93 So. 3d 1197
Fla. Dist. Ct. App.2012Background
- Harborwood contracted with Eleanor Hanyan for nursing care at Harbourwood Health & Rehab Center.
- Ms. Hanyan’s daughter, as attorney in fact, signed the contract on January 19, 2011 and initialed every page.
- Neither party opted out of arbitration when the contract was signed.
- In July 2011, Hanyan sued Harbourwood for negligent care; Harbourwood moved to compel arbitration.
- Ms. Hanyan later, on counsel’s advice, marked an X through the arbitration clause and advised opting out.
- The trial court denied arbitration, interpreting that opt-out could be done later; this ruling is appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the arbitration clause unambiguously allowed later opt-out | Harborwood: opt-out was possible later per clause. | Hanyan: opt-out could not be done later; no unilateral modification. | Arbitration clause unambiguously required opt-out at signing. |
| Whether trial court improperly relied on parol evidence to interpret the clause | Trial court abused by considering Ms. Hanyan’s belief about opt-out. | Parol evidence cannot change clear contract language. | Parol evidence excluded; plain language governs. |
Key Cases Cited
- State Bd. of Admin. v. Burns, 70 So.3d 678 (Fla. 1st DCA 2011) (construction of arbitration scope reviewed de novo; public policy favors arbitration)
- Citigroup, Inc. v. Boles, 914 So.2d 23 (Fla. 4th DCA 2005) (arbitration clauses governed by contract language and party intent)
- O’Keefe Architects, Inc. v. CED Constr. Partners, Ltd., 944 So.2d 181 (Fla. 2006) (arbitration clause interpretation relies on contract language and intent)