Sovereign Healthcare of Tampa, LLC v. Estate of Yarawsky Ex Rel. Yarawsky
150 So. 3d 873
| Fla. Dist. Ct. App. | 2014Background
- William S. Yarawsky resided in a Sovereign-operated nursing home for ten months; after his death his estate sued the facility alleging negligence and statutory violations.
- Sovereign moved to compel arbitration based on an admission/financial agreement signed at admission; the trial court initially granted arbitration.
- The estate moved to reconsider, arguing Yarawsky did not sign the agreement and the person who signed (his wife) signed only as the "responsible party" and lacked authority to sign on his behalf.
- The estate relied on Perry v. Sovereign Healthcare of Metro W., where a similar agreement signed by a relative was held unenforceable because no one signed for the resident.
- The trial court rescinded the order compelling arbitration after further hearings and the issuance of the Perry mandate.
- The Second District affirmed, holding the estate was not bound by the arbitration clause because no one with authority signed the agreement on behalf of the resident.
Issues
| Issue | Plaintiff's Argument (Estate) | Defendant's Argument (Sovereign) | Held |
|---|---|---|---|
| Whether Yarawsky is bound by the arbitration clause | Agreement not signed by Yarawsky; signer (wife) lacked authority to bind him | Yarawsky was an intended third-party beneficiary and received benefits, so he is bound | Estate not bound; arbitration unenforceable because no authorized signature for resident |
| Whether a signature by a financially responsible party binds the resident | Signature as responsible party does not evidence authority to waive resident's rights | A financially responsible signer can bind resident as third‑party beneficiary | Court: signing as responsible party, without authority, does not bind resident |
| Applicability of third‑party beneficiary doctrine | No promisor/promisee relationship because no one signed for the resident | Third‑party beneficiary principle binds nonsignatory residents who benefit from contract | Doctrine requires a valid contract between promisor and promisee; absent signature by resident's representative, resident not bound |
| Reliance on contrary authority (Mendez) | Perry and similar precedents control facts here | Mendez suggests different outcome—third DCA disagreed with Perry line | Mendez distinguished on facts (representative signed as resident's representative or evidence of incapacity); Perry line controls here |
Key Cases Cited
- Perry ex rel. Perry v. Sovereign Healthcare of Metro W., 100 So. 3d 146 (Fla. 5th DCA 2012) (agreement unenforceable where no one signed on resident's behalf)
- Mendez v. Hampton Court Nursing Center, LLC, 140 So. 3d 671 (Fla. 3d DCA 2014) (resident bound as third‑party beneficiary where representative signed as resident's representative and there was evidence of incapacity)
- Stalley v. Transitional Hosps. Corp. of Tampa, 44 So. 3d 627 (Fla. 2d DCA 2010) (resident not bound where relative lacked authority and arbitration was separate/optional)
- McKibbin v. Alterra Health Care Corp., 977 So. 2d 612 (Fla. 2d DCA 2008) (estate not bound where resident did not sign and signer lacked authority)
- Blankfeld v. Richmond Health Care, Inc., 902 So. 2d 296 (Fla. 4th DCA 2005) (son who was only health‑care proxy could not bind resident to arbitration waiving jury/right to trial)
- Alterra Healthcare Corp. v. Estate of Linton, 953 So. 2d 574 (Fla. 1st DCA 2007) (contrasting authority: resident bound as intended third‑party beneficiary where facts supported it)
- Seifert v. U.S. Home Corp., 750 So. 2d 633 (Fla. 1999) (arbitration requires mutual assent; parties cannot be forced to arbitrate absent agreement)