Optional Nursing-Home Arbitration Clauses Are Not “Health-Care Decisions” a Surrogate May Make Under Mississippi’s Uniform Health-Care Decisions Act

Case: Manhattan Nursing and Rehabilitation Center, LLC, Ashley Bouldin, LPN and Fredia Harvey, LPN v. Verna Hawkins, Individually, and on Behalf of and for the Use and Benefit of the Wrongful Death Beneficiaries of Wydett Hawkins
Court: Supreme Court of Mississippi (en banc)
Date: February 19, 2026
Disposition: Trial court’s denial of motion to compel arbitration affirmed

1. Introduction

This appeal arose from a wrongful-death and nursing-home negligence action filed by Verna Hawkins (individually and as representative of the wrongful-death beneficiaries of Wydett Hawkins) against Manhattan Nursing and Rehabilitation Center, LLC, and two nurses, Ashley Bouldin, LPN, and Fredia Harvey, LPN (collectively, “Manhattan”). The central question was contract formation and authority: whether Verna, who signed the admission paperwork when Wydett entered the facility, had legal authority to bind Wydett (and derivative claimants) to a separate arbitration agreement embedded in the admissions packet.

The key statutory frame was Mississippi’s Uniform Health-Care Decisions Act, under which a “surrogate” may make only “health-care decisions” for a patient determined by the primary physician to lack capacity. The practical issue was whether agreeing to arbitrate—when explicitly not required for admission or continued care—qualifies as a “health-care decision” within the surrogate’s limited authority.

2. Summary of the Opinion

3. Analysis

3.1 Precedents Cited

A. Framework for motions to compel arbitration

• E. Ford, Inc. v. Taylor, 826 So. 2d 709 (Miss. 2002): The Court reiterated the two-pronged inquiry under the Federal Arbitration Act (FAA): (1) whether there is a valid arbitration agreement and (2) whether the dispute falls within its scope. The case supplies the gateway principle that “agreement to arbitrate” is a threshold question.
• Belhaven Senior Care, LLC v. Smith, 359 So. 3d 612 (Miss. 2023) and Adams Cmty. Care Ctr., LLC v. Reed, 37 So. 3d 1155 (Miss. 2010): These cases anchor the standard of review (de novo) for denial of a motion to compel arbitration and inform how the Court evaluates surrogate authority questions in the nursing-home context.
• Wellness, Inc. v. Pearl River Cnty. Hosp., 178 So. 3d 1287 (Miss. 2015) and Trinity Mission Health & Rehab of Holly Springs, LLC v. Lawrence, 19 So. 3d 647 (Miss. 2009): These decisions support the allocation of the burden of proof: the party seeking arbitration bears the burden of establishing the existence of an arbitration agreement, paralleling ordinary contract formation.

B. Strict limits on surrogate authority under the Uniform Health-Care Decisions Act

• Tarvin v. CLC of Jackson, LLC, 193 So. 3d 633 (Miss. 2016) and Belhaven Senior Care, LLC v. Smith, 359 So. 3d 612 (Miss. 2023): The Court emphasized its “strict interpretation” of the Health-Care Decisions Act—an interpretive stance that narrows what counts as a permissible surrogate act.
• Miss. Care Ctr. of Greenville, LLC v. Hinyub, 975 So. 2d 211 (Miss. 2008): This was the controlling authority for the majority. Hinyub limited surrogate authority to “health-care decisions” and held that an arbitration clause is part of the “health-care decision” only when it is “an essential part of the consideration for the receipt of ‘health-care.’” If arbitration is not required for admission/care, the surrogate lacks authority to agree to it.
• Adams Cmty. Care Ctr., LLC v. Reed, 37 So. 3d 1155 (Miss. 2010): Reed carried forward Hinyub’s “essential consideration” test and also supplied the procedural point the Court used here: if the act is not a health-care decision, courts need not resolve disputed capacity/primary-physician issues because the statute itself withholds surrogate power for non-health-care decisions.

C. The Court’s refusal to adopt the alternative framing urged by Manhattan

• Dalon v. MS HUD Ocean Springs LLC, 283 So. 3d 90 (Miss. 2019): Manhattan argued Dalon was “the more appropriate approach” and that Hinyub’s discussion was dicta. The majority rejected that invitation and declined to overrule Hinyub, reaffirming that the “essential consideration” test governs when a surrogate’s signature is offered as the basis for arbitration.

D. Dissent’s arbitration-preemption and regulatory critique (not adopted by the majority)

• Kindred Nursing Ctrs. Ltd. P'ship v. Clark, 581 U.S. 246 (2017) and AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011): The dissent invoked the FAA’s “equal-treatment principle,” contending that Mississippi’s post-Hinyub rule functionally disables arbitration for incapacitated nursing-home residents where a surrogate signs, especially given federal regulations that forbid making arbitration a condition of admission.
• 42 C.F.R. § 483.70(m)(1): The dissent argued federal CMS rules prohibit conditioning admission or continued care on arbitration, creating an “impossible scenario” under Hinyub because Hinyub treats arbitration as within surrogate authority only when it is mandatory for admission.
• Covenant Health Rehab of Picayune, L.P. v. Brown, 949 So. 2d 732 (Miss. 2007); Vicksburg Partners, L.P. v. Stephens, 911 So. 2d 507 (Miss. 2005); and the partial overruling history in Covenant Health & Rehab. of Picayune, LP v. Est. of Moulds ex rel. Braddock, 14 So. 3d 695 (Miss. 2009): The dissent relied on these to support a broader view that arbitration execution can be treated as within the admission/health-care decision bundle, and that enforceability should turn on ordinary defenses like unconscionability.

3.2 Legal Reasoning

A. The Court narrowed the dispute to “authority,” not “scope”

Although the arbitration agreement’s language was broad (purporting to bind the resident and numerous related persons to arbitrate claims “arising out of or relating in any way” to admission or care), the Court treated the dispositive question as whether Verna had authority to assent on Wydett’s behalf. Without authority, no valid arbitration contract existed—ending the analysis at prong one of E. Ford, Inc. v. Taylor.

B. Statutory gatekeeping: “health-care decision” as a limit on surrogate power

The Court acknowledged conflicting evidence about whether Wydett’s “primary physician” determined incapacity as required by Mississippi Code Section 41-41-211(1). But it applied Reed to bypass that factual dispute: if signing the arbitration agreement is not a “health-care decision,” then a surrogate lacks authority regardless of incapacity determinations, because the statute “deprives a surrogate of authority” for non-health-care decisions.

C. The “essential consideration” test was decisive

The majority reaffirmed the Hinyub/Reed rule: an arbitration agreement is part of the health-care decision only when it is “an essential part of the consideration for the receipt of ‘health-care.’” Here, the agreement expressly stated execution “is not a condition of admission” and not required “to continue to receive care.” That contractual fact made arbitration non-essential to receiving care, and therefore outside surrogate authority. The Court also echoed Hinyub’s observation that such voluntary arbitration is “not necessarily in the best interest” of the patient as contemplated by the Act.

D. The Court treated Hinyub as binding, not dicta

Manhattan argued Hinyub’s “health-care decision” discussion was dicta. The Court disagreed in substance (without extended doctrinal discussion), explicitly declined to overrule Hinyub, and applied its rule directly to hold the clause unenforceable.

3.3 Impact

• Practical enforceability rule in Mississippi nursing-home cases: When an arbitration clause is expressly voluntary (not a condition of admission/continued care) and is signed only by a spouse/family member acting as a health-care surrogate (without power of attorney, guardianship, or other agency), it is highly vulnerable—often dead on arrival—under the reaffirmed Hinyub “essential consideration” test.
• Litigation posture shifts to “who signed and under what authority”: Facilities should anticipate focused discovery and evidentiary hearings on authority (POA scope, guardianship, capacity determination timing, identity of “primary physician”) even though, as here, courts may resolve cases without reaching capacity if the arbitration clause is non-essential.
• Potential federal-state tension remains unresolved in the majority: The dissent’s core concern is that federal CMS regulations (prohibiting mandatory arbitration as a condition of admission) combined with Hinyub’s “mandatory-for-admission” pathway may functionally eliminate arbitration for incapacitated residents whose surrogates sign. The majority did not engage that preemption/FAA argument, leaving room for future cases to square Mississippi’s surrogate-authority doctrine with FAA equal-treatment principles discussed in Kindred Nursing Ctrs. Ltd. P'ship v. Clark and AT&T Mobility LLC v. Concepcion.
• Drafting and admissions-process consequences: Facilities may seek arbitration signatures from residents themselves when competent, or rely on traditional agency instruments (durable POA with appropriate scope) rather than surrogacy. But any attempt to make arbitration “essential” through admissions conditioning faces regulatory constraints highlighted by the dissent.

4. Complex Concepts Simplified

• “Arbitration agreement”: A contract to resolve disputes in a private adjudicative forum (arbitration) rather than in court before a judge/jury. Enforceability depends on ordinary contract principles, including whether the signer had authority.
• “Health-care surrogate” (Mississippi Uniform Health-Care Decisions Act): A default decision-maker authorized to make health-care decisions for a patient who lacks capacity and lacks an available agent/guardian. The surrogate’s power is limited; it does not automatically extend to all contracts presented during admission.
• “Health-care decision”: Statutorily, a decision “regarding the individual's health care.” The majority reads this narrowly: agreeing to arbitrate is included only when it is essential to obtaining care (i.e., required as a condition of admission/receipt of care).
• “Essential part of the consideration”: In contract terms, “consideration” is what each side gives/gets. Under Hinyub, arbitration is within surrogate authority only if it is part of the bargain necessary to obtain care—meaning the patient cannot receive care without agreeing to arbitrate.
• “Dicta”: Statements in an opinion not necessary to the result. Manhattan argued Hinyub’s health-care-decision analysis was dicta; the majority effectively treated it as controlling law.
• FAA “equal-treatment principle” (raised in dissent): The FAA allows arbitration agreements to be invalidated by generally applicable defenses (fraud, duress, unconscionability), but not by rules that uniquely burden arbitration. The dissent argued Mississippi’s current approach, combined with federal nursing-home regulations, risks creating arbitration-specific hostility in effect.

5. Conclusion

The Court’s decision crystallizes a stringent Mississippi rule of surrogate authority in the long-term-care admissions context: when arbitration is expressly voluntary and not required for admission or continued care, it is not a “health-care decision” under the Uniform Health-Care Decisions Act, and a health-care surrogate lacks authority to bind the resident to arbitrate. By reaffirming Miss. Care Ctr. of Greenville, LLC v. Hinyub and applying Adams Cmty. Care Ctr., LLC v. Reed, the majority resolved the case at the contract-formation stage—invalidating arbitration without deciding contested capacity facts. The dissent underscores a looming policy and preemption debate (CMS anti-conditioning rules and the FAA), signaling that the enforceability of nursing-home arbitration in Mississippi may remain an active and consequential battleground.