Lepisto v. Senior Lifestyle Newport Ltd. Partnership
78 So. 3d 89
| Fla. Dist. Ct. App. | 2012Background
- Jack Lepisto, a resident of Newport Place, had Nancy as his durable power of attorney.
- Nancy signed the Assisted Living Community Contract on Jack’s behalf, designating her as Financially Responsible Party and possibly Resident’s Representative.
- An Addendum to the Contract provided for arbitration of disputes exceeding $15,000 under AAA Commercial Arbitration Rules.
- Jack was injured after moving in; the Lepistos sued Newport Place, which moved to compel arbitration under the Addendum and the trial court granted.
- The Lepistos argued Nancy signed only as Financially Responsible Party, not as Jack’s Representative, so arbitration should not bind Jack or all claims.
- The appellate court granted rehearing, reversed on the first issue, and remanded; other issues were not reached.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was Nancy bound as Jack’s representative to arbitrate? | Nancy signed as Financially Responsible Party only, not as Resident’s Representative. | Contract layout shows Nancy acted in dual capacity; signing above title indicates representation. | Reversed on this issue; Nancy did not sign as Representative. |
| Is the arbitration agreement enforceable against Jack if Nancy did not sign as his representative? | Nancy’s representative status should bind Jack as she signed the Addendum. | No, because Nancy did not sign in the capacity of Jack’s Representative; arbitration as to Jack fails. | Not reached |
| Who decides arbitrability when signatory capacity is contested? | Arbitrability should be decided by arbitrator if agreement clearly applies. | Court decides arbitrability when contract formation is in dispute; expert precedents apply. | Not reached |
| Does the Consolidated Resources reasoning apply to bind the non-signing party? | Non-signing party can be bound by assent through conduct and performance. | No evidence Jack assented; payments were made by Nancy as Financially Responsible Party. | Not reached |
Key Cases Cited
- Fletcher v. Huntington Place Limited Partnership, 952 So.2d 1225 (Fla. 5th DCA 2007) (signing capacity determines arbitration binding)
- Central National Bank of Miami v. Muskat Corp. of America, Inc., 430 So.2d 957 (Fla. 3d DCA 1983) (individual liability cannot be defeated by labeling capacity)
- Stalley v. Transitional Hosp. Corp. of Tampa, 44 So.3d 627 (Fla. 2d DCA 2010) (agency-based binding of non-signatories to arbitration)
- Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440 (U.S. 2006) (court, not arbitrator, decides contract existence; validity)
- First Options of Chicago Inc. v. Kaplan, 514 U.S. 938 (U.S. 1995) (arbitrability generally for court unless clear agreement otherwise)
- Terminix International Company v. Palmer Ranch Limited Partnership, 432 F.3d 1327 (11th Cir. 2005) (incorporation of AAA rules can assign arbitrability to arbitrator)
- Consolidated Resources Healthcare Fund I, Ltd. v. Fenelus, 853 So.2d 500 (Fla. 4th DCA 2003) (assent via conduct can bind non-signatory in some contexts)