Extendicare Homes, Inc. v. Whisman

NOBLE, J.,

DISSENTING:

Although I agree with some points made by the majority, which are actually not at issue in these cases, I concur with Justice Abramson’s dissent. I dissent from the majority’s holding that crafts a rule requiring special treatment of the right to a jury trial that conversely treats the right to arbitrate as a lesser process when the United States Supreme Court has held that it is at least an equal process of dispute resolution, if not a preferred one, under the Federal Arbitration Act (FAA). Justice Abramson has pointed this out at some length and I will not repeat her analysis here. I also cannot see that this elevation of the right to trial by jury actually affects the formation of a contract to arbitrate, which is essentially the only question left to state law after AT & T Mobility, LLC v. Concepcion, 563 U.S. 333, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011). At least, if it does, it does so by fíat.

And, I take issue with the majority’s listing of other possible acts, such as binding a principal to personal servitude, to demonstrate the grave harm that comes from allowing an agent to make important decisions on behalf of a principal, as nothing more than a non sequitur, or irrelevant speculation, because none of the events suggested in any way compares with making a logical and legal decision to allow for the arbitration of disputes. Of course an agent may not do that which is illegal, nor under his fiduciary obligations can he act against his principal’s best interest, which all the examples listed would certainly be. Our law already allows for a remedy if an agent so forgot him or herself, including criminal prosecutions and civil damage awards. I cannot see entering into an arbitration agreement rather than choosing a trial by jury as in any way comparable. There is simply no “horse” to be let out of the ‘‘barn” here.

I write separately, however, to state my view on agency law as applied in these important cases, which has become needlessly confused since this Court’s decision in Ping v. Beverly Enterprises, Inc., 376 S.W.3d 581 (Ky. 2012).

First, I acknowledge that there are thorny state-law questions regarding the formation of a binding arbitration agreement after the U.S. Supreme Court’s decision in Concepcion. But what that case makes clear is that a state may not make statutory or case law determinations that serve to limit the use of arbitration agreements *356under the FAA. As a federal statute, that Act obviously enjoys the protection of-the Supremacy Clause of the United States Constitution. Any state statute or case holding that is contrary to the application of the FAA cannot stand.

But even in Concepcion, the Supreme Court recognized, as Justice Abramson points out, that whether an arbitration agreement has been created is a state-law contract-formation question. This Court has addressed this question in several cases, but most distinctly in J.P.Morgan Chase Bank, N.A. v. Bluegrass Powerboats, 424 S.W.3d 902 (Ky. 2014). In. that case, the trial court had to determine if the parties had entered into an arbitration agreement to resolve bank-account disputes. through arbitration rather-than access .to court.; . The trial court first held that there was such an agreement, but later revisited that decision and concluded that , there was not, This Court upheld that conclusion, finding that not only did. a trial court have the legal authority to revisit any interim order, but that it also had the authority to say whether an arbitration agreement had been formed in the first instance. This conclusion cemented the rule in, Kentucky, as recognized by the U.S. Supreme Court, that the formation of an arbitration agreement is a matter of state contract law.

It is significant that arbitration agreements at heart are nothing more than that: agreements. The theory behind promoting arbitration is that it is viewed as a faster, less complicated proceeding than going through the full panoply of rights and procedures attendant to a trial either to the court or tea jury. This may or may not be true, but the decision to avoid court by entering into an arbitration agreement is wholly a matter of personal contract between. two- persons or entities. It is simply an agreed-upon choice as to how a dispute is to be decided. It is not compelled, any more than a citizen is compelled to seek redress in court. This freedom to choose is the essence of contract.

And, giving due' deference to the Supremacy Clause and the FAA, if a person has properly entered into an arbitration agreement, then it is enforceable, as any other contract would be.

There can be no dispute that if any of the principals in these three cases had competently entered into an arbitration agreement, he or she would be bound. These cases are complicated by the fact that the agreements in question were not first-party agreements, but instead were made by persons acting under powers of attorney for their principals. So this Court is' confronted riot with one legal question, but two. First, is the agent empowered to make such' an agreement for the principal in these cases? Second, having entered into the agreements, are they binding on the principle and the attorney in fact (or agent)? The two questions are intertwined, but both inquiries must be answered.

All three powers of attorney at issue in these cases purport to be general, durable powers of attorney. It has long been the agency law in Kentucky and elsewhere that the language in the power of attorney expresses the intent of the principal in regard to what authority the agent has. A general power of attorney is designed to allow the agent to take care of the principal’s affairs while the principal is absent or unable to act, and is viewed as giving the agent the power to do anything that the principal could do if he were acting instead. At times, a general power of attorney will use broad language granting authority to the agent, but then specifically state (and often say “but not limited to”) some specific powers that are included under that grant. General powers of attor*357ney may also contain specific limitations on otherwise broad authority, such as a specific statement saying that the general power does not include a specified action. Other powers of attorney may be specific powers of attorney, such as a power to buy cotton, even though the agent may be given unfettered authority to act in regard to buying cotton. These grants of authority to an agent have long been in use. Durable powers of attorney were created by statute to survive the incapacity of the principal, and enable the principal’s wishes to be carried out even if he or she is unable to act themselves; they áre often combined with general powers of attorney.

All three powers of attorney in these cases grant very broad authority followed by specific statements about that authority. The Whisman power gives his agent “full power for me and in my name and stead, to make contracts, ... [and] to institute or defend suits concerning my property or rights,” (emphasis added), among other grants. The Clark power grants her agent “full power for me and in my name, place and stead, in her sole discretion, to transact, handle, and dispose of all matters affecting me and/or my estate in any possible way.” (Emphasis added.) , It also specifically grants the agent the power to make contracts, and “[generally to do and perform for me and in my name all that I might do if present.” The Wellner power gives the agent the power to act “as my true and lawful Attorney-in-Fact for me and in my name, place and stead” arid then specifically provides that his agent may “demand, sue for, collect, recover and receive all debts, monies, interest, and demands whatsoever now due or that may hereafter be or become due to me including the right to institute legal proceedings therefor,” (emphasis added), among other things. It is difficult to conceive that these powers of attorney, broad as they are even in the specified statements, do not include the authority to decide on an alternative way to resolve a dispute and to enter into an agreement to do so in the best interest of the principal.

And this is true, even in the face longstanding Kentucky law that powers of attorney must be strictly construed, and that a power of attorney delegating authority to perform specific acts is limited to the specific purpose authorized. The actual language of these powers can only be read to allow such a choice unless a court does as the majority has done by excepting out the state right to a jury trial. Clearly, the United States Supreme Court has seen no conflict between the FAA and the Seventh Amendment right to a trial by jury.

' But this does not mean that if a power of attorney specifically lists actions that are included in a general power, or limits the full general exercise of power by a specifically stated limitation, .that this transforms the general power of attorney into a specific power of attorney, which has become the unfortunate reading of our holding in Ping.

In retrospect, it has become clear to me that while 'this Court reached the -right result in Ping, at least half of the reason we gave for reaching that result was not actually correct. We relied on a line of cases applying the rule of strict construction of powers of attorney to read a limit into general powers of attorney that list specific powers, even though specific powers were illustrative. The problem is that the strict-construction rule originated in cases that addressed specific powers of attorney, and held that general language accompanying what was otherwise a- specific grant of power should be read strictly so as not to expand the agent’s authority beyond that intended by the principal.

*358Among the earliest eases to lay -out this rule of strict construction (both of which are cited by the majority) are Harding v. Kentucky River Hardwood Co., 205 Ky. 1, 265 S.W. 429, 431 (1924), and U.S. Fidelity Co. v. McGinnis, 147 Ky. 781, 145 S.W. 1112 (1912). Unlike in the cases now before this Court, those cases involved specific powers of attorney granting limited powers. In Harding, for example, the agent was appointed “to act for it [the bank] in all respects in its behalf in a suit against the Kentucky River Hardwood Company and other, with full power to sign in its name a bond for costs and do other acts necessary.” 265 S.W. at 431. The Court applied the strict-construction rule to mean that the agent could not settle or discount the claim and was limited only to signing the bond. In McGinnis, the' agents in question had a power of attorney giving them authority to execute bonds in judicial proceedings (the principal, United States Fidelity & Guaranty Company, was in the. surety business). 145 S.W. at 1113. The Court applied the strict-construction rule to this power of attorney to mean that .the agents could not enter into other types of agreements, such as an agreement that another surety would be on a bond temporarily and would be released upon the execution of a bond by the principal surety company.

In these cases, the attorneys in fact, the agents, were given authority to engage in certain types of transactions. This is common in the business world. Most people encounter this type of relationship when buying insurance from an agent of an insurance company. That agent no doubt has a limited authority to engage in certain types of transactions, usually the selling of insurance products. It makes sense to apply a rule of strict construction to whatever power of attorney controls the relationship between that agent and the principal insurance company. Otherwise, fleeting general language, added only to clarify that the agent may do what is necessary to carry out the specifically directed or authorized task, could swallow the entire principal-agent relationship.

But in these cases, unlike some we have recently decided, such as Ping, we have been dealing with general powers of attorney, usually executed by a person concerned about becoming incapacitated, delb-gating to the agent the power to manage the. person’s affairs as a whole. Using the cases laying" but the strict-construction rule to support our conclusion in Ping has caused confusion with respect to powers of attorney. In Ping wé concluded that the enumeration of specific categories of decisions — financial and healthcare — along with language giving the agent the power to do acts that were “requisite and necessary to be done” and “required to be done” limited the scope of the authority that was granted. Id. at 591-94. That language is being read by lawyers and several courts to say that if specific powers are enumerated in a power of attorney, the scope of the power is limited to those enumerated acts, as a broad principle of agency law, regardless of whether the power of attorney was intended to be a general one aimed at giving the agent full authority to conduct the principal’s affairs.

What the Court should have placed more emphasis on in Ping is the “requisite and necessary to be done” and “required to be done” language that qualified the otherwise general grant of “full and complete power and authority to do and perform any, all, and every act and thing whatsoever.” Id. at 590-91. Because it was not requisite or necessary for the agent to enter into the arbitration agreement — the nursing home said. so in its documents — we found that the agent exceeded the reasonable interpretation of the power by so doing, but also held that this *359interpretation of the scope of the power was colored by the specific grants of power enumerated in the instrument.

The principal in Ping was 79-year-old Alma Duncan, who was eventually incapacitated by a stroke. Before her incapacity, she executed a general, durable power of attorney naming her daughter, Donna Ping, as her agent (or attorney in fact). The daughter, in the course of admitting her mother to a nursing home after the stroke, signed an optional arbitration agreement as part of the admissions paperwork.

Although the power of attorney under which she acted described itself as a general one, it contained both general and specific elements, which gave rise to the dispute. As noted above, the document began by stating that the daughter had authority “to do and perform any, all, and every act and thing whatsoever requisite and necessary to be done, to and for all intents and purposes, as [the principal] might or could do if personally present.” Id. at 586. Boiled down, this seemingly broad grant (any, all, and every act) was to do all things “requisite and necessary.”

But the document then stated that the acts and things the daughter could do “included] but [were] not limited to” certain kinds of financial decisions (some broadly worded) and healthcare decisions.29 This Court read these specific included grants as limiting the overall scope of the daughter’s authority, relying on law stating that “general expressions used in authorizing an agent are limited in application to acts done in connection with the act or business to which the authority primarily relates,” and that “[t]he specific authorization of particular acts tends to show that a more general authority is not intended.” Id. at 592 (quoting Restatement (Second) of Agency § 37 (1958)).

However, reading those specific grants as limits on the agent’s authority, standing alone, does not comport with the express language of the power of attorney, which stated that its broader grant included but was not limited to the specific actions listed. And later, the power of attorney again expressed the principal’s “intention and desire that this document grant to my said attorney-in-fact full and general power and authority to act on my behalf and I thus direct that the language of this document be liberally construed with respect to the power and authority hereby granted my said attorney-in-fact in order to give effect to such intention and desire.” Id. at 587. The power of attorney then stated: “The enumeration of specific items, rights, or acts or powers herein is not intended to, nor does it limit or restrict, the general *360and full.power herein granted to my said attorney-in-fact.” - Id.

With this language in the power of attorney, Ping cannot be read to say that simply including specific grants of authority in a power of attorney necessarily limits the power to just those enumerated things. To do so would create a conflict between the elements of the power of attorney, the objects or transactions directed by the document, and the instructions on how those objects or transactions are to be carried out. The Third Restatement, which I think accurately states the law that applies, notes that “[m]ost conferrals of authority combine two elements.” Restatement (Third) of Agency § 2.01 cmt. c (2006). The first, “always present,” lays out the objects of the agency relationship, or “a manifestation, however general or specific, by' a principabas to the acts or types- of acts the principal wishes to Re done.” Id.. To use a hard-worn example, if the document directed and authorized the agent to- sell Blackacre, the sale of that land would be the object of the agency relationship.

“The second [element], less- invariably present, consists' of instructions or directives- that specify how- or within what constraints acts* are to be done.” Id. The specific examples of acts authorized to the daughter in Ping fell in this latter category. They were “included” examples, not limits, on her authority, and could reasonably be read only to guide the exercise of her authority.. The first element, the object of the. power of attorney, was a general grant of authority to act in the mother’s stead. Indeed, that was the overarching purpose of the document, which was intended to be a durable power of attorney for a mother who was '79 years old and faced the constant danger of succumbing (and, in fact did succumb) to incapacity. The document was not intended to allow the daughter only to engage in a limited list of activities, which might mean many important, if not essential, tasks were beyond her reach, but to allow; her to manage her mother’s affairs generally, eyen if a given task was not included in the list of examples, during a period of incompetency.

This comports with the account of the law in the Second Restatement, bn which we relied in'Ping.' Section 37 of the Second Restatement states that “general expressions used in authorizing an agent are limited in application to acts done in connection'with the act or business to which the authority primarily relates,” and that “[t]he specific authorization of particular acts tends to show that a more general authority is not intended.” ' This seems to set up the general-specific dilemma that requires examining the entirety of the language in the power of attorney to discern the principal’s actual intent.

But the illustrations in the commentary show that Ping overstated the effect of this provision of the Restatement, The very first example in the commentary to Section 37 includes seemingly broad language like that here: “a clause: ‘giving and granting to my said attorney authority to do all acts as fully as I might, or would do, if personally present.’ ”. Restatement (Second) of Agency § 37 illus. 1 (1958). The power of attorney in the example, however, is “to convey Blackacre.” Id. According to the Restatement, the broad language does not give the agent authority to do anything except “convey Blackacre in the-usual manner.” Id.

But the power of attorney in Ping was not limited to a specific transaction. Rather, it was intended to allow the daughter to manage all of her mother’s affairs in her stead, especially if she was incapacitated. Section 37 of the Second' Restatement has *361caused considerable confusion because lawyers — and courts — fail to note that a general power of attorney, especially one for the care and welfare of a person, is not limited to a single transaction. Most likely, this is why no analogous provision was included in the Third Restatement. In fact, the Third’s cross-index notes that Section 37 of the Second Restatement is covered by Section .2.02, comment e, of the Third Restatement. That comment, however, says nothing about specific language displacing general grants of power; rather, it notes that the agent’s ..authority is limited to those things that she reasonably believes the principal has consented to. See Restatement (Third) of Agency § 2.02 (2006) (“An agent does not have actual authority to do an act if the agent does not reasonably believe that the principal has consented to its commission.... Lack of actual authority is established by showing either that the agent did not believe, or could not reasonably have believed, that the principal’s grant of actual authority encompassed the act in question.”). In other words, the agent is to take into account all of the principal’s instructions to her and must not ignore general instructions just because there are also specific ones.

Reading all of the provisions of the Ping power of attorney in light of this, a reasonable person would conclude that the daughter was not limited to the particular acts listed as examples. Instead, she was given “general power and authority to act on [her mother’s] behalf.” Ping, 376 S.W.3d at 587 (quoting the power of attorney). And interpreters of the document, including her daughter and the courts, were “directed] that the language of this document be liberally construed with respect to the power and authority hereby granted [her] said attorney-in-fact in order to give effect to such intention and desire.” Id.

But the “requisite and necessary” language in the opening of the power of attorney does add a layer of analysis as to what the daughter or any third party could reasonably believe was require# or necessary.

The object of the power of attorney in Ping was management of the entirety of the mother’s affairs, as the mother had become incapacitated by a stroke by the time the daughter had an occasion to exercise the power of attorney. Ping, 376 S.W.3d at 587. The power of attorney in Ping was executed for exactly such a contingency, since it was expressly intended to be a durable power of attorney. Id. Instead of a special agent, there was a general agent in Ping because the daughter was authorized to conduct her mother’s affairs on an ongoing basis.

. Thus the “requisite and necessary” language became a limit on her discretion. “A principal may provide instructions to general ... agents that further delimit their actual authority by restricting the discretion the agent would otherwise possess.”' Restatement (Third) of Agency § 2.01 cmt. d (2006). In essence, the language, included at the beginning of the power of attorney, sets a boundary around the general authority otherwise described in and granted by the document. Had that language not been included in the Ping power of' attorney, the daughter’s authority would have been very broad, limited only by her fiduciary duties and the rule of reasonableness., But the language was included and was thus a limit on the daughter’s authority: she could only engage in' those acts “requisite and necessary)! to be done.

Ping embraced this limit, Ping, 376 S.W.3d at 592, and for .that reason, I cannot say that the outcome in that case was *362incorrect.30 The opening line of the power of attorney literally said that the daughter had the power to do any and all acts that her mother could do if she had been present but only if those acts were “requisite and necessary.” That qualifying language cannot be ignored any more than other language in the power of attorney.

But I do believe' that Ping’s discussion of general — vs.—specific grants of authority has caused confu sion among the bench and bar, who have struggled to apply the decision to powers of attorney that often purport to grant very broad powers yet list specific actions as examples of what may be done. That reading of Ping allows those examples to devour the general grant, thus undermining the intent of the principals and requiring that we ignore the plain language and meaning of the documents.

Applying Ping this way would make true general powers of attorney impossible or at least unworkable. It is very difficult to draft a purely general power of attorney. The inclusion of specific examples of acts that-may be done both guides the agents and answers specific questions about whether the agent has authority. But as Ping is being read, a drafter who includes such examples runs the risk of defeating the general power granted, leaving the agent without necessary authority. At the same time, the drafter who includes only specific grants of authority risks leaving the agent unable to act when needed. This is certainly a difficult dilemma for lawyers drafting and principals executing general powers of attorney.

At the same time, such documents, especially durable powers of'attorney, are becoming more and moré of a necessity for the smooth operation of a person’s later life. A very large portion of the American population is either already at (the Greatest Generation) or are'very near (the Baby Boomers) the point in their lives where they face incapacity from medical conditions such as Alzheimer’s disease or, as in Ping, the devastating effects of a stroke. Many of them prepare for the management of their affairs in the event of such incapacity by executing a broad power of attorney ahead of time.

I do not believe it was ever this Court’s intent .to impede this process nor to change long-established general agency law. Instead, our view was simply that entering into the arbitration agreement could not be reasonably construed as required or necessary, since admission to the nursing home was not contingent upon entering into' the arbitration agreement. This decision had little or nothing to do with the fact that arbitration was involved — the same analysis would apply to any contract an agent would undertake for a principal under the terms of the Ping power of attorney.

Consequently, I join Justice Abramson’s dissent for its reasoning on the main *363points in these cases, but I have written separately to begin correcting any confusion about agency law by the part of our Ping decision that was actually not determinative in the result of the case. The strict-construction rule for limited or specific powers of attorney should not be applied to defeat a general power of attorney. The cases creating that rule do not support such a broad application of the rule, nor does sound policy.

Minton, C.J., joins.

. We described this portion of the power of attorney as follows:

The document then specifically authorized several acts pertaining to the management of Mrs. Duncan’s property and finances, such as "tak[ing] possession of any and all monies, goods, chattels, and effects belonging to me,' wheresoever found; ... receiving], depositing], investing] and spending] funds on my behalf; ... tak[ing] charge of any real estate which I may own in my own name or together with other owners, legally or equitably, and ... mortgaging], conveying] or selling] said real estate and performing] any acts necessary to mortgage, convey or sell said real estate.” The' document also authorized Ms. Ping “[t]o make any and all decisions of whatever kind, nature or type regarding my medical care, and to execute any and all documents, including, but not limited to, authorizations and releases, related to medical decisions affecting me; and [t]o generally do any and every further act and thing of whatever kind, nature, or type required to be done on my behalf.”

Ping v. Beverly Enterprises, Inc., 376 S.W.3d 581, 586-87 (Ky. 2012) (alterations in original except last ellipsis).

. I have some discomfort with the notion that the daughter’s execution of the arbitration agreement did not fall within even the specific example powers in the power of attorney. It included (but was not limited to) the power "to execute any and all documents, including, but not limited to, authorizations and releases, related to medical decisions affecting me.” Ping v. Beverly Enterprises, Inc., 376 S.W.3d 581, 587 (Ky. 2012) (alteration in original). Although the arbitration agreement, in a vacuum, is not a health-care decision, it was clearly related to health-care decisions, as it was part of the admissions packet for a nursing home. Arbitration agreements have apparently become a de rigeur part of nursing-home admissions paperwork. Of course, they are usually not required for admission, and admittees (or their agents) are free to decline to sign them: I cannot say that Ping was wrong in concluding that this specific power covered signing the agreement, however, precisely because it was not required for the admission.