Filed 11/12/19 Padilla v. Knolls West Post Acute, LLC CA4/2

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FOURTH APPELLATE DISTRICT

DIVISION TWO

JOSE DURAN PADILLA et al.,

Plaintiffs and Respondents,

v.

KNOLLS WEST POST ACUTE, LLC et al.,

Defendants and Appellants.

E072025

(Super.Ct.No. CIVDS1809419)

OPINION

APPEAL from the Superior Court of San Bernardino County. Keith D. Davis, Judge. Affirmed.

Lewis Brisbois Bisgaard & Smith, Kathleen M. Walker, Lann G. McIntyre, Jeffrey S. Healy, Jenifer Hassell, and Tracy D. Forbath, for Defendants and Appellants.

Lanzone Morgan, Amber M. Tham, and Ayman R. Mourad for Plaintiffs and Respondents.

I. INTRODUCTION

Plaintiff and respondent, Jose Duran Padilla (decedent), through his successor in interest, plaintiff and respondent, Flavia Gutierrez Padilla, filed a civil action seeking damages for violations of Welfare and Institutions Code section 15600 et seq. (elder abuse) and Health and Safety Code section 1430, subdivision (b) (patient’s bill of rights) arising out of the care he received while a patient at a 24-hour skilled nursing facility owned or operated by defendants and appellants, Knolls West Post Acute, LLC and Meridian Management Services, LLC (defendants). Decedent’s surviving spouse and six surviving children asserted their own claims for wrongful death of decedent in the same civil action.

Defendants brought a petition to compel arbitration of all claims in the complaint based upon a purported arbitration agreement executed by one of decedent’s adult children, plaintiff and respondent, Beatrice Padilla (plaintiff), at or around the time of decedent’s admission to the facility. The trial court denied the petition and defendants appeal from that order only to the extent it precluded arbitration of plaintiff’s individual wrongful death claim.

While we respectfully disagree with the reasons expressed by the trial court and advanced by plaintiff on appeal, defendants failed to obtain or request a statement of decision. As such, we apply the doctrine of implied findings to uphold the order on any ground supported by substantial evidence irrespective of the reasons expressed by the trial court and affirm the order based upon these implied findings.

II. FACTS AND PROCEDURAL HISTORY

A. Complaint for Damages

On April 19, 2018, decedent, by and through his successor in interest; decedent’s surviving spouse; and decedent’s six children filed a complaint for damages in San Bernardino County Superior Court against defendants.

The complaint alleged that on July 9, 2017, decedent was admitted as a patient to a skilled nursing facility. In addition to his physical ailments, decedent had been diagnosed with depression; been prescribed medication which included increased suicidal ideation as a known side effect; and had physician’s orders to monitor for signs of withdrawal or depression. A subsequent neuropsychological evaluation conducted during decedent’s residency confirmed the concerns related to depression and recommended various measures for intervention and monitoring.

On September 29, 2017, decedent was discovered unresponsive on the floor of his room with the cord of his call light tied around his neck. Paramedics were called and decedent was taken to a nearby medical center where he was eventually pronounced dead. The cause of death on decedent’s death certificate was listed as suicide.

The complaint alleged decedent’s death was the result of various failures in the care provided at the skilled nursing facility, which was licensed by Knolls West Post Acute, LLC (Knolls West) and owned, operated, or managed by Meridian Management Services, LLC (Meridian). It alleged both defendants had such a unity of interest that they should be considered indistinguishable and should both bear direct and vicarious liability for the acts or omissions which are the subject of the complaint. The complaint listed causes of action for elder abuse, violation of the patient’s bill of rights, and a cause of action for wrongful death brought by decedent’s surviving spouse and children. Plaintiff was one of the six children named in the wrongful death claim.

B. Purported Arbitration Agreement

Decedent’s resident file at the skilled nursing facility contained a two-page document entitled “Resident-Facility Arbitration Agreement” (the Agreement). Article 1 of the Agreement generally provided for arbitration of disputes involving medical malpractice claims; article 2 generally provided for arbitration of “any dispute” between the resident and Knolls West; and article 4 generally provided for arbitration of “any dispute.”

Article 4 included the following language: “This Agreement is binding on all parties, including the Resident’s representatives, executors, family members, and heirs. The Resident’s representatives, agents, executors, family members, successors in interest and heirs who execute this Agreement below on the ‘Resident Representative/Agent Signature’ line are doing so not only in their representative capacity for the Resident, but also in their individual capacity and thus agree that any claims brought individually by the Resident’s representatives, agents, executors, family members, successors in interest and heirs are subject to binding arbitration.”

The bottom of the first page of the Agreement contained two blanks with the descriptions “(Initials)” printed next to them. The blanks were filled in by hand with the letters “BP.”

The bottom of the second page of the Agreement contained two signature sections. Each section included three signature lines, one with the phrase “Facility Representative’s Signature (Date)” printed underneath; one with the phrase “Resident’s Signature (Date)” printed underneath; and one with the phrase “Resident Representative/Agent Signature (Date)” printed underneath. The signature lines for “Facility Representative’s Signature” were filled out by hand and dated July 10, 2017, the signature lines for “Resident’s Signature” were left blank, and the signature lines for “Resident Representative/Agent Signature” displayed handwritten signatures bearing the name “Beatrice Padilla” dated July 10, 2017.

C. Petitions to Compel Arbitration

On June 15, 2018, defendants filed a petition to compel arbitration of all claims in the complaint and attached only a copy of the Agreement in support of the petition. Plaintiff filed an opposition with no evidentiary attachments and defendants filed a reply. The trial court denied this petition without prejudice.

 

On August 22, 2018, defendants filed a new petition to compel arbitration. Defendants attached a copy of the Agreement and the declaration of Knolls West’s admission coordinator in support of the petition. The coordinator declared the Agreement was a true and correct copy of the one maintained in decedent’s resident file at Knolls West in the ordinary course of business, the signature on the Agreement was her signature, and the Agreement appeared to conform with her general custom and practice in the resident admission process. However, she also stated she had no independent recollection of decedent’s admission process.

In opposition, plaintiff argued: (1) defendants failed to authenticate the Agreement; (2) defendants failed to show that Meridian was a party to the Agreement; (3) defendants failed to show that plaintiff was authorized to execute the agreement on behalf of decedent; and (4) the trial court should deny the motion pursuant to Code of Civil Procedure section 1281.2, subdivision (c) due to the presence of third party claims and the potential for conflicting rulings. Plaintiff did not submit any declarations, documents, or evidence in support of these substantive arguments.

On October 11, 2018, the trial court entertained argument from counsel and continued the hearing on the petition. The minute order states: “The court grants brief time to complete limited discovery to soley acertain [sic] information regarding Beatriz Padilla[’]s authority to act as representative and agent as to decedent.” Thereafter, plaintiff submitted a supplemental brief supported by her own declaration. Plaintiff stated she accompanied her mother to meet with a Knolls West admission coordinator regarding decedent’s admission to the facility, that she was handed a stack of documents to review and sign, and that no one at the facility explained any of the documents to her. Plaintiff declared that decedent was not present during this meeting, decedent never had a power of attorney, decedent never gave plaintiff authority to sign any documents on his behalf, and decedent never acted in a way to indicate she had authority to sign anything on his behalf. Finally, plaintiff stated she had no recollection of specifically signing the Agreement. Defendants filed a supplemental reply brief which conceded they did not have evidence to refute the statements set forth in plaintiff’s declaration.

On January 8, 2019, the trial court held a hearing on the petition. Prior to argument from counsel, the trial court orally provided a tentative opinion that the case of Goldman v. Sunbridge Healthcare, LLC (2013) 220 Cal.App.4th 1160 was applicable and stated: “It’s clear there is no evidence indicating that Ms. Padilla had any authority to sign the Arbitration Agreement on behalf of plaintiff’s decedent. And since she was not the resident’s representative, as the Goldman case indicates, she simply didn’t have any capacity to sign that agreement and bind herself as an individual as well. [¶] . . . Hence, my tentative to deny the motion.” The trial court ultimately adopted its tentative ruling and denied the petition. The record does not indicate a statement of decision was made or requested. Defendants appeal, challenging only the denial of arbitration as to plaintiff’s individual claim for wrongful death.

III. DISCUSSION

A. General Legal Principles

“California has a strong public policy in favor of arbitration . . . . Even so, parties can only be compelled to arbitrate when they have agreed to do so. [Citation.] ‘The strong public policy in favor of arbitration does not extend to those who are not parties to an arbitration agreement, and a party cannot be compelled to arbitrate a dispute that he has not agreed to resolve by arbitration. [Citation.]’” (Mission Viejo Emergency Medical Associates v. Beta Healthcare Group (2011) 197 Cal.App.4th 1146, 1153.)

“A petition to compel arbitration is a suit in equity seeking specific performance of an arbitration agreement.” (Espejo v. Southern California Permanente Medical Group (2016) 246 Cal.App.4th 1047, 1057.) “‘Because the existence of the agreement is a statutory prerequisite to granting the petition, the petitioner bears the burden of proving its existence by a preponderance of the evidence. If the party opposing the petition raises a defense to enforcement . . . that party bears the burden of producing evidence of, and proving by a preponderance of the evidence, any fact necessary to the defense.’” (Ibid.)

“‘There is no uniform standard of review for evaluating an order denying a motion to compel arbitration.’ [Citation.] ‘If the court’s order is based on a decision of fact, then we adopt a substantial evidence standard. [Citations.] Alternatively, if the court’s decision rests solely on a decision of law, then a de novo standard of review is employed.’ [Citation.] The abuse of discretion standard also is applied in some cases, generally those in which the denial is based upon section 1281.2, subdivision (c).” (Bunker Hill Park Ltd. V. U.S. Bank National Assn. (2014) 231 Cal.App.4th 1315, 1324.)

B. The Trial Court Erred to the Extent It Relied on Plaintiff’s Alleged Lack of Capacity

In their briefs, the parties devote nearly all their attention to arguing the application of Goldman. Plaintiff argues as she did below that under Goldman, her absence of authority to act in a representative capacity for decedent precluded her from entering an agreement in her individual capacity and that ambiguity in the Agreement should be interpreted to render it unenforceable against her.

Since plaintiff’s lack of authority to act as a representative or agent on behalf of decedent was undisputed, the legal implication of this undisputed fact is a question of law which we review de novo. (Molecular Analytical Systems v. Ciphergen Biosystems, Inc. (2010) 186 Cal.App.4th 696, 707 [review of trial court’s application of law to undisputed facts is de novo].) Likewise, we apply a de novo standard of review in assessing whether the language of a contract is ambiguous. (American Alternative Ins. Corp. v. Superior Court (2006) 135 Cal.App.4th 1239, 1245 [“Whether contractual language is ambiguous is a question of law that we review de novo.”].) We conclude that the trial court erred to the extent it relied on either of these arguments as a basis to deny defendants’ petition.

1. Plaintiff Has Capacity to Bind Her Own Claims

It is well established that a wrongful death claim is personal to the heir, compensating the heir for his or her own pecuniary loss. (San Diego Gas & Electric Co. v. Superior Court (2007) 146 Cal.App.4th 1545, 1551.) The claim is independent and distinct from any claims held by the decedent or the decedent’s estate. (Daniels v. Sunrise Senior Living, Inc. (2013) 212 Cal.App.4th 674, 680; see also Quiroz v. Seventh Ave. Center (2006) 140 Cal.App.4th 1256, 1262.)

An individual’s relatives may not bind the individual to arbitration absent agency authority. (Pagarigan v. Libby Care Center, Inc. (2002) 99 Cal.App.4th 298, 301 [mother not bound by daughters’ signatures]; Flores v. Evergreen at San Diego, LLC (2007) 148 Cal.App.4th 581, 587-589 [husband not bound by wife’s signature].) Additionally, an individual executing an arbitration agreement in a representative capacity does not bind her own claims to arbitration. (Daniels v. Sunrise Senior Living, Inc., supra, 212 Cal.App.4th at pp. 676-677 [child did not bind her individual claims by signing in representative capacity for mother]; Avila v. Southern California Specialty Care, Inc. (2018) 20 Cal.App.5th 835, 844-845 [same].) However, there are no cases that stand for the proposition that agency authority to act on behalf of another is required before an otherwise competent adult may enter into an agreement regarding his or her own interests. The law presumes that adults are capable of entering into contractual agreements. (Civ. Code, § 1556.)

It is therefore unclear why plaintiff believes her lack of authority to act as a representative or agent of decedent impaired her own ability to contract with respect to her individual interests. Plaintiff’s wrongful death cause of action was one which she held in her own, individual capacity. Her lack of agency authority to bind the claims of decedent was not relevant to the question of whether she had authority to bind her own claims. Accordingly, the legal conclusion that plaintiff lacked capacity did not logically flow from the undisputed facts before the trial court. There was no other evidence that plaintiff lacked capacity to contract with respect to her own, individual interests and the trial court erred to the extent it relied on this ground to deny defendants’ petition.

2. Goldman Is Not Applicable to the Facts of This Case

Plaintiff draws attention to Goldman and argues that the factual similarities presented in this case should compel the same conclusion as that reached by the Court of Appeal in Goldman. Plaintiff’s reliance on Goldman is misplaced.

“A written agreement, unless it is ambiguous, must be construed by a consideration of its own terms.” (Kerr v. Brede (1960) 180 Cal.App.2d 149, 151.) “‘“The fundamental goal of contractual interpretation is to give effect to the mutual intention of the parties.” [Citations.] “. . . [T]o be inferred, if possible, solely from the written provisions of the contract.”’” (Orange Cove Irrigation Dist. v. Los Molinos Mutual Water Co. (2018) 30 Cal.App.5th 1, 12; see also EFund Capital Partners v. Pless (2007) 150 Cal.App.4th 1311, 1321.) Thus, the relevance of any prior appellate opinion necessarily turns on whether the contractual language at issue raises similar legal considerations.

In Goldman, the Court of Appeal considered an arbitration agreement executed by the wife of a skilled nursing facility resident. (Goldman v. Sunbridge Healthcare, LLC, supra, 220 Cal.App.4th at p. 1164.) The Court of Appeal concluded that the wife was not a party to the agreement because she was not the resident’s “‘[l]egal [r]epresentative.’” (Id. at p. 1176.) However, the agreement at issue specified that the parties to the agreement were “‘Resident . . . and Resident’s Legal Representative _____ (collectively referred to hereinafter as “Resident”), and the Facility’” and stated “‘[T]he Resident’s Legal Representative agrees that . . . she is executing this agreement as a party, both in . . . her representative and individual capacity.’” (Id. at p. 1174.) The wife initialed the agreement wherever “‘Initial of Resident/Legal Representative’” was indicated and signed on a line indicating “‘Signature of Resident’s Legal Representative in his/her Individual and Representative Capacity.’” (Id. at pp. 1174-1175.) Thus, the issue of whether the wife had authority to act as the resident’s “legal representative” was relevant only because the language of the agreement made the resident’s “legal representative” a party to the agreement. Nothing in Goldman purports to set forth a generally applicable rule requiring a signatory to a contract be the legal representative of another party before the signatory can bind his or her own rights.

In contrast, the language of the Agreement here does not raise the same issue considered in Goldman. Here, the Agreement provided: “The Resident’s representatives, agents, executors, family members, successors in interest and heirs who execute this Agreement below on the ‘Resident Representative/Agent Signature’ line are doing so not only in their representative capacity for the Resident, but also in their individual capacity and thus agree that any claims brought individually by the Resident’s representatives, agents, executors, family members, successors in interest and heirs are subject to binding arbitration.” Thus, the language of the Agreement here clearly contemplates that family members and heirs may become parties to the Agreement and bind their individual claims by executing the document on the identified line. This language is substantively different than the language considered in Goldman and the similarity of background, procedural, or collateral facts is not dispositive.

3. The Contractual Language Is Not Ambiguous

Plaintiff also argues that the language of the Agreement is ambiguous with respect to whether it provides for arbitration of an individual heir’s claim for wrongful death. We disagree.

In the context of contract interpretation, “‘[a]n ambiguity arises when language is reasonably susceptible of more than one application to material facts. There cannot be an ambiguity per se, i.e. an ambiguity unrelated to an application.’ [Citation.] [¶] Thus, an ambiguity cannot be created by parsing words outside their context. [Citation.] . . . ‘Multiple or broad meanings do not necessarily create ambiguity. . . .’ Nor does the fact that language could be clearer make it ambiguous.” (Alameda County Flood Control & Water Conservation Dist. v. Department of Water Resources (2013) 213 Cal.App.4th 1163, 1179.)

Thus, “[a]n appellate analysis of the threshold question concerning whether the contractual language is ambiguous—that is, reasonably susceptible to more than one interpretation—usually involves the examination of competing interpretations offered by the parties.” (Scheenstra v. California Dairies, Inc. (2013) 213 Cal.App.4th 370, 394.) “‘Every substantial claim of ambiguity must tender a candidate reading of the language which is of aid to the claimant. . . . A party attacking a meaning succeeds only if the attacker can propose an alternative, plausible, candidate of meaning.’” (Alameda County Flood Control & Water Conservation Dist., supra, 213 Cal.App.4th at pp. 1179-1180, quoting Estate of Dye (2001) 92 Cal.App.4th 966, 976.)

Here, article 4 of the Agreement included specific language listing family members and heirs as potential individuals who might execute the agreement on the line labeled “Resident Representative/Agent Signature (Date).” Article 4 further explained that by doing so, the signatory was doing so in his or her individual capacity and agreeing to arbitrate his or her individual claims. This language expresses a clear intent that family members and heirs who voluntarily execute the document on the line indicated were agreeing to resolve their individual claims in arbitration.

 

While the signature of a person other than decedent’s representative or agent on a line labeled “Resident Representative/Agent Signature (Date)” might be ambiguous if considered in isolation, it was not ambiguous here. The Agreement expressly attributed a meaning to the act of a family member or heir executing on this line. Plaintiff did not offer an alternate, plausible, candidate meaning to these words in opposition to defendants’ petition and has not offered an alternative interpretation on appeal. The words in the Agreement expressed an intent to bind the individual claim of heirs who make themselves parties to the Agreement by executing it in the manner provided. In the absence of an alternative, plausible meaning to interpret these words, it was error to deny the petition based on an abstract concept of ambiguity.

C. The Failure to Request a Statement of Decision Compels Affirmance of the Order

While we may disagree with plaintiff’s arguments and the trial court’s reasons as expressed in its tentative ruling, this does not compel reversal of the trial court’s order. “‘“[W]e review the trial court’s order, not its reasoning, and affirm an order if it is correct on any theory apparent from the record.”’” (Ramos v. Westlake Services LLC (2015) 242 Cal.App.4th 674, 686.) As explained below, substantial evidence supports an implied finding that no agreement to arbitrate existed and, as such, we must affirm the order denying defendants’ petition.

1. The Doctrine of Implied Findings Applies Absent a Statement of Decision

“California’s statutory scheme regarding contractual arbitration . . . requires a statement of decision for any ruling denying a motion to compel arbitration if a party requests one. [Citations.] [¶] A party’s failure to request a statement of decision when one is available has two consequences. First, the party waives any objection to the trial court’s failure to make all findings necessary to support its decision. Second, the appellate court applies the doctrine of implied findings and presumes the trial court made all necessary findings supported by substantial evidence.” (Acquire II, Ltd. v. Colton Real Estate Group (2013) 213 Cal.App.4th 959, 970; see also Metis Development LLC v. Bohacek (2011) 200 Cal.App.4th 679, 687-690.) “[A] trial court’s tentative or memorandum decision is no substitute for a statement of decision.” (Shaw v. County of Santa Cruz (2008) 170 Cal.App.4th 229, 268.) Nor is the court’s minute order an adequate substitute. (County of Orange v. Barratt American, Inc. (2007) 150 Cal.App.4th 420, 438-439.)

The record does not include a statement of decision and does not disclose that defendants ever requested one. Accordingly, we apply the doctrine of implied findings and presume the trial court made any finding necessary to affirm its order. This includes an implied finding that the petitioner failed to meet its burden to prove the existence of an agreement by a preponderance of the evidence. (See Ruiz v. Moss Bros. Auto Group, Inc. (2014) 232 Cal.App.4th 836, 842 [doctrine of implied findings included implied finding that defendant “did not prove by a preponderance of the evidence that [plaintiff] was the person who . . . signed the . . . agreement.”].) We therefore presume the trial court made such an implied finding in this case.

2. Substantial Evidence Supports a Finding That No Arbitration Agreement Exists

Once the appellate court infers “the trial court made implied factual findings favorable to the prevailing party on all issues necessary to support the judgment, including the omitted or ambiguously resolved issues[,] . . . [t]he appellate court then reviews the implied factual findings under the substantial evidence standard.” (Fladeboe v. American Isuzu Motors Inc. (2007) 150 Cal.App.4th 42, 60.)

However, “[w]hen the trier of fact has expressly or implicitly concluded that the party with the burden of proof failed to carry that burden and that party appeals, it is somewhat misleading to characterize the failure-of-proof issue as whether substantial evidence supports the judgment. . . . [W]here the issue on appeal turns on a failure of proof . . . the question for a reviewing court becomes whether the evidence compels a finding in favor of the appellant as a matter of law. [Citations.] Specifically, the question becomes whether the appellant’s evidence was (1) ‘uncontradicted and unimpeached’ and (2) ‘of such a character and weight as to leave no room for a judicial determination that it was insufficient to support a finding.’” (Shaw v. County of Santa Cruz, supra, 170 Cal.App.4th at p. 279.)

“‘Where . . . the judgment is against the party who has the burden of proof, it is almost impossible for him to prevail on appeal by arguing the evidence compels a judgment in his favor. That is because unless the trial court makes specific findings of fact in favor of the losing [party], we presume the trial court found the [party’s] evidence lacks sufficient weight and credibility to carry the burden of proof. [Citations.] We have no power on appeal to judge the credibility of witnesses or to reweigh the evidence.’” (Patricia A. Murray Dental Corp. v. Dentsply Inernat., Inc. (2018) 19 Cal.App.5th 258, 270.)

Here, even assuming the language of the Agreement unambiguously allowed for plaintiff to submit her own, individual claims to arbitration by signing the Agreement on the line indicated, it was defendants’ burden to prove by a preponderance of the evidence that plaintiff in fact did so. The failure to obtain a statement of decision requires us to presume the trial court concluded that defendants failed to meet this burden. The only question we consider then is whether the evidence compels a different finding as a matter of law. We conclude it does not.

The evidence before the trial court consisted of a copy of the Agreement, a declaration by the Knolls West admission coordinator and a declaration by plaintiff. The admission coordinator stated she did not recall the admission process related to decedent, did not express any opinion as to whether the signature on the Agreement belonged to plaintiff, and did not attest to witnessing plaintiff sign the Agreement. Likewise, plaintiff declared she did not recall executing the Agreement. Neither witness attested to the fact that the signature on the Agreement actually belonged to plaintiff. This is clearly not an evidentiary record which compels any conclusion in favor of defendants.

Given the lack of evidence on the threshold issue of whether plaintiff was actually a signatory to the Agreement, it would have been reasonable for the trial court to conclude that defendants failed to meet their burden to show the existence of an agreement by a preponderance of the evidence. The fact that we may have drawn a different inference is irrelevant under the substantial evidence standard of review. Since substantial evidence supports an implied finding that defendants failed to meet their burden to show plaintiff executed the Agreement, we affirm the order on this basis.

IV. DISPOSITION

The trial court’s January 8, 2019, order denying defendants’ petition to compel arbitration is affirmed. Plaintiff is to recover her costs on appeal.

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

FIELDS

J.

We concur:

McKINSTER

Acting P. J.

MILLER

J.