MARCIA RANKIN, ET AL.
BRINTON WOODS OF FRANKFORT, LLC, ET AL.
Argued: April 9, 2018
Circuit Court for Baltimore City Case No. 24-C-16-005938
Meredith, Leahy, Sharer, J. Frederick (Senior Judge,
Specially Assigned), JJ.
Charles, Jr. died during his brief stay as a patient at
Brinton Woods of Frankford, LLC. Thereafter, appellants,
Marcia Rankin, individually and as personal representative of
her father's estate, Mark Allen, and Dawn Tracey brought,
in the Circuit Court for Baltimore City, a negligence action
for survival and wrongful death claims against several
Brinton Woods entities.
Woods responded to the complaint by filing a motion to compel
arbitration pursuant to provisions of the admission contract,
which had been executed by Rankin on behalf of Mr. Charles.
The circuit court ruled that Rankin had acted as her
father's agent - on an apparent agency theory - when she
executed the admission contract on his behalf and, therefore,
the estate was bound by the arbitration agreement provisions.
court granted Brinton Woods' motion as to the survival
claims, but denied the motion as to the wrongful death
claims. The Court ordered a stay of the wrongful death
proceedings pending arbitration of the survival claims.
Estate asserts that the circuit court erred in granting
Brinton Woods' petition to compel arbitration, based on
its finding of apparent agency. Alternatively, it asks this Court
to hold the arbitration clause unenforceable as
we shall hold that the circuit court erred in finding Rankin
to have been Mr. Charles' agent, and therefore erred in
ordering arbitration based on that finding, we shall reverse
and remand the matter for further proceedings. Moreover, we
find the arbitration provisions of the contract to be
unconscionable and, therefore, unenforceable.
Charles entered Brinton Woods Post-Acute Care Center on June
19, 2015. The day prior to his admission, Rankin executed an
admission contract on his behalf. The contract included a
clause that required all disputes that "arise
regarding the care or treatment of the Resident while
residing at this Facility," be submitted to a mediator
for resolution. The resolution clause further provided that,
if mediation efforts failed to resolve the disputes,
"any controversy that remains unsettled after
mediation[, ]" must be submitted to an arbitration
Estate's Complaint alleged that, while in the care of
Brinton Woods, Mr. Charles developed serious health concerns
including "painful pressure ulcers [bed sores] and
penile necrosis [gangrene]," as a result of being
deprived of adequate toileting, skin, and catheter care.
These adverse conditions were alleged to have been caused by
Brinton Woods' negligence and, thus, responsible for
having caused and expedited his death.
Estate's Complaint was filed on November 14, 2016. Prior
to answering the complaint, Brinton Woods filed a Petition to
Compel Mediation and/or Arbitration and Motion to Dismiss or
Stay Proceedings. Brinton Woods asserted that Rankin executed
the admission contract as the health care agent for Mr.
Charles, thus binding the Estate to the arbitration clause.
Estate's response, it argued that Rankin was not Mr.
Charles' agent, and had neither actual nor apparent
authority under his advance directive, or otherwise, to enter
into an arbitration agreement on his behalf. Alternatively,
it argued that the arbitration agreement was unconscionable
and should not be enforced.
a hearing, the circuit court issued a memorandum opinion and
order granting Brinton Woods' petition as to the survival
claim only and stayed the wrongful death claim. The motion to
dismiss was denied.
our review of a circuit court's decision involves both
questions of fact and of law,
we apply different standards of review to the questions of
fact and to the questions of law. One of our considerations
is whether [the signing party] was [the patient's] agent
for purposes of binding him to the arbitration agreement.
This is a factual determination that we review using the
clearly erroneous standard. Under the clearly erroneous
standard, we will not disturb the factual findings of the
trial court [i]f there is any competent evidence to support
th[ose] factual findings. As to questions of law, both
parties have presented legal arguments based on their
interpretation of statutory and case law. We consider those
arguments de novo; in other words, we review the
questions as a matter of law….
Dickerson v. Longoria, 414 Md. 419, 432-33 (2010)
(internal quotations and citations omitted).
case was heard below on Rankins's Motion to Dismiss
Brinton Woods' Petition to Compel Arbitration. Because
enforceability of the arbitration agreement depends on
whether Rankin was her father's agent and authorized to
enter into such an agreement on his behalf, we review the
circuit court's finding of apparent agency.se was
The Court's Agency Finding
explained that, "[w]hen a party asserts a claim that is
dependent upon an agency relationship created by inference,
that party has the burden of proving the existence of the
principal-agent relationship, including its nature and its
extent." Jackson v. 2109 Brandywine, LLC, 180
Md.App. 535, 565 (2008) (citing Hofherr v. Dart
Industries, Inc., 853 F.2d 259, 262 (4th Cir. 1988)).
Agency is a question of fact and such a finding will not be
disturbed unless it was clearly erroneous. See
Dickerson, 414 Md. at 433.
circuit court concluded that "Rankin had apparent
authority to enter into the agreement with [Brinton Woods][,
]" finding that, "[a]t the time the contract was
signed, [Brinton Woods] had not yet evaluated the
decedent's capacity and had no knowledge as to whether or
not he was capable of entering into the contract
himself." The court also found that the "Advance
Directive was provided to the Defendant Brinton Woods at the
time of admission to its facility." Additionally, the
court found that Rankin "identified herself as both
'agent' and 'daughter' of her father[,
]" and placed significance on the fact that "he
moved into the facility." (Emphasis in original).
Based on those findings, the court concluded that "[Mr.
Charles] was fully aware and complicit in allowing [Rankin]
to act as his apparent agent, and that [Brinton Woods]
reasonably relied on that apparent agency."
juncture, the record before the circuit court consisted of,
in addition to the pleadings: the initial complaint, with the
attached Letters of Administration of a Small Estate and the
Certificate of Merit and Report; the petition to compel
arbitration, with the attached copy of the admission contract
and the Daren Cortese affidavit; the response opposing the
petition, with a copy of the advance directive and
Rankin's affidavit; and Brinton Woods' reply to the
response opposing the petition.
Woods' petition to compel arbitration, and supporting
memorandum, asserted that Rankin "is identified in the
Admission Contract as her father's agent[, ]" and
that "she had provided documentation to Brinton Woods
identifying her as the health care agent of Mr.
Charles." Those assertions were supported by repeated
references to the Cortese affidavit and excerpts from the
admission contract. The advance directive executed by Mr.
Charles, referred to in the Cortese affidavit, however, was
not appended to the petition.
Cortese affidavit, relied on by Brinton Woods, does not in
fact support those assertions or the court's finding that
the advance directive had been provided to Brinton Woods at
the time the admission contract was executed. The affidavit,
executed by Cortese as "President and Owner of Defendant
Brinton Woods Health Care Center, LLC[, ]" provides that
the affiant is "familiar with the operations" and
that he reviewed "materials relating to the
admission" of Mr. Charles. (Emphasis added). Further,
based on his review of those materials, he "can attest
that the Admission Contract is a true and accurate copy of
the Admission Contract from the Brinton Woods business
records governing the admission [sic] Willie Charles,
Jr." While the affidavit might have supported the
accuracy of the copy of the admission contract provided from
the business records, it does not support the circumstances
surrounding the contract's execution or the receipt of
the advance directive.
Cortese affidavit also affirms an inaccurate representation,
purporting that the advance directive "authorized Ms.
Rankin to make health care decisions on [Mr. Charles']
behalf[, ]" which was contradicted by both Rankin's
affidavit and the language of the advance directive itself,
as it failed to include that such authority was conditioned
on Mr. Charles being certified as incapable of making
informed decisions regarding his own health care. The
language of the advance directive clearly established the
condition precedent for its efficacy, by stating "[m]y
agent's authority becomes operative when my attending
physician and a second physician determine and certify in
writing that I am incapable of making an informed decision
regarding my health care …." To this point, the
circuit court correctly concluded that "Rankin did not
have actual authority since the decedent's Advance
Directive only conveyed actual authority to [Rankin] at such
time that decedent was incapacitated." Notwithstanding
that finding, the court appears to have relied on the advance
directive and, possibly, the Cortese affidavit's
reference, as evidence of Rankin's apparent agency.
support of its finding of Rankin's apparent agency, the
court posed the rhetorical question: "Why else would
[Rankin] have shown the Advance Directive to [Brinton Woods]
if not to satisfy [it] that she had the ability/authority to
sign the admissions contract?"
circuit court challenged the Estate's arguments during
the petition hearing, stating that:
It is disingenuous to argue, as Plaintiff's [sic] counsel
did at the hearing, that the decedent was not aware that an
admission contract of some kind was signed before he was
admitted to Defendant Brinton Woods. To insist on one hand
that he was totally competent as to invalidate the Advance
Directive but not competent enough to know a nursing home