Mark Odum, Executor de son tort of the Estate of Joseph Norton, Appellant,
LP Graceville, LLC, d/b/a Signature Healthcare of North Florida, a foreign corporation and Signature Healthcare Consulting Services, LLC, a foreign corporation, Appellees.
final until disposition of any timely and authorized motion
under Fla. R. App. P. 9.330 or 9.331.
appeal from the Circuit Court for Jackson County. Christopher
N. Patterson, Judge.
Charles M-P George of the Law Offices of Charles M-P George,
Coral Gables, and R. Waylon Thompson of Manuel &
Thompson, P.A., Panama City, for Appellant.
J. Fudge and W. Benjamin Broadwater, of Fudge Broadwater,
P.A., St. Petersburg, for Appellees.
appeals the trial court's order compelling arbitration
based on a delegation clause in the arbitration
agreement. The order stated that only the arbitrator
could determine whether Appellees were parties to the
arbitration agreement. We agree with Appellant that this
statement is inaccurate, but affirm
brought suit on behalf of his deceased father against
Appellees, alleging that they were the owners, operators,
managers, and licensees of the nursing home that allegedly
neglected his father. Appellees filed a motion to compel
arbitration based on an arbitration agreement that included a
delegation provision requiring the arbitrator to decide
threshold claims such as the agreement's enforceability.
Appellant responded that Appellees did not sign the agreement
(only a representative of the nursing home did) and only the
signatory could enforce it. At a hearing on the motion,
Appellant again argued that only the signatory to the
agreement-not affiliates- may enforce it. Appellees
disagreed, noting that the agreement explicitly included
"all affiliates, parents, officers, owners, members,
agents, successors and assigns" of the nursing home.
After the trial court directed the parties to proceed to
Appellant's second argument, Appellant asked for one more
word and stated that Appellees had not admitted any evidence
that they are affiliates of the nursing home. The trial court
granted Appellees' motion to compel arbitration, finding
in its order that "any questions about who may have
entered [into the] Agreement are to be submitted to an
arbitrator" because the "parties have delegated
such 'gateway' issues" in the agreement's
agreements, particularly those governed by the Federal
Arbitration Act, are contracts that must be enforced
according to their terms, save for applicable contract
defenses. Rent-A-Ctr., W., Inc. v. Jackson, 561 U.S.
63, 67-68 (2010). Arbitration agreements may include a
"delegation provision," which is an "agreement
to arbitrate threshold issues concerning the arbitration
agreement." Id. at 68. The United States
Supreme Court has made clear that "parties can agree to
arbitrate 'gateway' questions of
'arbitrability,' such as whether the parties have
agreed to arbitrate or whether their agreement covers a
particular controversy." Id. at 68-69. The
Court noted however that it was only addressing the validity
of the agreement, not whether one "was ever
concluded." Id. at 70 n.2 (quoting Buckeye
Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 444 n.1
(2006)). In Buckeye, the Court made the same
distinction and stated that it did not address questions of
whether an agreement "was ever concluded," such as
"whether the alleged obligor ever signed the
contract[.]" 546 U.S. at 444 n.1.
analysis was further explained by the Fifth Circuit Court of
Appeals as follows:
Enforcement of an arbitration agreement involves two
analytical steps. The first is contract formation- whether
the parties entered into any arbitration agreement at
all. The second involves contract interpretation to
determine whether this claim is covered by the
arbitration agreement. Ordinarily both steps are questions
for the court. But where the arbitration agreement contains a
delegation clause giving the arbitrator the primary power to
rule on the arbitrability of a specific claim, the analysis
Kubala v. Supreme Prod. Servs., Inc., 830 F.3d 199,
201 (5th Cir. 2016) (citations omitted). The court concluded
that "if the party seeking arbitration points to a
purported delegation clause," the court "performs
the first step-an analysis of contract formation-as it always
does," then decides "whether the purported
delegation clause is in fact a delegation clause[.]"
Id. at 202. If the parties entered into an
arbitration agreement and a delegation ...