J-A07023-19


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

 SHARON PETICCA, INDIVIUDALLY             :   IN THE SUPERIOR COURT OF
 AND AS ADMINISTRATRIX OF THE             :        PENNSYLVANIA
 ESTATE OF GENE LESTER HEDRICK,           :
 DECEASED                                 :
                                          :
                                          :
              v.                          :
                                          :
                                          :   No. 2109 EDA 2018
 CHATHAM ACRES HEALTHCARE                 :
 GROUP, INC., D/B/A TWIN PINES            :
 HEALTH CARE CENTER; SABER                :
 HEALTHCARE GROUP, LLC; MARILYN           :
 KNAUB, M.D. C/O CHATHAM ACRES            :
 HEALTHCARE GROUP, INC. D/B/A/            :
 TWIN PINES; AUTUMN SMITH, CRNP           :
                                          :
                    Appellant             :

               Appeal from the Order Entered June 20, 2018
  In the Court of Common Pleas of Chester County Civil Division at No(s):
                           No. 2017-00724-PL


BEFORE:    OLSON, J., DUBOW, J., and STEVENS*, P.J.E.

MEMORANDUM BY DUBOW, J.:                           FILED AUGUST 14, 2019

      Appellants, Chatham Acres Healthcare Group, Inc., d/b/a Twin Pines

Health Care Center, and Saber Healthcare Group, LLC, appeal from the Order

entered June 20, 2018, which overruled Preliminary Objections seeking to

enforce an arbitration agreement. We affirm.

      Except as noted, we derive the following statement of relevant facts and

procedural history from the trial court Opinion, which is supported by the

record. See Trial Ct. Op., filed 9/5/18, at 1-2.




____________________________________
* Former Justice specially assigned to the Superior Court.
J-A07023-19



      In August 2015, Gene Lester Hedrick (the decedent) fell and fractured

his right femur. He arrived by ambulance at Chester County Hospital where

he underwent surgery. Thereafter, on September 3, 2015, upon discharge

from the hospital, the decedent transferred to Twin Pines Health Care Center.

The decedent subsequently died.

      Based upon allegedly improper treatment provided by Appellants, the

decedent’s   wife,   Appellee   Sharon   Peticca,   commenced    this   litigation

individually and as the administratrix of the decedent’s estate. See Amended

Complaint, 3/27/17. In response, Appellants filed Preliminary Objections, in

relevant part asserting that the decedent had executed a voluntary and valid

Arbitration Agreement upon his admission to Twin Pines.             Appellants’

Preliminary Objections, 4/12/17, at ¶ 10-11, Exhibit B (“Arbitration

Agreement”). Thus, according to Appellants, Appellee’s claims should proceed

to arbitration.   Id. at ¶ 33.    Appellee challenged Appellants’ objections,

asserting the Arbitration Agreement was neither valid nor enforceable. See

Appellees’ Answer to Preliminary Objections, 5/2/17.

      The parties proceeded to discovery to develop a factual record on the

issue of arbitration.    During her deposition, Appellee testified that the

decedent was “confused” and “couldn’t understand anything” on the day of

his admission to Twin Pines. Appellee’s Supplemental Memorandum, 1/16/18,

Exhibit A (Appellee’s Deposition, 12/20/17, at 7, 9). Specifically, for example,

Appellee described her interaction with the decedent just prior to his transfer:




                                     -2-
J-A07023-19


      [B]efore he left for the Twin Pines place he asked me what I was
      doing there because he had a[] . . . meeting and he always had
      an aide with him, a guy aide. And I looked at [him] and he looked
      at me and smiled. And I’m like, O[h], okay. He said well, you
      can’t stay, I have to go there.

Appellee’s Deposition at 7. Appellee further clarified that the decedent had

been a school administrator. Id. at 8. Appellee continued:

      I guess he thought he was [at work] the whole time he was in the
      hospital because he kept calling the nurse by his secretary’s name.

Id. According to Appellee, the decedent had retired in 2010. Id. at 9.

      Appellee also described an incident that occurred later that same day,

after the decedent’s transfer.     According to Appellee, she brought her

granddaughter to visit the decedent. Id. at 13. However, he did not recognize

the child, and “it started to scare her.” Id.

      Appellee secured deposition testimony from the decedent’s son and

step-daughter. Both relayed similar observations of the decedent from the

day he transferred to Twin Pines. For example, Troy Hedrick, who resided in

Schwenksville, PA, testified as follows:

      I went into his room and [Appellee] had said Troy is here and he
      said oh, he came from Seattle? And I haven’t lived in Seattle for
      years and he also was at my house when they lost power. He
      came and stayed until the power was restored. He knew where I
      lived. It was a little bit shocking when that came out of his mouth.

Appellee’s Supplemental Memorandum, Exhibit C (Troy Hedrick’s Deposition,

12/20/17, at 9); see also id., Exhibit B (Brooke Bickley’s Deposition,




                                     -3-
J-A07023-19



12/20/17, at 10 (asserting that, on September 3, 2015, the decedent did not

recognize her or realize where he was).

      For their part, Appellants secured deposition testimony from two

employees at the Twin Pines facility.     See Appellants’ Supplemental Brief,

1/17/18, Exhibit F (Virginia Draper’s Deposition, 1/9/18), Exhibit G (David

Szczepanik’s Deposition, 1/5/18). However, Ms. Draper, who served as the

admissions director of Twin Pines at the time of the decedent’s transfer and

completed all admissions paperwork including the Arbitration Agreement,

testified that she had no specific recollection of her involvement with the

decedent. Virginia Draper’s Deposition at 13. Similarly, Mr. Szczepanik had

“no memory of [the decedent’s] care.” David Szczepanik’s Deposition at 7.

      Based on this testimony, following additional briefing and oral argument,

the trial court determined that the decedent did not have the requisite capacity

to sign the Arbitration Agreement.        Trial Ct. Order, 6/20/18, at 2 n.1

(unpaginated).    Accordingly, the court overruled Appellants’ Preliminary

Objections seeking to enforce the agreement. Id. at 1 (unpaginated).

      Appellants timely appealed. The trial court did not direct Appellants’

compliance with Pa.R.A.P. 1925(b) but issued an Opinion in accordance with

Pa.R.A.P. 1925(a).

      Appellants raise the following issue on appeal:

      Whether the trial court erred in refusing to enforce a [n]ursing
      [h]ome [a]rbitration [a]greement signed by the [r]esident based
      on a finding that the [resident] lacked the requisite capacity to
      understand the [a]greement when signed[.]


                                     -4-
J-A07023-19



Appellants’ Br. at 5.

      Appellants challenge the trial court’s denial of their Preliminary

Objections seeking to compel arbitration.            Our review “is limited to

determining whether the trial court’s findings are supported by substantial

evidence and whether the trial court abused its discretion in denying [the

objections].” Gaffer Ins. Co., Ltd. v. Discover Reinsurance Co., 936 A.2d

1109, 1112 (Pa. Super. 2007) (citation omitted);               see also In re

Condemnation by Urban Redevelopment Auth. of Pittsburgh, 913 A.2d

178, 183 (Pa. 2006) (“[T]o the extent that factual findings and credibility

determinations are at issue, we will accept the trial court's conclusions insofar

as they are supported by the record.”) (In re Condemnation); C.G. v. J.H.,

172 A.3d 43, 47, 57 (Pa. Super. 2017) (noting our deference to a trial court’s

factual findings where those findings are required to resolve preliminary

objections).

      “Pennsylvania     has   a   well-established   public   policy   that   favors

arbitration[.]” MacPherson v. Magee Mem’l Hosp. for Convalescence,

128 A.3d 1209, 1219 (Pa. Super. 2015) (en banc) (citation omitted). With

this policy in mind, “we employ a two-part test to determine whether the trial

court should have compelled arbitration.” Id. (citation omitted). First, there

must be a valid agreement between the parties to arbitrate. Id. Second, the

parties’ dispute must fall within the scope of the agreement. Id.

      Here, Appellants dispute the trial court’s factual findings, asserting that

Appellees failed to rebut the presumptive validity of the Arbitration Agreement

                                       -5-
J-A07023-19



by clear and convincing evidence. See Appellants’ Br. at 18. Thus, we focus

on the first part of the test—whether a valid agreement to arbitrate exists.

      An agreement to arbitrate is a contract. Bucks Orthopaedic Surgery

Assoc., P.C. v. Ruth, 925 A.2d 868, 872 (Pa. Super. 2005). “It is . . . well

settled that in order for an enforceable agreement to exist, there must be a

‘meeting of the minds,’ whereby both parties mutually assent to the same

thing, as evidenced by an offer and its acceptance.”         Prieto Corp. v.

Gambone Constr. Co., 100 A.3d 602, 609 (Pa. Super. 2014) (citations

omitted); Quiles v. Fin. Exch. Co., 879 A.2d 281, 285 (Pa. Super. 2005)

(citations omitted) (“There must be a meeting of minds in order to constitute

a contract.”).

      Initially, the burden is on the party seeking to compel arbitration to

demonstrate that a valid agreement to arbitrate existed between the parties.

Bair v. Manor Care of Elizabethtown, PA, LLC, 108 A.3d 94, 96 (Pa. Super.

2015); 42 Pa. C.S. § 7304(a).       Here, Appellants demonstrated that the

decedent signed the Arbitration Agreement upon his admission to the

Appellants’ facility.   This undisputed fact creates a presumption that the

decedent understood and agreed to its terms.           Cardinal v. Kindred

Healthcare, Inc., 155 A.3d 46, 50 (Pa. Super. 2017) (“[A] signed document

gives rise to the presumption that it accurately expresses the state of mind of

the signing party.”). To overcome this presumption, Appellee was required to

present clear and convincing evidence that the decedent did not knowingly

agree to arbitrate. Id.

                                     -6-
J-A07023-19



      The clear and convincing burden of proof requires “evidence that is so

clear, direct, weighty, and convincing as to enable the [fact finder] to come to

a clear conviction, without hesitancy, of the truth of the precise facts in issue.”

Rohm and Haas Co. v. Continental Cas. Co., 781 A.2d 1172, 1179 (Pa.

2001) (citation and internal quotation marks omitted); Cardinal, 155 A.3d at

50.

      [W]here mental capacity to execute an instrument is at issue, the
      real question is the condition of the person at the very time he
      executed the instrument . . . in question[. A] person's mental
      capacity is best determined by his spoken words and his conduct,
      and [ ] the testimony of persons who observed such conduct on
      the date in question outranks testimony as to observations made
      prior to and subsequent to that date. Mere mental weakness, if it
      does not amount to inability to comprehend the contract, and is
      unaccompanied by evidence of imposition or undue influence, is
      insufficient to set aside a contract.

Cardinal, 155 A.3d at 50 (citation omitted).

      As set forth supra, Appellee adduced testimony from several individuals

who knew the decedent well.        Those individuals observed the decedent’s

conduct on the day he signed the Arbitration Agreement, each recounting

specific incidents that established by clear and convincing evidence that the

decedent lacked the mental capacity to execute the agreement. This evidence

suggested more than mere mental weakness. Rather, the decedent did not

recognize close family members, did not know where he was or what he was

doing, and appears to have believed that he remained actively employed

despite having retired several years previously. The trial court credited this

testimony   and    discounted    the   countervailing   testimony    adduced    by

                                       -7-
J-A07023-19



Appellants, whose employees had no specific recollection of the decedent’s

state of mind on the day of his transfer to Twin Pines. See Trial Ct. Order at

2 n.1 (unpaginated).

      We defer to the court’s findings. In re Condemnation, 913 A.2d at

183; C.G., 172 A.3d at 57.     Moreover, these findings set forth clear and

convincing evidence that the decedent did not knowingly and voluntarily agree

to arbitrate his dispute with Appellants. Cardinal, 155 A.3d at 50. Thus,

there was no “meeting of the minds,” and the Arbitration Agreement is not

enforceable.    Prieto Corp., 100 A.3d at 609; Quiles, 879 A.2d at 285.

Accordingly, we discern no abuse of discretion in the trial court’s denial of

Appellants’ Preliminary Objections. Gaffer Ins. Co., Ltd., 936 A.2d at 1112.

      Order affirmed.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 8/14/19




                                    -8-
