Can Arbitration be Compelled When an Individual/Entity is Not a Party to an Agreement to Arbitrate?
May 11, 2026
By: Patrick W. Daley and Stephen B. Stern
In Kyere v. Durand, 269 Md. App. 1 (2026), the Appellate Court of Maryland held that Dr. Sampson Kyere had to arbitrate his claims against LifeBridge Health, Inc. (“LifeBridge”), and Drs. Daniel Durand, Elizabeth Zadrielski, and Omar Zalatimo (collectively, the “Doctor Defendants” or “Appellees”), even though he did not enter into a specific agreement with the Doctor Defendants to arbitrate any disputes with them.
In Kyere, Dr. Kyere was employed by Sinai Hospital of Baltimore, Inc. (“Sinai” or the “Hospital”), a subsidiary of LifeBridge. His employment agreement with the Hospital incorporated by reference the “Standard Terms and Conditions Governing the Employment of Members of the Sinai Hospital Facility” (the “Standard Terms”). The Standard Terms included an alternative dispute resolution mechanism, which provided that “any controversy or claim arising out of a physician’s employment” “must be submitted to arbitration.” In connection with his employment, Dr. Kyere was granted medical privileges to practice medicine at the Hospital based on the recommendation of “Sinai Hospital Medical Staff Association, P.A.” (the “Medical Staff”). The Medical Staff “assume[d] overall responsibility for the quality of professional services provided by individuals with clinical privileges” at the Hospital and to “perform peer review and make recommendations” to Sinai’s Board of Directors regarding clinical privileges. The Medical Staff Bylaws provided that appointments are “made by the Board of Directors” of the Hospital and “evaluated in light of the needs of the Hospital.” The Bylaws also provided that the privileges could be terminated by “[t]he President of [Sinai] . . . without right of appeal, at any time or effective as of the discharge from the Hospital of the practitioner’s patient.”
Shortly after commencing employment with the Hospital, Dr. Kyere started experiencing some issues with this spine that affected his gait. Ultimately those issues were not resolved amicably and it led to Dr. Kyere filing a ten-count complaint against LifeBridge and the Doctor Defendants that included claims for discrimination, harassment, unlawful medical inquiry, constructive discharge, retaliation, tortious interference, and breach of contract, among other claims. Most of the counts were asserted against both LifeBridge and the Doctor Defendants, with the breach of contract claim being solely against LifeBridge and certain counts against LifeBridge and not all of the Doctor Defendants.
LifeBridge and the Doctor Defendants filed a motion to compel arbitration in response to the complaint. In opposition, Dr. Kyere argued that the Doctor Defendants were not parties to his employment agreement and they were not acting as agents of LifeBridge; rather, they were acting as members of Medical Staff, which was a separate entity from LifeBridge. The trial court granted the motion to compel, noting that the arbitration provision is a “broad clause” and, applying the “significant relationship test,” it found that the arbitration provision in Dr. Kyere’s contract applied to disputes “arising out of the doctor’s employment[,]” as opposed to something narrower such as disputes arising out of “this contract” or “this Letter Agreement.”
When conducting its analysis, the Appellate Court noted it must undertake a two-step process. First, it must decide whether an agreement to arbitrate exists. Second, if there is such an agreement, it must decide whether the “particular dispute falls within the scope of the arbitration agreement.” The court also noted that “[i]n the absence of an express arbitration agreement, no party may be compelled to submit to arbitration in contravention of its right to legal process.” The court further noted that, “[W]hen the language of an arbitration clause is unclear as to whether the subject matter of the dispute falls within the scope of the arbitration agreement, . . . the question of substantive arbitrability initially should be left to the decision of the arbitrator.”
In addressing the first issue, the Appellate Court explained that, although a valid agreement to arbitrate generally requires “the signature of both the party seeking to compel arbitration and the party against whom arbitration is sought[,]” “courts have permitted a non-signatory agent to enforce an arbitration agreement executed by its principal” “when the claims asserted against the agent ‘relate to the agent’s actions on behalf of the principal.’” The Appellate Court explained further that the doctrine of equitable estoppel permits a non-signatory to compel arbitration against a signatory in two specific instances. “First, a non-signatory may compel arbitration against a signatory who relies on the terms of the agreement containing the arbitration clause in asserting its claims, but simultaneously seeks to avoid the terms of the arbitration clause.” “Second, a non-signatory may compel arbitration ‘when the signatory to the contract containing [an] arbitration clause raises allegations of substantially interdependent and concerted misconduct by both the non[-]signatory and one of more of the signatories to the contract[.]”
The court then observed that the first step in its analysis (i.e., whether an agreement to arbitrate exists) substantially overlapped with the second step in its analysis, that being the scope of the arbitration provision, because the claims in this particular case were very much intertwined and predicated on the parties’ agency relationship and interdependent conduct. To this end, the court observed that Dr. Kyere alleged at “all relevant times” the “Appellees were employees of LifeBridge and members of the Medical Staff.” The court further found that Dr. Kyere’s allegations “concern allegations taken within Appellees’ capacity as members of the Medical Staff, while subject to and the control of Sinai and LifeBridge.” Although the Medical Staff was a distinct legal entity from Sinai and LifeBridge, the court also found that the Medical Staff “clearly [were] subject to the control of Sinai and LifeBridge[,” which was evidenced in part by several provisions of the Bylaws (some of which were described above). Ultimately, the Appellate Court held that “Appellees are covered under the terms of the arbitration clause in Dr. Kyere’s employment agreement because the claims against them are based on the acts they allegedly committed as employees and agents of LifeBridge within the agency relationship that exists between Medical Staff and LifeBridge.” The Appellate Court further held that the equitable estoppel framework also supported its conclusion that Appellees were covered by the arbitration clause because Dr. Kyere’s complaint was “saturated” with “allegations of substantially interdependent and concerted misconduct” between Appellees and LifeBridge, as the underlying premise of Dr. Kyere’s complaint was that “LifeBridge and Appellees worked together to harass, discriminate against, and intimidate him until he agreed to resign” in response to his request for a modified work schedule. And the court ultimately concluded that Dr. Kyere’s claims all fell within the scope of the arbitration clause, which applied to claims arising out of his employment.
The Appellate Court’s decision in Kyere is significant because it serves as an important reminder that arbitration provisions may be extended to other parties who are not signatories to the agreement to arbitrate and practitioners cannot assume arbitration may be avoided simply by naming individuals or entities that did not sign the contract. To this end, practitioners and litigants need to be mindful of potential agency relationships, such as those between corporations and their directors/officers, property managers and contractors acting on behalf of an owner, and franchisor/franchisee relationships, among numerous other relationships. Further, the manner in which claims are pled also could have a material impact on which forum the dispute will be litigated in. Complaints, for example, that broadly incorporate allegations across counts, allege conspiracy or coordinated conduct amongst defendants, and effectively blur distinctions between the defendants’ conduct may unintentionally strengthen a motion to compel arbitration. A more tailored pleading approach may preserve arguments against arbitration where appropriate or where the facts allow.