SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-2223-20

VINCENT STEVEN ONDROF,

through LAURIE ADAMSKI,

power of attorney,

Plaintiff-Respondent,

v.

CSL SUMMIT, LLC, d/b/a SPRING

MEADOWS SUMMIT, CAPITAL

SENIOR LIVING PROPERTIES,

INC.,

1 WELLTOWER NNN 

GROUP, LLC, CSL SM SUMMIT,

LLC, CAPITAL SPRING 

MEADOWS, LLC,2and CAPITAL 

SENIOR LIVING CORPORATION,3

Defendants-Appellants.

______________________________

Argued September 21, 2021 – Decided November 15, 2021

Before Judges Fisher and DeAlmeida.

1

Improperly pleaded as "Living Properties Capital Senior."

2

Improperly pleaded as "Meadows LLC Capital Spring."

3

Improperly pleaded as "Living Corp. Capital Senior."

NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

This opinion shall not "constitute precedent or be binding upon any court." Although it is posted on the 

internet, this opinion is binding only on the parties in the case and its use in other cases is limited. R. 1:36-3.
2

A-2223-20

On appeal from the Superior Court of New Jersey, Law 

Division, Union County, Docket No L-2063-19.

Michael R. Ricciardulli argued the cause for appellants 

(Ruprecht, Hart, Ricciardulli & Sherman, LLP, 

attorneys; Michael R. Ricciardulli, of counsel and on 

the briefs; Brion D. McGlinn, on the briefs).

Jonathan F. Lauri argued the cause for respondent 

(Stark & Stark, PC, attorneys; Jonathan F. Lauri, of 

counsel and on the brief).

PER CURIAM

Plaintiff Vincent Steven Ondrof commenced this action, alleging 

defendants (hereafter "Spring Meadows"), a Summit assisted living facility in 

which he resides, provided negligent care and caused him personal injuries.4

Spring Meadows claims the existence of an enforceable arbitration agreement,

alluding to such provisions among the many documents Ondrof either signed or 

which were signed on his behalf, even though the inclusion of an arbitration 

agreement in such a contract violates New Jersey law. See N.J.S.A. 30:13-8.1 

(declaring that "[a]ny provision or clause waiving or limiting the right to sue for 

negligence or malpractice in any admission agreement or contract between a 

4 Ondrof alleges all the named defendants are the owners and operators of an 

assisted living facility on Springfield Avenue in Summit in which he resided and 

was allegedly negligently cared for. We need not attempt to ascertain which one 

or more than one of these defendants is the owner and operator and only, for 

convenience sake, do we refer to defendants collectively as Spring Meadows.
3

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patient and . . . [an] assisted living facility . . . is hereby declared to be void as 

against public policy and wholly unenforceable").

5 Spring Meadows was unable 

to convince the trial judge to stay the action and compel arbitration, and now 

appeals, as of right, arguing the trial judge erroneously: (1) "relied on the 

absence of a power of attorney" in concluding Ondrof's daughter – Laurie 

Adamski – did not have authority to bind him to the clauses that called for the 

waiver of a jury trial and mandatory arbitration; (2) failed to apply equitable 

doctrines that would preclude Ondrof from claiming the arbitration agreement 

is unenforceable; and (3) failed to recognize that Ondrof's "signature to the 

5 We are mindful that when a party seeks to compel arbitration, the Federal 

Arbitration Act (FAA), 9 U.S.C.A. §§ 1-16, when applicable, negates the 

significance of N.J.S.A. 30:13-8.1. That is, when the FAA applies to an 

arbitration agreement – and we assume only for the moment that it applies here 

despite the lack of an obvious federal interest – a contrary state policy against 

enforcement of an arbitration agreement in the context of a nursing home or 

assisted living facility will have no effect. See Marmet Health Care Ctr., Inc. v. 

Brown, 565 U.S. 530, 533 (2012); Kleine v. Emeritus at Emerson, 445 N.J. 

Super. 545, 547 (App. Div. 2016); Estate of Ruszala v. Brookdale Living 

Cmtys., Inc., 415 N.J. Super. 272, 292-93 (App. Div. 2010). But, contrary to 

Spring Meadows' responses to our inquiries during oral argument, the FAA did 

not remove N.J.S.A. 30:13-8.1 from our statutory law. And the FAA has not 

been shown to have altered our lawmakers' hostile view toward agreements like 

this. It only makes New Jersey's policy ineffectual when considering whether to 

enforce an arbitration agreement governed by the FAA. Facilities, like Spring 

Meadows, that fall within the ambit of N.J.S.A. 30:13-8.1, remain bound to its 

prohibition and we would think they run the risk of other ramifications when 

violating New Jersey law by extracting such agreements from their clients. See

Kleine, 445 N.J. Super. at 548 n.5.
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agreement was binding upon him, separate and apart from . . . Adamski's 

signature." Because we find from the record a genuine factual dispute 

surrounding the formation and content of the parties' contractual undertaking, 

we vacate the order denying Spring Meadows' motion and remand for an 

evidentiary hearing to determine the enforceability of the agreement on which 

Spring Meadows relies.

I

To explain, we start with (a) a brief recitation of some undisputed, relevant 

facts, and then describe (b) the contract documents in question and what was 

and wasn't executed by the parties, as well as (c) a description of the parties' 

factual disputes about contract formation, and lastly provide (d) a brief 

description of the trial judge's holding.

A

Ondrof was seventy-six years old in 2016 when he fell and sustained 

injuries in his home.

While Ondrof was recovering in a rehabilitation center, his daughter, 

Adamski, explored alternative future living arrangements on her father's behalf 

and, in that regard, met with Donna Brito, Spring Meadows' executive director.
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B

At some point, Brito presented Adamski with contract documents, 

including those labeled: "responsible party agreement," "residence and service 

agreement," "binding arbitration agreement," and "resident signature page," 

among others. The entire collection of documents consisted of forty-seven

pages.

The "responsible party agreement" declares, among other things, that:

• Spring Meadows "prefers" that the resident 

appoint a power of attorney to serve as the 

responsible party to handle the resident's funds, 

execute documents and participate in care 

decisions;

• by signing the "Residence and Service 

Agreement and/or this Responsible Party 

Agreement," the responsible party 

"acknowledges" that he or she "has been 

authorized" by the resident, "or designated by 

law, to enter into and bind" the resident to the 

residence and service agreement;

• the responsible party "acknowledges and agrees 

that [he or she] is executing the Residence and 

Service Agreement (including the Binding 

Arbitration Agreement) and Responsible Party 

Agreement in individual and representative 

capacities"; and
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• by executing, the signer "understands and 

acknowledges" that Spring Meadows is "relying 

upon the above warranties, representations, and 

agreements in admitting" the resident, and if the 

warranties and representations "are not true, or if 

the above agreements are not complied with," 

Spring Meadows "will have detrimentally relied 

upon them and . . . will suffer financial harm and 

loss."

This "responsible party agreement" is undated. It is signed by Adamski and 

Brito. Ondrof's signature does not appear on this document.

The "binding arbitration agreement" is five pages long. Above its title6is 

the phrase "Attachment I,"

7

suggesting it may have been intended to be part of 

something else to which it would eventually be appended. In large letters this 

document instructs that it should be read "carefully" and recommends the 

signing party "consult with an attorney, family, and/or friends before choosing 

to sign." In broad language, the document expresses that, by signing, the parties 

agreed to arbitrate "any action, dispute, claim or controversy of any kind . . . 

arising out of the provision of goods, services or items provided under the terms 

6 We assume the title "binding arbitration agreement" was intended to convey 

that, by signing, the parties agreed to "binding arbitration," not that their 

arbitration agreement is "binding."

7 To be clear, this attachment designation is not Roman numeral I but the letter 

I, as revealed by the fact that the responsible party agreement is designated 

attachment G.
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of this or any other agreement between the [p]arties, or any other dispute 

involving acts or omissions that cause damage or injury to either [p]arty. . . ." 

Also in large print, the document states that, by signing, the parties:

ARE GIVING UP AND WAIVING THEIR 

CONSTITUTIONAL RIGHT TO HAVE ANY CLAIM 

OR DISPUTE DECIDED IN A COURT OF LAW OR 

EQUITY BEFORE A JUDGE AND/OR JURY.

Adamski and Brito signed this document and dated it October 6, 2016, even 

though they dispute the date it was signed. Ondrof's signature does not appear

on this five-page document.

The text of the "resident signature page" states that "[t]he undersigned 

each acknowledge that he/she has received the Residence and Service 

Agreement and all Attachments and each understands and voluntarily agrees to 

all of the terms contained herein." This is the only document containing Ondrof's 

signature.

Adamski signed the "resident signature page" as the "resident's 

responsible party"; in that location, the document anticipates the signer's 

checking of one of a number of boxes labeled: "Guardian/Conservator," "Power 

of Attorney/Health Care Agent," "Spouse," and "Other." Adamski checked 

"[o]ther" and wrote the word "daughter" alongside. Brito signed for Spring 

Meadows as its "authorized agent"; in the box containing her signature is an 
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unchecked box which states: "Resident or Responsible Party must also sign 

Attachment I (Binding Arbitration Agreement)." The document states that 

Ondrof and Adamski signed this page on October 2, 2016, and Brito signed on 

October 16, 2016.

Because Ondrof did not sign the arbitration agreement, because the parties 

present colorable arguments about the scope of Ondrof's signature on the 

"resident signature page," and because the parties dispute Adamski's authority 

to bind Ondrof when she signed the other documents, including the arbitration 

agreement, we must consider the parties' factual contentions to first determine 

whether Ondrof should be bound to the arbitration agreement. After careful 

examination of the record, we are satisfied there are numerous genuine disputes 

of material facts that preclude a disposition of these issues. To explain, we 

examine the parties' competing allegations about the execution of the 

documents.

C

Plaintiff's version. According to Adamski, after touring the facility, Brito 

presented her with the "assisted living community" form and the "resident 

signature page" with the comment that the latter would have to be executed 

before Ondrof could be admitted; Brito did not advise that this "resident 
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A-2223-20

signature page" was part of a larger agreement. Adamski later presented the 

"assisted living community" form and the "resident signature page" to her father; 

they both signed it and Adamski returned these documents to Spring Meadows.

On October 6, 2016, Brito advised Adamski that she needed to sign 

additional paperwork before Ondrof could be admitted. The next day, Brito 

presented Adamski with the "residence and service agreement" and its 

attachments, which – at this point – included the "responsible party agreement" 

and the "binding arbitration agreement," all of which contained tabs at the places 

where a signature was required. Adamski claims Brito never explained the 

contents of these documents, some of which, including the "binding arbitration 

agreement," had not been previously provided. Adamski signed her own name 

where indicated; Ondrof signed none of these. Relying on these facts, Ondrof 

argues he never agreed to arbitrate.

On whether her signature could bind Ondrof, Adamski asserted that Brito 

was well aware that she then did not possess a power of attorney for her father. 

Indeed, according to Adamski, Brito had recommended Adamski thereafter 

obtain a power of attorney, which Adamski obtained, but not until three months 

had passed.
10 A-2223-20

Spring Meadows' version. Spring Meadows disputes the facts urged by 

Ondrof. Spring Meadows claims both Ondrof and Adamski were present during 

the initial meeting with Brito in early October 2016. At that time, according to 

Brito, she gave them both a blank copy of the "residence and service agreement,"

with all the other documents appended, so they could review the entire contract 

before signing. Brito claims both Ondrof and Adamski later returned to sign and 

that Adamski advised she held Ondrof's power of attorney.8 Brito claims to have 

explained the contractual documents and answered Ondrof's and Adamski's 

questions. She claimed she did not seek or obtain Ondrof's signature on all the 

documents because Ondrof told Adamski, in their presence, that Adamski could 

sign for him. Spring Meadows offered no explanation why – if Ondrof then and 

there authorized Adamski to sign for him – he would have then signed the 

"resident signature page" or why Ondrof's signature did not bear the date of this 

alleged meeting.

D

8 Brito acknowledged that she did not receive the power of attorney from 

Adamski until January 2017. She claimed that she did not sufficiently review in 

January 2017 the power of attorney and, thus, did not learn that Adamski did not 

hold a power of attorney during the earlier October events.
11 A-2223-20

We discern from his opinion that the linchpin to the judge's refusal to 

enforce the arbitration agreement in light of these conflicting factual allegations 

was a combination of the absence of Ondrof's signature on that particular 

document, Ondrof's undisputed competence to execute agreements, and the 

absence of a power of attorney in favor of Adamski at that point in time. In the 

last respect, the judge alluded to and relied on N.J.A.C. 8:36-4.1(a)(18), which 

declares that a resident of an assisted living facility has:

The right to manage his or her own finances or to have 

that responsibility delegated to a family member, an 

assigned guardian, the facility administrator, or some 

other individual with power of attorney. The resident's 

authorization must be in writing, and must be witnessed 

in writing.

From this the judge concluded that in the absence of a power of attorney, 

Adamski was powerless to bind Ondrof.

II

In appealing the interlocutory order as of right, R. 2:2-3(a), Spring

Meadows contends the trial judge mistakenly relied on the absence of a power 

of attorney, failed to equitably or judicially estop Ondrof and Adamski from 

arguing the absence of Adamski's authority, and failed to find that Ondrof's 

signature on one of the handful of documents was enough to bind him to the 

others.
12 A-2223-20

In considering whether to enforce an arbitration agreement, a court must 

first apply state law principles in determining whether there was an agreement 

to arbitrate. That is, "arbitration is a matter of contract," Rent-A-Center, W., Inc. 

v. Jackson, 561 U.S. 63, 67 (2010), and there should be a resort to state contract 

law principles when ascertaining whether the parties had a meeting of minds, 

Atalese v. U.S. Legal Servs. Grp., L.P., 219 N.J. 430, 442-44 (2015); see also

Flanzman v. Jenny Craig, Inc., 244 N.J. 119, 137 (2020). Put more plainly, the 

policy favoring arbitration has no application when parties haven't agreed to 

arbitrate. Volt Info. Scis. v. Bd. of Trs. of Leland Stanford Jr. Univ., 489 U.S. 

468, 478 (1989); Atalese, 219 N.J. at 442. After close review of the parties' 

competing versions of the events encircling the formative stage of whatever they 

had agreed on, we are satisfied there are factual disputes that are so material that 

there must be an evidentiary hearing to resolve whether Ondrof on his own or 

through an authorized representative agreed to arbitrate any disputes with Spring 

Meadows. And so, we reject both Spring Meadows' argument that the record 

demonstrates the enforceability of the arbitration agreement and Ondrof's 

argument that the record lacks an enforceable arbitration agreement.

To be sure, the uncertainty surrounding the parties' interactions is largely 

a product of Spring Meadows' attempt to secure a binding agreement through a 
13 A-2223-20

series of contractual documents rather than a process by which it presented one 

contract at one time for execution. While it is not our role or desire to instruct 

an assisted living facility on how to go about extracting enforceable arbitration 

agreements from its clientele, it certainly wasn't helpful to Spring Meadows' 

cause that it went about obtaining such an agreement by proposing the execution 

of a series of documents rather than a single, understandable, and fullyintegrated contract for execution.

The same holds true for the parties' disputes about the presence or extent 

of Adamski's authority to speak for or bind her father to any of the contract 

documents presented by Spring Meadows. It is noteworthy that Spring 

Meadows' own documents express a preference that the resident issue a power 

of attorney for someone to act on his behalf. Yet, by failing to ensure Adamski 

was sufficiently empowered, Spring Meadows was relegated to an attempt to 

persuade the court on a less than certain record that Adamski had sufficient 

authority to bind Ondrof to an agreement to arbitrate. The contract documents 

themselves demonstrate the absence of clarity and the need for a plenary 

hearing. As we noted, from the options on the "resident signature page" for 

identifying her relationship to the resident, Adamski chose "other," not "powerof-attorney," and described herself as "daughter." Unless and until Spring 
14 A-2223-20

Meadows can demonstrate at the plenary hearing that Adamski had far greater 

authority than whatever authority a daughter may have over a father, defendant's 

argument that Adamski's signing as Ondrof's daughter was sufficient authority 

to bind Ondrof must fail. We are cognizant that other material in the executed 

contract documents may suggest an expression of a greater authority, but the 

weight to be given to such expressions must await an illumination of the parties' 

intentions to be explored at the plenary hearing for which we remand. We view 

in this same vein Spring Meadows' argument that because Ondrof signed one of 

the documents he conveyed his consent to all the stipulations in all the other 

documents.9 The lack of his signature on other documents – most notably the 

9

Indeed, the very language of the "resident signature page," which is the only 

document Ondrof signed, does not necessarily capture and incorporate all the 

language in the other documents including – most importantly – the arbitration 

agreement. That is, the "resident signature page" did not restate in sufficient 

language the agreement stated elsewhere about arbitration; this particular page 

stated only that by signing Ondrof "acknowledge[s] . . . he . . . has received the 

Residence and Service Agreement and all Attachments and . . . understands and 

voluntarily agrees to all of the terms contained herein." Spring Meadows'

argument requires numerous leaps of logic that would at least incorporate: (a) 

an assumption that Ondrof was aware that an arbitration agreement was 

incorporated in the phrase "Residence and Service Agreement and all 

Attachments," (b) he in fact understood and voluntarily agreed to an arbitration 

agreement somewhere within the "Residence and Service Agreement and all 

Attachments," and (c) the word at the end – "herein" – should be understood as 

"therein." These assumptions cannot be drawn on this record. The law endorses 

a policy in favor of arbitration, but it does not impose on a party the requirement 
15 A-2223-20

arbitration agreement – raises doubt as to whether he intended to agree to 

arbitrate any future disputes. Again, this is another matter to be considered at 

the plenary hearing.

Spring Meadows also argues for the application of equitable principles in 

arguing Adamski's signature was sufficient to bind Ondrof or, even if it wasn't, 

that Spring Meadows had the right to assume Adamski was sufficiently 

authorized. Spring Meadows refers to both equitable and judicial estoppel 

principles as a bar to the position now taken against arbitration. We find Spring 

Meadows' judicial estoppel argument lacks sufficient merit to warrant a 

discussion in a written opinion. R. 2:11-3(e)(1)(E). We add only that judicial 

estoppel serves to preserve the "integrity of the judicial process," Cummings v. 

Bahr, 295 N.J. Super. 374, 387 (App. Div. 1996), by prohibiting a party from 

advocating "a position contrary to a position it successfully asserted in the same 

or a prior proceeding," Kimball Int'l, Inc. v. Northfield Metal Prods., 334 N.J. 

Super. 596, 606 (App. Div. 2000) (emphasis added). Even if it could be found 

of successfully navigating a shell game. We draw no conclusions except that, 

absent further evidence illuminating Ondrof's intent, the "resident signature 

page" alone does not support Spring Meadows' argument that Ondrof expressly 

agreed to arbitrate any disputes.
16 A-2223-20

that Adamski had advocated a different position in this case, there is no evidence 

she did so successfully.

Defendant's attempt to invoke the doctrine of equitable estoppel, which 

may be used against a party that engaged in conduct inducing another to rely to 

its detriment, Knorr v. Smeal, 178 N.J. 169, 178 (2003), appears to be based on 

its assumptions that: Ondrof ratified the entire agreement by signing in a single 

place; or, in the same or similar manner, he delegated his authority to Adamski; 

or Adamski somehow led Spring Meadows to believe she had the authority to 

bind her father even though her only affirmative statement in the documents –

not the language inserted in the lengthy documents to suggest greater authority 

– was her inserting alongside her signature that she was signing as Ondrof's 

"daughter."

We have already stated that we find the circumstances surrounding 

execution (or lack of execution) of the documents and the manner in which the 

parties may or may not have intended to be bound to the arbitration agreement 

so fraught with factual disputes and uncertainties as to require a plenary hearing. 

The application of equitable estoppel also cannot be applied absent the 

revelation of the true facts through the conducting of a plenary hearing. Spring 

Meadows may argue, for example, that Adamski should not be now permitted 
17 A-2223-20

to disavow language in one document she did sign that stated – in language 

drafted by Spring Meadows – that by signing on a line designated "responsible 

party," Adamski represented that "she has been authorized by the resident . . . to 

enter into and bind the resident to the Residence and Service Agreement." Even 

if that's what Spring Meadows places its reliance on, the judge will have to 

consider, among other things, whether Spring Meadows' reliance was reasonable 

since the quoted language does not refer to the arbitration agreement. We find it 

also difficult to understand – but also leave for the judge's consideration at the 

plenary hearing – how defendant could have reasonably relied on a statement 

from a resident's daughter, who signed only as the resident's daughter, that she 

had authority beyond whatever her familial relationship provided. And, it is also 

difficult to understand, but also left for further development in the trial court,

how Spring Meadows could have reasonably relied on a statement of an alleged 

agent; the key question to be answered does not concern the purported agent's 

acts or statements but the words and conduct of the purported principal. See

Sears Mortg. Corp. v. Rose, 134 N.J. 326, 337-38 (1993); see also Restatement 

(Third) of Agency, § 3.01 (Am. Law. Inst. 2006) (recognizing that "[a]ctual 

authority . . . is created by a principal's manifestation to an agent that, as 

reasonably understood by the agent, expresses the principal's assent that the 
18 A-2223-20

agent take action on the principal's behalf"); id. at § 3.03 (recognizing that 

"[a]pparent authority . . . is created by a person's manifestation that another has 

authority to act with legal consequences for the person who makes the 

manifestation, when a third party reasonably believes the actor to be authorized 

and the belief is traceable to the manifestation"). Considering the true facts are 

not yet known, we need not further discuss what circumstances might or might 

not demonstrate either actual or apparent authority. The thrust of today's holding 

is not to resolve those issues but to convey that the emphasis in such an analysis 

is not on the signals given by the alleged agent – as constitutes much of Spring 

Meadows' argument – but by the signals given by the alleged principal.

In addition, it should not be overlooked that in seeking an equitable 

remedy like the imposition of an estoppel, it is incumbent on Spring Meadows 

to show that it has acted equitably. "[They] who seek[] equity must do equity." 

Thompson v. City of Atlantic City, 190 N.J. 359, 384 (2007). While we are 

mindful that N.J.S.A. 30:13-8.1 cannot stand in the way of the enforcement of 

an arbitration agreement subject to federal law,

10 we see nothing that prevents 

application of that strong public policy against what Spring Meadows seeks to 

10 We need not decide whether an arbitration agreement that is not governed by 

the Federal Arbitration Act but by the New Jersey Arbitration Act, may be held 

unenforceable in the face of N.J.S.A. 30:13-8.1.
19 A-2223-20

do in determining whether it is equitable to estop the resident or his daughter 

from claiming they did not agree to arbitrate.

III

To be clear, we decide none of the questions circling about whether 

Ondrof agreed to arbitrate or whether his daughter was authorized to bind him 

to such an agreement. We instead leave those questions to be further developed 

and resolved at a plenary hearing.

The order denying defendant's motion to enforce the arbitration agreement 

is vacated and the matter is remanded to the trial court for a plenary hearing in 

conformity with this opinion.

Vacated and remanded. We do not retain jurisdiction.