The Estate of Jo Eva Rice v. Fundamental Clinical and Operational Services

THIS OPINION HAS NO PRECEDENTIAL VALUE. IT SHOULD NOT BE
CITED OR RELIED ON AS PRECEDENT IN ANY PROCEEDING
EXCEPT AS PROVIDED BY RULE 268(d)(2), SCACR.

THE STATE OF SOUTH CAROLINA
In The Court of Appeals

The Estate of Jo Eva Rice, deceased, by her Personal
Representative Sonya Lovett, Respondent,

v.

Fundamental Clinical and Operational Services, LLC;
Fundamental Administrative Services, LLC; and THI of
South Carolina at Magnolia Place-Spartanburg, a/k/a
Physical Rehab and Wellness of Spartanburg, Appellants.

Appellate Case No. 2023-000432

Appeal From Spartanburg County
J. Derham Cole, Circuit Court Judge

Unpublished Opinion No. 2024-UP-083
Submitted March 13, 2024 – Filed March 20, 2024

AFFIRMED

Stephen Lynwood Brown, Russell Grainger Hines,
Donald Jay Davis, Jr., Ted Ashton Phillips, III, and
James D. Gandy, III, all of Clement Rivers, LLP, of
Charleston, for Appellants.

Warren H. Christian, Jr. and Matthew W. Christian, both
of Christian & Christian, LLC, of Greenville, for
Respondent.
PER CURIAM: THI of South Carolina at Magnolia Place-Spartanburg, a/k/a
Physical Rehab and Wellness of Spartanburg (the Facility), Fundamental Clinical
and Operational Services, LLC, and Fundamental Administrative Services, LLC,
(collectively, Appellants), appeal the circuit court's order denying Fundamental
Clinical and Operational Services, LLC, and Fundamental Administrative Services,
LLC motions to stay as well as the circuit court's denial of the Facility's motion to
compel to arbitration the claims of the estate of Jo Eva Rice, deceased, by her
Personal Representative Sonya Lovett. On appeal, Appellants argue the circuit
court erred by denying the Facility's motion to compel arbitration and in turn, the
motions to stay. We affirm pursuant to Rule 220(b), SCACR.

We hold the circuit court did not err in denying the Facility's motion to compel
arbitration because the Admission Agreement and the Arbitration Agreement did
not merge.1 See Zabinski v. Bright Acres Assocs., 346 S.C. 580, 596, 553 S.E.2d
110, 118 (2001) ("The question of the arbitrability of a claim is an issue for judicial
determination, unless the parties provide otherwise."); New Hope Missionary
Baptist Church v. Paragon Builders, 379 S.C. 620, 625, 667 S.E.2d 1, 3 (Ct. App.
2008) ("Appeal from the denial of a motion to compel arbitration is subject to de
novo review."); Stokes v. Metro. Life Ins. Co., 351 S.C. 606, 609-10, 571 S.E.2d
711, 713 (Ct. App. 2002) ("However, the circuit court's factual findings will not be
overruled if there is any evidence reasonably supporting them."); Wilson v. Willis,
426 S.C. 326, 335, 827 S.E.2d 167, 172 (2019) ("Whether an arbitration agreement
may be enforced against a nonsignatory to the agreement is a matter subject to de
novo review by an appellate court."); Est. of Solesbee by Bayne v. Fundamental
Clinical & Operational Servs., LLC, 438 S.C. 638, 648-49, 885 S.E.2d 144, 149
(Ct. App. 2023), cert. pending (finding the admission agreement and arbitration
agreement did not merge after considering (1) the admission agreement provided it
was governed by South Carolina law and the arbitration agreement provided it was
governed by federal law, (2) the arbitration agreement recognized the two
documents were separate by stating the arbitration agreement "shall survive any
termination or breach of this Agreement or the Admission Agreement," (3) the
documents were separately paginated and had their own signature pages, and (4)
signing the arbitration agreement was not a precondition to admission); Coleman v.

1
Because we hold the circuit court did not err by denying the Facility's motion to
compel arbitration, it also did not err by denying Fundamental Clinical and
Operational Services, LLC, and Fundamental Administrative Services, LLC's
motions to stay.
Mariner Health Care, Inc., 407 S.C. 346, 355, 755 S.E.2d 450, 455 (2014)
(concluding that by their own terms, language in the admission agreement that
"recognize[d] the 'separatedness' of [the arbitration agreement] and the admission
agreement" and a clause allowing the arbitration agreement to "be disclaimed
within thirty days of signing while the admission agreement could not" indicated
the parties' intention "that the common law doctrine of merger not apply"); Hodge
v. UniHealth Post-Acute Care of Bamberg, LLC, 422 S.C. 544, 562-63, 813 S.E.2d
292, 302 (Ct. App. 2018) (determining an admissions agreement and arbitration
agreement did not merge because the fact "the [a]dmissions [a]greement indicated
it was governed by South Carolina law, whereas the [a]rbitration [a]greement
stated it was governed by federal law[,]" "each document was separately paginated
and had its own signature page[,]" and "the [a]rbitration [a]greement stated signing
it was not a precondition to admission" evidenced the parties' intention that the
documents be construed as separate instruments). Here, as in Solesbee and Hodge,
(1) the two agreements were governed by different bodies of law because the
Admission Agreement was governed by state law and the Arbitration Agreement
was governed by federal law; (2) each document was separately labeled,
numbered, and contained its own signature page; (3) the Arbitration Agreement
recognized the two documents were separate, stating the Arbitration Agreement
"shall survive any termination or breach of this Agreement or the Admission
Agreement"; and (4) the Facility acknowledged that signing the Arbitration
Agreement was not a prerequisite to admission to the Facility. Thus, the
Admission Agreement and Arbitration Agreement did not merge. Because we find
the documents did not merge, a controlling consideration of whether the
Arbitration Agreement bound Rice, we decline to reach the Facility's remaining
arguments. See Futch v. McAllister Towing of Georgetown, Inc., 335 S.C. 598,
613, 518 S.E.2d 591, 598 (1999) (ruling an appellate court need not address
remaining issues when its resolution of a prior issue is dispositive); Est. of
Solesbee, 438 S.C. at 649, 885 S.E.2d at 149 (determining that because the
admission agreement and arbitration agreement did not merge, the equitable
estoppel argument was properly denied); Coleman, 407 S.C. at 356, 755 S.E.2d at
455 ("Since there was no merger here, appellants' equitable estoppel argument was
properly denied by the circuit court."); Hodge, 422 S.C. at 563, 813 S.E.2d at 302
(concluding "equitable estoppel would only apply if documents were merged").

AFFIRMED.2

GEATHERS, HEWITT, and VINSON, JJ., concur.

2
We decide this case without oral argument pursuant to Rule 215, SCACR.