Medica, Inc. v. Atlantic Mut. Ins. Co.

• Decision Date: 26 June 1997
• Docket Number: No. C5-95-2489,C5-95-2489
• Parties: MEDICA, INC., d/b/a Medica Choice, petitioner, Appellant, v. ATLANTIC MUTUAL INSURANCE COMPANY, Respondent.
• Court: Minnesota Supreme Court

Page 74

566 N.W.2d 74

MEDICA, INC., d/b/a Medica Choice, petitioner, Appellant, v. ATLANTIC MUTUAL INSURANCE COMPANY, Respondent.

No. C5-95-2489.

Supreme Court of Minnesota.

June 26, 1997

Rehearing Denied Aug. 5, 1997.

Syllabus by the Court

A health maintenance organization has conventional subrogation rights against an insurer that issued a general liability policy when the health maintenance organization's policy contains a subrogation clause that provides that the health maintenance organization has the right to subrogate against any entity that may be legally responsible for its members' injuries.

A health maintenance organization has neither conventional nor equitable subrogation rights against an insurer that issued a general liability policy when the health maintenance organization's policy did not contain an explicit subrogation clause and the policy language relied upon by the health maintenance organization did not convey a subrogation right.

Kevin Hickey, Minneapolis, for appellant.

Timothy Leer, Minneapolis, Usa Marco Kouba, Chicago, IL, for respondent.

Heard, considered, and decided by the court en banc.

OPINION

BLATZ, Justice.

The issue in this case is whether a health maintenance organization (HMO) has either conventional or equitable subrogation rights against an insurer that issued a general liability policy. The district court granted summary judgment for respondent Atlantic Mutual Insurance Company (Atlantic), holding that appellant Medica, Inc. (Medica) had no subrogation rights against Atlantic's general liability policy for claims Medica paid its member insureds. The court of appeals affirmed the district court. We affirm in part and reverse in part.

The facts are uncontested. Medica initially was the holding company for Physicians Health Plan of Minnesota (PHP) and Share Health Plan (Share). Effective March 31, 1993, PHP and Share merged to form Medica and Medica succeeded to all their rights and obligations.

Three Medica members were injured while on property owned by different churches. Medica paid the following medical expenses on behalf of its members: $4,385.75 incurred on behalf of Elsie Patch under her PHP policy for injuries sustained on February 20, 1992; $2,127.40 incurred on behalf of Lulu Syring under her PHP policy for injuries sustained on February 16, 1992; and $974.81 incurred on behalf of Ronald Randall under his Medica Choice ¹ policy for injuries sustained on November 13, 1993.

The churches were insured by Atlantic under policies that provided:

a. We will pay medical expenses as described below for "bodily injury" caused by an accident [on premises owned by the church] * * *.

b. We will make these payments regardless of fault. These payments will not exceed the applicable Limit of Insurance.

The churches are not tortfeasors. None of the Medica members received a double recovery.

Medica brought a declaratory judgment action against Atlantic, alleging that Atlantic is legally responsible for the Medica members' medical expenses and that Medica has subrogation rights against Atlantic. Medica asserted subrogation rights under insurance policies that covered the three Medica members: policies issued by PHP ² covered Patch and Syring and a policy issued by Medica Choice covered Randall. Atlantic denied that it had an obligation to pay Medica for the claims and brought a counterclaim in declaratory judgment. Medica and Atlantic brought cross motions for summary judgment.

The district court granted summary judgment for Atlantic, holding that Medica had no subrogation rights under the terms of its policies or in equity. As the basis for its decision, the district court noted that the churches were not tortfeasors; Atlantic's obligation to pay medical expenses was contractual; the Medica members did not receive a double recovery; and the rights of Medica and Atlantic were equal.

The court of appeals affirmed, holding that Medica had no subrogation rights under either the Medica Choice or PHP policies. Medica, Inc. v. Atlantic Mut. Ins. Co., 550 N.W.2d 635 (Minn.App.1996). The court also held that the doctrine of equitable subrogation was inapplicable because the equities between Medica and Atlantic were equal.

I.

A motion for summary judgment shall be granted when there is no genuine issue as to any material fact and either party is entitled to judgment as a matter of law. Minn. R. Civ. P. 56.03. On appeal from summary judgment, this court reviews the record to determine whether there are any genuine issues of material fact and whether the lower courts erred in their application of the law. Offerdahl v. University of Minn. Hosps. & Clinics, 426 N.W.2d 425, 427 (Minn.1988). Because the parties do not dispute the relevant facts, a de novo standard of review is applied to determine whether the district court erred in its application of the law. Homart Dev. Co. v. County of Hennepin, 538 N.W.2d 907, 910 (Minn.1995).

Subrogation involves the substitution of an insurer (subrogee) to the rights of the insured (subrogor). Rowe v. St. Paul Ramsey Med. Ctr., 472 N.W.2d 640, 644 (Minn.1991). The insurer stands in the shoes of the insured and acquires all of the rights the insured may have against a third party. Id. "Subrogation rests on the maxim that no one should be enriched by another's loss." 6A John A. Appleman, Insurance Law & Practice § 4054 at 143 (1972). There are two kinds of subrogation: equitable and conventional. Equitable subrogation is a product of common law and its purpose is "to place the charge where it ought to rest, by compelling the payment of the debt by him who ought in equity to pay it." Westendorf v. Stasson, 330 N.W.2d 699, 703 (Minn.1983) (quoting Northern Trust Co. v. Consolidated Elevator Co., 142 Minn. 132, 138, 171 N.W. 265, 268 (1919)).

Conventional subrogation is contractual--it is a product of an agreement between the insured and the insurer. Id. Parties may grant greater subrogation rights under contract than would have been recognized in equity. 16 George J. Couch, Couch on Insurance 2d § 61:3 (rev. ed.1983). Because the doctrine of subrogation is equitable in origin, even when the right to subrogation is contractual, the terms of the subrogation will be governed by equitable principles, unless the contract clearly and explicitly provides to the contrary. Westendorf, 330 N.W.2d at 703. Whether an insurance policy provides for conventional subrogation depends upon the policy language. Id.

The Atlantic policy provides that Atlantic will pay medical expenses for bodily injuries sustained in accidents on the premises of its insured churches, regardless of who is at fault. There is no dispute that the Medica members were accidentally injured on the premises of the insured churches. Medica, which paid its members' medical expenses under the Medica Choice and PHP policies, contends that it has conventional subrogation rights against Atlantic under both the Medica Choice and PHP policies.

First we examine whether Medica has conventional subrogation rights under its Medica Choice policy, which governs Randall's medical expenses. The Medica Choice policy contains an explicit subrogation clause:

Medica Choice's right of recovery:

If you are injured and receive HMO benefits under the Contract, Medica Choice shall have the right to subrogate against any party, individual or other entity who may be legally responsible for your injuries. Medica Choice's right of subrogation shall be governed according to this section.

Interpretation of language in an insurance policy is a question of law and is subject to de novo review. Hammer v. Investors Life Ins. Co. of N. Am., 511 N.W.2d 6, 8 (Minn.1994). "The policy must be construed as a whole, and unambiguous language must be given its plain and ordinary meaning." Henning Nelson Const. Co. v. Fireman's Fund Am. Life Ins. Co., 383 N.W.2d 645, 652 (Minn.1986). Language in a policy is ambiguous if it is reasonably subject to more than one interpretation. Hammer, 511 N.W.2d at 8. If the language is ambiguous, the ambiguity shall be construed against the insurer that drafted the policy. Id.

The Medica Choice policy provides for subrogation against "any party, individual or other entity who may be legally responsible for your injuries." The issue is whether this language limits conventional subrogation to claims against tortfeasors. The district court decided that the Medica Choice subrogation clause did not grant a conventional subrogation right against Atlantic because the policy language "legally responsible for your injuries" cannot include a subrogation right against an entity that is not the wrongdoer causing the injury. The court of appeals affirmed, holding that the Medica Choice policy language did not grant Medica the right to conventional subrogation. The court of appeals interpreted the Medica Choice subrogation clause to mean that Medica can subrogate only against "an entity that is legally responsible for all of an injured member's injuries." Medica, 550 N.W.2d at 638.

There are several problems with the court of appeals' interpretation. First, the court of appeals ignored language granting Medica subrogation rights against "any party, individual or other entity" and decided that the clause applied only to "an entity." This narrowed the application of the subrogation clause in that the policy language left open the possibility that Medica may have subrogation rights against more than one party, while the court of appeals' interpretation implied that subrogation may only be had against one entity. Second, while the subrogation clause states that it applies to a party, individual, or entity that may be legally responsible for injuries, the court of appeals interpreted the clause as applying to an entity that is legally responsible. This also narrowed the application of the subrogation clause. Third, the court of appeals decided that, because there is no reason to conclude that the...