INTEGRATED HEALTH SERVICES OF GREEN BRIAR, INC., APPELLANT,
v.
ERNESTO LOPEZ-SILVERO AND SANDRA LOPEZ-SILVERO, HIS WIFE, APPELLEES
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Integrated Health Services appealed a trial court's denial of its motion to compel arbitration of a nursing home negligence dispute. The appellate court reversed, holding that although the nursing home did not sign the admission contract containing the arbitration clause, both parties' performance under the contract and the nursing home's signature on five related documents demonstrated mutual assent to the arbitration provision.
The arbitration clause is binding and enforceable despite IHS's failure to sign the admission contract, because both parties performed under the contract and IHS signed five other related documents, demonstrating mutual assent to the contract's terms including the arbitration provision.
[1] A contract may be binding on a party despite the absence of that party's signature if both parties have performed under the contract.
[2] A party's assent to the terms of a contract, including an arbitration clause, may be demonstrated by their conduct and actions, even if the contract is not signed by that…
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Join FLexlaw to unlock all legal intelligence“A contract may be binding on a party despite the absence of a party's signature. The object of a signature is to show mutuality or assent, but these facts may be shown in other ways, for example, by the acts or conduct of the parties.”
Establishes the core legal principle that signature is not required when conduct demonstrates mutual assent
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Join FLexlaw to unlock all legal intelligenceErnesto Lopez-Silvero signed an admission contract for nursing home care at a facility owned by IHS that included an arbitration clause, but IHS did n…
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PER CURIAM.
Appellant Integrated Health Services of Greenbriar, Inc., (“IHS”), appeals a non-final order denying its motion to compel arbitration. We reverse.
Appellee, Ernesto-Lopez Silvero (“resident”), signed an admission contract for the provision of nursing care in a nursing home owned by IHS. The admission contract provided for arbitration in the event of any disputes or claims. Since there was no place provided on the contract for the nursing home’s signature, the admission contract was not signed by IHS. However, both IHS and the resident signed five other documents that same day, both agreeing to the provision of nursing home services.
The resident stayed at the home for over two months. One month after the resident left the nursing home, he and his wife filed suit against IHS, alleging that IHS did not properly care for the resident when he stayed at the nursing home.
IHS moved to dismiss the complaint or, alternatively, to compel arbitration and stay the complaint, based on the arbitra tion clause of the admission contract. After a non-evidentiary hearing, the trial court denied IHS’s motion to compel arbitration.
A contract is binding, despite the fact that one party did not sign the contract, where both parties have performed under the contract. See Gateway Cable T.V., Inc. v. Vikoa Contraction Corp., 253 So. 2d 461 (Fla. 1st DCA 1971). As noted in Gateway Cable T.V., Inc. v. Vikoa Contraction Corp., 253 So. 2d at 463, “A contract may be binding on a party despite the absence of a party’s signature. The object of a signature is to show mutuality or assent, but these facts may be shown in other ways, for example, by the acts or conduct of the parties.” See also Sosa v. Shearform Mfg., 784 So. 2d 609 (Fla. 5th DCA 2001) (parties may be bound to the provisions of an unsigned contract if they acted as though the provisions of the contract were in force.)
Here, both the resident and IHS acted as if they had a valid contract. IHS performed under the contract by admitting the resident and providing him with nursing home care for over two months. Moreover, IHS signed five other documents relating to the resident’s admission, which were incorporated by reference in the admission contract. Clearly IHS assented to the terms of the admission contract, including its arbitration clause.
Accordingly, we reverse the order below and remand with instructions to the trial court to grant the motion for arbitration. See Sosa v. Shearform Mfg., 784 So. 2d at 609; Security Management Corp. v. Hartford Fire Ins. Co., 641 So. 2d 184 (Fla. 3d DCA 1994); James Register Constr. Co. v. Bobby Hancock Acoustics, Inc., 535 So. 2d 339 (Fla. 1st DCA 1988).
Reversed and remanded with instructions.
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Cited By (20 total)
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Alterra Healthcare Corp. (as to Alterra Sterling House of Vero Beach & Clare Bridge Cottage of Vero Beach) v. Bryant, 937 So. 2d 263 (Fla. 4th DCA 2006)…4th DCA 2003). In that de novo review, this court determines whether the trial court’s factual findings will sustain its legal conclusion based thereon. Id. The trial court relied on Integrated Health Services of Green Briar, Inc. v. Lopez-Silvero, 827 So. 2d 338 (Fla. 3d DCA 2002), where the appellate court held that “[a] contract is binding, despite the fact that one party did not sign the contract, where both parties have performed under the contract.” Id. at 339. In Lopez-Silve-ro, a nursing home admitte…
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Consol. Res. Healthcare Fund I, Ltd. v. Fenelus, 853 So. 2d 500 (Fla. 4th DCA 2003)…sentative signed the agreement only as a witness and not in her capacity as the nursing home representative; that this case is distinguishable from the case on which appellant relied, Integrated Health Services of Green Briar, Inc. v. Lopez-Silvero, 827 So. 2d 338 (Fla. 3d DCA 2002), because in that case there was no place for the nursing home representative to sign, whereas in this case there was; and, furthermore, that a valid contract did not exist because the subject contract was a “boiler plate contract.…
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Manorcare Health Servs., Inc. v. Stiehl, 22 So. 3d 96 (Fla. 2d DCA 2009)…DCA 2003); Consol. Res. Healthcare Fund I, Ltd. v. Fenelus, 853 So. 2d 500 (Fla. 4th DCA 2003); Northport Health Servs. v. Estate of Raidoja, 851 So. 2d 234 (Fla. 5th DCA 2003); Integrated Health [*105] Servs. of Green Briar, Inc. v. Lopez-Silvero, 827 So. 2d 338 (Fla. 3d DCA 2002).…
Previewing 3 of 20 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Gateway Cable T.V., Inc. v. Vikoa Constr. Corp., 253 So. 2d 461 (Fla. 1st DCA 1971)
- Sosa v. Shearform Mfg., 784 So. 2d 609 (Fla. 5th DCA 2001)
- James Register Constr. Co. v. Bobby Hancock Acoustics, Inc., 535 So. 2d 339 (Fla. 1st DCA 1988)
- Sec. Mgmt. Corp. v. Hartford Fire Ins. Co., 641 So. 2d 184 (Fla. 3d DCA 1994)