Blackmon v. Vernon Healthcare Ctr.

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DEBRA ANN BLACKMON, Plaintiff and Respondent, v. VERNON HEALTHCARE CENTER, LLC, et al., Defendants and Appellants

B321557

California Court of Appeals, Second District, Third Division

October 30, 2023

NOT TO BE PUBLISHED

APPEAL from an order of the Superior Court of Los Angeles County Super. Ct. No. 21STCV18794, Maurice A. Leiter, Judge.

Cowdrey Jenkins and Sean D. Cowdrey for Defendants and Appellants.

Moran Law, Michael F. Moran, Lisa Trinh Flint, and Suzan N. Tran for Plaintiff and Respondent.

LAVIN Acting P. J.

INTRODUCTION

Defendants Vernon Healthcare Center, LLC, dba Vernon Healthcare Center Rockport Administrative Services, LLC, Brius Management Co. and Shlomo Rechnitz (collectively, Vernon) appeal from the trial court's order denying their motion to compel arbitration of elder abuse and related claims brought by plaintiff Debra Ann Blackmon, through a guardian ad litem based on the care Blackmon received at one of Vernon's skilled nursing facilities. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

Blackmon was admitted to Vernon's skilled nursing facility (Facility) on October 15, 2020, when she was 65 years old. At the time of her admission, Blackmon suffered from dementia and diabetes and had recently suffered a "cognitive decline." Blackmon needed assistance with daily activities, and she "was not always able to make her needs known, could not always recount her medical history, did not have the ability to understand and be understood at all times, and required frequent supervision."

Blackmon's son, Eric Vallin,^[1] accompanied Blackmon when she was admitted to the Facility, and he signed all of her admission paperwork as her "Representative" or "Legal Representative." A staff member reviewed the paperwork with Vallin, briefly describing each document and showing Vallin where to sign. Although Blackmon was present, she didn't say anything before or after Vallin signed the paperwork, nor did the staff member ask Blackmon whether "it was okay" for Vallin to sign the paperwork. Blackmon did not sign any paperwork before she was admitted to the Facility.

On October 23, 2020, Vallin returned to the Facility to sign additional paperwork. Vallin met the same staff member who reviewed Blackmon's initial admission paperwork. The staff member presented a stack of documents, which she told Vallin he needed to sign so that Blackmon could remain at the Facility. The staff member did not discuss the contents of any of the documents with Vallin. She flipped through each document and "pointed her finger" to show Vallin where he needed to sign. Vallin signed all the documents. Blackmon wasn't present when Vallin signed the documents, nor did she ever sign any of them.

Among the documents Vallin signed on October 23, 2020 was an arbitration agreement (Agreement). The first page of the Agreement states that it is not part of the Facility's admission agreement and that residents are not required to sign the Agreement as a condition to admission to the Facility. The Agreement includes an acknowledgment provision, which states that the Agreement and the resident's admission agreement "evidence a transaction in interstate commerce governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16." The Agreement also includes a choice of law provision, stating the Agreement "shall be construed and enforced in accordance with and governed by the Federal Arbitration Act and the procedures set forth in the Federal Arbitration Act shall govern any petition to compel arbitration."

Articles 1.1 and 1.2 of the Agreement provide that the parties agree to arbitrate any "medical malpractice" disputes as well as "all other disputes, controversies, demands or claims that relate [to] or arise out of the provision of services or health care or any failure to provide services or health care by Facility, the admission agreement and/or this Agreement, the validity interpretation, construction, performance and enforcement thereof, including, without limitation, claims that allege," among other things, "negligence," violations of "Health and Safety Code section 1430," and "violations of the Elder Abuse and Dependent Adult Civil Protection Act." Article 1.6 includes a delegation clause, which states: "The arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable."

The Agreement's signature page includes a paragraph that appears immediately above Vallin's signature, which states: "By virtue of Resident's consent, instruction and/or durable power of attorney, I hereby certify that I am authorized to act as Resident's agent in executing and delivering of this Arbitration Agreement. I acknowledge that the Facility is relying on this representation. I also acknowledge that pursuant to the terms of this Agreement, any claims that I may assert in my personal capacity that arise out of or relate to any provision of or failure to provide services (medical or otherwise) or goods by the Facility to the Resident or the admission agreement are governed by this Arbitration Agreement."

In May 2021, Blackmon, through a guardian ad litem, filed a complaint against Vernon for elder abuse, negligence, violation of Health and Safety Code section 1430, and willful misconduct. Blackmon alleged that while she was a resident at the Facility, Vernon neglected her physical health and failed to administer reasonable care, causing her to become "dehydrated, malnourished, and to develop severe hyperglycemia and severe diabetic ketoacidosis, resulting in significant pain and suffering, generalized weakness, dysphagia, and an overall deterioration in her physical and mental condition."

Vernon filed a motion to compel arbitration, arguing all of Blackmon's claims are subject to arbitration under the Agreement. According to Vernon, Vallin was acting as Blackmon's agent when he signed the Agreement, thereby binding Blackmon to its terms. In any event, Vernon argued, the Agreement's delegation clause required the court to submit to an arbitrator the question of whether Vallin was authorized to bind Blackmon to arbitration.

In support of their motion, Vernon submitted a declaration executed by Jasmine Urdaneta, the Facility's former Admissions Director. Urdaneta went through Blackmon's admission paperwork with Blackmon and Vallin when Blackmon was admitted to the Facility. Although Vallin signed Blackmon's paperwork, including the Agreement, Urdaneta did not recall Blackmon "communicating that she did not authorize her son to sign agreements on her behalf, nor did [Blackmon] object to being admitted to the [F]acility."

Blackmon opposed Vernon's motion. She argued she was not a party to the Agreement because she never signed it and Vallin was not her agent when he signed it, nor was he otherwise authorized to bind her to the Agreement's terms. In support of her motion, Blackmon submitted Vallin's declaration, in which he testified that he never spoke with Blackmon before signing the Agreement or otherwise obtained her consent to sign it on her behalf. Vallin also testified that he did not hold a "Durable Power of Attorney" for Blackmon, nor was he Blackmon's legal guardian or conservator, when he signed the Agreement.

The court denied Vernon's motion. It found Vernon failed to prove Blackmon agreed to arbitrate any disputes arising out of her residency at the Facility. Specifically, the court reasoned, Vernon presented no evidence that Blackmon engaged in any "conduct [that] created an agency relationship" between herself and Vallin.

Vernon appeals.

DISCUSSION

Vernon contends the court erred in denying the motion to compel arbitration because (1) the Agreement requires an arbitrator and not the court, to determine issues of arbitrability, such as whether Blackmon agreed to arbitrate any disputes with Vernon; and (2) Vallin was acting as Blackmon's agent when he signed the Agreement, thereby requiring Blackmon to arbitrate her claims. As we explain, each of these arguments lacks merit.

1. Standard of Review and Applicable Law

The party seeking to compel arbitration bears the burden of proving a valid arbitration agreement exists. (Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 413.) The court resolves a motion to compel arbitration in a summary setting, sitting" 'as a trier of fact, weighing all the affidavits, declarations, and other documentary evidence.'" (Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 164; see also Code Civ. Proc., § 1290.2.) In determining whether a valid arbitration agreement exists, the court applies California law concerning the formation, revocation, and enforcement of contracts (Avery v. Integrated Healthcare Holdings, Inc. (2013) 218 Cal.App.4th 50, 60), even if the challenged agreement would fall within the scope of the Federal Arbitration Act (FAA; 9 U.S.C. § 1 et seq.). (Banner Entertainment, Inc. v. Superior Court (1998) 62 Cal.App.4th 348, 357 ["the FAA does not apply until the existence of an enforceable arbitration agreement is established under state law principles involving formation, revocation and enforcement of contracts generally"].)

We typically review a court's order denying a motion to compel arbitration for abuse of discretion, unless the appeal raises only a pure question of law, in which case we apply a de novo standard of review. (Laswell v. AG Seal Beach LLC (2010) 189 Cal.App.4th 1399, 1406.) We review the court's factual conclusions under the substantial evidence standard. (Lopez v....