RENDERED: APRIL 19, 2024; 10:00 A.M.

TO BE PUBLISHED

Commonwealth of Kentucky

Court of Appeals

NO. 2023-CA-0099-MR

LP LOUISVILLE LYNN WAY, LLC 

D/B/A SIGNATURE HEALTHCARE 

AT JEFFERSON MANOR REHAB & 

WELLNESS CENTER; AMY BROWN, 

NAMED IN HER CAPACITY AS 

ADMINISTRATOR OF SIGNATURE 

HEALTHCARE AT JEFFERSON 

MANOR REHAB AND WELLNESS; 

ASBR HOLDINGS, LLC; JJLA, LLC; 

LAS PALMAS SNF, LLC; LP 

MANAGER, LLC; LPMM, INC.; 

LPSNF, LLC; SHC KY HOLDINGS, 

LLC; SHC LP HOLDINGS, LLC; 

SIGNATURE HEALTHCARE 

CLINICAL CONSULTING 

SERVICES, LLC; SIGNATURE 

HEALTHCARE CONSULTING 

SERVICES, LLC; SIGNATURE 

HEALTHCARE, LLC; AND 

STAKEHOLDER PAYROLL 

SERVICES, LLC APPELLANTS 

v. 

APPEAL FROM JEFFERSON CIRCUIT COURT

HONORABLE A. C. MCKAY CHAUVIN, JUDGE

ACTION NO. 22-CI-001542

ALBERT RAY WOFORD, AS THE 

EXECUTOR OF THE ESTATE OF 
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BETTY ANN WOFORD; IRA 

SMEDRA; JACOB WINTNER; NEW 

JEFFERSON MANOR REALTY, LLC; 

THE ARBA GROUP, INC.; AND 

WHEATEN, LLC APPELLEES 

OPINION

AFFIRMING IN PART, 

REVERSING IN PART, 

AND REMANDING

**   **  **

BEFORE: ACREE, KAREM, AND LAMBERT, JUDGES.

LAMBERT, JUDGE: Appellants, collectively referred to as “Signature” herein, 

appeal from the Jefferson Circuit Court’s December 28, 2022, order denying their 

motion to compel arbitration and stay the proceedings. After careful review of the 

briefs, record, and law, we affirm in part, reverse in part, and remand for additional 

proceedings. 

BACKGROUND FACTS AND PROCEDURAL HISTORY

On February 20, 2008, Betty Woford executed a power of attorney 

(“POA”), naming her son Albert Ray Woford as her attorney-in-fact. Betty’s POA 

states as follows: 

I, Betty A. Woford, . . . hereby nominate, constitute and 

appoint Albert R. Woford . . . my attorney[]-in-fact, with 

full power for me and in my name and stead, to make 

contracts, leases, sell or convey any real estate or 

personal property that I may now or hereafter own, to 

receive and receipt for any money which may now or 
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hereafter be due to me, to retain and release all liens on 

real or personal property, to draw, make and reinvest my 

money for me, to institute or defend suits concerning my 

property or rights and generally to do and perform for me 

in my name all that I might do if present.

On April 20, 2021, Betty was admitted as a resident to Signature 

Healthcare at Jefferson Manor Rehab & Wellness Center. The following day, after 

initialing a statement that Betty had “signed a written document allowing [him] to 

make decisions for [her] (e.g., POA, health care surrogate, living will)” and that a 

copy was provided to the facility, Albert signed a voluntary “AGREEMENT TO 

INFORMALLY RESOLVE AND ARBITRATE ALL DISPUTES.” The signature

line was entitled “Resident’s Authorized Representative/ Individual* Signature,” 

and, directly below, “*Representative understands and agrees s/he is signing in 

both representative and individual capacities and that this agreement binds 

Representative, as well as Resident.” 

On March 30, 2022, Albert, as the executor of Betty’s estate, initiated 

the underlying suit against Signature alleging wrongful death and multiple claims 

of negligence. Importantly, while Kentucky Revised Statutes (“KRS”) 411.130 

mandates that wrongful death claims shall be filed by the personal representative 

of the deceased, the deceased’s beneficiaries are the real parties in interest. Ping v. 

Beverly Enters., Inc., 376 S.W.3d 581, 597-600 (Ky. 2012). 
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Signature moved the court to stay the proceedings and compel 

arbitration on the estate’s negligence claims, Albert’s individual wrongful death 

claim as Betty’s beneficiary, and, arguing for a modification of current Kentucky 

law, any other beneficiaries’1 wrongful death claims. In support of the motion, 

Signature attached copies of the signed arbitration agreement and Betty’s POA. 

Albert opposed the motion, arguing that no valid arbitration agreement existed 

because he lacked the authority to bind Betty or other unvested wrongful death 

beneficiaries. Albert did acknowledge, however, that he “may have had the 

ability” to bind his own claim. 

Finding that Betty’s POA did not authorize Albert to make health care 

decisions and that the arbitration agreement was not compulsory for her admission 

to Signature’s facility, the court concluded that Albert “did not have the requisite 

authority under the POA to waive, where there was no reasonable necessity to do 

so, his mother’s right of access to the courts.” The court accordingly denied

Signature’s motion to compel arbitration. The order did not address whether 

Albert’s individual claim was subject to arbitration. This appeal followed. 

STANDARD OF REVIEW

Pursuant to the Kentucky Uniform Arbitration Act (“KUAA”), KRS 

417.050 et seq., and the Federal Arbitration Act (“FAA”), 9 United States Code 

1

 Excepting Albert, the record contains no information concerning Betty’s possible beneficiaries. 
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(“U.S.C.”) §§ 1 et seq., a valid pre-dispute agreement between parties to submit to 

arbitration is enforceable as written. An order denying arbitration is immediately 

appealable. KRS 417.220(1). We review a court’s decision on arbitration, 

“according to usual appellate standards. [KRS 417.220(2).] That is, we defer to 

the trial court’s factual findings, upsetting them only if clearly erroneous or if 

unsupported by substantial evidence, but we review without deference the trial 

court’s identification and application of legal principles.” Conseco Fin. Servicing

Corp. v. Wilder, 47 S.W.3d 335, 340 (Ky. App. 2001). 

ANALYSIS

We begin with the question of whether Betty was bound by the 

arbitration agreement Albert signed. As a preliminary issue, Albert asserts that, 

regardless of the fact that he was Betty’s attorney-in-fact, he did not sign the 

arbitration agreement in that capacity and, therefore, Betty was not a party to the 

contract. Albert asserts that Kindred Nursing Centers Limited Partnership v. 

Butler, No. 2013-CA-000880-MR, 2014 WL 3722083 (Ky. App. Jul. 25, 2014),

2

presenting analogous facts, supports his claim. Signature disputes Albert’s 

2

 Citation to unpublished opinions is permitted by Kentucky Rule of Appellate Procedure 41 as 

persuasive authority if “there is no published opinion of the Supreme Court or the Court of 

Appeals that would adequately address the point of law argued by the party[.]” Because this 

Court in Cambridge Place Group, LLC v. Mundy, 617 S.W.3d 838, 841 (Ky. App. 2021), 

adopted the analysis of Butler under analogous facts, Albert’s citation to Butler is contrary to the 

rules. However, as the result is the same, we have addressed the merits of his claim. 
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characterization of his signing capacity and argues that Butler is neither relevant 

nor controlling. We agree with Signature. 

In Butler, the issue was whether an agreement to arbitrate signed by 

the principal’s attorney-in-fact was valid when he affirmatively avowed therein 

that he was signing as Butler’s son, a capacity that does not encompass the 

necessary authority. Id. at *4-5. A panel of this Court affirmed the holding that no 

valid arbitration agreement existed, reasoning that, absent an indication of the 

capacity under which a signature was executed, the parties were bound by the 

capacity in which the agreement was signed. Id. at *5-6 (see also Mundy, 617 

S.W.3d at 841).

The facts in the present case are distinguishable from Butler and 

Mundy, as the agreement herein dictated in clear and express terms that Albert was

signing in both representative and individual capacities and he made no affirmative 

statement otherwise. Additionally, faced with an identical signature line, the 

Supreme Court of Kentucky has addressed the converse argument, that the signee 

was acting solely in his representative capacity, and decided that the signatory,

having reasonable notice of the terms of the contract, had likewise assented to 

arbitration in his individual capacity. LP Louisville E., LLC v. Patton, 651 S.W.3d 

759, 774-75 (Ky. 2020). Consequently, we conclude that Albert’s argument that 

he did not sign the arbitration agreement as Betty’s representative is without merit. 
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We turn now to the primary issue on appeal, which is whether the 

court properly concluded that no valid arbitration agreement existed. The parties 

dispute which of them bore the burden of proof. As the party seeking to compel 

arbitration, Signature concedes it had the initial burden of establishing a valid 

agreement. Ping, 376 S.W.3d at 590. However, citing Louisville Peterbilt, Inc. v. 

Cox, Signature argues that the submission of the agreement signed by Albert and 

Betty’s POA authorizing him to act on her behalf satisfied its obligation and that

the burden had therefore shifted to Albert for rebuttal. 132 S.W.3d 850, 857 (Ky. 

2004). Albert, however, maintains that Signature was required to prove he had 

actual authority to execute the agreement. 

Both the KUAA and the FAA require that the existence of a valid 

arbitration agreement must be established before arbitration can be compelled. 

Ping, 376 S.W.3d at 590. “[T]he existence of the agreement depends on state law 

rules of contract formation.” Id. For a contract to be valid and enforceable, there 

must be voluntary and complete assent by parties having the capacity to contract. 

Extendicare Homes, Inc. v. Whisman, 478 S.W.3d 306, 321 (Ky. 2015), rev’d in 

part, vacated in part by Kindred Nursing Ctrs. Ltd. P’ship v. Clark, 581 U.S. 246, 

137 S. Ct. 1421, 197 L. Ed. 2d 806 (2017). An attorney-in-fact can assent on the 

principal’s behalf only if the POA instrument confers the authority to do so. Id. 
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Because legally effective assent is required for the arbitration agreement to be 

valid, we agree with Albert that Signature bore the burden of proof. 

Regarding the court’s determination that Betty’s POA did not 

authorize Albert to execute the arbitration agreement, Signature contends that the 

court misapplied the holding in Ping and reached an erroneous conclusion. We 

agree; however, as we are permitted to affirm for any reason in the record, Fischer 

v. Fischer, 348 S.W.3d 582, 591-92 (Ky. 2011), abrogated on other grounds by 

Nami Res. Co., L.L.C. v. Asher Land & Min., Ltd., 554 S.W.3d 323 (Ky. 2018), we 

shall consider the merits of the parties’ arguments. 

Signature asserts that the provisions of Betty’s POA granting Albert, 

as her attorney-in-fact, the unqualified authority to specifically “make contracts”

and “institute or defend suits concerning [her] property or rights[,]” as well as the 

universal grant of authority to “generally do and perform . . . all that [she] might do 

if present[,]” necessarily includes the power to execute the arbitration agreement. 

Albert disputes this broad interpretation of his authority and argues that the circuit 

court should be affirmed. 

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. In Rice

[v. Floyd, 768 S.W.2d 57, 59 (Ky. 1989)], this Court 

explained that even a “comprehensive” durable power 
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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[:]

(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. Applying these principles, we will address Signature’s 

arguments. 

First, because the POA identifies specific acts, we must reject 

Signature’s contention that Albert had unfettered authority to “generally do and 

perform” as Betty herself could since it would render those provisions 
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meaningless. Instead, we read this general expression of authority as well as 

Albert’s ability to “make contracts” in the context of the type of transactions or 

business to which the POA primarily relates. A review of the terms of Betty’s 

POA demonstrates a primary purpose of permitting Albert to manage her property 

and her financial affairs. Therefore, to be authorized, the arbitration agreement 

must be incidental or reasonably necessary to accomplish those purposes, and 

Kentucky courts have repeatedly held that a pre-dispute arbitration agreement 

waiving the principal’s constitutional rights does not fall within this authority. Id.; 

Whisman, 478 S.W.3d at 324-25; Kindred Nursing Ctrs. Ltd. P’ship v. Wellner, 

533 S.W.3d 189, 194 (Ky. 2017). 

Finally, directly refuting Signature’s argument, our Supreme Court 

has held that a pre-dispute arbitration contract is beyond the remit of a provision 

authorizing an attorney-in-fact to institute or defend suits concerning the 

principal’s property or rights. Whisman, 478 S.W.3d at 322-24; see also Wellner, 

533 S.W.3d at 193. The Court explained in Whisman that, “[i]nstituting ‘suits 

concerning my property rights’ is not practically or conceptually similar in any 

way to making an agreement that future claims will be taken to arbitration[,]” that 

the term “suits” denotes an action in a court of law which “arbitration by its very 

purpose and design . . . is the antithesis of[,]” and that the agreement “was not 

‘incidental’ to or ‘reasonably necessary’ to the institution or defense of a ‘suit’
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concerning [the principal’s] property rights.” 478 S.W.3d at 323-24. Accordingly, 

the court was correct that Albert was not authorized to execute the arbitration 

agreement as Betty’s representative. 

In reaching our conclusion, we have considered Signature’s argument 

that reliance on Whisman and Ping is misplaced given more recent decisions. 

Whisman was one of three actions that the Supreme Court of Kentucky

consolidated into a single opinion addressing an attorney-in-fact’s authority to 

execute a pre-dispute arbitration agreement.3 In all three cases, the Court

concluded that the agreement was unauthorized by the relevant POA. Whisman 

became final, but the Appellants in the remaining two actions, Kindred Nursing 

Centers Ltd. Partnership v. Clark, No. 2013-SC-000426-I (Clark 1), and Kindred 

Nursing Centers Ltd. Partnership v. Wellner, No. 2013-SC-000431-I (Wellner 1), 

sought a writ and were granted certiorari. Kindred Nursing Ctrs. Ltd. P’ship v. 

Clark, 581 U.S. 246, 137 S. Ct. 1421. 

On review, the United States Supreme Court concluded that 

Kentucky’s adoption of the clear statement rule, requiring that the authority to 

execute a pre-dispute arbitration agreement must be expressly stated in a POA, 

impinged upon the supremacy of the FAA. Id. As the ruling in Clark 1 turned 

exclusively on the clear statement rule, it was reversed. Id. Wellner 1 also applied 

3 No. 2013-SC-000426-I.
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the ill-fated rule, but the case was additionally decided on alternative grounds that 

the POA was not sufficiently broad to authorize the arbitration agreement. Id. at

256, 256 S. Ct. at 1429. The United States Supreme Court held that, “[i]f that 

interpretation of the document is wholly independent of the court’s clear-statement 

rule, then nothing we have said disturbs it[,]” and the case was remanded for the 

Supreme Court of Kentucky to make this determination. Id. On remand, citing 

favorably its analysis of the Whisman POA, the Court reaffirmed its conclusion

that the Wellner POA did not authorize the pre-dispute arbitration agreement. 

Wellner, 533 S.W.3d at 194. Hence, the holdings of Whisman on which we have 

relied remain good law. 

Regarding Ping, Signature asserts that a panel of this Court in L.P. 

Pikeville, LLC v. Smith, No. 2017-CA-000807-MR, 2018 WL 1980752 (Ky. App. 

Apr. 27, 2018), “held that Ping was not controlling and rejected the contention that 

the [POA] was limited to decisions about finances and property[.]” Contrary to 

what Signature implies, Smith did not hold that Ping articulated an incorrect

statement of the law; rather, Smith involved readily distinguishable facts that 

justified reaching a contrary result. Id. at *6-7. Ping has not been overturned, and

the Supreme Court of Kentucky has continued to cite it as authoritative. See

Patton, 651 S.W.3d at 768-71. 

As to whether Betty’s beneficiaries are compelled to arbitrate, having
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determined that Albert was not authorized to execute the agreement on Betty’s 

behalf, it necessarily follows that he was likewise unable to bind her beneficiaries, 

and Signature’s arguments pertaining thereto are moot. Thus, we affirm the 

court’s denial of Signature’s motion to compel arbitration on the claims brought on 

behalf of Betty and her unnamed beneficiaries. 

However, given Albert’s admission that he executed the arbitration 

agreement in a non-representative capacity, we must reverse the order as it pertains 

to his wrongful death claim. Although the parties have briefed whether the court 

proceedings should be stayed pending arbitration on Albert’s individual claim, we

remand this determination to the circuit court. 

CONCLUSION

For the foregoing reasons, the order of the Jefferson Circuit Court is 

affirmed in part, reversed in part, and remanded for further proceedings consistent 

with this Opinion. 

ALL CONCUR.

BRIEFS FOR APPELLANTS:

Kif H. Skidmore

Benjamin M. Fiechter

Lexington, Kentucky 

BRIEF FOR APPELLEE ALBERT 

RAY WOFORD, AS THE 

EXECUTOR OF THE ESTATE OF 

BETTY ANN WOFORD:

Lisa E. Circeo

Richard E. Circeo

Lexington, Kentucky