LAMAR, Justice, for the Court:
¶ 1. A nursing home resident's wife signed an admission agreement that contained an arbitration provision. Her husband died soon after his discharge, and she brought a wrongful-death suit against the nursing home, Hattiesburg Health & Rehab Center, LLC (HHRC). HHRC moved to stay the proceedings and to compel arbitration. The trial judge denied HHRC's motion, and HHRC appeals that denial to this Court. We affirm.
¶ 2. Leo Brown was admitted to HHRC in February 2012. His wife, Emma,
¶ 3. Among other terms and conditions, the admission agreement contained an arbitration provision. The provision provided, in pertinent part:
(Emphasis in original.)
¶ 4. Leo was discharged from HHRC in July 2012, and he passed away on October 14, 2012. The Jones County Chancery Court appointed Emma administratrix of Leo's estate in November 2013. Emma then filed a complaint against HHRC in Forrest County Circuit Court in her individual capacity, as executor of Leo's estate, and on behalf of all of Leo's wrongful-death beneficiaries. Emma alleged that Leo "sustained a specific injury, i.e. death, on October 14, 2012, due to respiratory failure secondary to a Stage IV decubitus ulcer he experienced under [HHRC's] lack of care and supervision." Emma alleged claims of negligence, medical malpractice, and deviations from the standard of care, respondent superior, res ipsa loquitur, negligent supervision and retention and wrongful death. She requested several categories of compensable damages, including funeral expenses, pain and suffering,
¶ 5. HHRC answered with a motion to stay proceedings and compel arbitration. HHRC argued that the "language of the Admission Agreement clearly established that Leo Brown and Emma Brown were giving up their right to a trial by jury," and that all of the allegations in the complaint "arose out of Leo Brown's residency at the Facility and are subject to binding arbitration." Emma responded and argued that Leo did not execute the admission agreement, nor did he "imbue [her] with the authority to forfeit his right to civil litigation and a jury trial." Emma also alleged that the arbitration agreement was procedurally and substantively unconscionable.
¶ 6. The trial judge held a hearing on HHRC's motion and denied it, stating: "I do not agree that [Emma] was authorized to sign on Mr. Brown's behalf, and I don't — I do not agree that it is binding on Mr. Brown." The trial judge later entered an order, finding again that the Admission Agreement was not binding on Leo:
The trial judge also found that the arbitration agreement was unconscionable.
¶ 7. HHRC now appeals to this Court and presents two issues:
We agree with the trial court that Leo is not bound by the arbitration provision. And because that issue is dispositive, we do not address HHRC's unconscionability argument.
¶ 8. This Court reviews the denial of a motion to compel arbitration de novo. Adams Cmty. Care Center, LLC v. Reed, 37 So.3d 1155, 1158 (Miss.2010). This Court has "`endorsed the undisputed province of the Federal Arbitration Act'" and recognized its "`clear authority to govern agreements formed in interstate commerce'" where a contractual provision provides for arbitration. Id. (citations omitted). This Court also has ruled previously that the FAA is applicable to nursing-home admission agreements that contain arbitration clauses. Id.
¶ 9. Under the FAA, courts employ a two-pronged inquiry when reviewing an arbitration agreement. Id. At issue here is the first prong,
¶ 10. HHRC argues that Leo is bound by the arbitration agreement under three theories:
¶ 11. HHRC argues first that "Mississippi Courts recognize the doctrine of third-party beneficiary in the context of nursing home admission agreements. Non-signatories can be bound to an arbitration clause if determined to be a third-party beneficiary." But HHRC cites only nonapplicable and/or nonbinding law to support this assertion.
¶ 12. What HHRC wholly failed to do, however, is discuss — or even cite — the two recent, unanimous opinions from this Court, in which this Court held that residents in almost identical factual scenarios were not third-party beneficiaries for purposes of enforcing an arbitration provision. In Adams Community Care Center, LLC v. Reed, a resident's son signed an admission agreement containing an arbitration provision. Adams, 37 So.3d 1155, 1156-57 (Miss.2010). The resident's daughter then filed a complaint as her mother's conservator, and the nursing home moved to compel arbitration. Id. at 1157. The trial judge denied the motion, and the nursing home appealed. Id.
¶ 13. On appeal, this Court found first that the resident's sons did not have authority to bind her as her healthcare surrogate, nor did they have the apparent authority to do so. Id. at 1158-60. This Court then specifically addressed whether the resident was a third-party beneficiary to the admission agreement and declined to find that she was, stating:
Id. at 1160.
¶ 14. And in GGNSC Batesville, LLC v. Johnson, this Court again was presented
¶ 15. On appeal, this Court found first that the resident's sister did not have apparent authority to contract for him. Id. at 565. This Court then went on to find that "[b]ecause a valid contract [did] not exist, a third-party beneficiary cannot exist." Thus, this Court concluded that it need not even reach the third-party-beneficiary argument, as no valid contract existed. Id. at 566.
¶ 16. These cases control here. Emma had no authority to contract on behalf of Leo (which we discuss below), so Leo cannot be a third-party beneficiary to a non-existent contract. We find, based on the unequivocal holdings of this Court in Adams Community Care and Johnson, that Leo is not a third-party beneficiary to the admission agreement, and therefore cannot be bound by the arbitration provision under that theory.
¶ 17. HHRC argues next that Emma executed the admission agreement on behalf of Leo as his healthcare surrogate. Under the healthcare surrogate statutes, a third party may make healthcare decisions for another, but only if certain prerequisites are met:
Miss.Code Ann. § 41-41-211(1) (Rev.2013) (emphasis added).
¶ 18. HHRC points out that Emma had attached medical records to her response to its motion to compel and had argued that those records showed that Leo was incapacitated. Thus, argues HHRC, Emma "cannot argue based upon Mr. Brown's medical diagnoses of his primary physicians he lacked capacity to contract for himself and at the same time assert Mr. Brown had not been determined by the same physicians to lack capacity for purposes of the healthcare surrogate statute."
¶ 19. But this argument is easily dismissed, because there is simply no evidence in the record that Leo's primary physician ever made any capacity determination. It is true that Emma attached some medical records to her response to the motion to compel, but we found nowhere in the record where Leo's primary physician was even named, much less any indication that he or she had determined that Leo lacked capacity. And notably, HHRC does not argue that such a determination exists.
¶ 20. HHRC argues what perhaps can be best described as "substantial compliance" with the healthcare surrogate statute, but we are not convinced by that argument. In short, HHRC argues that Emma herself represented that Leo was incapacitated upon admission, and that that admission is sufficient under the surrogate statutes to transform her into Leo's surrogate. HHRC relies on this Court's opinion in Covenant Health and Rehabilitation of Picayune, L.P. v. Brown, 949 So.2d 732 (Miss.2007), overruled on other grounds by Covenant Health and Rehabilitation
¶ 21. In Covenant Health, this Court did seem to sanction "substantial compliance" with the surrogate statutes, stating:
Covenant Health, 949 So.2d at 736-37 (emphasis added). But even in light of this language, HHRC's argument still fails. First, Covenant Health is distinguishable, because there was at least some evidence in the record there that Brown's primary physician had made a capacity determination. Here, there is no such evidence.
¶ 22. Secondly and more importantly, this Court has since returned to a strict interpretation of the surrogate statutes:
Adams Community Care, 37 So.3d at 1159 (emphasis added). We therefore find that Emma did not have the authority to bind Leo as his healthcare surrogate.
¶ 23. HHRC argues finally that Leo is estopped from denying the terms of the admission agreement because he received services from HHRC and benefitted from the terms of the agreement. As
¶ 24. HHRC relies almost exclusively on some language from this Court's decision in Scruggs v. Wyatt, 60 So.3d 758 (Miss.2011), in which this Court wrote:
Scruggs, 60 So.3d at 767-68 (internal citations omitted) (emphasis added). But we find that Leo did not "embrace" the admission agreement here.
¶ 25. First, there is simply no evidence that Leo "knowingly" did anything, much less knowingly "seek and obtain direct benefits" from the admission agreement. Emma consistently has maintained that Leo was incapacitated upon his admission to HHRC, and even HHRC concedes in its reply brief that "[b]ased upon Emma Brown's submissions, Leo Brown clearly meets the definition of lacking `capacity' under the [healthcare surrogate] statute."
¶ 26. Second, we find that Leo's estate (through Emma) is not attempting to "enforce the terms" of the admission agreement, nor is it "asserting claims that must be determined by reference to it." Simply put, Leo's estate's claims sound in tort, and Emma could pursue those claims without an admission agreement at all. In our view, Scruggs is easily distinguishable. There, this Court found that
Scruggs, 60 So.3d at 770 (emphasis added). So, in sum, we find that the doctrine of direct-benefit estoppel does not bar Leo here. He did not "knowingly" receive benefits from HHRC and then try avoid his obligations. Nor is his estate suing to enforce the terms of the admission agreement, because his claims are not "directly dependent" on the agreement.
¶ 27. Because we find that no valid arbitration agreement exists, we do not address HHRC's unconscionability argument. See Mississippi Care Center of Greenville v. Hinyub, 975 So.2d 211, 218 (Miss.2008).
¶ 28. When reviewing an arbitration provision, this Court first must determine whether the parties have agreed to arbitrate. We find here that they did not, because Leo was not a third-party beneficiary to the admission agreement, Emma was not his healthcare surrogate, and Leo was not bound by the doctrine of direct benefit estoppel. Therefore, Leo is not bound by the arbitration provision, and we
¶ 29.
WALLER, C.J., DICKINSON AND RANDOLPH, P.JJ., KITCHENS, CHANDLER, PIERCE, KING AND COLEMAN, JJ., CONCUR.