Trendsetter HR L. L.C. v. Zurich Am. Ins. Co. (In re Trendsetter HR L. L.C.)
| Decision Date | 11 February 2020 |
| Docket Number | No. 19-10056,19-10056 |
| Citation | 949 F.3d 905 |
| Parties | In the MATTER OF: TRENDSETTER HR L.L.C., Debtor Trendsetter HR L.L.C.; Trend Personnel Services, Incorporated; TSL Staff Leasing Incorporated, Appellants v. Zurich American Insurance Company; American Zurich Insurance Company, Appellees |
| Court | U.S. Court of Appeals — Fifth Circuit |
Davor Rukavina, Esq., Munsch Hardt Kopf & Harr, P.C., Dallas, TX, for Appellants.
Matthew Thomas Furton, Alyssa Marie Gregory, Chicago, IL, Thomas A. Connop, Esq., Dallas, TX, Locke Lord, L.L.P., for Appellees.
Before ELROD, WILLETT, and OLDHAM, Circuit Judges.
This bankruptcy appeal is mathematically complex but legally straightforward. Trendsetter HR, L.L.C., Trend Personnel Services, Inc., and TSL Staff Leasing Inc. (together "Trend") purchased workers’ compensation insurance from Zurich. After four years, Trend ditched Zurich for a new insurance provider. Zurich sued, and Trend filed for bankruptcy. The bankruptcy court allowed—and the district court affirmed—Zurich’s claims for various unpaid invoices, estimated future losses, and unpaid fee schedule write-down fees. We affirm the district court’s judgment.
From 2011–2015, Trend, through its sophisticated brokers, obtained workers’ compensation insurance from Zurich American Insurance Company. Over these four years, the basic agreement remained stable: Zurich insured Trend’s employees and paid out all workers’ compensation claims up-front; then Trend reimbursed Zurich up to Trend’s per-claim deductible.
But the mechanics varied over time. Though the contracts themselves were uniform, the contracted-for programs were not—two of the contracts provided for traditional "paid loss" plans1 and the other two created complex "incurred loss" plans. Under the incurred loss plans, Trend was required to pre-fund a loss reserve account from which Zurich would deduct qualifying expenses as incurred.2 The incurred loss programs operated as follows: Zurich initially invoiced Trend for a base level of loss reserve funding determined by the contracts;3 then it would invoice Trend periodically for adjustments to the funding level. Zurich calculated these adjustments under a contractual formula that considered both (1) what Zurich had already paid out for Trend’s current claims, and (2) what Trend’s current and future claims would likely cost moving forward.4
Beyond insurance, Trend also engaged Zurich to review submitted medical bills by applying a series of checks to each invoice processed on Trend’s behalf. One such "check" was the automated fee schedule write-down—Zurich would apply its complex algorithm to determine if the billed amount was within the applicable workers’ compensation fee schedule.5 If it was not, Zurich disputed the above-schedule billing. And if Zurich ended up paying below the billed rate, Zurich would invoice Trend for a 25% fee of these "savings"—the delta between what the parties would have paid the service provider without the fee schedule write-down and what the parties ultimately paid.6
In late 2015, Trend quit paying Zurich’s invoices and found a new workers’ compensation insurance provider. Zurich initiated arbitration to recover unpaid invoices and future losses that Zurich expected to incur due to Trend’s policies.7 Trend filed for bankruptcy. In the bankruptcy proceeding, Zurich sought $8,911,513.73, including $2,999,496 in estimated future losses.8 In response, Trend asserted various defenses and presented an expert who limited Zurich’s future losses to $1,691,000.9
After an extensive trial, the court allowed Zurich a $7,603,017 claim for unpaid invoices, pre-judgment interest, and—accepting Trend’s estimate of Zurich’s future losses under Trend’s policies—estimated future losses.10
1 $5,700,719 Liquidated Unpaid Invoices
2 + $521,711 Pre-Petition Interest on Liquidated Unpaid Invoices
3 + $1,691,000 Trend's Unliquidated Future Obligations to Zurich
4 - $310,413 Liquidated Offset for Secured Amount Held in Loss Fund
= $7,603,017 Court's Ruling as to Zurich's Allowed Claim
Trend appealed the court’s order to the Northern District of Texas.11 The district court affirmed the bankruptcy court across the board, and Trend appeals to us.
First, the law we apply. Federal bankruptcy law governs the proceeding.12 But New York law governs the contracts and, therefore, the "substance of [the bankruptcy] claims."13
Second, how we apply it. When reviewing a district court’s affirmation of a bankruptcy order, we directly review "the actions of the bankruptcy court."14 We review the court’s legal conclusions de novo.15 And we review its factual findings for clear error.16 Same goes for reviewing its conclusions of mixed questions of law and fact, as long as those questions are "primarily ... factual."17 When reviewing for clear error, we must affirm the trial court if its "account of the evidence is plausible in light of the record," even if we "would have weighed the evidence differently."18
When a debtor declares bankruptcy, its creditors may file claims against it.19 Bankruptcy claims are broadly defined as "right[s] to payment"20 as "recognized under state law."21 And if the debtor disputes a creditor’s claim, the court itself "shall determine the amount of such claim [to allow]."22
Trend first challenges two disputed-claims-turned-allowances: the bankruptcy court’s allowance of Zurich’s (1) claim for nearly three million dollars in unpaid invoices for loss reserve fund adjustments and (2) claim for nearly two million dollars in estimated future losses from Trend’s policies.23 Trend argues that the court (1) legally erred by unintentionally allowing both the unpaid-invoices claim and the future-losses claim; (2) legally erred by allowing the unpaid-invoices claim because it is not a cognizable bankruptcy claim; and (3) clearly erred in its total allowance because the evidence shows Zurich isn’t entitled to $4,674,629 in "future losses." We disagree.
First, there is no legal error due to unintentionality. The bankruptcy court purposefully, and separately, made a § 502(b) allowance—the unpaid-invoices claim—and a § 502(c) allowance—the future-losses claim.24
There is no serious argument that, after a four-day trial with witnesses and documents clarifying the difference between the unpaid-invoices claim and the future-losses claim, the court made an unintentional "double" allowance. The record shows that the court knew what the allowed invoices were requesting payment for and how those invoices related to Zurich’s estimated future losses.25 The court even considered whether its allowances left Trend "subject to double recovery," and found they did not. There was no legal error due to unintentionality.26
Second, Zurich’s unpaid-invoices claim is a cognizable bankruptcy claim because the underlying invoices are enforceable rights to payment under New York law.27 Under New York law, a party accrues a right to payment when it sends an invoice to collect on a contractual obligation.28 Here, Zurich had a contractual right to require Trend to fund adjustments to the loss reserve account. And Zurich sent Trend annual invoices for these adjustments, accruing a right to payment under New York law.29 Therefore, § 101 ’s broad definition of a claim plainly subsumes Zurich’s unpaid-invoices claim.30
Trend disagrees. Relying on federal bankruptcy law, Trend argues that the loss reserve fund adjustment invoices didn’t vest Zurich with a § 101 right to payment because Zurich didn’t have complete ownership of the loss reserve fund itself.31 This argument is unavailing. Under Raleigh and Travelers , federal bankruptcy law looks to governing state law to determine if there is a cognizable bankruptcy claim.32 And under New York law, Zurich was vested with a § 101 right to payment when it invoiced Trend for the contractually-required loss reserve fund adjustments.33 Therefore, Zurich’s unpaid-invoices claim is a cognizable bankruptcy claim, and the court did not legally err by allowing it.
Third, the bankruptcy court did not clearly err in its assessment of the evidence by concurrently allowing Zurich’s claims such that the total allowance was $4,674,629 for "future losses."34 Trend’s argument to the contrary is simple—the total amount allowed for future losses is too large considering that only a "handful" of claims under Trend’s policies remain.35
Yet Trend can’t point to a single erroneous factual assessment showing that this allowance was a mistake.36 The court’s order was based on complex evidence, testimony, and credibility determinations.37
And, even though there are only a "handful" of claims left, the record clearly establishes that workers’ compensation claims are tough to estimate; Trend’s own head of operations stated that "anything could happen."38 Therefore, the $4,674,629 allowance is plausible in light of the record—Zurich’s future losses are inherently uncertain and the court developed expertise and relied on witnesses to allow a reasonable estimate. There is no clear error here.
Trend also challenges the bankruptcy court’s allowance of Zurich’s claim for unpaid fee schedule write-down fees. Trend makes two arguments: (1) the court legally erred in allowing this claim because Zurich doesn’t have a contractual right to these fees; and (2) the court clearly erred by rejecting Trend’s unconscionability defense against this 25% fee.
We first review, de novo, whether Zurich has a contractual right to the fee schedule write-down fees; if so, the court’s allowance of this claim was proper.39 Zurich has a right to these fees if it was contractually entitled to them. To make this determination, we interpret the parties’ contract, applying New York law. We start by determining if the contract is ambiguous.40 A contract is ambiguous if it is "reasonably susceptible" to more than "one meaning."41 But if we find the contract unambiguous, we give its...
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