Judge Lee W. Tsao, Case 23NWCV00353 2023-04-20 Tentative Ruling

Judge: Lee W. Tsao, Case: 23NWCV00353, Date: 2023-04-20 Tentative Ruling

Case Number: 23NWCV00353 Hearing Date: April 20, 2023 Dept: C

SOLIS v. POSADA SL LLC

CASE NO.: 23NWCV00353

HEARING: 04/20/23

TENTATIVE ORDER

I. Defendants POSADA SL, LLC; RODNEY RADNIA; and MICHAEL RADNIA’s Motion to Compel Arbitration is DENIED.

II. Plaintiff’s Motion for Trial Preference is DENIED without prejudice.

Plaintiff to give notice.

Motion to Compel Arbitration

Defendants POSADA SL, LLC; RODNEY RADNIA; and MICHAEL RADNIA move to compel arbitration, arguing that there is a written agreement to arbitrate that was executed on Plaintiff’s behalf by her self-appointed agent (Martha Pacheco) via an Advanced Healthcare Directive.

In Opposition, Plaintiff argues that the Motions should be denied because the defendants moving to compel arbitration herein are non-signatories to the Arbitration Agreement at issue. Moreover, Plaintiff argues that Defendants have failed to meet their burden of proving the existence of a valid arbitration agreement.

Except for specifically enumerated exceptions, the court must order the petitioner and respondent to arbitrate a controversy if the court finds that a written agreement to arbitrate the controversy exists. (See CCP §1281.2.) “In California, [g]eneral principles of contract law determine whether the parties have entered a binding agreement to arbitrate.” (Craig v. Brown & Root, Inc. (2000) 84 Cal.App.4th 416, 420.) “A petition to compel arbitration or stay proceedings pursuant to CCP §§1281.1 and 1281.4 must state, in addition to other required allegations, the provisions of the written agreement and the paragraph that provides for arbitration. The provisions must be stated verbatim or a copy must be physically or electronically attached to the petition and incorporated by reference.” (C.R.C. Rule 3.1330.)

The petitioner bears the burden of proving the existence of a valid arbitration agreement by the preponderance of the evidence, and a party opposing the petition bears the burden of proving by a preponderance of the evidence any fact necessary to its defense. In these summary proceedings, the trial court sits as a trier of fact, weighing all the affidavits, declarations, and other documentary evidence, as well as oral testimony received at the court’s discretion, to reach a final determination. (Engalia v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951.)

Here, it is undisputed that Defendants POSADA SL, LLC; RODNEY RADNIA; and MICHAEL RADNIA—the parties moving to compel arbitration herein are non-signatories to the Arbitration Agreement. The Agreement at issue is between KA-6 Associates, LLC; Northstar Senior Living, Inc., and Alicia Solis (by her self-appointed agent (Martha Pacheco) via an Advanced Healthcare Directive).

“As one authority has stated, there are six theories by which a nonsignatory may be bound to arbitrate: ‘(a) incorporation by reference; (b) assumption; (c) agency; (d) veil-piercing or alter ego; (e) estoppel; and (f) third-party beneficiary.” (Jenks v. DLA Piper Rudnick Gray Cary US LLP (2015) 243 Cal.App.4th 1, 9-10.) Here, the FAC alleges that the three non-signatory owned, operated, and/or controlled the residential care facility that provided care to Plaintiff. (See Complaint ¶¶2-3.). However, the Arbitration Agreement submitted to the Court clearly states that the Agreement at issue is between KA-6 Associates, LLC; Northstar Senior Living, Inc., and Alicia Solis (by her self-appointed agent (Martha Pacheco) via an Advanced Healthcare Directive.

In Reply, the Moving Defendants submit the Declaration of Diana Bautista-Martinez which states: “The facility where Alicia Solis resided is Posada SL LLC…. The facility was previously named KA-6 Associates LLC… when it was under prior ownership.” (Bautista-Martinez Decl. ¶2.) “The Residence and Care Agreement contains a typo as it names the facility as being KA-6 Associates LLC, which was the prior owner. At the time Alicia Solis was admitted to the facility the facility was under new ownership and the name of the facility changed to Posada SL LLC….” (Id. ¶4.) Equitable estoppel permits a nonsignatory defendant to “invoke an arbitration clause to compel a plaintiff to arbitrate its claim when the causes of action against the nonsignatory are intimately founded in and intertwined with the underlying contract obligations.” (Garcia v. Pexco, LLC (2017) 11 Cal.App.5th 782, 786.). “[A] plaintiff who seeks to hold nonsignatories liable… by alleging they are unified with the signatory entity cannot also adopt the inconsistent position that the arbitration provision in the contract is unenforceable by or against those individuals.” (Rowe v. Exline (2007) 153 Cal.App.4th 1276, 1288.)

The Court finds that the doctrine of equitable estoppel applies under these facts. That the moving parties are non-signatories to the Arbitration Agreement does not prevent them from seeking its enforcement.

However, the Court finds that the Agreement at issue is unenforceable. The Agreement was executed by Martha Pacheco, as the representative and agent of Alicia Solis. It is undisputed that Alicia Solis executed a valid Advance Health Care Directive Form. (Bautista-Martinez Decl., Ex. B.) The facts of this case are analogous to Logan v. Country Oaks Partners (2022) 82 Cal.App.5th 365, wherein Division 4 of the Second Appellate District held that a health care directive does not grant an agent the power to enter into an arbitration agreement on behalf of the patient. The Court is aware that Logan is currently pending before the Supreme Court (Case No. S276545). Until the Supreme Court states otherwise, this Court will follow Logan for its “potentially persuasive value” (CRC Rule 8.1115(e)(1)).

Defendant argues that the court should follow Garrison v. Superior Court (2005) 132 Cal.App.4^th 253 and Hogan v. Country Villa Health Services (2007) 148 Cal.App.4^th 259, cases which held that a health care agent has the authority to execute and bind the principal to an arbitration agreement. Most jurisdictions, however, have ruled execution of an arbitration agreement is not a health care decision. (Miller v. Life Care Centers of America (2020) 2020 WY 155 (cases cited therein). The court finds the majority view more persuasive.

The Motion is DENIED.

Motion for Trial Preference

The Motion for Trial Preference is DENIED without prejudice. The case is not yet at issue. No Answers have been filed and discovery is ongoing. The pleadings are not settled. Based on the Court’s record, Plaintiff’s case cannot be tried within 120 days, exercising reasonable diligence.