United States District Court, S.D. Florida, Miami Division
ORDER GRANTING DEFENDANT'S MOTION TO
FEDERICO A. MORENO JUDGE
insurance benefit dispute, Plaintiff GVB MD d/b/a Miami Back
and Neck Specialists asserts six claims under Florida law for
breach of contract, unjust enrichment, quantum meruit,
promissory estoppel, and declaratory relief against Defendant
Aetna Health Inc. Specifically, Miami Back alleges it
provided medically necessary back procedures and treatments
to patients insured by Aetna, after Aetna verified the
procedures and treatments were covered by applicable health
insurance plans. Miami Back further claims that Aetna
subsequently failed to pay altogether, or in full, for the
procedures and treatments provided to Aetna's members.
filed a Motion to Dismiss (D.E. 7) asking the Court to
dismiss five counts of the Complaint on grounds that Miami
Back's claims are either preempted by the Employee
Retirement Insurance Security Act or the allegations
otherwise fail to state claims upon which relief can be
granted. Miami Back's Opposition insists that all of its
claims survive dismissal.
COURT has considered the Motion, the Opposition, the Reply,
the pertinent portions of the record, and being otherwise
fully advised in the premises, it is ADJUDGED that the Motion
to Dismiss is GRANTED.
Miami Back is an out-of-network medical provider that
specializes in minimally invasive orthopedic spine surgery,
and that treats patients with neck and back pain,
degenerative disc disease, nerve compression, spinal cord
compression, scoliosis, and spinal fractures.
case, Miami Back seeks reimbursement for medical services
provided to 10 of Defendant Aetna Health Inc.'s insured
members and health insurance plan subscribers (the
"Members"). The intake and admission process at
Miami Back requires that Members execute a written assignment
of benefits, which assigns to Miami Back the Members'
rights to receive benefits under applicable health insurance
plans. According to Miami Back, spinal surgeries and other
medical treatments were performed for Aetna's Members
only after Aetna confirmed the procedures were covered by
applicable insurance plans.
Aetna failed to reimburse Miami Back altogether, or in full,
for the treatments provided to the Members, Miami Back filed
a 6-count Complaint in the Eleventh Judicial Circuit in and
for Miami-Dade County. The Complaint asserts claims for
breach of contract, breach of a third-party beneficiary
contract, unjust enrichment, quantum meruit, promissory
estoppel, and declaratory relief. Aetna removed the case to
federal court and filed the underlying Motion to Dismiss.
pleading that states a claim for relief must contain ... a
short and plain statement of the claim showing that the
pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2). 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)). "A claim has facial plausibility when the
plaintiff pleads factual content that allows the court to
draw the reasonable inference that the defendant is liable
for the misconduct alleged." Id. (citing
Twombly, 550 U.S. at 556). "While legal conclusions can
provide the framework of a complaint, they must be supported
by factual allegations." Id. at 679. Detailed
factual allegations are not required, but a complaint must
offer more than "labels and conclusions" or "a
formulaic recitation of the elements of the cause of
action." Twombly, 550 U.S. at 555 (citation omitted).
The factual allegations must be enough to "raise a right
to relief above the speculative level." Id.
(citations omitted). Finally, at the motion to dismiss stage,
the Court must view the allegations in the complaint in the
light most favorable to the plaintiff and accept well-pleaded
facts as true. See St. Joseph's Hosp., Inc. v. Hosp.
Corp. of Am., 795 F.2d 948, 954 (1 lth Cir. 1986).
requests dismissal of Miami Back's claims for breach of
contract (Count 1), unjust enrichment (Count 3), quantum
meruit (Count 4), promissory estoppel (Count 5), and
declaratory judgment (Count 6). The Court addresses each count in
BREACH OF CONTRACT (COUNT 1)
Count 1, Miami Back alleges breach of contract under Florida
law. Aetna seeks dismissal of Count 1 on federal preemption
grounds, to the extent this claim seeks payments for the
value of services rendered by Miami Back to Aetna's
Members under health insurance plans governed by the Employee
Retirement Income Security Act
Employee Retirement Income Security Act provides that it
"shall supersede any and all State laws insofar as they
may now or hereafter relate to any employee benefit
plan." 29 U.S.C. § 1144(a). Federal preemption
under ERISA may take one of two forms: "defensive"
preemption, or "complete" preemption. Butero v.
Royal Maccabees Life Ins. Co., 174 F.3d 1207, 1211-12
(11th Cir. 1999). Here, Aetna contends Miami Back's
claims should be dismissed as defensively preempted.
law claim is defensively preempted by ERISA if it
"relates to" an ERISA plan. Id. at 1215
(citing 29 U.S.C. § 1144(a)). The Supreme Court has
ruled that a state law "relates to" an employee
benefit plan "in the normal sense of the phrase,"
that is, "if it has a connection with or reference to
such a plan." New York State Conference of Blue
Cross & Blue Shield Plans v. Travelers Ins. Co., 514
U.S. 645, 656 (1995) (quoting Shaw v. Delta Air Lines,
Inc., 463 U.S. 85, 96-97 (1983)). This includes
situations where the alleged conduct at issue is
"intertwined with the refusal to pay benefits."
Garren v. John Hancock Mut. Life Ins. Co., 114 F.3d
186, 187 (11th Cir. 1997) (citations omitted). Ultimately,
defensive preemption "require[s] dismissal of state-law
claims." Butero, 174F.3dat 1212.
Miami Back alleges that Aetna provides a variety of health
insurance plans to its Members, which includes among others,
"employer-sponsored benefit plans." (D.E. 1-1 at
2-3, ¶ 3.) Miami Back further alleges, however, that it
"does not have access to the terms of the Plans
applicable to the claims at issue in this case, as Aetna is
in sole possession of those Plans and has never supplied or
offered to supply those plans to Miami Back."
Id. at 6, ¶ 24. As a result, Miami Back
concedes in its Opposition that it "is not confident one
way or the other" whether some of its claims include
patients with health insurance plans governed by ERISA. (See
D.E. 10 at 4.) Miami Back goes on to argue that "[w]hile
the statute may preempt any corresponding state law claims
with respect to Members with ERISA plans, it cannot preempt
non-ERISA claims as Defendant suggests." Id. at
problem with Miami Back's position is this: it is the
plaintiff who "bear[s] the exclusive burden of
establishing the existence of any plan from which their
non-ERISA claims arise"- "a burden that is
inextricably intertwined with" a plaintiffs duty under
Rule 8 to make a short and plain statement of the claim
showing the pleader is entitled to relief. Biohealth Med.
Lab., Inc. v. Conn. Gen. Life Ins. Co., No.
1:15-CV-23075-KMM, 2016 WL 375012, at *6(S.D.Fla. Feb.
1, 2016), aff'd in part, vacated in part, BioHealth
Med. Lab., Inc. v. Cigna Health & Life Ins. Co., 706
Fed.Appx. 521 (11th Cir. 2017) (citing Fed.R.Civ.P. 8(a)(2)).
this case, Biohealth Med. Lab. involved an insurance benefit
dispute arising out of two insurance companies' refusal
to pay claims for toxicology testing performed by the
laboratories after the insurance companies verified the
testing was covered by applicable health insurance plans.
2016 WL 375012, at *1. The laboratories filed a complaint
that asserted a federal ERISA claim and claims under Florida
law for breach of contract, breach of fiduciary duty, and
promissory estoppel. Id. at *2. In addition to
ruling that the laboratories had standing to assert breach of
fiduciary duty claims, but did not have standing to assert
claims under "self-funded" plans,  the district
court dismissed state law claims "arising from ...
non-ERISA plans" because the complaint did not
"identify any [non-ERISA] plan(s)." Id. at
*3-5. Notably, the district court concluded the laboratories
failed to adequately allege state law claims even though they
attached spreadsheets to their complaint that identified both
the insurance claims that were improperly denied and the
insurance companies' claim identification numbers.
Id. at *5. The district court ruled that
"merely claiming that some of the member claims arise
under non-ERISA plans is insufficient to provide fair
notice" to the defendants. Id.
like the laboratories in Biohealth Med. Lab., Miami Back
attaches to its Complaint a chart summarizing unpaid
insurance claims. (See D.E. 1-1 at 17-18, Ex. A.) But neither
the information in the chart, nor the allegations in the
Complaint, identify or distinguish between any ERISA or
non-ERISA insurance plans. To start, the chart only includes
redacted patient names, patient account numbers, dates of
service, CPT codes, billed amounts, and member IDs-but no
distinction is made between ERISA and non-ERISA insurance
plans. See Id. Turning to the Complaint, Miami Back
summarily alleges without more that "[t]he Plans
covering the Members identified on Exhibit A are valid and
enforceable insurance contracts." Id. at 9,
¶ 42. In addition, the Complaint includes only two
allegations that reference employer-based health insurance
plans. First, the general allegations assert that "Aetna
provides health care insurance, administration, and/or
benefits to insureds or plan participants pursuant to a
variety of health care benefit plans and policies of
insurance, including employer-sponsored benefit plans,
government-sponsored benefit plans, and individual health
benefit plans ...." Id. at 2-3, ¶ 3. And
second, in the allegations specific to Count 2, the Complaint
asserts that "[t]o the extent the Plans are not issued
pursuant to an employee benefit plan, Defendant's failure
to pay for the medically necessary services provided by
Plaintiffs to the Members constitutes a breach of contract
under Florida law." Id. at 10, ¶48. Again,
neither of these allegations identifies or distinguishes
between any ERISA or non-ERISA insurance plans.
currently pleaded, it is possible that all of Miami
Back's insurance claims "relate to" ERISA
plans, thus defensively preempting the breach of contract
claim; but it is equally possible that all of Miami
Back's insurance claims concern non-ERISA plans, paving
the way for state law claims to proceed. At bottom, though,
it is Miami Back's "exclusive burden" as the
plaintiff to establish the existence of non-ERISA health
insurance plans in order to state a claim for breach of
contract. See Biohealth Med. Lab., Inc., 2016 WL 375012, at
Back argues it is entitled "to plead its state law
claims in the alternative, to provide Plaintiff with a remedy
to the extent any of the plans fall outside the reach of
ERISA." (D.E. 10 at 3.) Although the Federal Rules
permit Miami Back to "set out 2 or more statements of a
claim or defense alternatively or hypothetically, either in a
single count or defense or in separate ones,"
Fed.R.Civ.P. 8(d)(2), that is not really what Miami Back