Background
Joe Bryan brought claims against THI of South Carolina at Charleston, LLC, doing business as Riverside Health and Rehab (the Facility), a nursing home in Charleston County. At the time of Bryan’s admission to the Facility, he signed documents that included both an Admission Agreement and a separate Arbitration Agreement. When Bryan later sued the Facility, it moved to compel arbitration based on the Arbitration Agreement. The circuit court denied the motion. The Facility appealed, arguing that the denial was error.
This case was decided the same day as Vaughn v. Saint Matthews Healthcare, LLC (Op. No. 2026-UP-260) by the same three-judge panel, and applies the same legal framework from Estate of Solesbee by Bayne v. Fundamental Clinical and Operational Services, LLC, 438 S.C. 638, 885 S.E.2d 144 (Ct. App. 2023), to the merger question at the threshold of nursing home arbitration disputes.
The Court’s Holding
The Court of Appeals affirmed the denial of the motion to compel arbitration. The court held that the Admission Agreement and the Arbitration Agreement did not merge, applying the four-factor test from Solesbee, as refined in Hodge v. UniHealth Post-Acute Care of Bamberg, LLC, 422 S.C. 544, 813 S.E.2d 292 (Ct. App. 2018), and Coleman v. Mariner Health Care, Inc., 407 S.C. 346, 755 S.E.2d 450 (2014). The four factors each pointed against merger: (1) the Admission Agreement was governed by South Carolina law, while the Arbitration Agreement was governed by federal law; (2) each document was separately labeled, numbered, and contained its own signature page; (3) the Arbitration Agreement expressly recognized the two documents as separate, stating that it “shall survive any termination or breach of this Agreement or the Admission Agreement”; and (4) signing the Arbitration Agreement was not a precondition to admission.
Because the no-merger holding was “a controlling consideration” in whether the Arbitration Agreement could bind Bryan at all, the court declined under Futch v. McAllister Towing of Georgetown, Inc., 335 S.C. 598, 518 S.E.2d 591 (1999), to reach any remaining arguments, including the Facility’s equitable estoppel theory. Under Solesbee and Coleman, equitable estoppel as a basis for compelling arbitration also falls when the agreements are not merged instruments.
Key Takeaways
- The four-factor Solesbee merger test—different governing law, separate pagination and signature pages, survival clause, and signing not a precondition to admission—is now consistently applied by the South Carolina Court of Appeals across multiple nursing home arbitration cases and facilities.
- Equitable estoppel cannot be used to compel arbitration when the admission and arbitration agreements are found to be separate, non-merged documents; the estoppel theory is derivative of and dependent on a merger finding.
- A no-merger ruling is dispositive: the appellate court need not reach unconscionability, consideration, authority, or other defenses once it finds the arbitration clause is not part of the integrated admission contract.
- Facilities that structure their arbitration packages with these four characteristics will face consistent denial of motions to compel, absent a successful challenge to the Solesbee framework itself or a different document structure.
Why It Matters
Bryan v. THI of South Carolina is a companion to the same day’s decision in Vaughn v. Saint Matthews Healthcare. Together, the two cases confirm that the Solesbee merger analysis is being applied uniformly across different facilities, different patients, and different underlying fact patterns. Decided by the same panel on the same day, they send a clear signal: the structure of the arbitration package—not just the identity of the signatory—determines enforceability at the threshold stage.
The practical import for South Carolina long-term care facilities is significant. Facilities whose agreements are structured in the standard manner described in Solesbee (separate governing law, separate signature pages, survival clause, voluntary signing) will routinely lose motions to compel arbitration under the merger analysis. To reach arbitration, facilities would need to either restructure their admission packages to eliminate the factors pointing against merger—a course that carries its own risks under Coleman and Hodge—or successfully distinguish these cases at the trial level and seek further review. For plaintiffs’ counsel, these twin decisions provide a reliable road map for defeating motions to compel arbitration in the nursing home context without having to litigate unconscionability or consideration—which are more fact-intensive and contested.