PORTFOLIO ONE, LLC D/B/A/ MANORCARE HEALTH SERVICES-WASHINGTON TOWNSHIP et al v. JOIE et al, No. 1:2017cv00579 - Document 40 (D.N.J. 2019)
Court Description: OPINION. Signed by Judge Joseph H. Rodriguez on 1/23/2019. (rtm, )
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PORTFOLIO ONE, LLC D/B/A/ MANORCARE HEALTH SERVICES-WASHINGTON TOWNSHIP et al v. JOIE et al Doc. 40 U N ITED S TATES D ISTRICT COU RT D ISTRICT OF N EW JERSEY _______________________ PORTFOLIO ONE, LLC, et al., Plaintiffs, v. GINA M. J OIE, et al., Defendants. _______________________ : : : : : : : : : : Hon. J oseph H. Rodriguez Civil Action No. 17-579 OPINION This m atter is before the Court on cross-m otions for sum mary judgm ent on the issue of whether the parties should be com pelled to arbitrate their case of nursing home neglect. Having considered the parties’ subm issions, the Court decides this matter without oral argum ent pursuant to Federal Rule of Civil Procedure 78. For the reasons stated below, this Court denies Defendants’ m otion for sum m ary judgm ent and grants Plaintiffs’ cross-m otion for sum m ary judgm ent. Background Plaintiffs Portfolio One, LLC d/ b/ a ManorCare Health ServicesWashington Township, HCR ManorCare, Inc., and ManorCare Health Services, LLC filed a Com plaint before this Court to com pel arbitration of a dispute with Defendants Gina M. J oie and Danielle N. Griffith, executors of the estate of their father, J ohn T. Bombara, who had been a patient in Plaintiffs’ facility when he passed away on J uly 7, 20 14. 1 Dockets.Justia.com On February 24, 20 13, Defendant Danielle N. Griffith signed a docum ent titled Voluntary Arbitration Agreement (“Agreem ent”) on behalf of decedent J ohn T. Bom bara with respect to decedent’s adm ission to the Plaintiffs’ licensed skilled-nursing facility. At that tim e, Griffith held a General Durable Power of Attorney executed by her father in 20 11, authorizing her to “defend, settle, adjust, com pound, subm it to arbitration and com prom ise all actions, suits, accounts, reckonings, claim s and dem ands whatsoever that are now, or hereafter shall be, pending between [her father] and any person, firm, association or corporation, in such m anner and in all respects as [Griffith] shall think fit[.]” The top of the first page of the Agreement stated, in bold, capitalized lettering: TH E PARTIES ARE W AIVIN G TH EIR RIGH T TO A TRIAL BEFORE A JU D GE OR JU RY OF AN Y D ISPU TE BETW EEN TH EM. PLEASE READ CAREFU LLY BEFORE SIGN IN G. TH E PATIEN T W ILL RECEIVE SERVICES IN TH IS CEN TER W H ETH ER OR N OT TH IS AGREEMEN T IS SIGN ED . ARBITRATION IS D ESCRIBED IN TH E VOLU N TARY ARBITRATION PROGRAM BROCH U RE COPY, ATTACH ED AN D MAD E PART OF TH IS AGREEMEN T. Paragraph 1 of the Agreement provides, in relevant part: 1. Agre e m e n t to Arbitrate “D is p u te s ”: All claim s arising out of or relating to this Agreem ent, the Adm ission Agreem ent or any and all past or future adm issions of the Patient at this Center, or any sister Center operated by any subsidiary of HCR 2 ManorCare, Inc. (“Sister Center”), including claim s for m alpractice, shall be subm itted to arbitration. Paragraph 3 of the Agreement states, in relevant part, that the “Parties agree and intend that this Agreement, the Adm ission Agreem ent, and the Patient’s stays at the Center substantially involve interstate com m erce, and stipulate that the Federal Arbitration Act (“FAA”) and applicable federal case law apply to this Agreement, [and] preem pt any inconsistent State law[.]” Paragraph 5 of the Agreement states: 5. So le D e cis io n Make r: Except as otherwise provided in 6 below, the [Arbitration] Panel is empowered to, and shall, resolve all disputes, including without lim itation, any disputes about the m aking, validity, enforceability, scope, interpretation, voidability, unconscionability, preem ption, severability, and/ or waiver of this Agreem ent or the Adm ission Agreem ent, as well as resolve the Parties’ underlying disputes, as it is the Parties’ intent to avoid involving the court system . Paragraph 8 of the Agreement allows the signatory to cancel the Agreement within thirty (30 ) days of signing by sending written notice via certified m ail. Paragraph 8 also states “[i]f not cancelled, this Agreem ent shall be binding on the Patient for this and all of Patient’s subsequent adm issions to the Center or any Sister Center without any need for further renewal.” Im mediately preceding the signature block of the Agreem ent, the following text appears: TH E PARTIES CON FIRM TH AT EACH OF TH EM U N D ERSTAN D S TH AT EACH H AS W AIVED TH E 3 RIGH T TO A TRIAL BEFORE A JU D GE OR JU RY AN D TH AT EACH CON SEN TS TO ALL OF TH E TERMS OF TH IS VOLU N TARY AGREEMEN T. PATIEN T ACKN OW LED GES TH E RIGH T TO REVIEW TH IS AGREEMEN T W ITH AN ATTORN EY OR FAMILY BEFORE SIGN IN G. Beneath that text, Plaintiff, Danielle N. Griffith, signed her nam e in the space designated for the “Patient’s Legal Representative[.]” Defendants initiated a State court action on or about October 5, 20 15 by filing a Complaint in a case captioned Gina M. Joie and Danielle N . Griffith, General Executors and Executors Ad Prosequendum of the Estate of John T. Bom bara v. ManorCare Health Services-W ashington Tow nship, HCR ManorCare, Inc., ManorCare Health Services, Portfolio One, LLC, and Anthony Stinson, Adm inistrator in the Superior Court of New J ersey, Law Division, Gloucester County, Docket No.: GLO-L-1375-15 (“State court action”). Defendants subsequently filed an Am ended Com plaint in the State court action on April 29, 20 16. On J anuary 27, 20 17, Plaintiffs filed the Com plaint in this Court to com pel arbitration of the dispute. On September 21, 20 17, the Court granted lim ited discovery on the issue of arbitrability. Subsequent to such discovery, the parties filed cross-m otions for summ ary judgm ent that are presently before the Court. 4 Applicable Standard “Sum m ary judgment is proper if there is no genuine issue of m aterial fact and if, viewing the facts in the light m ost favorable to the non-m oving party, the m oving party is entitled to judgm ent as a m atter of law.” Pearson v. Com ponent Tech. Corp., 247 F.3d 471, 482 n.1 (3d Cir. 20 0 1) (citing Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986)); accord Fed. R. Civ. P. 56 (a). Thus, the Court will enter sum mary judgment in favor of a m ovant who shows that it is entitled to judgm ent as a m atter of law, and supports the showing that there is no genuine dispute as to any m aterial fact by “citing to particular parts of m aterials in the record, including depositions, docum ents, electronically stored inform ation, affidavits or declarations, stipulations . . . adm issions, interrogatory answers, or other m aterials.” Fed. R. Civ. P. 56 (c)(1)(A). An issue is “genuine” if supported by evidence such that a reasonable jury could return a verdict in the nonmoving party’s favor. Anderson v. Liberty Lobby , Inc., 477 U.S. 242, 248 (1986). A fact is “material” if, under the governing substantive law, a dispute about the fact m ight affect the outcom e of the suit. Id. In determ ining whether a genuine issue of m aterial fact exists, the court m ust view the facts and all reasonable inferences drawn from those facts in the light m ost favorable to the nonm oving party. 5 Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). Initially, the m oving party has the burden of dem onstrating the absence of a genuine issue of m aterial fact. Celotex, 477 U.S. at 323. Once the m oving party has m et this burden, the nonm oving party m ust identify, by affidavits or otherwise, specific facts showing that there is a genuine issue for trial. Id.; Maidenbaum v. Bally ’s Park Place, Inc., 870 F. Supp. 1254, 1258 (D.N.J . 1994). Thus, to withstand a properly supported m otion for sum m ary judgment, the nonm oving party m ust identify specific facts and affirm ative evidence that contradict those offered by the m oving party. Anderson, 477 U.S. at 256-57. “A nonmoving party m ay not ‘rest upon m ere allegations, general denials or . . . vague statem ents . . . .’” Trap Rock Indus., Inc. v. Local 825, Int’l Union of Operating Eng’rs, 982 F.2d 884, 890 (3d Cir. 1992) (quoting Quiroga v. Hasbro, Inc., 934 F.2d 497, 50 0 (3d Cir. 1991)). Indeed, the plain language of Rule 56(c) m andates the entry of sum m ary judgment, after adequate time for discovery and upon m otion, against a party who fails to m ake a showing sufficient to establish the existence of an elem ent essential to that party’s case, and on which that party will bear the burden of proof at trial. Celotex, 477 U.S. at 322. That is, the movant can support the assertion that a fact cannot be genuinely disputed by showing that “an adverse party 6 cannot produce adm issible evidence to support the [alleged dispute of] fact.” Fed. R. Civ. P. 56(c)(1)(B); accord Fed. R. Civ. P. 56(c)(2). In deciding the m erits of a party’s m otion for sum m ary judgm ent, the court’s role is not to evaluate the evidence and decide the truth of the m atter, but to determ ine whether there is a genuine issue for trial. Anderson, 477 U.S. at 249. Credibility determ inations are the province of the factfinder. Big Apple BMW , Inc. v. BMW of N . Am ., Inc., 974 F.2d 1358, 1363 (3d Cir. 1992). Discussion A m andatory arbitration provision in a nursing home or assisted living facility agreem ent is generally enforceable. See Marm et Health Care Ctr., Inc. v. Brow n, 565 U.S. 530 , 532-33 (20 12). Because nursing home agreements involve interstate comm erce, arbitration provisions contained therein are governed by the Federal Arbitration Act, 9 U.S.C. § 2 (“FAA”); thus, the FAA preem pts the anti-arbitration provision contained in N.J . Stat. Ann. § 30 :13-8.1. Estate of Ruszala v. Brookdale Living Com m unities, Inc., 1 A.3d 80 6, 817-18 (N.J . Super. Ct. App. Div. 20 10 ). Before compelling arbitration, however, courts m ust be satisfied that the parties have an agreement to arbitrate, because “arbitration is a m atter of contract and a party cannot be required to subm it to arbitration any 7 dispute which he has not agreed so to subm it.” AT & T Techs., Inc. v. Com m c’ns W orkers of Am ., 475 U.S. 643, 648 (1986) (citations om itted). The Court m ust decide, first, whether “there is an agreem ent to arbitrate” and, second, whether “the dispute at issue falls within the scope of that agreement.” Century Indem . Co. v. Certain Underw riters at Lloy d’s, London, subscribing to Retrocessional Agreem ent Nos. 950 548, 950 549, & 950 646, 584 F.3d 513, 523 (3d Cir. 20 0 9). When the parties have a valid arbitration agreement, “any doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration[.]” Mitsubishi Motors Corp. v. Soler Chry sler-Ply m outh, Inc., 473 U.S. 614, 626 (1985) (citation om itted). General State law principles are utilized to determ ine whether the parties have agreed to arbitrate. Alim ents Krispy Kernels, Inc. v. N ichols Farm s, 851 F.3d 283, 289 (3d Cir. 20 17). Here, the parties acknowledge that New J ersey law determ ines whether there was an agreem ent to arbitrate. Under New J ersey contract principles, “[a]n enforceable agreement requires m utual assent, a meeting of the m inds based on a com m on understanding of the contract term s.” Morgan v. Sanford Brow n Inst., 137 A.3d 1168, 1180 (N.J . 20 16). “[A]ny contractual waiver-of-rights provision m ust reflect that the party has agreed clearly and unam biguously 8 to its term s.” Atalese v. U.S. Legal Servs. Grp., L.P., 99 A.3d 30 6, 313 (N.J . 20 14) (internal quotation and citation om itted). “No particular form of words is necessary to accom plish a clear and unam biguous waiver of rights.” Atalese, 99 A.3d at 314. “Whatever words com pose an arbitration agreement, they must be clear and unam biguous that a [party] is choosing to arbitrate disputes rather than have them resolved in a court of law. In this way, the agreem ent will assure reasonable notice to the [party].” Id. at 316. “The point is to assure that the parties know that in electing arbitration as the exclusive rem edy, they are waiving their tim e-honored right to sue.” Id. at 314 (citation om itted). “[A]n arbitration agreem ent is clearly enforceable when its terms affirm atively state, or unambiguously convey to a consumer in a way that he or she would understand, that there is a distinction between agreeing to resolve a dispute in arbitration and in a judicial forum .” Kernahan v. Hom e W arranty Adm ’r of Fla., Inc., --- A.3d --, 20 19 WL 16630 9, at *11 (N.J . J an. 10 , 20 19) (citing Atalese, 99 A.3d at 313). The FAA requires that courts place arbitration agreements “on equal footing with all other contracts.” Kindred N ursing Ctrs. Ltd. P’ship v. Clark, 581 U.S. ---, 137 S. Ct. 1421, 1424 (20 17). “When a party enters into a signed, written contract, that party is presumed to understand and assent 9 to its term s, unless fraudulent conduct is suspected.” Stelluti v. Casapenn Enters., LLC, 1 A.3d 678, 690 (N.J . 20 10 ). “Failing to read a contract does not excuse performance unless fraud or m isconduct by the other party prevented one from reading.” Gras v. Assocs. First Capital Corp., 786 A.2d 886, 894 (N.J . Super. Ct. App. Div. 20 0 1) (citation om itted); see also Henningsen v. Bloom field Motors, Inc., 161 A.2d 69, 84 (N.J . 1960 ) (describing same as a “general principle” of contract law). Here, Defendants assert that the Voluntary Arbitration Program Brochure referenced in the February 24, 20 13 Agreement signed by Griffith was not produced until December 21, 20 16, after the State court action was filed and outside of the statute of lim itations for the State court action. Further, Defendants take issue with the fact that Mr. Bom bara is not referenced in the docum ent Griffith signed. Finally, Defendants contend that the docum ent signed by Griffith on February 24, 20 13 was in reference to Bom bara’s J anuary 28, 20 13 adm ission and did not pertain to his May 29, 20 14 adm ission that is the subject of the dispute between the parties. Defendants argue that this com bination of circum stances indicates that the parties did not come to a m eeting of the m inds to support the form ation of a contract to arbitrate. 10 The Court finds that the Agreem ent signed by Ms. Griffith contains “plain language that would be clear and understandable to the average consum er that she is waiving . . . rights . . . to sue or go to court to secure relief . . . giving up her right to bring her claim s in court or have a jury resolve the dispute.” Atalese, 99 A.3d at 315-16. Further, the claim s in dispute fall within the scope of the Agreement because the Agreem ent requires the parties to arbitrate “any dispute.” Alam o Rent A Car, Inc. v. Galarza, 70 3 A.2d 961, 966 (N.J . Super. Ct. App. Div. 1997) (“The ‘any dispute’ language is the very least . . . need[ed] . . . to guarantee arbitration of all disputes.”). Accord Martindale v. Sandvik, Inc., 80 0 A.2d 872, 88384 (N.J . 20 0 2). Regarding the Arbitration Program brochure, “if parties agree on essential terms and m anifest an intention to be bound by those terms, they have created an enforceable contract.” W eichert Co. Realtors v. Ry an, 60 8 A.2d 280 , 284 (N.J . 1992). The essential term s of the agreem ent to arbitrate were contained in the Agreem ent signed by Griffith on February 24, 20 13; the brochure was a supplem ent that did not differ from or contradict the terms in the Agreement. Finally, any reference Defendants have m ade to the New J ersey Consumer Fraud Act, N.J . Stat. Ann. § 56:8-2.22, is m isplaced because that 11 statute is inapplicable to skilled nursing facilities under the “learned professionals” exception. See Manahaw kin Convalescent v. O’N eill, 43 A.3d 1197, 120 3 (N.J . Super. Ct. App. Div. 20 12). Conclusion For these reasons, Plaintiffs’ m otion for sum m ary judgment to com pel arbitration will be granted; Defendants’ m otion will be denied. An Order consistent with this Opinion follows. Dated: J anuary 23, 20 19 / s/ J oseph H. Rodriguez J OSEPH H. RODRIGUEZ UNITED STATES DISTRICT J UDGE 12
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