Enforcing a contractual arbitration provision can often be difficult. There are many opportunities for a party to seek to be excused from complying with an agreement to arbitrate. In the case of LTCSP-St. Petersburg, LLC, et al. v. Johnnie Earl Robinson (Fla. 2nd DCA Case No. 2D11-3473), Florida's Second District Court of Appeal addressed a dispute in which the parties were ultimately required to arbitrate claims asserted under the parties' initial agreement, but not claims asserted under the parties' subsequent agreements.
This case stems from a wrongful death action against a nursing home. The decedent's estate alleged claims of negligence in connection with the decedent's repeated visits to the nursing home. Utilizing a valid Power of Attorney, the decedent's husband signed various forms, including an arbitration agreement, in connection with the decedent's initial admission to the nursing home. Her initial stay at the nursing home ended and the decedent was discharged.
The decedent was subsequently re-admitted to the same nursing home several times. Each time that she was re-admitted to the nursing home, the decedent signed readmission papers that contained the following provision:
THIS AGREEMENT MUST BE SIGNED BY ALL THE SAME PERSON/S WHO SIGNED THE ORIGINAL ADMISSION AGREEMENT, OR A NEW ADMISSION AGREEMENT MUST BE SIGNED.
In spite of this language, the nursing home did not require the decedent's husband to sign the re-admission forms and did not require the decedent to sign a new admission agreement. At the trial court level, the nursing home sought to compel arbitration of the dispute. The trial court denied the nursing home's request, apparently finding that the arbitration agreement was substantively unconscionable and, therefore, unenforceable.
The appellate court initiated its analysis by finding that the arbitration agreement was not, in fact, unconscionable. Then, finding that the agreements at issue should not be construed in favor of their drafter (the nursing home), the Second DCA determined that the parties were required to arbitrate any claims for negligence that allegedly occurred during the initial admission, but not any claims for negligence that allegedly occurred during any of the subsequent admissions. It was unclear from the Complaint whether the negligence allegedly occurred during the initial admission or during the subsequent readmissions. However, the parties were left with the following possibilities:
- If all of the alleged negligence occurred during the first admission, all claims would be subject to arbitration
- If all of the alleged negligence occurred during subsequent readmissions, all claims could be litigated in court
- If the negligence allegedly occurred during the first admission and during subsequent readmissions, some claims would be subject to arbitration and others could be litigated in court
Suffice it to say, if you're going to go through the trouble of having an arbitration provision, make sure that it is enforceable. The lessons from the LTCSP-St. Petersburg case in this regard are: (1) if you are executing multiple agreements with the same parties and you are going to want to require arbitration of disputes, make sure that each agreement has an arbitration provision; and (2) make sure that all of your agreements are signed by the party against whom you will ultimately want to enforce them.