IN THE SUPREME COURT OF 

CALIFORNIA

MARK HARROD,

Plaintiff and Respondent,

v.

COUNTRY OAKS PARTNERS, LLC, et al.,

Defendants and Appellants.

S276545

Second Appellate District, Division Four

B312967

Los Angeles County Superior Court

20STCV26536

March 28, 2024

Justice Jenkins authored the opinion of the Court, in which 

Chief Justice Guerrero and Justices Corrigan, Liu, Kruger, 

Groban, and Evans concurred.
1

HARROD v. COUNTRY OAKS PARTNERS, LLC

S276545

Opinion of the Court by Jenkins, J.

Under California’s Health Care Decisions Law (Prob. 

Code, § 4600 et seq.),1 a principal may appoint a health care 

agent to make health care decisions should the principal later 

lack capacity to make them. In this case, a health care agent 

signed two contracts with a skilled nursing facility. One, with 

state-dictated terms, secured the principal’s admission to the 

facility. The other made arbitration the exclusive pathway for 

resolving disputes with the facility. This second contract was 

optional and had no bearing on whether the principal could 

access the facility or receive care. The issue before us is whether 

execution of the second, separate, and optional contract for 

arbitration was a health care decision within the health care 

agent’s authority. It was not, and the facility’s owners and 

operators may not, therefore, rely on the agent’s execution of 

that second agreement to compel arbitration of claims arising 

from the principal’s alleged maltreatment that have been filed 

in court. We affirm the judgment of the Court of Appeal and 

remand for further court proceedings.

I. BACKGROUND

The Health Care Decisions Law authorizes competent 

adults to draft powers of attorney for health care, a type of 

1 Unless specified, further statutory references are to the 

Probate Code.
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Opinion of the Court by Jenkins, J.

2

advance health care directive, and thereby “authorize [an] agent 

to make health care decisions.” (§ 4671, subd. (a); see §§ 4605, 

4629.) The law defines “health care” as “any care, treatment, 

service, or procedure to maintain, diagnose, or otherwise affect 

a patient’s physical or mental health condition.” (§ 4615.) It 

further defines a “health care decision” as one “regarding the 

patient’s health care, including . . . [¶] (1) Selection and 

discharge of health care providers and institutions[;] [¶] (2) 

Approval or disapproval of diagnostic tests, surgical procedures, 

and programs of medication, including mental health 

conditions[;] [¶] (3) Directions to provide, withhold, or withdraw 

artificial nutrition and hydration and all other forms of health 

care, including cardiopulmonary resuscitation.” (§ 4617, subd. 

(a).) “Subject to any limitations in the power of attorney for 

health care,” an agent “may make health care decisions” and 

“may also make decisions that may be effective after the 

principal’s death,” such as approving organ donation, autopsies,

disposition of remains, and records releases. (§ 4683.)

A competent adult desiring a power of attorney for health 

care may, but need not, use the form found in section 4701. 

(§ 4700.) Regardless of whether the adult executes this “form or 

any other writing” to establish a power of attorney, the 

provisions of the Health Care Decisions Law “govern the effect” 

of the writing. (Ibid.) 

Charles Logan executed a power of attorney for health 

care. He used, not the statutory form, but a California Medical 

Association form patterned on, and specifically citing to, the 

Health Care Decisions Law. Logan appointed his nephew, Mark 

Harrod, as his “health care agent” to make “health care 

decisions” should Logan’s primary physician find Logan unable 

to make those decisions himself. Paraphrasing the portions of 
HARROD v. COUNTRY OAKS PARTNERS, LLC

Opinion of the Court by Jenkins, J.

3

the Health Care Decisions Law defining health care decisions 

(§ 4617) and decisions after death (§ 4683), the form Logan 

signed authorized Harrod to (1) “consent, refuse consent, or 

withdraw consent to any medical care,” including care to 

artificially sustain life; (2) “choose or reject [the principal’s] 

physician, other health care professionals or health care 

facilities;” (3) “receive and consent to the release of medical 

information;” and (4) authorize organ donation, an autopsy, and 

disposal of remains.

About two years after executing this power of attorney, 

Logan, then approaching his 77th birthday, fell, broke a femur,

and became unable to walk. He entered the Country Oaks Care 

Center (Country Oaks), a skilled nursing facility, to obtain

living assistance and rehabilitative treatment. Harrod signed 

two agreements with the facility on Logan’s behalf. The first 

was an admission agreement that entitled Logan to care at the 

facility and specified the services to be rendered, payment 

terms, and facility rules. It was unalterable and its terms were 

state-mandated. (Health & Saf. Code, § 1559.61 [“all skilled 

nursing facilities . . . shall use a standard admission agreement 

developed and adopted by the” state and “[n]o facility shall alter” 

it unless directed].) The second agreement Harrod signed was 

an arbitration agreement. Per the requirements of state law

applicable to long-term health care facilities and federal 

regulations governing such facilities participating in Medicare 

and Medicaid, the arbitration agreement appeared on a 

separate form and was presented as optional. (See id., 

§ 1599.81, subds. (a), (b) [an arbitration agreement must not be 

a precondition to facility admission and must “be included on a 

form separate from the rest of the admission contract”]; 42 

C.F.R. § 483.70(n) (2019) [facilities participating in Medicare 
HARROD v. COUNTRY OAKS PARTNERS, LLC

Opinion of the Court by Jenkins, J.

4

and Medicaid “must not require any resident or his or her 

representative to sign an agreement for binding arbitration as a 

condition of admission”].)2 A boxed warning atop this 

agreement stated, “READ CAREFULLY — Not Part of 

Admission Agreement,” and continued, “Resident shall not be 

required to sign this arbitration agreement as a condition of 

admission to this facility or to continue to receive care at the 

facility.”3 The arbitration agreement stated disputes concerning 

2 Neither compliance with, nor the enforceability of, the 

requirements for arbitration agreements under Health and 

Safety Code section 1599.81 or 42 C.F.R. § 483.70 (2019) is 

before us.

3 The admissions paperwork also included a one-page form 

stating, “I, Logan Charles, am able to sign for myself but would 

to like [sic] authorize Harrod Mark my nephew to sign the 

following documents on my behalf.” Below this statement, six 

categories of documents are listed and next to each is a line with 

a check mark. The checked categories of documents are:

temporary consent to treat, advance directive 

acknowledgement, influenza vaccine/pneumonia vaccine 

consent, POLST (Physician Orders for Life-Sustaining 

Treatment), informed consent for use of device, and California 

admission packet. Below these selected options is a line on 

which to print the patient’s name, with “Logan Charles” written 

in. To the right is a line for the patient’s signature with a script 

signature reading “Mark Harrod.” Country Oaks mentions this 

form in its opening brief but does not argue it has any 

significance to the question we face here. Thus, we need not 

decide whether this form gave Harrod permission to sign the 

California admission packet or, if it did, whether it authorized 

Harrod to agree to arbitration. Nor need we address the 

possibility that Logan, through this form or by any other act, led 

defendants to believe Harrod had authority to act under a theory 

of ostensible agency. (See Civ. Code, § 2300 [“An agency is 

ostensible when the principal intentionally, or by want of 

ordinary care, causes a third person to believe another to be his 

agent who is not really employed by him”].)
HARROD v. COUNTRY OAKS PARTNERS, LLC

Opinion of the Court by Jenkins, J.

5

medical care, the provision of services, and the admission 

agreement or arbitration agreement would be arbitrated, not 

litigated in court. Under the agreement, both parties abjured 

“their constitutional right to have any such dispute decided in a 

court of law before a jury.”

Based on the care he received during his approximately 

one-month stay at Country Oaks, Logan, with Harrod acting as 

his guardian ad litem,4 filed a lawsuit in a California superior 

court against the facility’s owners and operators, Country Oaks 

Partners, LLC, and Sun-Mar Management Services, Inc. Logan 

alleged these defendants negligently withheld appropriate care, 

resulting in Logan suffering a second fall and fracture, being 

unnecessarily diapered, and developing pressure ulcers. In 

addition to pleading a cause of action for common law 

negligence, Logan asserted causes of action for elder abuse and 

violations of his right as a resident of a skilled nursing facility

(Health & Saf. Code, § 1430, subd. (b)). Logan further asked the 

superior court for a declaration that he was not bound by the 

arbitration agreement that his health care agent, Harrod, had 

signed.

Defendants moved to compel arbitration. The superior 

court denied the motion. It reasoned Harrod’s power to make 

health care decisions for Logan as his health care agent did not 

4 Ad litem means “for the suit” in Latin. (Black’s Law Dict.

(11th ed. 2019) p. 53.) “When . . . a person who lacks legal 

capacity to make decisions, or a person for whom a conservator 

has been appointed is a party, that person shall appear either 

by a guardian or conservator of the estate or by a guardian ad 

litem appointed by the court in which the action or proceeding 

is pending, or by a judge thereof, in each case.” (Code Civ. Proc., 

§ 372, subd. (a)(1).)
HARROD v. COUNTRY OAKS PARTNERS, LLC

Opinion of the Court by Jenkins, J.

6

encompass the power to sign the optional arbitration agreement. 

The Court of Appeal affirmed, agreeing that a health care 

decision does not encompass optional, separate arbitration 

agreements presented alongside mandatory facility admissions 

paperwork. (Logan v. Country Oaks Partners, LLC (2022) 82 

Cal.App.5th 365.) Several courts of appeal have reached the 

opposite conclusion regarding a health care agent’s health care 

decisionmaking authority. (See, e.g., Garrison v. Superior Court

(2005) 132 Cal.App.4th 253 [“The revocable arbitration 

agreements were executed as part of the health care 

decisionmaking process.”]; Hogan v. Country Villa Health 

Services (2007) 148 Cal.App.4th 259, 268 [agreeing with 

Garrison].) We now, in the context of Logan’s power of attorney 

for health care, address this conflicting authority.

5

II. DISCUSSION

The parties assume Harrod’s selection of a skilled nursing 

facility for Logan, pursuant to the first, mandatory contract for 

admission, was within the scope of Harrod’s agency. They 

disagree, however, whether Harrod’s authority to make “health 

care decisions” — as granted by Logan’s power of attorney for 

health care — encompassed Harrod’s separate and optional

decision, pursuant to the second contract, to bind Logan to 

arbitrate disputes with the facility.

The meaning of a “health care decision” in Logan’s power 

of attorney is firmly linked to the meaning of that term in the 

5 Because Logan passed away while this case was pending 

before us, Harrod, as Logan’s successor in interest, is now the 

named plaintiff and respondent. We only discuss Harrod’s 

authority as Logan’s agent pursuant to the power of attorney for 

health care.
HARROD v. COUNTRY OAKS PARTNERS, LLC

Opinion of the Court by Jenkins, J.

7

Health Care Decisions Law. That law, which authorizes powers 

of attorney for health care (§ 4671), provides a definition of the 

term “health care decisions” (§ 4617) and instructs that its 

provisions “govern the effect” of writings created under its 

authority (§ 4700). In turn, Logan’s power of attorney, at its 

very top, indicates that it is created under the authority of the 

Health Care Decisions Law, invoking the Probate Code sections

4600–4805 that contain the law. Intention is the pole star when 

interpretating written instruments. (See Civ. Code, § 1636; 

Hartford Casualty Ins. Co. v. Swift Distribution, Inc. (2014) 59 

Cal.4th 277, 288; Boyer v. Murphy (1927) 202 Cal. 23, 28 [intent 

is “pole-star” in interpreting deed]; Todd v. Superior Court of 

San Francisco (1919) 181 Cal. 406, 419 [seeking “the general 

intent or predominant purpose of the instrument”]; Sullivan v. 

Davis (1854) 4 Cal. 291, 292 [describing power of attorney 

language as an “index of intention”].) Logan’s intention to 

invoke and be governed by the Health Care Decisions Law, in 

this case, seems plain. Moreover, neither party to this case 

asserts any deviation between the meaning of “health care 

decision” in Logan’s power of attorney and the Health Care 

Decisions Law. (Cf. § 4681 [“Except as provided in subdivision 

(b), the principal may limit the application of any provision of 

this division” in the power of attorney].) Thus, we interpret 

Logan’s power of attorney by reference not only to its terms, but 

also to the relevant statutory provisions that govern it. (Cf.

Montrose Chemical Corp. of California v. Superior Court (2020) 

9 Cal.5th 215, 226 [reading insurance agreement “in light of

background principles of insurance law”]; Samson v. 

Transamerica Ins. Co. (1981) 30 Cal.3d 220, 231; Swenson v. File

(1970) 3 Cal.3d 389, 393 [contracting parties “are presumed to 

know and to have had in mind” the “existing law”].) 
HARROD v. COUNTRY OAKS PARTNERS, LLC

Opinion of the Court by Jenkins, J.

8

Additionally, the Health Care Decisions Law instructs 

that when it “does not provide a rule governing agents under 

powers of attorney, the law of agency applies.” (§ 4688.) Absent 

disputed facts, the meaning of a written instrument (Johnson v. 

Greenelsh (2009) 47 Cal.4th 598, 604), questions of statutory 

interpretation (Davis v. Fresno Unified School Dist. (2023) 14 

Cal.5th 671, 687), and the scope of an agent’s authority 

(Metropolitan Life Ins. Co. v. State Bd. of Equalization (1982) 32 

Cal.3d 649, 658; Oswald Machine & Equipment, Inc. v. Yip

(1992) 10 Cal.App.4th 1238, 1247) are matters we determine 

independently as a matter of law. With these governing 

standards in mind, we probe the meaning of “health care 

decision” under Logan’s power of attorney, the Health Care 

Decisions Law, and the law of agency.

A. “Health Care Decision” in the Power of Attorney 

and Statute

Whether interpreting a provision of a written instrument

or statute, we seek the drafters’ intent, and we start with the 

plain meaning of the provision’s text and with its context within 

the statute or instrument. (People v. Braden (2023) 14 Cal.5th 

791, 804 [statutes]; (Hartford Casualty Ins. Co. v. Swift 

Distribution, Inc., supra, 59 Cal.4th at p. 288 [written 

instruments].) When a power of attorney is at issue, we have 

highlighted the importance of plain meaning by stating an agent 

operating under a power of attorney may not “go beyond it nor 

beside it.” (Blum v. Robertson (1864) 24 Cal. 128, 140; see also 

Johnston v. Wright (1856) 6 Cal. 373, 375.)

1. Definitional Provisions

As noted above, the Health Care Decisions Law specifies a 

“health care decision” is one “regarding the patient’s health 
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Opinion of the Court by Jenkins, J.

9

care” (§ 4617, subd. (a)), with “health care” defined as “any care, 

treatment, service, or procedure to maintain, diagnose, or 

otherwise affect a patient’s physical or mental health condition” 

(§ 4615). Logan’s power of attorney does not quote these basic 

definitional provisions. But Logan’s power of attorney, as well 

as the Health Care Decisions Law, both inform our 

interpretation of the term “health care decision” by listing 

equivalent examples. Section 4617 states health care decisions 

include “[s]election and discharge of health care providers and 

institutions.” (§ 4617, subd. (a)(1).) Logan’s power of attorney 

allows the agent to “choose or reject . . . health care 

professionals or health care facilities.” Section 4617 also

provides that health care decisions include “[a]pproval or 

disapproval of diagnostic tests, surgical procedures, and 

programs of medication, including mental health conditions” 

(§ 4617, subd. (a)(2)), and also whether “to provide, withhold, or 

withdraw artificial nutrition and hydration and all other forms 

of health care, including cardiopulmonary resuscitation” 

(§ 4617, subd. (a)(3)). Logan’s power of attorney likewise 

authorizes these types of decisions, allowing the agent to 

consent to or refuse “tests, drugs, surgery,” “any medical care or 

services,” or “the provision, withholding, or withdrawal of 

artificial nutrition and hydration . . . and all other forms of 

health care, including cardiopulmonary resuscitation.” Logan’s

power of attorney, in accord with other provisions of the Health 

Care Decisions Law (§§ 4678, 4683), further permits the agent 

to receive and release medical records so the agent can perform 

his or her duties and to make decisions regarding disposition of 

the body after death. 

Established canons of statutory construction assist us in 

ascertaining the meaning of a term primarily defined by way of 
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Opinion of the Court by Jenkins, J.

10

a list of examples and the meaning of examples enumerated on 

such a list. “ ‘[W]hen a statute contains a list or catalogue of 

items, a court should determine the meaning of each by 

reference to the others, giving preference to an interpretation 

that uniformly treats items similar in nature and scope.’ ” 

(Kleffman v. Vonage Holdings Corp. (2010) 49 Cal.4th 334, 343.) 

When we consider the meaning of one item on a list, we tend to 

adopt a more “restrictive meaning” when to do otherwise would 

“make the item markedly dissimilar to the other items in the 

list.” (Moore v. California State Bd. of Accountancy (1992) 2 

Cal.4th 999, 1012.) When a general term is defined through a 

list of examples, we tend towards a definition of the general term 

that is in concert with the items listed. (Winn v. Pioneer Medical 

Group, Inc. (2016) 63 Cal.4th 148, 159; International Federation 

of Professional & Technical Engineers, Local 21, AFL-CIO v. 

Superior Court (2007) 42 Cal.4th 319, 342; Commission on Peace 

Officer Standards & Training v. Superior Court (2007) 42 

Cal.4th 278, 294; see also Civ. Code, § 3534 [“Particular 

expressions qualify those which are general.”].) These 

guidelines have particular force when, as here, there is no 

broadening catchall provision amongst the listed items. 

(Bernard v. Foley (2006) 39 Cal.4th 794, 807.)

These canons of construction weigh against construing the 

authority to select health care providers and institutions 

(§ 4617, subd. (a)) to include the power to enter optional, 

separate dispute resolution agreements, and against

interpreting the general term “health care decision” that 

expansively. Each enumerated example of a health care 

decision in the Health Care Decisions Law and in Logan’s power 

of attorney directly pertains to who provides health care and 

what may be done to a principal’s body in health, sickness, or 
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Opinion of the Court by Jenkins, J.

11

death. There is no catchall provision, no express delegation of 

power to make decisions that serve other purposes, and no 

express grant of power to waive access to the courts, agree to 

arbitration, or to otherwise negotiate about or accept any 

dispute resolution method. A standalone arbitration agreement 

would be “markedly dissimilar” (Moore v. California State Bd. of 

Accountancy, supra, 2 Cal.4th at p. 1012) from agreements 

about who provides medical care or what care they provide. 

Thus, defining the term “health care decision” to include a 

standalone arbitration agreement would not be “in concert with” 

(Winn v. Pioneer Medical Group, Inc., supra, 63 Cal.4th at p. 

159) the items listed and, therefore, with the apparent intent 

evidenced by the definitional provisions of Logan’s power of 

attorney or the Health Care Decisions Law it invokes.

2. Further Context

Other portions of Logan’s power of attorney, as well as the 

Health Care Decisions Law and the Probate Code, support this 

interpretation of the term “health care decision.” (See People v. 

Braden, supra, 14 Cal.5th at p. 841 [“ ‘ “ ‘ “[W]e consider portions 

of a statute in the context of the entire statute and the statutory 

scheme of which it is a part, giving significance to every word, 

phrase, sentence, and part of an act in pursuance of the 

legislative purpose.” ’ ” ’ ”]; Hartford Casualty Ins. Co. v. Swift 

Distribution, Inc., supra, 59 Cal.4th at p. 288 [we interpret the 

language of a written instrument “in context”].) 

We start with the Health Care Decisions Law’s enacted 

legislative findings. The Legislature couched the law as 

recognizing “the dignity and privacy a person has a right to 

expect” and the “fundamental right to control the decisions 

relating to [one’s] own health care, including the decision to have 
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12

life-sustaining treatment withheld or withdrawn.” (§ 4650, 

subd. (a).) The Legislature referenced “[m]odern medical 

technology” and the “artificial prolongation of human life” while 

noting the need to protect “individual autonomy” and the 

“dignity” of patients facing end of life scenarios. (Id., subd. (b).) 

These findings reflect that the Health Care Decision Law’s roots 

trace back to California’s pioneering “living will” statute, passed 

in 1976, and the principle that advanced health care directives 

are intended to ensure a patient’s consent to medical treatment. 

(See Sabatino, The Evolution of Health Care Advance Planning 

Law and Policy (2010) vol. 88, No. 2, 16 Millbank Q., 212–214.) 

These findings also align with a view of health care decisions as 

personal, private, and about treatment. This tends to suggest 

that neither the Legislature nor Logan would have viewed 

decisions well beyond this ambit — such as whether to select 

optional arbitration — as health care decisions.

In addition, explanatory language within the Health Care 

Decisions Law’s optional form for advance health care directives

and within Logan’s power of attorney both point in the same 

direction as the legislative findings. The statutory form begins 

by explaining to the potential principal, “You have the right to 

give instructions about your own physical and mental health 

care. You also have the right to name someone else to make 

those health care decisions for you. This form lets you do either 

or both of these things. It also lets you express your wishes 

regarding donation of organs and the designation of your 

primary physician.” (§ 4701.) The form goes on to state that an 

agent whose health care decisionmaking power is not otherwise 

limited may make decisions about health care and about 

disposition of remains and autopsies after death, mirroring the 

language of sections 4617 and 4683. (§ 4701.) The form’s actual 
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grant of health care decisionmaking authority states, “My agent 

is authorized to make all physical and mental health care 

decisions for me, including decisions to provide, withhold, or 

withdraw artificial nutrition and hydration and all other forms 

of health care to keep me alive, except as I state here:” (Ibid.) 

The form thus equates health care decisions with “instructions 

about [the principal’s] physical and mental health care.” The 

California Medical Association form that Logan used contained 

similarly limited explanatory language: “This form lets you give 

instructions about your future health care. . . . Your agent must 

make health care decisions that are consistent with the 

instructions in this document and your known desires. It is 

important that you discuss your health care desires with the 

person(s) you appoint as your health care agent, and with your 

doctor(s).” Notably absent from the form and Logan’s power of 

attorney is any suggestion that an appointed health care agent 

is authorized to make decisions concerning dispute resolution.

In assessing what a health care decision includes, it is also 

helpful to consider what the Legislature appears to have viewed 

as not amounting to such decisions. For example, the Health 

Care Decisions Law distinguishes health care decisions (see 

§ 4617) from “decisions relating to personal care,” which a 

principal may optionally delegate in a power of attorney for 

health care (§ 4671, subd. (b)). Personal care decisions include 

“determining where the principal will live, providing meals, 

hiring household employees, providing transportation, handling 

mail, and arranging recreation and entertainment.” (Ibid.) The 

statute further contrasts the making of health care decisions 

with the nomination of a conservator of the person or estate. 

(§ 4672.) And although a power of attorney for health care may, 

as Logan’s does, permit an agent to make “decisions that may be 
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effective after the principal’s death” — including directing the 

disposition of remains, an autopsy, or the release of records —

these decisions, too, are set forth outside the statutory definition 

of health care decisions. (§ 4617; see §§ 4678, 4683.) That the 

Health Care Decisions Law specifically permits delegation of 

some arguably collateral decisions, such as those pertaining to 

medical records or disposition of remains, suggests other, 

unspecified decisions — such as a separate, optional decision 

regarding dispute resolution — fall outside the bounds of what 

legislators and principals to a power of attorney for health care 

would consider a health care decision.

The definition of powers under the Health Care Decisions 

Law (contained in Division 4.7 of the Probate Code) contrasts 

with the definition of powers under the Uniform Statutory Form 

Power of Attorney Act, a subsidiary of the Power of Attorney 

Law (both contained in Division 4.5 of the Probate Code). The 

Power of Attorney Law governs powers of attorney “with respect 

to all lawful subjects and purposes” (§ 4000 et seq.; see § 4123) 

and the Uniform Statutory Form Power of Attorney Act 

streamlines creation of such documents, enabling easy 

delegation of statutorily defined powers (§ 4400 et seq.; see 

§§ 4401, 4450–4463). We should be attuned to differences in 

laws that are statutory neighbors and have, as shall be 

explained, provisions that share history or interrelate. (See Los 

Angeles County Metropolitan Transportation Authority v. 

Alameda Produce Market, LLC (2011) 52 Cal.4th 1100, 1108 

[“ ‘ “where a statute, with reference to one subject contains a 

given provision, the omission of such provision from a similar 

statute concerning a related subject is significant to show that a 

different legislative intent existed with reference to the different 

statutes” ’ ”]; Wells v. One2One Learning Foundation (2006) 39 
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Cal.4th 1164, 1190 [“specific enumeration . . . in one context, but 

not in the other, weighs heavily”]; see also FilmOn.com Inc. v. 

DoubleVerify Inc. (2019) 7 Cal.5th 133, 144 [“we interpret 

statutory language . . . in light of . . . analogous provisions” and 

in “the context of its neighboring provisions”].)

The Power of Attorney Law, the Uniform Statutory Form 

Power of Attorney Act, and the predecessor to the Health Care 

Decisions Law — which governed durable powers of attorney for 

health care decisionmaking6 — were codified by a single, 

integrated enactment in 1994. (Stats. 1994, ch. 307, § 16, pp.

1983–2038; see Legis. Counsel’s Dig., Sen. Bill No. 1907 (1993–

1994 Reg. Sess.) 5 Stats. 1994, Summary Dig., p. 117.) The bill 

enacting the Health Care Decisions Law in 1999, which revised 

6 The 1994 law governing durable powers of attorney for 

health care empowered designated attorneys in fact to make 

health care decisions, defined, then, as “consent, refusal of 

consent, or withdrawal of consent to health care, or a decision to 

begin, continue, increase, limit, discontinue, or not to begin any 

health care.” (former § 4612.) The Law Revision Commission 

comments accompanying the Health Care Decisions Law stated 

that new section 4617, defining “health care decision” under the 

current law, “supersedes former Section 4612 and is the same in 

substance as Section 1(6) of the Uniform Health-Care Decisions 

Act (1993), with the substitution of the reference to 

cardiopulmonary resuscitation . . . for the uniform act reference 

to orders not to resuscitate. Adoption of the uniform act 

formulation is not intended to limit the scope of health care 

decisions applicable under former law. Thus, like former law, 

this section encompasses consent, refusal of consent, or 

withdrawal of consent to health care, or a decision to begin, 

continue, increase, limit, discontinue, or not to begin any health 

care. Depending on the circumstances, a health care decision 

may range from a decision concerning one specific treatment 

through an extended course of treatment, as determined by 

applicable standards of medical practice.”
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and recast the 1994 provisions authorizing durable powers of 

attorney for health care, acknowledged the Power of Attorney 

Law and the Uniform Statutory Form Power of Attorney Act, 

referencing both in making “related and conforming changes.” 

(See Stats. 1999, ch. 658, §§ 27–36, pp. 4853–4856; see Legis. 

Counsel’s Dig., Assem. Bill No. 891 (1999–2000 Reg. Sess.) 5

Stats. 1999, Summary Dig., p. 296.)

The Uniform Statutory Form Power of Attorney Act offers 

a form that lists categories of statutorily defined powers that a 

principal may choose to delegate. (§§ 4400, 4401, 4450–4463.) 

By placing initials next to a listed, pre-defined power, the 

principal may authorize an agent to act in “any lawful way with 

respect to the . . . initialed subjects,” which include real or 

personal property transactions, banking transactions, business 

operating transactions, beneficiary transactions, claims and 

litigation, or personal and family maintenance. (§ 4401.) The 

preamble to the form states, “THIS DOCUMENT DOES NOT 

AUTHORIZE ANYONE TO MAKE MEDICAL AND OTHER 

HEALTH-CARE DECISIONS FOR YOU.” (§ 4401; see Stats. 

1994, ch. 307, § 16.) This admonition dovetails with the 

Legislature’s prescription that the Power of Attorney Law 

applies to “statutory form powers of attorney” but not to “powers 

of attorney for health care” under the Health Care Decisions 

Law. (§ 4050, subd. (a)(1)–(2); see Stats. 1999, ch. 658, § 27, p.

4853.)

Looking at the definitions of the powers selectable under

the Uniform Statutory Form Power of Attorney Act — powers 

the statute distinguishes from health care decisions — there are 

notable inclusions. For instance, the power to make decisions 

about “personal and family maintenance” includes the power to 

“[p]ay for . . . necessary medical, dental, and surgical care, 
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Opinion of the Court by Jenkins, J.

17

hospitalization, and custodial care.” (§ 4460, subd. (a)(3).) The 

power to make decisions about “claims and litigation,” moreover,

includes the power to “submit to arbitration . . . with respect to 

a claim or litigation” and to “execute and file or deliver a . . .

waiver, . . . agreement, or other instrument in connection with 

the prosecution, settlement, or defense of a claim or litigation.” 

(§ 4459, subds. (d), (e).) Additionally, for each power granted in 

a statutory form power of attorney — be it a power over personal 

maintenance or other matters — the agent is separately

authorized, in exercising power for that subject, to do a variety 

of things, including to “[p]rosecute, defend, submit to 

arbitration, settle, and propose or accept a compromise with 

respect to, a claim existing in favor or against the principal,” and 

to “do any other lawful act with respect to the subject.” (§ 4450, 

subds. (b), (d), (j).) 

Comparing the Health Care Decisions Law and the 

Uniform Statutory Form Power of Attorney Act is instructive in 

several ways. We first note the Legislature’s specific references 

in the Uniform Statutory Form Power of Attorney Act to an 

agent’s power to settle claims or submit claims to arbitration. 

Such references are absent from the Health Care Decisions Law. 

The “specific enumeration” of these powers in the powerdefining provisions of the Uniform Statutory Form Power of 

Attorney Act “weighs heavily against” implying similar or 

related powers in the context of a health care decision defined 

under the Health Care Decisions Law. (See Wells v. One2One 

Learning Foundation, supra, 39 Cal.4th at p. 1190.) We next 

note the Uniform Statutory Form Power of Attorney Act

expressly acknowledges a distinction between the decisions it 

authorizes, such as those related to claims and litigation, and 

health care decisions. In particular, the warning atop the 
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Opinion of the Court by Jenkins, J.

18

traditional power of attorney form cautions, in block capital 

letters, that it does not authorize health care decisions. (§ 4401.)

Furthermore, in discerning the scope of the term “health 

care decision,” as envisioned by the Legislature and, in turn, 

Logan’s power of attorney, our precedent instructs we should not 

only address the differences in the various Probate Code 

provisions, but strive to harmonize them, avoiding anomalies. 

(First Student Cases (2018) 5 Cal.5th 1026, 1035 [“We construe 

statutory language in the context of the statutory framework, 

seeking to discern the statute’s underlying purpose and to 

harmonize its different components”].) Defining health care 

decisions as including decisions about dispute resolution that 

are not necessary for health care might create unnecessary 

tension between the two regimes for powers of attorney and 

between agents designated under them. Doing so, for example,

could undermine the expectations of a principal who designates

one agent to make health care decisions and another agent, 

under the form power of attorney, to make decisions about 

claims and litigation. A principal executing both form powers of 

attorney found in sections 4401 and 4701 could readily view 

health care decisions as separate from decisions involving 

claims and litigation, because the forms expressly make this 

distinction. In that case, the principal might expect and prefer

the agent in charge of claims and litigation to accept or reject 

optional arbitration agreements. A broad construction of the 

term health care decision might, therefore, and contrary to the 

principal’s expectations, “override” a grant of power over claims 

and litigation decisions. (See Johnson v. Kindred Healthcare, 

Inc. (Mass. 2014) 2 N.E.3d 849, 856, 859 [reaching a similar 
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Opinion of the Court by Jenkins, J.

19

conclusion under Massachusetts law].)7 On the other hand, if 

arbitration is, as here, not a condition of treatment, a health 

care agent’s lack of authority to enter arbitration agreements 

would not deprive a principal of health care. (Cf. Owens v. Nat’l 

Health Corp. (Tenn. 2007) 263 S.W.3d 876, 885 [raising this 

concern regarding arbitration agreements included in a contract 

required for admission].)

Moreover, interpreting the term “health care decision” to 

exclude optional and separate agreements to arbitrate fits best

with the Legislature’s decision to use that term in the Health 

Care Decisions Law to describe the scope of authority not only 

for those (like Harrod) who act pursuant to powers of attorney 

for health care, but also for surrogates, including next of kin or 

close friends. These surrogates may be selected by the patient 

in haste upon entering a facility (§ 4711)8 or selected for the 

patient by a provider or facility when there is no recognized 

7

In line with this observation, we disapprove dicta in

Hutcheson v. Eskaton FountainWood Lodge (2017) 17 

Cal.App.5th 937, 956–957, suggesting a person empowered to 

make decisions about all a principal’s claims and litigation lacks

authority to do so when the party across the contracting table is 

a health care facility or provider. We have no occasion to 

address Hutcheson’s ultimate concern: whether an agent with 

power over claims and litigation, but without power over health 

care decisions, may agree to arbitration with a health care 

facility with whom the agent had no right to contract for services 

in the first instance. (See id. at p. 957.)

8

“A patient may designate an adult as a surrogate to make 

health care decisions by personally informing the supervising 

health care provider or a designee of the health care facility 

caring for the patient. The designation of a surrogate shall be 

promptly recorded in the patient’s health care record.” (§ 4711, 

subd. (a).)
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Opinion of the Court by Jenkins, J.

20

health care decisionmaker (§ 4712).9 One of the purposes of the 

Health Care Decisions Law was to “set[] out uniform standards 

for the making of health care decisions by third parties,” 

whether by conservators, agents, or surrogates. 

(Conservatorship of Wendland (2001) 26 Cal.4th 519, 539–540; 

see § 4617 [defining a health care decision as one “made by a 

patient or the patient’s agent, conservator, or surrogate”].) 

Before the Health Care Decision Law’s enactment, Health 

and Safety Code section 1418.8 addressed the ability of next of 

kin to represent residents in skilled nursing facilities or 

intermediate care facilities who lacked capacity to make health 

care decisions. (Health & Saf. Code, § 1418.8; see Stats 1992 ch. 

1303, § 1, pp. 6326–6328.) Under that provision, when “there is 

no person with legal authority to make . . . decisions concerning 

[a] resident’s health care,” an attending physician at the facility, 

after following certain procedures, may pursue an intervention 

that would otherwise require informed consent. (Health & Saf. 

Code, § 1418.8, subd. (a).) A person with legal authority to make 

these decisions includes a “next of kin.” (Id., subd. (c).) Our 

appellate courts have held that next of kin, whether empowered 

to make medical decisions either under this statute or through 

principles of ostensible agency, lack authority to enter separate, 

optional arbitration agreements with nursing facilities. 

(Pagarigan v. Libby Care Center, Inc. (2002) 99 Cal.App.4th 298, 

302 [applying Health & Saf. Code, § 1418.8 and concluding 

“Defendants do not explain how the next of kin’s authority to 

9 Under specified conditions, “a health care provider or a 

designee of the health care facility caring for the patient may 

choose a surrogate to make health care decisions on the patient’s 

behalf, as appropriate in the given situation.” (§ 4712, subd. 

(b).)
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Opinion of the Court by Jenkins, J.

21

make medical treatment decisions for the patient at the request 

of the treating physician translates into authority to sign an 

arbitration agreement on the patient’s behalf at the request of 

the nursing home”]; Goliger v. AMS Properties, Inc. (2004) 123 

Cal.App.4th 374, 377 [applying ostensible agency to reach a 

similar conclusion]; Flores v. Evergreen at San Diego, LLC

(2007) 148 Cal.App.4th 581, 594 [applying Health & Saf. Code, 

§ 1418.8 and concluding “Unlike admission decisions and 

medical care decisions, the decision whether to agree to an 

arbitration provision in a nursing home contract is not a 

necessary decision that must be made to preserve a person’s 

well-being. Rather, an arbitration agreement pertains to the 

patient’s legal rights, and results in a waiver of the right to a 

jury trial”].)

The Health Care Decisions Law built on Health and Safety 

Code section 1418.8, and it expressly allows a health care 

provider or health care facility designee to appoint, as needed,

next of kin and other close family or friends as surrogates.10 

10 The uniform act underlying California’s Health Care 

Decisions Law and the initial draft of California’s law would 

have allowed next of kin to become surrogates. (2000 Health 

Care Decisions Law and Revised Power of Attorney Law (Mar. 

2000) 30 Cal. Law Revision Com. Rep. (2000) pp. 25–31.) That 

draft of the law, as noted in Law Revision Commission’s report, 

would have expanded the “next of kin” provision applicable to 

medical treatment decisions in nursing homes to health care 

decisions in other contexts. (2000 Health Care Decisions Law 

and Revised Power of Attorney Law, at p. 18.) But legislators 

could not agree, at that time, on the provisions governing who 

could become a surrogate in the absence of any choice by the 

patient or action by a court. (See 1 Zimring & Bashaw, Cal. 

Guide to Tax, Estate & Financial Planning for the Elderly (2023) 
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Opinion of the Court by Jenkins, J.

22

(§ 4712, added by Stats. 2022, ch. 782, § 2; 2000 Health Care 

Decisions Law and Revised Power of Attorney Law, supra, 30 

Cal. Law Revision Com. Rep. at p. 18.) Thus today, the health 

care decisionmaker for an incapacitated patient is, first, a 

patient-selected surrogate, second, a patient’s “agent pursuant 

to an advance health care directive or a power of attorney for 

health care,” third, a “conservator or guardian of the patient 

having the authority to make health care decisions for the 

patient,” and, fourth, a close family member or friend designated 

by a health care provider or facility. (§ 4712, subds. (a), (b); see 

also § 4643 [“ ‘Surrogate’ means an adult, other than a patient’s 

agent or conservator, authorized under this division to make a 

health care decision for the patient”].)

The Legislature’s decision to invest in each of these four 

categories of representatives the authority to make “health care 

decisions” further suggests, whether or not the power of each 

type of representative is fully equivalent, that the Legislature 

intended the authority to make health care decisions to concern 

matters more closely related to health care. The authority to 

make health care decisions may devolve upon not only agents 

carefully selected in advance, but also on surrogates the 

principal chooses in emergency situations or even those the 

health care provider chooses itself. Because the statute gives 

both agents and as-needed surrogates authority to make health 

care decisions, that authority, when exercised pursuant to a 

power of attorney such as Logan’s, is not best understood as 

§ 3.04.) Initially, then, the law simply allowed patients to 

designate or disqualify surrogates, but did not set forth a process 

for how next of kin might be selected for this role. (Former 

§§ 4711, 4715.) 
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Opinion of the Court by Jenkins, J.

23

relating to every possible aspect of a transaction with a skilled 

nursing facility, such as optional, separate agreements that do 

not affect health care or the selection of the facility.

11

B. Agency Law

Defendants, the facility owners and operators, contend 

Civil Code section 2319, part of our state’s law of agency, imbued 

Logan’s health care decisionmaking agent with authority to 

agree to arbitration. As noted above, where the Health Care 

Decisions Law “does not provide a rule governing agents under 

powers of attorney, the law of agency applies.” (§ 4688.) Since 

1872, section 2319 of the Civil Code has conferred an agent with 

authority “[t]o do everything necessary or proper and usual, in 

the ordinary course of business, for effecting the purpose of his 

agency.” (Civ. Code, § 2319, subd. (1).)

Defendants assert selecting arbitration for dispute 

resolution is a “proper and usual” act for someone otherwise 

empowered to make health care decisions and to contract with 

a health care provider. Civil Code section 2319, in defendants’ 

view, either provides guidance on the scope of “health care 

decisions” otherwise missing from the Health Care Decisions 

Law or counteracts any narrow construction of “health care 

11 We may consult other indicia of legislative intent, 

including legislative history or public policy, to derive a statute’s 

meaning if statutory language, read in context, “permits more 

than one reasonable interpretation.” (People v. Braden, supra, 

14 Cal.5th at p. 804.) Here, neither defendants nor their 

supporting amici curiae identify legislative history that casts 

doubt on our proposed construction of “health care decision.” 

Nor do their policy arguments about the general cost-savings 

benefits of arbitration convince us to “ ‘strain to discern (because 

we are not free to impose)’ ” a different meaning. (Bernard v.

Foley (2006) 39 Cal.4th 794, 814.)
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Opinion of the Court by Jenkins, J.

24

decision” otherwise inherent in that law or Logan’s power of 

attorney. Harrod disagrees, asserting there are no gaps in the 

Health Care Decisions Law and there is nothing about an 

optional, separate arbitration agreement that effectuates the 

purpose of health care decisionmaking and Harrod’s agency. 

Harrod’s view is closer to the mark.

Civil Code section 2319 embodies the notion of implied 

authority — that an agent expressly granted a specific power 

should have sufficient authority to effectuate it. (See Madden v.

Kaiser Foundation Hospitals (1976) 17 Cal.3d 699, 706

(Madden) Robbins v. Pacific Eastern Corp. (1937) 8 Cal.2d 241,

285.) This rule is a longstanding feature of agency law. (Story, 

Commentaries on the Law of Agency, as a Branch of Commercial 

and Maritime Jurisprudence, with Occasional Illustrations 

From the Civil and Foreign Law (8th ed., 1874) § 58, p. 71 (Story 

on Agency); Reynolds, Bowstead & Reynolds on Agency (17th ed. 

2001) ¶¶ 3–018, 3–019, p. 102; 1 Mechem, A Treatise on the Law 

of Agency (2d ed. 1914) § 715, p. 502; Rest.3d Agency, § 2.02, 

com. d and reporter’s note d.) The assumption is “the principal 

does not wish to authorize what cannot be achieved if necessary 

steps are not taken by the agent, and that the principal’s 

manifestation often will not specify all steps necessary to 

translate it into action.” (Rest.3d Agency, § 2.02, com. d.) 

The nature of the task delegated in a power of attorney 

itself provides a limit on the powers to be implied. An agent 

operating under a power of attorney may not “go beyond it nor 

beside it, though it is competent for [the agent] to perform all 

such subordinate acts as are usually incident to or necessary to 

effectuate the object expressed. In order to bind the principal in 

such case, it must appear that the act done by the agent was in 

the exercise of the power delegated, and within its limits.” 
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Opinion of the Court by Jenkins, J.

25

(Blum v. Robertson, supra, 24 Cal. at p. 140.) Put another way, 

an implied power “must be within the ultimate objective of the 

principal . . . .’ ” (Garber v. Prudential Ins. Co. (1962) 203

Cal.App.2d 693, 701–702, quoting Rest.2d Agency, § 229, com. 

B, p. 508.) The question is “whether the agent was engaged 

strictly in an endeavor to bring about a result for which his 

services were engaged.” (Garber, at p. 703.) “[G]eneral words

in powers of attorney are always limited by the express purposes

of the power” such that we have said if an agency may be “fully

performed without” an unenumerated power, that power will

not be viewed as within the agent’s purview. (Palomo v. State

Bar (1984) 36 Cal.3d 785, 794 & fn. 5.) To be implied, a power

would have to be “in pursuit of ‘the said services’ ” identified in

the power of attorney. (Ibid.)

In Madden, a case defendants view as dispositive to our 

agency analysis, we addressed the intersection of implied 

agency, contracting for medical services, and arbitration. We 

asked “whether an agent or representative, contracting for 

medical services on behalf of a group of employees, has implied 

authority to agree to arbitration of malpractice claims of 

enrolled employees arising under the contract.” (Madden, 

supra, 17 Cal.3d at p. 702.) We first noted that the Government 

Code authorized a state retirement board “to negotiate contracts 

for group medical plans for state employees” (id. at p. 705) and 

required inclusion of “a grievance procedure to protect the rights 

of the employees” (id. at p. 704). We concluded the board acted 

as the agent of employees when negotiating contract terms 

within the scope of its authority. (Id. at pp. 705–706; see Gov. 

Code, § 22793 [empowering the board to contract for health 

benefit plans].) Thus, the board could, under Civil Code section 

2319, agree to things “proper and usual” to further that purpose. 
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Opinion of the Court by Jenkins, J.

26

(Madden, at p. 706.) We then held that arbitration is a “ ‘proper 

and usual’ means of resolving malpractice disputes” and that 

the board, as an agent “empowered to negotiate a group medical 

contract” for the state employees, could agree to an arbitration 

clause. (Id. at p. 706.)

Madden is distinguishable.

12 There, a state board had 

express power, pursuant to statute, to “negotiate contracts for 

group medical plans” that included a “grievance procedure.” 

Therefore, the state board, under agency law, could adopt proper 

and usual means in pursuit of this contracting authority, 

including choosing proper and usual terms for dispute 

resolution, such as arbitration. In contrast to the statutory 

grant of authority in Madden, the grant of power to Harrod in 

this case, under a power of attorney for health care, did not 

mention the power to broadly negotiate contracts or select a 

12 Nor does the case Madden draws upon in explaining its 

result, Doyle v. Giuliucci (1965) 62 Cal.2d 606, assist 

defendants. (See Madden, supra, 17 Cal.3d at p. 708.) Doyle

concluded that a parent’s power to enter into a contract for 

medical services on behalf of a child allows the parent to bind 

the child to an arbitration provision included within that 

contract. (Doyle, at pp. 607, 610.) No one contends that the 

nephew-uncle relationship between Harrod and Logan is akin to 

the parent-child relationship in Doyle, or that it implicates the 

“right and duty” of parents, codified by statute, “to provide for 

the care of [their] child.” (Doyle, at p. 610, citing Civil Code, 

former § 196, and Penal Code, § 270; see Fam. Code, § 3900.) 

Doyle did not evaluate the meaning of a “health care decision” 

that could be made by an agent, surrogate, or conservator, 

absent such a special familial relationship. Nothing we say here 

addresses whether any particular familial relationship would 

itself convey authority to agree to arbitration with a skilled 

nursing facility.
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Opinion of the Court by Jenkins, J.

27

dispute resolution method. Rather, it merely granted Harrod 

the authority to make “health care decisions.” 

If, under Madden, selecting arbitration as a contract term 

serves the purpose of statutorily authorized contract 

negotiation, choosing a dispute resolution method does not 

similarly serve the purpose of making “health care decisions”

when that choice is contained in a side agreement with no 

impact on health care or who administers it. The authority to 

make health care decisions — here, the authority to obtain 

skilled nursing care — could be “fully performed” without 

reference to that side agreement. (Palomo v. State Bar, supra,

36 Cal.3d at p. 794 & fn. 5.) And accepting or rejecting that side 

agreement could not be said to be “in pursuit of” (ibid.) or to

“effectuate” (Blum v. Robertson, supra, 24 Cal. at p. 140) a 

health care decision. “The power” bestowed upon an agent “is to 

be construed with reference to the subject-matter, and all the 

words used in conferring it . . . .” (Beckman v. Wilson (1882) 61 

Cal. 335, 336.) Thus, to the extent general agency principles 

might aid us here in divining the scope of a health care decision 

(see § 4688), we employ them consistently with what we have 

gleaned from examining the Health Care Decisions Law and 

Logan’s power of attorney on this subject. We remain mindful 

that the Legislature, and in turn Logan, contemplated a “health 

care decision” would concern personal decisions such as provider 

and treatment selection. 

Despite the different grants of authority at issue in 

Madden and in cases involving the Health Care Decisions Law, 

several Courts of Appeal have read Madden as supporting

defendants’ position that the power to make health care 

decisions, under the law and powers of attorney invoking it, does 

include the power to enter optional, separate arbitration 
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28

agreements with health care providers. (Garrison v. Superior 

Court, supra, 132 Cal.App.4th at p. 267; Hogan v. Country Villa 

Health Services, supra, 148 Cal.App.4th at p. 267.) But having 

reviewed the deep-seated agency principles governing implied 

powers under powers of attorney and the Madden decision, and 

having recognized the difference between the power to contract 

delegated in Madden and the power to make health care 

decisions delegated here, these Courts of Appeal appear to have 

taken Madden farther than it and the law of agency should go

in this context.

13 (See Logan v. Country Oaks Partners, LLC, 

13 Garrison, and Hogan after it, cite other provisions of the 

Health Care Decisions Law to support the result they reach, 

noting a “combined effect” with the implied agency principles of 

Civil Code section 2319. (Garrison, supra, 132 Cal.App.4th at 

pp. 265–267; Hogan, supra, 148 Cal.App.4th at pp. 265–267.) 

But those other provisions do not bear on whether an agreement 

to arbitrate is a health care decision. Probate Code section 4683, 

subdivision (a), merely states an agent for health care decisions 

may make them “to the same extent the principal could make” 

them. This offers no definition of the critical term. Subdivision 

(b) of that section allows an agent under a power of attorney for 

health care to make decisions “that may be effective after 

death.” But this, too, offers no guidance. Arbitration is hardly 

best categorized as a decision effective after death. After all, an 

agent would typically agree to arbitrate health care disputes 

while the principal is still alive and in need of care, an 

arbitration over health care might well take place while the 

principal is still alive, and, as discussed (at p. 12, ante), under 

the Health Care Decisions Law, these post-death decisions are 

categorized separately from health care decisions and are 

exemplified by approving organ donation, autopsies, disposition 

of remains, and records releases — not matters such as 

arbitration. Finally, Probate Code section 4684, in requiring an 

agent to “make . . . health care decision[s] in accordance with a 

principal’s individual health care instructions” or known wishes, 
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Opinion of the Court by Jenkins, J.

29

supra, 82 Cal.App.5th at p. 373 [“The holding in Madden is 

inapplicable” as “[t]here is nothing . . . ‘necessary or proper and 

usual’ about signing an optional arbitration agreement ‘for 

effecting the purpose of [the] agency,’ i.e., placing [the principal] 

into a skilled nursing facility”]; cf. Young v. Horizon West, Inc.

(2013) 220 Cal.App.4th 1122, 1129 [“to the extent” Garrison

broadly interpreted “health care decision” as including an 

arbitration decision, “we disagree with its conclusion”].) We 

therefore cannot, and do not, equate all agreements between a

patient and a health care facility, regardless of their 

circumstances and their relation to obtaining health care, with 

health care decisions.

14 

Having considered the meaning of a “health care decision” 

within Logan’s power of attorney, in light of the Health Care 

or otherwise, “in accordance with the agent’s determination of 

the principal’s best interest,” likewise does not resolve the 

matter. It states how health care decisions should be made, not 

what they encompass.

14 Hogan, supra, 148 Cal.App.4th at p. 267, is correct that 

Health and Safety Code section 1599.81, which prohibits 

arbitration agreements from being a precondition to facility 

admission, plainly contemplates that patients and long-term 

health care facilities will enter into arbitration agreements. (Cf. 

42 C.F.R. § 483.70(n) [imposing a similar rule on facilities 

participating in Medicare and Medicaid].) Although section 

1599.81 suggests the Legislature views arbitration agreements 

as permissible in this context, it does not suggest the Legislature 

viewed these arbitration agreements as health care decisions or 

as effectuating such decisions, especially when presented as 

unnecessary to a patient’s admission. Nor does the statute tell 

us who the Legislature thought should have authority to agree 

to arbitration. The statute and related federal regulations show, 

if anything, a view of arbitration agreements as distinct from 

decisions critical to receiving health care.
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Opinion of the Court by Jenkins, J.

30

Decisions Law and the Probate Code, we conclude that the most 

reasonable construction of that term excludes the optional, 

separate arbitration agreement with defendants. Resort to 

agency law bolsters, rather than undermines, this conclusion.15

15 In doing so, we align California with the published 

opinions of numerous other state courts that — after reviewing 

powers of attorney formed under state statutes akin to the 

Health Care Decisions Law — conclude an agreement to 

arbitrate, particularly when optional and separate, is not a 

health care decision within an agent’s power. (Coleman v.

United Health Services of Ga. (Ga.Ct.App. 2018) 812 S.E.2d 24,

26; Parker v. Symphony of Evanston Healthcare, LLC

(Ill.App.Ct. 2023) 220 N.E.3d 455, 463; Ping v. Beverly Enters.

(Ky. 2012) 376 S.W.3d 581, 592, 594; Johnson v. Kindred

Healthcare, Inc., supra, 2 N.E.3d at pp. 851–859; Dickerson v.

Longoria (Md. 2010) 995 A.2d 721, 731, 736–739; Primmer v.

Healthcare Indus. Corp. (Ohio Ct.App. 2015) 43 N.E.3d 788, 789,

795; Williams v. Smyrna Residential, LLC (Tenn., Feb. 16, 2024,

M2021-00927-SC-R11-CV) __ S.E.2d __ [2024 Tenn. LEXIS 44,

at *18]; Tex. Cityview Care Ctr., L.P. v. Fryer (Tex.Ct.App. 2007)

227 S.W.3d 345, 349, 352–353; Miller v. Life Care Ctrs. of Am.,

Inc. (Wyo. 2020) 478 P.3d 164, 166–167, 172–173; cf. Koricic v.

Beverly Enters.– Neb., Inc. (Neb. 2009) 773 N.W.2d 145, 151

[agent with authority arising from practice of signing medical

documents was not empowered to execute optional arbitration

agreement]; Arredondo v. SNH SE Ashley River Tenant, LLC

(S.C. 2021) 856 S.E.2d 550, 557–558 [optional arbitration

agreement was not “necessary” to making health care decisions];

Lujan v. Life Care Centers of Am. (Colo.Ct.App. 2009) 222 P.3d

970, 973 [statutory surrogate for health care decisions could not

agree to optional arbitration]; Blankfeld v. Richmond Health

Care, Inc. (Fla.Dist.Ct.App. 2005) 902 So.2d 296 [same];

Mississippi Care Ctr. of Greenville, LLC v. Hinyub (Miss. 2008)

975 So. 2d 211, 218 [same]; Gayle v Regeis Care Ctr., LLC

(N.Y.App.Div. 2021) 191 A.D.3d 598, 599–600 [same]; State ex

rel. AMFM, LLC v. King (W.Va. 2013) 740 S.E.2d 66, 72 [same].) 

One published opinion appears to take the opposite approach to
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31

C. Kindred

Defendants argue if we interpret, as we have, the term 

“health care decision” in Logan’s power of attorney to exclude 

the decision to accept an optional, separate arbitration 

agreement, that decision would so disfavor arbitration as to 

violate the Federal Arbitration Act (FAA) (9 U.S.C. § 1 et seq.) 

and, in particular, the high court’s decision in Kindred Nursing 

Centers. L.P. v. Clark (2017) 581 U.S. 246, 250 (Kindred).) We 

disagree.

powers of attorney and optional arbitration agreements.

(Moffett v. Life Care Ctrs. of Am. (Colo.Ct.App. 2008) 187 P.3d

1140, 1141–1142, 1147 [concluding the holder of a medical

durable power of attorney may, in selecting a long-term health

care facility, execute “applicable admissions forms” including an

optional arbitration agreement, but also noting that holder had

powers under a general power of attorney, and both powers of

attorney, which were not in the record, would need to be

reviewed on remand to see if they curtailed arbitration

authority], affirmed on other ground in Moffett v. Life Care Ctrs.

of America (Colo. 2009) 219 P.3d 1068, 1071 [declining to reach

“whether a person holding a medical durable power of attorney

is authorized to sign an arbitration agreement on behalf of an

incapacitated patient”].) A few others have reached a different

result based on powers of attorney with broader or different

language. (E.g., Ingram v. Chateau (Mo. 2019) 586 S.W.3d 772,

776 [because a voluntary arbitration agreement “was presented

in connection with Ingram’s admission to Brook Chateau, there

was no reason for Hall to doubt she had the authority to sign it

on Ingram’s behalf as part of her express ‘full authority’ ” under

a power of attorney to “move” Ingram into a residential care

facility].) 

Ultimately, the majority view better aligns with Logan’s

power of attorney, the arbitration agreement here, and

California’s Health Care Decisions Law and its law of agency.
HARROD v. COUNTRY OAKS PARTNERS, LLC

Opinion of the Court by Jenkins, J.

32

Congress enacted the FAA “in response to judicial hostility 

to arbitration. Section 2 of the statute, by making arbitration 

agreements ‘valid, irrevocable, and enforceable, save upon such 

grounds as exist at law or in equity for the revocation of any 

contract,’ ” establishes an “ ‘an equal-treatment principle: A 

court may invalidate an arbitration agreement based on 

“generally applicable contract defenses” like fraud or 

unconscionability, but not on legal rules that “apply only to 

arbitration or that derive their meaning from the fact that an 

agreement to arbitrate is at issue.” ’ ” (Viking River Cruises, Inc. 

v. Moriana (2022) 596 U.S. 639, 649–650, quoting 9 U. S. C., § 2, 

and Kindred, supra, 581 U.S. at p. 251.) When the FAA 

applies — that is, when the contracting parties are sufficiently 

involved in interstate commerce (see Allied-Bruce Terminix Cos. 

v. Dobson (1995) 513 U.S. 265) — the FAA “preempts any state 

rule discriminating on its face against arbitration” and 

“displaces any rule that covertly accomplishes the same 

objective by disfavoring contracts that (oh so coincidentally) 

have the defining features of arbitration agreements.” (Kindred, 

at p. 251.)

In Kindred, Kentucky’s Supreme Court had invalidated 

two agent-signed arbitration agreements — in one instance, 

where a power of attorney was plainly broad enough to give the 

agent the power to sign, and in another instance, where this was 

not so. (Kindred, supra, 581 U.S. at p. 250.) Regarding the 

broader power of attorney, the state court held “an agent could 

deprive her principal of an ‘adjudication by judge or jury’ only if 

the power of attorney ‘expressly so provide[d],’ ” which it had 

not. (Ibid.) In so holding, the state court emphasized the 

“sacred,” “inviolate” nature of the jury-trial right. (Id. at p. 252.) 

The high court held that the FAA preempted this “clear-
HARROD v. COUNTRY OAKS PARTNERS, LLC

Opinion of the Court by Jenkins, J.

33

statement rule.” (Kindred, supra, 581 U.S. at pp. 251–254.) 

This rule, the high court reasoned, “hing[ed] on the primary 

characteristic of an arbitration agreement — namely, a waiver 

of the right to go to court and receive a jury trial.” (Id. at p. 252.) 

The high court found it telling that no other Kentucky court had 

identified any other “ ‘fundamental constitutional rights’ held by 

a principal” that, to be waived, required an explicit grant of 

authority in a power of attorney. (Id. at p. 253.) As for the 

Kentucky Supreme Court’s conjecture that its clear-statement 

rule might require a principal’s explicit authorizations for an 

agent to intrude on certain other fundamental rights — such as 

by waiving a right to worship freely, or by arranging a 

principal’s marriage or binding the principal to servitude — the 

high court called such examples “patently objectionable and 

utterly fanciful.” (Id. at p. 253.) It concluded that placing the 

choice to arbitrate alongside these other decisions evidenced an 

impermissible “ ‘hostility to arbitration’ ” because of its nature. 

(Id. at p. 254.) Accordingly, the high court reversed the 

Kentucky Supreme Court as to the broad power of attorney and 

ordered arbitration. Regarding the narrower power of attorney,

however, the high court remanded, reasoning that if the 

interpretation of the narrower power of attorney was “wholly 

independent of the . . . clear-statement rule, then nothing we 

have said disturbs it.”

16 (Kindred, supra, 581 U.S. at p. 256.) 

Assuming the FAA applies here, Kindred does not 

“disturb” our conclusions regarding the scope of a health care 

16 On remand, the Kentucky Supreme Court determined the 

clear-statement rule had played no role in its decision and left 

its previous decision, denying arbitration, in place. (Kindred 

Nursing Centers L.P. v. Wellner (Ky. 2017) 533 S.W.3d 189, 194.)
HARROD v. COUNTRY OAKS PARTNERS, LLC

Opinion of the Court by Jenkins, J.

34

agent’s powers. For instance, we have not revisited the holding 

in Madden, supra, 17 Cal.3d at page 706, that arbitration, if 

agreed to, is a “ ‘proper and usual’ means of resolving 

malpractice disputes.” A principal or any properly authorized 

agent may, under Madden, agree to arbitration. What we 

conclude is that a “health care decision,” under our Health Care 

Decisions Law and Logan’s power of attorney for health care, 

excludes an optional, separate agreement that does not 

accomplish health care objectives. This outcome does not 

emerge from or reflect hostility towards arbitration. Nor does it 

depend on a clear-statement rule. Rather, it derives from the 

scope of the health care decisionmaking power Logan granted to 

Harrod — as determined from generally applicable legal 

principles — and the conclusion that agreeing to an optional, 

separate arbitration agreement with a skilled nursing facility is 

not a health care decision. (See Garcia v. KND Development 52, 

LLC (2020) 58 Cal.App.5th 736, 747 [discussing Kindred’s 

inapplicability when court relied on “generally applicable law”].) 

Logan himself could have agreed to arbitration, whether before 

or after any dispute arose. Likewise, any agent of Logan 

operating under a broader power of attorney, whether that 

power of attorney contained a clear statement of the power to 

agree to arbitration or utilized more general language 

encompassing that power, might have bound Logan to arbitrate. 

Logan’s power of attorney here, however, did not make Harrod 

such an agent.
HARROD v. COUNTRY OAKS PARTNERS, LLC

Opinion of the Court by Jenkins, J.

35

III. DISPOSITION

We affirm the judgment of the Court of Appeal.17

JENKINS, J.

We Concur:

GUERRERO, C. J.

CORRIGAN, J.

LIU, J.

KRUGER, J.

GROBAN, J.

EVANS, J.

17 We disapprove Garrison v. Superior Court, supra, 132 

Cal.App.4th 253 and Hogan v. Country Villa Health Services, 

supra, 148 Cal.App.4th 259 to the extent they are inconsistent 

with this opinion.
See next page for addresses and telephone numbers for counsel who 

argued in Supreme Court.

Name of Opinion Harrod v. Country Oaks Partners, LLC

__________________________________________________________ 

Procedural Posture (see XX below)

Original Appeal

Original Proceeding

Review Granted (published) XX 82 Cal.App.5th 365 

Review Granted (unpublished) 

Rehearing Granted

__________________________________________________________ 

Opinion No. S276545

Date Filed: March 28, 2024

__________________________________________________________ 

Court: Superior

County: Los Angeles

Judge: Monica Bachner

__________________________________________________________ 

Counsel:

Cole Pedroza, Kenneth R. Pedroza, Cassidy C. Davenport; Buchalter, 

Harry W.R. Chamberlain II, Robert M. Dato; Sun Mar Management 

Services, Trent Evans, Kevin Khachatryan, Julieta Y. Echeverria and 

Brittany A. Ortiz for Defendants and Appellants.

Tucker Ellis and Traci L. Shafroth for California Medical Association, 

California Dental Association and California Hospital Association as 

Amici Curiae on behalf of Defendants and Appellants.

Hooper, Lundy & Bookman, Mark E. Reagan and Jeffrey Lin for 

California Association of Health Facilities as Amicus Curiae on behalf 

of Defendants and Appellants.

Carroll, Kelly, Trotter & Franzen, David P. Pruett; and Fred J. 

Hiestand for the Association of Southern California Defense Counsel 

and the Civil Justice Association of California as Amici Curiae on 

behalf of Defendants and Appellants.
Lanzone Morgan, Ayman R. Mourad, Alexander S. Rynerson, Suzanne 

M. Voas; BraunHagey & Borden, Matthew Borden and Kory J. 

DeClark for Plaintiff and Respondent. 

Stiller Law Firm and Ari J. Stiller for Consumer Attorneys of 

California, Compassion & Choices, American Association for Justice 

and Public Justice as Amici Curiae on behalf of Plaintiff and

Respondent.

William Alvarado Rivera; and Eric M. Carlson for AARP, AARP 

Foundation, Justice in Aging, California Advocates for Nursing Home 

Reform, California Long-Term Care Ombudsman Association and The 

National Consumer Voice for Quality Long-Term Care as Amici Curiae 

on behalf of Plaintiff and Respondent.
Counsel who argued in Supreme Court (not intended for 

publication with opinion): 

Harry W.R. Chamberlain II

Buchalter, A Professional Corporation

1000 Wilshire Boulevard, Suite 1500

Los Angeles, CA 90017

(213) 891-5115

Mark E. Reagan

Hooper, Lundy & Bookman, P.C.

44 Montgomery Street, Suite 3500

San Francisco, CA 94104

(415) 875-8501

Matthew Borden

BraunHagey & Borden LLP

351 California Street, 10th Floor

San Francisco, CA 94104

(415) 599-0210