Hartford Fire Insurance Company v. Alabama Pain Center, LLC et al

Filing 129

MEMORANDUM OPINION AND ORDER: the court DENIES Defendants' motion for judgment on the pleadings. The court DENIES as moot Plaintiff's motion for oral argument. The court LIFTS the stay on discovery and will enter a revised scheduling order contemporaneously. Signed by Magistrate Judge Herman N Johnson, Jr on 12/28/20. (BJL)

FILED
2020 Dec-28 PM 02:44
U.S. DISTRICT COURT
N.D. OF ALABAMA

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ALABAMA
NORTHEASTERN DIVISION
HARTFORD FIRE INSURANCE
COMPANY,
Plaintiff
vs.
ALABAMA PAIN CENTER, LLC,
et al.,
Defendants

)
)
)
)
)
)
)
)
)
)
)

Case No. 5:17-cv-02132-HNJ

MEMORANDUM OPINION AND ORDER
This diversity action proceeds before the court on Defendants’ Motion for
Judgment on the Pleadings on their Second and Fourth Defenses for lack of standing
and lack of subject matter jurisdiction. (Doc. 113). In this civil action, Hartford
claims Defendants misrepresented the amount of medication it dispensed to certain
patients, resulting in Hartford’s overpayment on reimbursements it tendered on
workers’ compensation insurance claims. The record reveals the existence of disputed
issues of fact as to whether Hartford constituted the payor on the reimbursements,
which incites concerns whether Hartford suffered an injury pursuant to the
constitutional standing doctrine, and whether it possesses legal rights and interests as
to the prudential standing doctrine. Therefore, based on the analyses herein, the court
DENIES Defendants’ motion.

PROCEDURAL POSTURE
A party may move for judgment on the pleadings only after the pleadings have
closed. See Fed. R. Civ. P. 12(c). Under the typical scenario, “[j]udgment on the
pleadings is proper when no issues of material fact exist, and the moving party is entitled
to judgment as a matter of law based on the substance of the pleadings and any judicially
noticed facts.” Interline Brands, Inc. v. Chartis Specialty Ins. Co., 749 F.3d 962, 965 (11th
Cir. 2014) (internal citation omitted). In determining whether a defendant is entitled
to judgment on the pleadings, courts must “accept all the facts in the complaint as true
and view them in the light most favorable to the non-moving party.”

Id.

If

comparison of the averments in the pleadings reveals a material dispute of fact, the
court must deny judgment on the pleadings. Perez v. Wells Fargo N.A., 774 F.3d 1329,
1335 (11th Cir. 2014).
However, Rule 12(c) also may serve as a vehicle for asserting a Rule 12(b) motion
See Jiles v. United Parcel Serv., Inc., No.

to dismiss after pleadings have closed.

308CV01192J25MCR, 2010 WL 11519465, at *2 (M.D. Fla. May 12, 2010), aff’d, 413 F.
App’x 173 (11th Cir. 2011) (“Rule 12(c) is also a vehicle by which litigants may, after the
pleadings are closed, assert a 12(b)(6) motion for their opponent’s failure to state a claim
upon which relief can be granted.”) (citation omitted); Gold v. Markham, No. 98-7036CIV, 1998 WL 1118629, at *1 (S.D. Fla. Dec. 2, 1998) (“Although Markam styles his
motion as one for judgment on the pleadings, the crux of his arguments is that the Tax
2

Injunction Act, 29 U.S.C. § 1341, and principles of comity bar federal subject matter
jurisdiction over this controversy. Therefore, the Court considers Markam’s motion
to be brought pursuant to Federal Rule of Civil Procedure 12(b)(1) rather than 12(c).”);
5C Charles Alan Wright, Arthur R. Miller & May Kay Kane, Federal Practice and
Procedure § 1367 (3d ed. 1995) (Rule 12(c) may serve “as an auxiliary device that enables
a party to assert certain procedural defenses after the close of the pleadings”); see also
Fed. R. Civ. P. 12(h)(3) (“If the court determines at any time that it lacks subject-matter
jurisdiction, the court must dismiss the action.”).
When a party raises subject matter jurisdiction challenges pursuant to Rule 12(c),
the court will apply the same standards that govern a motion to dismiss for lack of
jurisdiction pursuant to Rule 12(b)(1). U.S. ex rel. Powell v. Am. InterContinental Univ.,
Inc., No. 1:08-CV-2277-RWS, 2012 WL 2885356, at *3 (N.D. Ga. July 12, 2012) (citing
Dorsey v. Georgia Dep’t of State Rd. & Tollway Auth. SRTA, No. CIV.A. 1:09-CV1182, 2009 WL 2477565, at *3 n. 1 (N.D. Ga. Aug. 10, 2009) (in turn citing 5C Charles
Alan Wright, Arthur R. Miller & May Kay Kane, Federal Practice and Procedure § 1367
(3d ed. 1995))) (“While the Court will operate under Rule 12(c), the Rule 12(b)(1)
standards apply to this construed 12(c) motion.”).
“Federal courts are courts of limited jurisdiction” and, as such, possess the power
to hear cases only as authorized by the Constitution or United States’ laws. Kokkonen v.
Guardian Life Ins. Co. of Am., 511 U.S. 375, 377 (1994). “[B]ecause a federal court is
3

powerless to act beyond its statutory grant of subject matter jurisdiction, a court must
zealously insure that jurisdiction exists over a case.” Smith v. GTE Corp., 236 F.3d 1292,
1299 (11th Cir. 2001).
Federal Rule of Civil Procedure 12(b)(1) permits a district court to dismiss a case
for “lack of subject-matter jurisdiction.” Fed. R. Civ. P. 12(b)(1). Plaintiff bears the
burden of persuasion on establishing the court’s subject matter jurisdiction. OSI, Inc.
v. United States, 285 F.3d 947, 951 (11th Cir. 2002) (citing Thomson v. Gaskill, 315 U.S. 442,
446 (1942); Menchaca v. Chrysler Credit Corp., 613 F.2d 507, 511 (5th Cir. 1980)).
BACKGROUND
Plaintiff, Hartford Fire Insurance Company (Hartford), filed suit against
Alabama Pain Center, LLC (APC), and Covenant Pain Therapies Center, LLC
(Covenant), asserting causes of action for fraud, unjust enrichment, money paid by
mistake, rescission, and successor liability. Hartford’s Amended Complaint alleges
Hartford issued worker’s compensation policies covering patients who received pain
management treatment from APC and Covenant. After providing treatment to a
covered patient, APC and Covenant would submit an HCFA 1500 form to Hartford
requesting reimbursement for covered expenses.

Each form contained

representations regarding the volume of medication dispensed to the patient, and
Hartford determined the amount of reimbursement due based upon those
representations.
4

Hartford claims that APC misrepresented the amounts of medication it
dispensed to three patients between July 8, 2012, and February 8, 2016, resulting in
Hartford overpaying APC a total of $503,006.56. Hartford also claims that Covenant
rendered similar misrepresentations regarding the same three patients between May 18,
2017, and October 8, 2017, resulting in an overpayment of $14,788.99. APC and
Covenant deny fostering any misrepresentations, and they refuse to reimburse Hartford
for the alleged overpayments. Hartford claims that Covenant, as APC’s successor-ininterest, bears liability for all amounts APC owes. (See Doc. 21).
APC and Covenant both answered Hartford’s Amended Complaint, and both
Defendants asserted affirmative defenses for lack of standing and lack of subject matter
jurisdiction. (Doc. 22, at 18; Doc. 29, at 12-13). Defendants’ motion requests the
court enter judgment on the pleadings in their favor on those affirmative defenses.
Because the court applies the standards of Rule 12(b)(1) to Defendants’ motion
for judgment on the pleadings regarding the constitutional standing issue, and because
the motion raises a factual challenge to this court’s subject matter jurisdiction,
Defendants presented evidence to support their arguments. On August 19, 2020,
Thomas Leonard Snow, III, provided deposition testimony as Hartford’s Rule 30(b)(6)
corporate representative. (Docs. 113-1, at 113-2). See Fed. R. Civ. P. 30(b)(6) (“In its
notice or subpoena, a party may name as the deponent a public or private corporation,
a partnership, an association, a governmental agency, or other entity and must describe
5

with reasonable particularity the matters for examination. The named organization
must designate one or more officers, directors, or managing agents, or designate other
persons who consent to testify on its behalf; and it may set out the matters on which
each person designated will testify.”). The notice of Snow’s deposition specified the
following topics for examination:
1.
Hartford’s relationship with Qmedworx Services, QmedTrix
Services, Inc.[,] Mitchell International, Inc., Express Scripts Workers
Compensation, Conduent, and/or any other third party administrator or
third party in any way related to the claims in the Amended Complaint.
2.
The negotiations for final payment on services rendered to
the patients at issue in Hartford’s Amended Complaint.
3.
Hartford’s financial books, corporate structure, records,
statements, reports, and/or payments that in any way evidence Hartford
overpaying for medications administered by APC or Covenant to the
patients at issue in the Amended Complaint.
4.
Communications with APC or Covenant regarding the
patients at issue in the Amended Complaint.
5.
The $503,006.56 in alleged overpayments made to APC
from 2012 to present as alleged in the Amended Complaint.
6.
The $14,788.99 in alleged overpayments made to Covenant
from 2017 to present as alleged in the Amended Complaint.
7.
Communications between Hartford and any third party
related to the claims in the Amended Complaint.
8.
The worker’s compensation benefits provided to the
individuals at issue in the Amended Complaint.

6

9.
Hartford’s policies and procedures for administering
payment for worker’s compensation benefits.[1]
10. The audits, whether performed by [a] third party or
Hartford, referenced in the Amended Complaint.
. . . .[2]
12. Hartford’s communications regarding this litigation to
individuals other than Hartford’s counsel of record.
13.

Hartford’s relationship with APC and/or Covenant.

14. Any and all damages Hartford contends it is entitled to in
this lawsuit.
15. The allegations contained in
Complaint against APC and/or Covenant.[3]

Hartford’s

Amended

16. Hartford’s responses to Covenant’s and
Interrogatories and Requests for Production of Documents.

APC’s

(Doc. 113-3, at 3-4).
Snow acknowledged that Hartford designated him to testify regarding “policies
and procedures and relationships to third parties” concerning reimbursements to
Snow testified that he could provide only limited information regarding topics 8 and 9. He
possessed knowledge of medical reimbursement procedures for worker’s compensation claims, but
he did not know about non-medical areas of worker’s compensation. (Doc. 113-1, at 27-28).
1

Item 11 encompassed “The H.C.F.A. 1500 forms and supporting documentation provided to
Hartford regarding medication administered by APC and Covenant to the individuals at issue in the
Amended Complaint.” (Doc. 113-3, at 4). Snow testified he did not possess knowledge of that
topic, and he deferred to a colleague Defendants also designated pursuant to Rule 30(b)(6). (Doc.
113-1, at 29).
2

Hartford’s attorney clarified that Snow would provide testimony regarding topic 15 insofar as that
testimony coincided with the other topics listed in the notice. (Doc. 113-1, at 29).
7

3

medical providers, but he deferred testimony regarding the details of processing HCFA
1500 forms to another Hartford employee.

(Doc. 113-1, at 30).

He offered

information regarding Hartford’s claims against Defendants in this case from “a
financial perspective,” as the claims relate to alleged overpayments. (Id. at 36).
Defendants’ attorney questioned Snow about a group of checks payable to either
APC or Covenant that Hartford produced to represent all of its alleged overpayments.
(Doc. 113-2, at 155-56). The upper, left-hand corner of each check, which portrays
the payor information, contains either the name “Southeast Workers’ Compensation
Claims Center” or “Specialized Workers Compensation Claim Center,” both of which
had mailing addresses at post office boxes in Lexington, Kentucky. The upper, lefthand corner of each check also contains an emblem of a stag and the name “The
Hartford.” (Docs. 113-4, 113-5, 113-6). Snow confirmed that the name “Hartford
Fire Insurance Company” did not appear on the face of any of the checks. (Doc. 1132, at 158).
The following exchange then occurred between Snow and Defendants’ attorney:
Q. Okay, thank you. So Hartford Fire Insurance Company did
not pay for the reimbursements at issue in this lawsuit, correct?
MR. ZIMMERMAN [Hartford’s attorney]: Object to the form.
A. I’m not sure that that’s accurate. Just because it’s not
appearing on the bill doesn’t mean the back-end accounting doesn’t have
it coming out of that particular writing company’s account.
8

Q. Okay. But you would agree with me that based on the face of
the Complaint, Hartford Fire Insurance Company did not pay for – I’m
sorry. Based on the face of the checks in Defense Exhibit 10 and
Defense Exhibit 11, Hartford Fire Insurance Company did not pay for
the reimbursements at issue in this lawsuit, correct?
MR. ZIMMERMAN: Same objection.
A. Yes, I don’t know how – it does show on there Hartford.
Q. Correct. It shows “The Hartford,” isn’t that correct?
A. I don’t know if it says “the,” I think it just says “Hartford.”
Q. It says “The Hartford.”
A. Does it? Okay, I’m sorry. No, you’re right, it does say “The
Hartford,” yes.
Q. And “The Hartford” stands for Hartford Financial Services
Group, Inc., correct?
A. I don’t know how all of our legal entities are tied together and
how the naming fits together.
Q. Well, Mr. Snow, you’ve been designated to testify as to
Hartford’s corporate structure –
A. Yes.
Q. – records, statements, reports, or payments that in any way
evidence Hartford overpaying for medications administered by APC or
Covenant to the patients at issue in the Amended Complaint, correct?
A. Yes.
Q. And we just went over that Defendants’ Exhibit 10 and
Defendants’ Exhibit 11 illustrate the payments made to APC and
Covenant that are at issue in this case, correct?
9

A. Yes.
Q. So nowhere on the face of the check is Hartford Financial
Insurance – I’m sorry, is Hartford Fire Insurance Company identified as
the payor, correct?
A. Correct.
Q. So based on the face of the check itself, and all the checks that
are at issue in this case for the overpayments, there’s no evidence that
Hartford Fire Insurance company actually made those payments, correct?
MR. ZIMMERMAN: Object to the form.
A. Based on just the face value of the check image itself, yes.
(Doc. 113-2, at 158-61). Snow testified that he did not offer testimony as the corporate
representative for Hartford Financial Services Group, Inc., The Hartford, Southeast
Workers’ Compensation Claims Center, or Specialized Workers’ Compensation Claims
Center. (Id. at 162-64).
On October 15, 2020, to support Hartford’s response to Defendants’ motion for
judgment on the pleadings, Snow executed a declaration stating, in relevant part:
2. I am employed by Hartford [previously referenced as shorthand
for Hartford Fire Insurance Company] as Director, WC [Workers
Compensation] Medical Bill and Medicare. I have held that position
since October 1, 2011.
3. Among my responsibilities as Director, WC Medical Bill and
Medicare, is the management of Hartford’s process for paying medical
bills submitted by medical providers for treatment rendered to patients
pursuant to Hartford worker’s compensation insurance policies. My
10

responsibilities include the intake, analysis, determinations, and payment
of valid claims.
4. During the time period when the payments at issue in this case
were made, “Southeast Workers’ Compensation Claims Center” and
“Specialized Workers’ Compensation Claims Center” were departments
of Hartford. They were not, [sic] separate entities, but were part of
Hartford, the same company that employees [sic] me. None of this has
changed.
5. During the time of the payments in this case, the claims centers
were staffed with Hartford employees, and issued checks on a Hartford
bank account regarding Hartford workers’ compensation claims for
payment. The listing of the particular claims center on each check in
Exhibits 10 and 11 to Hartford’s deposition, such as “Southeast Workers’
Compensation Claims Center,” “Specialized Workers’ Compensation
Claims Center,” or some other department, indicates the department
within Hartford to which a check is to be returned or with which a payee
should make contact in the event of a problem with the check. Dividing
these functions up between different claims centers helps manage the
workload and eliminates the need for a single payment center to manage
all payments, all problems that arise, or all communications from all
payees. None of this has changed.
6. Under Hartford’s process for paying medical providers for
workers compensation treatment, claims centers such as Southeast
Workers’ Compensation Claims Center and Specialized Workers’
Compensation Claim Center had access to electronic information on
Hartford’s system regarding payments needed. This information
included payees and the amounts regarding claims for payment for
workers’ compensation treatment. The issuance and mailing of the
checks was part of an automated and centralized process. Once
Hartford, either internally or through an agent, made decisions whether
to pay claims and in what amounts, the automated and centralized process
actually issued and sent checks. None of this has changed.
7. The payments made to Alabama Pain Center, LLC, and
Covenant Pain Therapies Center, LLC, were made through this same
11

process. As such, Hartford used its own money to pay the claims
involved in this case.
8. While the operation of the claims centers is not within my
responsibilities, the issuance of payments by Hartford’s claims centers is
part of the workers’ compensation process at Hartford, so in that regard,
the claims centers’ existence and output are part of Hartford’s process for
paying payment claims such as those submitted by Defendants in this case,
and I was prepared to testify to that on August 19, 2020, as Hartford’s
representative regarding that process. Where the claims centers are
positioned in a Hartford organizational chart and what specific accounts
are used for the issuance of checks was not part of what was needed in
order to explain the process at issue in this case and provide testimony on
the topics I was designated to address in my deposition.
9. The payments at issue in this case were for treatment rendered
pursuant to Hartford workers’ compensation insurance policies between
Hartford and the employers of the three patients involved.
(Doc. 119-1, ¶¶ 2-9).
ANALYSIS
Snow’s Affidavit Is Not a Sham
Defendants argue the court should not consider Snow’s declaration because it
violates the sham affidavit rule, which allows a court to reject an affidavit or declaration
“when, without explanation, it flatly contradicts [the affiant’s or declarant’s] own prior
deposition testimony for the transparent purpose of creating a genuine issue of fact
where none existed previously.” Furcron v. Mail Centers Plus, LLC, 843 F.3d 1295, 1306
(11th Cir. 2016) (citing Tippens v. Celotex Corp., 805 F.2d 949, 953-54 (11th Cir. 1986); Van
T. Junkins & Assocs. v. U.S. Indus., 736 F.2d 656 (11th Cir. 1984)). A district court should
12

apply the rule “‘sparingly because of the harsh effect it may have on a party’s
case.’” Furcron, 843 F.3d at 1307 (citing Allen v. Bd. of Pub. Educ. for Bibb Cty., 495 F.3d
1306, 1316 (11th Cir. 2007) (in turn quoting Rollins v. TechSouth, 833 F.2d 1525, 1530
(11th Cir. 1987))). Thus,
the rule only operates in a limited manner to exclude unexplained
discrepancies and inconsistencies, as opposed to those “which create an
issue of credibility or go to the weight of the evidence.” Tippens, at 953; see
also Strickland v. Norfolk S. Ry. Co., 692 F.3d 1151, 1162 (11th Cir. 2012)
(stating, “[where] the apparent contradiction derives not from purposeful
fabrication but instead from dialectical misunderstanding . . . any apparent
contradiction becomes ‘an issue of credibility or go[es] to the weight of
the evidence’”) (alterations in original). Put differently, “[a]n opposing
party’s affidavit should be considered although it differs from or varies
[from] his evidence as given by deposition or another affidavit and the
two in conjunction may disclose [an] issue of credibility.” Tippens, at 953.
(quoting Moore’s Federal Practice § 56.15 (2d ed. 1985)) (alterations in
original).
Furcron, 843 F.3d at 1306-07.

The court should not disregard an affidavit or

declaration if it “merely ‘supplements earlier testimony, presents a variation of
testimony or represents instances of failed memory.’” Otwell v. Alabama Power Co., 944
F. Supp. 2d 1134, 1145 (N.D. Ala. 2013), aff’d, 747 F.3d 1275 (11th Cir. 2014) (citing
Croom v. Balkwill, 672 F. Supp. 2d 1280, 1285 (M.D. Fla. 2009)).
The court easily concludes that Snow’s declaration does not fall prey to the sham
affidavit rule because it does not “flatly contradict” his earlier deposition testimony and
does not represent an unexplained discrepancy or inconsistency.

During the

deposition, Snow responded to circumscribed questions about the entities listed as
13

payors on the face of the checks. He acknowledged that the words “Hartford Fire
Insurance Company” did not appear on the face of the checks, but he did not agree
that fact indicated Hartford Fire Insurance Company did not make the payments the
checks referenced. To the contrary, he specifically stated: “Just because [Hartford
Fire Insurance Company is] not appearing on the bill doesn’t mean the back-end
accounting doesn’t have it coming out of that particular writing company’s account.”
(Doc. 113-2, at 158). Furthermore, the posed questions limited their inquiry to
whether the face of the checks identified Hartford Fire Insurance Company as the
payor; that fact by itself is not conclusive as to whether Hartford is actually the payor,
especially given the existence of controverting facts establishing Hartford as the payor.
To wit, in his subsequent declaration Snow declared that Southeast Workers’
Compensation Claims Center and Specialized Workers’ Compensation Claims Center
constituted departments within Hartford Fire Insurance Company, not separate
entities, and that those claims centers issued checks from a Hartford bank account.
(Doc. 11-1, ¶¶ 4-5). Thus, Snow explicated that Hartford Fire Insurance Company
made the payments at issue in this suit, despite the fact that its name did not explicitly
appear on face of the checks.
Defendants also argue Snow’s declaration testimony that Southeast Workers’
Compensation Center constitutes a department within Hartford inherently contradicts
his previous deposition testimony that he did not testify as the corporate representative
14

of Southeast Workers’ Compensation Claims Center. (See Doc. 113-2, at 162). The
court does not find an inherent contradiction.
If Snow declared accurately, the Claims Centers did not constitute juridical
entities as they were mere departments of a corporate entity. By extrapolation, the
Claims Centers could not have corporate representatives for Rule 30(b)(6) purposes
because they are not suable, subject to legal process, etc. Therefore, Snow accurately
stated in his deposition that he did not testify as the corporate representative of
Southeast Workers’ Compensation Claims Center because he could not have offered
testimony as the corporate representative of non-juridical entities.
For the foregoing reasons, Snow’s declaration does not inherently contradict his
previous deposition testimony, and the sham affidavit rule does not require the court
to disregard Snow’s declaration.
Disputable Issues of Fact Prevent Resolution of Defendants’ Motion
According to Defendants, Hartford lacks standing to pursue the claims it asserts
in the Amended Complaint because Snow’s testimony demonstrates Hartford did not
make the alleged overpayments for which it now seeks reimbursement. The parties
dispute the applicability of two different legal doctrines to their motion:
“constitutional” standing, which implicates this court’s subject matter jurisdiction, and
“prudential” standing.

15

The Eleventh Circuit delineates “constitutional” standing in Yellow Pages Photos,
Inc. v. Ziplocal, LP, 795 F.3d 1255 (11th Cir. 2015):
“[T]he core component of standing is an essential and unchanging
part of the case-or-controversy requirement of Article III.” Lujan v.
Defenders of Wildlife, 504 U.S. 555, 560, 112 S. Ct. 2130, 2136, 119 L. Ed.
2d 351 (1992). Accordingly, standing “is the threshold question in every
federal case, determining the power of the court to entertain the
suit.” Warth v. Seldin, 422 U.S. 490, 498, 95 S. Ct. 2197, 2205, 45 L. Ed. 2d
343 (1975). “In essence the question of standing is whether the litigant
is entitled to have the court decide the merits of the dispute or of particular
issues.” Id. A litigant is so entitled only when he has “such a personal
stake in the outcome of the controversy to assure that concrete
adverseness which sharpens the presentation of issues upon which the
court so largely depends.” Baker v. Carr, 369 U.S. 186, 204, 82 S. Ct. 691,
703, 7 L. Ed. 2d 663 (1962). A plaintiff must meet three requirements in
order to establish Article III standing: injury in fact — “a harm that is
both concrete and actual or imminent, not conjectural or hypothetical,”
causation — “a fairly traceable connection between the alleged injury in
fact and the alleged conduct of the defendant,” and redressability — “a
substantial likelihood that the requested relief will remedy the alleged
injury in fact.” Vt. Agency of Nat. Res. v. U.S. ex rel. Stevens, 529 U.S. 765,
771, 120 S. Ct. 1858, 1861-62, 146 L. Ed. 2d 836 (2000) (internal quotation
marks, citations and alterations omitted).
Yellow Pages Photos, Inc., 795 F.3d at 1264-65 (alteration and ellipsis in original).
The so-called prudential standing doctrine provides that “a litigant ordinarily
‘must assert his own legal rights and interests, and cannot rest his claim to relief on the
legal rights or interests of third parties.’” Id. at 1265 (quoting Warth, 422 U.S. at 499);
see also Bank of Am. Corp. v. City of Miami, Fla., – U.S. – , 137 S. Ct. 1296, 1302 (2017)
(“This Court has also referred to a plaintiff’s need to satisfy ‘prudential’ or ‘statutory’
standing requirements. . . . In [Lexmark Int’l, Inc. v. Static Control Components, Inc., 572
16

U.S. 118 (2014)], we said that the label ‘prudential standing’ was misleading, for the
requirement at issue is in reality tied to a particular statute. . . . The question is whether
the statute grants the plaintiff the cause of action that he asserts.”) (citations omitted);
Lexmark, 572 U.S. at 127 n. 3 (“[T]hird-party [prudential] standing is ‘closely related to
the question whether a person in the litigant’s position will have a right of action on the
claim . . . .”) (citation omitted); Newton v. Duke Energy Fla., LLC, 895 F.3d 1270, 1274 n.
6 (11th Cir. 2018) (“Under Lexmark, the question [regarding prudential or statutory
standing] is whether Plaintiffs have a valid cause of action . . . .”) (citation omitted).4
“This ‘general prohibition on a litigant’s raising another person’s legal rights’ is a
‘prudential standing’ doctrine, ‘not derived from Article III.’” Yellow Pages, 795 F.3d at
1265 (quoting Lexmark, 572 U.S. at 126; Newton, 895 F.3d at 1274 n. 6) (“The Supreme
Court’s decision in Lexmark . . . effectively abolished prudential standing (sometimes
referred to as statutory standing) as a jurisdictional doctrine that would give rise to a
Rule 12(b)(1) dismissal without prejudice.”) (citation omitted).

Notwithstanding Hartford’s remonstrations, Defendant couched its dispute as whether Hartford is
asserting its own legal rights and interests as a matter of prudential standing, not Federal Rule of Civil
Procedure 17’s real party in interest inquiry. (Doc. 113 at 10). In Hartford’s favor, the court
understands the digression as there exists an overlap between the two concepts. 6A Fed. Prac. & Proc.
Civ. § 1542 (discerning overlap between real party in interest standard and prudential standing), cited
in, Norris v. Causey, 869 F.3d 360, 366 (5th Cir. 2017) (“[T]here is a key jurisdictional distinction between
a challenge that a plaintiff lacks Article III standing and one that she is not the real party in interest.
The latter presents a merits question: ‘who, according to the governing substantive law, is entitled to
enforce the right?’ . . . It is thus like contractual or statutory standing and does not go to a court’s
subject matter jurisdiction.”).
4

17

Based upon the contentions presented in Defendants’ Motion, there exist
genuine issues of fact which cannot be resolved at this stage of the litigation, particularly
because the jurisdictional standing issue presents questions of fact intertwined with the
merits of this case. The Eleventh Circuit establishes particular modes of review for
Rule 12(b)(1) challenges to subject matter jurisdiction:
[A] motion to dismiss for lack of subject matter jurisdiction pursuant to
Fed. R. Civ. P. 12(b)(1) can be based upon either a facial or factual
challenge to the complaint. If the challenge is facial, the plaintiff is left
with safeguards similar to those retained when a Rule 12(b)(6) motion to
dismiss for failure to state a claim is raised . . . Accordingly, the court
must consider the allegations in the plaintiff’s complaint as true . . .
A facial attack on the complaint requires the court merely to look
and see if the plaintiff has sufficiently alleged a basis of subject matter
jurisdiction, and the allegations in his complaint are taken as true for the
purposes of the motion . . . Factual attacks, on the other hand, challenge
the existence of subject matter jurisdiction in fact, irrespective of the
pleadings, and matters outside the pleadings, such as testimony and
affidavits are considered. Furthermore, . . . the district court has the
power to dismiss for lack of subject matter jurisdiction on any of three
separate bases: (1) the complaint alone; (2) the complaint supplemented
by undisputed facts evidenced in the record; or (3) the complaint
supplemented by undisputed facts plus the court’s resolution of disputed
facts.
McElmurray v. Consol. Gov’t of Augusta-Richmond Cty., 501 F.3d 1244, 1251 (11th Cir. 2007)
(citing, inter alia, Williamson v. Tucker, 645 F.2d 404, 412 (5th Cir. 1981); Lawrence v. Dunbar,
919 F.2d 1525, 1529 (11th Cir. 1990)) (internal quotation marks and alterations omitted).
Therefore, a factual challenge to subject matter jurisdiction typically permits a
“trial court . . . to weigh the evidence and satisfy itself as to the existence of its power
18

to hear the case.” Williamson, 645 F.2d at 412-13. No presumptive truthfulness would
attach to a plaintiff’s claims, and “the existence of disputed material facts [would] not
preclude the trial court from evaluating for itself the merits of jurisdictional claims.” Id;
see also Lawrence, 919 F.2d at 1528-29.
Nevertheless, contrasting evidentiary showings do not permit resolution of
standing issues on a bare record. A “district court cannot decide disputed factual
questions or make findings of credibility essential to the question of standing on the
paper record alone but must hold an evidentiary hearing. . . . [W]hen determining
standing, a district court should resolve disputed factual issues either at a pretrial
evidentiary hearing or at trial.” Bischoff v. Osceola Cty., Fla., 222 F.3d 874, 879 (11th Cir.
2000) (citing Steele v. National Firearms Act Branch, 755 F.2d 1410 (11th Cir. 1985)).
“Thus, in a case where the evidence relating to standing is squarely in contradiction as
to central matters and requires credibility findings, a district court cannot make those
findings simply by relying on the paper record but must conduct a hearing at which it
may evaluate the live testimony of the witnesses.” Id. at 881.
As declared, the evidence presented by the parties on the standing issue reveals
disputed issues of fact as to whether Hartford satisfies the doctrine. Snow offered
sworn testimony that the checks representing all disputed payments in this case drew
from Hartford accounts. That testimony refutes Defendants’ argument that an entity
other than Hartford made the contested payments.
19

Indeed, Snow’s deposition testimony alone reveals the issues of fact awaiting
resolution at an appropriate evidentiary proceeding. Snow’s testimony establishes that
Hartford’s name does not appear on the face of the checks that reflect the disputed
payments. Nonetheless, Snow explicitly stated during the deposition that the absence
of the words “Hartford Fire Insurance Company” on the face of the checks did not
conclusively establish that an entity other than Hartford made the payments. (See Doc.
113-2, at 158 (“Just because it’s not appearing on the bill doesn’t mean the back-end
accounting doesn’t have it coming out of that particular writing company’s account.”)).
He also alluded to the existence of various claims centers within Hartford that process
claims payments. (See id. at 164). Therefore, even Snow’s deposition testimony,
standing alone, fails to conclusively establish that Hartford did not make the disputed
payments.5
In addition, the standing inquiry’s factual determination is intertwined with the
merits of this case, including the prudential standing inquiry, i.e., whether Hartford
asserts its own legal rights and interests. A different standard arises when a defendant’s
factual attack on subject matter jurisdiction enmeshes an element of a plaintiff’s cause
Defendants suggest Hartford may have failed in its Rule 30(b)(6) duty to present a corporate
representative who could adequately testify regarding the designated topics (Doc. 121, at 5-7), and
Hartford suggests Defendants should have filed a motion challenging Snow’s designation pursuant to
Rule 37(a)(3)(B)(ii). (Doc. 119, at 6 n.3). The court does not consider those issues ripe for resolution
in conjunction with the present motion. No Rule 37 motion currently pends before the court, and
the court stayed all discovery, which previously operated under a January 25, 2021, deadline, pending
a ruling on the motion for judgment on the pleadings. (See Docs. 102, 116). The parties will now
have the opportunity to correct any remaining evidentiary deficiencies through continued discovery.
20
5

of action, and thus, “the attack on jurisdiction is also an indirect attack on the merits.”
Lawrence, 919 F.2d at 1530. When “the jurisdictional basis of a claim is intertwined
with the merits, the district court should apply a Rule 56 summary judgment standard
when ruling on a motion to dismiss which asserts a factual attack on subject matter
jurisdiction.” Id. at 1530 (citing Williamson, 645 F.2d at 415-16).
Determining whether Hartford is the payor on the Defendants’ claim
reimbursements not only involves the inquiry whether it suffered an injury for Article
III standing purposes; such determination also incites the inquiry whether Hartford
asserts its own legal rights and interests vis-à-vis the prudential standing inquiry.
Furthermore, the issue whether Hartford is the payor implicates the merits of some of
its claims.
For example, the money paid by mistake and unjust enrichment claims (which
are synonymous) assess whether “a plaintiff can prove facts showing that defendant
holds money which, in equity and good conscience, belongs to plaintiff or holds money
which was improperly paid to defendant because of mistake or fraud.” Dickinson v.
Cosmos Broad. Co., 782 So. 2d 260, 266 (Ala. 2000) (citations omitted). Thus, to prove
those claims, Hartford would have to establish that the money paid to the Defendants
on the claims reimbursements belongs to it or was paid by it because of mistake or
fraud, which, of course, mirrors whether Hartford was the payor suffering an injury.
Likewise, the fraud claims require Hartford to prove that it suffered an actual injury by
21

relying upon false representations regarding material facts. Aliant Bank, a Div. of
USAmeribank v. Four Star Investments, Inc., 244 So. 3d 896, 928 (Ala. 2017) (citing Boswell
v. Liberty Nat’l Life Ins. Co., 643 So.2d 580, 581 (Ala. 1994)). Again, proving an injury
vis-à-vis the fraud claim envelopes the standing doctrine’s injury-in-fact requirement.
Suffice to say, the court has already described the existence of genuine issues of
disputed fact that warrant denial of Defendants’ motion pursuant to the summary
judgment standard. 6 Therefore, resolution of these issues awaits presentation at an
evidentiary hearing, or more likely, trial, unless a subsequent summary judgment motion
demonstrates the issue may be pursued on the record.
CONCLUSION
Based on the foregoing analyses, the court DENIES Defendants’ motion for
judgment on the pleadings. The court DENIES as moot Plaintiff’s motion for oral

“The court shall grant summary judgment if the movant shows that there is no genuine dispute as
to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. Rule
56(a). The “court must draw all reasonable inferences in favor of the nonmoving party, and it may
not make credibility determinations or weigh the evidence.” Reeves v. Sanderson Plumbing Products, Inc.,
530 U.S. 133, 150 (2000) (citations omitted). “‘Credibility determinations, the weighing of the
evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a
judge.’” Id. (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986)). “Thus, although a court
should review the record as a whole, it must disregard all evidence favorable to the moving party that
the jury is not required to believe.” Reeves, 530 U.S. at 151 (citing 9A C. Wright & A. Miller, Fed. Prac.
& Proc. Civ. § 2529 (2d ed. 1995) [now 9B C. Wright & A. Miller, Fed. Prac. & Proc. Civ. § 2529 (3d
ed. 2018)]). “That is, the court should give credence to the evidence favoring the nonmovant as well
as that ‘evidence supporting the moving party that is uncontradicted and unimpeached, at least to the
extent that that evidence comes from disinterested witnesses.’” Reeves, 530 U.S. at 151 (citing 9A
Wright & Miller at § 2529).
22
6

argument. (Doc. 128). The court LIFTS the stay on discovery and will enter a
revised scheduling order contemporaneously.
DONE and ORDERED this 28th day of December, 2020.

______________________________

HERMAN N. JOHNSON, JR.
UNITED STATES MAGISTRATE JUDGE

23