Beverly Vaughn v. Saint Matthews Healthcare, LLC

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

Beverly Vaughn, as Personal Representative of the Estate
of Loris Paris, Respondent,

v.

Saint Matthews Healthcare, LLC; Melissa Kizer; Melissa
Davis; and Angela Smith Teliha, Defendants,

Of which Saint Matthews Healthcare, LLC; Melissa
Kizer; and Melissa Davis are the Appellants.

Appellate Case No. 2025-000296

Appeal From Orangeburg County
Maite Murphy, Circuit Court Judge

Unpublished Opinion No. 2026-UP-260
Submitted May 21, 2026 – Filed June 3, 2026

AFFIRMED

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

Joshua P. Cantwell, of Cantwell Law Firm, LLC, of
Charleston, for Respondent.
PER CURIAM: Saint Matthews Healthcare, LLC (the Facility), Melissa Kizer,
and Melissa Davis (collectively, Appellants) appeal the circuit court's order
denying the Facility's motion to compel to arbitration the claims of Beverly
Vaughn, as Personal Representative of the Estate of Loris Paris (the Estate) and the
remaining Appellants' motions to stay. On appeal, Appellants argue the circuit
court erred in denying their motions because it erroneously found (1) George Paris
(George) did not have authority to sign the Arbitration Agreement on Loris's
behalf, (2) the Arbitration Agreement was unconscionable, (3) the Arbitration
Agreement lacked consideration or benefit to the Estate, (4) the Admission
Agreement and Arbitration Agreement did not merge, (5) Estate of Solesbee by
Bayne v. Fundamental Clinical and Operational Services, LLC1 controlled the
disposition of this case, and (6) equitable estoppel did not apply to the Estate to
prohibit it from denying the enforceability of the Arbitration Agreement. We
affirm pursuant to Rule 220(b), SCACR.

We hold the circuit court did not err by denying Appellants' 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.").

First, we hold George did not have authority to execute the Arbitration Agreement
on Loris's behalf because the evidence in the record does not support the existence
of an agency relationship. See Froneberger v. Smith, 406 S.C. 37, 49, 748 S.E.2d
625, 631 (Ct. App. 2013) ("Agency is the fiduciary relationship that arises when
one person (a 'principal') manifests assent to another person (an 'agent') that the
agent shall act on the principal's behalf and subject to the principal's control."
(quoting Restatement (Third) of Agency § 1.01 (2006))); Hodge v. UniHealth
Post-Acute Care of Bamberg, LLC, 422 S.C. 544, 565, 813 S.E.2d 292, 304 (Ct.
App. 2018) ("A party asserting agency as a basis of liability must prove the
existence of the agency, and the agency must be clearly established by the facts."
(quoting McCall v. Finley, 294 S.C. 1, 6, 362 S.E.2d 26, 29 (Ct. App. 1987)));
Vereen v. Liberty Life Ins. Co., 306 S.C. 423, 427, 412 S.E.2d 425, 428 (Ct. App.

1
438 S.C. 638, 885 S.E.2d 144 (Ct. App. 2023).
1991) (explaining the burden of establishing agency is on the party asserting that a
principal agency relationship exists); Hodge, 422 S.C. at 565, 813 S.E.2d at 304
("The existence of an agency relationship is . . . determined by the relation, the
situation, the conduct, and the declarations of the party sought to be charged as
principal." (quoting Langdale v. Carpets, 395 S.C. 194, 201, 717 S.E.2d 80, 83 (Ct.
App. 2011))); id. at 566, 813 S.E.2d at 304 ("A true agency relationship may be
established by evidence of actual or apparent authority." (quoting R & G Constr.,
Inc. v. Lowcountry Reg'l Transp. Auth., 343 S.C. 424, 432, 540 S.E.2d 113, 117
(Ct. App. 2000))). George's signing of the Admission Agreement and Arbitration
Agreement does not make him Loris's agent. A review of the record does not
establish how Loris represented to Appellants that George was her agent. First,
George did not have actual authority. There is no evidence to support that Loris
conferred authority to George through a legal document. In fact, at the time of
signing, Loris had a springing durable power of attorney that named Vaughn as
Loris's Attorney-in-Fact if Loris was deemed incapacitated or incompetent.
Although there was testimony that Vaughn gave George permission to execute the
documents required for Loris's admission into the facility, Vaughn's authority to
bind Loris did not spring into effect until Loris was deemed incompetent, which
did not occur until the day after George signed the Arbitration Agreement. Thus,
at the time George signed the Arbitration Agreement, George did not have actual
authority to bind Loris. Second, George did not have apparent authority to bind
Loris. There is no evidence to support that Loris was present when George signed
the Arbitration Agreement or that Loris in any other way represented to the Facility
that George was her agent. See Froneberger, 406 S.C. at 47, 748 S.E.2d at 630
("Under South Carolina law, '[t]he elements which must be proven to establish
apparent agency are: (1) that the purported principal consciously or impliedly
represented another to be his agent; (2) that there was a reliance upon the
representation; and (3) that there was a change of position to the relying party's
detriment.'" (quoting Graves v. Serbin Farms, Inc., 306 S.C. 60, 63, 409 S.E.2d
769, 771 (1991))); Hodge, 422 S.C. at 566, 813 S.E.2d at 304 ("[A]n agency may
not be established solely by the declarations and conduct of an alleged agent."
(quoting Cowburn v. Leventis, 366 S.C. 20, 39-40, 619 S.E.2d 437, 448 (Ct. App.
2005))); Thompson v. Pruitt Corp., 416 S.C. 43, 55, 784 S.E.2d 679, 686 (Ct. App.
2016) ("Further, the authority conveyed by a principal to an agent to handle
finances or make health care decisions does not encompass executing an agreement
to resolve legal claims by arbitration, thereby waiving the principal's right of
access to the courts and to a jury trial."); Froneberger, 406 S.C. at 47-48, 748
S.E.2d at 630 (holding that to establish apparent authority, the proponent must
show, among other things, "the purported principal consciously or impliedly
represented another to be his agent").
Next, we hold the Admission Agreement and the Arbitration Agreement did not
merge. See Solesbee, 438 S.C. at 648-49, 885 S.E.2d at 149 (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, 422 S.C. at 562-63, 813 S.E.2d at 302
(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. Further, in this case, the Admission Agreement and
Arbitration Agreement, though both signed by George, were executed days apart.
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 Loris, we decline to reach Appellants'
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);
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").

AFFIRMED.2

GEATHERS, HEWITT, and CURTIS, JJ., concur.

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