Timothy Hutley v. THI

THIS OPINION HAS NO PRECEDENTIAL VALUE. IT SHOULD NOT BE
CITED OR RELIED ON AS PRECEDENT IN ANY PROCEEDING
EXCEPT AS PROVIDED BY RULE 268(d)(2), SCACR.

THE STATE OF SOUTH CAROLINA
In The Court of Appeals

Timothy Hutley, Guardian for Jane Doe, Respondent,

v.

THI of South Carolina at Magnolia Manor Inman, LLC;
THI of Baltimore, Inc.; THI of South Carolina, LLC;
Hunt Valley Holdings, LLC; THI of South Carolina at
Inman, LLC; Murray Forman; and Kathy Scroggs,
Individually, Defendants,

Of which THI of South Carolina at Magnolia Manor
Inman, LLC; THI of Baltimore, Inc.; THI of South
Carolina, LLC; and Hunt Valley Holdings, LLC, are the
Appellants.

Appellate Case No. 2023-001612

Appeal From Spartanburg County
Grace Gilchrist Knie, Circuit Court Judge

Unpublished Opinion No. 2024-UP-399
Submitted November 20, 2024 – Filed November 27, 2024

AFFIRMED

Stephen Lynwood Brown, Russell Grainger Hines,
Donald Jay Davis, Jr., James D. Gandy, III, all of
Clement Rivers, LLP, of Charleston, for Appellants.
Charles Daniel Pruitt, of Greenville, for Respondent.

PER CURIAM: THI of South Carolina at Magnolia Manor Inman, LLC (the
Facility); THI of Baltimore, Inc.; THI of South Carolina, LLC; and Hunt Valley
Holdings, LLC appeal the circuit court's order denying the Facility's motion to
compel to arbitration the claims of Timothy Hutley, Guardian for Jane Doe and the
denial of the remaining Appellants' motions to stay the case pending arbitration.
On appeal, the Facility argues the circuit court erred by denying its motion to
compel arbitration. It further argues, that "[a]t a minimum," the circuit court
should have granted the Facility's alternative request to conduct limited discovery
to address gaps in the evidentiary record bearing on the Arbitration Agreement's
enforceability under an agency theory. 1 We affirm pursuant to Rule 220(b),
SCACR.

First, we hold the circuit court did not err in denying the Facility's motion to
compel arbitration because the Admission Agreement and the Arbitration
Agreement did not merge. See Zabinski v. Bright Acres Assocs., 346 S.C. 580,
596, 553 S.E.2d 110, 118 (2001) ("The question of the arbitrability of a claim is an
issue for judicial determination, unless the parties provide otherwise."); New Hope
Missionary Baptist Church v. Paragon Builders, 379 S.C. 620, 625, 667 S.E.2d 1,
3 (Ct. App. 2008) ("Appeal from the denial of a motion to compel arbitration is
subject to de novo review."); Stokes v. Metro. Life Ins. Co., 351 S.C. 606, 609-10,
571 S.E.2d 711, 713 (Ct. App. 2002) ("However, the circuit court's factual findings
will not be overruled if there is any evidence reasonably supporting them.");
MBNA Am. Bank, N.A. v. Christianson, 377 S.C. 210, 214, 659 S.E.2d 209, 211
(Ct. App. 2008) ("[W]e apply South Carolina law to the initial determination of
arbitrability but look to federal law for additional guidance."); Wilson v. Willis, 426
S.C. 326, 335, 827 S.E.2d 167, 172 (2019) ("Whether an arbitration agreement
may be enforced against a nonsignatory to the agreement is a matter subject to de
novo review by an appellate court."); Est. of Solesbee by Bayne v. Fundamental
Clinical & Operational Servs., LLC, 438 S.C. 638, 648-49, 885 S.E.2d 144, 149
(Ct. App. 2023), cert. denied (Apr. 16, 2024) (finding the admission agreement and

1
The Facility also raised on appeal "[o]ut of an abundance of caution" the circuit
court erred by referring to defendants collectively in its order because only the
Facility admitted they operated the facility or had provided care or treatment to
Doe. We hold the circuit court collectively referred to defendants in the plural
only for the purposes of determining whether to compel arbitration.
arbitration agreement did not merge after considering (1) the admission agreement
provided it was governed by South Carolina law and the arbitration agreement
provided it was governed by federal law, (2) the arbitration agreement recognized
the two documents were separate by stating the arbitration agreement "shall
survive any termination or breach of this Agreement or the Admission
Agreement," (3) the documents were separately paginated and had their own
signature pages, and (4) signing the arbitration agreement was not a precondition to
admission); Coleman v. Mariner Health Care, Inc., 407 S.C. 346, 355, 755 S.E.2d
450, 455 (2014) (concluding that by their own terms, language in the admission
agreement that "recognize[d] the 'separatedness' of [the arbitration agreement] and
the admission agreement" and a clause allowing the arbitration agreement to "be
disclaimed within thirty days of signing while the admission agreement could not"
indicated the parties' intention "that the common law doctrine of merger not
apply"); Hodge v. UniHealth Post-Acute Care of Bamberg, LLC, 422 S.C. 544,
562-63, 813 S.E.2d 292, 302 (Ct. App. 2018) (determining an admissions
agreement and arbitration agreement did not merge because the fact "the
[a]dmissions [a]greement indicated it was governed by South Carolina law,
whereas the [a]rbitration [a]greement stated it was governed by federal law[,]"
"each document was separately paginated and had its own signature page[,]" and
"the [a]rbitration [a]greement stated signing it was not a precondition to
admission" evidenced the parties' intention that the documents be construed as
separate instruments). Here, as in Solesbee and Hodge, (1) the two agreements
were governed by different bodies of law because the Admission Agreement was
governed by state law and the Arbitration Agreement was governed by federal law;
(2) each document was separately labeled, numbered, and contained its own
signature page; (3) the Arbitration Agreement recognized the two documents were
separate, stating the Arbitration Agreement "shall survive any termination or
breach of this Agreement or the Admission Agreement"; and (4) the Facility
acknowledged that signing the Arbitration Agreement was not a prerequisite to
admission to the Facility. Thus, the Admission Agreement and Arbitration
Agreement did not merge. Because we find the documents did not merge, a
controlling consideration of whether the Arbitration Agreement bound Doe, we
decline to reach the Facility's equitable estoppel argument. See Futch v. McAllister
Towing of Georgetown, Inc., 335 S.C. 598, 613, 518 S.E.2d 591, 598 (1999)
(ruling an appellate court need not address remaining issues when its resolution of
a prior issue is dispositive); Est. of Solesbee, 438 S.C. at 649, 885 S.E.2d at 149
(determining that because the admission agreement and arbitration agreement did
not merge, the equitable estoppel argument was properly denied); Coleman, 407
S.C. at 356, 755 S.E.2d at 455 ("Since there was no merger here, appellants'
equitable estoppel argument was properly denied by the circuit court."); Hodge,
422 S.C. at 563, 813 S.E.2d at 302 (concluding "equitable estoppel would only
apply if documents were merged").

Second, we hold the circuit court did not err by denying the Facility's request to
conduct limited discovery to address gaps in the evidentiary record bearing on the
Arbitration Agreement's enforceability under an agency theory. See Est. of
Solesbee, 438 S.C. at 651, 885 S.E.2d at 150 ("Because we find the trial court
correctly held there was no merger of the Agreements and Magnolia's equitable
estoppel argument was properly denied, we also find the court did not err in
denying its request for further discovery when it would not have changed the
result.").

AFFIRMED. 2

GEATHERS, HEWITT, and TURNER, JJ., concur.

2
We decide this case without oral argument pursuant to Rule 215, SCACR.