Setlock v. Pinebrook Personal Care & Retirement Center

DISSENTING OPINION BY

GANTMAN, J.:

I respectfully disagree with the majority’s decision to affirm. Instead, I would hold that the Resident Agreement and its arbitration clause encompassed Appellee’s wrongful death action and reverse the order denying Appellant’s petition to compel arbitration. Hence, I dissent.

Pennsylvania courts strongly favor arbitration for the resolution of legal disputes. Ross Development Co. v. Advanced Bldg. Development, Inc., 803 A.2d 194, 196 (Pa.Super.2002) (citing cases). Under Pennsylvania law, interpretation of arbitration agreements involves two competing principles:

(1) arbitration agreements are to be strictly construed and not extended by implication; and (2) when parties have agreed to arbitrate in a clear and unmistakable manner, every reasonable effort should be made to favor the agreement unless it may be said with positive assurance that the arbitration clause involved is not susceptible to an interpretation that covers the asserted dispute.
*913To resolve this tension, courts should apply the rules of contractual constructions, adopting an interpretation that gives paramount importance to the intent of the parties and ascribes the most reasonable, probable, and natural conduct to the parties. In interpreting a contract, the ultimate goal is to ascertain and give effect to the intent of the parties as reasonably manifested by the language in the written agreement.

Callan v. Oxford Land Development, Inc., 858 A.2d 1229, 1233 (Pa.Super.2004) (quoting Highmark Inc. v. Hospital Service Ass’n. of Northeastern Pennsylvania, 785 A.2d 93, 98 (Pa.Super.2001), appeal denied, 568 Pa. 720, 797 A.2d 914 (2002)) (internal citations and quotation marks omitted).

In determining the intent of the parties to a written agreement, the court looks to what they have clearly expressed, for the law does not assume that the language was chosen carelessly. When interpreting agreements containing clear and unambiguous terms, we need only examine the writing itself to give effect to the parties’ intent.

Melton v. Melton, 831 A.2d 646, 653-54 (Pa.Super.2003) (quoting Profit Wize Marketing v. Wiest, 812 A.2d 1270, 1274 (Pa.Super.2002)). In other words, the intent of the parties is generally the writing itself. Kripp v. Kripp, 578 Pa. 82, 90, 849 A.2d 1159, 1163 (2004). Moreover, “a contract must be construed as a whole and the parties’ intentions must be ascertained from the entire instrument; effect must be given to each part of a contract.” Purdy v. Purdy, 715 A.2d 473, 475 (1998), appeal denied, 568 Pa. 648, 794 A.2d 363 (1999).

“Where a contract dispute arises between parties to a contract containing an unlimited arbitration clause, the parties must resolve their dispute through arbitration.” Callan, supra at 1233.

Unless the parties impose some limitation on the arbitrator’s authority, the arbitrator may decide all matters necessary to dispose of any disputed claims subject to arbitration and, the court may not impose any restrictions sua sponte. Accordingly, “all” contract disputes does mean “all” contract disputes unless otherwise agreed by the parties.
An agreement to arbitrate disputes arising from a contract encompasses tort claims where the facts which support a tort action also support a breach of contract action. A claim’s substance, not its styling, controls whether the complaining party must proceed to arbitration or may file in the court of common pleas.

Id. at 1233 (internal citations omitted). See also Midomo Co., Inc. v. Presbyterian Housing Development Co., 739 A.2d 180, 188 (Pa.Super.1999) (explaining: “[Wjhere a contract provides for arbitration of all claims or disputes arising out of or relating to the contract, the parties intended to submit all of their grievances to arbitration, regardless of whether the claims sounded in tort or contract”); Shadduck v. Christopher J. Kaclik, Inc., 713 A.2d 635 (Pa.Super.1998) (holding parties intended to submit all of grievances to arbitration, regardless of whether claims sounded in tort or contract; arbitration provision did not include limiting language that only contract claims fell within purview of agreement).

Contrary to the majority’s assertion, Ap-pellee’s wrongful death action is not a distinctly different cause of action from anything contemplated by the terms of the Resident Agreement. Significantly, the Resident Agreement covered “Routine Personal Care Services” including basic assistance with tasks of daily living, which Appellant agreed to provide for Decedent. (See Resident Agreement, attached as Exhibit B to Appellant’s Petition to Compel *914Arbitration at 1, § 2.a.; R.R. at 25a). The Resident Agreement also covered “Visits to a Physician, Clinic, or Hospital.” “If Resident should require a visit to a physician, clinic, or hospital. The Center will assist Resident in arranging for such visits.” (Id. at 6, § 21.; R.R. at 30a). The parties appended a rate schedule to the Resident Agreement, setting forth the costs for transportation services and escorts to Decedent’s medical appointments. (Id. at 12; R.R. at 35a). Moreover, the Resident Agreement included the following unlimited arbitration clause:

Any dispute [or] controversy arising out of or in connection with under or pursuant to this Agreement shall be determined by arbitration under the then existing rules of the American Arbitration Association, or a mutually acceptable equivalent, which determination shall be filed and be conclusive and binding upon the parties hereto and judgment thereon may be entered in any court having jurisdiction. The cost of said arbitration shall be born equally by the parties and be held in Schuylkill County Pennsylvania.

(Id. at 8, § 27.; R.R. at 32a) (emphasis added).

The majority emphasizes that the Resident Agreement contained no clause “governing the standard of medical care to be provided by [Appellant’s] employees,” which I think is irrelevant because Appel-lee’s amended complaint does not address “medical care” provided by Appellant’s employees. Rather, the amended complaint averred Decedent suffered injuries during transportation from the retirement center to a doctor’s appointment. The complaint specified that Appellant arranged for the transportation, assigned an escort to assist Decedent, and the escort was pushing Decedent’s wheelchair at the time of the accident. Here, the alleged tortious conduct arose out of or in connection with the Resident Agreement, which directly involved the companion and transportation services Appellant provided for Decedent’s medical appointments. Further, the parties placed no limiting language in the arbitration clause; therefore, the parties contemplated arbitration for any controversy connected to the Resident Agreement.

In my opinion, Appellee’s tort claims are fundamentally connected to the services provided under the resident Agreement and therefore subject to the arbitration clause in the Resident Agreement. See Callan, supra. The majority minimizes the importance of this broad arbitration provision and, instead, applies and extends Midomo, supra as if Midomo were the general rule (while at the same time calling that case into question), and not the exception to the general rule in favor of enforcing arbitration agreements. See Ross Development Co., supra. Contrary to the majority, I am convinced the arbitration clause at issue encompassed Appel-lee’s tort claim; and the trial court erred in denying Appellant’s petition to compel arbitration. Accordingly, I dissent.