United States District Court, W.D. Kentucky, Louisville Division
GGNSC LOUISVILLE ST. MATTHEWS, d/b/a Golden Living Center--St. Matthews, et al., Plaintiffs,
ANTHONY MADISON, as Guardian of William Madison, Incapacitated, Defendant.
MEMORANDUM OPINION AND ORDER
B. Russell, Senior Judge.
2012, William Madison, Jr. was admitted to the Golden Living
Center, a nursing home operated by GGNSC Louisville St.
Matthews, LLC. Prior to admission, Anthony Madison, Sr.
signed an arbitration agreement as William Madison, Jr.'s
attorney-in-fact. During William Madison, Jr.'s stay at
the Golden Living Center, he allegedly suffered physical and
emotional injuries due to inadequate care. The instant action
raises questions about how the claims related to those
alleged injuries must be adjudicated. Anthony Madison, Sr.
(as William Madison, Jr.'s guardian) maintains that any
litigation ought to proceed in state court. In contrast,
GGNSC argues that the dispute should go to an arbiter. The
Court agrees with GGNSC. Accordingly, Anthony Madison,
Sr.'s Motion to Dismiss, [R. 7], is DENIED, and
GGNSC's Motion to Compel Arbitration and Enjoin
Proceedings, [R. 4], is GRANTED.
August 2012, William Madison, Jr. was admitted to the Golden
Living Center, a nursing home operated by GGNSC Louisville
St. Matthews, LLC, in Louisville, Kentucky. [R. 1 at 5,
¶ 17 (Complaint).] During the relevant time period,
Anthony Madison, Sr. exercised control over William Madison,
Jr.'s affairs as his attorney-in-fact. [Id.,
¶ 18.] The power of attorney granted Anthony Madison,
maximum power under law to perform any act on [William
Madison, Jr.'s] behalf that [he] could do personally
including but not limited to, all acts relating to any and
all of [William Madison, Jr.'s] financial transactions
and/or business affairs including all banking and financial
institution transactions, all real estate or personal
property transactions, all insurance or annuity transactions,
all claims and litigation, and any and all business
[R. 1-3 at 2 (Power-of-Attorney Document).] As part of the
admissions process, Anthony Madison, Sr. signed an
arbitration agreement on William Madison, Jr.'s behalf.
[R. 1 at 5, ¶ 19.] The arbitration agreement required
the parties to arbitrate “any and all disputes arising
out of or in any way relating to [the arbitration agreement]
or [William Madison, Jr.'s] stay” at the Golden
Living Center. [R. 1-2 at 3, § III (Arbitration
William Madison, Jr.'s stay at the Golden Living Center,
he allegedly suffered physical and emotional injuries due to
inadequate care, resulting in an expedited, unnatural
deterioration in his health. [R. 1-1 at 13, ¶¶
29-30 (State Court Complaint).] In response, Anthony Madison,
Sr. (as his guardian) sued GGNSC and its affiliated entities,
along with various administrators at the Golden Living
Center, in Jefferson County Circuit Court for negligence,
medical negligence, corporate negligence, and for violating a
long-term care resident's statutory rights. [Id. at
14-29, ¶¶ 32-74.] The record does reveal much about
the status of the state-court litigation.
answering the allegations made in the state-court litigation,
GGNSC filed this action against Anthony Madison, Sr. [R. 1 at
8-10, ¶¶ 33-44.] Soon after, it filed a motion to
compel arbitration and enjoin the state-court litigation
discussed earlier. [R. 4 (Motion to Compel Arbitration and
Enjoin Litigation).] In lieu of an answer, Anthony Madison,
Sr. moved to dismiss GGNSC's action on several grounds.
[R. 7 (Motion to Dismiss).] Those competing motions are ripe
Federal Arbitration Act (FAA), 9 U.S.C. §§ 1-16,
“embodies [a] national policy favoring arbitration and
places arbitration agreements on equal footing with all other
contracts.” Richmond Health Facilities v.
Nichols, 811 F.3d 192, 195 (6th Cir. 2016) (quoting
Seawright v. Am. Gen. Fin. Servs., Inc., 507 F.3d
967, 972 (6th Cir. 2007)). Under the Act, a written agreement
to arbitrate disputes arising out of a contract or
transaction involving interstate commerce “shall be
valid, irrevocable, and enforceable, save upon such grounds
as exist at law or in equity for the revocation of any
contract.” 9 U.S.C. § 2. There are “two
parallel devices for enforcing an arbitration agreement: a
stay of litigation in any case raising a dispute referable to
arbitration, 9 U.S.C. § 3, and an affirmative order to
engage in arbitration, § 4.” Moses H. Cone
Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 22
(1983). Before compelling a party to arbitration under 9
U.S.C. § 4, the Court “must engage in a limited
review to determine whether the dispute is arbitrable,
” meaning “ that a valid agreement to
arbitrate exists The administrators named in the state-court
action include Joshua Schindler, Brian Mueller, Allyson
Skaggs, Lisa Davis, and Kristi Noah. [Id. at 9-11,
¶¶ 13-17.] The Court will refer to them as the
“administrators.” None of the administrators are
parties to the instant action. between the parties and 
that the specific dispute falls within the substantive scope
of the agreement.” Richmond Health Facilities,
811 F.3d at 195 (quoting Javitch v. First Union Sec.,
Inc., 315 F.3d 619, 624 (6th Cir. 2003)); see also
Masco Corp. v. Zurich Am. Ins. Co., 382 F.3d 624, 627
(6th Cir. 2004). If the Court is satisfied that the parties
formed a valid agreement to arbitrate, it must compel the
parties resolve the covered dispute in the contracted-for
manner. See 9 U.S.C. § 4.
Court first addresses Anthony Madison, Sr.'s motion to
dismiss before turning to GGNSC's motion to compel
arbitration. Anthony Madison, Sr. makes seven arguments in an
effort to escape arbitration. None of them are novel. In some
form or fashion, each one has been raised before and rejected
time and again. Still, the Court will address each in turn.
Ultimately, it finds no reason to depart from this
Circuit's well-settled positions.
Madison, Sr. begins with an attack directed at the
Court's subject-matter jurisdiction. [R. 7-2 at 3-11
(Memorandum in Support).] Of the two kinds of original
jurisdiction, see 28 U.S.C. §§ 1331-1332,
this case concerns the one labeled “diversity.”
The Court exercises such jurisdiction in “all civil
actions where the matter in controversy exceeds the sum or
value of $75, 000, exclusive of interest and costs, and is
between” parties who are “citizens of different
States.” 28 U.S.C. § 1332(a)(1). If a party thinks
that such jurisdiction might be wanting, the Federal Rules of
Civil Procedure afford that person an avenue for relief.
to Federal Rule of Civil Procedure 12(b)(1), the doubting
party may move to dismiss an action for lack of
subject-matter jurisdiction. Challenges of that sort come in
one of two forms: a facial attack or a factual attack.
Wayside Church v. Van Buren Cty., 847 F.3d 812, 816
(6th Cir. 2017). A facial attack questions “merely the
sufficiently of the pleading.” Gentek Bldg. Prod.,
Inc. v. Sherwin-Williams Co., 491 F.3d 320, 330 (6th
Cir. 2007) (citing Ohio Nat'l Life Ins. Co. v. United
States, 922 F.2d 320, 325 (6th Cir. 1990)). In a
challenge of that sort, the Court takes the allegations in
the complaint as true. Id. (citing Ohio
Nat'l Life Ins. Co., 922 F.2d at 325). When
assessing a factual attack, in contrast, the Court
“does not presume that the plaintiff's factual
allegations are true.” Glob. Tech., Inc. v. Yubei
(XinXiang) Power Steering Sys. Co., 807 F.3d 806, 810
(6th Cir. 2015) (citing Russell v. Lundergan-Grimes,
784 F.3d 1037, 1045 (6th Cir. 2015)). Instead, the Court must
“weigh evidence to confirm the existence of the factual
predicates for subject-matter jurisdiction.”
Carrier Corp. v. Outokumpu Oyj, 673 F.3d 430, 440
(6th Cir. 2012) (citing RMI Titanium Co. v. Westinghouse
Elec. Corp., 78 F.3d 1125, 1133 (6th Cir. 1996)).
disputes that complete diversity of the parties is apparent
from the face of GGNSC's complaint. GGNSC and its
affiliated entities are variously citizens of California,
Delaware, Virginia, North Carolina, Ohio, Iowa, and Nebraska.
[R. 1 at 2-4, ¶¶ 2-9.] Anthony Madison, Sr. is a
citizen of the Commonwealth of Kentucky. [Id. at 4,
¶ 10.] Therefore, it appears that GGNSC has sufficiently
pleaded diversity of citizenship. See 28 U.S.C.
Anthony Madison, Sr. disagrees. Relying on Vaden v.
Discover Bank, 556 U.S. 49 (2009), he urges the Court to
“look through” GGNSC's petition to his
state-court action for purposes of determining the diversity
of the parties. If the Court were to do that, the inclusion
the administrators (who are citizens of Kentucky) in the
jurisdictional calculus would destroy complete diversity.
Court declines to do so. Anthony Madison, Sr.'s argument
rests on a strained interpretation of Vaden.
Vaden dealt with a petition to compel arbitration
premised on federal-question jurisdiction. Id. at
59-60. In that context, the Supreme Court instructed federal
courts to “look through” the petition to the
predicate state-court action and determine if that action,
standing alone, met the requirements of 28 U.S.C. §
1331. Id. at 62. However, Vaden's
holding is limited to those cases involving federal-question
jurisdiction. See Northport Health Servs. of Ark., LLC v.
Rutherford, 605 F.3d 483, 488 (8th Cir. 2010). It has no
application to cases, such as this one, involving diversity
jurisdiction. See, e.g., GGNSC Stanford, LLC v.
Gilliam, 205 F.Supp.3d 884, 888 (E.D. Ky. 2016);
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