MILLER, P. J., ELLINGTON, P. J., and ANDREWS, J.
Coleman sued numerous defendants for negligence, medical
malpractice, fraud, and other claims relating to his care at
a nursing home. The defendants subsequently moved to dismiss
or stay the proceedings and compel arbitration. The trial
court granted the motion, staying the lawsuit pending
conclusion of the arbitration. We granted Coleman's
application for interlocutory review, and for reasons that
follow, we reverse.
appeal, we review the record de novo to determine whether the
trial court's order compelling arbitration is correct as
a matter of law. See Ashburn Health Care Center v.
Poole, 286 Ga.App. 24, 24 (648 S.E.2d 430) (2007). So
viewed, the record shows that Coleman lived with his sister
and brother-in-law, Charles Biggerstaff. On September 7,
2009, Coleman signed an Advance Directive for Health Care
appointing his sister and Biggerstaff as health care agents
authorized "to make health care decisions for
[him]." The directive permitted the Biggerstaffs to
render any health care decisions that Coleman could make,
To authorize [Coleman's] admission to or discharge
(including transfers) from any hospital, skilled nursing
facility, hospice, or other health care facility or service;
To request, consent to, withhold, or withdraw any type of
health care; and
To contract for any health care facility or service for
[Coleman], and to obligate [Coleman] to pay for these
April 2013, Coleman was admitted to Heritage Healthcare of
Forsyth for long-term nursing care. Coleman signed his
admission documents, including a voluntary arbitration
agreement with the Forsyth facility, and indicated on various
forms that Biggerstaff was his "representative" or
"responsible party." At some point, however,
Coleman began exhibiting memory and behavioral issues that
the Forsyth facility could not address, and he was
transferred to the memory unit at Heritage Healthcare of
Macon in March 2014.
signed Coleman's admission paperwork at the Macon
facility as "Patient/Resident Representative, "
executing, among other things, a voluntary arbitration
agreement. Pursuant to that agreement, the parties -
designated as the Macon facility, Coleman, and Biggerstaff -
purportedly agreed to waive their right to a jury trial and
resolve any disputes through binding arbitration. Coleman did
not sign the Macon arbitration agreement and was not present
when Biggerstaff executed it.
December 2014, Coleman filed suit against the Macon facility
and other defendants for injuries he allegedly sustained
while residing at the home. The defendants answered and moved
to compel arbitration, pointing to the arbitration agreement
signed by Biggerstaff. The trial court granted the motion,
but issued a certificate of immediate review, and we granted
Coleman's application for interlocutory appeal.
the parties seeking arbitration, the defendants bear the
burden of establishing that a valid and enforceable
arbitration agreement exists. See Triad Health Mgmt. of
Ga., III v. Johnson, 298 Ga.App. 204, 206 (2) (679
S.E.2d 785) (2009). "Whether there is a valid agreement
to arbitrate is generally governed by state law principles of
contract formation, and is appropriate for determination by
the court." Id. A contract is valid only if the
parties assented to the contract terms. See United Health
Svcs. of Ga. v. Alexander, 342 Ga.App. 1, 2 (2) (802
S.E.2d 314) (2017). "Thus, a party cannot be required to
submit to arbitration any dispute which he has not agreed so
to submit." Id. (citation and punctuation
Coleman did not personally sign the arbitration document,
"traditional principles of agency law may bind a
nonsignatory to an arbitration agreement." Id.
at 3 (citation and punctuation omitted). This "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. In granting the
defendants' motion, the trial court found that Coleman
authorized Biggerstaff to sign the arbitration agreement for
him. We disagree.
Express Authority. According to the defendants,
Coleman expressly permitted Biggerstaff to sign the agreement
by executing the Advance Directive for Healthcare. That
document, however, appointed Biggerstaff as Coleman's
agent for health care decisions. Undoubtedly, he was
authorized to sign the admission agreement and take other
action necessary to admit Coleman to the Macon facility. By
its terms, however, the arbitration agreement was voluntary
and "not a precondition to admission, expedited
admission, or the furnishing of services."
Biggerstaff's decision to execute the arbitration
agreement cannot be viewed as a health care decision. See
Life Care Centers of America v. Smith, 298 Ga.App.
739, 743-744 (1) (681 S.E.2d 182) (2009) ("[T]he
execution of an arbitration agreement is considered a health
care decision within the authority of a health care
surrogate, only when that arbitration provision is
required for admission to the nursing home.")
(emphasis in original). The advance directive, therefore, did
not authorize Biggerstaff to sign the agreement for Coleman.
defendants also contend that Coleman expressly authorized his
brother-in-law to enter the Macon arbitration agreement by
naming Biggerstaff as his representative or "responsible
party" in the Forsyth admission papers. Biggerstaff,
however, denied that Coleman gave him broad agency authority,
noting that he was only Coleman's agent with respect to
health care issues. And the record contains no evidence that
Coleman expressly permitted Biggerstaff to make anything
other than health care decisions. Accordingly, the defendants
have not shown express authority. See United Health Svcs.
of Ga., supra at 4 (2) (a) (although mother may have
authorized daughter to sign medical forms for her, there was
no evidence that she gave daughter express authority to enter
arbitration agreement on her behalf); Life Care Centers
of America, supra ...