## Facts

- Olive Clark and Joe Wellner entered a Kentucky nursing facility operated by Kindred Nursing Centers Limited Partnership.
- Each resident executed a power of attorney appointing a family member as agent (Clark’s daughter; Wellner’s wife) with broad authority over the resident’s affairs.
- Acting under the powers of attorney, the agents signed admission documents that included agreements requiring binding arbitration for claims arising from the resident’s stay.
- After the residents died, their estates sued Kindred in Kentucky state court for negligence, wrongful death, and related claims, alleging deficient care.
- Kindred moved to compel arbitration based on the signed arbitration agreements.

## Issues

1. Whether the Federal Arbitration Act preempts a state-law rule requiring a power of attorney to expressly authorize an agent to enter an arbitration agreement before the agent can bind the principal.
2. Whether Kentucky’s “clear-statement rule,” framed as protection of access-to-courts and jury-trial rights, impermissibly discriminates against arbitration agreements.
3. What further proceedings are required where a state court’s construction of a power of attorney may have been influenced by anti-arbitration assumptions.

## Decision

- The Supreme Court held (7–1) that the FAA preempts Kentucky’s clear-statement rule because it subjects arbitration agreements to special, arbitration-specific burdens.
- The Court reversed in part, vacated in part, and remanded.
- As to Clark, because Kentucky had already found the power of attorney broad enough to authorize the agent to sign an arbitration agreement, the Court rejected the clear-statement rule and directed enforcement consistent with the FAA.
- As to Wellner, the Court vacated and remanded for reconsideration because it was unclear whether Kentucky’s construction of the power of attorney was affected by the same arbitration-disfavoring rule.
- Justice Thomas dissented, arguing the FAA should not apply in state courts.

## Legal Principles

- The FAA requires arbitration agreements to be treated on the same footing as other contracts; states may not impose rules that single out arbitration for disfavored treatment.
- A state rule is preempted if it applies only to arbitration agreements or derives its meaning from the fact that an arbitration agreement is at issue, even if the rule is phrased in ostensibly neutral terms (such as jury-trial waiver).
- States may apply generally applicable contract and agency doctrines to determine an agent’s authority under a power of attorney, but may not adopt interpretive presumptions or clear-statement requirements that functionally burden arbitration agreements alone.

## Conclusion

The Court invalidated Kentucky’s requirement that a power of attorney must expressly mention arbitration (or jury-trial waiver) before an agent may agree to arbitrate, holding that the FAA forbids state-law rules that treat arbitration agreements more harshly than other contracts; the case was remanded for application of neutral agency and contract principles.


Kindred Nursing Ctrs. Ltd. P’ship v. Clark, 581 U.S. 246 (2017)