Sheridan Healthcorp, Inc. v. Aetna Health Inc.

• Decision Date: 08 February 2016
• Docket Number: Case No. 15–cv–62590–BLOOM/Valle
• Citation: 161 F.Supp.3d 1238
• Parties: Sheridan Healthcorp, Inc., Plaintiff, v. Aetna Health Inc., et al., Defendants.
• Court: U.S. District Court — Southern District of Florida

161 F.Supp.3d 1238

Sheridan Healthcorp, Inc., Plaintiff,

v.Aetna Health Inc., et al., Defendants.

Case No. 15–cv–62590–BLOOM/Valle

United States District Court, S.D. Florida.

Signed February 8, 2016

Filed February 9, 2016

Eileen Lynskey Parsons, Ver Ploeg & Lumpkin, Miami, FL, Todd S. Payne, Zebersky & Payne, LLP, Fort Lauderdale, FL, for Plaintiff.

Mitchell A. Reid, Andrews Kurth LLP, Houston, TX, Richard Philip Hermann, II, Shapiro, Blasi, Wasserman & Hermann, P.A., Boca Raton, FL, for Defendants.

ORDER

BETH BLOOM, UNITED STATES DISTRICT JUDGE

THIS CAUSE is before the Court upon Plaintiff's Motion to Remand, ECF No. [36] (“Motion” or “Mot.”). Plaintiff originally filed this action in the Seventeenth Judicial Circuit Court of Florida, for Broward County, Florida, on May 29, 2015. The underlying complaint alleges breaches of contract resulting from Defendants' failures to pay Sheridan the appropriate “rate of payment” for covered health care services. See generally ECF No. [1-1] (“Complaint” or “Compl.”). On December 10, 2015, Defendants filed a Notice of Removal, ECF No. [1] (“Notice of Removal”), to the District Court. The Court has carefully reviewed the record, the parties' briefs, and the applicable law. For the reasons that follow, Plaintiff's Motion to Remand is granted.

I. Introduction

Plaintiff Sheridan Healthcorp, Inc. (“Plaintiff” or “Sheridan”), a health care provider, asserts this action against Defendant health insurers, Aetna Health Inc. (“Aetna Health”) and Aetna Life Insurance Co. (“Aetna Life”) (together with Aetna Health, “Aetna”); and Coventry Health and Life Insurance Company, Coventry Health Care of Florida, Inc., Coventry Health Plan of Florida, Inc., and First Health Life and Health Insurance Company (collectively, “Coventry,” which Aetna acquired effective May 7, 2013) (Aetna and Coventry, together, “Defendants”). See Compl. ¶ 20. The subject controversy arises from Plaintiff's allegations that Defendants have failed to reimburse Sheridan in full for “covered services,” in contravention of agreements between the parties, which obligated Defendants to pay Sheridan at the agreed rates. Id. ¶¶ 65-66. According to the Complaint, the parties do not contest the “right to payment” for services provided, pursuant to coverage determinations under the Federal Employee Health Benefits Act, 5 U.S.C. §§ 8901 - 8913 (“FEHBA”), or the Employee Retirement Income Security Act of 1974, as amended , 29 U.S.C. §§ 1001 -1461 (“ERISA”). Rather, they contest the proper “rate of payment” pursuant to contractual obligations governing the terms of the parties' relationship. Mot. at 2. For this reason, Plaintiff argues, this dispute does not implicate any federal question that could serve as a basis for subject matter jurisdiction in federal court. Thus, Plaintiff requests that the Court remand this breach of contract action to state court.

II. Background

In the Complaint, Sheridan seeks both declaratory relief and damages for breaches of contract resulting from Defendants' failures to pay Sheridan the full contractual amounts owing for health care services rendered by Sheridan's employed or engaged physicians, and its allied health professionals, to Defendants' members or subscribers (hereinafter, “Members”) in Florida. Id. ¶ 2. Specifically, Plaintiff alleges contractual breaches of three agreements: (1) the Hospital Based Physician Group Agreement by and between Aetna Health and Sheridan, dated July 15, 2005 (hereinafter, “Aetna HBP Agreement”); (2) the implied-in-fact or implied-in-law contracts for certain services provided to Aetna Members after the March 25, 2015, termination of the Aetna HBP Agreement, pursuant to Sheridan's Continuing Offer, dated November 24, 2014 (“Aetna Continuing Offer”); and (3) the implied-in-fact or implied-in-law contracts for certain services provided to Coventry Members after the May 1, 2015, expiration of the Agreement by and between Coventry Health and Life Insurance Company and Sheridan, dated as of April 1, 2010 (hereinafter, “Coventry Agreement”), pursuant to Sheridan's Continuing Offer, dated November 24, 2014 (“Coventry Continuing Offer,” together with the Aetna Continuing Offer, the “Continuing Offers”). Id. ¶ 3. As the Continuing Offers contained the “only terms and conditions” under which Sheridan would provide services to Defendants' Members, id. ¶¶ 40-41, Plaintiff contends that Defendant's acceptance of the Continuing Offers formed new contracts between the parties, under the terms provided therein. See, e.g. , id. ¶ 80 (“Since March 25, 2015, Aetna has repeatedly accepted the Continuing Offer by permitting or otherwise allowing certain of its Members to receive [s]ervices from Sheridan employed and engaged providers, and by failing to inform its Members of the terms and conditions of the Continuing Offer.”). Sheridan also requests a declaration that: the amounts paid to Sheridan upon the expiration of the participating provider agreements were not reasonable; and, Sheridan is entitled to reimbursement at the fixed price set forth in the Continuing Offers for services rendered to Defendants' Members upon the acceptance of the offers by Defendants. Id. ¶ 4.

After Sheridan's Complaint was filed on May 29, 2015, Defendants propounded discovery to Sheridan seeking the identification of specific medical claims forming the basis of Plaintiff's claims in this lawsuit. ECF No. [3] (“Response” or “Resp.”) at 3. On November 13, 2015, Sheridan responded by producing, in part, four Excel spreadsheets Bates labeled SHERIDAN00001 through SHERIDAN00004 (“Sheridan's Spreadsheets”), with 87,000 line items of claims. These claims disclosed certain medical-claim information, including patient name, account number, total amount charged by Sheridan, and the amount already paid on each medical claim. Id. Sheridan's Spreadsheets also contained specific highlighted columns labeled “Aetna Net Due,” reflecting Sheridan's purported damages in this lawsuit. Id.

Defendants claim that four of the total line item claims show an expected payment (e.g. , “Net Due” or “Bal Due”) for treatment where coverage was denied entirely on medical claims that Sheridan submitted by assignment from Members. Additionally, Defendants identified one medical claim from Sheridan's Spreadsheets, which they argue challenges Aetna's handling of FEHBA claims under benefit plans offered by the Office of Personnel Management (“OPM”). Defendants claim that they timely removed this case within thirty days of Sheridan's disclosure of its Spreadsheets—“when it became clear, for the first time, that Sheridan was disputing coverage determinations under both ERISA and FEHBA plans”—on December 10, 2015, pursuant to 28, U.S.C. § 1446(b)(3).

III. Legal Standard

“It is axiomatic that federal courts are courts of limited jurisdiction.” Ramirez v. Humana, Inc. , 119 F.Supp.2d 1307, 1308 (M.D.Fla.2000) (citing Kokkonen v. Guardian Life Ins. Co. of America , 511 U.S. 375, 377, 114 S.Ct. 1673, 128 L.Ed.2d 391 (1994) ). Removal to federal court is proper in “any civil action brought in a State court of which the district courts of the United States have original jurisdiction.” 28 U.S.C. § 1441(a). To establish original jurisdiction, an action must satisfy the jurisdictional prerequisites of either federal question jurisdiction under 28 U.S.C. § 1331 or diversity jurisdiction under 28 U.S.C. § 1332. Federal question jurisdiction exists when the civil action arises “under the Constitution, laws, or treaties of the United States.” Id. § 1331. Diversity jurisdiction exists when the parties are citizens of different states, and the amount in controversy exceeds $75,000. See id. § 1332(a). The removing party has the burden of showing that removal from state court to federal court is proper. Mitchell v. Brown & Williamson Tobacco Corp. , 294 F.3d 1309, 1314 (11th Cir.2002). “To determine whether the claim arises under federal law, [courts] examine the ‘well pleaded’ allegations of the Complaint and ignore potential defenses.” Beneficial Nat. Bank v. Anderson , 539 U.S. 1, 5, 123 S.Ct. 2058, 156 L.Ed.2d 1 (2003). An exception to this rule, however, provides that “[w]hen a federal statute wholly displaces the state-law cause of action through complete pre-emption, the state claim can be removed. This is so because when the federal statute completely pre-empts the state law cause of action, a claim which comes within the scope of that cause of action, even if pleaded in terms of state law, is in reality based on federal law.” Aetna Health Inc. v. Davila , 542 U.S. 200, 207–08, 124 S.Ct. 2488, 159 L.Ed.2d 312 (2004) (internal citations and quotation marks omitted). “ERISA is one of those statutes.” Id.

The procedure for removal is governed by 28 U.S.C. § 1146. Generally, a notice of removal “shall be filed within thirty days after the receipt by the defendant...of a copy of the initial pleading.” 28 U.S.C. § 1446(b)(1). Except in cases where removal is based on diversity of citizenship, “if the case stated by the initial pleading is not removable, a notice of removal may be filed within 30 days after receipt by the defendant, through service or otherwise, of a copy of an amended pleading, motion, order or other paper from which it may be first ascertained that the case is one which is or has become removable.” 28 U.S.C. § 1446(b)(2).

“Courts have held that responses to request for admissions, settlement offers, and other correspondence between parties can be ‘other paper’ under 28 U.S.C. § 1446(b).” Wilson v. Target Corp. , 2010 WL 3632794, at *2 (S.D.Fla. Sept. 14, 2010) (citing Lowery v. Ala. Power Co. , 483 F.3d 1184, 1212 n. 62 (11th Cir.2007) ) (discussing the judicial development of the term “other paper”); Wilson v. Gen. Motors Corp. , 888 F.2d 779, 780 (11th Cir.1989) (finding that response to requests for admissions constituted “other paper”). “The definition of “other paper” is broad and may include any formal or informal communication received...