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Columna, Inc. v. Aetna Health, Inc.

United States District Court, S.D. Florida

September 11, 2019

COLUMNA, INC., Plaintiff,
AETNA HEALTH, INC., Defendant.



         This matter is before the Court on Defendant's Motion to Dismiss, filed on June 13, 2019. Mot., DE 8. The Motion has been fully briefed. See Pl. Resp., DE 10; Def. Reply, DE 16. The Court also had the benefit of oral argument on August 14, 2019. DE 18.

         I. Background

          Plaintiff Columna Inc. filed this case on April 16, 2019, alleging eight different causes of action against Defendant Aetna Health, Inc. DE 1. Columna is “a medical provider that specializes in orthopedic spine surgery” to treat “neck and back pain, sciatica/nerve compression, spinal cord compression, scoliosis, and spinal fractures.” Id. at 2. “Aetna provides health care insurance, administration and/or benefits to insureds or plan participants pursuant to a variety of health care benefits plans” including both private health insurance plans and ERISA-based health plans. See Id. at 1. Columna is “an out-of-network provider for Defendant's Plans, meaning that Plaintiff does not contract with Defendant or participate in any of Defendant's provider networks.” Id. at 3. Columna alleges that it provided medically necessary spine surgery to patients with health plans either insured or administered by Aetna. See Id. at 5-8.

         After treating these Aetna-covered patients, Columna alleges that it was not fully compensated for its services. See Id. at 6. Columna alleges that Aetna is liable for this under- or non-payment of medical bills for Columna's Aetna-covered patients. See Id. In short, this case is about whether Aetna Health wrongfully refused to pay Columna for medical services provided to Aetna members and whether Aetna wrongfully interfered with Plaintiff's relationships with its patients/Aetna's members. See id.

         In Count I, Columna alleges a claim to recover benefits for services rendered to patients under the Employment Retirement Security Act (“ERISA”). Id. at 9-10. Count II seeks a declaratory judgment clarifying Columna's rights and responsibilities under the terms of Aetna's ERISA-based health plans. Id. at 10-11. In Count III, Columna alleges Aetna breached its contract with Columna, as the assignee of Aetna's members, based on Aetna's non-ERISA health plans. Id. at 11-12. Count IV also alleges a breach of contract, but instead is based on Columna's theory that it is a third-party beneficiary to their patients' contracts with Aetna. See Id. at 12-13. Count V alleges a claim for unjust enrichment (contract implied in law). Id. at 13. Count VI alleges a claim for quantum meruit (contract implied in fact). Id. at 15. Count VII alleges a claim for promissory estoppel. Id. at 17. Finally, Count VIII alleges a claim for tortious interference. Id. at 18.

         Through its Motion to Dismiss, Defendant Aetna Health, Inc. has moved to dismiss Count II and Counts IV-VIII. See Mot., DE 8, 1. Defendant did not move to dismiss Counts I or III. See id.

         II. Standard of review

         “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.'” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). See Fed. R. Civ. P. 8(a)(2) (requiring “a short and plain statement of the claim showing that the pleader is entitled to relief”). Although this pleading standard “does not require ‘detailed factual allegations,' . . . it demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation.” Id. (alteration added) (quoting Twombly, 550 U.S. at 555). Pleadings must contain “more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do, ” Twombly, 550 U.S. at 555 (citation omitted), and must provide sufficient facts to “give the defendant fair notice of what the … claim is and the grounds upon which it rests, ” id. Indeed, “only a complaint that states a plausible claim for relief survives a motion to dismiss.” Iqbal, 556 U.S. at 679 (citing Twombly, 550 U.S. at 556). To meet this “plausibility standard, ” a plaintiff must “plead[] factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. at 678 (alteration added) (citing Twombly, 550 U.S. at 556).

         At the motion to dismiss stage, the “plaintiff's factual allegations are accepted as true. . . . However, conclusory allegations, unwarranted factual deductions or legal conclusions masquerading as facts will not prevent dismissal.” Davila v. Delta Air Lines, Inc., 326 F.3d 1183, 1185 (11th Cir. 2003).

         III. Discussion

          A. Count II: Declaratory Relief

         Count II of the Complaint seeks a “declaratory judgment clarifying the parties' rights and obligations under Defendant's ERISA Plans.” Compl., DE 1, 10-11. Defendant argues this count must be dismissed, because there is not a substantial controversy warranting declaratory judgment. Mot., DE 8, 5. In addition, Defendant argues Count II is duplicative of Count I. Id. at 6.

         “The Declaratory Judgment Act grants federal courts the discretion to ‘declare the rights and other legal relations of any interested party seeking such declaration.'” First Mercury Ins. Co. v. Excellent Computing Distributors, Inc., 648 Fed.Appx. 861, 865 (11th Cir. 2016) (quoting 28 U.S.C. § 2201(a)). “Since its inception, the Declaratory Judgment Act has been understood to confer on federal courts unique and substantial discretion in deciding whether to declare the rights of litigants.” Smith v. Casey, 741 F.3d 1236, 1244 (11th Cir. 2014) (quoting Wilton v. Seven Falls Co., 515 U.S 277, 286 (1995)). “Based on the facts alleged, there must be a substantial, continuing controversy between two adverse parties. … [I]n order for this Court to have jurisdiction to issue a declaratory judgment, ...

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