Jane Doe I, as Legal Guardian of the Person and Estate of Jane Doe II, an Incapacitated Adult v. Carmel Operator, LLC d/b/a Carmel Senior Living, 160 N.E.3d 518

Jane Doe I (Guardian) signed a residency contract containing an arbitration clause for her incapacitated ward, Jane Doe II, before Jane moved into Carmel Senior Living (CSL).
Guardian sued CSL, its management company Spectrum, and employee Michael Sullivan alleging sexual abuse; she later amended to add Certiphi Screening for negligent background checks.
CSL moved to compel arbitration under the residency Agreement; Certiphi (a nonsignatory) also moved to compel arbitration, asserting it was an agent of CSL or alternatively could invoke equitable estoppel.
The trial court granted motions to compel arbitration as to CSL and Certiphi; the Court of Appeals affirmed; the Indiana Supreme Court granted transfer to decide Certiphi’s ability to compel arbitration.
The Supreme Court held Certiphi was not an agent/third-party beneficiary and could not meet Indiana’s three-element equitable estoppel test (lack of knowledge, reliance, prejudicial effect); it declined to adopt federal alternative ‘‘arbitration-by-estoppel’’ theories and reversed as to Certiphi while affirming arbitration as to CSL, Spectrum, and Sullivan.

Issue	Plaintiff's Argument (Guardian)	Defendant's Argument (Certiphi)	Held
Can a nonsignatory (Certiphi) compel arbitration of Guardian's claims?	Guardian: No—Certiphi is not a party and did not agree to arbitrate.	Certiphi: Yes—either as CSL’s agent (third-party beneficiary) or via equitable estoppel.	No—Certiphi cannot compel arbitration.
Is Certiphi an "agent" or intended third-party beneficiary under the Agreement?	Guardian: No—no agency relationship or control by CSL.	Certiphi: Yes—was hired to screen CSL employees and thus falls within listed "agents."	No—record lacks evidence of the three agency elements (consent, acceptance, control).
Does equitable estoppel allow a nonsignatory to enforce arbitration here?	Guardian: No—Certiphi cannot show lack of knowledge, reliance, or prejudicial change in position.	Certiphi: Yes—alternative estoppel doctrines permit nonsignatory enforcement when claims are intertwined.	No—Indiana requires traditional three elements (lack of knowledge, reliance, prejudice); Certiphi failed to show them.
Should Indiana adopt federal "arbitration-by-estoppel" theories (MS Dealer line)?	Guardian: No—those doctrines conflict with Indiana contract law and consent principles.	Certiphi: Yes—federal common-law estoppel allows efficiency and prevents undermining arbitration.	No—Court declines to adopt alternative federal theories and disapproves Reed to the extent it departs from Indiana’s traditional equitable estoppel.

Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (2009) (state contract principles govern who is bound by an arbitration agreement)
Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440 (2006) (arbitrability is governed by arbitration agreement terms when valid)
MS Dealer Serv. Corp. v. Franklin, 177 F.3d 942 (11th Cir. 1999) (articulated federal "arbitration-by-estoppel" doctrines)
German Am. Fin. Advisors & Trust Co. v. Reed, 969 N.E.2d 621 (Ind. Ct. App. 2012) (Court of Appeals adopted alternative estoppel theories)
Money Store Inv. Corp. v. Summers, 849 N.E.2d 544 (Ind. 2006) (sets traditional Indiana equitable estoppel elements)
OEC-Diasonics, Inc. v. Major, 674 N.E.2d 1312 (Ind. 1996) (nonsignatories may enforce arbitration only when contract shows clear intent)