Belnap v Salt Lake Regional Medical Center, L.P. et al.

Center, its putative parent company and several doctors appealed the denial in part of their motion to compel arbitration. The panel affirmed in part, reversed in part and remanded. It reversed as to Center holding that Belnap and Center clearly and unmistakably agreed to have the arbitrator determine which of Belnap’s claims were arbitrable by adopting the JAMS rules into their contact as the default rules and those rules assign arbitrability to the arbitrator. It noted other circuits have reached the same conclusion when JAMS rules are incorporated by reference and that AAA rules have also been held to assign arbitrability to the arbitrator and the district court thus erred in denying the motion as to Center. It rejected Belnap’s argument that the “whole groundless” approach of determining, after deciding the arbitrator is to decide arbitrability, if the assertion of arbitrability is wholly groundless and refusing to send groundless claims to arbitration as this approach is inconsistent with united states supreme court approval of arbitration clauses that assign arbitrability issues to arbitrators, inconsistent with circuit dicta and the rule of determining who decides arbitrability before turning to merits issues, and has been rejected by the clear majority of circuits to resolve the issue. It held that under Utah law, the other defendants are not entitled to arbitration as they are not signatories to the contract with the arbitration clause, the putative parent company’s proposed parent-subsidiary estoppel theory has no basis in Utah law and thus would not be adopted by the Utah supreme court and agents are not allowed to invoke a contractual term of the principal, here center, for the agents own benefit and thus doctors and other individual defendants cannot enforce the arbitration provisions.