THERON INGRAM, Respondent, v. BROOK CHATEAU, Appellant.
No. SC97812
SUPREME COURT OF MISSOURI en banc
Opinion issued November 19, 2019
APPEAL FROM THE CIRCUIT COURT OF JACKSON COUNTY, The Honorable Justine E. Del Muro, Judge
I. Introduction
Brook Chateau appeals the circuit court‘s overruling of its motion to dismiss and compel arbitration pursuant to
II. Factual and Procedural History
On November 6, 2015, Thеron Ingram was admitted to a hospital after a severe motor vehicle collision which left him a quadriplegic. Prior to his discharge from the hospital, Ingram executed a written Durable Power of Attorney (“DPOA“) providing in part:
1. Selection of Agent. I, Theron Ingram, currently a resident of Jackson County, Missouri, appoint the following person as my true and lawful attorney-in-fact (“Agent“):
Name: Andrea Nicole Hall. …
3. Durability. This is a Durable Power of Attorney, and the authority of my Agent, when effective, shall not terminate or be void or voidable if I am or become disabled or incapacitated or in the event of later uncertainty as to whether I am dead or alive.2
4. Effective Date. This Durable Power of Attorney is effective immediately and continues if I am incapacitated and unable to make and communicate a health-care decision as certified by two physicians.
5. Agent‘s Powers. I grant to my Agent full authority to: …
B. Make all necessary arrangements for health care services on my behalf and to hire and fire medical personnel responsible for my сare;
C. Move me into, or out of, any health care or assisted living/residential care facility or my home (even if against medical advice) to obtain compliance with the decisions of my Agent;
D. Take any other action necessary to do what I authorize here, including, but not limited to, granting any waiver or release from liability required by any health care provider and taking any legal action at the expense of my estate to enforce this Durable Power of Attorney for Health Care;
E. Receive information regarding my health care, obtain copies of and review my medical records, consent to the disclosure of my medical records, and act as my “personal representative” as defined in the regulations [
45 C.F.R. 164.502(g) ] enacted pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA“)[.]
(Emphasis added).
On March 15, 2016, Ingram was discharged from the hospital and admitted to Brook Chateau, a residential care facility in Jacksоn County, Missouri. On the day of Ingram‘s admission, Hall executed a “Voluntary Arbitration Agreement” (“the Agreement“) with Brook Chateau on Ingram‘s behalf. The Agreement provided, in part:
1. Agreement to Arbitrate “Disputes“: All claims arising out of or relating to this Agreement, the Admission Agreement or any and all past or future admissions of the Patient at this Center … shall be submitted to arbitration. …
8. Right to Change Your Mind: This Agreement may be cancelled by written notice sent by certified mail to the Center‘s Administrator within 30 calendar days of the Patient‘s date of admission. If alleged aсts underlying the dispute occur before the cancellation date, this Agreement shall be binding with respect to those alleged acts. If not cancelled, this Agreement shall be binding on the Patient for this and all of the Patient‘s
subsequent admissions to the Center or any Sister Center without any need for further renewal. 9. Binding on Parties & Others: The Parties intend that this Agreement shall benefit and bind the Center, its parent, affiliates, and subsidiary companies, and shall benefit and bind the Patient (as defined herein), his/her successors, spоuses, children, next of kin, guardians, administrators, and legal representatives. …
14. Health Care Decision: The Parties hereby stipulate that the decision to have the Patient move into this Center and the decision to agree to this Agreement are each a health care decision. The Parties stipulate that there are other health care facilities in this community currently available to meet the Patient‘s needs.
In February 2018, Ingram filed a three-count petition in Jackson County alleging claims of negligence and seeking punitive damages. He alleges his quadriplegic state prevented him from turning himself independently and that “the nurses and staff at Brook Chateau failed to properly turn [him].” Ingram alleges this failure resulted in his development of pressure ulcers and multiple wounds.
Brook Chateau responded to the petition by filing a motion to dismiss and compel arbitration. Attached to the motion was the signed agreement. The circuit court, in line with
III. Standard of Review
The overruling of a motion to compel arbitration is reviewed de novo. Soars v. Easter Seals Midwest, 563 S.W.3d 111, 113 (Mo. banc 2018). The interpretation of a durable power of attorney is a question of law, also reviewed de novo. Pearson v. Koster, 367 S.W.3d 36, 43 (Mo. banc 2012).6
IV. Analysis
“A written agreement to submit any existing controversy to arbitration or a provision
Ingram does not dispute the validity of the Agreement that was presented to the circuit court and attached to the motion to compel arbitration. Instead, Ingram argues the Agreement was not enforceable because the DPOA presented with the pleadings did not grant Hall the authority to execute a binding arbitration agreement on Ingram‘s behalf. This argument rests on language in the DPOA granting Hall the authority to “[m]ake all necessary arrangements fоr health care services on [Ingram‘s] behalf[.]” Because the Agreement was voluntary and not a precondition to receiving care at Brook Chateau, Ingram argues it was outside the scope of Hall‘s authority because it was not a “necessary” arrangement under the DPOA. Regardless of what authority the “necessary arrangements” clause grants Hall, Ingram‘s argument ignores that Hall had express, actual authority to move him into residential care facility, from which her authority to sign the Agreement—a document incidental to admission—derived.
Under a durable power of attorney, the relationship between the attorney in fact and the principal is an agency relationship.
in a power of attorney with that degree of care that would be observed by a prudent person … conducting the affairs of another[.]” Id.
“Unless otherwise agreed, authority to conduct a transaction includes authority to do acts which are incidental to it, usually accompany it, or are reasonably necessary to accomplish it.” Restatement (Second) Agency § 35 (Am. Law Inst. 1958) (emphasis added). “An agent is authorized to do, and to do only, what it is reasonable for him to infer that the principal desires him to do in the light of the principal‘s manifestations and the facts as he knows or should know them at the time he acts.” Id. § 33. An agent‘s incidental authority is ultimately defined by the principal‘s purpose in granting the authority:
Whatever the original agreement or authority may have been, [the agent] is authorized at any given moment to do, and to do only, what [s]he reasonably believes the principal desires [her] to do, in the light of whаt [s]he knows or should know of the principal‘s purpose and the existing circumstances.
Id. cmt. a.
The DPOA grants Hall “full authority” to move Ingram into a residential care facility. As a natural part of the residential care facility admission process, a host of documents are presented to the patient to be signed in conjunction with their admission. These admission documents often include a binding arbitration agreement. See generally Kindred Nursing Ctrs., Ltd. P‘ship v. Clark, 137 S. Ct. 1421, 1425 (2017); Marmet Health Care Ctr., Inc. v. Brown, 565 U.S. 530, 531 (2012). Hall‘s authority to move Ingram into a residential cаre facility necessarily carries with it the authority to sign admission documents on Ingram‘s behalf.10 Whether the arbitration agreement was voluntary is inapposite to the question of authority to sign the document on Ingram‘s behalf. Because the Agreement was presented in connection with Ingram‘s admission to Brook Chateau, there was no reason for Hall to doubt she had the authority to sign it on Ingram‘s behalf as part of her express “full authority” to move Ingram into a residential care facility.
V. Conclusion
The Agreement was signed by Hall on behalf of Ingram pursuant to Hall‘s authority established by the DPOA. It was presented to the circuit court alongside Brook Chateau‘s motion to dismiss and compel arbitration. At that point,
Zel M. Fischer, Judge
Wilson, Powell and Breckenridge, JJ., concur; Russеll, J., dissents in separate opinion filed; Draper, C.J. and Stith, J., concur in opinion of Russell, J.
THERON INGRAM, Respondent, v. BROOK CHATEAU, Appellant.
No. SC97812
SUPREME COURT OF MISSOURI en banc
DISSENTING OPINION
I respectfully dissent. Although I concur with the principal opinion that the scope of the Durable Power of Attorney for
Background
Ingram, who was rendered quadriplegic in a motor vehicle collision, executed the DPOA, appointing Andrea Nicole Hall as his attornеy-in-fact. The DPOA granted Hall the authority to, among other things not relevant here:
A. Give consent to, prohibit, or withdraw any type of health care, long-term care, hospice or palliative care, medical care, treatment, or procedure, either in my residence or a facility outside of my residence, even if my death may result, including, but not limited to, an out of hospital do-not-resuscitate order . . . ;
B. Make all necessary arrangements for health care services on my behalf and to hire and fire medical personnel responsible for my care;
C. Move me into, or out of, any health care or assisted living/residential care facility or my home (even if against medical advice) to obtain compliance with the decisions of my Agent;
D. Take any other action necessary to do what I authorize here, including, but not limited to, granting any waiver or release from liability required by any health care provider and taking any legal action at the expense of my estate to enforce this Durable Power of Attorney for Health Care[.]
(Emphasis added).
Brook Chateau, a residential care facility, admitted Ingram. Three days later, Hall executed a document titled “VOLUNTARY ARBITRATION AGREEMENT” (“Agreement“). Hall signed the Agreement in her name as “Patient‘s Legal Representative in his/her Representative capacity.” The opening clause of the Agreement provided:
THE PARTIES ARE WAIVING THEIR RIGHT TO A TRIAL BEFORE A JUDGE OR JURY OF ANY DISPUTE BETWEEN THEM. PLEASE READ CAREFULLY BEFORE SIGNING. THE PATIENT WILL RECEIVE SERVICES IN THIS CENTER WHETHER OR NOT THIS AGREEMENT IS SIGNED.
(Emphasis added).
Ingram subsequently filed a lawsuit against Brook Chateau alleging claims of negligence and seeking punitive damages. Brook Chatеau filed a motion to dismiss and compel arbitration. Brook Chateau argued that, pursuant to the Agreement, Ingram and Brook Chateau had agreed to
Standard of Review
“An appellate court‘s review of the arbitrability of a dispute is de novo” because “[w]hether a dispute is covered by an arbitration provision is relegated to the courts as a question of law.” Dunn Indus. Grp., Inc. v. City of Sugar Creek, 112 S.W.3d 421, 428 (Mo. banc 2003).1 “[T]he interpretation of a written power of attorney is [also] a question of law.” Elam v. Dawson, 216 S.W.3d 251, 253 (Mo. App. 2007).
Analysis
The principal opinion must point to one or more of the powers granted in the DPOA that would authorize Ingram to execute the Agreement because, as the principal opinion acknowledges, “An attorney in fact shall exercise authority granted by the principal in accordance with the instrument setting forth the power of attorney[.]”
principles. While the principal opinion is correct in holding that Hall had express, actual authority to move Ingram into Brook Chateau, pursuant to Paragraph C of the DPOA, it is incorrect that Hall had the authority to execute the Agreement. Waiving the right to a jury triаl or to have a court settle a dispute was totally irrelevant and not required for Ingram‘s admission into Brook Chateau.
“[t]ake any other action necessary to do what [the principal] authorize[d] here.” (Emphasis added). The agent could not execute any instrument on behalf of the principal that was voluntary or unnecessary.
The principal opinion goes far beyond the Restatement sections on which it relies in holding, “Because the Agreement was presented in connection with Ingram‘s admission to Brook Chateau, there was no reason for Hall to doubt she had the authority to sign it on Ingram‘s behalf as part of her express ‘full authority’ to move Ingram into a residential care facility.” Slip op. at 8. I cannot subscribe to a reading of Paragraph C that allows the patient‘s agent to execute legal instruments not required for admission, as this goes far beyond the authority granted by the DPOA and far beyond any implicit authority set out in the Restatement (Second) of Agency. I fear the principal opinion would go far toward allowing agents to bind a vulnerable segment of the population beyond healthcare decisions that the instrument was designed to serve.
I also part from the principal opinion‘s reliance on the comment to section 33 of the Restatement (Second) of Agency. Section 33‘s black letter statement of the law suffices: “An agent is authorized to do, and to do only, what it is reasonable for him to infer that the principal desires him to do in the light of the principal‘s manifestations and the facts as he knows or should know them at the time he acts.” (Emphasis added). Nothing in the DPOA indicated an intent to allow Hall to enter into unnecessary transactions. The Agreement Hall signed specified clearly that “THE PATIENT WILL RECEIVE SERVICES IN THIS CENTER WHETHER OR NOT THIS AGREEMENT IS SIGNED.” Although Hall had authority to move Ingram into or out of any residential care facility, she had no authority to enter into the Agreement waiving Ingram‘s right to a judgе or jury trial if a dispute arose.
Despite acknowledging the Agreement signed by Hall was voluntary and not a
Conclusion
For these reasons, I would affirm the circuit court‘s order overruling Brook Chateau‘s motion to dismiss and compel arbitration.
Mary R. Russell, Judge
Notes
On application of a party showing an agreement described in section 435.350, and the opposing party‘s refusal to arbitrate, the court shall order the parties to proceed with arbitration, but if the opposing party denies the existence of the agreement to arbitrate, the court shall proceed summarily to the determination of the issue so raised and shall order arbitration if found for the moving party; otherwise, the application shall be denied.”