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April 3, 2026 Get Citation Alerts Download PDF Add Note

Lp Columbia Ky, LLC D/B/A Signature Healthcare at Summit Manor Rehab & Wellness Center v. Estate of Winfred Cowan, by and Through Its Administratrix, Denesa McCann

Court of Appeals of Kentucky

• Citations: None known
• Docket Number: 2024-CA-1560
• Precedential Status: Non-Precedential
• Judges: Eckerle

• Disposition: OPINION AFFIRMING IN PART, REVERSING IN PART, VACATING IN PART, AND REMANDING

• Opinion

• Authorities (17)

• Cited By (0)

• Summaries (0)

• Similar Cases (4.7K)

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Disposition

OPINION AFFIRMING IN PART, REVERSING IN PART, VACATING IN PART, AND REMANDING

Combined Opinion

RENDERED: APRIL 3, 2026; 10:00 A.M.
NOT TO BE PUBLISHED

Commonwealth of Kentucky
Court of Appeals
NO. 2024-CA-1560-MR

LP COLUMBIA KY, L.L.C. D/B/A
SIGNATURE HEALTHCARE AT
SUMMIT MANOR REHAB &
WELLNESS CENTER; AND
SIGNATURE HEALTHCARE, L.L.C. APPELLANTS

APPEAL FROM ADAIR CIRCUIT COURT
v. HONORABLE JUDY VANCE MURPHY, JUDGE
ACTION NO. 20-CI-00077

ESTATE OF WINFRED COWAN, BY
AND THROUGH ITS
ADMINISTRATRIX, DENESA
MCCANN; BILLIE B. CROSBY, BY
AND THROUGH HIS ATTORNEY-
IN-FACT, DEBRA HARRELSON;
DONNIE MELSON, AS
ADMINISTRATOR OF THE ESTATE
OF EDNA MELSON; ESTATE OF
ADDIE DERRINGER, BY AND
THROUGH ITS ADMINISTRATRIX,
AMANDA WETHINGTON; ESTATE
OF ANNA MARIE HELM, BY AND
THROUGH ITS ADMINISTRATOR
LARRY HELM; ESTATE OF
CARLINA HARRISON, BY AND
THROUGH ITS ADMINISTRATRIX,
JENNIFER WOLSEY; ESTATE OF
CAROLYN SUE MCGAHA, BY AND
THROUGH ITS ADMINISTRATRIX,
VICKIE HATCHER; ESTATE OF
EMMA RODGERS, BY AND
THROUGH ITS ADMINISTRATOR,
DONNIE RAY SMITH; ESTATE OF
SANDRA R. SHARPE, BY AND
THROUGH ITS EXECUTRIX,
KATHY DOWNEY; ESTATE OF
VIRGINIA LEE ROWE, BY AND
THROUGH ITS ADMINISTRATRIX,
LISA WALKUP; AND NOREEN
HARMON, BY AND THROUGH HER
POWER OF ATTORNEY, CLIFFORD
HARMON APPELLEES

OPINION AFFIRMING IN PART,
REVERSING IN PART,
VACATING IN PART, AND REMANDING

---

BEFORE: CETRULO, ECKERLE, AND L. JONES, JUDGES.

ECKERLE,1 JUDGE: Appellants, LP Columbia KY, L.L.C. d/b/a Signature

Healthcare at Summit Manor Rehab & Wellness Center, and Signature Healthcare,

L.L.C. (hereinafter and collectively, “Signature”) seek review of the Adair Circuit

Court’s order, dated November 27, 2024. The appealed order vacated a prior order

granting Signature’s motion to compel arbitration on all underlying claims, and

instead only granted the motion as to three Appellees, denied it as to the remaining

1
This case was originally assigned to Judge James Lambert. Due to his retirement, the case was
very recently reassigned.

-2-
eight Appellees, and declined to stay the entire judicial proceedings pending

arbitration. Signature challenges the Circuit Court’s decision to vacate its prior

order; the denial of its motion to compel eight Appellees and, if applicable, their

wrongful-death beneficiaries, to arbitrate; and the declination to issue a complete

stay pending arbitration.

After careful review and consideration, we do not reach the issue of

whether the Circuit Court erred in vacating its prior order because it is beyond the

scope of this limited interlocutory appeal. Regarding the Circuit Court’s denial of

Signature’s motion to compel arbitration with eight Appellees, we affirm as to the

wrongful-death claims, but we reverse the denial on all other claims as to Sharpe2

and vacate and remand as to the remaining seven Appellees for reconsideration of

Signature’s third-party beneficiary claim. Finally, we affirm the Circuit Court’s

denial of Signature’s motion for a complete stay of the proceedings.

I. Factual and Procedural History

Appellees or their decedents were all residents of Signature

Healthcare at Summit Manor Rehab & Wellness Center, and they allege injuries

arising from Signature’s negligence and/or reckless conduct, negligence per se,

violation of Kentucky Revised Statute (“KRS”) 216.515, and breach of contract.

2
We have elected to refer to Appellees solely by their last names or the last name of the
decedent to avoid confusion and for conciseness.

-3-
Additionally, eight Appellees (Cowan, Rowe, Rodgers, Derringer, Harrison,

McGaha, Helm, and Sharpe, by and through their estates) also brought claims of

wrongful death. Wrongful-death claims are distinctive from personal injury and

negligence claims, because, although brought by a decedent’s estate, the actions

are on behalf of the decedent’s statutory wrongful-death beneficiaries, not the

estates themselves. Ping v. Beverly Enterprises, Inc., 376 S.W.3d 581, 597 (Ky.

2012).

Signature sought to compel arbitration on all claims, asserting that

Appellees, either personally or by an authorized representative, had each executed

a valid arbitration agreement with it.3 On April 1, 2022, the Circuit Court granted

Signature’s motion as to Appellee, Derringer’s Estate, because Derringer, unlike

the other Appellees, had personally signed the arbitration agreement. The Circuit

Court stated that it would reconsider the motion to compel as to the remaining ten

Appellees after Signature provided proof of each signatory’s authority to execute

the arbitration agreements.

In July 2023, Signature renewed its motion to compel arbitration and

further requested that the judicial proceedings be stayed pending arbitration.

3
There are four different versions of the arbitration agreement. A general recitation of the terms
is unnecessary because Appellees do not dispute that, if valid, the arbitration agreements would
apply to their claims for negligence and/or reckless conduct, negligence per se, violation of KRS
216.515, and breach of contract. We discuss the impact of the arbitration agreements on the
wrongful-death claims infra.

-4-
Signature argued that the arbitration agreements for Crosby, Helm, Cowan, Sharpe,

and Rowe were enforceable because each was signed by the respective attorney-in-

fact authorized to act pursuant to a Power of Attorney (“POA”) instrument.

Signature also broadly claimed that, even if all of the representatives lacked the

authority to execute the arbitration agreements on Appellees’ behalf, because they

also executed the agreements in their respective individual capacities, Appellees

were nonetheless bound as third-party beneficiaries.

Appellees filed both a response and a supplemental response.

Appellees conceded that, under the applicable precedent, Crosby and Helm were

required to arbitrate their claims. However, Appellees disputed that the POAs for

Cowan and Sharpe authorized their attorneys-in-fact to execute the arbitration

agreements or that Rowe’s POA was even applicable since it was signed a day

after the arbitration agreement, and there was no evidence of ratification. As to the

claim that Appellees were nonetheless third-party beneficiaries of the arbitration

agreements, Appellees disputed that the representatives had benefitted from the

agreements.

Signature then filed a reply in support of its motion. Therein,

Signature raised the additional argument that the representatives of Cowan, Rowe,

Rodgers, Derringer, Harrison, McGaha, Helm, and Sharpe were required to

arbitrate their personal wrongful-death claims because they executed the

-5-
agreements in their individual capacities. It also made the cursory argument that to

the extent that there were any statutory, wrongful-death beneficiaries other than

these representatives, federal preemption and public policy grounds require that

they too should be compelled to submit to arbitration.

Special Judge Dan Kelly, sitting for Judge Judy Vance Murphy, held a

hearing on Signature’s motion on October 10, 2023. On January 24, 2024, Judge

Kelly issued a “[Proposed] Order Granting Motion to Compel Arbitration and

Staying Action Pending Arbitration,” which included no findings of fact or

conclusions of law.

On February 20, 2024, Appellees sought to alter, amend, or vacate the

arbitration order, citing in support Kentucky Rule of Civil Procedure (“CR”) 59.05.

Appellees argued that the arbitration order was based on manifest errors of law or

fact and, alternatively, that the Circuit Court needed to amend the order to include

findings of fact and conclusions of law. Opposing the motion, Signature argued

that CR 59.05 was inapplicable because the arbitration order was not a final order.

It further contended that, regardless, there was no bona fide reason to vacate the

arbitration order because Appellees had not presented any new basis for relief.

Signature, however, did not oppose the Circuit Court making findings of fact and

conclusions of law to the extent that the amendments did not alter the disposition

of the motion.

-6-
Judge Vance Murphy returned to bench and took the motion under

submission. On November 27, 2024, the Circuit Court issued the order on appeal.

Therein, the Circuit Court concluded that the January 24, 2024, order granting

Signature’s motion to compel arbitration and to stay the proceedings contained

errors of law and vacated it pursuant to Appellees’ CR 59.05 motion.

The Circuit Court then addressed Signature’s motion to compel

arbitration and stay the proceedings anew. The Circuit Court determined that

Signature had failed to sustain its burden that the arbitration agreements

purportedly executed on behalf of Cowan, Melson, Harrison, McGaha, Rodgers,

Sharpe, Rowe, and Harmon (hereinafter referred to collectively as “the Litigation

Appellees”) by their respective representatives were enforceable. Specifically, the

Circuit Court concluded that Cowan’s, Sharpe’s, and Rowe’s POAs did not

authorize their representatives to agree to arbitration on each of their behalf, and

that the representatives were not third-party beneficiaries to the arbitration

agreements. Ultimately, the Circuit Court denied the motion to compel in part as

to the Litigation Appellees and granted it in part as to the claims of Crosby and

Helm. As for the stay, the Circuit Court denied the motion as to the Litigation

Appellees, stating that no direct authority mandated that it be granted, and that to

do so based only on the fact that a minority of Appellees were required to arbitrate

would unfairly punish the majority.

-7-
Signature now appeals challenging the Circuit Court’s determinations

that: (1) there was a bona fide basis to vacate the January 2024 order compelling

arbitration on all claims; (2) the Litigation Appellees were not bound by the

arbitration agreements as third-party beneficiaries; (3) Cowan, Sharpe, and Rowe

did not authorize or ratify the actions of their attorneys-in-fact; (4) the wrongful-

death claimants were not required to arbitrate; and (5) it was not required to stay all

judicial proceedings.

II. Analysis

A. Ripeness and the issue of whether the Circuit Court erred by vacating
its January 24, 2024, arbitration order

Signature argues that the Circuit Court abused its discretion in

granting Appellees’ CR 59.05 motion to vacate its January 24, 2024, order and

asserts that we must reverse, effectively reinstating the prior order compelling

arbitration on all claims. Because the issue is not properly before the Court on this

interlocutory appeal, we will not address its merit.

Appellees did not raise any jurisdictional challenge, but jurisdiction is

a threshold issue that a Court must determine for itself. Childers v. Albright, 636

S.W.3d 523, 526 (Ky. 2021). As a rule, only final orders are appealable, and

Appellate Courts lack jurisdiction to consider a lower Court’s interlocutory rulings.

Long v. Dep’t of Revenue, 718 S.W.3d 868, 878 (Ky. 2025). The order granting

Appellees’ CR 59.05 motion is interlocutory because it does not fully resolve the

-8-
claims or rights of any of the parties. CR 54.02(1) (“[A]ny order . . . which

adjudicates less than all the claims or the rights and liabilities of less than all the

parties . . . is interlocutory and subject to revision at any time before the entry of [a

final judgment].”).

Despite the absence of a final judgment, this interlocutory appeal is

nonetheless authorized by KRS 417.220, which permits immediate review from an

order denying an application for arbitration. The scope of an interlocutory appeal,

however, is subject to “strict parameters,” and our review is limited “to

consideration of the issue giving rise to the interlocutory appeal and nothing

more.” Long, 718 S.W.3d at 878 (internal quotation marks omitted) (citing

Commonwealth, Cabinet for Health & Family Servs., Dep’t for Medicaid Servs. v.

Sexton ex rel. Appalachian Reg’l Healthcare, Inc., 566 S.W.3d 185, 190 (Ky.

2018) and Hensley v. Haynes Trucking, L.L.C., 549 S.W.3d 430, 436 (Ky. 2018)).

Signature’s claim that the Circuit Court abused its discretion in

amending its prior order is outside the scope of whether the Trial Court erred by

refusing to compel arbitration. Accordingly, this issue is beyond our jurisdiction in

this limited, interlocutory appeal, and we cannot reach it. Appellate resolution of

this issue will have to await a full, final appeal on the merits.

-9-
B. Whether the Circuit Court erred when it denied Signature’s motion to
compel the Litigation Appellees to arbitrate their claims of negligence
and/or reckless conduct, negligence per se, violation of KRS 216.515,
and breach of contract

At issue is whether the Circuit Court erred in denying Signature’s

motion to compel arbitration on the claims of negligence and/or reckless conduct,

negligence per se, violation of KRS 216.515, and breach of contract brought by the

Litigation Appellees. Signature argued that the arbitration agreements executed by

these appellees’ representatives were enforceable because: (1) three of the

Litigation Appellees (Cowan, Rowe, and Sharpe) were bound by their duly

authorized attorneys-in-fact and (2) that, regardless, all eight of the Litigation

Appellees were bound as third-party beneficiaries to the contracts between their

respective representative and Signature. We will first address the latter claim.

1. Error in the analysis of whether the Litigation Appellees were bound by the arbitration agreements as third-party beneficiaries

The third-party beneficiary doctrine is an exception to the general rule

that, “[o]rdinarily, the obligations arising out of a contract are due only to those

with whom it is made [, and] a contract cannot be enforced by a person who is not

a party to it or in privity with it[.]” Phoenix American Adm’rs, L.L.C. v. Lee, 670

S.W.3d 832, 838 (Ky. 2023) (quoting Presnell Constr. Managers, Inc. v. EH

Constr., L.L.C., 134 S.W.3d 575, 579 (Ky. 2004)). In its motion to compel, citing

Ping, 376 S.W.3d at 595-96, Signature argued that the arbitration agreements were

-10-
valid contracts made with the individual representatives that were nonetheless

binding on the Litigation Appellees as they were the intended third-party

beneficiaries.

Seemingly misapprehending the argument, Appellees responded by

denying that the representatives who signed the agreements were third-party

beneficiaries thereto, instead of addressing the Litigation Appellees, as the

facility’s residents who were receiving care, as Signature argued. The Circuit

Court then adopted Appellees’ reasoning, stating, “that the individual fiduciaries

and/or beneficiaries are not third-party beneficiaries to the subject arbitration

agreements as contemplated by that established contract doctrine.” On appeal,

both Signature and Appellees have renewed their respective arguments about

whether the third-party-beneficiary doctrine applies.

Because the order on appeal misapplies the third-party-beneficiary

doctrine, the Circuit Court committed a clear, reversible error of law. Accordingly,

we vacate this portion of the Circuit Court’s order. On remand, the Circuit Court

shall consider whether a valid contract existed between the Litigation Appellees’

representatives in their individual capacities and Signature and, if so, whether the

Litigation Appellees themselves were thereby bound as third-party beneficiaries.

-11-
2. The determination whether the representatives for Cowan and
Rowe were authorized to execute the arbitration agreements and
the conclusion that Sharpe’s representative did not have the
necessary authority

The party seeking to compel arbitration has the initial burden of

establishing the existence of a valid agreement to arbitrate. Ping, 376 S.W.3d at

590. Whether an agreement exists is governed by state law rules of contract

formation. Id. It is a fundamental principle of contract formation that “[t]o create

a valid, enforceable contract, there must be a voluntary, complete assent by the

parties having capacity to contract.” Conners v. Eble, 269 S.W.2d 716, 717-18

(Ky. 1954). An attorney-in-fact can bind its principal to an arbitration agreement if

granted that authority by the POA instrument. Cambridge Place Grp. v. Mundy,

617 S.W.3d 838, 840 (Ky. 2021).

In Ping, the Kentucky Supreme Court set forth the following guidance

on the construction of a POA:

The scope of [authority is] left to the principal to declare,
and generally that declaration must be express. [E]ven a
“comprehensive” durable power would not be understood
as implicitly authorizing all the decisions a guardian
might make on behalf of a ward. Rather, we have
indicated that an agent’s authority under a power of
attorney is to be construed with reference to the types of
transaction expressly authorized in the document and
subject always to the agent’s duty to act with the “utmost
good faith.” Wabner [v. Black, 7 S.W.3d 379, 381 (Ky.
1999)]. This is consistent with section 37 of the
Restatement (Second) of Agency, which provides that[:]

-12-
(1) Unless otherwise agreed, general expressions
used in authorizing an agent are limited in
application to acts done in connection with the act
or business to which the authority primarily
relates.

(2) The specific authorization of particular acts
tends to show that a more general authority is not
intended.

. . . “Unless otherwise agreed, authority to conduct a
transaction includes authority to do acts which are
incidental to it, usually accompany it, or are reasonably
necessary to accomplish it.” Restatement (Second) of
Agency § 35 (1958). [It is a] fundamental rule that a
written agreement generally will be construed “as a
whole, giving effect to all parts and every word in it if
possible.” City of Louisa v. Newland, 705 S.W.2d 916,
919 (Ky. 1986).

376 S.W.3d at 592.

The scope of a POA is a question of law that we review de novo. Id.

at 590. Applying these principles, we will address Signature’s arguments.

a.) The Cowan POA

Denesa McCann, Cowan’s attorney-in-fact, signed a mandatory

arbitration agreement upon Cowan’s admission to Signature’s facility. The Cowan

POA provides that Denesa McCann had the:

full power, right and authority for us [sic] and in my
name, place and stead, to take charge of and manage my
day to day business affairs, including selling,
transferring, encumbering, and conveying any and all of
my property, both real and personal, and to execute and
deliver any and all necessary and proper deeds, bills of

-13-
sale or other instruments of transfer, also, including
paying bills and collecting accounts receivable, including
suing for same, and including entry into any and all lock
boxes held by me; and our attorney-in-fact may endorse
checks made payable to me and obtain the proceeds
thereof for deposit to my savings account for my use and
benefit, as I myself, might do, as well as invest and
reinvest all property which I may have an interest in,
except only that under this Power of Attorney my agent,
and attorney-in-fact may not give away any of my
property, real or personal.

Signature argues that the italicized language (emphasis added) is the

type of broad grant of authority that the Kentucky Supreme Court has held includes

the execution of an arbitration agreement, citing in support Extendicare Homes,

Inc. v. Whisman, 478 S.W.3d 306 (Ky. 2015), reversed in part and vacated in part,

581 U.S. 246 (2017)4 (the Clark POA) and GGNSC Frankfort, L.L.C. v.

Richardson, 581 S.W.3d 590, 591-95 (Ky. App. 2019). Appellees disagree with

this construction. Instead, they assert that the POA is limited to Cowan’s business

affairs and argue that Wellner, supra, and Genesis Healthcare, L.L.C. v. Stevens,

544 S.W.3d 645, 651 (Ky. App. 2017), hold that authority thus limited does not

encompass a pre-dispute arbitration agreement.

4
Signature actually cited Kindred Nursing Centers Ltd. Partnership v. Wellner, 533 S.W.3d
189, 192 n.4 (Ky. 2017), wherein the Court offered an extremely brief summary of its analysis of
the Clark POA in Whisman. Because our analysis goes beyond the cursory summary, we have
cited Whisman.

-14-
We will begin our analysis with a review of the Clark and Richardson

POAs that Signature argue favorably compare with the Cowan POA and require

the conclusion that McCann’s execution of the arbitration agreement on Cowan’s

behalf was authorized.

The Clark POA began by endowing his attorney-in-fact with the “full

power for me and in my name, place, and stead, in her sole discretion, to transact,

handle, and dispose of all matters affecting me and/or my estate in any possible

way.” Whisman, 478 S.W.3d at 317. The POA further provided that, without

“limiting or derogating from this general power,” the attorney-in-fact was

authorized to take various, specified actions related to Clark’s property and

personal business and, finally, generally to “do and perform for me and in my

name all that I might do if present.” Id. at 317-18.

The Richardson POA set out “various decision-making powers

regarding her financial affairs, health care, and real and personal property.”

Richardson, 581 S.W.3d at 591. Additionally, in a separate paragraph in bold and

capitalized font, the POA provided that Richardson’s attorney-in-fact could

“generally do and perform for me all that I may do if acting in my own person.”

Id.

The sweeping grants of authority in Clark and Richardson are

distinguishable from the terms of the Cowan POA which, we agree with Appellees,

-15-
demonstrates a primary purpose of permitting McCann to manage Cowan’s

property and financial affairs. Therefore, to be authorized, the arbitration

agreement must be incidental or reasonably necessary to manage Cowan’s property

and financial affairs, and Kentucky Courts have repeatedly held that a pre-dispute

arbitration agreement waiving the principal’s constitutional rights does not fall

within this limited authority. See Ping, 376 S.W.3d at 592; Whisman, 478 S.W.3d

at 324-25; Wellner, 533 S.W.3d at 194. Neither we nor the Trial Courts are

permitted to discount this binding authority.

Based on the above, the Circuit Court correctly concluded that Cowan

was not compelled to arbitrate his claims based on McCann’s actions as his

attorney-in-fact. The Circuit Court will determine on remand whether Cowan was

nevertheless bound by the agreement as a third-party beneficiary.

b.) The Sharpe POA

Kathy Downey, Sharpe’s attorney-in-fact, signed an optional

arbitration agreement when Downey was admitted into Signature’s facility.

Sharpe’s POA provided Downey with:

full power for me and in my name and stead, to make any
contracts on personal property I may now or hereafter
own, to receive and receipt of any money which many
now or hereinafter be due me[;] to retain, make and sign
any and all checks, contracts or agreements; defend suits
concerning my property or rights, and generally do and
perform for me and in my name all that I might do if
present; and I hereby adopt and ratify all of the acts of

-16-
my said attorney, done in pursuance of the power granted
as fully as if I were present acting in my own proper
person, provided, however, that my said attorney is not to
bind me as surety, guarantor or endorser for
accommodation or give away any of my estate
whatsoever.

I further authorize my said Power of Attorney to sell any
real estate and/ or personal property that I may own and
to execute any all deeds or documents necessary to
transfer ownership thereof.

...

I hereby authorize my Power of Attorney to make all
decisions and sign any and all documents necessary to
enter me into any health facility or to do whatever is
necessary for the furtherance of my health and safety.

Relying on the italicized language, Signature similarly argues that the

POA was a broad grant of authority. Appellees maintain that the POA was limited

to property and finance matters and further argue that the prohibition against

giving away any of Sharpe’s estate precludes concluding that Downey had the

authority to execute this optional agreement.

We acknowledge that this issue is a closer call than the Cowan POA,

as the scope of the granted authority is not well-defined. On balance, we are

persuaded by Signature’s argument that the Sharpe POA is not limited to property

and financial issues. We find compelling the language of the POA that specifically

addresses contracts for Sharpe’s personal property interests and then separately

authorizes any and all contracts and agreements as well as the general right to do as

-17-
Sharpe herself would do. We are also unconvinced that the POA’s prohibition

against giving away Sharpe’s estate is relevant. A donation implies that Sharpe

receives no benefit; the arbitration agreement equally bound both parties to its

terms, and we decline to hold that arbitration is valueless. Accordingly, we reverse

the Circuit Court’s order denying Signature’s motion to compel arbitration and to

stay the proceedings as to Sharpe’s claims of negligence and/or reckless conduct,

negligence per se, violation of KRS 216.515, and breach of contract.5

c.) The Rowe POA:

An optional arbitration agreement was signed by Lisa Walkup on

March 9, 2020, presumably when Rowe was admitted to Signature’s facility. A

day later, Rowe executed a POA that authorized Walkup “to act in [Rowe’s]

capacity and on [her] behalf concerning all matters including but not limited to my

financial, personal, and medical affairs.”

Signature argued to the Circuit Court that Rowe had ratified Walkup’s

signing of the arbitration agreement on her behalf by executing the POA granting

5
Our holding has no applicability to the wrongful-death claim by Sharpe’s estate. In a footnote,
Signature suggested that Sharpe, via Downey, bound all statutory beneficiaries to arbitrate their
wrongful-death claims. Signature acknowledged that this proposition is contrary to the express
holding in Ping, 376 S.W.3d at 599, but asserted without support that federal preemption has
ensued, and the Court should otherwise reconsider the holding on public policy grounds. As to
preemption, it is not this Court’s function to craft a litigant’s arguments. See Hadley v. Citizen
Deposit Bank, 186 S.W.3d 754, 759 (Ky. App. 2005). We therefore decline to address
Signature’s wholly undeveloped claim. As for the request that we reconsider Ping’s
interpretation of law, “[t]he Court of Appeals is bound by and shall follow applicable precedents
established in the opinions of the Supreme Court[.]” Supreme Court Rule (“SCR”) 1.030(8)(a).

-18-
Walkup broad authority one day later. Additionally, Signature noted that neither

Rowe nor Walkup as her attorney-in-fact rescinded the arbitration agreement

within the 30 days permitted by the terms of the contract. Appellees disputed that

the agreement had been ratified as there was no evidence Rowe was even aware of

it, citing Kindred Nursing Centers Ltd. Partnership v. Brown, 411 S.W.3d 242, 250

(Ky. App. 2011). The Circuit Court agreed and denied Signature’s motion to

compel arbitration. On appeal, Signature has reiterated the argument it made to the

Circuit Court, citing no authority in support of its position that ratification

occurred.

“[A] principal who was not a party to an agreement may become

bound by its terms if it later adopts and affirms the agreement and the agent

initially entered the agreement on behalf of the principal.” Britt v. Univ. of

Louisville, 628 S.W.3d 1, 6 (Ky. 2021). “[R]atification is, in effect, the after the

fact approval of conduct[.]” Saint Joseph Healthcare, Inc. v. Thomas, 487 S.W.3d

864, 874 (Ky. 2016) (quoting University Med. Ctr., Inc. v. Beglin, 375 S.W.3d 783,

794 (Ky. 2011)). A principal may ratify an unauthorized act of an agent expressly

by written or spoken word or impliedly from his or her acts and conduct

constituting assent to the act in question. Id. Ratification must be proven, and

Signature, as the party alleging it applies, bears the burden of proof. See Britt, 628

S.W.3d at 6.

-19-
There is no allegation of express ratification, and we conclude that

Signature has failed to establish that Rowe impliedly ratified the arbitration

agreement. Though Rowe subsequently granted Walkup authority broad enough to

permit executing the arbitration agreement, and Rowe did not rescind the contract,

neither fact implies her assent to Walkup’s action because there is no claim that

Rowe even knew of the wholly optional agreement. Finally, Walkup’s actions are

immaterial because ratification may only be implied from the acts of the principal.

For these reasons, the Circuit Court did not err in denying Signature’s motion to

compel arbitration based on Walkup’s alleged authority as Rowe’s attorney-in-fact.

On remand, the Circuit Court will determine whether Rowe was nevertheless

bound to the arbitration agreement as a third-party beneficiary.

1. The denial of Signature’s motion to compel arbitration on the wrongful-death claims of those representatives that Signature asserts signed the arbitration agreement in their individual capacities

Signature argues that the Circuit Court erred in failing to compel

arbitration on the wrongful-death claims of the representatives who signed the

arbitration agreements for Cowan, Rowe, Rodgers, Harrison, McGaha, and Sharpe

because the arbitration agreements bound the signatories, who were all

representatives of the respective Appellees, in their individual capacities.

Signature, however, has not referred this Court to the location in the record that it

ever asserted that the signatories to the arbitration agreements are in fact the

-20-
wrongful-death beneficiaries of Appellees. It is not the function of this Court to

scour the record in support Signature’s undeveloped argument. Dennis v.

Fulkerson, 343 S.W.3d 633, 637 (Ky. App. 2011). Accordingly, Signature has

failed to state any argument that would support reversing the Circuit Court’s order

denying its motion to compel arbitration on these claims, and we therefore affirm

to that limited extent.

1. Stay on the Litigation Appellees’ claims

Signature argues that a complete stay on the judicial proceedings is

mandatory if any claims in the action are subject to arbitration, and the Circuit

Court therefore erred in denying its motion for a stay as to the Litigation

Appellees’ claims. Signature cites in support KRS 417.060(4) and Section 3 of the

Federal Arbitration Act (“FAA”), 9 U.S.C.6 § 1-16.7 We begin with a review of

the former.

KRS 417.060(4) states:

Any action or proceeding involving an issue subject to
arbitration shall be stayed if an order for arbitration or an
application therefor has been made under this section; or
if the issue is severable, the stay may be with respect
thereto only. When the application is made in such

6
United States Code.
7
The Kentucky Supreme Court has held that the FAA, which applies to arbitration provisions in
contracts evidencing a transaction involving interstate commerce, “almost certainly applies” to
the arbitration agreements like those at issue herein. Ping, 376 S.W.3d at 589.

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action or proceeding, the order for arbitration shall
include such stay.

Because the statute specifically provides that a stay may be limited to

arbitrable issues capable of being severed, it does not support Signature’s position

that a complete stay on all claims is mandatory. Signature has cited no authority

that has held otherwise.

Section 3 of the FAA provides:

If any suit or proceeding be brought in any of the courts
of the United States upon any issue referable to
arbitration under an agreement in writing for such
arbitration, the court in which such suit is pending, upon
being satisfied that the issue involved in such suit or
proceeding is referable to arbitration under such an
agreement, shall on application of one of the parties stay
the trial of the action until such arbitration has been had
in accordance with the terms of the agreement, providing
the applicant for the stay is not in default in proceeding
with such arbitration.

However, and as Signature notes in its brief, federal law has not interpreted the

statute as requiring a complete stay when there are both arbitrable and non-

arbitrable claims. In Moses H. Cone Memorial Hospital v. Mercury Constr. Corp.,

460 U.S. 1, 20 n.23, 103 S. Ct. 927, 939, 74 L. Ed. 2d 765 (1983), the United State

Supreme Court stated that “[i]n some cases, of course, it may be advisable to stay

litigation among the non-arbitrating parties pending the outcome of the arbitration.

That decision is one left to the [Trial Court] as a matter of its discretion to control

its docket.” See also Mendez v. Puerto Rican Int’l Cos., 553 F.3d 709 (3d Cir.

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2009). Thus, Signature’s claim that the Circuit Court failed a duty to grant a stay

is without merit.

As to whether the Circuit Court acted within its discretion in denying

the complete stay, the issue is not properly before us on this limited, interlocutory

appeal. Relevantly, KRS 417.220 provides that an immediate appeal may be taken

from an order denying an application to compel arbitration, but it does not identify

an order denying a stay of litigation. We have reviewed Signature’s claim insofar

as it argued that the order pursuant to KRS 417.060 compelling arbitration on some

of Appellees’ claims was required to stay the entire proceedings before the Circuit

Court and found it to be without merit. To go further would exceed the scope of

our limited review. Therefore, the Circuit Court did not commit a reversible error

by declining to order a complete stay of the judicial proceedings, and we affirm.

III. Conclusion

For the foregoing reasons, the Adair Circuit Court’s order is

AFFIRMED IN PART as to its denial of Signature’s motion to compel arbitration

on the wrongful-death claims brought by the estates of Cowan, Harrison, McGaha,

Rodgers, Sharpe, and Rowe and the denial of Signature’s motion for a complete

stay of the proceedings. The Circuit Court’s order is REVERSED IN PART as to

the denial of Signature’s motion to compel arbitration on the negligence and/or

reckless conduct, negligence per se, violation of KRS 216.515, and breach of

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contract claims regarding Sharpe. On remand, the Circuit Court shall enter an

order compelling Sharpe to arbitrate these claims and addressing the request for a

stay of the proceedings. Finally, the Circuit Court’s order is VACATED IN PART

to the extent that it denies Signature’s motion to compel arbitration on the

negligence and/or reckless conduct, negligence per se, violation of KRS 216.515,

and breach of contract claims of Cowan, Melson, Harrison, McGaha, Rodgers,

Rowe, and Harmon. On REMAND the Circuit Court should consider anew

whether these Appellees were bound to the arbitration agreements as third-party

beneficiaries.

ALL CONCUR.

BRIEFS FOR APPELLANTS: BRIEF FOR APPELLEES:

John David Dyche John A. Bahe
Louisville, Kentucky Patrick E. Markey
Louisville Kentucky
John C. Miller
John B. Jessie Derrick G. Helm
Campbellsville, Kentucky Jamestown, Kentucky

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