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UnitedHealthcare of Florida, Inc. v. American Renal Associates Holdings, Inc.

United States District Court, S.D. Florida

May 8, 2017

UNITEDHEALTHCARE OF FLORIDA, INC. and ALL SAVERS INSURANCE COMPANY, Plaintiffs,
v.
AMERICAN RENAL ASSOCIATES HOLDINGS, INC., et al, Defendants.

          OPINION AND ORDER

          KENNETH A. MARRA United States District Judge.

         This cause is before the Court upon Defendant American Renal Associates Holdings, Inc.'s Motion to Dismiss (DE 40). The Motion is fully briefed and ripe for review. The Court has carefully considered the Motion and is otherwise fully advised in the premises.

         I. Background

         Plaintiffs UnitedHealthcare of Florida ("UHC") and All Savers Insurance Company ('ASI") (collectively, "Plaintiffs") have brought this nine-count Second Amended Complaint (SAC, DE 161) against Defendants American Renal Associates Holdings, Inc. ("ARAH"), American Renal Associates, LLC ("ARA") and American Renal Management LLC ("ARM") (collectively, "Defendants"). Plaintiffs assert claims for a violation of the Florida Deceptive and Unfair Trade Practices Act ("FDUTPA"), Florida Statute 501.201 etseq. against all Defendants (count one); fraud against ARA and ARM (count two); negligent misrepresentation and omission against ARA and ARM (count three); unjust enrichment against ARA, ARAH and ARM (count four); tortious interference with contract against ARA and ARM (count five); aiding and abetting fraud against ARAH (count six); civil conspiracy against ARA, ARAH and ARM (count seven); vicarious liability against ARA and ARAH (count eight) and request for declaratory relief against ARA, ARAH and ARM (count nine).

         Defendant ARAH moves to dismiss for lack of personal jurisdiction and failure to state a claim upon which relief can be granted. In support, ARAH has submitted the affidavit of its chief financial officer, Jonathan Wilcox, to controvert the personal jurisdiction allegations made in the SAC. Based on this evidence, ARAH asserts that it has no contacts in Florida that permit the exercise of personal jurisdiction under the Florida long-arm statute. Furthermore, ARAH states that its relationship with ARA does not support personal jurisdiction over ARAH.

         Plaintiffs respond that the Wilcox affidavit is "riddled with misstatements" and fails to rebut Plaintiffs' prima facie case of jurisdiction. Plaintiffs assert that ARA operates as ARAH's agent, which attributes ARA's contacts with Florida to ARAH. Furthermore, Plaintiffs claim ARAH operates and carries on a business in Florida and has committed tortious acts in Florida.

         A. Underlying factual allegations

         According to the SAC, Plaintiff UHC insures and administers health insurance plans offered in Florida and Plaintiff ASI insures and administers a health insurance plan offered in Ohio. (SAC ¶ ¶ 34-35.) ARAH is a national provider of kidney dialysis services for patients suffering from chronic kidney failure. (SAC ¶ 36.) ARA is owned by ARAH and operates free standing dialysis clinics throughout the country. (SAC ¶ 37.) ARM also operates and manages free-standing dialysis clinics throughout the country. (SAC ¶ 38.)

         Defendants allegedly have developed a scheme to obtain benefit payments from Plaintiffs for dialysis services rendered to patients with chronic kidney disease. (SAC ¶ 1.) In an effort to increase revenues and profits before a scheduled initial public offering of ARAH's stock, ARA and ARM personnel convinced patients in Florida and Ohio to abandon Medicaid or Medicare coverage and enroll in commercial plans offered by Plaintiffs through the health insurance exchanges established under the Patient Protection and Affordable Care Act ("ACA"). (SAC ¶ ¶ 3-4.)

         Medicaid and Medicare pay ARA a reimbursement rate of $300 or less for one session of dialysis services. In contrast, ARA can bill Plaintiffs at rates that are as much as twenty times the rates it would receive from either Medicaid or Medicare. (SAC ¶ 6.) ARA allegedly steered patients away from the government insurance plans which reimburse at a lower rate, into Plaintiffs' commercial plans which reimburse at a higher rate. The charges for the dialysis services performed were then submitted to Plaintiffs, since the patients were now Plaintiffs' insureds, rather than to Medicare or Medicaid, to whom the charges would have been submitted but for Defendants' alleged wrongful conduct. The charges were frequently more than $4, 000.00 per treatment for dialysis services. (SAC ¶ 7.) This caused Plaintiffs to make substantial payments it would not have otherwise made if the charges for services rendered to these insureds had continued to be submitted to Medicare or Medicaid. This allegedly resulted in Plaintiffs paying millions in benefits to ARA. (SAC ¶ ¶ 5, 16.)

         B. Personal jurisdiction allegations in SAC regarding ARAH

         The SAC alleges that ARAH owns and operates dialysis centers in this district and regularly transacts business in this district, has an office or agency in Florida, has committed a tortious act in Florida and has engaged in substantial activity in Florida. (SAC ¶ 41.) ARAH, ARA and ARM share the same managers and executives, share the same physical space and have the same website and telephone number. (SAC ¶ ¶ 45-52.) ARAH has represented to the Securities and Exchange Commission ("SEC") that it owns and operates dialysis centers in Florida and that ARA and ARAH are the same company. (SAC ¶ ¶ 54-55, 58-63, 67, 69, 71-75, 86-88.) ARAH has also made other public statements indicating that the business of ARA and ARAH is one company. (SAC ¶ ¶ 57, 65, 76-78.) ARA and ARM exist predominately to serve the financial goals of ARAH. (SAC ¶ 79.)

         C. ARAH's jurisdictional evidence

         ARAH is a publically traded company with its principal place of business in Beverly, Massachusetts. (Wilcox Aff 2, DE 40-1.) ARAH is a holding company for publically traded stock. (Id. at ¶ 4.) ARAH does not conduct any business in Florida. (Id. at ¶ 5.) It does not have an office, mailing address, telephone listing or bank account in Florida. (Id. at ¶ 6.) ARAH does not have any employees in Florida nor does it own property in Florida. (Id. at ¶ ¶ 7-8.) ARAH has no clients in Florida, earns no revenue in Florida and does not file tax returns in Florida. (Id. at ¶9.)

         ARAH does not own, operate, manage or oversee any dialysis centers in Florida nor does it provide any medical services in Florida. (Id. at ¶ 10.) The dialysis centers where the patients at issue received treatment are separate limited liability companies that are not wholly owned by ARAH or ARA. (Id. at ¶ 29.) Each dialysis center maintains its own post office box and bank account. (Id. at ¶ 30.) ARAH does not access those PO Boxes and all payments sent to those PO Boxes are deposited into each clinic's individual banking accounts. (Id. at ¶ 31.)

         ARAH has not submitted any insurance claims to UHC and it has not received any form of payment, reimbursement or remuneration from UHC. (Id. at ¶ ¶ 14, 17.) Likewise, ARAH did not supervise, direct, review, manage or oversee the submission of any insurance claims to United by ARA or any other ARA-affiliated entity. (Id. at ¶ ¶ 15-16.) In addition, ARAH has not placed any calls or sent any communications to UHC in Florida. (Id. at ¶ 18.)

         ARAH has not made any donations or financial contributions to AKF. (Id. at ¶ 23.) ARAH does not treat any dialysis patients nor does it communicate with any dialysis patients. (Id. at ¶ 12.) ARAH has not referred any patient to AKF nor has it assisted or instructed any patient to apply for any services offered by AKF. (Id. at ...


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