SEDUCTION COSMETIC CENTER CORP.

v.

VON DUNBAR

Third District Court of Appeal State of Florida Opinion filed January 15, 2025. Not final until disposition of timely filed motion for rehearing. ________________ No. 3D24-0326 Lower Tribunal No. 21-31046-CC-25 ________________ Seduction Cosmetic Center Corp., Appellant, vs. Von Dunbar, Appellee. An Appeal from a non-final order from the County Court for Miami- Dade County, Patricia Marino Pedraza, Judge. Lalchandani Simon, PL, and Kubs Lalchandani, and Daniel E. Davis, for appellant. Von Dunbar, in proper person. Before SCALES, MILLER, and GOODEN, JJ.

GOODEN, J.

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This case involves contract interpretation. We must determine whether the claim between the parties falls within the arbitration agreement. Based on the broad wording of the agreement, we find that an arbitrable issue exists.

I.

Von Dunbar sought to undergo several elective, cosmetic procedures at Seduction Cosmetic Center. In her surgical packet, she signed several documents which included two identical arbitration agreements. The agreements read as follows:

AGREEMENT TO ARBITRATE NON-MEDICAL

NEGLIGENCE CLAIMS

As a condition of obtaining services at the facilities of Seduction Cosmetic Center Corp. (the “Company”), you (“Patient”) hereby enter this Agreement to Arbitrate Non-Medical Negligence Claims (this “Agreement”) and hereby agree to the each of the following terms:

Article I: Agreement to Arbitrate

(a) Patient hereby agrees and understands that, except as specifically set forth in paragraph (b) below, any and all claims arising out of or related to the relationship between Company and Patient will be determined by submission to arbitration as provided by the Florida Arbitration Code, Chapter 682, Florida Statutes.

(b) Notwithstanding the foregoing, no “claim for medical negligence” as defined in § 766.106(1)(a), Fla. Stat., or any action to collect a fee from Patient, shall be subject to this Agreement.

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Article 2: All Claims Must Be Arbitrated. It is the intention of the parties that this Agreement bind all parties, including any spouse, children, or heirs of the Patient, whose claims may arise out of or relate to services provided by Company, its officers, directors, principals, employees, agents, affiliates, successors, estates, or assigns. The filing of any action in any court by Company or any agent, assign, or affiliate thereof, to collect any fee from Patient shall not waive the right to compel arbitration of any other claim subject to arbitration hereunder. . . .

Article⁴: General Provisions. All claims based upon the same incident, transaction or related circumstances shall be arbitrated in one proceeding. A claim shall be waived and forever barred if (1) on the date notice thereof is received, the claim, if asserted in a civil action, would be barred by the applicable Florida statute of limitations, or (2) the claimant fails to pursue the arbitration claim in accordance with the procedures prescribed herein with reasonable diligence. With respect to any matter not herein expressly provided for, the arbitrators shall be governed by the Florida Rules of Civil Procedure provisions relating to arbitration.

Article 5: Retroactive Effect. Patient agrees that any controversy, unless expressly excluded in this Agreement, arising out of or relating to any prior contractual or other relationship with Company, or services performed or to have been performed by Company, shall be submitted to binding arbitration. . . .

COMPANY AND PATIENT HEREBY GIVE UP THEIR

CONSTITUTIONAL RIGHT TO HAVE ANY DISPUTE UNDER

THIS AGREEMENT DECIDED IN A COURT OF LAW BEFORE

A JURY, AND INSTEAD ARE ACCEPTING THE USE OF

BINDING ARBITRATION.

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II.

Our review of an order denying arbitration is de novo. Duty Free World, Inc. v. Miami Perfume Junction, Inc., 253 So. 3d 689, 693 (Fla. 3d DCA 2018). See also Telemundo Media, LLC v. Mintz, 194 So. 3d 434, 435 (Fla. 3d DCA 2016) (“This Court reviews a trial court's interpretation of a contract de novo.”).

III.

“[T]here are three elements for courts to consider in ruling on a motion to compel arbitration of a given dispute: (1) whether a valid written agreement to arbitrate exists; (2) whether an arbitrable issue exists; and (3) whether the right to arbitration was waived.” Seifert v. U.S. Home Corp., 750 So. 2d 633, 636 (Fla. 1999). This case turns on the second factor. We must determine whether the dispute between the parties falls within the arbitration agreement. “Arbitration provisions are contractual in nature and remain a matter of contractual interpretation. The intent of the parties to a contract, as manifested in the plain language of the arbitration provision and contract itself, determines whether a dispute is subject to arbitration.” Jackson v. Shakespeare Found., Inc., 108 So. 3d 587, 593 (Fla. 2013) (internal citations omitted). “A natural corollary of this rule is that no party may be forced to

Id. (internal citations omitted). See, e.g., O’Keefe Architects, Inc. v. CED Constr. Partners, Ltd., 944 So. 2d 181, 188 (Fla. 2006) (“In this case, the

Ignoring Article 1’s broad arbitration clause and the significant relationship, the trial court focused on Article 2. It found that no services were provided because no surgery occurred. Therefore, it held that the arbitration clause was not triggered. However, this is a misreading of the contract. It focuses on an isolated word and does not give effect to the entire contract. See Antonin Scalia &

When the entirety of the agreement is examined, there are structural and textual clues which show that this agreement is not limited in that manner. As noted above, Article 1 contains a broad arbitration clause that applies to “any and all claims arising out of or related to the relationship between Company and Patient.” Further, Article 2 has the heading: “All Claims Must be Arbitrated.” Scalia & Garner, supra at 221 (“The . . . headings are permissible indicators of meaning.”). Article⁴ says, “all claims based upon the same incident, transaction or related circumstance shall be arbitrated in one proceeding.” Turning to Article 5, the agreement states: “Patient agrees that any controversy . . . arising out of or relating to any prior contractual or other relationship with the company . . . shall be submitted to

Without any textual analysis, the trial court too narrowly defined “services.” It found that the surgeries were the only services that fell within the agreement. This is not a fair reading. Ham v. Portfolio Recovery Assocs., LLC, 308 So. 3d 942, 947 (Fla. 2020). It would render the contract virtually meaningless. Scalia & Garner, supra at 31 (“A fundamental rule of textual interpretation is that neither a word nor a sentence may be given a meaning that it cannot bear.”); id. at 174 (“If possible, every word and every provision is to be given effect . . . . None should needlessly be given an interpretation that causes it . . . to have no consequence.”). It ignores what occurs at a clinic or doctor’s office. No reasonable reader would interpret it in that limited manner.

“Services” are much broader than that. See Black’s Law Dictionary 1643 (11th ed. 2019) (defining service as: “Labor performed in the interest or under the direction of others; specifically, the performance of some useful act or series of acts for the benefit of another, usually, for a fee . . . . In this sense, service denotes an intangible commodity in the form of human effort, such as labor, skill, or advice.”); Merriam-Webster Dictionary 456 (11th ed.

Our conclusion is supported by the other documents Dunbar executed in the surgery packet during this transaction. See Citicorp Real Estate, Inc. v. Ameripalms 6B GP, Inc., 633 So. 2d 47, 49 (Fla. 3d DCA 1994) (“The law is well established that two or more documents executed by the same parties, at or near the same time, and concerning the same transaction or subject matter are generally construed together as a single contract.”). For instance, the surgery contract provides: “This contract requires a fee of $500.00 USD . . . Any amount given by the patient under this contract will be used to cover services rendered to the patient for Initial Consultation with Trained Medical Experience Staff or Surgeon.” This necessarily contemplates that services were rendered during that consultation.