Aetna Workers' Comp Access, LLC v. Coliseum Medical Center

• Citation: 746 S.E.2d 148,322 Ga.App. 641
• Decision Date: 03 July 2013
• Docket Number: A13A0972,A13A0973.,A13A0437,Nos. A13A0436,s. A13A0436
• Parties: AETNA WORKERS' COMP ACCESS, LLC v. COLISEUM MEDICAL CENTER, et al. Builders Insurance v. Coliseum Medical Center, et al. Liberty Mutual Insurance Company v. Coliseum Medical Center, et al. Travelers Indemnity Company v. Coliseum Medical Center, et al.
• Court: United States Court of Appeals (Georgia)

322 Ga.App. 641

746 S.E.2d 148

AETNA WORKERS' COMP ACCESS, LLC

v.COLISEUM MEDICAL CENTER, et al.

Builders Insurance

v.Coliseum Medical Center, et al.

Liberty Mutual Insurance Company

v.Coliseum Medical Center, et al.

Travelers Indemnity Company

v.Coliseum Medical Center, et al.

Nos. A13A0436, A13A0437, A13A0972, A13A0973.

Court of Appeals of Georgia.

July 3, 2013.

Marlo Orlin Leach, Atlanta, John B. Shely, for Appellant.

Neal Kenneth Daniel, Augusta, Lance Ramsey, for Appellee.

McMILLIAN, Judge.

These four related appeals involve the administration and payment of workers' compensation claims and the duties and potential liabilities of the network administrator and insurers within that network. Appellant Aetna Workers' Comp Access, LLC (“Aetna”) is the network administrator of the Aetna Workers Compensation Access network and has entered into contracts with AppelleesColiseum Medical Center and six other Georgia hospitals (the “Providers”),¹ which provide medical care for employees injured on the job. Appellant Builders Insurance (“Builders”), Liberty Mutual Insurance Company (“Liberty Mutual”), and Travelers Indemnity Company (“Travelers”) are workers' compensation insurers (collectively the “ Payors”) who are responsible for compensating the Providers for services rendered to covered workers. Appellants Sedgwick Claims Management Services, Inc. (“Sedgwick”) and MediCor Managed Care, LLC (“MediCor”) act as claims administrators on behalf of the Payors (collectively the “Claims Administrators”).

These appeals raise three issues: (1) whether the State Board of Workers' Compensation has jurisdiction over this dispute as opposed to the superior court; (2) whether an exculpatory clause in the contract between Aetna and the Providers precludes the Providers' claims against Aetna; and (3) whether the trial court properly denied Sedgwick, MediCor, Builders, and Liberty Mutual's motions to dismiss on the grounds that they were not a party to the contract between Aetna and the Providers.² For the reasons set forth below, we affirm.

As alleged in the Complaint, Aetna has established a network of hospitals and insurers known as the Aetna Workers' Compensation Access (“AWCA”) network. Aetna, as a network administrator,³ contracted with the Providers, who agreed to offer medical services at certain rates, sometimes at a discount, to injured employees claiming workers' compensation benefits. In exchange, Aetna agreed to designate the Providers as preferred providers within the AWCA, administer the plans for Payors, and process and determine the amounts due to the Providers for medical services rendered to workers covered by workers' compensation insurance issued by the Payors.

The Letter of Agreement (“LOA”) ⁴ entered into by Aetna and the Providers, effective February 1, 2006,⁵ set out that “general” services were to be provided “at a rate of 98% of the current workers' compensation fees established by the State of Georgia.” The Providers further agreed that “special” services, including prosthetics, implants, and high cost drugs greater than $500, would be provided at a rate of 80% of their billed charges. ⁶ Although Aetna was responsible for facilitating the Providers' claims for payment from the Payors and/or Claim Administrators, the parties agreed that Aetna was not responsible for payment to the Providers. Moreover, the LOA specified that neither Aetna nor the Payors would “deny or reduce payments” from the negotiated rate to a Provider for services unless one of the exceptions applied.⁷ The LOA further provided that any Payors, to which Aetna gave access to the Providers' agreement via the network, also agreed to all terms and conditions within the LOA, and Aetna agreed to notify the Payors that they were bound to the terms of the LOA.

Since the parties entered into the LOA, the Providers have provided compensable medical services to hundreds of workers' compensation claimants as a part of this network. The parties do not dispute that for “general” services, the Payors compensated the Providers at the discounted rate specified in the LOA. However, the Providers' claims for reimbursement of “special” services—prosthetics, high cost drugs and implants—were allegedly processed and paid at rates lower than those agreed upon in the LOA.⁸ Asserting a breach of contract claim against Aetna, the Providers allege that Aetna orchestrated this system of underpayment by failing to process the Providers' claims at the agreed rates and by instructing the Payors to reimburse the Providers at the lower rates, resulting in a shortfall of over $2.8 million. The Providers have asserted a separate breach of contract claim against the Payors under a third party beneficiary theory.

In Case No. A13A0436, Aetna filed a motion to dismiss the Providers' complaint asserting that the State Board of Workers' Compensation (the “Board”), rather than the superior court, has exclusive jurisdiction over the Providers' claims. Aetna also filed a motion for summary judgment based on an exculpatory clause in the LOA, asserting that the clause precludes the Providers from bringing a breach of contract claim against it. In Case Nos. A13A0437,A13A0972, and A13A0973, the Payors and Claim Administrators also filed motions to dismiss, arguing that the Board has exclusive jurisdiction over the Providers' claims. Alternatively, some of the Payors and Claims Administrators have asserted they were not parties to the contract between Aetna and the Providers and therefore the breach of contract allegations fail to state a claim as a matter of law. The trial court denied all the motions, and the parties filed their respective appeals to this Court.

Case No. A13A0436

1. We first consider whether the Board, rather than the superior court, has exclusive jurisdiction over the Providers' claims against Aetna. Aetna argues that because the gravamen of the Providers' claims is a dispute over medical fees and the Board has exclusive jurisdiction over medical fee disputes, the Complaint must be dismissed for lack of subject matter jurisdiction. The Providers counter that the Board lacks authority to resolve common law breach of contract claims and that the Board's jurisdiction is limited to resolving disputes between employees, employers, and appropriate “Partiesat Interest,” ⁹ which they claim Aetna is not.

It is well settled that we review the trial court's ruling on motions to dismiss under the de novo standard of review. See DeFloria v. Walker, 317 Ga.App. 578, 579, 732 S.E.2d 121 (2012); TechBios, Inc. v. Champagne, 301 Ga.App. 592, 593, 688 S.E.2d 378 (2009).

We start by examining the nature, jurisdiction, and authority of the Board. The Board is a “creature of statute” with only the jurisdiction, power, and authority conferred upon it by the General Assembly. See OCGA § 34–9–40 (“The board shall have full authority, power, and the duty to promulgate policies, rules, and regulations for the administration of this chapter”); Mulligan v. Selective HR Solutions, Inc., 289 Ga. 753, 756(1), 716 S.E.2d 150 (2011). The Board performs all the powers and duties relating to the enforcement of the Workers' Compensation Act (the “Act”),¹⁰ and the Act

shall be liberally construed only for the purpose of bringing employers and employees within the provisions of this chapter and to provide protection for both. This chapter is intended to provide a complete and exclusive system and procedure for the resolution of disputes between employers and employees who are subject to this chapter concerning accidents and injuries arising out of and in the course of employment as defined in this chapter. The provisions of this chapter shall be construed and applied impartially to both employers and employees.

OCGA § 34–9–23.

Although the Providers' claim against Aetna is clearly not one between an employer and employee under the Act, that does not end the inquiry of whether the Board has jurisdiction. This Court has recognized that the Board also has jurisdiction to resolve ancillary issues relating to the employee's compensation rights under the Act, explaining that

[t]he general rule appears to be that, when it is ancillary to the determination of the employee's right, the Board has authority to pass upon a question relating to the insurance policy.... On the other hand, when the rights of the employee in a pending claim are not at stake, many Boards disavow jurisdiction and send the parties to the courts for relief. This may occur when the question is purely one between two insurers, one of whom alleges that it has been made to pay an undue share of an award to a claimant, and the award itself is not being under attack.

(Citations and punctuation omitted.) Builders Ins. Group, Inc. v. Ker–Wil Enterprises, Inc., 274 Ga.App. 522, 523(2), 618 S.E.2d 160 (2005). Compare Lumber Transport, Inc. v. Intl. Indem. Co., 203 Ga.App. 588, 589(1), 417 S.E.2d 365 (1992) (holding that Board did not have jurisdiction to determine coverage dispute between employer and insurer when employee had already filed and exhausted workers' compensation claim in another state).

The issue then is whether the Providers' breach of contract claim against Aetna bears an ancillary relationship to the determination of the employees' rights under the Act, thereby falling within the Board's exclusive jurisdiction. We find that it does not.

As alleged, the Providers claim that Aetna, as the network administrator, agreed but failed to: (1) “process the Hospitals' claims according to the rate of reimbursement set out in the Agreement Fee Schedule”; (2) instruct the Payors to reimburse the Providers using the contractually agreed upon rates; (3) inform Payors of the proper rate of reimbursement; and (4) “to properly manage the workers' compensation preferred provider plan according to its negotiated terms.” ¹¹ The Providers further allege that Aetna breached the duty of good faith and fair dealing by failing to rectify the...