Miller v. Cardinal Care Mgt., Inc.
2019 Ohio 2826
Ohio Ct. App.2019Background
- Lori Miller was admitted to Saybrook Landing nursing home on Dec. 22, 2016 and died eight days later; her children sued for negligence, wrongful death, statutory violations, loss of consortium, and related claims.
- An arbitration agreement signed by Lori Miller (identified as “Resident”) and by a facility representative (facility named as “Saybrook Landing”) was attached to defendants’ answer; it required arbitration of disputes "arising out of, or related to the Nursing Facility Agreement," and allowed a 30‑day cancellation by the resident or personal representative.
- Plaintiffs dismissed Saybrook Landing from the suit; remaining defendants (the Saybrook defendants) are nonsignatory employees, agents, and related corporate entities.
- Saybrook defendants moved to stay and compel arbitration, arguing the arbitration clause covers negligence and wrongful death claims and that nonsignatories can enforce it as agents; they also contended Ohio law barring arbitration of beneficiaries’ wrongful death claims was preempted by the FAA.
- Trial court denied the motion (except it reserved on unconscionability), finding insufficient grounds to compel arbitration against plaintiffs who never signed and noting the agreement limited arbitration to disputes between the Resident and the Facility.
- On appeal, the court affirmed: it declined to consider new arguments not raised below (that nonsignatory defendants were agents able to enforce the clause), and held the agreement did not bind Miller’s heirs, beneficiaries, or the estate nor demonstrated that claims arose from the Nursing Facility Admission Agreement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether plaintiffs (Miller’s children and estate) can be compelled to arbitrate | The children and estate never signed the arbitration agreement and thus cannot be forced to arbitrate | Agreement binds disputes arising from the Nursing Facility Agreement, and nonsignatory employees/agents may enforce arbitration | Held: Plaintiffs are not bound; agreement does not show intent to bind heirs/successors and defendants waived new agency arguments by not raising them below |
| Whether nonsignatory defendants (employees/agents/corporate affiliates) may enforce the arbitration clause | N/A (plaintiffs argued only signatory may enforce) | Nonsignatory defendants contend they can enforce via agency/incorporation/estoppel theories | Held: Court refused to consider agency argument raised first on appeal; even if considered, defendants failed to show any applicable theory or proof |
| Whether plaintiffs’ claims fall within the clause’s scope ("arising out of or related to the Nursing Facility Agreement") | Plaintiffs argued claims do not arise from the Nursing Facility Agreement and agreement’s language is limiting | Defendants argued the clause broadly covers negligence, malpractice, and wrongful death claims | Held: Clause unambiguous — it applies only to disputes arising out of or related to the Nursing Facility Agreement; defendants failed to prove claims so arise or that Miller signed that Admission Agreement |
| Whether wrongful death claims of beneficiaries can be compelled to arbitration (FAA preemption argument) | Plaintiffs relied on Ohio Supreme Court rule that decedent cannot bind beneficiaries to arbitrate wrongful death claims | Defendants argued Peters rule is preempted by the FAA and wrongful death claims must be arbitrable | Held: Court did not reach FAA preemption point because arbitration could not be shown to bind beneficiaries; affirmed denial without addressing preemption |
Key Cases Cited
- First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) (arbitration is contractual; a party can be compelled to arbitrate only issues it agreed to submit)
- Peters v. Columbus Steel Castings Co., 873 N.E.2d 1258 (Ohio 2007) (Ohio rule that decedent cannot bind beneficiaries to arbitrate wrongful death claims)
- ABM Farms, Inc. v. Woods, 692 N.E.2d 574 (Ohio 1998) (state policy favors arbitration but not to override parties’ rights to court)
- Thomson-CSF, S.A. v. American Arbitration Assn., 64 F.3d 773 (2d Cir. 1995) (nonsignatory may be bound only under limited common-law doctrines such as agency, estoppel, incorporation)
- Taylor v. Ernst & Young, L.L.P., 958 N.E.2d 1203 (Ohio 2011) (presumption against arbitration where party did not sign agreement)