UNITED HEALTH SERVICES OF GEORGIA, INC. et al.
ALEXANDER et al.
MCFADDEN, P. J., BRANCH and BETHEL, JJ.
McFadden, Presiding Judge.
issue in this appeal is whether the trial court erred in
denying a motion to enforce an arbitration agreement. Because
the appellants, as the parties seeking arbitration, failed to
carry their burden of proving a valid and enforceable
arbitration agreement, we affirm.
Facts and procedural posture.
12, 2013, Doris Alexander was admitted to
PruittHealth-Forsyth nursing home, formerly known as Heritage
Healthcare of Forsyth. On or about that same date, Carol
Alexander, Doris Alexander's daughter, signed a nursing
home admission agreement and other documents, including an
optional arbitration agreement naming her mother and the
nursing home as parties. The arbitration agreement provided
that it was voluntary and not a precondition to admission to
the nursing home, that the parties waived the right to a jury
trial and instead agreed to have any future disputes between
them resolved by binding arbitration, that an arbitration
decision would be final and unappealable, that the agreement
was governed by the Federal Arbitration Act and not by the
Georgia Arbitration Act, and that the patient/resident could
revoke the agreement within 30 days of signing it. Carol
Alexander signed the agreement on the line designated for the
signature of the patient/resident. Doris Alexander was not
present when her daughter signed the arbitration agreement,
Carol Alexander never showed or discussed the arbitration
agreement with her mother, and Doris Alexander never signed
the agreement herself.
Alexander remained a resident of the nursing home until she
died on February 27, 2014. On May 5, 2015, Jeanette
Alexander, another of Doris Alexander's children and
administrator of her estate, filed a lawsuit against United
Health Services of Georgia, Inc., and other defendants,
asserting multiple causes of action, including claims for
negligence, wrongful death, and medical malpractice. Based on
the arbitration agreement, United Health and other defendants
filed a motion to dismiss or, alternatively, to stay
proceedings and compel arbitration. After a hearing, the
trial court denied the motion, finding that there was no
valid and enforceable arbitration agreement because Carol
Alexander did not have the authority to sign the arbitration
agreement on her mother's behalf. The defendants'
application for interlocutory appeal was granted, and this
Enforceability of the arbitration agreement.
is a matter of contract, meaning that arbitrators derive
their authority to resolve disputes only from the
parties' agreement." Brooks Peanut Co.
v. Great Southern Peanut, 322 Ga.App. 801, 809 (3)
(746 S.E.2d 272) (2013) (citation and punctuation omitted).
Whether a valid and enforceable arbitration agreement exists
is a question of law for the court. We therefore review a
trial court's order granting or denying a motion to
compel arbitration de novo. The [appellants], as the parties
seeking arbitration, bear the burden of proving the existence
of a valid and enforceable agreement to arbitrate. And the
validity of an arbitration agreement is generally governed by
state law principles of contract formation.
McKean v. GGNSC Atlanta, 329 Ga.App. 507, 509 (1)
(765 S.E.2d 681) (2014) (citations and punctuation omitted).
Under Georgia law, to constitute a valid contract, there must
be, among other things, "the assent of the parties to
the terms of the contract." OCGA § 13-3-1.
"Thus, a party cannot be required to submit to
arbitration any dispute which he has not agreed so to
submit." Brooks Peanut Co., supra (citation and
punctuation omitted). See also TranSouth Fin. Corp. v.
Rooks, 269 Ga.App. 321, 324 (1) (604 S.E.2d 562) (2004)
(party seeking to enforce arbitration agreement must prove
assent to the contractual terms).
instant case, Doris Alexander did not personally assent to
the arbitration agreement. United Health and the other
appellants argue, however, that Carol Alexander had both
express and implied authority to act as her mother's
agent and sign the agreement on her mother's behalf.
Indeed, "[t]raditional principles of agency law may bind
a nonsignatory to an arbitration agreement." Triad
Health Mgmt. of Ga, III v. Johnson, 298 Ga.App. 204, 206
(2) (679 S.E.2d 785) (2009) (citation and punctuation
omitted). Under such traditional principles of agency law,
"[t]he relation of principal and agent arises wherever
one person, expressly or by implication, authorizes another
to act for him or subsequently ratifies the acts of another
in his behalf." OCGA § 10-6-1. But contrary to the
appellants' claims, Carol Alexander did not have express
or implied authority to sign the arbitration agreement on her
undisputed that Doris Alexander did not execute a power of
attorney or any other written document expressly authorizing
her daughter Carol Alexander to sign the arbitration
agreement or otherwise act for her. See Life Care Centers
of America v. Smith, 298 Ga.App. 739, 743-744 (1) (681
S.E.2d 182) (2009) (arbitration agreement signed by nursing
home resident's daughter was unenforceable where daughter
had no general power of attorney, but only a power of
attorney for health care decisions). Compare Triad Health
Mgmt., supra at 207-208 (2) (arbitration agreement
signed by son for father was enforceable where a general
power of attorney expressly gave the son full power and
authority to act on behalf of father). Nevertheless, the
appellants contend that a written agency agreement was not
required and because the daughter had previously signed
certain medical documents for her mother, who had not
objected, such conduct amounted to the mother expressly
granting her daughter general authority to act as her agent
without limitation. We disagree.
true that "a contract of agency signed by both parties
is not essential to the creation of the principal-agent
relationship. Existence of an agency may be established by
proof of circumstances, apparent relations, and conduct of
the parties." Clyde Chester Realty Co. v.
Stansell, 151 Ga.App. 357, 358 (1) (A) (259 S.E.2d 639)
(1979). However, the conduct of the parties here does not
establish that Doris Alexander expressly granted Carol
Alexander the general authority to act as her agent without
limitation. While Carol Alexander deposed that her mother had
not objected when she previously signed documents, Carol
Alexander further explained that her mother did not know
about the specific paperwork that she was signing and that
they had never actually discussed the daughter making
decisions for her mother. With regard to the nursing home
documents, including the arbitration agreement, Carol
Alexander testified that her mother never provided her
express permission to sign any of those documents. Moreover,
Gloria Hammond, who had signed the arbitration agreement for
the nursing home as its own authorized agent and who had
presented the agreement to Carol Alexander for her signature,
testified that she knew that Carol Alexander did not have a
power of attorney to act for Doris Alexander and that there
was no evidence that Doris Alexander had expressly authorized
her daughter to sign the agreement. Under these
circumstances, while the prior conduct of Doris Alexander may
have authorized Carol Alexander to sign certain medical forms
for her, "there is no evidence that [Doris Alexander],
prior to or at her admission to the nursing home, gave [her
daughter] express authority to enter into the [arbitration]
agreement on her behalf." McKean, supra at 509
(1) (a). See also Ashburn Health Care Center v.
Poole, 286 Ga.App. 24, 26-27 (648 S.E.2d 430) (2007)