United States District Court, N.D. Georgia, Atlanta Division
RICHARD W. STORY, District Judge.
This case comes before the Court on Defendants' Motion to Dismiss the Plaintiffs' Complaint and to Strike Jury Demand ("Defs.' Mot. to Dismiss, " Dkt. ) and Plaintiffs' Request for an Oral Hearing on Defendants' Motion to Dismiss (Dkt. ). After reviewing the record, the Court enters the following Order.
Plaintiffs Anesthesia Healthcare Partners, Inc.; AHP of Central Georgia, P.C.; AHP of Central Florida ASC, Inc.; Anesthesia Healthcare Partners of Florida, Inc.; AHP of Altamonte Springs, LLC; AHP of Orlando, LLC; AHP of Kissimee, LLC; AHP of South Broward LLC; AHP of East Tennessee, PLLC; AHP Associates of Texas, P.A.; Anesthesia Healthcare Partners of Connecticut, LLC; AHP of Northwestern Louisiana LLC; and AHP of Western Lousiana, LLC, (collectively, "Plaintiffs") secure and oversee anesthesia services for healthcare facilities and their patients. (Compl., Ex. B to Notice of Removal ("Compl."), Dkt. [1-3] ¶¶ 23-24.) Plaintiffs enter into contracts with both healthcare facilities and anesthesiologists and nurse anesthetists. (Id. ¶¶ 24-26.) Under these contracts, Plaintiffs are assigned all rights to collect fees for professional services rendered by the anesthesiologists and nurse anesthetists. (Id.) Accordingly, Plaintiffs "stand in the shoes of the providers." (Id. ¶ 26.)
Defendants CIGNA Corporation, Connecticut General Life Insurance Company, and CIGNA Health Corporation (collectively, "CIGNA") "issues private health insurance policies and administers employee health insurance plans." (Id. ¶ 28.) CIGNA does not provide medical care itself, but reimburses medical care providers for services provided to CIGNA's members. (Id. ¶ 29.) Plaintiffs at all times relevant to this case were "out-of-network providers" for CIGNA, meaning that Plaintiffs had no express contract with CIGNA that would limit reimbursement rates for medical care to CIGNA's members. (Id. ¶ 32-33.) Plaintiffs provided "medically necessary" anesthesia to CIGNA members in connection with various procedures and surgeries. (Id. ¶¶ 34-35.)
Plaintiffs, either directly or through a third-party billing agency, submit health insurance claim forms to CIGNA for reimbursement for anesthesia services provided to CIGNA members. (Id. ¶ 37.) CIGNA processes these claims and subsequently issues a payment and an Explanation of Benefits ("EOB") to Plaintiffs. (Id. ¶ 38.) Plaintiffs allege that CIGNA initially reimbursed Plaintiffs' claims at a rate of 77 to 80 percent of the billed charges, but "[s]tarting in 2009, CIGNA began wrongfully underpaying or denying payment" on Plaintiffs' submitted claims. (Id. ¶¶ 39, 41.) Plaintiffs further allege that, between 2009 and 2012, CIGNA "knowingly underpaid Plaintiffs by approximately $17 million." (Id. ¶¶ 42-43.) Plaintiffs "successfully appealed many individual claims" where CIGNA had initially limited payment. (Id. ¶ 47.) Plaintiffs claim that they relied on CIGNA's practice of fully reimbursing Plaintiff's claims and argue that they are not required to individually pursue each of thousands of allegedly underpaid claims. (Id. ¶¶ 48-49.) Plaintiffs further claim that they conferred benefits on CIGNA by providing anesthesia services to CIGNA members. (Id. ¶¶ 50-52.)
Accordingly, Plaintiffs initiated this action in the Superior Court of Fulton County on February 14, 2014, naming causes of action for Quantum Meruit (Count I), Unjust Enrichment (Count II), and Attorneys' Fees and Litigation Expenses (Count III). (Compl., Dkt. [1-3] ¶¶ 53-70.) CIGNA removed the action to this Court on March 17, 2014, pursuant to 28 U.S.C. § 1441 and 1446 and on the basis of federal question jurisdiction under 28 U.S.C. § 1331. (Notice of Removal, Dkt. .) Defendants claim that jurisdiction lies with this Court because Plaintiff's claims arise in connection with health benefits plans governed by the Employee Retirement Income Security Act of 1974 ("ERISA"), and thus are completely preempted by 29 U.S.C. § 1132(e)(1).
Now, Defendants move to dismiss this action on three grounds: (1) Plaintiffs' claims are barred by ERISA because Plaintiffs did not exhaust their available remedies, (2) Plaintiffs' state law claims are expressly preempted by ERISA, and (3) Plaintiffs fail to state a claim upon which relief may be granted. (Defs.' Mot. to Dismiss the Pls.' Compl. & to Strike Jury Demand, Dkt.  ¶¶ 3-5.) Defendants also move to strike Plaintiffs' demand for a jury trial on grounds that claims for benefits under ERISA are equitable in nature, and accordingly do not entitle Plaintiffs to a jury trial under the Seventh Amendment. (Defs.'Mem. of Law in Supp. of Defs.' Mot. to Dismiss, Dkt. [8-1] at 22.) Plaintiffs respond in opposition, arguing that their claims are not subject to ERISA preemption and that Plaintiffs benefited CIGNA such to give rise to state law claims for unjust enrichment and quantum meruit. (Pls.' Resp. in Opp'n to Defs.' Mot. to Dismiss, Dkt. .) The Court now considers the parties' arguments.
I. Legal Standard
Federal Rule of Civil Procedure 8(a)(2) requires that a pleading contain a "short and plain statement of the claim showing that the pleader is entitled to relief." While this pleading standard does not require "detailed factual allegations, " "labels and conclusions" or "a formulaic recitation of the elements of a cause of action will not do." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). In order to withstand a motion to dismiss, "a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.'" Id . (quoting Twombly, 550 U.S. at 570). A complaint is plausible on its face when the plaintiff pleads factual content necessary for the court to draw the reasonable inference that the defendant is liable for the conduct alleged. Id.
At the motion to dismiss stage, "all-well pleaded facts are accepted as true, and the reasonable inferences therefrom are construed in the light most favorable to the plaintiff." Bryant v. Avado Brands, Inc., 187 F.3d 1271, 1273 n.1 (11th Cir. 1999). However, the same does not apply to legal conclusions set forth in the complaint. Sinaltrainal v. Coca-Cola Co., 578 F.3d 1252, 1260 (11th Cir. 2009) (citing Iqbal, 556 U.S. at 678). "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Iqbal, 556 U.S. at 678. Furthermore, the court does not "accept as true a legal conclusion couched as a factual allegation." Twombly, 550 U.S. at 555.
"The district court generally must convert a motion to dismiss into a motion for summary judgment if it considers materials outside the complaint." D.L. Day v. Taylor, 400 F.3d 1272, 1275-76 (11th Cir. 2005); see also FED. R. CIV. P. 12(d). However, documents attached to a complaint are considered part of the complaint. FED. R. CIV. P. 10(c). Documents "need not be physically attached to a pleading to be incorporated by reference into it; if the document's contents are alleged in a complaint and no party questions those contents, [the court] may consider such a document, " provided it is central to the plaintiff's claim. D.L. Day, 400 F.3d at 1276. At the motion to dismiss phase, the Court may also consider "a document attached to a motion to dismiss... if the attached document is (1) ...