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Sovereign Healthcare of Tampa, LLC et al. v. The Estate of William S. Yarawsky, Case No. 2D13-2083 (2nd DCA)

In Yarawsky, the Second DCA affirmed a trial court order rescinding an earlier order granting arbitration. Mr. Yarawsky was a resident in a nursing home for ten months. After his death, his family brought suit against the nursing home alleging negligence and violations of his nursing home resident's rights. The nursing home moved to compel arbitration on the basis of an arbitration provision in the resident admission and financial agreement executed when Mr. Yarawsky became a resident of the nursing home. The trial court entered an order compelling arbitration, and upon reconsideration, based upon Perry ex rel. Perry v. Sovereign Healthcare of Metro W., 100 So. 3d 146 (Fla. 5th DCA 2012), the trial court rescinded its original order. Mr. Yarawsky's family argued that Mr. Yarawsky did not sign the resident admission and financial agreement, and Mrs. Yarawsky, who signed the agreement as the responsible party, did not have authority to sign on Mr. Yarawsky's behalf.

The Yarawsky court provided a detailed analysis of Perry. In Perry, the Fifth DCA noted that even though the residency agreement was between the nursing home and the resident, the resident never signed the agreement and the resident's name never appeared in the agreement. The agreement permitted someone to sign on the resident's behalf, and it provided a place for that person to indicate his or her relationship to the resident. That portion of the agreement was left blank in Perry. The Perry court found that it was apparent from the agreement that the signatory signed as the responsible party who undertook the obligation of a guarantor for payment on behalf of the resident. The court held that nobody signed the agreement on behalf of the resident and the agreement could not be enforced as to the resident. The Perry court also noted that there was no evidence that the residence was incapable of signing the agreement on his or her behalf. In addition, there was no evidence that the signatory had authority to bind the resident to the arbitration agreement.

The Yarawsky court found that the relevant portions of the agreement in the Yarawsky case were identical to those in Perry, and no one in Perry signed the agreement on behalf of the resident. There was a line for a person to sign for the resident, but the line was left blank. The agreement also stated that if an individual other than the resident signs on behalf of the resident, the individual should indicate the relationship. That section was also left blank. The Yarawsky court added that even had the signatory signed on behalf of the resident, there was no evidence that she had authority to sign on behalf of Mr. Yarawsky's behalf.

The Yarawsky additionally rejected the nursing home's argument that the signatory had authority to sign on his behalf because Mr. Yarawsky was an intended beneficiray of the agreement, and was bound by the agreement because he received the benefit of the bargain of the agreement. The court noted that the cases the nursing home relied upon did not discuss whether the signatory signed on behalf of the third-party beneficiary, and the agreement at issue in Perry was not actually signed on behalf of the resident. The concept of third party beneficiary requires that there be at least two parties to the contract, a promisor and a promisee. In Perry, there was no promisee signing on behalf of the resident. Mrs. Yarawsky signed the agreement as the responsible party, undertaking the obligation of a guarantor for payment. Nobody signed the contract on behalf of the resident. "Because nobody signed the agreement on behalf of the resident or as the resident's legal representative, Mr. Yarawsky is not a third-party beneficiary of the agreement or the arbitration provisions within the contract.

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