Townsend v. Chartswap, LLC

• Decision Date: 26 November 2021
• Docket Number: No. 2019AP2034,2019AP2034
• Citation: 399 Wis.2d 599,2021 WI 86,967 N.W.2d 21
• Parties: Andrea TOWNSEND, Plaintiff-Appellant, v. CHARTSWAP, LLC, Defendant-Respondent-Petitioner.
• Court: Wisconsin Supreme Court

399 Wis.2d 599

967 N.W.2d 21

2021 WI 86

Andrea TOWNSEND, Plaintiff-Appellant,

v.CHARTSWAP, LLC, Defendant-Respondent-Petitioner.

No. 2019AP2034

Supreme Court of Wisconsin.

Oral Argument: September 29, 2021

Opinion Filed: November 26, 2021

For the defendant-respondent-petitioner, there were briefs filed by Thomas L. Shriner, Jr., Andrew J. Wronski, Philip C. Babler, Anne-Louise T. Mittal, and Foley & Lardner LLP, Milwaukee. There was an oral argument by Thomas L. Shriner, Jr.

For the plaintiff-appellant, there was a brief filed by Robert J. Welcenbach and Welcenbach Law Offices, S.C., Milwaukee; with whom on the brief was Scott C. Borison and Legg Law Firm LLC, Baltimore, Maryland; with whom on the brief was Jon Craig Jones and Jones & Hill, LLC, Oakdale, Louisiana. There was an oral argument by Scott C. Borison.

An amicus curiae brief was filed on behalf of Wisconsin Association for Justice by Brett A. Eckstein and Cannon & Dunphy, S.C., Brookfield.

PATIENCE DRAKE ROGGENSACK, J.

¶1 We review the court of appeals’ decision¹ reversing the circuit court's² dismissal of Andrea Townsend's claim against ChartSwap, LLC ("ChartSwap") for unlawfully overcharging her for copies of her medical records in contravention of the fee restrictions set out in Wis. Stat. § 146.83(3f) (2017-18).³ On appeal, ChartSwap urges us to reverse the court of appeals, arguing that the statutory fee restrictions do not apply to it because it is not a health care provider, which is statutorily defined, and because principles of agency law do not impose personal liability on it for the fees it charged.

¶2 We conclude that, under a plain meaning interpretation of Wis. Stat. § 146.81(1), ChartSwap is not a health care provider; and, therefore, it is not subject to the fee restrictions in Wis. Stat. § 146.83(3f)(b), which regulate health care providers. Additionally, we conclude that neither common law principles of agency nor the plain meaning of Wis. Stat. § 990.001(9) supports the conclusion that an agent is personally liable for charging more for health care records than the statute permits its principal to charge. Accordingly, we reverse the decision of the court of appeals.

I. BACKGROUND

A. Factual History⁴

¶3 On August 2, 2016, Andrea Townsend ("Townsend") was injured in a car crash.

Townsend retained a law firm for her personal injuries, and the firm, with her written consent, sought certified health care records and billings from Milwaukee Radiologists, which was involved in her care.

¶4 Following her attorney's request, ChartSwap replied on behalf of Milwaukee Radiologists and provided a one page certified health care record to Townsend, for which it charged $35.87. Townsend's attorneys paid the bill. Townsend then asserted claims against ChartSwap for negligent or intentional violation of the fee structure dictated for health care providers in Wis. Stat. § 146.83(3f)(b) and a claim for unjust enrichment.⁵ Townsend also alleged that ChartSwap had collected fees as the agent for and on behalf of Milwaukee Radiologists.

B. Procedural History

¶5 In the circuit court, ChartSwap moved to dismiss the complaint for failure to state a claim upon which relief can be granted. ChartSwap alleged that Wis. Stat. § 146.83(3f)(b) applies only to "health care providers" and that Townsend's complaint did not allege that ChartSwap was a health care provider within the statutory definition of that term. Moreover, ChartSwap, after initially disputing that it was the agent of Milwaukee Radiologists, argued that even if it were its agent, ChartSwap was not personally liable under Wisconsin common law principles of agency.

¶6 The circuit court granted ChartSwap's motion to dismiss. It relied on the plain language of Wis. Stat. § 146.83(3f)(b) to determine that the fee restrictions applied only to health care providers. Therefore, because the complaint failed to allege that ChartSwap was a health care provider, it failed to state a claim upon which relief could be granted. Additionally, the circuit court held that, regardless of whether ChartSwap was an agent for Milwaukee Radiologists, the common law of agency in Wisconsin does not impute a principal's liability for failing to comply with § 146.83(3f)(b) to an agent. The circuit court entered judgment dismissing Townsend's complaint, and she appealed.

¶7 The court of appeals reversed, holding that, as an agent of Milwaukee Radiologists under Wis. Stat. § 990.001(9), ChartSwap was subject to the fee restrictions provided by Wis. Stat. § 146.83(3f)(b). The court of appeals held that, although § 146.83(3f)(b) applied only to health care providers, and ChartSwap was not a health care provider as defined by statute, the intent of the legislature and purpose of the statute––to "protect patients from being charged excessive fees for access to information in the custody and control of health care providers"––would be undermined if § 146.83(3f)(b) were not applied to ChartSwap. Townsend v. ChartSwap, LLC, 2020 WI App 79, ¶¶8, 9, 13, 395 Wis. 2d 229, 952 N.W.2d 831.

¶8 In so concluding, the court of appeals interpreted Wis. Stat. § 146.83(3f)(b) as follows:

[I]n conjunction with the remedial provision set forth in Wis. Stat. § 146.84(1)(b), which explicitly imposes liability upon ‘any person ... who violates [§] 146.83,’ and Wis. Stat. § 990.001(9), which expressly states that when construing legislative requirements found in all statutes, the legislature's requirements apply with equal force to the acts of agents.

Id., ¶10. The court of appeals reasoned that this conjunctive interpretation guarded against the "absurd" result of allowing health care providers to charge patients "more than the reasonable copying and mailing costs if the providers hire others to perform the task of supplying the records." Id., ¶14. Therefore, the court of appeals concluded that § 146.83(3f)(b), when read together with § 146.84(1)(b) and § 990.001(9), required ChartSwap to adhere to the fee restrictions in § 146.83(3f)(b).

¶9 We granted ChartSwap's petition for review.⁶ On review, we determine: (1) whether Wis. Stat. § 146.83(3f)(b) applies its fee restrictions to a person who is not within one of the statutorily-defined categories of "health care providers" and (2) whether Wis. Stat. § 990.001(9) requires that an agent be held liable for charging more for health care records than § 146.83(3f)(b) directs.

II. DISCUSSION

A. Standard of Review

¶10 A motion to dismiss tests the legal sufficiency of the complaint. Serv. Emps. Int'l Union, Loc. 1 v. Vos, 2020 WI 67, ¶26, 393 Wis. 2d 38, 946 N.W.2d 35. Upon a motion to dismiss, we accept as true all facts well-pleaded in the complaint and the reasonable inferences therefrom. Kaloti Enters., Inc. v. Kellogg Sales Co., 2005 WI 111, ¶11, 283 Wis. 2d 555, 699 N.W.2d 205. However, a court cannot add facts in the process of construing a complaint. John Doe 1 v. Archdiocese of Milwaukee, 2005 WI 123, ¶19, 284 Wis. 2d 307, 700 N.W.2d 180. Moreover, "legal conclusions asserted in a complaint are not accepted, and legal conclusions are insufficient to withstand a motion to dismiss." Data Key Partners v. Permira Advisers LLC, 2014 WI 86, ¶18, 356 Wis. 2d 665, 849 N.W.2d 693. Therefore, our focus is on factual allegations made in the complaint. Serv. Emps. Int'l Union, Loc. 1, 393 Wis. 2d 38, ¶26, 946 N.W.2d 35. We determine whether the facts alleged state a claim for relief, which is a legal question that we review independently. Id.

¶11 Additionally, this case involves questions of statutory interpretation and application. Statutory interpretation and application present questions of law that we independently review, while benefitting from the decisions of the circuit court and the court of appeals. Marder v. Bd. of Regents of the Univ. of Wis. Sys., 2005 WI 159, ¶19, 286 Wis. 2d 252, 706 N.W.2d 110.

B. Wisconsin Stat. §§ 146.83(3f)(b) and 146.84(1)(b)

¶12 The "purpose of statutory interpretation is to determine what the statute means so that it may be given its full, proper, and intended effect." State ex rel. Kalal v. Cir. Ct. for Dane Cnty., 2004 WI 58, ¶44, 271 Wis. 2d 633, 681 N.W.2d 110. Statutory interpretation begins with the language of the statute. If the meaning of the words are plain and unambiguous, a court's inquiry ends and there is no need to consult extrinsic sources of interpretation, such as legislative history. Id., ¶¶45, 46. Statutory language is given its "common, ordinary, and accepted meaning, except that technical or specially-defined words or phrases are given their technical or special definitional meaning." Id., ¶45 (citing Bruno v. Milwaukee Cnty., 2003 WI 28, ¶¶8, 20, 260 Wis. 2d 633, 660 N.W.2d 656 ).

¶13 In addition to the plain words of the text, "[c]ontext is important to meaning. So, too, is the structure of the statute in which the operative language appears." Kalal, 271 Wis. 2d 633, ¶46, 681 N.W.2d 110. Therefore, "statutory language is interpreted in the context in which it is used; not in isolation but as part of a whole; in relation to the language of surrounding or closely-related statutes; and reasonably, to avoid absurd or unreasonable results ... [and] read where possible to give reasonable effect to every word, in order to avoid surplusage." Id. When courts interpret a statute, they are not at liberty "to disregard the plain, clear words of the statute." Id.

¶14 Turning to the statute at issue, Wis. Stat. § 146.83(3f)(b), it provides that when fulfilling a request by a person for medical records, a health care provider may charge no more than the total of all of the following that apply:

1. For paper copies: $1 per page for the first 25 pages; 75 cents per page for pages 26 to 50; 50 cents per page for pages 51 to 100; and 30 cents per page for pages 101 and above.

2. For microfiche or microfilm copies, $1.50 per page.

3. For a print of an X-ray, $10 per image.

4. If the requester is not the patient or a person authorized by the patient, for certification of copies,

...