Hattiesburg Health & Rehab Center, LLC v. Emma Brown, 176 So. 3d 17

Leo Brown was admitted to Hattiesburg Health & Rehab Center in Feb. 2012; his wife Emma signed the facility admission agreement in her individual capacity and indicated she was acting as “authorized agent and/or health care surrogate.” Leo did not sign.
The admission agreement contained a broad arbitration clause covering disputes arising from the facility’s services.
Leo was discharged in July 2012 and died Oct. 14, 2012. Emma was later appointed administratrix/executor and sued HHRC for wrongful death, negligence, and related torts.
HHRC moved to stay the circuit-court proceedings and compel arbitration under the admission agreement. Emma argued Leo was not bound because he never signed, she lacked authority to bind him as surrogate, and the clause was unconscionable.
The trial court denied HHRC’s motion, finding the agreement not binding on Leo and also unconscionable. HHRC appealed; the Supreme Court of Mississippi affirmed on the basis that Leo was not bound by the arbitration provision.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a valid, enforceable arbitration agreement existed to bind Leo	Brown: Leo did not sign; Emma lacked authority to bind him; no valid agreement applies to Leo	HHRC: Emma’s signature (as responsible party/health-care surrogate) binds Leo; Leo is a third-party beneficiary; agency principles apply	Court: No. Leo is not bound—he was not a third‑party beneficiary, Emma was not shown to be his health‑care surrogate, and agency/estoppel theories fail
Whether the arbitration provision is unconscionable	Brown: arbitration clause was procedurally/substantively unconscionable (trial court found unconscionable)	HHRC: clause enforceable and governs disputes arising from residency	Court: Did not reach merits of unconscionability because dispositive holding that Leo was not bound by the arbitration clause

Adams Cmty. Care Ctr., LLC v. Reed, 37 So. 3d 1155 (Miss. 2010) (resident not bound where signatory lacked authority; primary precedent rejecting third‑party beneficiary and surrogate arguments)
GGNSC Batesville, LLC v. Johnson, 109 So. 3d 562 (Miss. 2013) (refused to bind resident where no valid contract existed; reinforces requirement of valid contract and authority)
Covenant Health & Rehab. of Picayune, L.P. v. Brown, 949 So. 2d 732 (Miss. 2007) (discussed in context of surrogate/substantial‑compliance; distinguished by the court)
Scruggs v. Wyatt, 60 So. 3d 758 (Miss. 2011) (discussed doctrine of direct‑benefit estoppel; court distinguished facts and declined to apply here)
Mississippi Care Ctr. of Greenville v. Hinyub, 975 So. 2d 211 (Miss. 2011) (cited for procedural posture—courts need not reach unconscionability when arbitration agreement is invalid)