GGNSC ADMINISTRATIVE SERVICES, LLC; GOLDEN GATE NATIONAL SENIOR CARE, LLC;GGNSC HOLDINGS, LLC; GGNSC CHESTNUT HILL, LLC, d/b/a Golden Living Center-Heathwood, Plaintiffs, Appellees,
JACKALYN M. SCHRADER, as the personal representative of the estate of Emma J. Schrader, Defendant, Appellant.
FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
MASSACHUSETTS [Hon. Douglas P. Woodlock, U.S. District Judge]
Vail, with whom John Vail Law, PLLC, Daniel T. Landry, David
J. Hoey, and Law Offices of David J. Hoey, P.C. were on
brief, for appellant.
William Alvarado Rivera, Meryl D. Grenadier, and Kelly R.
Bagby on brief for AARP and AARP Foundation, amici curiae.
E. Curtis, Jr. on brief for Massachusetts Advocates for
Nursing Home Reform, amicus curiae.
M. Desmond, with whom Justin L. Amos and Morrison Mahoney LLP
were on brief, for appellees.
Howard, Chief Judge, Lynch and Lipez, Circuit Judges.
case is about arbitration agreements, nursing homes, and
wrongful death claims under Massachusetts law. A set of
organizations (collectively, GGNSC) that oversees the Golden
Living Center Heathwood (Heathwood) in Chestnut Hill sued in
federal court to compel arbitration of an underlying state
wrongful death action brought by the personal representative
of a deceased former Heathwood resident. The federal court
compelled arbitration and declined to issue a stay of the
state wrongful death action. GGNSC Chestnut Hill LLC v.
Schrader, No. CV 16-10525-DPW, 2018 WL 1582555, at *9-10
(D. Mass. Mar. 31, 2018). Whether arbitration was required
turns on how state law characterizes wrongful death actions.
personal representative appeals. She argues that as the
plaintiff in the wrongful death suit, under state law, she is
not bound by the decedent's agreement to arbitrate with
GGNSC because her wrongful death right of recovery is
independent of the decedent's wrongful death claim. GGNSC
argues, to the contrary, that Massachusetts
beneficiaries' wrongful death claims are derivative of
the decedent's wrongful death claim, and so the
arbitration agreement is binding. Because that dispute turns
on the characterization of wrongful death actions by the
Commonwealth, we certify questions to the Massachusetts
Supreme Judicial Court (SJC) under its Rule 1:03. See
Bos. Gas Co. v. Century Indem. Co., 529 F.3d 8, 15 (1st
parties do not dispute the relevant facts, which we take
largely from the district court opinion. Emma Schrader was
brought by ambulance to Heathwood in February 2013. After
Emma's admission and treatment, Jackalyn M. Schrader
(Schrader), Emma's daughter and appellant here, signed
several documents for her mother, including a standard
(undated) "Alternative Dispute Resolution
Agreement" (Agreement). Schrader had authority to sign
these documents on her mother's behalf -- on September
11, 2011, Emma had executed a document granting Schrader her
power of attorney.
Agreement states in bold letters that a signature on the
Agreement is not a condition of admission to or continued
residence in the facility. It also says that the resident may
revoke "the Agreement by sending written notice to
[Heathwood] within thirty (30) days of signing it." The
Agreement form has two signature lines: one to accept and one
to decline. Schrader signed the accept line.
Agreement provides that any dispute covered by the Agreement
"shall be resolved exclusively by an ADR process that
shall include mediation and, where mediation is not
successful, binding arbitration." The Agreement applies
to "the Resident," a term that the Agreement
defines to include "all persons whose claim is or
may be derived through or on behalf of the Resident,
including any next of kin, guardian, executor,
administrator, legal representative, or heir of the
Resident, and any person who has executed this Agreement on
the Resident's behalf."
died on December 3, 2013. Schrader brought a wrongful death
action against GGNSC in Massachusetts state court on February
4, 2016. The state complaint alleges that Schrader
brought the action as the personal representative of
Emma's estate "on behalf of the heirs of the
decedent." And it alleges that Emma's injuries were
"injuries for which she would have been entitled to
bring an action had she survived, and the right to bring such
action survives her." The injuries alleged were a
"preventable sacral decubitus" and resulting pain