Insurance Concepts and Design, Inc. v. Healthplan Services, Inc.
Decision Date | 23 May 2001 |
Docket Number | No. 4D00-3669.,4D00-3669. |
Citation | 785 So.2d 1232 |
Parties | INSURANCE CONCEPTS AND DESIGN, INC., Appellant, v. HEALTHPLAN SERVICES, INC., Appellee. |
Court | Florida District Court of Appeals |
Duncan J. Farmer and Marina F. Parrish of Ricci, Hubbard, Leopold, Frankel, Farmer & McAfee, P.A., West Palm Beach, for appellant.
W. Donald Cox and Maya M. Wolfe of Fowler, White, Gillen, Boggs, Villareal and Banker, P.A., Tampa, for appellee.
The issue presented in this appeal is whether a cause of action can be maintained for a breach of an implied covenant of good faith and fair dealing absent the allegation that the breaching party failed to perform an express provision of the contract. The trial court dismissed the complaint. We adopt the well-reasoned opinion of the trial court as our own, and reproduce it herein:
I. History of the Case
Plaintiff filed its original complaint on September 20, 1999. This complaint alleged a claim for breach of a duty of good faith and fair dealing against HealthPlan Services, Inc. ("HPS"). HPS filed a motion to dismiss the complaint. A hearing was held on December 3, 1999 on the motion to dismiss and this court entered an order on December 8, 1999 granting HPS's motion to dismiss with leave to amend.
Plaintiff served its first amended complaint on December 23, 1999. This amended complaint also alleged a breach of the duty of good faith and fair dealing against HPS. HPS filed a motion to dismiss the complaint asserting that the amended complaint still failed to state a cause of action and was not substantially different from the original complaint. A hearing was held on March 24, 2000 on the motion to dismiss and this court entered an order on April 5, 2000 granting HPS's motion to dismiss with leave to amend. On April 24, 2000 Plaintiff served its second amended complaint which contained one count for breach of contact [sic] and one count for breach of the duty of good faith and fair dealing. HPS again moved to dismiss and also moved for summary judgment on the breach of contract count. The issues were briefed by both parties and oral argument conducted on August 4, 2000.
II. Undisputed Allegations
For purposes of a motion to dismiss, the Court must accept any well-pled facts of the plaintiffs complaint as true. Provence v. Palm Beach Taverns, Inc., 676 So.2d 1022, 1024 (Fla. 4th DCA 1996). According to the allegations of the second amended complaint, HPS is in the business of providing health benefit services for healthcare payers and providers. In order to obtain such business, HPS contracts with Master Brokers who in turn recruit agents to sell HPS's services. If the agents are successful, HPS pays the agents a commission based on the volume of business. The Master Broker receives an "override" commission on that business.
Plaintiff Insurance Concepts and Design, Inc. ("ICD") entered into a Master Broker's Contract (the "Contract") with HPS. ICD recruited and trained insurance agents to solicit insurance customers for HPS. The Contract and the schedules, attached to the second amended complaint as Exhibit A, set forth the override fees to which ICD is entitled for the business written by its assigned agents. The Contract contains the following provisions which provide that no override fees are due unless the premium is received by HPS:
Contract, Section II. Compensation and Section I. Authority and Responsibility. At the hearing on the motion to dismiss, counsel for ICD stipulated that ICD is not owed any commission for premiums actually paid to HPS.
ICD alleges that HPS breached the Contract by:
(a) failing to pay all legitimate claims made by insureds; (b) failing to pay legitimate claims in a timely manner; (c) failing to render accurate billings; (d) failing to make timely and accurate commission payment[s] to agents; and (e) failing to comply with applicable Florida law with respect to its obligations as a third party administrator.
Second Amended Complaint, ¶ 10. Essentially, ICD contends that HPS had an obligation to ensure that insureds did not cancel or fail to renew their insurance and that it breached that obligation by not properly servicing its customers, thus losing business for itself and commissions for ICD. ICD asserts claims for breach of an implied duty of good faith and fair dealing and breach of contract. Since counsel for ICD has stipulated that there is no claim for commissions on premiums actually collected and there are no allegations pointing to a specific term of the contract that was breached, the issue remaining for the court is whether a breach of the duty of good faith and fair dealing is alleged.
III. Applicable Law.
Florida contract law recognizes the implied covenant of good faith and fair dealing in every contract. Burger King Corp. v. Weaver, 169 F.3d 1310, 1315 (11th Cir.1999)[, cert. denied, 528 U.S. 948, 120 S.Ct. 370, 145 L.Ed.2d 287 (1999)]; Barnes v. Burger King Corp., 932 F.Supp. 1420, 1438 (S.D.Fla.1996); County of Brevard v. Miorelli Eng'g, Inc., 703 So.2d 1049, 1050 (Fla.1997); Fernandez v. Vazquez, 397 So.2d 1171, 1174 (Fla. 3d DCA 1981). This covenant is intended to protect "the reasonable expectations of the contracting parties in light of their express agreement." Barnes, 932 F.Supp. at 1438.
Florida courts...
To continue reading
Request your trial-
MDS(Canada), Inc. v. Rad Source Techs., Inc.
...law recognizes the implied covenant of good faith and fair dealing in every contract.” Ins. Concepts and Design, Inc. v. Healthplan Servs., Inc., 785 So.2d 1232, 1234 (Fla. 4th DCA 2001). “This covenant is intended to protect the ‘reasonable expectations of the contracting parties in light ......
-
Alhassid v. Bank of Am., N.A.
...action for breach of an express term of the agreement.” QBE, 94 So.3d at 548 (citing Ins. Concepts & Design, Inc. v. Healthplan Servs., Inc., 785 So.2d 1232, 1234 (Fla. 4th DCA 2001) ).The Court's dismissal of Plaintiffs' breach of contract claims against Bank of America undermines Plaintif......
-
Librizzi v. Ocwen Loan Servicing, LLC, CASE NO. 15–60107–CIV–BLOOM/VALLE
...action for breach of an express term of the agreement." QBE , 94 So.3d at 548 (citing Ins. Concepts & Design, Inc. v. Healthplan Servs., Inc. , 785 So.2d 1232, 1234 (Fla. 4th DCA 2001) ). Here, Plaintiff's Amended Complaint has not brought any action for breach of an express term of an agre......
-
Khalid v. Citrix Sys.
...when discussing state law on the implied covenant of good faith and fair dealing. See Ins. Concepts & Designs, Inc. v. Health Plan Services, Inc., 785 So. 2d 1232, 1234 (Fla. Dist. Ct. App. 2001); Snow, 896 So. 2d at 792. Khalid cites no Florida appellate case rejecting the holding of Shiba......