204 A.D.3d 1053
N.Y. App. Div.2022Background
- Plaintiff (temporary administrator of Frank Anderson's estate) sued Mount Sinai St. Luke's and New Jewish Home for negligence, medical malpractice, and wrongful death; suit was commenced in Bronx County (venue based on plaintiff's residence).
- New Jewish Home moved in Westchester County Supreme Court to change venue to Westchester under a forum‑selection clause in an admission agreement allegedly signed by the decedent's wife, Ruby Anderson (a nonparty).
- The submitted admission agreement was not signed by the decedent or plaintiff, had blank preamble fields, lacked an affidavit authenticating signatures, and did not identify who signed for the defendant.
- Defendant submitted uncertified medical records it said showed the decedent lacked capacity (dementia) so his wife could act as his designated representative under 10 NYCRR 415.2(f); plaintiff objected to the records as hearsay and otherwise challenged enforceability.
- Supreme Court (Westchester) granted the venue change; on appeal the Second Department reversed, holding defendant failed to establish that the admission agreement was enforceable against the decedent or plaintiff and that the record did not show proper designation, admissible proof of incapacity, apparent authority, or third‑party beneficiary status.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence/authenticity of the forum‑selection clause | Admission agreement copy is unauthenticated and not signed by decedent or plaintiff; therefore cannot bind them | Submitted copy of agreement sufficed to support motion to change venue | Authentication challenge was not preserved on appeal, but court did not rest decision on admitted authenticity; other enforceability defects were dispositive |
| Enforceability via designated representative under 10 NYCRR 415.2(f) | Anderson was not properly designated: no court appointment, no manifestation by decedent, and defendant failed to prove incapacity with admissible evidence | Anderson signed; medical records show decedent had dementia and lacked capacity, so she could be designated representative | Defendant failed to prove Anderson was properly designated; medical records were uncertified/hearsay and insufficient to prove incapacity, so clause not enforceable against decedent |
| Apparent authority (agency) | No conduct by decedent created appearance Anderson could bind him; defendant could not rely solely on Anderson's signature | Defendant reasonably relied on Anderson's signature/behavior when admitting decedent | Apparent authority requires some words/conduct by the principal creating the appearance of authority; defendant did not show reasonable reliance on any principal conduct; signature alone insufficient |
| Third‑party beneficiary argument | Decedent was not made aware of or a beneficiary of the admission agreement; no evidence he consented | Decedent was a third‑party beneficiary of the admission agreement, so clause binds him despite not signing | Defendant did not show decedent was a third‑party beneficiary or otherwise bound; doctrine not applicable here |
Key Cases Cited
- Brooke Group v. JCH Syndicate 488, 87 NY2d 530 (N.Y. 1996) (forum‑selection clauses are prima facie valid and enforceable)
- Ford v. Unity Hosp., 32 NY2d 464 (N.Y. 1973) (apparent authority depends on principal's conduct and limits on agent's binding power)
- Hallock v. State of New York, 64 NY2d 224 (N.Y. 1984) (essential elements for apparent authority include principal's words or conduct creating appearance of authority)
- Standard Funding Corp. v. Lewitt, 89 NY2d 546 (N.Y. 1997) (reasonable reliance on apparent authority binds principal when justified by principal's conduct)
- Puleo v. Shore View Ctr. for Rehabilitation & Health Care, 132 AD3d 651 (App. Div. 2015) (forum‑selection clauses must be shown enforceable against the specific non‑signatory when claimed)
- Casale v. Sheepshead Nursing & Rehabilitation Ctr., 131 AD3d 436 (App. Div. 2015) (same principle re: enforceability against nonsignatories)
- Freeford Ltd. v. Pendleton, 53 AD3d 32 (App. Div. 2008) (third‑party beneficiary may invoke or be bound by forum‑selection clause only when traditional third‑party beneficiary elements are met)