Mary Tisdale v. Palmetto Lake City-Scranton Operating

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

Mary Tisdale, as Personal Representative of the Estate of
Earlene Seabrook, Respondent,

v.

Palmetto Lake City Operating, LLC d/b/a Lake
City-Scranton Healthcare Center and Jeffrey Gibbs,
Defendants,

Of whom Palmetto Lake City-Scranton Operating, LLC
d/b/a Lake City-Scranton Healthcare Center is the
Appellant.

Appellate Case No. 2021-000586

Appeal From Florence County
William H. Seals, Jr., Circuit Court Judge

Unpublished Opinion No. 2024-UP-005
Submitted December 4, 2023 – Filed January 3, 2024

AFFIRMED

Stephen Lynwood Brown, Russell Grainger Hines,
Matthew Oliver Riddle, Donald Jay Davis, Jr., Gaillard
Townsend Dotterer, III, all of Clement Rivers, LLP, of
Charleston, for Appellant.
Daniel Nathan Hughey, Arthur Stuart Hudson, Bradley
Hunter Banyas, all of Hughey Law Firm, LLC, of Mount
Pleasant; and Jordan Christopher Calloway, of McGowan
Hood Felder & Phillips, of Rock Hill, all for Respondent.

PER CURIAM: Palmetto Lake City-Scranton Operating, LLC d/b/a Lake
City-Scranton Healthcare Center (the Facility) appeals the circuit court's order
denying its motion to compel to arbitration the claims of Mary Tisdale, as Personal
Representative of the Estate of Earlene Seabrook. On appeal, the Facility argues
the circuit court erred by denying its motion to compel arbitration because (1) the
signatory on the Arbitration Agreement had a valid healthcare power of attorney
(HCPOA) and (2) the Admission Agreement and the Arbitration Agreement
merged. It further argues, that "[a]t a minimum," the circuit court should have
granted the Facility's alternative request for permission to conduct limited
discovery to address gaps in the evidentiary record bearing on the Arbitration
Agreement's enforceability under principles relating to the law of agency. We
affirm pursuant to Rule 220(b), SCACR.

We hold the circuit court did not err in denying the Facility's motion to compel
arbitration. 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.").

Initially, we hold the HCPOA did not give Tisdale authority to execute the
Arbitration Agreement on Seabrook's behalf. See Arredondo v. SNH SE Ashley
River Tenant, LLC, 433 S.C. 69, 80-84, 856 S.E.2d 550, 556-58 (2021) (reviewing
an identical authorization provision of a HCPOA and finding the authorization did
not grant the patient's daughter authority to grant the waivers recited in an
arbitration agreement because the authorization was limited to action "necessary"
concerning the patient's healthcare and the patient's daughter was not required to
sign the agreement), cert. denied, 142 S. Ct. 584 (2021); id. at 81, 84-85, 856
S.E.2d at 557-59 (holding the HCPOA document did not grant the patient's
daughter the authority to execute the arbitration agreement because the "pursuing
any legal action" language in the healthcare power of attorney document was in the
context of forcing compliance with the patient's wishes and daughter did not
execute the arbitration agreement in connection with an existing claim against the
facility). Here, as in Arredondo, the Facility acknowledges "the Arbitration
Agreement was not a precondition of admission." Thus, Tisdale's signature on the
Arbitration Agreement was not necessary to Seabrook receiving care at the
Facility. Here, also as in Arredondo, Tisdale did not execute the Arbitration
Agreement in connection with an existing claim against the Facility, because the
document was executed on the day of Seabrook's admission and prior to the
development of her injuries. Thus, Tisdale did not execute the Arbitration
Agreement in the pursuit of legal action in the context of forcing compliance with
Seabrook's wishes. Accordingly, we conclude the HCPOA did not give Tisdale
authority to grant the waivers recited in the Arbitration Agreement.

Next, we hold the Admission Agreement and the Arbitration Agreement did not
merge. 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. pending
(finding the admission agreement and 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 Seabrook,
we decline to reach the Facility's remaining arguments. 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").

Finally, we hold the circuit court did not err in 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. 1

WILLIAMS, C.J., and HEWITT and VERDIN, JJ., concur.

1
We decide this case without oral argument pursuant to Rule 215, SCACR.