Spectera, Inc. v. Wilson

• Decision Date: 16 July 2012
• Docket Number: No. A12A0773.,A12A0773.
• Citation: 730 S.E.2d 699,317 Ga.App. 64
• Parties: SPECTERA, INC. v. WILSON et al.
• Court: Georgia Court of Appeals

317 Ga.App. 64
730 S.E.2d 699

SPECTERA, INC.
v.
WILSON et al.

No. A12A0773.

Court of Appeals of Georgia.

July 16, 2012.

730 S.E.2d 701

Balch & Bingham, Malissa Kaufold–Wiggins, Michael J. Bowers, Atlanta, for Appellant.

Elliott, Blackburn, Barnes & Gooding, Walter Gus Elliott II, Valdosta, for Appellees.

Aubrey T. Villines, Jr., Jeffrey R. Filipovits, amici curiae.

ADAMS, Judge.

317 Ga.App. 64

Spectera, Inc. appeals the trial court's order holding that its independent eye care provider contract violates Georgia's Patient Access to Eye Care Act, OCGA § 33–24–59.12 (the "Eye Care Act"), and granting injunctive relief to Steven M. Wilson, O.D.; Cynthia J. Murray, O.D.; Jodie E. Summers, O.D.; and David Price, O.D. (collectively the "Wilson Group").

Spectera is a foreign vision care insurer providing eye care benefits to Georgia residents.¹ Spectera contracts with vision care providers in Georgia to provide eye care services to its plan members. Wilson is a licensed optometrist employed by Steven M. Wilson, O.D., P.C., doing business as Wilson Eye Center ("WEC"), which operates an eye care center in Lowndes County. McMurray, Summers, and Price are also licensed optometrists employed by WEC. Wilson, McMurray and Summers all qualified as members of Spectera's panel of approved eye care providers (the "Panel"). Price applied to join the Panel, but he has not been accepted as an approved eye care provider.

Prior to this litigation, Wilson had maintained a participating provider contract with Spectera, and thus had been a member of its Panel, since 1986. Both Wilson and McMurray have a "legacy form" of participating provider contract called a "Patriot contract," which allows them to prepare eyeglasses and eyeglass lenses for Spectera

317 Ga.App. 65

members in WEC's own optical laboratory and to obtain "covered materials" (e.g., lenses, frames and contract lenses) from any source they choose, including from WEC's own inventory. In late 2010, however, Spectera notified its legacy Patriot providers, including Wilson and McMurray, that it wished to "amend" those agreements, or as Spectera's Senior Vice President Lori Archer termed it, "to recontract" with those providers, shifting them from the Patriot contract to an independent participating provider agreement ("IPP agreement"). Under the new IPP agreement, independent providers such as the Wilson Group would be required to obtain all covered materials from Spectera's optical laboratory.² In contrast, Spectera's provider agreement with its retail chain providers, such as Wal–Mart, still allows those providers to obtain covered materials from any source, including their own optical laboratories (the "RCP agreement"). Wilson and McMurray never signed the new IPP agreement. And although Summers signed an IPP agreement with Spectera, WEC's chief executive officer, Kristian M. Keesling, stated that Spectera treated Summers's IPP

730 S.E.2d 702

agreement from its inception as a Patriot contract.

Wilson initiated suit³ against Spectera, asserting that the IPP Agreement violated several provisions of the Eye Care Act, and afterward, the insurer notified Wilson, McMurray, and Summers that it was terminating their provider agreements. But after Price also sued Spectera and Summers and McMurray filed a separate suit, the trial court consolidated all three actions and entered an interlocutory injunction, with Spectera's consent, maintaining the status quo and preventing the termination of its current provider contracts with Wilson, McMurray and Summers pending resolution of the lawsuit. Several months later, however, Spectera moved to lift the injunction and asked permission to terminate its agreements with Wilson, McMurray and Summers and to notify the Wilson Group that "unconditionally, it will not contract with [any of them] in the future" under its current provider contract. The parties also filed cross-motions for summary judgment.

The trial court ultimately found that the IPP agreement violated several provisions of the Eye Care Act and granted the Wilson Group's motion for summary judgment, while denying Spectera's

317 Ga.App. 66

motions for summary judgment and to lift the interlocutory injunction. Instead, the trial court issued a permanent injunction⁴ precluding Spectera from enforcing the restrictions contained in the IPP agreement, not only with regard to the Wilson Group, but also with regard to "any other licensed eye care provider on [Spectera's] provider panel" or those who had applied for admittance to the panel. The trial court later modified its injunction by suspending it "as to eye care providers other than [the Wilson Group] pending a final determination on appeal." Spectera appeals the trial court's order on the merits and also its extension of the injunction to include third-party eye care providers not participating in this lawsuit.

On appeal from the grant or denial of a motion for summary judgment, we review the evidence de novo, and all reasonable conclusions and inferences drawn from the evidence are construed in the light most favorable to the nonmovant. Congress Street Properties v. Garibaldi's, 314 Ga.App. 143, 145, 723 S.E.2d 463 (2012). "Summary judgment is proper if the record evidence, including affidavits, ‘show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.’ " (Footnote omitted.) Id. An appellate court's review of the lower court's statutory construction is also de novo. Kennedy Dev. Co. v. Camp, 290 Ga. 257, 258, 719 S.E.2d 442 (2011).

1. The Wilson Group asserts that the requirement in the IPP agreement that they obtain all covered materials from Spectera (the "Materials Requirement"), violated subsections (c)(2), (3), (5) and (6) of the Eye Care Act, especially when considered in conjunction with the RCP agreement, which does not contain the same requirement for retail chain providers. The trial court agreed. But Spectera argues that the trial court misinterpreted the Eye Care Act and erred in holding that the IPP agreement was in violation of its provisions.

Subsection (c) of the Eye Care Act sets out certain requirements for vision care insurers in this State and provides in pertinent part:

(c) A health care insurer providing a health benefit plan which includes eye care benefits shall:

...

317 Ga.App. 67

(2) Not preclude a covered person who seeks eye care from obtaining such service directly from a provider on the health benefit

730 S.E.2d 703

plan provider panel who is licensed to provide eye care;

(3) Not promote or recommend any class of providers to the detriment of any other class of providers for the same eye care service;

...

(5) Allow each eye care provider on a health benefit plan provider panel, without discrimination between classes of eye care providers, to furnish covered eye care services to covered persons to the extent permitted by such provider's licensure;

(6) Not require any eye care provider to hold hospital privileges or impose any other condition or restriction for initial admittance to a provider panel not necessary for the delivery of eye care upon such providers which would have the effect of excluding an individual eye care provider or class of eye care providers from participation on the health benefit plan....

OCGA § 33–24–59.12(c).

The parties disagree as to the legislative intent behind and proper interpretation of these provisions. Although our consideration of the Eye Care Act presents a matter of first impression, our starting point, as with any legislation, is the language of the statute itself. Thus, "[w]e begin our analysis with the ‘golden rule’ of statutory construction, which requires us to follow the literal language of the statute unless it produces contradiction, absurdity or such an inconvenience as to insure that the legislature meant something else." (Citation and punctuation omitted.) Telecom*USA v. Collins, 260 Ga. 362, 363, 393 S.E.2d 235 (1990). We are also guided by several other well-established canons of statutory instruction:

In all interpretations of statutes, the courts shall look diligently for the intention of the General Assembly. When the language of a statute is plain and unambiguous and not leading to an absurd result, it evidences the legislative intent which is not to be contravened. We also must endeavor to give each part of the statute meaning and avoid constructions that make some language mere surplusage or meaningless. Furthermore, a statute must be construed in relation to other statutes of which it is a part, and all statutes relating to the same subject-matter, briefly called statutes in

317 Ga.App. 68

pari materia, are construed together, and harmonized wherever possible, so as to ascertain the legislative intendment and give effect thereto.

(Citations and punctuation omitted.) Northeast Georgia Cancer Care v. Blue Cross and Blue Shield of Georgia, 315 Ga.App. 521, 526(1), 726 S.E.2d 714 (2012). Accordingly, we apply these principles to the parties' arguments regarding the application of the Eye Care Act in this case.

(a) Subsection (c)(2) —The Wilson Group contends that the Materials Requirement in the IPP agreement violates subsection (c)(2) of the Eye Care Act by preventing a covered person from obtaining eye care services "directly from a provider on the health benefit plan provider panel who is licensed to provide eye care." (Emphasis supplied.) OCGA § 33–24–59.12(c)(2).

The Wilson Group maintains its own optical laboratory where they prepare eyeglasses and eyeglass lenses for their patients, including Spectera plan members. They also sell contact lenses from their own inventory. Wilson contends that this practice allows the Wilson Group to control the timeliness and quality of the eye care they provide their patients and that the same level of care will not be possible if they are required to rely upon Spectera's lab. Wilson bases this assertion on his prior experience with Spectera, before the...