Jo Ann Blackwell v. Mary Black Health System, LLC ( 2024 )

THE STATE OF SOUTH CAROLINA
In The Court of Appeals
Jo Ann Blackwell, Michelene Brooks, and Samuel H.
Owens, Jr., individually and on behalf of all others
similarly situated, Respondents,
v.
Mary Black Health System, LLC, d/b/a Mary Black
Memorial Hospital; CHSPSC, LLC; and Professional
Account Services, Inc., Appellants.
Appellate Case No. 2020-001613
Appeal From Spartanburg County
J. Mark Hayes, II, Circuit Court Judge
Opinion No. 6088
Heard March 4, 2024 – Filed September 18, 2024
AFFIRMED
James Lynn Werner and Katon Edwards Dawson, Jr.,
both of Parker Poe Adams & Bernstein, LLP, of
Columbia, for Appellants.
Rachel Gottlieb Peavy, of Simmons Law Firm, LLC, of
Columbia, for Respondents Michelene Brooks and
Samuel H. Owens, Jr.
John S. Simmons and Rachel Gottlieb Peavy, of
Simmons Law Firm, LLC, of Columbia; John Belton
White, Jr., Griffin Littlejohn Lynch, and Marghretta
Hagood Shisko, all of John B. White, Jr., P.A., of
Spartanburg; and Wes A. Kissinger, Thomas A. Killoren,
Jr., and Ryan Frederick McCarty, of Spartanburg, all for
Respondent Jo Ann Blackwell.
VINSON, J.: Mary Black Health System, LLC, d/b/a Mary Black Memorial
Hospital (Mary Black); CHSPSC, LLC; and Professional Account Services, Inc.
(PASI) (collectively, Providers) appeal the circuit court's denial of their motions to
dismiss the amended complaint of Jo Ann Blackwell, Michelene Brooks, and
Samuel Owens, Jr. (collectively, Insureds). Providers argue the circuit court erred
by denying their motions to dismiss when Owens's claims were barred by the
statute of limitations; Blackwell failed to state a claim for unjust enrichment and
could not enforce the agreement between MedCost, Blackwell's insurance carrier,
and Mary Black as a third-party beneficiary; Brooks's claims fell under the
Medicare Act, which required them to initially seek payment from applicable auto
or liability policy coverage; Brooks's and Owens's claims were barred by the
voluntary payment doctrine; and the complaint failed to state sufficient facts to
constitute a tortious interference with a contract claim or any viable cause of action
against PASI or CHSPSC. Providers also appeal the circuit court's denial of their
motion to stay the case and compel arbitration against Owens, arguing Owens's
claims must be resolved through arbitration because he was attempting to enforce
the agreement between Mary Black and CIGNA, Owens's insurance carrier. We
affirm.
FACTS AND PROCUDURAL HISTORY
In this case, Insureds received medical treatment at Mary Black for injuries they
sustained in automobile accidents. Insureds allege Providers sought payment for
their services by submitting medical bills to Insureds and asserting liens against
their third-party automobile accident claims instead of submitting medical bills to
Insureds' health insurance carriers.
Blackwell originally filed the complaint as a class action against Providers on
January 20, 2017. After obtaining leave from the circuit court, Blackwell amended
the complaint in April 2020 to add Owens and Brooks as plaintiffs.
Blackwell, who stated she had valid health insurance through MedCost at the time
of her accident, received treatment at Mary Black that resulted in $33,093.65 in
medical bills. She alleged Providers refused to submit the medical bills to
MedCost and instead sought collection by asserting liens against her potential
third-party automobile accident claim. Brooks alleged she had valid health
insurance through Medicare at the time that she received treatment at Mary Black,
and her treatment resulted in $9,982.44 in medical bills. Brooks further alleged
Providers asserted liens against her third-party automobile claim instead of turning
the medical bills over to Medicare for payment. Brooks stated Providers agreed to
settle Brooks's account if she paid fifty percent of the medical bills, or $4,991.22.
Brooks alleged Providers agreed to accept only the reduced payment after asserting
a lien against her third-party recovery in her personal injury case and reviewing the
settlement offer in that case. Similarly, Owens alleged he had valid health
insurance coverage through CIGNA when he received medical treatment at Mary
Black that resulted in a bill for $9,086.76. He alleged Providers refused to submit
his medical bills to CIGNA and agreed to settle for fifty percent of the original bill
after asserting a lien against his third-party recovery in his personal injury case and
reviewing the settlement offer in that case. All Insureds alleged their health
insurance carriers would have paid their medical bills had Providers submitted
those bills to their respective carriers.
Insureds' amended complaint included claims for tortious interference with a
contractual relationship, unjust enrichment, and injunctive relief. In their tortious
interference with a contractual relationship claim, Insureds alleged they had "a
valid business expectancy and/or contractual relationship" with their health
insurance carriers that Providers knew or should have known about. They alleged
Providers "intentionally and improperly inferred [sic] with and caused a disruption
of the business expectancies and/or contractual relationships" between Insureds
and their health insurance carriers. Insureds alleged Providers acted without
justification and caused damages to Insureds, who paid premiums for health
insurance but received no benefit. In their unjust enrichment cause of action,
Insureds alleged Providers were unjustly enriched when they received "the benefits
of proceeds to which they were not entitled" after billing Insureds for their medical
expenses instead of their health insurance carriers. They alleged payment should
have been made by the health insurance carriers and the amount paid should have
been determined by the contracts between the carriers and Providers.
Insureds' cause of action for injunctive relief alleged Providers were required to
send medical bills directly to the Insureds' health insurance carriers and to honor
the carriers' contractual discounts for Mary Black's services. They allege Providers
failed to honor the contractual discounts or its commitment to send Insureds' bills
to the health insurance carriers. Insureds stated Providers attempted to increase
their profit by seeking payment from Insureds directly despite the fact that they
were "precluded from seeking payment for covered services from [sources other
than Insureds' health insurance carriers]." Insureds requested the circuit court find
Providers violated the terms of Providers' agreements with the health insurance
carriers, declare the practice invalid and void as a matter of law, and enter a
permanent injunction enjoining Providers from continuing the practice.
In June 2020, Providers moved to dismiss the amended complaint or, in the
alternative, to stay the case and compel arbitration. Providers argued the amended
complaint failed to allege sufficient facts to constitute a tortious interference with
contractual relationship claim; Brooks's claims fell under the Medicare Act, which
required them to initially seek payment from any applicable auto or liability policy
coverage; Blackwell failed to state a claim for unjust enrichment and was barred
from enforcing the agreement between MedCost and Mary Black (the MedCost
Agreement) as a third-party beneficiary; Owens's claims were barred by the statute
of limitations; and Brooks's and Owens's claims were barred by the voluntary
payment doctrine.
In addition, Providers argued Owens's claims against CHSPSC must be resolved
through arbitration because he was attempting to enforce the agreement between
Mary Black and CIGNA (the CIGNA Agreement), which included an arbitration
clause. Section 6.2.1 of the CIGNA Agreement stated, in part,
Any disputes between the parties arising with respect to
the performance or interpretation of the Agreement shall
first be resolved in accordance with the dispute resolution
process outlined in the Administrative Guidelines. In the
event the dispute is not resolved through that process,
either party may request in writing that the parties
attempt in good faith to resolve the dispute promptly by
negotiation between designated representatives of the
parties who have authority to settle the dispute. If the
matter is not resolved within 60 days of a party's written
request for negotiation, either party may initiate
arbitration by providing written notice to the other party.
Section 6.2.2 of the CIGNA Agreement went on to state, in part, "Arbitration shall
be the exclusive remedy for the resolution of disputes arising under this
Agreement." Providers argued that if the circuit court found CHSPSC was a party
to the CIGNA Agreement, then Owens must arbitrate his claims pursuant to the
terms of the CIGNA Agreement because he intended to enforce the terms of the
agreement. Insureds filed a response in opposition to Providers' motions to
dismiss, and the circuit court heard the motions.
In September 2020, the circuit court issued an order denying Providers' Rule
12(b)(6) motions and their motion to compel arbitration against Owens. The
circuit court held the terms of the CIGNA Agreement did not obligate Owens to
participate in arbitration because he was not a party to the CIGNA Agreement.
The circuit court found the arbitration provision stated it did not apply to third
parties or "class" matters and, therefore, Owens was not required to arbitrate his
claims. The circuit court also noted the agreement was for three years but
contained a year-to-year renewal and found no decision could be made as to
whether the agreement was in effect based on the information provided.
As to Providers' Rule 12(b)(6), SCRCP, motions to dismiss, the circuit court found
the allegations included in the amended complaint were sufficient to state causes of
action against CHSPSC and PASI and there was no prohibition against referring to
Providers collectively. The circuit court found Insureds stated sufficient facts to
assert a claim for tortious interference with a contractual relationship in the
amended complaint because Insureds' allegations could reasonably be construed to
mean Providers' conduct resulted in a breach of the contract between Insureds and
their health insurance carriers. It also found Brooks's claims did not fail under the
Medicare Act. The circuit court stated it would have to go outside the amended
complaint to determine if Providers were required to seek payment from any
applicable liability coverage before seeking payment from Medicare and presume
facts not alleged in the amended complaint to find the at-fault driver in the
automobile accident had a valid insurance policy from which Providers could
collect. The circuit court also stated it could not accept the voluntary payment
doctrine as a defense at this stage of litigation when it was bound to accept
Insureds' theories of liability as fact in ruling on a Rule 12(b)(6) motion and
Insureds alleged Owens and Brooks were extorted to make the payments
involuntarily. The circuit court also found it could not dismiss Blackwell's claim
for unjust enrichment because a reasonable inference could be made that it would
be inequitable to allow Providers to be unjustly enriched by retaining "the benefits
of their wrongful billing practices while attempting to collect a higher amount from
[Insureds]."
Providers filed a motion to alter or amend the circuit court's ruling on the Rule
12(b)(6) motions and the motion to compel arbitration, which the circuit court
denied. This appeal followed.
STANDARD OF REVIEW
"The determination of whether a claim is subject to arbitration is subject to de novo
review." Aiken v. World Fin. Corp. of S.C., 373 S.C. 144, 148, 644 S.E.2d 705, 707
(2007). "Nevertheless, a circuit court's factual findings will not be reversed on
appeal if any evidence reasonably supports the findings." Id."Denials of Rule 12(b)(6) motions are not immediately appealable." Weaver v.
Brookdale Senior Living, Inc., 431 S.C. 223, 234, 847 S.E.2d 268, 274 (Ct. App.
2020).
LAW AND ANALYSIS
I. Arbitration
Providers argue the circuit court erred in failing to find Owens's claims were subject
to the arbitration provision in the CIGNA Agreement. They contend Owens's claims
must be arbitrated because they all involve his effort to enforce terms of the CIGNA
Agreement and to derive direct benefits from the agreement. Providers further assert
the circuit court erred in finding the language of the CIGNA Agreement stating
"either party may initiate arbitration by providing written notice to the other party"
renders the arbitration provision unenforceable because arbitration does not have to
be the exclusive remedy to be binding and enforceable. They also argue the
disclaimer of class arbitration and the bar to consolidating arbitrations with third
parties found in the CIGNA Agreement did not render the arbitration provision
unenforceable. We disagree.
"[T]he presumption in favor of arbitration applies to the scope of an arbitration
agreement; it does not apply to the existence of such an agreement or to the
identity of the parties who may be bound to such an agreement." Wilson v. Willis,
426 S.C. 326, 337, 827 S.E.2d 167, 173 (2019) (alteration in original) (quoting
Carr v. Main Carr Dev., LLC, 337 S.W.3d 489, 496 (Tex. App. 2011)).
"Moreover, because arbitration, while favored, exists solely by agreement of the
parties, a presumption against arbitration arises where the party resisting
arbitration is a nonsignatory to the written agreement to arbitrate." Id. at 337-38,
827 S.E.2d at 173. "[W]hen considered in the proper context, our statements that
the law 'favors' arbitration mean simply that courts must respect and enforce a
contractual provision to arbitrate as it respects and enforces all contractual
provisions. There is, however, no public policy—federal or state—'favoring'
arbitration." Palmetto Constr. Grp., LLC v. Restoration Specialists, LLC, 432 S.C.
633, 639, 856 S.E.2d 150, 153 (2021).
"South Carolina has recognized several theories that could bind nonsignatories to
arbitration agreements under general principles of contract and agency law,
including (1) incorporation by reference, (2) assumption, (3) agency, (4) veil
piercing/alter ego, and (5) estoppel." Wilson, 426 S.C. at 338, 827 S.E.2d at 174.
Equitable estoppel "estops a nonsigner from refusing to comply with an arbitration
provision of a contract if (1) the nonsigner's claim arises from the contractual
relationship, (2) the nonsigner has 'exploited' other parts of the contract by reaping
its benefits, and (3) the claim relies solely on the contract terms to impose
liability." Weaver, 431 S.C. at 230, 847 S.E.2d at 272.
In the arbitration context, the doctrine recognizes that a
party may be estopped from asserting that the lack of his
signature on a written contract precludes enforcement of
the contract's arbitration clause when he has consistently
maintained that other provisions of the same contract
should be enforced to benefit him.
Pearson v. Hilton Head Hosp., 400 S.C. 281, 290, 733 S.E.2d 597, 601 (Ct. App.
2012) (quoting Int'l Paper Co. v. Schwabedissen Maschinen & Anlagen GMBH,
206 F.3d 411, 418 (4th Cir. 2000)).
"[U]nder the [theory of equitable estoppel], a nonsignatory may be compelled to
arbitrate where the nonsignatory 'knowingly exploits' the benefits of an agreement
containing an arbitration clause, and receives benefits flowing directly from the
agreement." Wilson, 426 S.C. at 340-41, 827 S.E.2d at 175 (quoting Belzberg v.
Verus Invs. Holdings Inc., 999 N.E.2d 1130, 1134 (N.Y. 2013)). "A benefit is
direct if it flows directly from the agreement." Id. at 343, 827 S.E.2d at 176. "In
contrast, any benefit derived from an agreement is indirect where the nonsignatory
exploits the contractual relationship of the parties, but does not exploit (and
thereby assume) the agreement itself." Id. "Generally, these cases involve
non-signatories who, during the life of the contract, have embraced the contract
despite their non-signatory status but then, during litigation, attempt to repudiate
the arbitration clause in the contract." Pearson, 400 S.C. at 291, 733 S.E.2d at 602
(quoting E.I. DuPont de Nemours & Co. v. Rhone Poulenc Fiber & Resin
Intermediates, S.A.S., 269 F.3d 187, 200 (3d Cir. 2001)).
Initially, we hold the arbitration clause of the CIGNA Agreement is binding and
enforceable despite including language stating "either party may initiate
arbitration" because Providers enforced the clause when they filed a motion to
compel arbitration. See MailSource, LLC v. M.A. Bailey & Assocs., Inc., 356 S.C.
370, 377, 588 S.E.2d 639, 643 (Ct. App. 2003) (finding an arbitration clause was
elective and that "[e]ither party may demand arbitration of a dispute but neither is
required to do so").
However, we hold the circuit court did not err in denying Providers' motion to
compel arbitration against Owens under the theory of equitable estoppel. See
Wilson, 426 S.C. at 340-41, 827 S.E.2d at 175 ("[U]nder the [theory of equitable
estoppel], a nonsignatory may be compelled to arbitrate where the nonsignatory
'knowingly exploits' the benefits of an agreement containing an arbitration clause,
and receives benefits flowing directly from the agreement." (quoting Belzberg
Holdings Inc., 999 N.E.2d at 1134)); id. at 345, 827 S.E.2d at 177 ("Equitable
estoppel is, ultimately, a theory designed to prevent injustice, and it should be used
sparingly."); id. (stating "equitable estoppel should be used sparingly to compel
arbitration and noting it 'is more properly viewed as a shield to prevent injustice
rather than a sword to compel arbitration'" (quoting Hirsch v. Amper Fin. Servs.,
LLC, 71 A.3d 849, 852 (2013))). Unlike the third party in Pearson, Owens did not
benefit from the CIGNA Agreement and did not know about the agreement prior to
this litigation. See Pearson, 400 S.C. at 296-97, 733 S.E.2d at 605 (finding an
anesthesiologist was equitably estopped from asserting he was not bound by an
arbitration clause contained in a contract between a hospital and a medical
professional placement company when he was able to work at the hospital and
received payment for his work because of the contract and he knowingly accepted
the benefits of the contract); see also Wilson, 426 S.C. at 342, 827 S.E.2d at 176(finding nonsignatories were not bound by an arbitration clause in a contract under
the theory of equitable estoppel when they were not aware of the contract before
bringing their actions). Owens never alleged in the complaint that he received a
direct benefit from the CIGNA Agreement, and his claims for tortious interference
with a contract and unjust enrichment are not pled as arising from the CIGNA
Agreement. See Weaver, 431 S.C. at 230, 847 S.E.2d at 272 ("[E]quitable
estoppel . . . . estops a nonsigner from refusing to comply with an arbitration
provision of a contract if (1) the nonsigner's claim arises from the contractual
relationship, (2) the nonsigner has 'exploited' other parts of the contract by reaping
its benefits, and (3) the claim relies solely on the contract terms to impose
liability.").
Owens pled his tortious interference with a contract claim as arising out of his
agreement with CIGNA, which he argues Providers interfered with, not the
agreement between Mary Black and CIGNA. He alleges Providers "proximately
caused" the Insureds' damages because Providers' "actions resulted in [Insureds]
having paid premiums but receiving no or little benefit." Owens's tortious
interference with a contract claim does not arise solely from or have to be
determined in reference to the CIGNA Agreement; it arises out of tort law and
does not refer or relate to the CIGNA Agreement even if it would not have arisen
but for the agreement. See Wilson, 426 S.C. at 343, 827 S.E.2d at 176 ("When a
claim depends on the contract's existence and cannot stand independently—that is,
the alleged liability 'arises solely from the contract or must be determined by
reference to it'—equity prevents a person from avoiding the arbitration clause that
was part of that agreement." (quoting Jody James Farms, JV v. Altman Grp., Inc.,
547 S.W.3d 624, 637 (Tex. 2018))); id. ("'[W]hen the substance of the claim arises
from general obligations imposed by state law, including statutes, torts and other
common law duties, or federal law,' direct-benefits estoppel is not implicated even
if the claim refers to or relates to the contract or would not have arisen 'but for' the
contract's existence." (quoting Jody James Farms, JV, 547 S.W.3d at 637)).
Owens's unjust enrichment claim, (again, as pled) also does not rely on the CIGNA
Agreement. The amended complaint instead alleges Providers were unjustly
enriched because "they received and retained the benefits of proceeds to which
they were not entitled" and "[s]aid benefits were conferred on [Providers] by
[Insureds] and were unlawfully obtained to the detriment of [Insureds]." The
amended complaint further alleges "it would be unjust for [Providers] to retain
these funds because payment of the services provided should have come from the
health insurance of [Insureds], with the amount to be paid for services provided
determined by the [CIGNA Agreement]." Owens alleges it was unjust for
Providers to bill him for their medical services instead of CIGNA, his insurer.
Owens's unjust enrichment claim refers to the CIGNA Agreement, but the claim
does not rely upon or have to be determined by reference to the CIGNA
Agreement. See id. ("When a claim depends on the contract's existence and cannot
stand independently—that is, the alleged liability 'arises solely from the contract or
must be determined by reference to it'—equity prevents a person from avoiding the
arbitration clause that was part of that agreement." (quoting Jody James Farms, JV,
547 S.W.3d at 637)). The substance of Owens's unjust enrichment claim arises
from the common law, and the claim could be determined in reference to Owens's
insurance contract with CIGNA. See id. ("'[W]hen the substance of the claim
arises from general obligations imposed by state law, including statutes, torts and
other common law duties, or federal law,' direct-benefits estoppel is not implicated
even if the claim refers to or relates to the contract or would not have arisen 'but
for' the contract's existence." (quoting Jody James Farms, JV, 547 S.W.3d at 637)).
Although Owens's claim for injunctive relief does rely on the CIGNA Agreement
in that he requested that the circuit court find Providers violated the agreement by
billing him instead of CIGNA, the claim requests that the court enjoin Providers
from engaging in unlawful billing practices in the future, not any benefit for
Owens. We find the arbitration clause in the CIGNA Agreement should not apply
to Owens when two of the three claims alleged do not arise from the CIGNA
Agreement. Wilson, 426 S.C. at 342, 827 S.E.2d at 176 (finding a third party was
not bound by an arbitration clause in a contract when South Carolina law formed
the basis for most of their claims).
Additionally, even if Owens's claims arose from the CIGNA Agreement, we find
he would not be forced to arbitrate his claims because the agreement specifically
states the arbitration provision does not apply to class actions. See Park Regency,
LLC v. R & D Dev. of the Carolinas, LLC, 402 S.C. 401, 412-13, 741 S.E.2d 528,
534 (Ct. App. 2012) ("Where an agreement is clear and capable of legal
interpretation, the court's only function is to interpret its lawful meaning, discover
the intention of the parties as found within the agreement, and give effect to it.");
Heins v. Heins, 344 S.C. 146, 158, 543 S.E.2d 224, 230 (Ct. App. 2001) (stating
"the court must interpret contractual language in its natural and ordinary sense").
Section 6.2.2 of the CIGNA Agreement states "the arbitrator shall be without
power to conduct an arbitration on a class basis." Owens is a member of a putative
class, which could include other CIGNA insureds. Thus, we hold the language of
the arbitration provision, interpreted in its natural and ordinary sense, prevents
Owens from arbitrating his claims.
Based on the foregoing, we hold Owens is not bringing his claims as a third-party
beneficiary of the CIGNA Agreement but as a participant in the CIGNA insurance
plan seeking to receive the benefits of his contract with CIGNA. 1 Accordingly, we
hold the circuit court did not err in denying Providers' motion to compel arbitration
as to Owens, and we affirm the circuit court as to this issue.
II. Interlocutory Rulings
Even though such rulings are usually unpreserved, Providers argue this court
should review the circuit court's denial of their Rule 12(b)(6) motion because it is
reviewing the circuit court's denial of their motion to compel arbitration against
Owens, which was immediately appealable. We disagree.
1
We note that the CIGNA Agreement stated any dispute should be resolved
according to the Administrative Guidelines—which were not included in the
record—and through a process of negotiation before the parties could request
arbitration. The record does not include any indication Mary Black required
Owens to resolve the dispute under the Administrative Guidelines or through
negotiation before arguing he must arbitrate his claims pursuant to the CIGNA
Agreement.
We decline to review the denial of Providers' Rule 12(b)(6) motions because the
denials were interlocutory and are not immediately appealable. See Weaver, 431
S.C. at 234, 847 S.E.2d at 274 ("Denials of Rule 12(b)(6) motions are not
immediately appealable."). Although this court has reviewed interlocutory orders
when a motion to compel arbitration was before it, this court has also declined to
review the denial of Rule 12(b)(6) motions under such circumstances. See id.
(declining to address the denial of appellant's Rule 12(b)(6) motions when
affirming the circuit court's denial of a motion to compel arbitration and opining
the issues addressed in the Rule 12(b)(6) motions would benefit from further
factual development); cf. Cox v. Woodmen of World Ins. Co., 347 S.C. 460,
469-70, 556 S.E.2d 397, 402 (Ct. App. 2001) (considering the denial of a Rule
12(b)(8), SCRCP, motion to dismiss when the denial of a motion to compel
arbitration was already before the court). Here, the only immediately appealable
issue is the denial of Providers' motion to compel arbitration against Owens.
Further, we believe the issues raised by Providers' Rule 12(b)(6) motions would
benefit from further factual development. See Doe v. Marion, 373 S.C. 390, 395,
645 S.E.2d 245, 247 (2007) ("If the facts alleged and inferences reasonably
deducible therefrom, viewed in the light most favorable to the plaintiff, would
entitle the plaintiff to relief on any theory, then dismissal under Rule 12(b)(6) is
improper."). Accordingly, we decline to address the denial of Providers' Rule
12(b)(6) motions under these circumstances.
CONCLUSION
Based on the foregoing, the circuit court's denial of Providers' motion to compel
arbitration is
AFFIRMED.
HEWITT, J., concurs.
GEATHERS, J.: I respectfully depart from the decision reached by the majority.
I interpret the causes of action in the Amended Complaint to invoke the Providers'
contractual duties to the insurance carriers with which Insureds also had contracts.
"When a claim depends on the contract's existence and cannot stand independently—
that is, the alleged liability 'arises solely from the contract or must be determined by
reference to it'—equity prevents a person from avoiding the arbitration clause that
was part of that agreement." Wilson v. Willis, 426 S.C. 326, 343, 827 S.E.2d 167,
176 (2019) (quoting Jody James Farms, JV v. Altman Grp., Inc., 547 S.W.3d 624,
637 (Tex. 2018)). In other words,
[e]quitable estoppel precludes a party from asserting rights
"he otherwise would have had against another" when his
own conduct renders assertion of those rights contrary to
equity. In the arbitration context, the doctrine recognizes
that a party may be estopped from asserting that the lack
of his signature on a written contract precludes
enforcement of the contract's arbitration clause when he
has consistently maintained that other provisions of the
same contract should be enforced to benefit him. "To
allow [a plaintiff] to claim the benefit of the contract and
simultaneously avoid its burdens would both disregard
equity and contravene the purposes underlying enactment
of the [Federal] Arbitration Act."
Int'l Paper Co. v. Schwabedissen Maschinen & Anlagen GMBH, 206 F.3d 411, 417–
18 (4th Cir. 2000) (citations omitted) (first alteration in original) (first quoting First
Union Commercial Corp. v. Nelson, Mullins, Riley & Scarborough (In re Varat
Enters., Inc.), 81 F.3d 1310, 1317 (4th Cir. 1996); then quoting Avila Group, Inc. v.
Norma J. of California, 426 F. Supp. 537, 542 (S.D.N.Y. 1977)). Therefore, I would
reverse the circuit court's denial of Providers' respective motions to compel
arbitration.