Reed v. Eastside Med. Ctr., Civil Action No. 1:19-cv-03967-SDG

KENNETTE REED, as Surviving Spouseand Administrator of the Estate of Edd Lee Reed, deceased, Plaintiff, v. EASTSIDE MEDICAL CENTER, LLC; LP ATLANTA, LLCd/b/a/ SIGNATURE HEALTHCARE OF BUCKHEAD;SIGNATURE HEALTHCARE CLINICAL CONSULTING SERVICES, LLC;SIGNATURE HEALTHCARE CONSULTING SERVICES, LLC;LP O HOLDINGS, LLC; JOHN DOES (1-5);and ABC CORPORATIONS (1-5), Defendants.

Civil Action No. 1:19-cv-03967-SDG

UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION

May 14, 2021

OPINION AND ORDER

After suffering a stroke, Edd Lee Reed (Eddie) was hospitalized at Defendant Eastside Medical Center, LLC (Eastside) from July 29 through September 5, 2017.¹ On September 5, Eddie was transferred to a long term care facility (the Facility)—Defendant LP Atlanta, LLC (doing business as Signature HealthCARE of Buckhead).² Eddie's wife, Plaintiff Kennette Reed (Kennette), heldhis power of attorney and was given various paperwork to sign so that Eddie could be admitted to the Facility.³ Understandably, Kennette is uncertain of what she signed that day.⁴ The parties do not, however, dispute that Kennette had the authority to sign documents on Eddie's behalf.⁵ Among the documents that Kennette purportedly signed was an Agreement to Informally Resolve and Arbitrate All Disputes (the Arbitration Agreement).⁶ Eddie was discharged from the Facility on September 24, 2017, and died two days later.⁷ Kennette alleges that Eddie's death was the result of Defendants' negligence.⁸

The Court previously denied without prejudice the Signature Defendants' (LP Atlanta, LLC; Signature HealthCARE Clinical Consulting Services, LLC; Signature HealthCARE Consulting Services, LLC; and LP O HOLDINGS, LLC) motion to compel Kennette to engage in the alternative dispute resolution (ADR) process required by the Arbitration Agreement because there were questions about the authenticity of the electronic signature on the document and whetherthere was a meeting of the minds among the parties to the agreement.⁹ After conducting limited discovery, the Signature Defendants now move for summary judgment concerning the enforceability of the Arbitration Agreement.¹⁰ The motion is fully briefed and the Court held argument on May 4, 2021. For the reasons stated below, the Signature Defendants' motion [ECF 46] is GRANTED. Kennette must submit her claims against them to the dispute resolution process outlined in the Arbitration Agreement.

I. Undisputed Facts

Despite the vigorous arguments on both sides, the facts detailed in this Order are largely undisputed by the parties. The parties' disagreement is about the legal import of those facts.

a. The contents of the Arbitration Agreement are not in dispute.

The Arbitration Agreement states, in pertinent part,

AGREEMENT TO INFORMALLY RESOLVE AND

ARBITRATE ALL DISPUTES

. . . .Please know we require all new residents and/or their

legal representatives to read, agree, and sign this

Agreement for admission.

. . . .

RESIDENT, FACILITY, AND ANY OTHER PERSON SIGNING THIS DOCUMENT UNDERSTAND AND AGREE THAT:

1. If a dispute or legal claim of any kind . . . arises between the parties signing this agreement . . . :

- We will first try and resolve the dispute informally between ourselves.

- If we do not succeed, we will mediate the dispute.

- If mediation is not successful, we will arbitrate the dispute.

2. The arbitrator will be a neutral person who will decide our dispute, and who we agree:

. . . .

- Will decide all questions about this agreement, including but not limited [to] whether the person(s) signing it has proper authority and whether it is enforceable.

. . . .

THIS MEANS THAT NO ONE WILL FILE A LAWSUIT AGAINST THE OTHER, AND THAT EACH PARTY IS GIVING UP, OR WAIVING, THE RIGHT TO FILE A LAWSUIT AND HAVE A JUDGE OR A JURY DECIDE THE DISPUTE AND/OR ANY ISSUES ABOUT THIS AGREEMENT . . . .¹¹

Paragraph 11, on the last page of the document, applies when the resident (i.e., Eddie) is not signing on his own behalf. It reflects the following:¹²

[ONLY COMPLETE THIS SECTION, NO. 11, IF THE RESIDENT IS NOT SIGNING HIM/HERSELF.]

11. If I am not the Resident and am signing on the Resident's behalf, I have shown the Facility evidence of my authority to sign for the Resident, or represented my authority to the Facility with the intention and understanding that the Facility is relying on my representation:

a. I have legal authority to sign this agreement:

(Check all that apply)

- The Resident, while able, gave me oral authority to make decisions for him/her ___

- I have handled the Resident's legal and business affairs for ___ (years / months) ___

- The Resident signed a written document allowing me to make decisions for him/her (e.g., POA, health care surrogate, living will) ___

- I am recognized as the health care decision maker or surrogate under state law ___

- A court has given me written authority to act and make decisions for the Resident (e.g., conservator or guardian) ___

b. By allowing the Facility's care and treatment for the Resident, I ratify this agreement, and will not, individually or as a representative of the Resident, contest its validity or enforceability ___

c. I understand and agree that the Resident and his/her agents, heirs, beneficiaries, estate, and assigns are intended beneficiaries of, and will be bound by, this agreement. ___

None of the lines are checked or initialed.¹³ Just below Paragraph 11 are the words "SIGN HERE!" and an acknowledgment:

I HAVE READ THIS DOCUMENT, UNDERSTAND IT, HAVE HAD THE CHANCE TO ASK QUESTIONS, AND ACKNOWLEDGE MY RIGHT TO SPEAK WITH AN ATTORNEY ABOUT THIS. I UNDERSTAND THIS AGREEMENT IS REQUIRED FOR ADMISSION TO THE FACILITY. I VOLUNTARILY CONSENT TO ALL OF ITS TERMS . . . .¹⁴

This is followed by the signature block:¹⁵

Date: 9/5/2017 | 1:19:08 PM EDT

/s/_________

Resident's Signature

DocuSigned by:

/s/_________

Facility Representative

DocuSigned by:

/s/_________

Resident's Authorized Representative/ Individual* Signature

*Representative understands and agrees s/he is signing in both representative and individual capacities.

The text above the electronic signatures says "DocuSigned by."¹⁶ The asterisked text below the representative signature line says "*Representative understands and agrees s/he is signing in both representative and individual capacities."¹⁷ No one disputes the content of the Arbitration Agreement.¹⁸

b. The undisputed facts put forward by the Signature Defendants

The Signature Defendants assert that the following facts are relevant and undisputed. At all relevant times, admissions personnel at the Facility receive extensive training on the admissions process, including the procedures forpresenting admissions documents.¹⁹ These personnel were specifically instructed that acceptance of the Arbitration Agreement was a "mandatory condition" of admission.²⁰ This was the routine practice at the time Eddie was admitted.²¹ Facility personnel were trained to follow the same process for every admission.²²

After Eddie arrived at the Facility on September 5, 2017, an employee (Deon Doxie) presented Kennette with various paperwork.²³ Prior to that, Doxie had received training about the protocol for presenting admissions documents, including specific training on presenting the Arbitration Agreement.²⁴ Doxie executed certain documents on behalf of the Facility.²⁵

Kennette electronically signed Eddie's admissions paperwork using DocuSign; certain "clinical documents" needed "for the immediate provision of care," however, were wet signed.²⁶ The electronically signed documents wereautomatically combined into a digital envelope and saved to the Facility's system.²⁷ DocuSign automatically generated a Certificate of Completion that shows when Kennette was presented with, viewed, and signed those documents.²⁸

Kennette does not contest the accuracy of these facts or cite to evidence refuting them. LR 56.1(B)(2)(a)(2)(i), NDGa. Rather, she asserts that they are not material.²⁹ She also objects to nearly all of these facts as failing to comply with the Local Rules, failing to prove the existence of an agreement to arbitrate, or both.³⁰

c. Kennette testified to a general lack of recollection.

During her deposition, Kennette testified that she recalled "signing some paperwork when [Eddie] was brought to Signature. But in the throes of all of that, the emotion of it and all of that, I couldn't—I couldn't tell you for sure what I signed."³¹ Kennette consistently testified that she could not recall what she had signed, and that she did not recall signing anything electronically on September 5.³² When shown a copy of the Arbitration Agreement, Kennette testified that shedid not recognize it, did not recall seeing it before, and does not recall electronically signing it or authorizing someone to sign it on her behalf.³³ She testified: "I can only state that I do not recall signing this agreement, or any other agreement electronically."³⁴

Kennette also testified that she does not have any evidence that someone forged her signature on the electronically signed documents.³⁵ She did suggest there may have been an impropriety because her name is misspelled on some of them (i.e., it is missing the terminal "e")—something she would usually correct—but that the signature in the signature block spells her name correctly on those documents.³⁶ As for the wet-signed documents, Kennette testified that she did not recall signing them, but that they indeed bore her signature.³⁷

II. Legal Standard

Summary judgment is appropriate when "there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law."Fed. R. Civ. P. 56(a). A fact is "material" only if it can affect the outcome of the lawsuit under the governing legal principles. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A factual dispute is "'genuine' . . . if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Id.

A party seeking summary judgment has the burden of informing the...