Benton v. Vanderbilt University
137 S.W.3d 614
Tenn.
2004
Check Treatment

*1 614

Tran, tionate, (Tenn.1993); v. I affirm the 465 State and would therefore 864 S.W.2d (Tenn.1983); Harries, Appeals. 414 Court of S.W.2d Criminal (Tenn. Coleman, State v. 619 S.W.2d

1981). Court, appeal the State On cases,

cites to other similar all of which elderly helpless, on

involve vicious attacks Barber,

victims. See State v. 753 S.W.2d (Tenn.1988); McNish, v. State (Tenn.1987); Harbi State v.

S.W.2d son, (Tenn.1986); v. State Eugene Larry BENTON Cone, (Tenn.1984); State v. 665 S.W.2d 87 (Tenn.1982). Melson, The 638 S.W.2d 342 cite to or

defendant does not discuss The VANDERBILT UNIVERSITY. cases, simply requests Court but that this disproportionate find is sentence Tennessee, Court Supreme similar cases. penalty imposed at Nashville. senselessly defendant in this case at Heard Charlotte.1 attacked, raped helpless, and murdered a 8, 2004 April Session. prior elderly woman. He had convictions felonies, including conviction for violent 28, 2004. June murder, es- degree for first and he was for the caped prison from sentence cir- considering all of the

latter. When crime, com- present

cumstances of as cases,

pared in other circumstances

I death sentence was conclude arbitrarily ap- nor disproportionate

neither

plied.

Conclusion I summary, with the trial court agree Ap-

and the unanimous Court Criminal to Tennes-

peals that the 1998 amendment 39-13-204(c)

see Annotated section Code re- applied to the defendant’s properly the amendment

sentencing. Because not sub-

procedural and remedial does defendant, it disadvantage the

stantively law post ex facto and should Moreover, I con- retrospectively.

applied sentence

clude that defendant’s arbitrary dispropor- nor

death was neither Legal Advancing Education (Supreme Court argument case on was heard in this Oral Charlotte, 8, 2004, County, Students) April project. Dickson for part of this Court's S.C.A.L.E.S. *2 Ellis,

Earle J. Schwarz and Ashlee B. Memphis, Phillip and L. David- son, Nashville, Tennessee, Appel- for the lant, Larry Eugene Benton. Walker, Bryant,

Robert J. John S. Barrow, Nashville, Tennessee, Clisby Hall Appellee, for the The Vanderbilt Universi- ty-

OPINION ANDERSON, J., E. RILEY delivered court, opinion of the in which FRANK III, DROWOTA, C.J., F. M. JANICE HOLDER, BARKER, and WILLIAM M. JJ., joined. BIRCH, JR., ADOLPHO A. J., dissenting filed a opinion. granted this appeal

We to determine whether a third-party beneficiary who seeks to enforce a contract between a hos- pital an may insurance carrier hospi- contract. The trial court denied the arbitration, compel tal’s motion to finding third-party beneficiary was not a hospital to the contract between the and the insurance carrier. The Court of reversed, through Appeals concluding product. the arbi- covered a Network against tration could be enforced as is Such reimbursement described case. represent this section shall the maxi- *3 reviewing authority, After and record amount to payable [Vanderbilt] mum provision that arbitration conclude and [Vanderbilt] Covered Services for against in a contract is enforceable a third- not bill Member any [Blue Cross] shall a party beneficiary who has filed of cause any contractual between for difference action to enforce the contract. charges billed and such reimbursement. added). Blue (Emphasis paid Cross Van- Background full obligation derbilt its under the con- 13, 1998, appellant, On December $14,772.09 tract, of which covered all but (“Benton”), Larry a Eugene Benton was expenses by incurred hospital Benton. passenger by Hays in a car driven William by by that a car driven Zella was struck against a lawsuit Benton later filed in Lynn (“Lynn”) Highway on Coffee Lynn in for the Circuit Court Coffee Coun- County, injured Tennessee. Benton was ty injuries he in personal for the suffered hospitalized in the and for accident was sought then to accident. Vanderbilt days University five at The Vanderbilt $14,772.09,i.e., the amount of Ben- recover (“Vanderbilt”). Medical He Center was that hospital expenses had not been ton’s hospital released from the on December pre- paid by Blue Vanderbilt had Cross.2 18, 1998, incurring hospital expenses after viously statutory Hospital filed Notice of $31,504.84. of Lien with the Clerk of the Circuit Court accident, At the time of the Benton was monetary against any for County Davidson Blue by insured Blue Cross and Shield Lynn. receive from recovery might Benton (“Blue Cross”), which Tennessee had actions, Ben- a result As Vanderbilt’s The contract Vanderbilt. contract with complaint3 against ton filed Vanderbilt part, in provided, that Vanderbilt would County Court for Davidson the Circuit to provide health care services members alleging process, an abuse of breach plan health care at estab- Blue Cross contract, and a of the Tennessee violation that lished discounted rates and Vanderbilt on grounds Protection Act Consumer for would not bill Blue Cross member to agreed accept pay- that Vanderbilt had the actual medical difference between pursuant ment in full from Blue Cross As expenses and discounted rates. them. section 6.1 of contract between stated in 6.1 of the contract: section filed a motion response, Vanderbilt shall be reimbursed for [Vanderbilt] compel stay and to seeking to provided provision of Covered Services The pending arbitration. legal action [Blue Cross] Members accordance Benton was bound motion asserted that in this with the terms set forth Institu- provision in the an arbitration agrees tion Agreement.... [Vanderbilt] ben- contract because he was percent ... covered accept [a] eficiary to the contract. payment in full for services charges as stated, part: 8.2 not section Members [Blue Cross] rendered complaint “class caption of stated 3. The 2. See Ann. 29-22-101 Tenn.Code indication, complaint.” There no action liens). hospital (providing for however, has been certified class action court. the trial Cross, He If a ... arises be- contends Arbitration. Vanderbilt. in- Agreement applicable tween the of this is not the arbitration volving contention either a “party” he to the con- because its perform other has failed to obli- his tract cannot be forced to waive responsibilities under this gations ac- right pursue judicial constitutional party making then the such Agreement, argues that Benton was tion. Vanderbilt shall written promptly give contention in the the arbitration shall notice the other. Such notice he was a ben- contract because par- forth in detail set the basis for under eficiary seeking contention.... ty’s The other that contract. *4 (30) thirty days within shall calendar receipt of a writ- provide after the notice ap To these issues into the place response seeking party satisfy ten context, propriate begin analysis we our gave notice matter as regarding certain summarizing general principles Following which notice given. was governing gener contracts. arbitration response gave ... if party such al, agreements in contracts are arbitration of dissatisfaction dissatis- notice remains in both favored Tennessee statute and fied, notify then that shall so existing law. The case Uniform Arbitra other and the shall matter be tion Act provides: promptly inexpensive submitted to submit agreement any A ex- written binding arbitration in accordance with isting controversy to arbitration or Tennessee Act Arbitration Uniform provision a written contract to in submit any controversy to arbitration thereafter added). Benton that he (Emphasis argued valid, en- arising between is provision was not bound the arbitration upon forceable and irrevocable save such he was not a the con- “party” because exist at in grounds equity law or for tract. contract.... the revocation trial court found that Benton was 29-5-302(a) (2000). § As Ann. TenmCode “not bound to the provision” arbitration recognized, this Court has compel and denied Vanderbilt’s motion to arbitration. The Appeals Court of re- [ajttitudes changed towards arbitration the trial versed court’s conclud- judgment,4 change as time This was re- passed. that Benton ing to the arbitra- by judicial in the courts flected decisions tion because he was a praising society by and in arbitration beneficiary to the contract who was seek- statutes passage embracing arbitra- ing rights contract. under the alternative forum tion as an for granted appeal. The effectiveness of modern

We resolution. arbitration statutes has been measured

Analysis provisions in their inclusion of terms of making agreements to arbitrate irrevo- argues Appeals Benton that the Court initiating a holding time-saving proce- in cable and erred that he was bound compelling in the con- dure for arbitration.... arbitration insurer, Act] tract between his medical Blue Arbitration [Uniform Moreover the 29-5-319(a)(1) (2000). denying compel § order arbi- An motion to Ann. appealable is an Tenn.Code tration order. favoring by an legislative policy embodies a tract is bound arbitration parte Dyess, in that contract. See Ex agreements enforcement to arbitrate. (Ala.1997); So.2d Restatement Buraczynski Eyring, 919 S.W.2d (Second) § cmt. of Contracts b (Tenn.1996). states, leading As one commentator Having observed contract contains “where [a] are in contracts favored enforceable, legally clause which is obligations next discuss is that general rule to a As third-party beneficiaries contract. that the thereby same extent pointed Owner-Operator the Court out is bound.” on Con- promisee Williston Independent v. Con Drivers Association (3d ed.1957). tracts 364 A. Inc., (Tenn.2001), EFS, cord example, Moving For & Stor- District a third an intended Inc., Gardiner, age Co. v. Gardiner & contract, beneficiary of a entitled thus Maryland rule appellate court relied on the contract, of a where enforce terms stated the Williston treatise conclud- parties to have not the contract ing that the lessee of a warehouse was *5 (2) agreed, recognition of the otherwise by an arbitration when ap right performance is third-party’s seeking terms of a contract to enforce the intent, parties’ propriate to effectuate the a contractor and the owner of the between and terms or circumstances indicate 63 Moving, Md.App. District warehouse. performance promise of the is intend (Md.Ct. 96, 319, 492 A.2d 322-23 the satisfy obligation ed or owed will on Con- Spec.App.1985) (quoting Williston to the Id. at 70. promisee party. third ed.1957)). (3d Mary- § The tract 364 A. This has also that a Court said concluded that because the les- land court and are third-party’s rights “depend upon beneficiary, third-party he was see was a by the of contract.” measured terms the rights his under permitted to enforce Elam, v. United States Fid. & Guar. Co. at same time avoid- the contract while the (1955). 194, 693, 198 278 702 Tenn. ing obligations entailed the arbitra- beneficiary may accept the “Before the (citing v. provision. tion Id. at 323 Jeanes contract, accept all of the he must benefits Co., 589, P.2d ArizApp. Arrow 16 494 Ins. its as obli implied, express, of as well (1972)). 1334 explained, As “if the gations.” Id. we have Pennsylvania in Similarly, Johnson adopts bad as beneficiary accepts, he Cos., 504, National Insurance Pa. as good, well as the the burden as well (1991), Pennsylvania Supreme A.2d 296 benefit.” Id. plaintiff, who concluded that Court mind, in we now principles With these under sought uninsured motorist benefits case, i.e., in turn this to the critical issue she was not policy an insurance to which provision in a con- whether an arbitration required to her claim party, was submit binding against a bene- third-party tract is under an arbitration ficiary brings an action who The rea- policy. in the Court that contract. enforce the terms of soned: a claim injured person im- An who makes question this of first Although is a under for uninsured motorist benefits in numerous courts pression signatory he which is not policy held as a legal commentators have beneficiary. party of a beneficiary category third general rule has Historically, held a con- Court under who seeks third beneficiaries are bound “parties” agreement. to the See Rath v. the same Network, Inc., limitations the contract Managed Health 123 Idaho signatories 30, of 12, (1992); that contract. City The 844 P.2d Peru v. Co., third beneficiary 309, III. Power Ill.App.3d cannot recover 196 Ill. except Rath, under the terms and Dec. 630 N.E.2d 454 conditions of In the contract the Idaho from which he court concluded that makes a a third- party beneficiary claim. was not required to arbi- trate a provi- where the arbitration at Id. 298-99. Accordingly, holding that sion in the “[a]ny contract was limited to beneficiary subject was controversy between the to this arbitration, Pennsylvania empha- court (em- Agreement.” Rath, 844 P.2d at 13 right sized that “the of a phasis Likewise, in original). in City subject imposed by limitation Peru, the Illinois court held that the third- terms of the contract.” Id. at 299 (quoting party beneficiary was not (Second) Restatement of Contracts a contract where (1981)). cmt. b third was not a “party” as de- Supreme Court of Alabama has re- Peru, fined in agreement. City cently applied analysis the same and has Ill.Dee. 630 N.E.2d at 457-58. reached similar results. parte Ex view, Dyess, Alabama, In our (Ala.1997), 709 So.2d 447 Pennsyl the court vania, decisions, petitioner, Maryland held that the injured who which re lied on driving while Williston on car Contracts as well as owned dealership (Second) Contracts, Restatement filed a re cause action under the unin- *6 First, flect the analysis. sured better-reasoned provisions motorist of the dealer- analysis this is consistent ship’s general with the insurance policy, was by an rule that rights of a third-party benefi arbitration clause in the policy. insurance ciary subject are im limitations Alabama court reasoned that a third- posed by the terms of the contract. party See beneficiary who seeks to recover (Second) Restatement of Contracts 309 under the terms of an insurance contract cmt. b As this empha Court has cannot “pick and choose portions sized, “before the beneficiary may accept the contract that he apply.” wants to Id. contract, the benefits of [a] he must accept case, at 451. In a later the Alabama court all of implied, its as well express, as obli again reiterated that “a third-party benefi- Elam, gations.” 278 at S.W.2d 702. In ciary cannot accept the benefit of a con- deed, in light of these well-established tract, while avoiding the burdens or limi- principles, we believe that “par the term tations of that contract.” Cook’s Pest in an ties” by clause is not itself Control, Boykin, 524, Inc. v. 807 So.2d 526 exempt sufficient to a third-party benefi (Ala.2001); see Georgia also Power Co. v. ciary who seeking to enforce rights un Partin, (Ala.1998) (“The 727 So.2d der the contract. See id. law is clear that a third beneficiary is bound the terms and conditions of Second, analysis this is also consis invoke.”). the contract that it attempts to tent principles with of contractual inter contrast, those courts pretation that have ex- require a contract be inter empted a beneficiary from an preted a according as whole plain to its arbitration provision in the contract have terms. County Highway See Cocke Bd. of generally emphasized language Bd., contractual Comm’rs v. Newport Utilities (Tenn.1985). limited the arbitration clause to the Thus, S.W.2d where agreed

a has not to sub- third-party beneficiary pute seeks to enforce which he so contract, an rights interpretation interpreting under mit” was made an arbitra- requires parties of the contract as to a whole tion between interpret third not be permitted to to a third-party contract and not beneficia- in a piecemeal the contract fashion ry. Similarly, County Id. at 84. in Cocke Elam, Commissioners, unfavorable terms. See avoiding Highway Bd. of 702. at claus- Court’s observation that “arbitration on binding parties es are not third who are Third, properly under- analysis not to the contract” was made with provision in a scores that an arbitration regard a tort claim and not breach only applicable contract to actions brought by contract claim brought by third-party beneficiary seek- underlying based on the con- rights ing enforce under that contract. tract. at 690 S.W.2d 451; Dyess, parte 709 So.2d at See Ex Johnson, A.2d at 299. An arbitration con Applying principles, these may applicable not in cases Appeals correctly clude that the Court of legal where are under other claims raised held that the arbi Benton was bound and are not intertwined with theories tration contract rights being under terms of enforced between and Blue Cross. Ben Vanderbilt County See Bd. contract. Cocke third-party beneficiary ton was a Comm’rs, (ar- Highway 690 S.W.2d at 237 filed action contract who applicable not to tort claim bitration under the contract. Ben enforce brought party); third Pest Con- Cook’s dependent ton’s claim was on his status (third trol, Inc., party’s at 525 So.2d third-party beneficiary to the contract negligence claims of and wantonness were obligations under alleged Vanderbilt’s provision). to the arbitration agreement. Accordingly, 6.1 section holding The narrow effect of our assures general principle on the that a third- based third-party beneficiary that a does not beneficiary cannot enforce favorable forego on other claims for legal remedies avoiding of a contract while unfavor terms *7 reasons, these we con- relief. For further terms, conclude that Benton’s able we argu- clude there merit in that is no to seeking claim enforce contract third-party ment beneficiaries who that subject provision. to the arbitration provision un- are to an are a they der contract seek Conclusion judicial forced to waive their seek Moreover, that emphasize relief. we also ap reviewing After record judicial parties right third have a review an ar authority, we conclude that plicable process. See of arbitration results in contract enforce bitration 29-5-313, §§ Ann. Tenn.Code 29-5-319 beneficiary who against able filed cause of action to en has affirm force the contract. We therefore Finally, adopting analysis, this judgment. Appeals’ the Court of Costs cited observe that Tennessee cases appellant, Lar appeal are taxed to the In Frizzell distinguishable. Benton are Benton, surety, for Eugene and his ry L.L.C., 9 Gatlinburg, Co. v. Construction necessary. if shall issue which execution instance, (Tenn.1999), for S.W.3d 79 be that “a cannot Court’s statement BIRCH, JR., J., dissents. any dis- ADOLPHO A.

required submit to arbitration 519, JR., J., 309, Ill.Dec. 630 N.E.2d BIRCH, App.3d A. ADOLPHO 454, (Ill.App.Ct.1994). dissenting. a third- suggest not that I do While that Ben- firmly

Because I am convinced may compelled party beneficiary never be into ac- ton cannot be forced arbitrate, language in this contract terms of the contract under cording “parties” clearly limits arbitration submission, respectfully I dissent from the was never contract. Because Benton majority my colleagues. holding of a to in the contract as listed nor referred The arbitration this case not forced into arbi- “party,” he should ... arises provides “[i]f a matter “Because ‘arbitration is tration. Agreement in- parties between the this re- ... cannot be of contract^] volving a contention either any dispute to arbitration quired to submit perform the other has failed to its obli- ” agreed so to submit.’ which he has not gations responsibilities under L.L.C., Gatlinburg, v. Frizzell Constr. Co. added), agreement” (emphasis then after (Tenn.1999) 79, AT & (quoting procedure, parties following proper Techs., T v. Workers Inc. Communications binding shall submit arbitration. 1415, Am., 643, 648, 106 S.Ct. 475 U.S. clearly language of this indicates (1986)); 89 L.Ed.2d 648 see also EEOC parties that there are two to this House, Inc., 279, 294, 122 534 U.S. Waffle agreement and Blue Cross. —Vanderbilt 754, (recog- 151 L.Ed.2d 755 S.Ct. case, Managed a similar Rath v. Act nizing that the Federal Arbitration Network, Inc., pro- Health the arbitration (“FAA”) require parties not to arbi- does provided vision of the contract so, agreement there is no to do trate when controversy parties “between the to this favoring general policy federal despite the ” Agreement binding shall be submitted to arbitration). arbitration if the are unable to upon forego- Accordingly, and based controversy informally. settle the Ida- holding ing, I am unable to concur (Idaho 1992) ho 844 P.2d 12-13 majority. of the added). (emphasis Supreme The Idaho Court held that because the sign

beneficiaries did not the contract and “parties,”

were listed the contract as

they not be forced to their could arbitrate

claims. Id. at The Idaho court held *8 language Agreement

that “the in the ex- pressly the arbitration clause Larry PARRISH, limit[ed] E. et al. Agreement.” ‘parties’ Id. agree reasoning I Rath. with MARQUIS, et al. Robert S. case, “party” not a the instant Benton was Supreme Court contract; thus, he could not be at Knoxville. In addi- forced to submit arbitration. “[ujnder

tion, Act, the Uniform Arbitration on Briefs—Jan. Submitted persons the law is clear that who are not 19, 2004. March agreement to an arbitration cannot compelled participate in arbitration.” Co., City Peru v. III. Power 258 Ill.