasis: arbitration agreement is a separate, voluntary contract that expressly references the admission agreement; merger clause does not automatically void separate agreements. | Held that arbitration and admission agreements are independent; severability under federal arbitration law prevents invalidating arbitration based on provisions in a separate contract; merger clause did not nullify arbitration agreement. |
Key Cases Cited
- Calvert v. Griggs, 992 So.2d 627 (Miss. 2008) (timely notice of appeal is jurisdictional)
- Wilburn v. Wilburn, 991 So.2d 1185 (Miss. 2008) (failure to object to untimely Rule 59 motion below bars raising timeliness on appeal; court may reach merits)
- Perry v. Thomas, 482 U.S. 483 (1987) (FAA creates federal policy favoring arbitration; generally applicable defenses may apply)
- Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (1983) (federal policy favoring arbitration)
- Buckeye Check Cashing Inc. v. Cardegna, 546 U.S. 440 (2006) (severability: arbitration clause treated separately from contract validity challenges)
- Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395 (1967) (arbitration‑severability principle)
- Smith v. Express Check Advance of Miss. LLC, 153 So.3d 601 (Miss. 2014) (party opposing arbitration bears burden to show unconscionability; costs must be proved)
- Marmet Health Care Ctr., Inc. v. Brown, 565 U.S. 530 (2012) (FAA covers pre‑dispute arbitration agreements in nursing‑home contexts)