The Supreme Court, State of Wyoming (“Wyoming Supreme Court”) issued an opinion on October 12, 2017 in which it held that a Wyoming nursing home resident’s daughter had the authority to sign the nursing home’s optional arbitration agreement on behalf of her mother by virtue of a general durable power of attorney, and that the plaintiff in the Wyoming nursing home negligence wrongful death action had failed to show the nursing home arbitration agreement was unconscionable or that it lacked mutuality of assent or sufficient consideration.
In September of 2001, the plaintiff’s mother (“decedent”) had signed a durable general and medical power of attorney designating one of her daughters as her attorney in fact and agent. On January 8, 2010, the plaintiff’s mother was admitted to the defendant Wyoming nursing home facility. At the time of the decedent’s admission into the defendant nursing home, the daughter signed an alternative dispute resolution (“ADR”) agreement (arbitration agreement) with the defendant nursing home. The decedent remained in the defendant nursing home until she was discharged on May 17, 2014. Thirteen days later, the mother died. The death certificate listed the primary cause of death as dementia.
On May 13, 2016, the decedent’s other daughter, as personal representative of her mother’s estate for purposes of bringing a wrongful death action, submitted a notice of claim to the State of Wyoming’s Medical Review Panel in accordance with Wyo. Stat. Ann. § 9-2-1513 et seq. The nursing home negligence claim asserted that during the time the decedent resided at the nursing home, the defendant nursing home and its employees failed to meet their legal and contractual obligations to her, to wit: the defendant nursing home failed to meet nutritional standards, perform proper nursing assessments, properly document, perform a complete assessment, develop and implement a comprehensive care plan, implement proper fall precautions and communicate them to staff, hire adequate and appropriately trained staff, train and supervise staff, and failed to provide adequate supervision and assistance for an individual with limited mobility and provide the necessary care to attain and maintain the highest practicable physical, mental and psychosocial well-being of the decedent. The Wyoming nursing home claim further alleged that the defendant nursing home’s negligent failures led to the decedent falling on at least six occasions and suffering injuries, including a fractured hip.
The defendant nursing home contended that the dispute was subject to the ADR agreement, and that therefore, pursuant to Wyo. Stat. Ann. § 9-2-1518(a), the Medical Review Panel could not review the claim. The Medical Review Panel dismissed the claim, and in August of 2016, the plaintiff filed the Wyoming wrongful death action in the district court. The defendant nursing home filed a motion to compel arbitration, arguing that when the decedent’s daughter signed the ADR agreement, she was authorized to act as her mother’s legal and personal representative and had authority to sign the agreement, and that the daughter’s decision to agree to arbitrate disputes concerning the decedent’s care was a health care decision within the meaning of the Wyoming Health Care Decisions Act and Wyo. Stat. Ann. § 35-22-406.
The district court denied the defendant nursing home’s motion to compel arbitration without providing reasons for doing so, and the defendant nursing home appealed to the Wyoming Supreme Court.
Wyoming Supreme Court Decision
The Wyoming Supreme Court held that the general power of attorney unambiguously gave the decedent’s daughter actual authority to sign the nursing home arbitration agreement on the decedent’s behalf. Under Wyoming law, an agent is someone with actual or apparent authority to bind a principal to particular obligations: an agent has express actual authority to bind the principal when the principal, orally or in writing, specifically grants the agent the power to bind the principal.
The Durable General and Medical Power of Attorney signed by the decedent gave her daughter actual authority “to exercise or perform any act, power, . . . relating to any person, matter, transaction or property,” including “by way of example but without limitation” the power to contract, as fully as the mother might do if personally present.
The Wyoming Supreme Court stated that rather than limiting the daughter’s authority, the power of attorney gave her the authority “without limitation” to perform specifically enumerated powers, including the power and authority to sign contracts and agreements “of whatever kind” as necessary “or proper” in exercising the powers granted in the general power of attorney. Contrary to the plaintiff’s contention, the power of attorney did not limit the daughter to signing necessary contracts, but instead gave her broad power to sign agreements as “necessary or proper” in exercising the authority granted to her. The Wyoming Supreme Court held that given the broad language of the power of attorney, it included the authority to sign the nursing home arbitration agreement.
With regard to the plaintiff’s argument that the nursing home arbitration agreement is unenforceable because: it requires any arbitration governed by the agreement to be conducted in accordance with NAF’s rules and code of procedure; NAF is the only entity that can administer those rules and procedure; and, NAF has been precluded from serving as administrator in consumer arbitrations since 2009 and therefore the NAF rules and code of procedure are no longer available, leaving the parties unable to comply with the contract requirement even if they select another administrator, the Wyoming Supreme Court declined to address this argument because it was not presented in the district court.
Nonetheless, the Wyoming Supreme Court stated that the parties had agreed that any mediation and/or arbitration would be administered by an independent, impartial entity regularly engaged in providing mediation and arbitration services. Although the agreement provided that NAF “may be” the administrator, it also expressly stated that the parties were free to select another qualified administrator. While the arbitration agreement stated that regardless of the administrator selected, the mediation and arbitration proceedings “shall” be conducted in accordance with NAF rules and code of procedure, it also expressly gave the parties the right to agree in writing to a different process. The Wyoming Supreme Court held that because the parties could opt out of proceedings conducted in accordance with NAF rules and agree to a different process, the NAF rules provision was not a condition necessary to performance of the contract and therefore not an essential term. The Wyoming Supreme Court stated that from the express language in the ADR agreement, it could ascertain the reasonable intent of the parties to select a qualified administrator and allow for a non-NAF process. Therefore, the nursing home arbitration agreement is not unenforceable for lack of mutual assent.
Source Kindred Healthcare Operating, Inc. v. Boyd, 2017 WY 122
If you or a loved one suffered injuries (or worse) while a resident of a nursing home in Wyoming or in another U.S. state due to nursing home neglect, nursing home negligence, nursing home abuse, or resident on resident abuse, you should promptly contact a local nursing home claim attorney in your U.S. state who may investigate your nursing home claim for you and file a nursing home claim on your behalf, if appropriate.
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