United States District Court, M.D. Florida
GREGORY A. PRESNELL, UNITED STATES DISTRICT JUDGE
matter comes before the Court without a hearing on the Motion
to Dismiss or, in the Alternative, to Compel Arbitration
(Doc. 25) filed by the Defendants, the response in opposition
(Doc. 30) filed by the Plaintiff, PatientPoint Royalty
Holdings, Inc. (henceforth, “PPRH”), and the
reply (Doc. 35) filed by the Defendants.
to the allegations of the Amended Complaint (Doc. 22), PPRH
is the successor in interest to PatientPoint, LLC
(“PatientPoint”), which in June 2015 sold all of
the stock of PatientPoint Coordinated Care Solutions, Inc.
(“PPCCS”) to Defendant HealthGrid Coordinated
Care Solutions, Inc. (“HealthGrid”) for 20, 000
shares of HealthGrid stock. (Doc. 22 at 2). The deal also
included a royalty agreement (the “Agreement”)
under which PatientPoint was to receive a share of
HealthGrid's future “Revenue” - a term
defined in the Agreement. (Doc. 22 at 14). PatientPoint
assigned its rights under the Agreement to another entity,
which immediately transferred those rights to PPRH. (Doc. 22
dispute has arisen between these parties regarding the
definition of Revenue and, by extension, the amount of
royalties to which PPRH is entitled. By way of the instant
suit, PPRH seeks a declaration that its interpretation of
that definition is correct. The Defendants contend that
PPRH's request for declaratory relief does not present an
actual case or controversy, and therefore this Court lacks
subject matter jurisdiction. In the alternative, the
Defendants argue that this matter must be referred to
Subject Matter Jurisdiction and Declaratory
Declaratory Judgment Act, 28 U.S.C. § 2201(a), provides
that, “[i]n a case of actual controversy within its
jurisdiction ... any court of the United States ... may
declare the rights and other legal relations of any
interested party seeking such declaration, whether or not
further relief is or could be sought.” The Declaratory
Judgment Act does not confer subject matter jurisdiction on
the court; any request for such a judgment must still satisfy
Article III of the Constitution, which limits the judicial
power to “cases” and “controversies.”
To do so, the underlying dispute must be “definite and
concrete, touching the legal relations of parties having
adverse legal interests.” Aetna Life Ins. Co. v.
Haworth, 300 U.S. 227, 240-241, (1937). It must also be
“real and substantial” and “admi[t] of
specific relief through a decree of a conclusive character,
as distinguished from an opinion advising what the law would
be upon a hypothetical state of facts.” Id. at
The difference between an abstract question and a
‘controversy' contemplated by the Declaratory
Judgment Act is necessarily one of degree, and it would be
difficult, if it would be possible, to fashion a precise test
for determining in every case whether there is such a
controversy. Basically, the question in each case is whether
the facts alleged, under all the circumstances, show that
there is a substantial controversy, between parties having
adverse legal interests, of sufficient immediacy and reality
to warrant the issuance of a declaratory judgment.
Maryland Cas. Co. v. Pac. Coal & Oil Co., 312
U.S. 270, 273, 61 S.Ct. 510, 512, 85 L.Ed. 826 (1941).
Attacks on subject matter jurisdiction under Fed.R.Civ.P.
12(b)(1) come in two forms. “Facial attacks” on
the complaint “require[ ] the court merely to look and
see if [the] plaintiff has sufficiently alleged a basis of
subject matter jurisdiction, and the allegations in his
complaint are taken as true for the purposes of the
motion.” Menchaca v. Chrysler Credit Corp.,
613 F.2d 507, 511 (5th Cir.), cert. denied, 449 U.S. 953, 101
S.Ct. 358, 66 L.Ed.2d 217 (1980) (citing Mortensen v.
First Fed. Sav. & Loan Ass'n, 549 F.2d 884, 891
(3d Cir.1977)). “Factual attacks, ” on the other
hand, challenge “the existence of subject matter
jurisdiction in fact, irrespective of the pleadings, and
matters outside the pleadings, such as testimony and
affidavits, are considered.” Id.
Lawrence v. Dunbar, 919 F.2d 1525, 1529 (11th Cir.
Federal Arbitration Act (“FAA”), 9 U.S.C.
§§ 1-14, provides that arbitration agreements
“shall be valid, irrevocable, and enforceable, save
upon such grounds as exist at law or in equity for the
revocation of any contract.” 9 U.S.C. § 2. The FAA
was designed to overrule “the judiciary's
long-standing refusal to enforce agreements to
arbitrate.” Dean Witter Reynolds Inc. v. Byrd,
470 U.S. 213, 219-20 (1985). It reflects “an emphatic
federal policy in favor of arbitral dispute
resolution.” KPMG LLC v. Cocchi, 565 U.S 111,
111 (2011) (per curiam).
does not require parties to arbitrate when they have not
agreed to do so or prevent parties who do agree to arbitrate
from excluding certain claims for the scope of their
arbitration agreement; it simply requires courts to enforce
privately negotiated agreements to arbitrate, in accordance
with their terms. Volt Information Sciences, Inc. v.
Board of Trustees of Leland Stanford Junior Univ., 489
U.S. 468, 478, 109 S.Ct. 1248, 1255, 103 L.Ed.2d 488 (1989).
To determine whether an agreement to arbitrate governs a
particular dispute, the court interprets the agreement as it
would any other contract. Multi-Financial Securities
Corp. v. King, 386 F.3d 1364, 1367 (11th Cir. 2004).
But, unlike other contracts, any ...