Miller v. Lake Merritt Healthcare Center CA1/1 filed 6/23/26

Filed 6/23/26 Miller v. Lake Merritt Healthcare Center CA1/1
NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION ONE

TENAYA MILLER,
Plaintiff and Respondent,
v.
LAKE MERRITT HEALTHCARE CENTER, LLC, et al.,
Defendantsand Appellants.

A171401

(Alameda County
Super. Ct. No. 23CV037238)

Defendants Lake Merritt Healthcare Center (LMHC) and Chrysta Solorzano appeal from a trial court order denying their motion to compel arbitration. We affirm.
I.Factual and Procedural
Background
In September 2022, while in his early 20s, Paris Moffett suffered a gunshot wound and was paralyzed from the waist down. In October 2022, he was admitted to LMHC, a skilled nursing facility, owned by Solarzano. According to defendants, at the time of his initial admission he “signed . . .admission paperwork” but “refused to sign [an] arbitration agreement.” He was “thereafter readmitted twice[,] and on his last readmission . . . [he] signed new admission paperwork and signed [an] arbitration agreement.” Thisagreement was dated March 6, 2023, and it was countersigned by a “Facility Representative[],” purporting to bind the facility and its owners and other agents. Several days later,Moffet was shot and killed by two people who entered LMHC in the middle of the night through an unlocked rear door.
In June 2023, Moffett’s mother, plaintiff Tenaya Miller, filed a complaint against LMHC and Solorzano. For almost nine months the parties litigated the case. They began by meeting and conferring about the initial complaint, which resulted in the filing of a first amended complaint in August 2023. After the parties again met and conferred, a second amended complaint (SAC) was filed in October. The SAC is the operative complaint, and it alleged four causes of action: (1) negligence; (2) a survival cause of action; (3) wrongful death; and (4) unfair business practices under Business and Professions Code section 17200. In general, the SAC alleged that Moffett’s death was caused because LMHCdid not lock exterior doors, lacked visible security guards, did not maintain protocols for registering and monitoring visitors, and failed to properly attend to patients.
In November, defendants filed a demurrer and a motion to strike the SAC. They also filed a case-management statement and posted jury fees. Both sides initiated discovery. Defendants sought to take Miller’s deposition, and they requested her to produce a number of documents. Miller served on defendants multiple discovery requests, including form interrogatories, special interrogatories, requests for admissions, and a request for production of documents. Defendants responded to these discovery requests on April9, 2024.
A few days after defendants responded to the discovery requests, on April 12, the parties entered into a stipulation to withdraw the SAC’s cause of action that alleged unfair business practices. This stipulation was received by the court on the same day, and it was approved as an order of the court the following day.
On April 16, defendants filed a motion to compel arbitrationbased on the arbitration agreement that Moffet signed13 months earlier. Miller opposed the motion. She argued that defendants waived their right to compel arbitration by litigating the case andtaking actions inconsistent with arbitration. She separately argued that she could not be compelled to arbitrate her wrongful death claim because it was her claim, not Moffett’s, and she had never agreed to arbitration. The trial court found that defendants had waived their right to arbitrate, and it therefore denied their motion to compel arbitration.
II.Discussion
The right to arbitration may be waived. (Quachv. California Commerce Club, Inc. (2024) 16Cal.5th 562, 572 (Quach).)The “determination of whether [a party] has lostits right to compel arbitration as a result of its litigation-related conduct is governed by generally applicable state law contract principles.” (Ibid.) Under these principles, “the party opposing enforcement of a contractual agreement must prove by clear and convincing evidence that the waiving party knew of the contractual right and intentionally relinquished or abandoned it.” (Id. at p.584.)
When reviewing a finding of waiver, an appellate court should uphold the finding when “‘the record as a whole contains substantial evidence from which a reasonable fact finder could have found it highly probable’ that the party knew of its contractual right to compel arbitration and intentionally relinquished or abandoned that right.” (Quach, supra, 16Cal.5th at p.585, fn.6.) “[T]he court must view the record in the light most favorable to the prevailing party below and give appropriate deference to how the trier of fact may have evaluated the credibility of witnesses, resolved conflicts in the evidence, and drawn reasonable inferences from the evidence.” (Conservatorship of O.B. (2020) 9Cal.5th 989, 1011–1012.)
Here, the trial court’s findings that defendants knew of and relinquished their right to arbitrate was supported by ample, mostly undisputed, and certainly substantialevidence.
We begin with the requirement that defendants knew of their right to arbitrate. Knowledge of the right to arbitrate “may be ‘actual or constructive.’” (Quach, supra, 16Cal.5th at p.584.)As an entity, LMHC, of course, does not have a state of mind. (Cruzv. HomeBase (2000) 83Cal.App.4th 160, 167–168.) Entities “acquire knowledge only through [their] officers and agents.” (Peoplev. Parker (1965) 235Cal.App.2d 86, 93.) Underprinciples of imputed knowledge, “‘[a]principal is chargeable with and is bound by the knowledge of, or notice to, [an] agent received while the agent is acting within the scope of [the agent’s] authority and which is with reference to a matter over which [the agent’s] authority extends.’” (Certain Underwriters at Lloyd’s Londonv. ConAgra Grocery Products Co., LLC (2022) 77Cal.App.5th 729, 751; see also Civ. Code § 2332.)
It is undisputed that the arbitration agreement signed by Moffett was countersigned by a “Facility Representative[]” to bind LMHC, its owners, and its other agents, and defendants have not argued that the representative was somehow unaware of the agreement’s existence when it was signed. It is also undisputed that the agreement was maintained “as part of [the] records at [the] facility in the normal course and scope of business.” Thus, even if defendants’ attorneysmay have been unaware of the agreement’s existence until it was revealed in the process of preparing responses to discovery, it cannot be maintained that defendants themselves were similarly unaware.
Furthermore, and at the very least, defendants had constructive notice of the agreement. “Generally, constructive knowledge, ‘means knowledge “that one using reasonable care or diligence should have, and therefore is attributed by law to a given person.”’” (Paslayv. State Farm General Ins. Co. (2016) 248Cal.App.4th 639, 657.) “The existence of constructive knowledge is assessed by using an objective ‘reasonable person’ measure, ‘since there is no other way to measure it.’” (Id. at pp.657–658.)
Applying this measure here, LMHC and Solorzano should have been aware of the arbitration agreement’s existencebecause, again, therepresentative facilitated its execution as part of the facility’s routine practice, and the facility maintained it as part of its ordinary course of business. As the trial courtput it, “[defendants] were undoubtedly aware of their own practice of presenting residents with a form of arbitration agreement.Thus, defendants. . .had inquiry notice, in that they were aware of facts suggesting a potential right to compel arbitration.”
Defendants attempt to deflect from this straightforward analysis by arguing that Miller “cited no evidence of LMHC having the agreement in its possession between the time of the murder and the time it was located in April 2024.” They argue that there is no requirement for a resident of a health care facility to sign an arbitration agreement, and they point out that the declaration attesting that the arbitration agreement was maintained in the regular course of the facility’s business was not signed until early April 2023. But no reasonable person would think that an arbitration agreement, if one was signed, would be anywhere other than in the possession of the entity that facilitated its execution. Defendants also contend that “[r]easonably, [the] arbitration agreement was misplaced.”Specifically, they claim it was misplaced because “upon admission [Moffett] didn’t elect to execute the . . . agreement” so “it was not contained within the admission file.”But there has been no suggestion that the document was somewhere other than in Moffett’s records, even if not specifically among his initial admission papers. No reasonable person would think that a health care entity or its owner would be unaware of an arbitration agreement signed by their agent simply because it was placed in one, but not another, part of aresident’s file.
Having concluded that defendants had actual and constructive knowledge of the arbitration agreement, we turn to consider the next element of the waiver analysis that requires a showing of an intentionalrelinquishment or abandonment of the right to arbitrate. This element “may be proved by evidence of words expressing an intent to relinquish the right or of conduct that is so inconsistent with an intent to enforce the contractual right as to lead a reasonable fact finder to conclude that the party had abandoned it.” (Quach, supra, 16Cal.5th at p.584.) “The waiver inquiry is exclusively focused on the waiving party’s words or conduct; neither the effect of that conduct on the party seeking to avoid enforcement of the contractual right nor that party’s subjective evaluation of the waiving party’s intent is relevant.” (Id. at p.585.)
In Quach, the court held that a waiver was established because the record showed “that, being fully aware of its right to compel arbitration, [the party with the right] chose not to [arbitrate] for 13 months, affirmatively indicated its intent to pursue a jury trial rather than arbitration, and actively engaged in discovery — words and conduct markedly inconsistent with an intent to arbitrate.”(Quach, supra, 16Cal.5that p.587.)
The record here shows that defendants engaged in more conduct inconsistent with an intent to arbitratethan did the entity in Quach. True, defendants moved slightly quicker to compel arbitration by filing their motion to compel after nine, rather than 13, months of litigation. But while in litigation, defendants engaged in far more conduct that wasinconsistent with an intent to enforce a contractual right to arbitrate. As did the entity in Quach, defendants engaged in discovery and indicated their intent to pursue a jury trial. But they also met and conferred about the initial complaints (which resulted in the filing of two amended complaints), filed a demurrer and motion to strike the SAC, and successfully negotiated a withdrawal of the SAC’s cause of action for unfair business practices.
This last action wasespecially inconsistent with an intent to enforce the arbitration agreement. Defendants concede that the arbitration agreement was “discovered as the Defendant[s] began to collect documents to respond to plaintiff’s writtenDiscovery.” But their conduct in signing the stipulation to withdraw the cause of actionand submitting it to the court for approval occurred after they had produced documents in response to Miller’s request for the production of documents.Thus, there is substantial evidence that even their attorneys knew of the existence of the arbitration agreementbeforethe stipulation was filed.Defendants’ request for the trial court to exercise its jurisdiction to approve a withdrawal of one cause of action (while knowing of the arbitration agreement’s existence) was flatly inconsistent with their subsequent position that the court lacked jurisdictionto consider the remaining causes of action because of the agreement. This amounted to additional and substantial evidence of “conduct that is so inconsistent with an intent to enforce the contractual right as to lead a reasonable fact finder to conclude that the party had abandoned it.” (Quach, supra, 16Cal.5th at p.584.)
In short, we conclude that the record as a whole contains substantial evidence from which the trial court could have reasonably found it highly probable that defendants knew of the arbitration agreement but intentionally relinquished or abandoned their right to arbitrate.
III.Disposition
The order denying appellants’ motion to compel arbitration is affirmed.Respondentis awarded her appellate costs.

_________________________
Humes, P.J.

WE CONCUR:

_________________________
Banke, J.

_________________________
Smiley, J.

Miller v. Lake Merritt Healthcare Center, LLC, et al. A171401