Pembroke Health Facilities, L.P. v. Ford, CIVIL ACTION 5:16-CV-00158-TBR

PEMBROKE HEALTH FACILITIES, L.P.d/b/a CHRISTIAN HEIGHTS NURSING ANDREHABILITATION CENTER, et al. PLAINTIFFS v. NANCY FORD, et al. DEFENDANTS

CIVIL ACTION 5:16-CV-00158-TBR

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF KENTUCKY PADUCAH DIVISION

June 7, 2017

Memorandum Opinion and Order

This matter is before the Court upon two motions. Defendants move to dismiss Plaintiffs' complaint, and Plaintiffs move to compel arbitration and enjoin Defendants from further pursuing related state court litigation. [DN 7; DN 11.] Both motions have been fully briefed and are ripe for adjudication. For the following reasons, Defendants' motion to dismiss [DN 7] is DENIED, and Plaintiffs' motion to compel arbitration [DN 11] is GRANTED IN PART and DENIED IN PART.

I. Facts and Procedural History

The facts relevant to the instant motions are undisputed. For approximately twenty-one days in 2015, Ondice Eugene Ford resided at Christian Heights Nursing and Rehabilitation Center in Pembroke, Kentucky. [DN 7-1 at 1.] During his stay, Nancy Ford and Tammy Jones, Eugene's wife and daughter, allege Eugene "suffered physical and emotional injuries due to inadequate care, and [his] health and physical condition deteriorated beyond that caused by the normal aging process." [Id. at 2.] Sadly, Eugene passed away. Nancy and Tammy filed suit in Christian County, Kentucky Circuit Court against various persons and entities associated with Christian Heights. That case is styled Ford, et al. v. Pembroke Health Facilities, L.P., d/b/a/ Christian Heights Nursing and Rehabilitation Center, et al., Civil Action No. 16-CI-00846. See [DN 1-3.] In their state suit, Nancy and Tammy assert negligence, loss of spousal consortium, and wrongful death claims. See [id.]

In turn, Plaintiffs filed suit in federal court, naming Nancy and Tammy as defendants.¹ See [DN 1.] They claim that a document executed by Nancy, Eugene's power of attorney, requires all of Defendants' claims in the Christian Circuit Court action be sent to arbitration. That document, entitled the "Alternative Dispute Resolution Agreement - Kentucky," states that Eugene and the nursing home "voluntarily agree that any disputes covered by this Agreement . . . that may arise between the Parties shall be resolved exclusively by an ADR process that shall include mediation and . . . binding arbitration." [DN 1-2 at 1.] The Agreement was signed by Nancy Ford and Ashley West, the nursing home's business manager. [Id. at 5.]

In pertinent part, the Agreement provides that it applies to "any and all disputes arising out of or in any way relating to this Agreement or to the Resident's stay at the Center that would constitute a legally cognizable cause of action in a court of law sitting in the Commonwealth of Kentucky." [Id. at 2.] Any arbitration "shall be conducted by a Neutral and administered by an independent,impartial entity" pursuant to "the Extendicare Health Services, Inc. Alternative Dispute Resolution Rules of Procedure . . . then in effect." [Id. at 2-3.] Further, the fourth page of the Agreement contains conspicuous language regarding the waiver of a right to a jury trial:

THE PARTIES UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT BY ENTERING INTO THIS AGREEMENT THEY ARE GIVING UP THEIR CONSTITUTIONAL RIGHT TO HAVE THEIR DISPUTES DECIDED BY A COURT OF LAW OR TO APPEAL ANY DECISION OR AWARD OF DAMAGES RESULTING FROM THE ADR PROCESS EXCEPT AS PROVIDED HEREIN. THIS AGREEMENT GOVERNS IMPORTANT LEGAL RIGHTS. YOUR SIGNATURE BELOW INDICATES YOUR UNDERSTANDING OF AND AGREEMENT TO THE TERMS SET OUT ABOVE. PLEASE READ IT COMPLETELY, THOROUGHLY AND CAREFULLY BEFORE SIGNING.

[Id. at 4 (emphasis in original).] Nancy Ford initialed the Agreement immediately after this passage. Signing the Agreement was not a condition of Eugene's admission to Christian Heights. [Id. at 1.]

Nancy signed the Agreement on Eugene's behalf pursuant to a 2006 general durable power of attorney (POA). See [DN 1-4.] By executing the POA, Eugene vested Nancy with "full power . . . to transact, handle, and dispose of all matters affecting me and[/]or my estate in any possible way." [Id. at 1.] The POA goes on to list several specific delegations of authority, including the power "[t]o make contracts" and "to make all decisions regarding my health care and medical treatment." [Id. at 1-2.]

After Nancy and Tammy filed suit in Christian Circuit Court, Plaintiffs initiated this action. They seek to enforce the Agreement and compel Defendants'claims in the state action to arbitration. Defendants oppose arbitration and seek dismissal of Plaintiffs' complaint.

II. Discussion

As this Court recently recognized, Defendants' arguments are not novel. GGNSC Louisville Mt. Holly, LLC v. Turner, No. 3:16-CV-00149-TBR, 2017 WL 537200, at *3 (W.D. Ky. Feb. 9, 2017). Rather, each argument has been raised before, and rejected by, multiple federal district judges sitting in this Commonwealth. See id. (listing cases). Defendants have presented the Court with no compelling reason why it should depart from this precedent. Therefore, as more fully explained below, Defendants' motion to dismiss must be denied. However, under Kentucky law, Defendants' wrongful death and loss of consortium claims belong to Defendants rather than Eugene Ford's estate, and are therefore not subject to arbitration.

A. Motion to Dismiss

In their motion, Defendants assert several grounds for dismissal. Many of their arguments overlap with those raised in their response to Plaintiffs' motion to compel arbitration. The Court will address Defendants' jurisdictional arguments in considering their motion to dismiss, as Defendants' arguments regarding the Agreement's validity are more appropriately considered as they relate to Plaintiffs' motion.

(1) Subject-Matter Jurisdiction

First, Defendants argue the Court lacks subject-matter jurisdiction over this action. The parties agree that Plaintiffs' complaint does not state a cause of action giving rise to federal question jurisdiction under 28 U.S.C. § 1331. They also agree that the parties before the Court are completely diverse. Defendants claim, however, that Plaintiffs failed to join a necessary party - Tammy Workman, the nursing home administrator at Christian Heights. Workman is a named defendant in the state suit and a Kentucky resident. [DN 1-3 at 2.] Citing Vaden v. Discover Bank, 556 U.S. 49 (2009), Defendants argue the Court should "look through" to the underlying dispute between the parties. And because Workman owed Eugene Ford common-law and statutory duties of care, Defendants say, she is also an indispensable party to this action that destroys diversity jurisdiction under 28 U.S.C. § 1332.

In Vaden, the Supreme Court held that in considering petitions to compel arbitration arising under § 4 of the Federal Arbitration Act (FAA), the district court possesses jurisdiction "only if, 'save for' the [arbitration agreement], the entire, actual 'controversy between the parties,' as they have framed it, could be litigated in federal court." Vaden, 556 U.S. at 66. However, the Court limited its holding to cases involving federal question jurisdiction. Id. at 62. As this Court and numerous others have held, the "look through" doctrine does not apply when diversity of citizenship supplies the basis for the district court's jurisdiction. See, e.g., Northport Health Servs. of Ark. v. Rutherford, 605 F.3d 483, 489-91 (8th Cir.2010); GGNSC Louisville Hillcreek, LLC v. Watkins, No. 3:15-cv-902-DJH, 2016 WL 815295, at *2 (W.D. Ky. Feb. 29, 2016); GGNSC Frankfort, LLC v. Tracy, No. 14-30-GFVT, 2015 WL 1481149, at *3 (E.D. Ky. Mar. 31, 2015); Sun Heathcare Grp., Inc. v. Dowdy, No. 5:13-CV-0169, 2014 WL 790916, at *1 (W.D. Ky. Feb. 26, 2014).

Neither must this case be dismissed for failure to join Workman as an indispensable party to this case. Workman's mere presence in the state court action does not make her indispensable here. See PaineWebber, Inc. v. Cohen, 276 F.3d 197, 203-04 (6th Cir. 2001). Further, Workman is not an indispensable party under Rule 19, because here, the Court is able to "accord complete relief among [the] existing parties," and her interest in the case is the same interest possessed by the named Plaintiffs. Fed. R. Civ. P. 19(a)(1)(A)-(B). Because Workman is not an indispensable party to this action, the Court need not address Rule 19(b). Sch. Dist. of City of Pontiac v. Sec'y of U.S. Dep't of Educ., 584 F.3d 253, 264-65 (6th Cir. 2009). This action may proceed in Workman's absence. See, e.g., GGNSC Louisville St. Matthews v. Madison, No. 3:16-CV-00830-TBR, 2017 WL 2312699, at *4 (W.D. Ky. May 26, 2017); Watkins, 2016 WL 815295, at *2-3; Diversicare of Nicholasville, LLC v. Lowry, 213 F. Supp. 3d 859, 862-65 (E.D. Ky. 2016); GGNSC Louisville Hillcreek, LLC v. Warner, No. 3:13-CV-752-H, 2013 WL 6796421, at *3-4 (W.D. Ky. Dec. 19, 2013).

(2) Colorado River Abstention

Defendants next argue that even if the Court possesses subject-matter jurisdiction over this action, it should abstain from exercising that jurisdictionpursuant to Colorado River Water Conservation District v. United States, 424 U.S. 800 (1976). In Colorado River, the Supreme Court recognized that while "the pendency of an action in the state court is no bar to proceedings concerning the same matter in the Federal court," the "general principle is to avoid duplicative litigation" between parallel suits in federal and state court. Id. at 817. However, the Court characterized this doctrine as "an extraordinary and narrow exception to the duty of a District Court to adjudicate a controversy properly before it." Id. at 813.

The Sixth Circuit has set forth eight factors to be considered by the Court in determining whether it should exercise Colorado River abstention.² Great Earth Cos., Inc. v. Simons, 288 F.3d 878, 886 (6th Cir. 2002). Other courts have thoughtfully considered these factors in this same context, concluding they weigh heavily against abstention. See, e.g., M...