Wellmark, Inc. v. Iowa Dist. Court for Polk Cnty.

• Decision Date: 17 February 2017
• Docket Number: No. 15-1922,15-1922
• Citation: 890 N.W.2d 636
• Parties: WELLMARK, INC. d/b/a Wellmark Blue Cross and Blue Shield of Iowa, an Iowa Corporation, and Wellmark Health Plan of Iowa, Inc., an Iowa Corporation, Plaintiffs, v. IOWA DISTRICT COURT FOR POLK COUNTY, Defendant.
• Court: Iowa Supreme Court

890 N.W.2d 636

WELLMARK, INC. d/b/a Wellmark Blue Cross and Blue Shield of Iowa, an Iowa Corporation, and Wellmark Health Plan of Iowa, Inc., an Iowa Corporation, Plaintiffs,

v.IOWA DISTRICT COURT FOR POLK COUNTY, Defendant.

No. 15-1922

Supreme Court of Iowa.

Filed February 17, 2017

Amended April 27, 2017

Ryan G. Koopmans, Hayward L. Draper, and John T. Clendenin (until withdrawal) of Nyemaster Goode, P.C., Des Moines, for plaintiffs.

Glenn L. Norris of Hawkins & Norris, P.C., Des Moines, Steven P. Wandro of Wandro & Associates, P.C., Des Moines, and Harley C. Erbe of Erbe Law Firm, Des Moines, for defendant.

WATERMAN, Justice.

When is a case over? We have decided two prior appeals in this civil action: Mueller v. Wellmark, Inc. , 818 N.W.2d 244, 267 (Iowa 2012) (reversing summary judgment in part) (Mueller I ), and Mueller v. Wellmark, Inc. , 861 N.W.2d 563, 575 (Iowa 2015) (affirming summary judgment dismissing the fourth amended petition) (Mueller II ). After procedendo issued in Mueller II , the plaintiffs persuaded the district court to proceed with an antitrust claim they had previously stipulated was not included in their fourth amended petition. We granted the defendant's petition for a writ of certiorari and now clarify what we thought was clear before—that Mueller II ended this civil action.

I. Background Facts and Proceedings.

A. Procedural History Through Mueller II . This civil action commenced in December 2007 when Steven A. Mueller, a doctor of chiropractic, filed a breach-of-contract claim against Wellmark over a $17,376 billing dispute. Mueller I , 818 N.W.2d at 247–48. In May 2008, Mueller, joined by Bradley J. Brown, D.C.; Mark A. Kruse, D.C.; Kevin D. Miller, D.C.; and Larry E. Phipps, D.C., filed an amended petition asserting claims on behalf of a putative "class of Iowa-licensed doctors of chiropractic" who "have billed for services provided to patients enrolled in Wellmark health insurance plans." Id. at 248. Plaintiffs alleged Wellmark discriminatorily fixed prices for services performed by chiropractors at rates lower than those paid to medical doctors and doctors of osteopathic medicine. Id. at 247. Their amended petition alleged violations of Iowa insurance regulatory statutes, the Iowa Competition Law (Iowa Code chapter 553), and a national class-action settlement. See id. at 249–50. The district court, without certifying this case as a class action, granted Wellmark's motions to dismiss and for summary judgment. Id. at 250, 252.

Plaintiffs appealed. Id. at 253. We affirmed the dismissal of claims brought under the insurance statutes, holding they created no private right to sue. Id. at 258. We also affirmed summary judgment dismissing claims that Wellmark breached the national settlement in Love v. Blue Cross Blue Shield Ass'n , No. 03–21296–CIV (S.D.Fla. Apr. 19, 2008). Id. at 264–65. But we reversed the district court's summary judgment dismissing antitrust claims against Wellmark based on the state-action exemption in Iowa Code section 553.6(4) (2009). Id. at 263–64. We remanded the case for further proceedings on plaintiffs' claims under the Iowa Competition Act. Id. at 264, 267. Meanwhile, plaintiffs, joined by other doctors of chiropractic, commenced an administrative action in the Iowa Insurance Division to litigate the violations of the insurance regulatory statutes.¹

District court proceedings resumed in this civil action after our remand in Mueller I . See Mueller II , 861 N.W.2d at 566. On December 31, 2012, Wellmark moved to dismiss or stay this civil action pending the insurance commissioner's decision in the related administrative action. Wellmark argued the commissioner had primary jurisdiction because the regulator was better suited to analyze the complex antitrust allegations and effects on insurance markets. Wellmark contended the commissioner's decision may "moot" or "narrow" the issues. Plaintiffs resisted, arguing there was no need to await the commissioner's decision because their amended petition alleged "per se" violations of the Iowa Competition Act that did not require the regulator's expert analysis of the Iowa health insurance market.

Under a per se violation, an agreement is "so plainly anticompetitive that no elaborate study of the industry is needed to establish ... illegality." Id. at 568 (quoting Texaco Inc. v. Dagher , 547 U.S. 1, 5, 126 S.Ct. 1276, 1279, 164 L.Ed.2d 1, 7 (2006) ). By contrast, a rule-of-reason claim "requires plaintiffs to demonstrate that a particular arrangement ‘is in fact unreasonable and anticompetitive before it will be found unlawful.’ " Id. (quoting Dagher , 547 U.S. at 5, 126 S.Ct. at 1279, 164 L.Ed.2d at 7 ). In a rule-of-reason analysis,

the finder of fact must decide whether the questioned practice imposes an unreasonable restraint on competition, taking into account a variety of factors, including specific information about the relevant business, its condition before and after the restraint was imposed, and the restraint's history, nature, and effect [on the market.]

State Oil Co. v. Khan , 522 U.S. 3, 10, 118 S.Ct. 275, 279, 139 L.Ed.2d 199, 206 (1997). Plaintiffs specifically argued that because their amended petition alleged per se violations, the commissioner was not better suited to resolve the dispute.

Wellmark responded by inviting plaintiffs to stipulate that their pleadings included no rule-of-reason claim:

If Plaintiffs will indeed stipulate that their case be strictly limited to a claim of per se price fixing, that might indeed moot out this motion and we could go right to summary judgment. But the allegations contained in Plaintiffs' Fourth Amended and Substituted Petition ... are not so limited, and that's the pleading now before this Court....

Wellmark sought a stipulation stating,

a. Plaintiffs hereby dismiss, with prejudice, all claims except any price-fixing claims that rise to a per se violation of the Iowa Competition Act; and

b. Wellmark, in turn, withdraws its pending motion to dismiss or stay.

At the hearing on Wellmark's motion, the district court expressed an inclination to stay the proceedings. Plaintiffs rejected Wellmark's proposed stipulation but, to avoid the stay, agreed to limit their petition to per se violations. They stipulated accordingly,

Pursuant to discussions with the Court and Defendant[s'] counsel during the telephone hearing held on February 22, 2013, on Defendant's Motion to Dismiss or Stay and Defendants' Supplement to Motion to Dismiss, Plaintiffs hereby agree and stipulate that the only violation[s] of Iowa Code § 553.4 alleged in the Fourth Amended and Substituted Petition for Damages ... constitute per se violations of the Iowa Competition Act. Plaintiffs' allegations exclude a contention that a rule of reason analysis is applicable to the violation of Iowa Code § 553.4 alleged in the Fourth Amended and Substituted Petition .

(Emphasis added.) No party asked the court to notify putative class members of this stipulation. No class had been certified, and no motion for class certification had been filed. On March 4, the district court noted that based on plaintiffs' stipulation, "Defendants have advised the Court ... the motions to dismiss or stay do not need a ruling" and "the Court considers the motions withdrawn without prejudice."

Wellmark moved for summary judgment on plaintiffs' "remaining claims." Plaintiffs resisted based in part on rule-of-reason arguments. At the hearing on the motion for summary judgment, the district court sought clarification whether the rule-of-reason claim was in or out of this case:

THE COURT: Mr. Norris, the one thing I wanted to ask you about is: In your resistance you've got a fairly long section that talks about rule of reason. I don't understand that with the stipulation.

MR. NORRIS: All right. I was talking about the idea that this disposes of the entire case. All I was showing is that we could establish the elements of a rule of reason.

THE COURT: But you stipulated that this is not a rule of reason case.

MR. NORRIS: Well, but I can certainly ask to amend.

THE COURT: Well, I don't think you can after your stipulation. That was the whole point of the stipulation and why we didn't rule on the motion to dismiss.

....

MR. NORRIS: By the stipulation I made was that we believed that what we were talking about was a per se violation of the antitrust laws.

THE COURT: And that's the only claim that I have at this point.

MR. NORRIS: Well, yeah.

Plaintiffs did not move to amend the petition, and no other party moved to intervene.

On November 5, the district court ruled that Wellmark committed no per se violation of the antitrust laws. The order concluded, "[T]he defendants' Motion for Summary Judgement is GRANTED." The order further provided,

While the plaintiffs stipulated they are not asserting the rule of reason here, they argue Wellmark's price-fixing violates the Iowa Competition Law under a rule of reason analysis. Because the plaintiffs stipulated Wellmark only committed a per se antitrust violation, this Court does not consider the rule of reason here. This court offers no opinion on any potential future claim that Wellmark's actions violate Iowa Competition Law under a rule of reason analysis.

Plaintiffs filed a notice of appeal "on behalf of themselves and those like situated ... from the final order entered in this case on November 5, 2013 and from all adverse rulings and orders therein."

We unanimously affirmed the district court's ruling granting summary judgment. Mueller II , 861 N.W.2d at 575. We carefully limited the breadth of our holding for purposes of stare decisis:

We are not today foreclosing a rule of reason claim against Wellmark if it were shown that the anticompetitive consequences of its practices exceeded their procompetitive benefits. We simply uphold the district court's ruling that Wellmark's arrangements with self-insured employers and out-of-state BCBS licensees are not subject to the per se rule. Because the plaintiffs by stipulation limited

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