United States District Court, S.D. Florida
ORDER GRANTING MOTION TO DISMISS
L. ROSENBERG UNITED STATES DISTRICT JUDGE
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.
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.
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
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
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.
Standard of review
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
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
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).
Count II: Declaratory Relief
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.
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,