United Surgical Assistants, LLC v. Aetna Life Insurance Company

Filing 50

ORDER: Plaintiff's Motion to Remand (Dkt. 20) is denied. Defendant's Motion to Dismiss (Dkt. 15) is denied. Signed by Judge James S. Moody, Jr on 8/14/2014. (LN)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION

UNITED SURGICAL ASSISTANTS, LLC,
Plaintiff,
v.

Case No. 8:14-cv-211-T-30MAP

AETNA LIFE INSURANCE COMPANY,
Defendant.
_____________________________________/
ORDER
THIS CAUSE comes before the Court upon: (1) Plaintiff United Surgical Assistants,
LLC’s Motion to Remand (Dkt. 20), Defendant Aetna Life Insurance Company’s response
in opposition (Dkt. 44), and Plaintiff’s reply (Dkts. 48, 49); and (2) Defendant’s Motion to
Dismiss (Dkt. 15) and Plaintiff’s response in opposition (Dkt. 21). The Court, having
reviewed the motions, responses, reply, and record, and being otherwise advised of the
premises, concludes that the motion to remand should be denied and the motion to dismiss
should be denied.
Background
United Surgical Assistants, LLC (“USA”) filed this action in state court against Aetna
Life Insurance Company (“Aetna”) alleging state law causes of action related to Aetna’s
refusal to reimburse USA for surgical assistant services provided to Aetna’s subscribers.
Aetna timely removed the action, invoking diversity jurisdiction as well as federal question
jurisdiction, pursuant to ERISA’s complete preemption doctrine.

USA moves to remand for lack of subject matter jurisdiction, arguing that there is not
complete diversity between the parties and that its claims are not subject to ERISA
preemption. Aetna moves to dismiss the complaint, arguing that the state law claims are
subject to ERISA preemption and that USA failed to allege exhaustion of administrative
remedies. At Aetna’s request, the Court allowed jurisdictional discovery on two issues:
USA’s citizenship for diversity purposes and whether written assignments exist from Aetna’s
subscribers in favor of USA, sufficient to invoke ERISA complete preemption. The parties
have completed jurisdictional discovery, and the motions are ripe for disposition.
Standards
A party may remove any case from state court that could have been brought in federal
court, but the removing party bears the burden of establishing jurisdiction See 28 U.S.C.
§ 1441(a); Pacheco de Perez v. AT & T Co., 139 F.3d 1368, 1373 (11th Cir. 1998). A district
court must remand a case removed from state court “[i]f at any time before final judgment
it appears that the district court lacks subject matter jurisdiction.” 28 U.S.C. § 1447(b).
“[R]emoval statutes are construed narrowly; where plaintiff and defendant clash about
jurisdiction, uncertainties are resolved in favor of remand.” Burns v. Windsor Ins. Co., 31
F.3d 1092, 1095 (11th Cir. 1994).
Federal Rule of Civil Procedure 12(b)(6) allows a complaint to be dismissed for
failure to state a claim upon which relief can be granted. When reviewing a motion to
dismiss, a court must accept all factual allegations contained in the complaint as true, and
view the facts in a light most favorable to the plaintiff. See Erickson v. Pardus, 551 U.S. 89,
93-94, 127 S.Ct. 2197, 2199-200 (2007). However, unlike factual allegations, conclusions
Page 2 of 6

in a pleading “are not entitled to the assumption of truth.” Ashcroft v. Iqbal, 556 U.S. 662,
679, 129 S.Ct. 1937, 1950 (2009). On the contrary, legal conclusions “must be supported
by factual allegations.” Id. “[C]onclusory allegations, unwarranted factual deductions or
legal conclusions masquerading as facts will not prevent dismissal.” Davila v. Delta Air
Lines, Inc., 326 F.3d 1183, 1185 (11th Cir. 2003).
Discussion
1.

Motion to remand
Although federal question jurisdiction generally exists only when a well-pleaded

complaint presents issues of federal law, Aetna removed this action pursuant to ERISA’s
complete preemption doctrine, which creates an exception to the well-pleaded complaint
rule.1 Ehlen Floor Covering, Inc. v. Lamb, 660 F.3d 1283, 1287 (11th Cir. 2011). Under that
exception, “a claim will be re-characterized as federal in nature if it seeks relief under
ERISA.” Id. Under the two-part test articulated by the Supreme Court in Aetna Health Inc.
v. Davila, 542 U.S. 200, 210, 124 S.Ct. 2488, 2496 (2004), complete preemption under
ERISA exists if: (1) the plaintiff could have brought a claim under ERISA § 502(a); and (2)
no other legal duty supports the plaintiff’s claim. Ehlen Floor Covering, Inc., 660 F.3d at
1287. For the purposes of the instant motion to remand, the parties dispute only the
application of the first prong.
The Court finds that the first prong is satisfied because USA could have brought at
least some of its claims pursuant to § 502(a). Section 502(a) provides that “a participant or
1

USA’s Amended Complaint does not include any claims based on federal law. Rather, USA pled
claims for breach of contract (Counts 1 and 2), implied contract (Count 3), and declaratory judgment (Count
4) (Dkt. 2).
Page 3 of 6

beneficiary” of an ERISA plan may bring a civil action “to recover benefits due to him under
the terms of his plan.” 29 U.S.C. § 1132(a)(1)(B). Here, USA is attempting to “recover
benefits” due under health insurance plans (e.g., Dkt. 2-1 at ¶¶ 30-32). And although there
is no allegation that USA is “a participant or beneficiary” of an ERISA plan, it is wellestablished that a healthcare provider such as USA has derivative standing to sue under
§ 502(a) when it obtains a written assignment of claims from a patient who, himself, had
standing to sue under ERISA as “a participant or beneficiary.” Hobbs v. Blue Cross Blue
Shield of Ala., 276 F.3d 1236, 1241-42 (11th Cir. 2001); Borrero v. United Healthcare of
N.Y., Inc., 610 F.3d 1296, 1302-03 (11th Cir. 2010).
In the motion to remand, USA first argues that Aetna has failed to produce any
evidence that the requisite written assignments exist. In response, and based on the results
of its jurisdictional discovery, Aetna has produced written assignments covering at least
seven of the claims for reimbursement at issue in this lawsuit (Dkt. 44 at 8-9 & Exh. A; see
also Dkt. 2-1). Aetna has also provided internal records indicating that assignments were
obtained from ERISA plan beneficiaries or participants (Dkt. 4-2 at ¶¶ 5-7; Dkt. 4-3).
Moreover, in its reply brief, USA admits that “[t]his lawsuit involves many claims under
health plans governed by ERISA” (Dkt. 48 at 3). Accordingly, Aetna has provided sufficient
evidence that USA has derivative standing to sue under § 502(a). See Conn. State Dental v.
Anthem Health Plans, 591 F.3d 1337, 1353 (11th Cir. 2009).
In the motion to remand, USA also argues that Aetna has failed to demonstrate that
Aetna is a proper defendant for purposes of a § 502(a) claim because it is merely an insurer
acting as a claims administrator. As Aetna responds, however, there is ample precedent
Page 4 of 6

providing that an insurer or claims administrator may be a proper defendant in a § 502(a)
claim. Davila, 542 U.S. at 220, 124 S.Ct. at 2501-02; Butero v. Royal Maccabees Life Ins.
Co., 174 F.3d 1207, 1213 (11th Cir. 1999); see also Ehlen Floor Covering, Inc., 660 F.3d at
1287; Blue Cross & Blue Shield of Ala. v. Sanders, 138 F.3d 1347, 1353 n.4 (11th Cir. 1998).
Based on the foregoing, Aetna has met its burden, as the removing party, to
demonstrate that USA could have brought its claim pursuant to § 502(a) of ERISA. Because
complete preemption applies to at least some of USA’s claims, federal question jurisdiction
therefore provided a proper basis for Aetna’s removal of this action from state court. USA’s
motion to remand is denied, and the Court does not reach the parties’ arguments regarding
diversity jurisdiction.
2.

Motion to dismiss
Having removed USA’s state law claims to federal court based on ERISA complete

preemption, Aetna moves to dismiss those same claims as preempted. In response to Aetna’s
motion to dismiss, USA concedes that, to the extent the Court determines that its claims are
completely preempted in connection with the motion to remand, such claims would be
subject to defensive preemption and vulnerable to Aetna’s motion to dismiss (Dkt. 21 at 2).
Cotton v. Mass. Mut. Life Ins. Co., 402 F.3d 1267, 1281 (11th Cir. 2005) (“claims that are
completely preempted are also defensively preempted”). As USA also argues, however, it
does not appear that all claims for which USA seeks reimbursement involve ERISA plans.
USA’s assertion of state law causes of action with respect to those non-ERISA claims would
therefore not “relate to” an ERISA plan, sufficient to trigger defensive preemption. See 29

Page 5 of 6

U.S.C. § 1144(a); Cotton, 402 F.3d at 1281. Additionally, Aetna does not otherwise argue
that the Amended Complaint fails to adequately plead the elements of the state law claims
for breach of contract, implied contract, or declaratory judgment.2
Because it is not clear, at this stage of the litigation, to what extent USA’s claims
involve ERISA plans, and because Aetna does not challenge USA’s pleading of its state law
causes of action, the motion to dismiss is denied. This denial is without prejudice to Aetna
reasserting its preemption arguments in a dispositive motion.
It is therefore ORDERED AND ADJUDGED that:
1.

Plaintiff’s Motion to Remand (Dkt. 20) is denied.

2.

Defendant’s Motion to Dismiss (Dkt. 15) is denied.

DONE and ORDERED in Tampa, Florida on August 14, 2014.

Copies furnished to:
Counsel/Parties of Record
KM:sa

2

Aetna’s final argument regarding administrative exhaustion appears to be directed to USA’s claims
to the extent they are recharacterized as ERISA claims. “[A] district court has the sound discretion to excuse
the exhaustion requirement when resort to administrative remedies would be futile or the remedy inadequate,
or where a claimant is denied meaningful access to the administrative review scheme in place.” Perrino v.
S. Bell Tel. & Tel. Co., 209 F.3d 1309, 1315 (11th Cir. 2000) (internal quotation marks and citations omitted).
Thus, USA’s failure to allege exhaustion does not necessitate dismissal of any claims governed by ERISA,
particularly given that USA has alleged that all conditions precedent to bringing its action were satisfied (Dkt.
2 at ¶ 15).
Page 6 of 6