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GVB MD v. Aetna Health Inc.

United States District Court, S.D. Florida, Miami Division

November 19, 2019




         In this 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.

         Aetna 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.

         THE 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.

         I. BACKGROUND

         Plaintiff 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.

         In this 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.

         After 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.


         "A 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).


         Aetna 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).[1] The Court addresses each count in turn.


         In 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 ("ERISA").[2]

         The 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).[3] Here, Aetna contends Miami Back's claims should be dismissed as defensively preempted.

         A state 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.

         Here, 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 4.

         The 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)).

         Like 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, [4] 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.

         Just 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.

         As 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 *6.

         Miami 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 ...

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