Scott v. Kindred Transitional Care & Rehab.
2016 Ohio 495
Ohio Ct. App.2016Background
- Doris Thrasher was admitted to Kindred Transitional Care for rehab after a fall; her daughter Joanne signed admission paperwork that included an arbitration agreement. The agreement stated execution was not a precondition to admission.
- Doris did not personally sign the arbitration agreement; Joanne signed and handwrote "P.O.A." next to her signature. Joanne testified she did not recall reviewing or understanding the document.
- Doris died while in the facility; the administrator of her estate (appellee) sued Kindred for negligence/wrongful death.
- Kindred moved to stay proceedings and compel arbitration based on the signed arbitration agreement; the trial court denied the motion.
- On appeal Kindred argued (1) Joanne had actual authority as power of attorney to bind Doris and (2) alternatively Joanne had apparent authority; the court addressed both and affirmed the denial of the motion to compel arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Doris was bound by the arbitration agreement signed by her daughter | Doris (estate) argued Doris did not sign and was not bound because no valid POA or authorization existed | Kindred argued Joanne had actual authority as POA or, alternatively, apparent authority to bind Doris | Court held Doris was not bound; no statutorily valid POA and no apparent authority |
| Whether a handwritten "P.O.A." and a certification clause create actual authority | Doris: such notation is insufficient absent a statutorily executed POA signed by the principal | Kindred: the certification language and "P.O.A." designation show actual authority | Court held actual authority requires a valid written POA under R.C. 1337.25; none existed, so no actual authority |
| Whether apparent authority can be inferred from admission paperwork and signature | Doris: no evidence Doris held out daughter as authorized to execute unrelated arbitration agreement | Kindred: daughter’s execution of admission documents and certification justified belief in authority | Court held apparent authority absent—principal’s acts must create appearance of authority; record lacks evidence Doris clothed daughter with such authority |
| Whether failure to raise apparent authority below is waived on appeal | Doris: Kindred did not raise apparent-authority theory in trial court; appellate raising is improper | Kindred: asserted apparent authority on appeal as alternative argument | Court held argument was waived because not raised in trial court; even if considered, it fails on the merits |
Key Cases Cited
- Williams v. Aetna Fin. Co., 83 Ohio St.3d 464 (1998) (arbitration is favored)
- Taylor Bldg. Corp. of Am. v. Benfield, 117 Ohio St.3d 352 (2008) (presumption for arbitration when claim falls within scope)
- AT&T Technologies, Inc. v. Communications Workers of Am., 475 U.S. 643 (1986) (arbitration depends on existence of agreement to arbitrate)
- Master Consol. Corp. v. BancOhio Natl. Bank, 61 Ohio St.3d 570 (1991) (express vs. apparent agency principles; principal liable when it clothed agent)
- Testa v. Roberts, 44 Ohio App.3d 161 (1988) (power of attorney defined; formal execution requirement)
- Miller v. Wick Bldg. Co., 154 Ohio St. 93 (1948) (apparent agency principles—third party may rely on agent’s apparent authority)
- Ohio State Bar Assn. v. Martin, 118 Ohio St.3d 119 (2008) (apparent authority arises from acts of principal, not agent)
- Irving Leasing Corp. v. M&H Tire Co., 16 Ohio App.3d 191 (1984) (burden of proving apparent authority is on party asserting agency)