MSP Recovery Claims, Series LLC v. United Services Automobile Association [USAA]
Filing
78
ORDER granting 63 Motion to Dismiss Plaintiff's Third Amended Class Complaint for Damages. The case is DISMISSED without prejudice. Closing Case. Signed by Judge Cecilia M. Altonaga on 10/19/2018. See attached document for full details. (ps1)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
MSP RECOVERY CLAIMS,
SERIES LLC,
Plaintiff,
v.
USAA GENERAL INDEMNITY
COMPANY,
Defendant.
______________________________/
ORDER
THIS CAUSE came before the Court for a hearing on September 13, 2018 (“September
13 Hearing”) [ECF No. 74], on Defendant, USAA General Indemnity Company’s (“USAA[’s]”)
Motion to Dismiss Plaintiff’s Third Amended Class Complaint for Damages (“Fourth Motion”)
[ECF No. 63], filed August 6, 2018. Plaintiff, MSP Recovery Claims, Series LLC (“Plaintiff” or
“MSP Series”) filed its Response in Opposition (“Opp’n”) [ECF No. 65], and USAA filed its
Reply [ECF No. 70]. After the hearing, USAA filed a Notice of Supplemental Authority [ECF
No. 76]. The Court has carefully reviewed the Third Amended Complaint [ECF No. 46], the
parties’ briefing, the record, and applicable law. For the reasons explained below, the Fourth
Motion is granted.
I.
A.
BACKGROUND
Procedural Background
MSP Series filed its first Complaint [ECF No. 1-1] in this action in state court, naming as
the Defendant, United Services Automobile Association (“US Auto”), on August 10, 2017. (See
Notice of Removal [ECF No. 1] 1). Some eight months after US Auto moved to dismiss the
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
Complaint (see Mot. 3), MSP Series filed an Amended Class Action Complaint for Damages
[ECF No. 1-4]. (See id.). The Amended Complaint introduced a cause of action alleging a
violation of the Medicare Secondary Payer Act, 42 U.S.C. section 1395y(b)(3)(A), in relation to
a “representative” accident claim of K.N., who was enrolled in a Medicare Advantage plan
issued and administered by Heath First Administrative Plans (“HFAP”). (See id. ¶ 7). HFAP is
allegedly “a [Medicare Advantage Organization] MAO” that was charged for K.N.’s bills and
then assigned its rights to recover conditional payments to MSP Recovery, LLC (“MSP
Recovery”). (Id. ¶¶ 7, 11, 14 (alterations added)). MSP Recovery then assigned the recovery
rights to Plaintiff. (See id. ¶ 15). US Auto removed the action on April 24, 2018. (See Notice of
Removal 2).
Then, on May 8, 2018, US Auto filed a Motion to Dismiss Plaintiff’s Amended Class
Action Complaint (“Second Motion”) [ECF No. 16] on the basis — among other arguments
raised — certain assignment agreements upon which Plaintiff relied were insufficient to confer
standing upon MSP Series. (See id. 3). US Auto learned from public records and case law that
HFAP is not an MAO, and only MAOs may bring claims under 42 U.S.C. section 1395y, the
Medicare Secondary Payer Act (the “MSP law” or “MSP Act”). (See id. 16–17 (citing cases)).
US Auto also asserted MSP Series failed to allege any nexus or reason why US Auto might owe
anything to the Assignor that allegedly assigned its claims to Plaintiff. (See id. 4).
On May 24, 2018, MSP Series filed an Unopposed Motion for Leave to File Second
Amended Complaint [ECF No. 22]. Consequently, the Court denied the Second Motion as moot
and allowed MSP to file its third pleading. (See Order [ECF No. 24]). On May 25, 2018, MSP
Series filed its third pleading, a Second Amended Complaint (“SAC”) [ECF No. 26]. The SAC
alleged (1) a different entity, Health First Health Plans, Inc. (“HFHP”) is actually the MAO in
2
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
which K.N. was enrolled, (2) HFHP paid K.N.’s bills, and (3) HFHP owned the conditional
recovery rights, which itassigned to MSP Series. (See SAC ¶¶ 7, 10, 13).
On June 15, 2018, US Auto filed a Motion to Dismiss (“Third Motion”) [ECF No. 32],
arguing, among other things, because of defective assignments, Plaintiff lacked standing; and it
had sued the incorrect defendant. (See generally id.). On June 21, 2018, MSP Series filed a
Motion for Leave to Amend [ECF No. 34] and Corrected Motion for Leave to Amend [ECF No.
35], asking it be allowed to file a fourth pleading, a third amended complaint, to add “clarifying
allegations regarding assignment of all rights of recovery” and to change the named Defendant.
(Id. 1).
Following a hearing on June 29, 2018 (“June 29 Hearing”) [ECF No. 44], the Court
denied the Third Motion, allowed Plaintiff to “file its third and final amended complaint,” and
gave MSP Series until July 9, 2018 to serve the new Defendant. (Order [ECF No. 45] 1). On
July 2, 2018, MSP Series filed its Third Amended Complaint (“TAC”) [ECF No. 46], for the first
time naming USAA. The present, Fourth Motion followed, challenging (1) Plaintiff’s Article III
standing, (2) Plaintiff’s compliance with prerequisites to filing suit, and (3) Plaintiff’s ability to
allege a breach-of-contract or subrogation claim. (See Fourth Mot. 8–20). Because the Court
agrees Plaintiff lacks standing to bring the claims, the Court does not reach the remaining
arguments.
B.
Factual Background
1. Plaintiff’s Allegations
The TAC alleges this is a class action brought under the MSP Act, 42 U.S.C. section
1395y, arising from USAA’s “systematic and uniform failure to reimburse conditional Medicare
payments. (TAC ¶ 1). MSP Series alleges USAA has repeatedly failed to provide primary
3
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
payment, or reimburse secondary payments made by MSP Series’s assignors and Class Members
on behalf of Medicare beneficiaries enrolled in Part C of the Medicare Act (the “Enrollees”), for
medical expenses resulting from injuries sustained in automobile accidents. (See id. ¶ 2). The
Enrollees were enrolled in Medicare Advantage health plans offered by MSP Series’s assignors
and Class Members, i.e., Medicare Advantage Organizations (“MAOs[’s]”), which suffered an
injury-in-fact from USAA’s failure to reimburse, and therefore have standing to sue under 42
U.S.C. section 1395y(b)(3)(A). (See id.).
MSP Series’s assignors and the putative Class Members are MAOs that provided
Medicare benefits to the Enrollees. (See id. ¶ 3). The Enrollees suffered injuries related to
accidents, and MSP Series’s assignors and the putative Class Members paid for medical services
required by the Enrollees. (See id.). Because the Plaintiff’s assignors and Class Members’
Enrollees were also covered by no-fault policies issued by USAA, USAA is a primary payer
under the MSP Law and must reimburse MSP Series and the Class Members for their payments
of accident-related medical expenses. (See id.).
Congress provided a private right of action for enforcement of the MSP Law and to
remedy a primary payer’s failure to reimburse conditional payments made by Medicare or an
MAO.
(See id. ¶ 4). The K.N. claim demonstrates Plaintiff’s right to recover for USAA’s
failure to meet its reimbursement obligations under the MSP Law. (See id. ¶ 6). K.N. was
enrolled in a Medicare Advantage plan issued by HFHP, an MAO. (See id. ¶ 7). K.N. was
injured in April 2011 in an automobile accident caused by a third-party insured under a no-fault
policy issued by USAA. (See id. ¶ 8). USAA’s no-fault insurance policy provided primary
coverage for K.N.’s accident-related medical costs and expenses. (See id.). Medical providers
rendered services and then issued bills for payment to K.N.’s MAO, HFHP, which was
4
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
responsible for all medical expenses incurred. (See id. ¶ 11). HFHP paid $3,365.01 for these
medical expenses, although the medical provider billed and charged a greater amount. (See id.).
Plaintiff alleges USAA is liable to pay the actual amount billed because it was K.N.’s
primary payer by virtue of the no-fault insurance policy providing primary coverage for K.N.’s
accident-related medical costs and expenses. (See id. ¶ 12). USAA admitted to the Centers for
Medicare and Medicaid Services (“CMS”) that it was the primary payer for K.N. (See id.).
USAA was aware of its responsibility to reimburse HFHP. (See id.). Nevertheless, USAA failed
to do so, giving rise to a claim under the MSP Law. (See id.).
MSP Series alleges it has the legal right to pursue this MSP Law claim under a series of
“valid assignment agreements.” (Id. ¶ 13). On April 28, 2016, HFHP, through its administrator,
HFAP, irrevocably assigned its rights to recover conditional payments made on behalf of its
Enrollees to MSP Recovery in an HFAP Recovery Agreement (“Recovery Agreement”). (See
id. ¶ 14). According to Plaintiff, HFHP’s assignment is evidenced by:
(1) the April 28, 2016 HFAP Recovery Agreement executed by HFHP and HFAP’s Chief
Operating Officer, Michael Keeler (TAC Ex. D [ECF No. 46-4]);
(2) Mr. Keeler, who states in an affidavit (Affidavit of Michael Keeler (“First Keeler Aff.”),
TAC Ex. E [ECF No. 46-5]) that HFHP intended to and did assign the Assigned Claims
to MSP Recovery on April 28, 2016;
(3) Mr. Keeler, who states in a June 1, 2018 Supplemental Affidavit (Supplemental Affidavit
of Michael Keeler (“Second Keeler Aff.”) TAC Ex. F [ECF No. 46-6]), that (a) HFAP
and HFHP intended the HFAP Recovery Agreement to irrevocably assign the Medicare
Secondary Payer recovery rights of HFHP to MSP Recovery and/or its assigns, and
authorize the transfer of HFHP’s claims data to MSP Recovery for analysis and use, and
5
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
(b) HFAP performs all administrative functions for HFHP and has the authority to enter
into agreements transferring the recovery rights of HFHP;
(4) a nunc pro tunc June 1 Assignment (“Nunc Pro Tunc Assignment”) executed by Mr.
Keeler (see TAC Ex. F, 6–7); and
(5) an Addendum to the Recovery Agreement and Assignment Addendum (“Addendum”)
between HFAP, HFHP, and MSP Recovery, dated June 1, 2018 and executed by Mr.
Keeler (see TAC Ex. F, 4–5).
(See TAC ¶ 14).
All administrative functions of HFHP, including the issuance of conditional payments,
are accomplished by HFAP. (See id. ¶ 16). As HFHP generally acts through HFAP for
administrative functions, the Recovery Agreement was executed by HFAP on behalf of all
affiliated health plans and MAOs having direct contracts with CMA, which includes HFHP.
(See id.).
The Nunc Pro Tunc Assignment confirms, ratifies and memorializes HFHP’s
assignment of the Assigned Claims, as defined in the HFAP Recovery Agreement, as of April
28, 2016. (See id. ¶ 17; Ex. F 6–7). According to the Recovery Agreement, and consistent with
the Nunc Pro Tunc Assignment, HFHP transferred and delivered all claims data for dates of
service between February 2007 and December 2016 to MSP Recovery on June 8, 2016. (See id.
¶ 18). The claims data transferred to MSP Recovery by HFHP constitute the Assigned Claims.
(See id.).
On June 12, 2017, MSP Recovery assigned all rights acquired under the Recovery
Agreement — as confirmed by the Nunc Pro Tunc Assignment and Addendum — to Plaintiff
MSP Series, under one of its designated series, Series 16-05-456 LLC (“Series Assignment”).
6
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
(See id. ¶ 19). The Series Assignment from MSP Recovery to Plaintiff’s Series 16-05-46 LLC
appears as Exhibit G to the TAC [ECF No. 46-7].
On the basis of the foregoing allegations regarding the existence of a valid assignment to
Plaintiff MSP Series, the TAC proceeds to provide a background concerning the MSP Law (see
id. ¶¶ 33–34), MAOs (see id. ¶¶ 35–36), the Medicare payment process (see id. ¶ 37), CMS’s
standard for storing digital health insurance claims data (see id. ¶¶ 38–39), and detailed
explanation of Plaintiff’s use of electronic data interchange to analyze claims data and identify
reimbursement claims under the MSP Law (see id. ¶¶ 40–42).
MSP Series explains it is a Delaware series limited liability company that has established
various Series owned exclusively by MSP Recovery. (See id. ¶ 43). All Series form a part of
Plaintiff and are owned by Plaintiff. (See id.). Numerous assignors have assigned their recovery
rights to assert certain causes of action to series LLCs of the Plaintiff, and Plaintiff maintains the
legal right to sue on behalf of each of its designated series LLCs. (See id. ¶ 44).
MSP Series, on behalf of a purported class (see id. ¶¶ 47–55), brings two claims
arising out of USAA’s failure to pay or reimburse Medicare payments which are secondary and
must be reimbursed if a primary payer is available (see id. ¶ 56). Count I is titled “Private Cause
of Action Under 42 U.S.C. § 1395y(b)(3)(A),” the Medicare Secondary Payer Act. (Id. 25).
Count II is titled “Direct Right of Recovery Pursuant to 42 C.F.R. § 411.24(e) for Breach of
Contract.” (Id. 26).
2.
The TAC’s Referenced Agreements and Exhibits
In alleging its standing to bring this suit, MSP Series relies on several assignments and
related agreements evidencing an MAO assigned its right to bring claims under the MSP Law to
the named Plaintiff. The crux of USAA’s challenge to MSP Series’s standing is the absence of
7
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
an unbroken chain of assignments from an MAO to Plaintiff. Consequently, a close examination
of the TAC’s allegations and its attached contracts and affidavits — and ascertaining whether the
contracts support the TAC’s allegations that MSP Series has standing to bring the claims asserted
— is necessary to resolving the merits of the standing question.
April 2016 Recovery Agreement
The first contract in the chain of assignments is the April 28, 2016 Recovery Agreement
between HFAP and MSP Recovery. (See TAC Ex. D). The Recovery Agreement is not signed
by and does not reference HFHP, the entity that allegedly paid the K.N. bills and assigned its
reimbursement rights. (See generally id.). It is not signed by nor does it reference any other
MAO. (See generally id.). While the TAC alleges HFHP assigned its rights on behalf of HFHP
through its administrator, HFAP, the Recovery Agreement is entered into by HFAP only, defined
as “Client.” (Recovery Agreement 1). Indeed, section 6.1(b)(ii) states the client, HFAP, “has all
right, title, interest in and ownership of the Claims being assigned subject to this Agreement, free
and clear of all liens and encumbrances.” (Id. 5).
Again, the TAC alleges the Recovery Agreement was executed by Mr. Keeler as COO of
HFAP and HFHP. (See TAC ¶ 14(a)). Yet the signature page of the Recovery Agreement shows
Mr. Keeler signed only as the COO of HFAP. (See Recovery Agreement 9). MSP Series alleges
HFAP executed the Recovery Agreement on behalf of all affiliated health plans and MAOs
having direct contracts with CMS, which includes HFHP, citing to section 2.2 of the Recovery
Agreement. (See TAC ¶ 16).
Section 2.2 says no such thing. (See Recovery Agreement 3).
Section 2.2 addresses MSP Recovery’s responsibility to pay the Client, HFAP, a contingent
deferred purchase price as consideration for the Assigned Claims. (See id.).
“Any health
plan(s) of the client [HFAP] are encompassed within the Agreement.” (Id. (alteration added)).
8
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
As pointed out by USAA at the September 13 Hearing, “nowhere in this document is
there any mention of Health First Health Plans, the entity that Plaintiff[] allege[s] [has] these
reimbursement rights.” (Sept. 13, 2018 Hr’g Tr. 9:22–24 [ECF No. 77] (alterations added)).
Nor is there any indication in the Recovery Agreement HFAP is acting on behalf of or assigning
the rights of any other MAO. (See generally Recovery Agreement). In short, the Recovery
Agreement expresses no intent to assign rights of HFHP, but rather only rights represented to be
100 percent owned by HFAP. (See generally Recovery Agreement).
First Keeler Affidavit and Related Documents
On April 12, 2018, Mr. Keeler signed his First Affidavit on behalf of HFAP and HFHP.
(See First Keeler Aff., TAC Ex. E [ECF No. 46-5]). He states he is the Chief Operating Officer
of HFAP and HFHP (see id. ¶ 1), and explains HFHP contracts with CMS and HFAP performs
administrative functions on behalf of HFHP (see id. ¶ 3). Under an Administrative and Financial
Management Agreement (see Administrative and Financial Management Agreement (“Admin.
Agreement”) TAC Ex. E, Ex. A [ECF No. 46-5] 4–6), HFAP has authority to manage and act on
behalf of HFHP with respect to all financial assets, including the Assigned Claims. (See First
Keeler Aff. ¶ 5). Mr. Keeler asserts HFAP, on behalf of HFHP, entered into the Recovery
Agreement with MSP Recovery, assigning to MSP Recovery all rights and interest in the
Assigned Claims. (See id. ¶ 6).
Mr. Keeler states he signed the Recovery Agreement for and on behalf of HFAP and all
affiliated health plans, subsidiaries, related entities, and MAOs having direct contracts with CMS
for which HFAP performs administrative functions. (See id. ¶ 7). He states the Recovery
Agreement “provided that any of HFAP’s health plans were encompassed within the Agreement,
including Health First Health Plans, Inc.” (Id.). He explains the claims data transferred by
9
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
HFAP and HFHP for service dates between 2007 and 2016 correspond to the members of HFHP,
and it was always the intent of the parties that all claims data of HFHP transferred to MSP
Recovery encompassed the claims assigned. (See id. ¶ 8).
The Administrative Agreement is dated January 1, 2016, and is entered between Health
First Government Plans, Inc. (“HFGP”) and HFAP. (See Admin. Agreement 1). The Agreement
states both entities are owned by Health First Holding Corp., and it memorializes HFAP will be
providing HFGP administrative and financial management services. (See id.).
In MSP Recovery Claims, Series LLC v. Auto-Owners Insurance Company, No. 1:17-cv23841-PAS, 2018 WL 1953861, at *5 (S.D. Fla. April 25, 2018) (“Auto-Owners”), the court
describes the Administrative Agreement as requiring HFAP to act as a “contractor to provide
administrative and financial management services. Nothing in the agreement demonstrates that
HFAP is contracted to pursue claims under § 1395y(b)(3)(A).” Id. “[A] contract for services is
not an assignment of rights.” Id. (alteration added). Similarly, in MAO-MSO Recovery II, LLC
v. State Farm Mutual Automobile Insurance Company, No. 1:17-cv-01541-JBM-JEH, 2018 WL
2392827, at *5 (C.D. Ill. May 25, 2018) (“State Farm”), in addressing the nature of the
Administrative Agreement, the court noted it “simply does not contain any provision even
suggesting, let alone explicitly stating, that HFHP intended to transfer claims under the MSP
provisions to HFAP.” Id. (emphasis in original). In short, the Administrative Agreement is not
evidence HFHP assigned its legal rights under the K.N. claim or gave HFAP authority to pursue
them; rather, it is simply an agreement for the furnishing of administrative and financial services
by HFAP.
10
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
Second Keeler Affidavit and Related Documents
On June 1, 2018, Mr. Keeler signed a Second Affidavit [ECF No. 46-6], explaining
HFHP acts through its corporate officers and has no employees. (See id. ¶ 5). All of HFHP’s
administrative functions are carried out by HFAP under the Administrative Agreement. (See
id.). He then goes on to state:
6. On April 28, 2016, I executed a Recovery Agreement and Assignment
Addendum (the “Agreement”) with MSP Recovery, LLC, and/or its assigns
(“MSP Recovery”), whereby HFAP assigned to MSP Recovery all right, title,
interest in and ownership of Assigned Claims, as defined in the Agreement. The
purpose of that agreement was to irrevocably assign the Medicare Secondary
Payer recovery rights of HFHP to MSP Recovery and authorize the transfer of
HFHP’s claims data to MSP Recovery for analysis and use in furtherance of that
end.
7. As indicated in the Agreement, I executed the Agreement as COO of
HFAP specifically for the affiliated health plans for which HFAP performs
administrative functions. Section 2.2 of the Agreement explicitly stated that “Any
health plan(s) of the Client are encompassed within the Agreement.” Moreover,
the only purpose of executing the Agreement was to empower MSP Recovery to
pursue the recovery rights of HFHP, the Medicare Advantage Organization
(“MAO”) affiliated with HFAP that contracted directly with CMS.
8. I and other officers and authorized employees of HFAP, in the name of
HFAP, regularly conduct business and execute contracts on behalf of HFHP,
because that is the fully authorized function of HFAP. Therefore, executing the
Agreement as COO of HFAP was a customary and appropriate action, despite the
specific issue later identified.
*
*
*
10. The claims data that was transferred to MSP Recovery encompassed
claims payments made by HFHP for and on behalf of its beneficiaries, members
and enrollees for dates of service between February 5, 2007 and November 23,
2016. HFHP was the proper assignor of all right, title, interest in and ownership
of Assigned Claims in the Agreement with MSP Recovery.
*
*
*
12. The recent court orders scrutinizing the distinction between HFHP’s
ownership of the rights to MSP recovery vis-à-vis HFAP’s authorization to take
any and all action on HFHP’s behalf, including disposal of its owned assets, leads
11
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
to the conclusion that had I signed the Agreement in my role as COO of HFHP,
the present controversy would have been avoided. At all times I was fully
authorized to, and there was nothing preventing me from, executing the
Agreement as COO of, and directly on behalf of, HFHP. . . .
13. Therefore, with full authorization of HFHP and HFAP in my role as
COO of both entities, I have executed an addendum to the Agreement to clarify
and ratify the intent and actions on and since April 28, 2016. The addendum is
attached as Exhibit 1 to this affidavit. I have also executed an Assignment by
HFHP, effective April 28, 2016, of all MSP recovery rights of HFHP. The
assignment is attached as Exhibit 2 to this affidavit.
*
*
*
15. HFHP was, and is to be, recognized as an assignor and a named party
to the Agreement with MSP Recovery and was at all times an assignor of all right,
title, interest in and ownership of Assigned Claims, as defined in the Agreement.
(Id. (emphasis in original; alterations added)).
The June 1, 2018 Addendum’s stated intent is to confirm, ratify and memorialize “the
intent of the parties [in the April 2016 Recovery Agreement]” that HFHP “was an assignor and
intended party to the Agreement dated April 28, 2016 and was inadvertently not specifically
included by name in said Agreement, and that MSP Recovery obtained all right, title and interest
in and to the Assigned claims on April 28, 2016.” (Addendum 1 (alteration added)). Mr. Keeler
signed the Addendum as COO of HFHP and COO of HFAP. (See id. 2).
The June 1, 2018 Nunc Pro Tunc Assignment “effective April 28, 2016,” signed by Mr.
Keeler as COO of HFHP, states the intentions of the client HFHP and assignee MSP Recovery,
whereby HFHP “wishes to assign to MSP Recovery all right, title, interest in and ownership of
the Claims (Assigned Claims as defined, herein) . . . .” (Nunc Pro Tunc Assignment 1). MSP
Recovery is not the named Plaintiff in this action. The named Plaintiff, again, is MSP Recovery
Claims, Series LLC.
12
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
Series Assignment
As stated, the TAC alleges on June 12, 2017, MSP Recovery assigned all rights acquired
under the Recovery Agreement, “as confirmed by the Nunc Pro Tunc Assignment and
Addendum, to Plaintiff, under one of its designated series: Series 16-05-456 LLC (‘the Series
Assignment’).” (TAC ¶ 19). That Series Assignment [ECF No. 46-7], states the assignor, MSP
Recovery, assigns to Series 16-05-456 LLC, a series of MSP Recovery Claims, Series LLC, the
Assigned Claims as those are defined in the April 28, 2015 [sic] Recovery Agreement between
HFAP and MSP Recovery, regardless of when those claims were vested in HFAP. (See Series
Assignment 1). To be clear, the Series Assignment does not pass on to MSP Series the rights
purportedly assigned in the Nunc Pro Tunc Assignment.
II.
STANDARD
USAA challenges subject matter jurisdiction, in particular MSP’s standing to bring the
claims asserted, and so Federal Rule of Civil Procedure 12(b)(1) applies. See Stalley ex rel.
United States v. Orlando Reg’l Healthcare Sys., Inc., 524 F.3d 1229, 1232 (11th Cir. 2008).
“Because standing is jurisdictional, a dismissal for lack of standing has the same effect as a
dismissal for lack of subject matter jurisdiction under [Rule] 12(b)(1).” Id. (alteration added;
internal quotation marks and citation omitted). A motion to dismiss for lack of subject matter
jurisdiction under Rule 12(b)(1) may be based upon either a facial or factual challenge to the
complaint. See McElmurray v. Consol. Gov’t of Augusta–Richmond Cty., 501 F.3d 1244, 1251
(11th Cir. 2007) (citation omitted). In addressing a facial attack, the court merely looks to see if
the plaintiff has sufficiently alleged a basis for subject matter jurisdiction, and the complaint’s
allegations are accepted as true. See id. (citation omitted). In contrast, because a factual attack
challenges the existence of subject matter jurisdiction in fact, the court may consider matters
13
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
outside the pleading such as testimony and affidavits. See id. (citation omitted).
To establish subject matter jurisdiction, a plaintiff must allege he has standing, which
consists of three elements: “The plaintiff must have (1) suffered an injury in fact, (2) that is fairly
traceable to the challenged conduct of the defendant, and (3) that is likely to be redressed by a
favorable judicial decision.” Spokeo, Inc. v. Robins, – U.S. –, 136 S. Ct. 1540, 1547, 194 L. Ed.
2d 635 (2016), as revised (May 24, 2016).
“To establish injury in fact, a plaintiff must
demonstrate he or she suffered ‘an invasion of a legally protected interest’ that is ‘concrete and
particularized’ and ‘actual or imminent, not conjectural or hypothetical.’” Id. at 1548 (quoting
Lujan v. Defs. of Wildlife, 504 U.S. 555, 560 (1992)). For an injury to be particularized, it “must
affect the plaintiff in a personal and individual way.” Lujan, 504 U.S. at 560 n.1. For the injury
to be “concrete,” it must be “real,” and not “abstract;” however it need not be “tangible.”
Spokeo, 136 S. Ct. at 1548–49 (explaining intangible violations such as restricting free speech
can qualify as concrete harms).
III.
DISCUSSION
Defendant moves to dismiss for lack of standing because based on “the allegations and
exhibits to the Third Amended Complaint . . . Plaintiff fails to allege facts supporting its
purported standing or a valid claim for relief.” (Mot. 2 (alteration added)). Because USAA does
not ask the Court to consider any extrinsic evidence outside of the TAC or its attachments, the
Motion “constitutes a facial attack on [Plaintiff’s] standing.” MSP Recovery Claims, Series LLC
v. ACE Am. Ins. Co., No. 17-CV-23749, 2018 WL 1547600, at *6 (S.D. Fla. Mar. 9, 2018)
(alteration added). Accordingly, the Court looks only to the TAC and its exhibits and treats wellpled allegations in the TAC as true.
See id.
14
Nevertheless, where the agreements and
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
assignments attached to the TAC contradict conclusory allegations in the TAC regarding
standing, “the exhibits govern.” Crenshaw v. Lister, 556 F.3d 1283, 1292 (11th Cir. 2009).
A.
Introduction
It was in the SAC that MSP Series first alleged HFHP is the MAO in which K.N. was
enrolled, that paid K.N.’s bills, and which owned the recovery rights allegedly assigned to
Plaintiff. (See SAC ¶¶ 7, 10, 13). Prior to this pleading, MSP Series alleged HFAP was that
entity. This material amendment to Plaintiff’s allegations was inserted into the case one day
before the district court in State Farm made the following observations:
The Court does not believe Plaintiffs have been completely forthcoming about
exactly who the alleged assignor is in this case. . . . [T]he Amended Complaint
makes clear that any reference to “Health First” refers to HFAP. No matter how
Plaintiffs twist it, their Amended Complaint is not accurate. HFAP did not pay
the representative beneficiary’s medical expenses; HFHP did. Therefore, if
anybody is to be reimbursed under the MSP provisions, it is HFHP, not HFAP. It
is not a “minor” clarification to say that an entirely separate corporation incurred
injury.
State Farm, 2018 WL 2392827, at *4 (alterations added). The court in State Farm went on to
explain the reason it was requiring the plaintiffs to show cause why Rule 11 sanctions should not
be entered:
Plaintiffs tacitly admit that their Amended Complaint is not accurate. Plaintiffs
explicitly identified HFAP as the MAO in their Amended Complaint that paid for
R.Y.’s medical expenses. Now, after being outed by the Florida court and State
Farm, Plaintiffs seek to “clarify” that HFHP is actually the MAO that paid for
R.Y.’s medical expenses, and did not receive reimbursement.
Id. at *7.
In its Motion, USAA advises there are at least seven cases involving Plaintiff and/or its
affiliates in which courts have ruled non-Medicare Advantage Organizations cannot sue for
payment under the MSP Act. (See Mot. 3, n.3 (citing cases)). USAA also lists over 20 cases
where judges in this district have dismissed cases similar to this one for the failure by the
15
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
plaintiff to allege facts supporting standing. (See id. 1, n.2 (listing cases)).
With this backdrop, USAA argues HFAP, the entity that purportedly assigned to MSP
Series the claim in this lawsuit, did not pay the bills at issue and therefore could not have
suffered an injury in fact, and is also not an MAO. (See id. 2–3). USAA states that in trying “to
overcome these obvious defects in the last two iterations of the pleading, Plaintiff concocted a
new theory and created new documents — now claiming its so-called assignment — which it
had previously relied on to show its standing and entitlement to assert its claims — was
somehow intended to be on behalf of and related to a completely different entity that is a[n
MAO].” (Id. 3 (emphasis in original; alteration added)). USAA argues because standing must
exist from the outset of a lawsuit, MSP Series’s attempt to rewrite history must fail. In this, the
Court agrees. Before explaining why MSP Series lacks standing, it may be helpful to provide a
brief background of the MSP Act and MAOs.
B.
The MSP Act and MAOs
In Auto-Owners, the court set out the relevant background:
Congress enacted the Medicare Act in 1965 to establish a health insurance
program for the elderly and disabled. At that time, Medicare paid for medical
expenses even when Medicare beneficiaries were also enrolled in third-party
insurance policies that covered those same costs. See MSP Recovery, LLC v.
Allstate Ins. Co., 835 F.3d 1351, 1354 (11th Cir. 2016). In an effort to reduce
costs, Congress passed the MSPA in 1980 which made Medicare the secondary
payer, rather than the primary payer, for medical services provided to its
beneficiaries when they are covered for the same services by a private insurer.
See § 1395y(b)(2). Thus, the private insurer becomes the primary payer, as
defined by the statute, for medical services. . . . Once notified of its responsibility
for a payment, a primary payer must reimburse Medicare for any payment made
within 60 days. § 1395y(b)(2)(B)(ii). In an effort to enforce this scheme, the
MSPA created a private cause of action for double damages when a primary plan
fails to provide payment. See § 1395y(b)(3)(A).
Auto-Owners, 2018 WL 1953861, at *1 (alteration added; footnote call number omitted).
Under Part C of the Medicare Act, Medicare enrollees may obtain Medicare benefits
16
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
through private insurer Medicare Advantage Organizations, instead of receiving direct benefits
from the government under Parts A and B. See 42 U.S.C. § 1395w-21(a). MAOs contract with
Medicare to administer benefits for a Medicare beneficiary.
See Auto-Owners, 2018 WL
1953861, at *2 (citing Humana Medical Plan, Inc. v. Western Heritage Ins. Co., 832 F.3d 1229,
1235 (11th Cir. 2016)).
The MSP Act “makes Medicare insurance secondary to any ‘primary
plan’ obligated to pay a Medicare recipient’s medical expenses, including a third-party
tortfeasor’s automobile insurance.” State Farm, 2018 WL 2392827, at *2 (quoting Parra v.
PacifiCare of Ariz., Inc., 715 F.3d 1146, 1152 (9th Cir. 2013)). “Medicare serves as a back-up
insurance plan to cover that which is not paid for by a primary insurance plan.” Caldera v. Ins.
Co. of the State of Pa., 716 F.3d 861, 863 (5th Cir. 2013) (internal quotation marks and citation
omitted). In fact, “Medicare cannot pay medical expenses when payment has been made or can
reasonably be expected to be made under an automobile or liability insurance policy or plan or
no fault insurance.” MSPA Claims 1, LLC v. Liberty Mut. Fire Ins. Co., 322 F. Supp. 3d 1273,
1278 (S.D. Fla. 2018) (“Liberty Mutual”) (internal quotation marks, citation, and alterations
omitted).
Section 1395y(b)(3)(A) of the MSP Act provides a private right of cause of action against
primary payers who do not reimburse secondary payers for conditional payments made to
Medicare beneficiaries. See 42 U.S.C. § 1395w-21(a). Under section 1395y(b)(3)(A), an MAO
may sue a primary plan that fails to reimburse an MAO’s secondary payment.
Med. Plan, Inc., 832 F.3d at 1238.
17
See Humana
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
C.
As a Non-MAO, HFAP Cannot Bring or Assign a Medicare Secondary Payer
Action; the Post-Lawsuit Documents Cannot Remedy that Fatal Defect
MSP Series alleges HFHP paid the bills at issue.1 (See TAC ¶ 11 (“HFHP paid $3,365.01
for K.N.’s accident-related medical expenses.”)). To the extent USAA owes any reimbursement
then, it would be to HFHP, the real party in interest to such a claim, or its assignee.
Consequently, for MSP Series to have standing to sue USAA, there must exist an assignment —
or a series of assignments — from HFHP to the named Plaintiff. Plaintiff alleges the assignment
flows from HFHP through HFAP, from HFAP to MSP Recovery, and from MSP Recovery to
Plaintiff. (See id. ¶¶ 14–19).
It is Plaintiff’s burden to show a valid assignment exists.
The first document evidencing an assignment is the HFAP Recovery Agreement. (See id.
Ex. D). The problem with this first in the chain of documents is HFAP is not an MAO. Plaintiff
admits HFAP is not an MAO. (See id. Ex. D (describing HFAP as “a Health Maintenance
Organization, Maintenance Service Organization, Independent Practice Association, Medical
Center, and/or other health care organization and/or provider”)). Plaintiff’s elaborate attempt to
persuade the Court it always intended HFHP to be the assignor cannot alter the plain language of
the Recovery Agreement identifying HFAP as the assignor.
Several other courts have already rejected Plaintiff’s strained construction of otherwise
unambiguous contract documents. For example, in Auto-Owners, the court found HFAP was not
an MAO and Plaintiff lacked standing under the MSP Act.
See Auto-Owners, 2018 WL
1953861, at *4 (in dismissing with prejudice for lack of standing, the court took judicial notice
HFAP is not listed on the Centers for Medicare and Medicaid Services’s website, “a source
which cannot be reasonably questioned”).
Although Plaintiff alleges “all administrative functions and operations of HFHP, including the issuance
of conditional payments, are accomplished by HFAP” (TAC ¶ 16), Plaintiff does not allege HFAP
actually paid K.N.’s bills. If HFAP paid K.N.’s bills, it would not have standing to bring this suit — or
assign its standing to sue — because only MAOs have standing under the MSP Act.
1
18
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
In State Farm, the court noted “[f]rom the beginning, Plaintiffs have led the Court to
believe, and they continue to argue, that HFAP is an MAO.” State Farm, 2018 WL 2392827, at
*3 (alteration added). The court observed the plaintiffs’ amended complaint was “misleading”
regarding the true assignor, and the attempt to “clarify” the identity of the assignor was “not
well-taken.” Id. The court in State Farm did not stop there:
The Court does not believe Plaintiffs have been completely forthcoming about
exactly who the alleged assignor is in this case. . . . [T]he Amended Complaint
makes clear that any reference to “Health First” refers to HFAP. No matter how
Plaintiffs twist it, their Amended Complaint is not accurate. HFAP did not pay
the representative beneficiary’s medical expenses; HFHP did. Therefore, if
anybody is to be reimbursed under the MSP provisions, it is HFHP, not HFAP.
Id. at * 4 (alterations added). Given the plaintiffs were only “outed” by the defendant revealing
the pleading was inaccurate, and the plaintiffs had “absolutely no basis in law to support the
argument that HFAP is an MAO,” id. at *7, the court rejected the suggestion “Health First’s
‘corporate structure’ was too confusing to” justify the pleading’s misstatements, and entered
Rule 11 sanctions against MSP Series and its counsel, MAO-MSO Recovery II, LLC v. State
Farm Mutual Auto. Ins. Co., No. 1:17-cv-JBM-JEH, 2018 WL 2735106, at *7–8 (C.D. Ill. June
7, 2018).
In Liberty Mutual, the court dismissed the case with prejudice, explaining because the
plaintiff’s assignors, including HFAP, are not MAOs, Medicare beneficiaries, or medical
providers that directly treated the Medicare beneficiaries in the claims presented, they lacked
standing to bring a private cause of action under the MSP Act and so the plaintiffs also lacked
standing to bring a section 1395y(b(3)(A) claim based on the assignors’ purported assignment of
rights. See Liberty Mutual, 322 F. Supp. 3d at 1283.
HFAP, the actual assignor who was a party to the Recovery Agreement, did not pay the
bills at issue and suffered no injury, nor is it an MAO with standing to assert claims that may be
19
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
transferred to MSP Series. Certainly, MSP Series knew this — having been told as much by
other district courts, including having to pay monetary sanctions for advancing the argument.
Now, in response to the final opportunity it was offered at the June 29 Hearing, MSP Series
presents post-lawsuit agreements and affidavits trying once more to satisfy its obligation to show
it has standing to bring claims under the MSP Act. (See generally TAC, exhibits). With these
new agreements and affidavits, Plaintiff would have the Court believe HFHP — an entity never
once mentioned in the Recovery Agreement — is the true assignor, not the entity named in the
document, HFAP.
The Addendum, Nunc Pro Tunc Assignment, and other post-lawsuit documents attached
to the TAC attempt to show the original assignment agreements were meant to name HFHP as
the true assignor, not the non-MAO HFAP. The Addendum and Nunc Pro Tunc Assignment,
both dated June 1, 2018, purport to have as their effective date April 28, 2016, the same date the
Recovery Agreement was executed. The Addendum states HFAP and MSP Recovery intended
that HFHP be recognized as the assignor and party to the Recovery Agreement. (See TAC, Ex.
F, ¶ 2).
Mr. Keeler’s First and Second Affidavits are immaterial, because the Recovery
Agreement contains no ambiguous language that requires clarification. Its reference to HFAP
brooks no ambiguity, and Mr. Keeler’s mere statements that HFHP and HFAP are
interchangeable do not make them so. What Plaintiff has concocted with the several new
documents is a brazen attempt to cure the deficiencies for which other courts have previously
sanctioned Plaintiff and its counsel.
“Article III standing must be determined as of the time at which the plaintiff’s complaint
is filed.” Focus on the Family v. Pinellas Suncoast Transit Auth., 344 F.3d 1263, 1275 (11th Cir.
2003) (citations omitted). In Lujan, 504 U.S. at 571, n.4, the Supreme Court explained standing
20
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
is to be “assessed under the facts existing when the complaint is filed.” And “while it is true that
a plaintiff must have a personal interest at stake throughout the litigation of a case, such interest
is to be assessed under the rubric of standing at the commencement of the case, and under the
rubric of mootness thereafter.” Becker v. Fed. Election Comm’n, 230 F.3d 381, 386, n.3 (1st Cir.
2000).
Plaintiff would have the Court accept its representation the Recovery Agreement
“intended to assign the rights of HFAP’s related health plans, including HFHP” based on a line
that states “any health plans of [HFAP] are encompassed within this Agreement.” (Opp’n 5–6
(citations omitted)).
Yet, that reference in the Recovery Agreement is to payments MSP
Recovery must make to HFAP, not to the scope of what entities’ claims are being assigned. As
noted by USAA, that same provision “was before the Liberty Mutual, Travelers,[2] Auto-Owners,
and State Farm courts when they held that the HFAP Contract did not encompass an assignment
of claims owned by HFHP.” (Reply 2).
In any event, the Court does not give any weight to this eleventh-hour extra-contractual
evidence of the parties’ intent3 given the Recovery Agreement is unambiguous on its face. See,
e.g., Hibiscus Assocs. Ltd. v. Bd. of Trustees of Policemen & Firemen Ret. Sys. of City of Detroit,
50 F.3d 908, 919 (11th Cir. 1995) (“When a contract term is clear and unambiguous, the best
evidence of this intent is the term itself, and a court may not give such term meaning beyond that
2
MSP Recovery Claims, Series LLC v. Travelers Cas. and Surety Co., No. 17-23628-Civ-Williams (S.D.
Fla. June 19, 2018), 9 [ECF No. 54] (dismissing case for lack of subject matter jurisdiction and noting
“[b]ecause HFAP — the entity that allegedly assigned its rights to Plaintiff — is not an MAO, and thus
lacks standing to bring a private cause of action under the MSPA, Plaintiff also lacks standing to bring a
claim under Section 1395y(b)(3)(A) based on the purported assignment of rights from HFAP.” (alteration
added)).
3
Tellingly, Mr. Keeler states it was his intention to sign the Recovery Agreement on behalf of HFAP.
(See First Keeler Aff. ¶ 7; Second Keeler Aff. ¶ 8). Yet, the June 1 Addendum states HFHP was
“inadvertently” not included by name in the Recovery Agreement. (See Addendum ¶ C).
21
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
clearly expressed in the four corners of the document.” (citation omitted)). In the Recovery
Agreement, HFAP is clearly defined as the “Client” that “irrevocably assigns . . . all of Client’s
right, title and interest in and to all Claims.” (Recovery Agreement § 4.1). To give any effect to
Plaintiff’s and Mr. Keeler’s new explanations about the “intent” of the document to evince an
assignment by non-signatory HFHP is to misapply basic rules of contract construction by
considering parol evidence. See In re Yates Development, Inc. 256 F.3d 1285, 1289 (11th Cir.
2001) (affirming district court’s refusal to consider “extrinsic evidence of the parties’ intent,”
including an affidavit, because “under Florida4 law, the parol evidence rule bars admission of
extrinsic evidence which would vary or contradict the unambiguous language of a contract”
(citations omitted; footnote added)).
In the event the Court is not persuaded by the post-lawsuit documents Plaintiff prepared
more than two years after the fact and now presents in an attempt to show HFAP is not the true
assignor, Plaintiff relies on Federal Rule of Civil Procedure 15(d) to request the Court treat the
TAC as a supplemental complaint and allow the case to proceed to the merits. (See Opp’n 11).
Plaintiff relies in part on Northstar Financial Advisors Inc. v. Schwab Investments, 779 F.3d
1036, 1043–48 (9th Cir. 2015), where the court approved the district court’s decision to allow the
plaintiff to file a supplemental pleading after a post-complaint assignment from a party that had
standing, given Federal Rule of Civil Procedure 15(d) allows a plaintiff to file a supplemental
pleading to correct a defective complaint. (See Opp’n 10–11). This new argument fails to
persuade for two reasons.
First, despite filing several motions for leave to amend its initial Complaint (see ECF
Nos. 22, 34 & 35]), Plaintiff never sought leave to file an amended pleading under Rule 15(d);
rather, it relied on Rules 15(a) and 15(c). (See id.). Moreover, the post-litigation documents do
4
Florida law governs the Recovery Agreement. (See Recovery Agreement ¶ 8.3).
22
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
not cure the absence of standing at the time the suit was filed. “[N]unc pro tunc assignments are
not sufficient to confer retroactive standing.” Alps South LLC v. Ohio Willow Wood Co., 787
F.3d 1379, 1384 (Fed. Cir. 2015) (alteration in original; internal quotation marks and citation
omitted); see also Diamond Coating Tech., LLC v. Hyundai Motor Am., 823 F.3d 615, 621 (Fed.
Cir. 2016) (affirming district court’s dismissal of patent infringement actions where the plaintiff
executed nunc pro tunc agreements to clarify the parties’ original intent to grant full ownership
of the patents in question to the plaintiff, as “nunc pro tunc assignments are not sufficient to
confer retroactive patentee status” (internal quotation marks, citation, and alteration in original
omitted)). Indeed, “where a plaintiff never had standing to assert a claim against the defendants,
it does not have standing to amend the complaint and control the litigation by substituting new
plaintiffs, a new class, and a new cause of action.” Summit Office Park, Inc. v. U.S. Steel Corp.,
639 F.2d 1278, 1282 (5th Cir. 1981).
Second, the Series Contract, purporting to assign rights from MSP Recovery to Series 1605-456, LLC, is deficient, as it purports to transfer rights created under a Recovery Agreement
dated April 28, 2015. (See Series Assignment). The Recovery Agreement is actually dated April
28, 2016. (See Recovery Agreement 1). And the named Plaintiff is MSP Series, not even Series
16-05-456 LLC. (See TAC ¶ 43). A “series” entity is similar to a corporation with subsidiaries,
see CML V, LLC v. Bax, 6 A.3d 238, 251 (Del. Ch. 2010), and parent corporations lack standing
to sue on behalf of their subsidiaries, see Elandia Int’l, Inc. v. Koy, 09-20588-Civ, 2010 WL
2179770, at *5 (S.D. Fla. Feb. 22, 2010).
Recognizing the TAC fails to allege exactly how MSP Series can sue on behalf of a
subsidiary entity, Series 16-05-456 LLC, Plaintiff seeks to buttress the TAC by providing “the
full suite of corporate documents.” (Opp’n 12 n.5). Plaintiff’s attempt to use a grouping of
23
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
limited liability and other agreements attached to the Opposition (see Opp’n, Exs. B–E [ECF
Nos. 65-2 to 65-5]) to show Plaintiff’s ability to maintain this action is not permitted. See
Kennedy v. Melbourne Beach, LLC, No. 6:16-CV-1849-ORL-40DCI, 2017 WL 821815, at *1
(M.D. Fla. Mar. 2, 2017) (noting when a defendant launches “a facial attack, [] the Court is
limited to the four corners of the Complaint in determining whether Plaintiff has standing to
sue.”); see also Wilchombe v. Teevee Toons, Inc., 555 F.3d 949, 959 (11th Cir. 2009) (“Because
[the plaintiff] did not reference these contracts in his amended complaint or attach them thereto,
the district court properly refused to consider such contracts in ruling on the motion to dismiss.”
(alteration added; citation omitted)).
IV.
CONCLUSION
In light of the ever-shifting allegations Plaintiff has presented in its four versions of its
pleading, it is evident Plaintiff has played fast and loose with facts, corporate entities, and
adverse judicial rulings. Plaintiff has inexorably been forced to recognize there never existed an
MAO with the ability to bring or assign a claim under the MSP Act for recovery of payment of
K.N.’s bills. Undeterred, Plaintiff sought to rewrite history with a convoluted story, told by Mr.
Keeler and his counsel, that there was an MAO all along that properly assigned those rights.
Yet, that is not so. The somewhat careless drafting of documents by lawyers clearly referencing
a non-MAO as the assigning entity — HFAP — cannot be cured by attempting post facto to
create and dispel an ambiguity that never existed.
Being fully advised, it is
ORDERED AND ADJUDGED that Defendant, USAA General Indemnity Company’s
Motion to Dismiss Plaintiff’s Third Amended Class Complaint for Damages [ECF No. 63] is
GRANTED. The case is DISMISSED without prejudice. See Stalley, 524 F.3d at 1232 (“A
24
CASE NO. 18-21626-CIV-ALTONAGA/Goodman
dismissal for lack of subject matter jurisdiction is not a judgment on the merits and is entered
without prejudice.” (citation omitted)). The Clerk is instructed to mark the case CLOSED.
DONE AND ORDERED in Miami, Florida, this 19th day of October, 2018.
_________________________________
CECILIA M. ALTONAGA
UNITED STATES DISTRICT JUDGE
cc:
counsel of record
25
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?