Westerfield v. Three Rivers Nursing & Rehab. Ctr., L.L.C.
2013 Ohio 512
Ohio Ct. App.2013Background
- Admisssion of Desmond to Three Rivers on March 18, 2010 and subsequent admission paperwork on March 19, 2010.
- Westerfield, Desmond’s daughter and attorney in fact, signed 18 documents presented as a package, including an Admission Agreement.
- Admission Agreement page 4 includes a dispute resolution provision: court or arbitration, with exclusive binding arbitration for rights under statutes.
- Westerfield signed the Admission Agreement without reading it and was not specifically informed about arbitration.
- Three Rivers later provided a separate Arbitration Agreement which Westerfield refused to sign; admission process continued without arbitration agreement.
- Desmond died from complications of illness shortly after admission; Westerfield sued Three Rivers and others for wrongful death and related claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether there is a valid, enforceable arbitration agreement. | Westerfield assented by signing the Admission Agreement (even if not read). | Signing the Admission Agreement constitutes consent to arbitration; waiver due to lack of reading is irrelevant. | No enforceable agreement due to lack of meeting of the minds; Westerfield clearly indicated she did not agree to arbitration. |
| Authority of Westerfield to bind as Desmond’s attorney in fact. | Westerfield had authority to bind Desmond via durable power of attorney. | Authority exists but binding arbitration depends on enforceable agreement. | Not necessary to decide; arbitration unenforceable regardless of authority. |
| Effect of Westerfield’s March 2012 termination of the Admission Agreement on arbitration. | Termination would nullify arbitration terms. | Termination valid under the agreement. | Not necessary to decide; arbitration unenforceable for other reasons. |
Key Cases Cited
- Minster Farmers Coop. Exchange Co., Inc. v. Meyer, 117 Ohio St.3d 459 (2008-Ohio-1259) (contract formation; meeting of minds required for enforceability of contracts or arbitration clauses)
- Taylor v. Ernst & Young, L.L.P., 130 Ohio St.3d 411 (2011-Ohio-5262) (arbitration clause enforceability; contract within contract; de novo review of arbitrability)
- ABM Farms, Inc. v. Woods, 81 Ohio St.3d 498 (1998-Ohio-574) (arbitration clause treated as contract within contract; separate analysis from underlying contract)
- Kostelnik v. Helper, 96 Ohio St.3d 1 (2002-Ohio-2985) (elements of contract; mutual assent and consideration)
- Episcopal Retirement Homes, Inc. v. Ohio Dept. of Industrial Relations, 61 Ohio St.3d 366 (1991-Ohio-369) (intent and interpretation in contract disputes; extrinsic evidence when ambiguous)