Group 1 Automotive, Inc., et al v. Aetna Life Insurance Co.

Filing 24

MEMORANDUM AND ORDER DENIED 7 MOTION to Transfer Case to United States District Court for the District of Connecticut (Signed by Judge Nancy F Atlas) Parties notified.(sashabranner, 4)

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United States District Court
Southern District of Texas

ENTERED
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
GROUP 1 AUTOMOTIVE, INC., AS
PLAN ADMINISTRATOR FOR THE
GROUP 1 AUTOMOTIVE, INC.
COMPREHENSIVE HEALTH AND
WELFARE BENEFIT PLAN,
Plaintiff,
v.
AETNA LIFE INSURANCE
COMPANY,
Defendant.

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July 15, 2020
David J. Bradley, Clerk

CASE NO. 4:20-CV-1290

MEMORANDUM AND ORDER
Before the Court is Defendant Aetna Life Insurance Company’s (“Aetna’s”)
Motion to Transfer Venue under 28 U.S.C. § 1404(a) [Doc. # 7] (“Motion”).
Plaintiff Group 1 Automotive, Inc., as Plan Administrator on behalf of the Group 1
Automotive, Inc. Comprehensive Health and Welfare Benefit Plan (“Group 1”) has
responded, 1 Aetna replied, 2 and Group 1 filed a sur-reply. 3 The Motion is ripe for

1

Group 1’s Response in Opposition to Aetna’s Motion to Transfer Venue and
Alternative Motion to Consolidate [Doc. # 10] (“Response”).

2

Aetna’s Reply in Support of its Motion to Transfer Venue under 28 U.S.C. § 1404(a)
[Doc. # 17] (“Reply”).

3

Group 1’s Sur-Reply in Further Response to Aetna’s Reply in Support of its Motion
to Transfer Venue [Doc. # 21] (“Sur-Reply”).

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decision. Based on the parties’ briefing, pertinent matters of record, and relevant
legal authorities, the Court denies Aetna’s Motion.
I.

BACKGROUND
Group 1 operates an automotive retail business throughout the United States. 4

Group 1 is a Delaware corporation with its principal place of business in Houston,
Texas. 5 Group 1 administers a self-funded health benefit plan for its employees
under the Employee Retirement Income Security Act of 1974 (“ERISA”). 6 Aetna
offers health insurance and third-party administration services for self-funded
benefit plans. 7 Aetna is a Connecticut corporation with its principal place of
business in Hartford, Connecticut. 8
Group 1 executed an Administrative Service Agreement (“ASA”) with Aetna
effective March 1, 2002 for administrative services related to Group 1’s self-funded

4

Complaint for Breach of Fiduciary Duty [Doc. # 1] (“Complaint”) ¶ 1.

5

Id. ¶ 6.

6

Id. ¶ 1.

7

Id. ¶ 11.

8

Id. ¶ 7.

2
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employee health benefit plan. 9 Aetna served as third-party administrator for Group
1’s benefit plan until the end of 2015.10
A few years after terminating their contract with Aetna, Group 1 raised
concerns that Aetna breached the ASA by granting certain benefit claims that should
have been denied. 11 In 2018, Group 1 commenced an arbitration against Aetna in
Connecticut, as required by an arbitration clause in the ASA. 12 Group 1 asserted
several claims in that proceeding, including a claim for breach of fiduciary duty
under ERISA. 13 On March 23, 2020, the arbitrator dismissed Group 1’s claims as
time-barred. 14

The arbitrator also held that Group 1’s ERISA claim was not

arbitrable and dismissed that claim without prejudice. 15

9

Id. ¶ 2; see also Administrative Services Agreement [Doc. # 1-2] (“ASA”).

10

Complaint ¶ 11.

11

Id. ¶ 4.

12

Declaration of Theodore Tucci in Support of Motion to Transfer Venue [Doc. # 7-2]
(“Tucci Decl.”) ¶ 4; see also Demand for Arbitration [Doc. # 7-3].

13

Tucci Decl. ¶ 6; Group 1’s Third Amended Complaint in Arbitration [Doc. # 7-4]
¶¶ 38-48.

14

Tucci Decl. ¶ 7; March 23, 2020 AAA Ruling on Respondent’s Renewed Motion to
Dismiss [Doc. # 7-6].

15

Id.

3
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On April 10, 2020, Group 1 filed this lawsuit asserting its ERISA claim. 16 On
April 13, 2020, Aetna filed a petition in the United States District Court for the
District of Connecticut for confirmation of the arbitral award. 17 On May 12, 2020,
Aetna moved to transfer this case to the District of Connecticut under 28 U.S.C.
§ 1404(a). 18
II.

LEGAL STANDARD
“For the convenience of parties and witnesses, in the interest of justice, a

district court may transfer any civil action to any other district or division where it
might have been brought or to any district or division to which all parties have
consented.” 28 U.S.C. § 1404(a). The party seeking to transfer venue bears the
burden to “satisfy the statutory requirements and clearly demonstrate that transfer is
appropriate. In re Volkswagen of Am., Inc., 545 F.3d 304, 315 (5th Cir. 2008) (en
banc) (quoting 28 U.S.C. § 1404(a)) (alteration in original). The ultimate decision
whether to transfer a case pursuant to § 1404(a) is within the sound discretion of the
district court. See Peteet v. Dow Chem. Co., 868 F.2d 1428, 1436 (5th Cir. 1989).
In ruling on a motion to transfer, a court first must address if the civil action
could have originally been brought in the transferee court under the applicable venue
16

See Complaint.

17

Tucci Decl. ¶ 8; Petition to Confirm Arbitral Award [Doc. # 7-7].

18

See Aetna’s Motion.
4

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statute. In re Horseshoe Entm’t, 337 F.3d 429, 433 (5th Cir. 2003). “If the action
could have been brought in the alternate venue, the court must then weigh a series
of non-exhaustive private and public interest factors, none of which is given
dispositive weight.” LeBlanc v. C.R. Eng., Inc., 961 F. Supp. 2d 819, 830 (N.D. Tex.
2013) (citing In re Volkswagen, 545 F.3d at 315). 19
In the Fifth Circuit, a plaintiff’s choice of venue is not a separate factor in the
§ 1404(a) analysis, but the importance of a plaintiff’s choice is taken into account
by the significant burden placed on the movant to show good cause for the transfer.
Id., at 314 n.10. Unless the proposed transferee venue is “clearly more convenient”
than the plaintiff’s chosen venue, “the plaintiff’s choice should be respected.” Id. at
315.
Where there is a valid and enforceable forum selection clause, the plaintiff’s
choice of a different forum has no weight, and the party opposing transfer bears the
burden to demonstrate that transfer is unwarranted. Marine Constr. Co., Inc. v. U.S.
Dist. Court, 571 U.S. 49, 63-64 (2013). “[A] court evaluating a defendant’s
§ 1404(a) motion to transfer based on a forum-selection clause should not consider
arguments about the parties’ private interests. When parties agree to a forumselection clause, they waive the right to challenge the preselected forum as

19

See infra at 11 for these factors.
5

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inconvenient or less convenient for themselves or their witnesses, or for their pursuit
of the litigation.” Id. at 64. As a result, the court “must deem the private-interest
factors to weigh entirely in favor of the preselected forum” and may consider only
the public interest factors, which “will rarely defeat a transfer motion.” Id.
III.

DISCUSSION
Aetna argues that this dispute is subject to a valid and enforceable “forum

selection clause” in Section 26 in the ASA (“Section 26”) requiring that the dispute
be heard in the District of Connecticut. 20 The Court first analyzes the applicability
of Section 26. Because the Court concludes that Section 26 does not require
Group 1’s ERISA claim to be heard in Connecticut, the Court will evaluate the
public and private interest factors to determine whether a discretionary transfer to
the District of Connecticut is warranted.
A.

Scope of the ASA’s Forum Selection Clause

Aetna argues that this dispute is subject to a valid and binding forum selection
clause in the ASA, citing the first two sentences of Section 26 of the ASA. Those
sentences state:
The Services Agreement shall be governed by, and interpreted in
accordance with, applicable federal law, including but not limited to
ERISA. To the extent such federal law does not govern, the Services
Agreement shall be governed by Connecticut law and the courts in such
20

See ASA [Doc. # 1-2] at 10.

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state shall have sole and exclusive jurisdiction of any dispute related
hereto or arising hereunder. 21
The parties’ dispute turns on the second sentence, which has three parts: a qualifying
introductory phrase that excludes from its reach claims based on federal law, a
choice of law phrase, and a forum or venue selection phrase.
Under Connecticut law, when construing an insurance policy or other contract
[t]he determinative question is the intent of the parties, that is, what
coverage the . . . [insured] expected to receive and what the [insurer]
was to provide, as disclosed by the provisions of the policy. . . . If the
terms of the policy are clear and unambiguous, then the language, from
which the intention of the parties is to be deduced, must be accorded its
natural and ordinary meaning. . . . Under those circumstances, the
policy is to be given effect according to its terms . . . . When
interpreting [an insurance policy], we must look at the contract as a
whole, consider all relevant portions together and, if possible, give
operative effect to every provision in order to reach a reasonable overall
result . . .
Lexington Ins. Co. v. Lexington Healthcare Group, Inc., 311 Conn. 29, 37–38,
(2014). Courts use canons of interpretation to determine the parties’ intent and
expectations from a contract’s language. Metropolitan Life Ins. Co. v. Aetna
Casualty & Surety Co., 255 Conn. 295, 306, (2001).
The threshold procedural issue is whether the qualifying introductory phrase
in the second sentence of Section 26 (“[t]o the extent such federal law does not
govern”) limits the forum selection phrase “the courts in [Connecticut] shall have

21

ASA [Doc. # 1-2] at 10.
7

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sole and exclusive jurisdiction of any dispute related hereto or arising hereunder,”
which is at the end of the sentence. Aetna argues with some force that the entire
sentence should be interpreted using the “nearest reasonable referent” canon of
interpretation. That canon limits the application of the introductory qualifier to the
phrase that immediately follows the limitation.

Aetna thus contends that the

sentence’s introductory limitation concerning claims not involving federal law
applies only to the choice of law phrase which immediately follows that limitation,
not the sentence’s concluding forum selection phrase.
Group 1 counters that the disputed sentence should be interpreted using the
“series qualifier” canon, under which the qualifying introductory phrase would apply
to both the choice of law and forum selection phrases.
“When there is a straightforward, parallel construction that involves all nouns
or verbs in a series,” the series qualifier canon applies, under which “a prepositive
or postpositive modifier normally applies to the entire series.” Antonin Scalia &
Bryan A. Garner, READING LAW: THE INTERPRETATION OF LEGAL TEXTS 147 (2012)
(“Scalia & Garner”). On the other hand, “when the syntax involves something other
than a parallel series of nouns or verbs,” the nearest reasonable referent canon
applies, and “a prepositive or postpositive modifier normally applies only to the
nearest reasonable antecedent.” Id. at 152.

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Here, the forum selection clause is a parallel construction of nouns in a series.
Both “Services Agreement” and “the courts” are nouns. The conjunction “and”
signifies a parallel construction, and neither phrase modifies the other. Therefore,
the series qualifier canon applies. Under the series qualifier canon, the qualifying
phrase applies to each following phrase. Thus, the qualifying phrase applies to both
the forum selection clause as well as the choice of law clause. In other words,
grammatically, the sentence means both:
•

To the extent such federal law does not govern, the Services Agreement
shall be governed by Connecticut law; and

•

To the extent such federal law does not govern, the courts in
[Connecticut] shall have sole and exclusive jurisdiction of any dispute
related hereto or arising hereunder.

This interpretation is logical and does not lead to an absurd result when
considered in light of “the entire text, in view of its structure and of the physical and
logical relations of its many parts.” Scalia & Garner, at 167. It makes sense that
Connecticut courts would be best positioned to address disputes under Connecticut
law. On the other hand, federal courts are easily able to address ERISA issues under
federal law. Federal law governs the current dispute, and therefore this case is not
governed by the ASA’s forum selection clause.

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The Court turns to the question of whether transfer to the District of
Connecticut is warranted under 28 U.S.C. § 1404. 22 See Volkswagen, 545 F.3d at
315.
B.

Public and Private Interest Factors

When considering a motion to transfer, the initial question is whether the
action “might have been brought” in the alternative venue. Id. at 312. Here, it is
clear that litigation about this dispute could have been initiated in the District of
Connecticut. ERISA’s venue provision states that an action may be brought “in the
district where the plan is administered, where the breach took place, or where a
defendant resides or may be found . . .” 29 U.S.C. § 1132(e)(2). Because Aetna is
a Connecticut corporation with its principal place of business in Connecticut, this
case could have been brought there. 23
“If the action could have been brought in the alternate venue, the court must
then weigh a series of non-exhaustive private and public interest factors, none of
which is given dispositive weight.” LeBlanc v. C.R. Eng., Inc., 961 F. Supp. 2d 819,

22

It appears from the record that Aetna used a form contract to define the parties’
relationship, at least for the bulk of the contract terms. The Court has concluded the
sentence in issue is not ambiguous under the applicable canon of construction and
the clause does not apply to disputes governed by federal law. The Court
accordingly does not reach Group 1’s argument that the doctrine of contra
proferentem should be applied and any ambiguity in the ASA be construed against
Aetna.

23

Complaint ¶ 7.
10

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830 (N.D. Tex. 2013) (citing Volkswagen, 545 F.3d at 315). The private interest
factors are “(1) the relative ease of access to sources of proof; (2) the availability of
compulsory process to secure the attendance of witnesses; (3) the cost of attendance
for willing witnesses; and (4) all other practical problems that make trial of a case
easy, expeditious and inexpensive.” In re Volkswagen, 545 F.3d at 315 (internal
quotation marks and citation omitted). The public interest factors are “(1) the
administrative difficulties flowing from court congestion; (2) the local interest in
having localized interests decided at home; (3) the familiarity of the forum with the
law that will govern the case; and (4) the avoidance of unnecessary problems of
conflict of laws [or in] the application of foreign law.” Id. (internal quotation marks
and citation omitted) (alteration in original).
A plaintiff’s choice of forum is important, “but in and of itself is neither
conclusive or determinative.” In re Horseshoe Entm’t, 337 F.3d 429, 433 (5th Cir.
2004). However, “the plaintiff’s choice should be respected” unless the proposed
transferee venue is “clearly more convenient” than the plaintiff’s chosen venue.
Volkswagen, 545 F.3d at 315. The party seeking transfer bears a “significant
burden” to show transfer is appropriate. Id. at 314 n.10. Whether to order transfer
is ultimately within a district court’s “broad discretion.” Id. at 311.

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1.

Private Factors

Aetna has not met its burden to establish that the private interest factors weigh
in favor of transfer to Connecticut.
a.

Relative Ease of Access to Sources of Proof

Group 1’s ERISA claim is a broad challenge to Aetna’s company-wide claim
payment systems, policies, and procedures. Aetna argues that resolution of this
dispute will largely depend on facts about Aetna’s claims payment systems adduced
from Aetna’s witnesses and documents. However, Aetna has not identified a single
witness that would need to travel from Connecticut to Texas for trial. Undoubtedly,
documents will be produced electronically and, once produced, will be equally
available to both parties. Group 1 will also need to provide witnesses and documents
at trial. Group 1 is based in Houston and has offices in 15 states, but not Connecticut.
Group 1 claims it directs the ERISA plan in issue from its headquarters in Houston.
Aetna has not shown that this factor weighs in favor of transfer to Connecticut.
b.

Availability of Compulsory Process to Secure Witness
Attendance

Witnesses pertinent to this case are likely located in Texas, Connecticut, and
elsewhere. Aetna has not identified any witnesses for which compulsory service of
process would be available in Connecticut but not in Texas. Aetna has not shown
that this factor weighs in favor of transfer to Connecticut.

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c.

Cost of Attendance for Willing Witnesses

Aetna argues that witnesses with relevant knowledge of its claims processing
policies and procedures will very likely come from Aetna’s headquarters in
Connecticut. In response, Group 1 argues that its fact witnesses will almost certainly
come from its headquarters in Houston. Aetna has not established that it will need
to present substantially more witnesses than Group 1 such that transfer to
Connecticut would reduce the total cost of trial.

Transferring this case to

Connecticut would only shift costs from Aetna to Group 1. Aetna has not shown
that this factor weighs in favor of transfer to Connecticut.
d.

Other Practical Problems Making Trial Easy,
Expeditious and Inexpensive

Aetna argues that transferring this case to Connecticut would allow it to be
consolidated with Aetna’s petition for confirmation of the arbitral award currently
pending in that District. In response, Group 1 points out that Aetna’s petition for
confirmation of the arbitral award is a perfunctory, summary proceeding unrelated
to the ERISA claim asserted here. The Court agrees. Because Group 1 has
committed it does not intend to challenge the arbitration award, the confirmation of
the award is a “straightforward proceeding[] in which no other claims are to be
adjudicated.”

Lummus Global Amazonas v. Aguaytia Energy Del Peru, 256

F. Supp. 2d 594, 635 (S.D. Tex. 2002) (quoting Katz v. Feinberg, 167 F. Supp. 2d
556, 572 (S.D.N.Y. 2001)); see also Florasynth, Inc. v. Pickholz, 750 F.2d 171, 176
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(2d Cir. 1984) (“[T]he confirmation of an arbitration award is a summary proceeding
that merely makes what is already a final arbitration award a judgment of the
court.”). Aetna has not shown that this factor weighs in favor of transfer to
Connecticut.
2.

Public Factors

Aetna has not met its burden to establish that the public interest factors weigh
in favor of transfer to Connecticut.
a.

Administrative Difficulties Flowing from Court
Congestion

Aetna argues that transfer to the District of Connecticut would promote
judicial efficiency because the Southern District of Texas handles more cases per
year than the District of Connecticut. However, the mere fact that the Southern
District of Texas handles more cases per year than the District of Connecticut does
not establish that this Court is experiencing congestion that prevents it from having
the capacity to adjudicate this lawsuit in a timely and efficient manner. Group 1 has
presented evidence that the average time from filing to trial of civil cases was a few
months shorter in the Southern District of Texas than in the District of Connecticut.
This evidence, to which Aetna does not directly respond, weighs against transfer.
Aetna has not shown that this factor weighs in favor of transfer.

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b.

Local Interest in Having Localized Interests Decided at
Home

Aetna argues that there is no localized interest in the dispute because
Group 1’s ERISA claim is a broad challenge to Aetna’s claims processing policies
and practices. In response, Group 1 argues that because it is headquartered in
Houston, Aetna’s alleged breaches of fiduciary duty had a disproportionate impact
in this District. Group 1 argues that many of the payments at issue in this case were
made to medical providers in this district on behalf of insureds residing in this
district. Aetna has not presented any controverting evidence on the degree to which
the payments at issue in this case relate to plan members or providers outside of this
District. Aetna has not shown that this factor weighs in favor of transfer.
c.

Familiarity of the Forum with the Law Governing the
Case

This dispute depends on the interpretation and application of ERISA, and not
the law of Connecticut or any other state. This Court is as well-positioned as any
other federal court to interpret and apply ERISA. Aetna has not shown that this
factor weighs in favor of transfer.
d.

Avoidance of Unnecessary Problems with Conflict of
Laws

The sole cause of action is for breach of fiduciary duty under ERISA. Aetna
does not argue that this case poses any conflict-of-law issues, and therefore has not
shown that this factor weighs in favor of transfer.
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The Court concludes that the private and public interest factors do not favor
transfer. Aetna has not met its heavy burden to show that Connecticut is “clearly
more convenient” for litigation of the ERISA claim in issue than the Southern
District of Texas. Volkswagen, 545 F.3d at 314.
IV.

CONCLUSION
The forum selection clause in the ASA does not apply to disputes governed

by federal law. Since Group 1’s claim arises under ERISA, it is not subject to the
forum selection clause. The private and public interest factors do not weigh in favor
of transferring this case to the District of Connecticut. It is Therefore
ORDERED that Aetna’s Motion to Transfer Venue under 28 U.S.C.
§ 1404(a) is DENIED.
SIGNED at Houston, Texas, this 15th day of July, 2020.
___

NAN Y F. ATLAS
SENIOR UNI
STATES DISTRICT JUDGE

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