Lopez Rivera v. Stetson

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22-P-904 Appeals Court

CARLOS E. LOPEZ RIVERA vs. STEVEN W. STETSON.

No. 22-P-904.

Worcester. March 3, 2023. – August 31, 2023.

Present: Wolohojian, Shin, & Hodgens, JJ.

Arbitration. Contract, Arbitration, Misrepresentation, Duress.
Fraud.

Civil action commenced in the Superior Court Department on
September 25, 2020.

A motion to compel arbitration was heard by Valerie A.
Yarashus, J.

Andrew D. Black (Barbara H. Buell also present) for the
defendant.
Robert A. Scott for the plaintiff.

HODGENS, J. Wanting vision correction, the plaintiff,

Carlos E. Lopez Rivera (Lopez), engaged the services of the

defendant eye surgeon, Steven W. Stetson. Prior to surgery,

Lopez signed a form agreeing to submit any disputes regarding

the surgery to arbitration. Dissatisfied with the surgery,
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Lopez filed a medical malpractice complaint in the Superior

Court, and Stetson moved to dismiss and to compel arbitration

pursuant to the signed agreement. A Superior Court judge denied

the motion concluding that Stetson's "failure to translate" the

arbitration agreement into Spanish amounted to "fraud in the

inducement" and rendered the agreement invalid and

unenforceable. We reverse.

Background. On the morning scheduled for his elective

surgery, Lopez signed and initialed four forms, printed in

English, and provided by Stetson: (1) a patient arbitration

agreement; (2) a patient consent for surgery and receipt of

medical information; (3) a patient consent for laser vision

correction; and (4) a lifetime assurance plan. According to the

arbitration agreement, the "[p]atient agree[d] that . . . any

and all actions for medical malpractice . . . shall be resolved

by mandatory and binding arbitration."

Following the surgery, Lopez filed a complaint against

Stetson and the Lasik Vision Institute, LLC (LVI), in the

Superior Court alleging medical malpractice.1 Pursuant to G. L.

c. 251, § 2 (a), Stetson moved to dismiss and to compel

arbitration according to the terms of the arbitration agreement.

In opposition, Lopez claimed that "no such [arbitration]

1 LVI did not file an answer and is not a party to this
appeal.
3

agreement exists because the patient was incapable of

understanding the document." Lopez argued that the arbitration

agreement was the product of fraud, mistake, and

unconscionability.

After an expedited evidentiary hearing that included

testimony from Lopez, Stetson, and a technician in Stetson's

office, the judge made findings of fact and rulings of law. She

found that no one explained the arbitration agreement to Lopez

in his primary language (Spanish), but an interpreter was

available had Lopez requested one. The judge also found that

Lopez lacked a sufficient understanding of English to know what

he was signing, and "that in signing a stack of multiple forms

without translating into Spanish that one of these forms was for

binding arbitration, [Lopez] was led to believe that he was

signing medical forms." Generally citing fraud, duress, and

unconscionability, the judge denied Stetson's motion to dismiss

and to compel arbitration. Stetson appeals from this

interlocutory order pursuant to G. L. c. 251, § 18 (a) (1). See

Joulé, Inc. v. Simmons, 459 Mass. 88, 92 (2011).

Discussion. Arbitration agreements regarding activities

involving interstate commerce are governed by Federal and State

law. See Miller v. Cotter, 448 Mass. 671, 678 (2007). See

generally 9 U.S.C. §§ 1 et seq.; G. L. c. 251, §§ 1 et seq.

"Healthcare is such an activity." Miller, supra. Under
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identical language in the governing statutes, arbitration

agreements "shall be valid, enforceable and irrevocable, save

upon such grounds as exist at law or in equity for the

revocation of any contract." G. L. c. 251, § 1. Compare 9

U.S.C. § 2 (same language but switching order of words

"enforceable" and "irrevocable"). These grounds include

"generally applicable contract defenses," Doctor's Assocs., Inc.

v. Casarotto, 517 U.S. 681, 687 (1996), including "fraud,

duress, or unconscionability." Miller, supra at 679. "State

contract law supplies the principles for determining validity,

revocability, and enforceability." Bekele v. Lyft, Inc., 918

F.3d 181, 185 (1st Cir. 2019). "What States may not do is

decide that a contract is fair enough to enforce all its basic

terms (price, service, credit), but not fair enough to enforce

its arbitration clause." Allied-Bruce Terminix Cos. v. Dobson,

513 U.S. 265, 281 (1995). "Congress precluded States from

singling out arbitration provisions for suspect status,

requiring instead that such provisions be placed 'upon the same

footing as other contracts.'" Doctor's Assocs., Inc., supra,

quoting Scherk v. Alberto-Culver Co., 417 U.S. 506, 511 (1974).

On appeal from the denial of a motion to dismiss and to compel

arbitration, we apply "de novo" review to the motion judge's

legal conclusions, Archer v. Grubhub, Inc., 490 Mass. 352, 355

(2022), and we "defer to the motion judge's findings of fact
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unless clearly erroneous." Licata v. GGNSC Malden Dexter LLC,

466 Mass. 793, 796 (2014).

Based upon the "totality of the circumstances" presented by

undisputed facts in the record, we conclude that the parties

formed a valid arbitration agreement (citation omitted).

Archer, 490 Mass. at 361. "[F]or there to be an enforceable

contract, there must be both reasonable notice of the terms and

a reasonable manifestation of assent to those terms." Kauders

v. Uber Techs., Inc., 486 Mass. 557, 572 (2021). The record

shows that Lopez had reasonable notice of the arbitration

agreement, and that he manifested his assent to the agreement.

Stetson's office staff presented to Lopez four forms, including

the arbitration agreement. Text at the top of the arbitration

form clearly identified the document as "PATIENT ARBITRATION

AGREEMENT." The first paragraph, titled "ARBITRATION," stated

that any claim, including "medical malpractice," must be

resolved by "mandatory and binding arbitration" as the "sole and

exclusive means for . . . resolving any claim." The second

paragraph, titled "PROCEDURE FOR ARBITRATION," stated that the

American Arbitration Association decision would be "final and

binding for both parties." The third and last paragraph, titled

"CONSIDERATION," stated that Lopez "has read, understands, and

had an opportunity to refuse to execute this arbitration

agreement and agrees to be legally bound by its terms." Lopez
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signed and dated the arbitration agreement on the lines

indicated. These facts amply demonstrate a valid arbitration

agreement because Lopez had reasonable notice of the terms of

the agreement and manifested his assent. See Archer, supra

(arbitration agreement valid "even if the party did not actually

view the agreement, so long as the party had an adequate

opportunity to do so").

Lopez's lack of facility with the English language does not

require a different result. Lopez testified that he had lived

in Massachusetts for twelve years at the time of his surgery and

had learned a "little bit" of English "on the streets." Lopez

further testified that if the arbitration agreement had been

read to him in Spanish, he would not have signed it. The judge

found, "Mr. Lopez's primary language is Spanish, but he

understood some limited English from living and working in the

United States for more than twelve years by the time of these

events in 2017." The judge also found, "Mr. Lopez did not have

a sufficient understanding of English to allow him to read the

Arbitration Agreement." "The general rule is that, in the

absence of fraud, one who signs a written agreement is bound by

its terms whether he reads and understands it or not. This rule

applies to a person who cannot read." Wilkisius v. Sheehan, 258

Mass. 240, 243 (1927). The rule also applies to those who lack

an "understanding" of the terms of the agreement or "the English
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language." Paulink v. American Express Co., 265 Mass. 182, 185

(1928). "Written contracts are intended to preserve the exact

terms of the obligations assumed, so that they may not be

subject to the chances of a want of recollection or an

intentional misstatement." Grace v. Adams, 100 Mass. 505, 507

(1868). This longstanding rule "rests upon the fundamental need

for security in business transactions." 1 R.A. Lord, Williston

on Contracts § 4:19 (4th ed. 2022). These legal principles

underscore that there is a "solemnity [to] physically signing a

written contract" that renders a signature more than just a

fancy ornament on a document. Kauders, 486 Mass. at 574.

We disagree with Lopez's contention that the arbitration

agreement presented a "different species of document" that

required something more than just reasonable notice of the terms

and a manifestation of assent. Lopez notes the judge's finding

that "he was never informed that by signing the form he would be

giving up his right to a jury trial." States, however, are

precluded from "singling out arbitration provisions for suspect

status," Doctor's Assocs., Inc., 517 U.S. at 687, and must view

such provisions "upon the same footing as other contracts," id.,

quoting Scherk, 417 U.S. at 511. Courts may not "invalidate

arbitration agreements under state laws applicable only to

arbitration provisions." Doctor's Assocs., Inc., supra. Under

ordinary contract principles, "a party's failure to read or
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understand a contract provision does not free him from its

obligations." Miller, 448 Mass. at 680. Therefore, we apply

that rule to the arbitration contract here and conclude that

Lopez is bound by the arbitration agreement.

We also discern no evidence of fraud by Stetson or anyone

in his office. Fraud requires proof that one party made a

materially false statement to induce action by the other party,

and that the other party relied on the false statement to its

detriment. Zimmerman v. Kent, 31 Mass. App. Ct. 72, 77 (1991).

According to the record, and the judge's findings, Lopez signed

these documents on the day of surgery in a small group setting

where a technician explained the risks and benefits of surgery

to multiple patients, and Stetson invited patients to ask

general questions.2 Stetson would address patient-specific

questions in private. During both the group session and the

2 There was also testimony about the general practice of
providing forms to patients. Patients received a "packet" of
forms to "take home and read over" when scheduling surgery at
the initial consultation. This packet included medical consent
forms and an arbitration agreement. During the initial
consultation, patients who had booked surgeries "would sit down
with a technician and/or the optometrist [the] same day, [and]
go over the risks associated" with the surgery. Patients would
bring the forms with them on the day scheduled for surgery and
would be provided another "packet" if they forgot to bring the
forms. On the day of surgery, office staff "would again go over
all the risks and have them initial the paperwork." The parties
did not offer any argument, and the judge did not make any
findings, relative to the general practice of patients taking
forms home to review. Our decision does not turn on this
testimony.
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private session, a Spanish-speaking staff member was available

to discuss any of the documents if necessary. Lopez testified,

"They gave me papers and told me, sign here, sign here. It was

a gentleman [not Stetson]." No evidence, including Lopez's own

testimony, indicated that anyone misrepresented the nature of

the arbitration agreement. In the absence of a material

misrepresentation, there is no basis to conclude that fraud

occurred.

For similar reasons, we conclude that the arbitration

agreement was not invalid on the ground of unconscionability.

Presenting a patient with a "stack of multiple forms" to review

and sign before a medical procedure does not alone render a

contract contained therein unconscionable. See Miller, 448

Mass. at 673, 680 (concluding separate arbitration agreement

signed along with various other "necessary forms" by plaintiff

on date of his father's admission to nursing home not

unconscionable). The inquiry is more nuanced. "Historically, a

contract was considered unconscionable if it was 'such as no man

in his senses and not under delusion would make on the one hand,

and as no honest and fair man would accept on the other.'" Id.

at 679, quoting Hume v. United States, 132 U.S. 406, 411 (1889).

Unconscionability, both procedural and substantive, is evaluated

"on a case by case basis," giving particular attention to

"unfair surprise" and "oppressive" terms. Zapatha v. Dairy
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Mart, Inc., 381 Mass. 284, 293 (1980). Here, we discern neither

unfair surprise nor oppressive terms. In addition to the ample

notice provided by the terms of the arbitration agreement

previously discussed, the process used by Stetson minimized any

risk of unfair surprise. On the day of the surgery, Lopez had

the opportunity to raise any questions about the packet, discuss

questions with Stetson, and avail himself of the services of a

Spanish-speaking interpreter if needed. On appeal Lopez did not

identify any dubious provision. The arbitration agreement is

brief and to the point –- establishing mandatory arbitration as

the sole and exclusive means of settling all claims for medical

malpractice. The purpose and effect of the agreement are not

unconscionable and are entirely consistent with State and

Federal policies that "heavily" favor submitting disputes to

binding arbitration. Miller, supra at 680.

Finally, the record lacks any evidence of duress showing

that Stetson caused Lopez to enter into the arbitration

agreement "under the influence of such fear" that precluded the

exercise of "free will and judgment" (citation omitted).

Avallone v. Elizabeth Arden Sales Corp., 344 Mass. 556, 561

(1962). Rather than duress, the record shows an exercise of

free will: Lopez had time to review all documentation; he had

access to a Spanish-speaking interpreter at Stetson's office; he

had the opportunity to speak with Stetson in a group setting or
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in private; he knew he could decline to sign; and he signed the

arbitration agreement. Thus, the arbitration agreement here was

ultimately the product of "consent, not coercion," Volt Info.

Sciences, Inc. v. Trustees of Leland Stanford Jr. Univ., 489

U.S. 468, 479 (1989), and must be rigorously enforced as agreed,

see Archer, 490 Mass. at 355.

Conclusion. The Superior Court judge's order denying

Stetson's motion to compel arbitration is reversed, and the case

is remanded for the entry of an order compelling arbitration and

dismissing the complaint as to Stetson.

So ordered.