United States District Court, M.D. Pennsylvania
the Court is Petitioners Golden Gate National Senior Care
LLC's, et al.,  motion to compel arbitration and
stay state court proceedings. (Doc. No. 7.) For the following
reasons, the Court will deny without prejudice the motion to
are eight business entities (Doc. No. 1 ¶¶ 2-9),
and Respondent Donna M. Bateman is the administratrix of the
estate of her mother Doris J. Snyder (Id.
¶¶ 11-12). From June 15, 2012 to March 15, 2014,
Snyder resided at one of Petitioners' nursing home
facilities, Golden LivingCenter - West Shore Facility
(“the Facility”), in Camp Hill, Pennsylvania.
(Id. ¶ 11.) Around the time of Snyder's
admission to the Facility, Respondent Bateman allegedly
signed an arbitration agreement (“Arbitration
Agreement”) on Synder's behalf and pursuant to a
durable power of attorney dated March 15, 2012. (Id.
April 25, 2016, Respondent Bateman filed a complaint in the
Court of Common Pleas of Cumberland County, Pennsylvania
against the Petitioners, Beverly Fry, and Denise Curry. (Doc.
Nos. 1 ¶ 26; 1-2.) In her state-court complaint,
Respondent Bateman brought three counts against Respondents,
alleging inter alia that Petitioners insufficiently
staffed the Facility, failed to provide the resources
necessary for Snyder, and caused injury to Snyder as of
result of their negligence, carelessness, and recklessness.
(Doc. No. 1-2 ¶¶ 42, 46, 51, 89, 105-109, 120,
129.) Respondent Bateman brought her second and third count
pursuant to 42 Pa. C.S. § 8302 (“Survival
Statute”) and 42 Pa. C.S. § 8301 (“Wrongful
Death Statute”), respectively. (Id.
¶¶ 124, 133.)
16, 2016, Petitioners filed a petition for order compelling
arbitration with this Court. (Doc. No. 1.) In their petition,
Petitioners bring a count to compel arbitration under the
Federal Arbitration Act (“FAA”), 9 U.S.C.
§§ 1-16, a count to enjoin Respondent from pursuing
the state-court action, and a count for declaratory relief.
(Id.) Petitioners attach the Arbitration Agreement
to their petition. (Doc. No. 1-3.) On May 27, 2016,
Petitioners filed a motion to compel arbitration pursuant to
the FAA, 9 U.S.C. §§ 1-16. (Doc. No. 7.)
Petitioners filed a brief in support on May 27, 2016 (Doc.
No. 8.) Respondent filed a brief in opposition on July 7,
2016 (Doc. No. 13), a motion for leave to file a supplemental
brief and for arbitration-related discovery on July 25, 2016
(Doc. No. 16), and a supplemental brief in opposition on July
25, 2016 (Doc. No. 17).
March 7, 2017, the parties informed this Court that, in
accordance with a December 8, 2016 stipulated order in the
underlying state court proceedings, the parties have begun to
conduct arbitration-related discovery in order for Respondent
to “explore her contract defenses.” (Doc. No.
30-1 ¶¶ 4, 6; 31 at 7.) The parties also report
being currently engaged in a discovery dispute in the
underlying state court proceedings over the deposition of an
admissions employee. (Doc. No. 30 at 2-3; 31 at 2.)
Petitioners' motion to compel has been fully briefed and
is now ripe for disposition.
Federal Arbitration Act (“FAA”), 9 U.S.C.
§§ 1-16, provides the “body of federal
substantive law establishing and governing the duty to honor
agreements to arbitrate disputes” and expresses a
“strong federal policy in favor of resolving disputes
through arbitration.” Century Indem. Co. v. Certain
Underwriters at Lloyd's, London, 584 F.3d 513, 522
(3d Cir. 2009). Even in light of the FAA, however,
arbitration is “strictly a matter of contract.”
Bel-Ray Co. v. Chemrite (Pty) Ltd., 181 F.3d 435,
444 (3d Cir. 1999). “If a party has not agreed to
arbitrate, the courts have no authority to mandate that he do
so.” Id. “Thus, in deciding whether a
party may be compelled to arbitrate under the FAA, we first
consider ‘(1) whether there is a valid agreement to
arbitrate between the parties and, if so, (2) whether the
merits-based dispute in question falls within the scope of
that valid agreement.'” Flintkote Co. v. Aviva
PLC, 769 F.3d 215, 220 (3d Cir. 2014) (quoting
Century Indem., 584 F.3d at 527).
the first question, the United States Court of Appeals for
the Third Circuit has recently clarified “the standard
for district courts to apply when determining whether, in a
specific case, an agreement to arbitrate was actually
reached.” Guidotti v. Legal Helpers Debt
Resolution, L.L.C., 716 F.3d 764, 771 (3d Cir. 2013). In
effect, to determine whether there is a valid agreement to
arbitrate, a district court “must initially decide
whether the determination is made under Fed.R.Civ.P. 12(b)(6)
or 56.” Sanford v. Bracewell & Guiliani,
LLP, No. 14-1763, 2015 WL 4035614, at *2 (3d Cir. July
2, 2015). The Rule 12(b)(6) standard is appropriate where
“it is apparent, based on ‘the face of a
complaint, and documents relied upon in the complaint, '
that certain of a party's claims ‘are subject to an
enforceable arbitration clause.'”
Guidotti, 716 F.3d at 776; accord Sanford,
2015 WL 4035614, at *2. In such cases, a court may
“consider only the complaint, exhibits attached to the
complaint, matters of public record, as well as undisputedly
authentic documents if the complainant's claims are based
upon these documents.” Guidotti, 716 F.3d at
772 (quoting Mayer v. Belichick, 605 F.3d 223, 230
(3d Cir. 2010)).
contrast, the Rule 56 standard is appropriate: (1) where
“the motion to compel arbitration does not have as its
predicate a complaint with the requisite clarity to establish
on its face that the parties agreed to arbitrate, ” or
(2) where “the opposing party has come forth with
reliable evidence that is more than a naked assertion ...
that it did not intend to be bound by the arbitration
agreement, even though on the face of the pleadings it
appears that it did.” Guidotti, 716 F.3d at
774; accord Sanford, 2015 WL 4035614, at *2. In such
cases, the district court should allow limited discovery on
the question of arbitrability before “entertaining
[the] motion [to compel arbitration] under a summary judgment
standard.” Guidotti, 716 F.3d at 780.
move the Court to determine that a valid agreement to
arbitrate exists under the Rule 12(b)(6) standard, compel
arbitration, and stay the state court proceedings. (Doc. No.
7.) Respondent contends that her wrongful death claims are
not subject to arbitration because Petitioners did not obtain
the signatures of two wrongful death beneficiaries. (Doc. No.
13 at 3.) As to Respondent's survival claims, she seeks
an opportunity to conduct discovery to determine whether a
“meeting of the minds” occurred, whether any
contract defenses exist, and whether Petitioners'
relationship with their arbitration provider, JAMS,
“poses a real threat to an injured resident's
ability to a fair and impartial proceeding.”
(Id. at 9-11.)
discussed above, the Court must decide (1) whether the
complaint facially establishes arbitrability; and (2) if so,
whether Plaintiff has put forward “reliable evidence
that is more than a naked assertion ... that it did not
intend to be bound by the arbitration agreement, even though
on the face of the pleadings it appears that it did.”
Guidotti, 716 F.3d at 774. This inquiry requires the
Court to distinguish between (1) a “mere naked
assertion that [Plaintiff] did not intend to be bound by the
terms” of an arbitration agreement and (2) a ...