Vanguard Plastic Surgery, PLLC v. UnitedHealthcare Ins. Co.
| Decision Date | 27 February 2023 |
| Docket Number | 22-60488-CIV-ALTMAN/Hunt |
| Parties | VANGUARD PLASTIC SURGERY, PLLC, d/b/a Vanguard Aesthetic and Plastic Surgery, Plaintiff, v. UNITEDHEALTHCARE INSURANCE COMPANY, Defendant. |
| Court | U.S. District Court — Southern District of Florida |
The Defendant, UnitedHealthcare Insurance Company, has filed a Motion to Dismiss [ECF No. 15] (the “Motion”) the Plaintiff's Amended Complaint [ECF No. 11] under FED. R CIV. P. 12(b)(6). We referred the Motion to U.S. Magistrate Judge Patrick M. Hunt. See Order of Referral [ECF No. 26] at 1. Magistrate Judge Hunt issued a Report and Recommendation [ECF No. 29] (the “R&R”), in which he recommended that we GRANT the Motion “to the extent that Plaintiff's Count III . . should be dismissed” and that we DENY the rest of the Motion, id. at 10. Magistrate Judge Hunt also cautioned the parties as follows:
Within fourteen (14) days after being served with a copy of this Report and Recommendation, any party may serve and file written objections to any of the above findings and recommendations as provided by the Local Rules for this district. 28 U.S.C. § 636(b)(1); S.D. FLA. MAG. R. 4(b). The parties are hereby notified that a failure to timely object waives the right to challenge on appeal the District Court's order based on unobjected-to factual and legal conclusions contained in this Report and Recommendation. 11th CIR. R. 3-1 (2018); see Thomas v. Arn, 474 U.S. 140 (1985).
Id. at 11. The Defendant filed timely Objections to the R&R, see UnitedHealthcare's Objections [ECF No. 32] (“Objections”), and Vanguard responded, see Response in Opposition to Defendant's Objections [ECF No. 35] (“Response”). After careful review, we OVERRULE the Defendant's Objections and ADOPT Magistrate Judge Hunt's R&R in full.
When a magistrate judge's “disposition” has been objected to, district courts must review that disposition de novo. FED. R. CIV. P. 72(b)(3). But, when no party has timely objected, “the court need only satisfy itself that there is no clear error on the face of the record in order to accept the recommendation.” FED. R. CIV. P. 72 advisory committee's notes (citation omitted). Although Rule 72 itself is silent on the standard of review, the Supreme Court has acknowledged that Congress's intent was to require a de novo review only where objections have been properly filed-and not when neither party objects. See Thomas v. Arn, 474 U.S. 140, 150 (1985) (). In any event, the “[f]ailure to object to the magistrate [judge]'s factual findings after notice precludes a later attack on these findings.” Lewis v. Smith, 855 F.2d 736, 738 (11th Cir. 1988) (citation omitted).
This case is about “the unreasonably low rate at which Defendant reimbursed Plaintiff for medical services Plaintiff provided to a patient, T.S., covered under a preferred provider health insurance policy issued, insured, operated and/or administered by Defendant.” Amended Complaint ¶ 1 (parenthetical omitted). Vanguard (our Plaintiff) was a provider in a “shared savings network,” known as the Three Rivers Provider Network (“TRPN”), which “provide[s] payers (like Defendant) the right to access out-of-network providers with which payers do not have direct contacts (like Plaintiff) at a negotiated, discounted rate of reimbursement for services provided to insureds (like Patient).” Id. ¶¶ 36-37. Vanguard and TRPN entered into an agreement with each other, under the terms of which insurers who had also contracted with TRPN (like the Defendant) were “obligated to make payment directly to Plaintiff at the TRPN shared savings rates”-which the agreement defined as a rate “equal to a seven percent (7%) discount of Plaintiff s billed charges for ‘covered services,' less any patient responsibility amounts.” Id. ¶¶ 39, 41.
Unfortunately for Vanguard, the Defendant “has paid Plaintiff a total of $3,129.79” on the claims Vanguard submitted to the Defendant for reimbursement relating to T.S.'s treatment-which was only 1.98% of the $158,188.50 Vanguard charged T.S. Id. ¶¶ 71-76. In Vanguard's view, Florida law required UnitedHealthcare to “reimburse Plaintiff for the services it provided to [T.S.] at rates equal to the shared savings rates Defendant was required to pay pursuant to the [TRPN] agreement and/or the fair market or reasonable value of Plaintiff's services.” Id. ¶ 4. To vindicate this view, Vanguard has asserted five claims against the Defendant: two counts of breach of an implied-in-fact contract (Counts I & II), see id. ¶¶ 96-129; one count of unjust enrichment/breach of implied-in-law contract (Count III), see id. ¶¶ 130-45; one count of promissory estoppel (Count IV), see id. ¶¶ 14656; and one count under FLA. STAT. §§ 627.64194(4) & 641.513(5) (Count V), see id. ¶¶ 157-74.
In response to the Amended Complaint, the Defendant filed a motion to dismiss under Rule 12(b)(6). In that motion, the Defendant's primary contention was that the Amended Complaint- which is entirely based on (alleged) violations of Florida law-must be dismissed because its claims are preempted by ERISA. See Motion at 5 (“Plaintiff s state-law theories of relief ‘relate to' an employee welfare benefit plan, within the meaning of the express preemption provision of [ERISA].”). The motion also argued that Id. at 10-11 (emphasis in original). Finally, the motion claimed that some of Vanguard's individual counts were legally insufficient under state law. In brief, the Defendant averred that: (1) Counts I and II should be dismissed because Vanguard “failed to allege mutual assent necessary to enforce a contract impliedin-fact,” id. at 12; (2) Count III was insufficient because the “Plaintiff did not confer a direct benefit on United,” id. at 15; and (3) the promissory-estoppel claim (Count IV) was improperly predicated on a promise that was “too vague to be enforceable,” id. at 18.
Magistrate Judge Hunt mostly rejected the Defendant's arguments. First, the Magistrate Judge relied on another (very similar) case from our District, Vanguard Plastic Surgery, PLLC v. United Health Group Inc., 2021 WL 4651504 (S.D. Fla. Sept. 21, 2021) (Singhal, J.), and concluded that “Plaintiff s state law claims were not defensively preempted by ERISA.” R&R at 5. In saying so, Magistrate Judge Hunt reasoned-as Judge Singhal had in Vanguard-that T.S.'s insurance policy with the Defendant was effectively irrelevant because the Plaintiff “‘is not seeking payment under the Plan itself,' but instead grounded its claims in ‘its interactions with Defendants independent of the Plan.'” Id. at 5-6 (quoting Vanguard, 2021 WL 4651504, at *3). Second, Magistrate Judge Hunt found that Counts I and II were properly pled because the “Plaintiff has adequately alleged, for the purposes of a motion to dismiss, an implicit promise to pay Plaintiff at the TRPN rates.” Id. at 8. Third, Magistrate Judge Hunt agreed with the Defendant that “the benefit conferred is not sufficient to justify Plaintiff's implied-in-law claims”-and that, as a result, Count III should be dismissed. Id. at 9. Fourth, Magistrate Judge Hunt concluded “that Plaintiff s complaint adequately alleges promissory estoppel liability” because “Plaintiff did, indeed, render services based on [the reasonable assumption that the Defendant would perform as expected].” Id. at 10. The Defendant has now objected to all of Magistrate Judge Hunt's recommendations-except (of course) for his conclusion that Count III should be dismissed. See generally Objections.[1] We'll address each of these Objections in turn.
“ERISA is a comprehensive statute designed to promote the interests of employees and their beneficiaries in employee benefit plans.” Shaw v. Delta Air Lines, Inc., 463 U.S. 85, 90 (1983). “ERISA permits a plan participant or beneficiary to bring a civil action to recover benefits that are due under the terms of the plan or to enforce or clarify rights under the plan.” Jean Baptiste v. Securian Fin. Grp., Inc., 557 F.Supp.3d 1271, 1281 (S.D. Fla. 2021) (Altman, J.) (citing 29 U.S.C. § 1132(a)(1)(B)). A major component of ERISA-designed to help effectuate its broad and comprehensive scope-is its preemption provision, which “‘supersede[s] any and all State laws insofar as they may now or hereafter relate to any employment benefit plan' covered by ERISA.” Egelhoff v. Egelhoffex rel. Breiner, 532 U.S. 141, 147 (2001) (quoting 29 U.S.C. § 1144(a)). ERISA's preemption clause “is conspicuous for its breadth” and must be “expansively applied” to conclusively preempt “all state laws that relate to ERISA covered plans.” Swerhun v. Guardian Life Ins. Co. of Am., 979 F.2d 195, 197 (11th Cir. 1992) (cleaned up).[2] At the same time, the Supreme Court has warned lower courts that, while ERISA's preemptive reach is broad, the term “relate to” shouldn't be taken to “the furthest stretch of its indeterminacy, or else for all practical purposes pre-emption would never run its course.” Egelhoff, 532 U.S. at 148.
The Defendant advances two ERISA-related objections. One, the Defendant says that Magistrate Judge Hunt should've considered T.S.'s health-insurance policy (which United attached to its ...
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