Appeals from the United States District Court for the
Southern District of Florida D.C. Docket No.
JILL PRYOR and BRANCH, Circuit Judges, and REEVES, [*] District Judge.
providers filed several class action lawsuits against managed
care insurance companies, including CIGNA Healthcare, Inc.
("CIGNA"). These actions alleged that the insurers
improperly processed and rejected certain physicians'
claims for payment. The actions were consolidated into
Multidistrict Litigation ("MDL") before the United
States District Court for the Southern District of Florida.
The class and CIGNA reached a settlement after extensive
litigation and the district court subsequently approved the
parties' Settlement Agreement.
the settlement, Managed Care Advisory Group, LLC
("MCAG"), acting on behalf of class members,
entered into an arbitration agreement with CIGNA in an
attempt to resolve a dispute over a portion of the settlement
funds. The Settlement Agreement did not provide for
arbitration and MCAG was not a party to it. Instead, MCAG
claimed to represent class members who were parties to the
Settlement Agreement. The arbitrator summonsed the settlement
claims administrator and independent review entities
("IREs") to appear for a
live hearing and video conference and to bring with them
certain documents. MCAG filed a motion to enforce the
arbitral summonses in the district court approximately three
years after it had closed all proceedings involving the MDL.
CIGNA responded to MCAG's motion to enforce the arbitral
summonses with a motion to strike the summonses. The district
court referred the matter to a magistrate judge who denied
CIGNA's motion and granted MCAG's request to enforce
the summonses. CIGNA and the summonsed parties appealed the
magistrate judge's decision to the district court and, at
the district court's suggestion, CIGNA filed a motion to
enforce the settlement and compel an accounting.
district court affirmed the magistrate judge's decision,
enforcing the arbitral summonses, but denied CIGNA's
motion to enforce the Settlement Agreement and compel an
accounting stating, "[t]he Arbitrator shall be allowed
to arbitrate the claims in the manner he sees fit."
After careful review of the record and with the benefit of
oral argument, we reverse enforcement of the arbitral
summonses. Additionally, we reverse and remand the denial of
the motion to enforce the Settlement Agreement and compel an
accounting to the extent that it relates to a portion of
settlement funds previously paid.
providers filed several class actions against managed care
insurance companies, including CIGNA, starting in 1999. The
matters were consolidated into an MDL proceeding in the
United States District Court for the Southern District of
Florida in April 2000. MCAG was not a party, class member, or
class counsel in any of the lawsuits consolidated into the
MDL, nor was it a party to the MDL itself. The parties later
moved for preliminary approval of a settlement, and the
district court granted their request.
district court approved the settlement on January 30, 2004,
following a class action fairness hearing. The court noted,
however, that it retained jurisdiction for "all matters
relating to  the interpretation, administration, and
consummation of the Agreement . . . ." The settlement
included monetary relief to the class members as well as the
ability to either (1) participate in a $30,000,000 fund that
would be distributed to class members or (2) seek recovery
from an uncapped fund for claims that were previously denied
or reduced. As relevant to this appeal, "Category
Two" claims sought recovery from the uncapped fund. To
seek compensation for Category Two claims, the class members
would submit their claims to the settlement administrator,
who would forward them to CIGNA upon verification that the
claim was accompanied by sufficient supporting documents. If
CIGNA determined that a claim was not payable, it would be
reviewed by the independent settlement administrator or the
IRE (collectively, "the Reviewers"), depending on
the reason for the denial. After evaluating these claims, the
Reviewers would make a final, independent decision regarding
whether the claims should be paid.
member Texas Children's Pediatric Associates
("TCPA") moved for enforcement of the settlement on
July 14, 2005, asserting that CIGNA obstructed the process
for Category Two claims, causing the Reviewers to improperly
process claims. TCPA requested in the motion for enforcement
of the settlement that the district court direct CIGNA to pay
its claims. However, TCPA subsequently withdrew its motion on
November 16, 2005, noting that MCAG and CIGNA agreed to
binding arbitration of the matter.
notice of withdrawal indicated that the parties agreed that
the district court "should, consistent with the
Settlement Agreement, Final Judgment and the Arbitration
Agreement, retain jurisdiction over the parties and this
matter for purposes of confirming, modifying and/or vacating
that Arbitration Award (as well as any pre-Award decisions)
in accordance with the FAA [Federal Arbitration Act]."
However, the Settlement Agreement did not require arbitration
and did not have an arbitration provision. Instead, the
arbitration agreement between CIGNA and MCAG was separate and
apart from the Settlement Agreement, to which MCAG was not a
party. The Reviewers were not parties to the binding
arbitration and the arbitration agreement was solely between
MCAG and CIGNA.
the arbitration, the arbitrator required CIGNA to allow
reprocessing of certain claims; however, problems supposedly
arose. The arbitrator issued non-party summonses to the
following third parties requiring them to participate in the
arbitration hearing: (1) Epiq, the settlement administrator;
(2) David Garcia, a project director at Epiq; (3) Neil
Manning, an ex-employee of Epiq; (4) IMEDECS/Millennium
Healthcare Consulting, Inc., the IRE; and (5) Mary Falbo, the
IRE's founder and CEO (collectively, "the summonsed
summonses directed the summonsed parties to appear by video.
Some also required the summonsed parties to produce
documents. Federal district courts where the summonsed
parties were located issued corresponding subpoenas. Upon
receipt, however, the summonsed parties objected to the
summonses and indicated they would not comply without an
order compelling them to do so. On September 2, 2016, MCAG
moved the district court to enforce the arbitration summonses
pursuant to 9 U.S.C. § 7. CIGNA then moved to strike
MCAG's motion to enforce the summonses. IMEDECS,
Millennium Healthcare Consulting, Inc., and Falbo
(collectively, "IMEDECS") filed a response in
opposition to the motion to enforce. Epiq, Garcia, and
Manning (collectively, "Epiq") also filed a
separate response in opposition.
magistrate judge held a hearing and concluded the court had
jurisdiction to enforce the arbitration summonses because the
district court judge "appointed the arbitrator and he
reserved jurisdiction to enforce the settlement agreement and
the parties agreed, in the arbitration agreement, . . . to
the jurisdiction of the Court." The magistrate judge
ruled directly on the pending motions by granting MCAG's
motion to enforce, while denying CIGNA's motion to
strike. CIGNA, Epiq, and IMEDECS challenged the magistrate
district court held a status conference, and CIGNA
subsequently moved to enforce the Settlement Agreement and
compel an accounting as suggested by the district court.
CIGNA alleged MCAG mismanaged settlement funds totaling over
$25 million, which CIGNA had paid to MCAG for the benefit of
the class members. CIGNA made two types of payments to MCAG.
First, prior to arbitration, CIGNA paid a total of
approximately $11 million to MCAG for class members'
claims that were not the subject of arbitration. Second,
during arbitration, CIGNA paid an additional $14 million for
class members' Category Two claims. CIGNA paid these
funds to MCAG solely for distribution to class members as
required by the Settlement Agreement.
district court affirmed the magistrate judge's order
granting MCAG's motion to enforce the arbitral summonses
and denied CIGNA's motion to enforce the Settlement
Agreement and compel an accounting. It noted that "[t]he
Arbitrator shall be allowed to arbitrate the claims in the
manner he sees fit."
Epiq, and IMEDECS appeal the district court order. Epiq and
IMEDECS challenge the district court's order enforcing
the arbitral summonses. CIGNA appeals the district
court's denial of its motion to enforce the Settlement
Agreement and compel an accounting.
conceded during oral argument that: (1) it had not
distributed all of the funds CIGNA paid before the
arbitration for claims that were not the subject of the
arbitration (despite MCAG's previous assertion that it
had distributed all of these funds); (2) it had not
distributed any of the settlement money paid by CIGNA for
Category Two claims since the arbitration commenced; and (3)
only approximately $4.5 million remains of the settlement
proceeds CIGNA paid to MCAG for class members' Category
Two claims. Additionally, MCAG conceded that it was obligated
to pay the class members shortly after receiving payment from
oral arguments, this Court issued a jurisdictional question
asking the parties to respond to two inquiries: (1) whether
the district court order enforcing the arbitration summonses
was a final order, particularly in light of the fact that the
order enforced summonses against third parties and is
apparently a post-judgment order; and (2) whether the
district court's order denying CIGNA's motion to
enforce the Settlement Agreement and to compel an accounting
was final in light of the district court's reasoning that
CIGNA's claims would instead be handled by the
arbitrator. CIGNA, Epiq, and IMEDECS responded that the
orders were final and appealable, while MCAG contended the
orders were not final and appealable.
STANDARDS OF REVIEW
district court's decision regarding personal jurisdiction
is reviewed de novo. Louis Vuitton Malletier,
S.A. v. Mosseri, 736 F.3d 1339, 1350 (11th Cir. 2013).
Additionally, a district court's decision that it has
subject matter jurisdiction to hear a motion to enforce
arbitral summonses is also reviewed de novo. Doe
v. Fed. Aviation Admin., 432 F.3d 1259, 1261 (11th Cir.
2005). This Court has not explicitly established a standard
of review for a district court's enforcement of arbitral
summonses. However, whether an agency had authority to issue
an administrative subpoena and a district court's
interpretation and application of a statute are reviewed
de novo. United States v. Fla. Azalea
Specialists, 19 F.3d 620, 622 (11th Cir. 1994);
Alexander v. Hawk, 159 F.3d 1321, 1323 (11th Cir.
1998). Further, a district court's decision to enforce or
quash a subpoena is reviewed for abuse of discretion. In
re Hubbard, 803 F.3d 1298, 1307 (11th Cir. 2015). A
district court's decision to deny the equitable remedy of
accounting is also reviewed for abuse of discretion. Zaki
Kulaibee Establishment v. McFliker, 771 F.3d 1301, 1310
(11th Cir. 2014).
this Court reviews a district court's interpretation of a
settlement agreement de novo, and decisions
regarding motions to enforce settlements for abuse of
discretion. In re Managed Care, 756 F.3d 1222, 1232
(11th Cir. 2014); Resnick v. Uccello Immobilien GMBH,
Inc., 227 F.3d 1347, 1350 (11th Cir. 2000). "An
error of law is an abuse of discretion per se."
Resnick, 227 F.3d at 1350 (citing Alikhani v.
United States, 200 F.3d 732, 734 (11th Cir. 2000)).
Finality of the Order Enforcing Arbitral Summonses
district court's order enforcing the arbitral summonses
is a final and appealable order. The FAA allows an appeal
from "a final decision with respect to an arbitration
that is subject to this title." 9 U.S.C. §
16(a)(3). The Supreme Court has interpreted this section
according to the "well-developed and longstanding
meaning" of a "final decision." Green Tree
Fin. Corp.-Ala. v. Randolph, 531 U.S. 79, 86, 121 S.Ct.
513, 519, 148 L.Ed.2d 373 (2000). A final decision "ends
the litigation on the merits and leaves nothing more for the
court to do but execute the judgment." Id.
(internal quotation marks omitted).
arbitrator may summons an individual to attend the
arbitration as a witness. 9 U.S.C. § 7. But if the
individual who was summonsed to testify refuses to attend,
the aggrieved party may petition the United States district
court to compel the attendance of the individual refusing to
attend. Id. The district court must be in the
district where the arbitrator sits and may compel attendance
"in the same manner provided by law for securing the
attendance of witnesses . . . in the courts of the United
States." Id. Rule 45(b) of the Federal Rules of
Civil Procedure provides the manner of serving subpoenas
before the court and states that "[a] subpoena may be
served at any place within the United States."
district court's order enforcing the arbitration
summonses is a post-judgment order. Generally, a
post-judgment order is final if it disposes of all the issues
raised in the motion that initiated the post-judgment
proceedings. Mayer v. Wall St. Equity Grp., Inc.,
672 F.3d 1222, 1224 (11th Cir. 2012). However, there is
authority holding that interlocutory orders denying motions
to quash third-party subpoenas and post-judgment orders
compelling discovery are not appealable. Drummond Co. v.
Terrance P. Collingsworth, Conrad & Scherer, LLP,
816 F.3d 1319, 1322, 1325-27 ...