Greenville Hospital System v. Employee Welfare Benefit Plan
Filing
UNPUBLISHED AUTHORED OPINION filed. Originating case number: 6:14-cv-01919-TMC Copies to all parties and the district court/agency. [999676458]. [14-2170]
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UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 14-2170
GREENVILLE HOSPITAL SYSTEM,
Plaintiff - Appellant,
v.
EMPLOYEE WELFARE BENEFIT PLAN FOR EMPLOYEES OF HAZELHURST
MANAGEMENT COMPANY, Underwritten by Aetna Life Insurance
Company,
Defendant - Appellee.
Appeal from the United States District Court for the District of
South Carolina, at Greenville. Timothy M. Cain, District Judge.
(6:14-cv-01919-TMC)
Argued:
September 15, 2015
Decided:
October 13, 2015
Before KING and HARRIS, Circuit Judges, and George Jarrod HAZEL,
United States District Judge for the District of Maryland,
sitting by designation.
Affirmed by unpublished opinion.
Judge Harris
opinion, in which Judge King and Judge Hazel joined.
wrote
the
ARGUED:
Linda C. Garrett, LADDAGA – GARRETT, P.A., North
Charleston, South Carolina, for Appellant.
Deborah Whittle
Durban, NELSON MULLINS RILEY & SCARBOROUGH, LLP, Columbia, South
Carolina, for Appellee. ON BRIEF: William C. Wood, Jr., NELSON
MULLINS RILEY & SCARBOROUGH, LLP, Columbia, South Carolina, for
Appellee.
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Unpublished opinions are not binding precedent in this circuit.
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PAMELA HARRIS, Circuit Judge:
Greenville Hospital System (“Greenville”) and Aetna Health
Management,
LLC
(“Aetna”)
entered
into
an
agreement
(the
“Agreement”) under which Greenville provides hospital services
to patients covered by Aetna insurance plans and then submits
claims directly to Aetna for payment.
This case arose when
Aetna denied payment of a claim on the ground that Greenville
had not complied with Aetna’s “precertification” requirements,
as mandated by the Agreement.
The
Agreement
also
includes
an
arbitration
clause,
providing for binding arbitration of “[a]ny controversy or claim
arising out of or relating to” the Agreement.
The district
court held that Greenville’s dispute with Aetna over payment of
its claim relates to the parties’ Agreement, and is thus covered
by the arbitration clause.
We agree, and affirm the district
court’s dismissal of this case.
I.
A.
Greenville, a provider of health-care services, and Aetna,
an insurer, entered into their Agreement in 2004.
Under the
Agreement, Greenville bills Aetna directly for the services it
provides to patients insured by Aetna-administered plans, and
Aetna pays those claims at rates established by the Agreement.
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In
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most
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circumstances,
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Greenville
may
not
seek
reimbursement
directly from patients, even if Aetna denies payment on their
claims.
The Agreement requires Greenville to facilitate this
direct-billing
rights
to
process
be
by
reimbursed
obtaining
for
assignments
health
services
of
patients’
under
their
insurance plans.
Two provisions of the Agreement are of particular relevance
here.
First, under paragraph 5.1 of the Agreement, Greenville
generally must obtain “precertification” from Aetna before the
provision of services, as detailed in patients’ insurance plans,
and
give
Aetna
notice
before
admissions
for
inpatient
care.
Specifically, paragraph 5.1 provides:
Except when a [patient] requires Emergency Services,
[Greenville] agrees to comply with any applicable
precertification and/or referral requirements under
the [patient’s] Plan prior to the provision of
Hospital Services [and] . . . to notify [Aetna] within
two (2) business days, or as soon as reasonably
possible of all admissions of [patients], and of all
services for which [Aetna] requires notice.
J.A. 19.
Second, of course, is the Agreement’s arbitration clause.
The Agreement sets out in some detail how Greenville and Aetna
are
to
resolve
participation
in
disputes,
Aetna’s
continuing with mediation.
beginning
internal
with
grievance
Greenville’s
procedure
and
And in the event that mediation is
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unsuccessful, “either party may submit the dispute to binding
arbitration.”
J.A. 25.
As set out in the Agreement:
Any controversy or claim arising out of or relating to
this Agreement or the breach, termination, or validity
thereof,
except
for
temporary,
preliminary,
or
permanent injunctive relief or any other form of
equitable
relief,
shall
be
settled
by
binding
arbitration administered by the American Arbitration
Association (“AAA”) and conducted by a sole Arbitrator
(“Arbitrator”) in accordance with the AAA’s Commercial
Arbitration Rules (“Rules”).
Id.
(emphasis
added).
Emphasizing
the
importance
of
the
arbitration provision, the top of every page of the Agreement
contains the following statement, in bold lettering:
NOTICE:
THIS
AGREEMENT
IS
SUBJECT
TO
MANDATORY
ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT
OR, IF THE FEDERAL ARBITRATION ACT IS DETERMINED TO BE
INAPPLICABLE, THE UNIFORM ARBITRATION ACT, § 15-48-10,
ET[] SEQ., CODE OF LAWS OF SOUTH CAROLINA (1976), AS
AMENDED.
J.A. 10–29.
B.
The dispute at issue here arose in August of 2011, when
Greenville treated a minor child. 1
The patient’s father worked
for Hazelhurst Management Company (“Hazelhurst”), so the patient
was a beneficiary of an employee insurance plan established by
1
Greenville alleges these facts in its complaint.
In
considering a motion to dismiss, we “accept as true all wellpleaded allegations.”
Mylan Labs., Inc. v. Matkari, 7 F.3d
1130, 1134 (4th Cir. 1993).
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Hazelhurst
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and
contemplated
by
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fully
insured
by
the
Agreement,
Aetna
“Plan”). 2
(the
Greenville
obtained
As
from
the
patient’s mother an assignment of the patient’s Plan benefits,
so that Greenville could submit claims for those benefits to
Aetna.
Greenville began treating the patient on an outpatient
basis, but at some point admitted the patient to the hospital
for inpatient care.
After discharging the patient, Greenville submitted a claim
for benefits to Aetna.
Aetna denied the claim for failure to
comply with precertification requirements, explaining that “precertification/authorization
fashion.”
It
is
that
[was]
denial
unreasonable under the Plan.
not
that
received
Greenville
in
a
timely
alleges
to
be
Greenville also claims that it
requested from Aetna a copy of Plan documents related to the
dispute on March 15, 2012, and that Aetna did not provide those
documents until March 11, 2014.
C.
After
through
unsuccessfully
Aetna’s
internal
appealing
the
grievance
process,
2
denial
in
of
its
May
of
claim
2014
The corporate entity that insures the Plan is Aetna Life
Insurance Company.
The Parties do not dispute that Aetna Life
Insurance Company is covered by the Agreement, which extends to
all affiliates of Aetna Health Management, LLC, and like the
parties, we use “Aetna” to refer to both.
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Greenville filed suit against the Plan in the District of South
Carolina.
It brought two derivative claims as the assignee of a
Plan beneficiary: one for failure to pay benefits and one for
failure to provide Plan documents in a timely manner.
the
Plan’s
dismiss
underwriter,
the
suit,
moved
arguing
to
that
compel
the
Aetna, as
arbitration
Agreement’s
and
to
arbitration
clause governed the parties’ dispute.
The
district
court
agreed.
Greenville
filed
its
claim
pursuant to the Agreement, it reasoned, and Aetna denied that
claim under the Agreement, based on Greenville’s obligation to
comply with Plan precertification requirements.
it
held,
to
show
that
Greenville’s
That is enough,
claims
to
payment
are
“related” to the Agreement, particularly under the federal-law
presumption
agreements.
in
favor
of
Greenville
a
broad
Hosp.
construction
Sys.
v.
Emp.
of
arbitration
Welfare
Benefits
Plan, C/A No. 6:14-1919-TMC, 2014 WL 4976588, at *4 (D.S.C. Oct.
3,
2014).
Accordingly,
the
district
court
motion to compel arbitration and to dismiss.
timely appeal followed.
7
granted
Aetna’s
Id. at *5.
This
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II.
A.
We review the district court’s arbitrability determination
de novo.
Cara’s Notions, Inc. v. Hallmark Cards, Inc., 140 F.3d
566, 569 (4th Cir. 1998).
As the district court recognized, our evaluation of the
Agreement’s arbitration clause is guided by the “federal policy
favoring arbitration” established by the Federal Arbitration Act
(“FAA”), 9 U.S.C. § 1 et seq. (2012).
Adkins v. Labor Ready,
Inc., 303 F.3d 496, 500 (4th Cir. 2002) (quoting Volt Info.
Scis., Inc. v. Bd. of Trs. of Leland Stanford Jr. Univ., 489
U.S.
468,
475–76
(1989)).
We
must
construe
the
arbitration
clause broadly, resolving any “ambiguities as to [its] scope” in
favor of arbitration.
have
agreed
to
an
Id.
Put differently, where the parties
arbitration
clause,
a
court
should
order
arbitration “unless it may be said with positive assurance that
the arbitration clause is not susceptible of an interpretation
that
covers
the
asserted
dispute.”
United
Steelworkers
v.
Warrior & Gulf Navigation Co., 363 U.S. 574, 582–83 (1960).
If
a court determines, after applying this presumption in favor of
arbitration, that all of the issues presented are arbitrable,
then it may dismiss the case, as the district court did here.
Choice Hotels Int’l, Inc. v. BSR Tropicana Resort, Inc., 252
F.3d 707, 709–10 (4th Cir. 2001).
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B.
We begin with the language of the arbitration clause, which
extends
to
“[a]ny
controversy
relating to” the Agreement.
or
claim
arising
out
of
or
As we have recognized before, the
“arising out of or relating to” formulation is a broad one,
“capable
of
an
expansive
reach.”
Am.
Recovery
Corp.
v.
Computerized Thermal Imaging, Inc., 96 F.3d 88, 93 (4th Cir.
1996) (citing Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388
U.S.
395,
398
(1967)).
Such
a
clause
“does
not
limit
arbitration to the literal interpretation or performance of the
contract.
It embraces every dispute between the parties having
a significant relationship to the contract regardless of the
label attached to the dispute.”
Poulenc
Textile,
S.A.,
863
J.J. Ryan & Sons, Inc. v. Rhone
F.2d
315,
321
(4th
Cir.
1988)
(interpreting arbitration clause covering all disputes “arising
in connection” with the agreement).
Even before we apply the
presumption in favor of arbitration, in other words, we start
here with a particularly comprehensive agreement to arbitrate.
On its face, that agreement to arbitrate plainly extends to
Greenville’s
claims
against
Aetna.
Whether
Greenville
is
entitled to payment from Aetna will turn on whether Greenville
complied with applicable precertification requirements, and, if
not, the appropriate penalty for that failure.
Greenville’s
obligation
to
comply
9
with
The source of
precertification
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requirements is the Agreement, paragraph 5.1 of which requires
Greenville
to
follow
“any
applicable
precertification
referral requirements under the [patient’s] Plan.”
and/or
It follows,
as the district court concluded, that the dispute here has a
“significant relationship” to the Agreement, J.J. Ryan & Sons,
863 F.2d at 321, which is all that is needed to bring it within
the scope of the arbitration clause.
Greenville’s
primary
argument
is
that
because
its
claim
cannot be resolved by the terms of the Agreement alone, and will
instead require reference to the precertification rules of the
patient’s
insurance
Plan,
it
relat[e] to” the Agreement.
does
not
“aris[e]
out
of
or
We disagree.
We have no quarrel
with the premise of Greenville’s argument:
Under paragraph 5.1
of
the
apply
Agreement,
in
a
the
given
insurance plan.
particular
case
will
precertification
be
elaborated
by
rules
a
that
patient’s
But it does not follow that a dispute over
precertification does not “relate” to the Agreement as well,
given that it is the Agreement that obliges Greenville to adhere
to precertification protocols at all.
In support of its argument, Greenville relies primarily on
out-of-circuit
involving
cases
health-care
considering
agreements
whether
arise
certain
under
the
claims
Employee
Retirement Income Security Act of 1974 (“ERISA”), rather than
state
contract
law,
for
purposes
10
of
federal
question
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jurisdiction and preemption.
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In Lone Star OB/GYN Associates v.
Aetna Health Inc., for instance, the Fifth Circuit held that
disputes over a “right to payment” require determinations under
individual insurance plans covered by ERISA, whereas disputes
regarding
the
appropriate
“rate
of
payment”
call
only
for
interpretation of provider agreements that fall outside ERISA’s
scope and so may be heard in state court.
(5th Cir. 2009). 3
579 F.3d 525, 530
According to Greenville, its claim falls on
the “right to payment” side of the line, and thus arises under
the
patient’s
insurance
plan
rather
than
under
its
provider
agreement with Aetna.
We may assume the validity of Greenville’s premise here —
that its precertification dispute with Aetna would be treated as
a “right to payment” dispute arising under ERISA by Lone Star
and similar cases.
But that does not mean that its dispute does
not also “relate to” the Agreement between Greenville and Aetna,
under the terms of the arbitration clause.
The question in
cases like Lone Star is whether a claim has any connection to an
3
Other circuits have used the same distinction between
“right to payment” and “rate of payment” claims to determine
whether ERISA applies.
See, e.g., Montefiore Med. Ctr. v.
Teamsters Local 272, 642 F.3d 321, 331 (2d Cir. 2011); Conn.
State Dental Ass’n v. Anthem Health Plans, Inc., 591 F.3d 1337,
1350 (11th Cir. 2009); Pascack Valley Hosp. v. Local 464A UFCW
Welfare Reimbursement Plan, 388 F.3d 393, 403–04 (3d Cir. 2004);
Blue Cross v. Anesthesia Care Assocs. Med. Grp., Inc., 187 F.3d
1045, 1051 (9th Cir. 1999).
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ERISA-covered
insurance
plan,
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for
purposes
of
establishing
federal jurisdiction, or whether it instead arises exclusively
under a provider agreement like the Agreement here.
See 579
F.3d at 530–31.
The arbitration clause, on the other hand, is
not
claims
limited
to
that
arise
exclusively
—
or
indeed,
“arise” at all — under the Agreement; instead, it extends to any
claim “arising out of or relating to” the Agreement.
Whether or
not Greenville’s precertification dispute with Aetna “arises out
of”
the
Agreement,
commitment
under
it
clearly
that
“relates
Agreement
to
unpersuaded
by
to”
abide
Greenville’s
by
Aetna’s
precertification rules.
We
are
similarly
Greenville's
second
argument: that the arbitration clause does not apply because
Greenville is bringing derivative, rather than direct, claims
against
Aetna.
The
claims
in
this
case
originated
with
a
patient, before Greenville, consistent with its Agreement with
Aetna, obtained an assignment of those claims from the patient’s
mother.
patient
Because
in
a
suit
the
arbitration
against
Aetna,
clause
would
Greenville
not
argues,
bind
the
it
also
should not bind Greenville when it steps into the shoes of that
patient to sue on his claim.
We disagree.
that
it
is
Nothing about the arbitration clause suggests
intended
to
exclude
from
its
scope
claims
that
otherwise “aris[e] out of or relat[e] to” the Agreement solely
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because
they
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rest
on
assignments.
Agreement’s
direct-payment
assignment,
obligating
assignments
Services
to
of
be
benefits
made
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On
system
to
authorizing
to
contrary:
expressly
Greenville
directly
the
contemplates
“obtain[]
payment
The
for
[Greenville].”
signed
Hospital
J.A.
17.
Assignment is what the parties bargained for when they entered
into the Agreement, including its arbitration clause, and the
derivative nature of a claim does not preclude it from “relating
to” the Agreement. 4
At a minimum, the arbitration clause is
“susceptible
interpretation
of
an
that
covers”
derivative
claims, United Steelworkers, 363 U.S. at 582–83, and under the
presumption in favor of arbitration, that is enough for us to
conclude that it governs this dispute.
4
Our analysis is consistent with CardioNet, Inc. v. Cigna
Health Corp., 751 F.3d 165 (3d Cir. 2014), on which Greenville
principally relies.
There, the Third Circuit considered a
provider-agreement arbitration clause limited to disputes over
“the performance or interpretation of the Agreement.”
Id. at
173.
The court held that this clause did not reach derivative
claims but expressly acknowledged that a different arbitration
clause might, if the clause “intimat[ed] that the parties
intended to arbitrate such claims.”
Id. at 179.
The
arbitration clause in front of us is significantly broader than
the one at issue in CardioNet, and the Agreement to which it
refers specifically provides for the assignment of claims.
Under those circumstances, and given both parties’ level of
sophistication, cf. Carnival Cruise Lines, Inc. v. Shute, 499
U.S. 585, 597–98 (1991) (Stevens, J., dissenting), we conclude
that Greenville had ample notice that its assigned claims would
be subject to arbitration to the extent they arose under or
related to the Agreement.
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III.
For the reasons set forth above we affirm the decision of
the district court in all respects.
AFFIRMED
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