Filed 6/23/26 Miller v. Lake Merritt Healthcare Center CA1/1
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FIRST APPELLATE DISTRICT
DIVISION ONE
TENAYA MILLER,
Plaintiff and Respondent,
A171401
v.
LAKE MERRITT HEALTHCARE (Alameda County
CENTER, LLC, et al., Super. Ct. No. 23CV037238)
Defendants and Appellants.
Defendants Lake Merritt Healthcare Center (LMHC) and Chrysta
Solorzano appeal from a trial court order denying their motion to compel
arbitration. We affirm.
I.
FACTUAL AND PROCEDURAL
BACKGROUND
In September 2022, while in his early 20s, Paris Moffett suffered a
gunshot wound and was paralyzed from the waist down. In October 2022, he
was admitted to LMHC, a skilled nursing facility, owned by Solarzano.
According to defendants, at the time of his initial admission he “signed . . .
admission paperwork” but “refused to sign [an] arbitration agreement.” He
was “thereafter readmitted twice[,] and on his last readmission . . . [he]
signed new admission paperwork and signed [an] arbitration agreement.”
This agreement was dated March 6, 2023, and it was countersigned by a
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“Facility Representative[],” purporting to bind the facility and its owners and
other agents. Several days later, Moffet was shot and killed by two people
who entered LMHC in the middle of the night through an unlocked rear door.
In June 2023, Moffett’s mother, plaintiff Tenaya Miller, filed a
complaint against LMHC and Solorzano. For almost nine months the parties
litigated the case. They began by meeting and conferring about the initial
complaint, which resulted in the filing of a first amended complaint in
August 2023. After the parties again met and conferred, a second amended
complaint (SAC) was filed in October. The SAC is the operative complaint,
and it alleged four causes of action: (1) negligence; (2) a survival cause of
action; (3) wrongful death; and (4) unfair business practices under Business
and Professions Code section 17200. In general, the SAC alleged that
Moffett’s death was caused because LMHC did not lock exterior doors, lacked
visible security guards, did not maintain protocols for registering and
monitoring visitors, and failed to properly attend to patients.
In November, defendants filed a demurrer and a motion to strike the
SAC. They also filed a case-management statement and posted jury fees.
Both sides initiated discovery. Defendants sought to take Miller’s deposition,
and they requested her to produce a number of documents. Miller served on
defendants multiple discovery requests, including form interrogatories,
special interrogatories, requests for admissions, and a request for production
of documents. Defendants responded to these discovery requests on April 9,
2024.
A few days after defendants responded to the discovery requests, on
April 12, the parties entered into a stipulation to withdraw the SAC’s cause
of action that alleged unfair business practices. This stipulation was received
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by the court on the same day, and it was approved as an order of the court
the following day.
On April 16, defendants filed a motion to compel arbitration based on
the arbitration agreement that Moffet signed 13 months earlier. Miller
opposed the motion. She argued that defendants waived their right to compel
arbitration by litigating the case and taking actions inconsistent with
arbitration. She separately argued that she could not be compelled to
arbitrate her wrongful death claim because it was her claim, not Moffett’s,
and she had never agreed to arbitration. The trial court found that
defendants had waived their right to arbitrate, and it therefore denied their
motion to compel arbitration.
II.
DISCUSSION
The right to arbitration may be waived. (Quach v. California
Commerce Club, Inc. (2024) 16 Cal.5th 562, 572 (Quach).) The
“determination of whether [a party] has lost its right to compel arbitration as
a result of its litigation-related conduct is governed by generally applicable
state law contract principles.”1 (Ibid.) Under these principles, “the party
opposing enforcement of a contractual agreement must prove by clear and
convincing evidence that the waiving party knew of the contractual right and
intentionally relinquished or abandoned it.” (Id. at p. 584.)
When reviewing a finding of waiver, an appellate court should uphold
the finding when “ ‘the record as a whole contains substantial evidence from
1
Quach rejected a previous rule that required a claim that the right to
arbitrate was waived be supported with a showing of prejudice. The court
rejected the rule because such a showing is not required under generally
applicable state law contract principles. (Quach, supra, 16 Cal.5th at p. 576.)
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which a reasonable fact finder could have found it highly probable’ that the
party knew of its contractual right to compel arbitration and intentionally
relinquished or abandoned that right.” (Quach, supra, 16 Cal.5th at p. 585,
fn. 6.) “[T]he court must view the record in the light most favorable to the
prevailing party below and give appropriate deference to how the trier of fact
may have evaluated the credibility of witnesses, resolved conflicts in the
evidence, and drawn reasonable inferences from the evidence.”
(Conservatorship of O.B. (2020) 9 Cal.5th 989, 1011–1012.)
Here, the trial court’s findings that defendants knew of and
relinquished their right to arbitrate was supported by ample, mostly
undisputed, and certainly substantial evidence.
We begin with the requirement that defendants knew of their right to
arbitrate. Knowledge of the right to arbitrate “may be ‘actual or
constructive.’ ” (Quach, supra, 16 Cal.5th at p. 584.) As an entity, LMHC, of
course, does not have a state of mind. (Cruz v. HomeBase (2000)
83 Cal.App.4th 160, 167–168.) Entities “acquire knowledge only through
[their] officers and agents.” (People v. Parker (1965) 235 Cal.App.2d 86, 93.)
Under principles of imputed knowledge, “ ‘[a] principal is chargeable with
and is bound by the knowledge of, or notice to, [an] agent received while the
agent is acting within the scope of [the agent’s] authority and which is with
reference to a matter over which [the agent’s] authority extends.’ ” (Certain
Underwriters at Lloyd’s London v. ConAgra Grocery Products Co., LLC (2022)
77 Cal.App.5th 729, 751; see also Civ. Code § 2332.)
It is undisputed that the arbitration agreement signed by Moffett was
countersigned by a “Facility Representative[]” to bind LMHC, its owners, and
its other agents, and defendants have not argued that the representative was
somehow unaware of the agreement’s existence when it was signed. It is also
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undisputed that the agreement was maintained “as part of [the] records at
[the] facility in the normal course and scope of business.” Thus, even if
defendants’ attorneys may have been unaware of the agreement’s existence
until it was revealed in the process of preparing responses to discovery, it
cannot be maintained that defendants themselves were similarly unaware.
Furthermore, and at the very least, defendants had constructive notice
of the agreement. “Generally, constructive knowledge, ‘means knowledge
“that one using reasonable care or diligence should have, and therefore is
attributed by law to a given person.” ’ ” (Paslay v. State Farm General Ins. Co.
(2016) 248 Cal.App.4th 639, 657.) “The existence of constructive knowledge
is assessed by using an objective ‘reasonable person’ measure, ‘since there is
no other way to measure it.’ ” (Id. at pp. 657–658.)
Applying this measure here, LMHC and Solorzano should have been
aware of the arbitration agreement’s existence because, again, the
representative facilitated its execution as part of the facility’s routine
practice, and the facility maintained it as part of its ordinary course of
business. As the trial court put it, “[defendants] were undoubtedly aware of
their own practice of presenting residents with a form of arbitration
agreement. Thus, defendants . . . had inquiry notice, in that they were aware
of facts suggesting a potential right to compel arbitration.”
Defendants attempt to deflect from this straightforward analysis by
arguing that Miller “cited no evidence of LMHC having the agreement in its
possession between the time of the murder and the time it was located in
April 2024.” They argue that there is no requirement for a resident of a
health care facility to sign an arbitration agreement, and they point out that
the declaration attesting that the arbitration agreement was maintained in
the regular course of the facility’s business was not signed until early April
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2023. But no reasonable person would think that an arbitration agreement,
if one was signed, would be anywhere other than in the possession of the
entity that facilitated its execution. Defendants also contend that
“[r]easonably, [the] arbitration agreement was misplaced.” Specifically, they
claim it was misplaced because “upon admission [Moffett] didn’t elect to
execute the . . . agreement” so “it was not contained within the admission
file.” But there has been no suggestion that the document was somewhere
other than in Moffett’s records, even if not specifically among his initial
admission papers. No reasonable person would think that a health care
entity or its owner would be unaware of an arbitration agreement signed by
their agent simply because it was placed in one, but not another, part of a
resident’s file.
Having concluded that defendants had actual and constructive
knowledge of the arbitration agreement, we turn to consider the next element
of the waiver analysis that requires a showing of an intentional
relinquishment or abandonment of the right to arbitrate. This element “may
be proved by evidence of words expressing an intent to relinquish the right or
of conduct that is so inconsistent with an intent to enforce the contractual
right as to lead a reasonable fact finder to conclude that the party had
abandoned it.” (Quach, supra, 16 Cal.5th at p. 584.) “The waiver inquiry is
exclusively focused on the waiving party’s words or conduct; neither the effect
of that conduct on the party seeking to avoid enforcement of the contractual
right nor that party’s subjective evaluation of the waiving party’s intent is
relevant.” (Id. at p. 585.)
In Quach, the court held that a waiver was established because the
record showed “that, being fully aware of its right to compel arbitration, [the
party with the right] chose not to [arbitrate] for 13 months, affirmatively
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indicated its intent to pursue a jury trial rather than arbitration, and actively
engaged in discovery — words and conduct markedly inconsistent with an
intent to arbitrate.” (Quach, supra, 16 Cal.5th at p. 587.)
The record here shows that defendants engaged in more conduct
inconsistent with an intent to arbitrate than did the entity in Quach. True,
defendants moved slightly quicker to compel arbitration by filing their
motion to compel after nine, rather than 13, months of litigation. But while
in litigation, defendants engaged in far more conduct that was inconsistent
with an intent to enforce a contractual right to arbitrate. As did the entity in
Quach, defendants engaged in discovery and indicated their intent to pursue
a jury trial. But they also met and conferred about the initial complaints
(which resulted in the filing of two amended complaints), filed a demurrer
and motion to strike the SAC, and successfully negotiated a withdrawal of
the SAC’s cause of action for unfair business practices.
This last action was especially inconsistent with an intent to enforce
the arbitration agreement. Defendants concede that the arbitration
agreement was “discovered as the Defendant[s] began to collect documents to
respond to plaintiff’s written Discovery.” But their conduct in signing the
stipulation to withdraw the cause of action and submitting it to the court for
approval occurred after they had produced documents in response to Miller’s
request for the production of documents. Thus, there is substantial evidence
that even their attorneys knew of the existence of the arbitration agreement
before the stipulation was filed. Defendants’ request for the trial court to
exercise its jurisdiction to approve a withdrawal of one cause of action (while
knowing of the arbitration agreement’s existence) was flatly inconsistent with
their subsequent position that the court lacked jurisdiction to consider the
remaining causes of action because of the agreement. This amounted to
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additional and substantial evidence of “conduct that is so inconsistent with
an intent to enforce the contractual right as to lead a reasonable fact finder to
conclude that the party had abandoned it.” (Quach, supra, 16 Cal.5th at
p. 584.)
In short, we conclude that the record as a whole contains substantial
evidence from which the trial court could have reasonably found it highly
probable that defendants knew of the arbitration agreement but intentionally
relinquished or abandoned their right to arbitrate.2
III.
DISPOSITION
The order denying appellants’ motion to compel arbitration is affirmed.
Respondent is awarded her appellate costs.
2 In light of this conclusion, we need not consider Miller’s alternative
argument that the trial court’s order denying defendant’s motion to compel
arbitration of the wrongful death claim was proper for the separate reason
that the claim was brought in Miller’s personal capacity and Miller was not a
party to the arbitration agreement.
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_________________________
Humes, P. J.
WE CONCUR:
_________________________
Banke, J.
_________________________
Smiley, J.
Miller v. Lake Merritt Healthcare Center, LLC, et al. A171401
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