SPRING LAKE NC, LLC; SBK CAPITAL, LLC; CLEAR CHOICE HEALTH CARE, LLC; SAMUEL B. KELLETT; JEFFREY E. CLEVELAND; DEBORAH P. KENNEDY; GEOFFREY R. FRASER; AND JASON CANLAS (AS TO SPRING LAKE REHABILITATION CENTER), APPELLANTS,
v.
TONY HOLLOWAY, AS PERSONAL REPRESENTATIVE OF THE ESTATE OF JESSIE V. HOLLOWAY, DECEASED, APPELLEE

Fla. 2d DCA | 2013-02-01
No. 2D12-2140
NORTHCUTT and MORRIS, JJ., Concur.
110 So. 3d 916 Florida District Court of Appeal, Second District (2013) Positive Treatment
Cited by 7 cases

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Holding

A party is bound by a contract they sign, even if they have cognitive limitations or do not fully understand its terms, unless they were prevented from reading it or induced to refrain from reading it.


Headnotes

[1] A party is generally bound by a contract they sign unless they were prevented from reading it or induced by the other party to refrain from reading it.

[2] A party's limited ability to understand a contract does not render it unenforceable in the absence of evidence of coercion or prevention from knowing its contents.

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Facts & Procedural History

Jessie V. Holloway, a 92-year-old with a fourth-grade education and memory problems, signed admission and arbitration agreements when entering a rehab…

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Opinion of the Court
ALTENBERND, Judge.

ALTENBERND, Judge.

The appellants, collectively referred to as “Spring Lake,” appeal an order denying their motion to compel arbitration in a wrongful death action arising from Jessie V. Holloway’s stay at Spring Lake’s rehabilitation center. The trial court refused to enforce the arbitration agreement that *917Ms. Holloway signed when she entered the center. We must reverse this order.

The facts involved in this case are not complex. Ms. Holloway was a resident at the Spring Lake rehabilitation center from August 20, 2010, to January 4, 2011. When she entered the facility, she executed a standard resident admission and financial agreement and a separate arbitration agreement. At the time, she was 92 years old and had a fourth-grade education. She could not spell well and often had to sound out words while reading. She had memory problems and was increasingly confused. There is no evidence that the admissions staff at Spring Lake used any improper methods to obtain Ms. Holloway’s signature or that she was misled in any fashion.

The trial court declined to find that Ms. Holloway was incompetent or incapacitated to enter into a contract at the time of her admittance. It was persuaded, however, that the contracts were so complex that she could not possibly have understood what she was signing. Accordingly, it ruled that there was no meeting of the minds between the parties and that the arbitration clause was unenforceable.

We have little doubt that the trial court correctly assessed Ms. Holloway’s ability to understand these documents. For better or worse, her limited abilities are not a basis to prevent the enforceability of this contract. In a very similar case, this court explained:

As a general proposition, “[w]here one contracting party signs the contract, and the other party accepts and signs the contract, a binding contract results.” D.L. Peoples Group, Inc. v. Hawley, 804 So.2d 561, 563 (Fla. 1st DCA 2002) (citing Skinner v. Haugseth, 426 So.2d 1127, 1129 (Fla. 2d DCA 1983)); see also Mandell v. Fortenberry, 290 So.2d 3, 7 (Fla.1974) (“There is a presumption that the parties signing legal documents are competent, that they mean what they say, and that they should be bound by their covenants.”); Dodge of Winter Park, Inc. v. Morley, 756 So.2d 1085, 1085-86 (Fla. 5th DCA 2000) (“Generally, it is enough that the party against whom the contract is sought to be enforced signs it.”). Thus, “[a] party normally is bound by a contract that the party signs unless the party can demonstrate that he or she was prevented from reading it or induced by the other party to refrain from reading it.” Consol. Res. Healthcare Fund I, Ltd. v. Fenelus, 853 So.2d 500, 504 (Fla. 4th DCA 2003); see also Allied Van Lines, Inc. v. Bratton, 351 So.2d 344, 347-48 (Fla.1977) (“It has long been held in Florida that one is bound by his contract. Unless one can show facts and circumstances to demonstrate that he was prevented from reading the contract, or that he was induced by statements of the other party to refrain from reading the contract, it is binding.”) Estate of Etting ex rel. Etting v. Regents Park at Aventura, Inc., 891 So.2d 558, 558 (Fla. 3d DCA 2004) (holding that the fact that the decedent was legally blind when she signed the arbitration agreement did not render the agreement invalid in the absence of evidence that she was coerced into signing it or prevented from knowing its contents). This is true whether a party is physically unable to read the agreement, see Estate of Etting, 891 So.2d at 558, or simply chooses not to read the agreement, see Fenelus, 853 So.2d at 504.

Rocky Creek Ret. Props., Inc. v. Estate of Fox ex rel. Bank of Am., N.A., 19 So.3d 1105, 1108 (Fla. 2d DCA 2009); see also SA-PG Sun City Ctr., LLC v. Kennedy, 79 So.3d 916, 920 (Fla. 2d DCA 2012) (reaffirming that a party’s alleged inability to understand an agreement does not vitiate her assent to that agreement in the ab*918sence of some evidence that she was prevented from knowing its contents).

As a practical matter, a significant percentage of the people who enter nursing homes and rehabilitation centers have mental or physical limitations that make it difficult for them to understand the agreements signed at admittance. The agreements are sufficiently complex that many able-bodied adults would not fully understand the agreements. The same is probably true for most of the contracts that we sign for many consumer services and even for the agreements clients sign when they hire attorneys.

There was a time when most contracts were individually negotiated and handwritten. In that period, perhaps the law could adequately describe a mutual agreement as a “meeting of the minds” between the parties. But a literal “meeting of the minds,” requiring both parties to have a comparable, subjective understanding of their agreement is clearly not what the courts intend by the use of this phrase. Our modern economy simply could not function if a “meeting of the minds” required individualized understanding of all aspects of the typical standardized contract that is now signed without any expectation that the terms will actually be negotiated between the parties.1 Without suggesting that the contract in this case is abusive in any fashion, the law must address abuses in standardized contracts by rules other than the “meeting of the minds.”

We note that the. issue addressed in Spring Lake NC, LLC v. Figueroa, 104 So.3d 1211 (Fla. 2d DCA 2012), has also been raised in this appeal. That issue was not the basis of the trial court’s ruling, and we do not reach the issue today.

Reversed and remanded.

NORTHCUTT and MORRIS, JJ., Concur.


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Citator

Cited By

  • Kendall Imports, LLC v. Dianellys Y. Diaz, 215 So. 3d 95 (Fla. 3d DCA 2017)
    …the other party to refrain from reading the contract, it is binding. No party to a written contract in this state can defend against its enforcement on the sole ground that he signed it without reading it. See also Spring Lake NC, LLC v. Holloway, 110 So. 3d 916, 917 (Fla 2d DCA 2013) (finding that although Ms. Holloway was 92 years old, had a fourth-grade education, could not spell, often had to sound out words while reading, had memory problems, was increasingly confused, and she “could not possibly have…
  • Gira v. Wolfe, 115 So. 3d 414 (Fla. 2d DCA 2013)
    …wo sets of external signs.’ ” Id. (quoting Robbie v. City of Miami, 469 So. 2d 1384, 1385 (Fla.1985)). Here, the required mutuality of assent did not exist regarding the material term of the insurance disclosure. See Spring Lake NC, LLC v. Holloway, 110 So. 3d 916, 918 n. 1 (Fla. 2d DCA 2013) (acknowledging that the term “meeting of the minds” traditionally has been used to describe the formation of a contract but noting that “criticism has prompted courts to analyze contracts as requiring a ‘mutuality of ass…
  • …show facts and circumstances to demonstrate that he was prevented from reading the contract, or that he was induced by statements of the other party to refrain from reading the contract, it is binding.” Id. (citing Spring Lake NC, LLC. v. Holloway, 110 So. 3d 916, 917 (Fla. 2d DCA 2013)). Greene presents no facts or circumstances to indicate that he was prevented from reading the Plan documents. Nor does he dispute that the Plan documents, including the “Terms and Conditions,” were available to him. See Vale…

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