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Spinedex Physical Therapy USA Inc. v. United Healthcare of Arizona, Inc.

United States Court of Appeals, Ninth Circuit

November 5, 2014

SPINEDEX PHYSICAL THERAPY USA INCORPORATED; CLAUDE ARAGON; JACK ADAMS; THE ARIZONA CHIROPRACTIC SOCIETY, Plaintiffs-Appellants,
v.
UNITED HEALTHCARE OF ARIZONA, INC.; UNITED HEALTHCARE, INC.; UNITED HEALTHCARE INSURANCE COMPANY; UNITED HEALTHCARE SERVICES, INC.; INGENIX, INC.; UNITED HEALTH GROUP, INC.; DEFENDANTS 5 & DINER FRANCHISE CORPORATION GROUP HEALTH PLAN; ABBOTT LABORATORIES GROUP HEALTH PLAN; ACOUSTIC TECHNOLOGIES, INC. GROUP HEALTH PLAN; ADOBE DRYWALL, INC. GROUP HEALTH PLAN; ADP TOTALSOURCE, INC. GROUP HEALTH PLAN; AFFILIATED CARDIOLOGISTS OF ARIZONA, P.C. GROUP HEALTH PLAN; ART IN METAL U.S.A. GROUP HEALTH PLAN; CAR-GRAPH, INC. GROUP HEALTH PLAN; CITIGROUP, INC. GROUP HEALTH PLAN; DISCOUNT TIRE CO., INC. GROUP HEALTH PLAN; DOWNTOWN TEMPE COMMUNITY, INC. GROUP HEALTH PLAN; FAXWATCH, INC. GROUP HEALTH PLAN; GENERAL MOTORS CORPORATION GROUP HEALTH PLAN; GENUINE PARTS COMPANY GROUP HEALTH PLAN; HOME DEPOT USA, INC. MEDICAL AND DENTAL PLAN; INSIGHT ENTERPRISES, INC. GROUP HEALTH PLAN; ITC MANUFACTURING AND POWDER COATING GROUP HEALTH PLAN; THE MARTZ AGENCY GROUP HEALTH PLAN; METLIFE SECURITIES, INC. GROUP HEALTH PLAN; OLDCASTLE GLASS, INC. GROUP HEALTH PLAN; PINNACLE ENGINEERING, INC. GROUP HEALTH PLAN; PFIZER, INC. GROUP HEALTH PLAN; THE PROCTER & GAMBLE COMPANY GROUP; QUALEX INC. GROUP HEALTH PLAN; QWEST COMMUNICATIONS INTERNATIONAL INC. GROUP HEALTH PLAN, (United Group No. 0197313); QWEST COMMUNICATIONS INTERNATIONAL INC. GROUP HEALTH PLAN, (United Group No. 0229050); REVLON CONSUMER PRODUCTS CORPORATION GROUP HEALTH PLAN; RICHARD A. BIETZ, D.D.S., P.C. GROUP HEALTH PLAN; SHAMROCK FOODS COMPANY GROUP HEALTH PLAN; SHASTA INDUSTRIES, INC. GROUP HEALTH PLAN; SUMCO USA CORPORATION GROUP HEALTH PLAN; TEMCON CONCRETE CONSTRUCTION COMPANY GROUP HEALTH PLAN; URS CORPORATION GROUP HEALTH PLAN; WATSON WILLIAMS FREIGHT AGENCY, INC. GROUP HEALTH PLAN; WELLS FARGO & COMPANY GROUP HEALTH PLAN; AMERICA WEST HOLDINGS CORPORATION GROUP HEALTH PLAN; AMERICAN EXPRESS COMPANY GROUP HEALTH PLAN; AT& T CORPORATION GROUP HEALTH PLAN; DELTA AIRLINES, INC. GROUP HEALTH PLAN; HASBRO, INC. GROUP HEALTH PLAN; HONEYWELL INTERNATIONAL, INC., GROUP HEALTH PLAN; INTERNATIONAL BUSINESS MACHINE CORPORATION GROUP HEALTH PLAN; IRIDIUM SATELLITE, LLC GROUP HEALTH PLAN; LUCENT TECHNOLOGIES INC. GROUP HEALTH PLAN; SOUTHWEST AIRLINES COMPANY GROUP HEALTH PLAN, Defendants-Appellees

Argued and Submitted April 7, 2014, San Francisco, California

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Appeal from the United States District Court for the District of Arizona. D.C. No. 2:08-cv-00457-ROS. Roslyn O. Silver, Senior District Judge, Presiding.

SUMMARY[*]

ERISA

The panel reversed in part, affirmed in part, and vacated in part the district court's summary judgment in a healthcare provider's action, as assignee and would-be assignee of health plan beneficiaries, seeking payment of denied benefit claims under the Employee Retirement Income Security Act.

The panel held that the healthcare provider, Spinedex Physical Therapy USA, Inc., had Article III standing as assignee of plan beneficiaries to bring claims for payment of benefits against defendant health plans and their claims administrator and insurer. The panel held that Spinedex was not assigned the right to bring claims for breach of fiduciary duty. The panel held that plaintiff Arizona Chiropractic Society, a non-profit association of chiropractors, lacked associational standing to bring suit against the claims administrator.

The panel held that an individual plan beneficiary's claim for breach of fiduciary duty was time-barred. The panel held that Spinedex's claims as assignee of beneficiaries under the Martz Agency Plan and the Acoustic Technologies Plan were not time-barred.

The panel held that the anti-assignment provision of the Discount Tire Plan precluded assignment by Plan beneficiaries to Spinedex.

The panel vacated in part and reversed in part the district court's holdings that another individual beneficiary's claim for breach of fiduciary duty was not exhausted, that the claims administrator was not a proper defendant for benefit claims under the American Express Plan, and that some of the claims assigned to Spinedex were not administratively exhausted. The panel remanded the case to the district court.

Joseph Creitz (argued), Joseph A. Creitz Law Offices, San Francisco, California; Joseph A. Garofolo, Garofolo Law Group, P.C., San Francisco, California, for Plaintiffs-Appellants.

Nicholas James Pappas (argued) and Jared R. Friedmann, Reed Lawrence Collins, Weil Gotshal & Manges LLP, New York, New York; John Clifton West, Brownstein Hyatt Farber Schreck, LLP, Phoenix, Arizona, for Defendants-Appellees.

Marcia Elizabeth Bove (argued), United States Department of Labor, Washington, D.C., for Amicus Curiae Secretary of Labor.

Before: Barry G. Silverman, William A. Fletcher, and Jay S. Bybee, Circuit Judges.

OPINION

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W. FLETCHER, Circuit Judge.

Defendant United Healthcare (" United" ) is the claims administrator for as many as forty-four defendant health plans (the " Plans" ; collectively with United, " Defendants" ). For most but not all of the Plans, United insures plan benefits. All of the Plans are governed by the Employee Retirement Income Security Act of 1974 (" ERISA" ).

As assignee and would-be assignee of Plan beneficiaries, health care provider Spinedex filed suit against United and the Plans seeking payment of denied benefit claims. The Arizona Chiropractic Society (" ACS" ), as well as individual Plan beneficiaries Jack Adams and Claude Aragon, joined the suit as plaintiffs in an amended complaint. The amended complaint alleged improper denials of benefits as well as breaches of fiduciary duty.

The district court granted summary judgment to all defendants, holding, inter alia, that Spinedex lacked Article III standing to bring claims as an assignee. We reverse in part, affirm in part, vacate in part, and remand. We hold that Spinedex had Article III standing as assignee of Plan beneficiaries to bring claims for payment of benefits. We hold, further, (1) that Spinedex was not assigned the right to bring claims for breach of fiduciary duty; (2) that ACS does not have associational standing to bring suit against United; (3) that Adams' claim for breach of fiduciary duty is time-barred; (4) that Spindex's claims as assignee of beneficiaries under the Martz Agency Plan and the Acoustic Technologies Plan are not time-barred; and (5) that the anti-assignment provision of the Discount Tire Plan precluded assignment by Plan beneficiaries to Spinedex. Finally, we vacate or reverse, and remand for further proceedings, the district court's holdings that Aragon's claim for breach of fiduciary duty was not exhausted, that United is not a proper defendant for benefit claims under the American Express Plan, and that some of the claims assigned to Spinedex were not administratively exhausted.

I. Background

United serves as claims administrator for Plans named as defendants in this suit. United's role includes processing claims for benefits, interpreting and applying plan provisions, reviewing appeals, and issuing payments in accordance with the terms of the Plans. For most but not all of the Plans, United insures the benefits.

During the period relevant to this suit, Spinedex was a physical therapy clinic whose patients included Plan beneficiaries. Spinedex's patients signed several documents in connection with their treatment: a new patient form (the " Enrollment Form" ); a form consenting to Spinedex's billing policies (the " Financial Policy" ); an assignment of benefits form (the " Assignment" ); and an " Authorization of Representation" form (the " Authorization" ). The Enrollment Form allowed patients to provide their contact information and medical history. It also included a statement in which patients acknowledged that they were liable for all costs of the services rendered. The Financial Policy disclosed Spinedex's fees and practices relating to insurance coverage and the submission of claims. It provided that patients would be responsible for any treatment costs not covered by their health insurance plan. The Assignment assigned to Spinedex its patients' " rights and benefits" under their respective Plans. The Authorization stated that Spinedex was authorized to represent patients in administrative or civil proceedings that might be necessary to

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pursue payment of benefits under their health insurance plans.

The Plans paid benefits differently depending on whether or not a health care provider was part of United's network. For health care services rendered by network providers, the Plans made payments directly to those providers. For health care services not rendered by network providers, Plan beneficiaries were required to seek payment from their respective Plans. A typical Plan provision states, " When you receive Covered Health Services from a non-Network provider, you are responsible for requesting payment from us." Almost all of the Plans allowed written assignment of claims for services rendered by non-network providers, without requiring the consent of the Plans for such assignment. A typical Plan provision states, " If a Subscriber [i.e., a Plan beneficiary] provides written authorization to allow this, all or a portion of any Eligible Expenses due to a provider may be paid directly to the provider instead of being paid to the Subscriber."

After treating patients covered by defendant Plans, Spinedex submitted claims to United. United paid some claims, but denied others in whole or in part. Although Spinedex's Enrollment Form and Financial Policy both stated that patients were responsible to Spinedex for unpaid balances, Spinedex did not seek payment from its patients.

In March 2008, Spinedex filed a complaint under 29 U.S.C. § 1132(a), seeking payment of the denied claims. In July 2008, plaintiffs, including Spinedex, ACS, Adams, and Aragon, filed a Second Amended Complaint. The complaint alleged, inter alia, improper denials of benefits by United and the Plans, and breaches of fiduciary duty by United.

The district court granted summary judgment to Defendants. This appeal followed.

II. Standard of Review

We review de novo a district court's grant of summary judgment. In re Syncor ERISA Litig., 516 F.3d 1095, 1100 (9th Cir. 2008). We review de novo a district court's Article III standing determination. L.A. Haven Hospice, Inc. v. Sebelius, 638 F.3d 644, 654 (9th Cir. 2011). We review de novo a dismissal on statute of limitations grounds. Donoghue v. Orange Cnty., 848 F.2d 926, 929 (9th Cir. 1987). " Because the potential applicability vel non of exhaustion principles is a question of law, we consider it de novo." Diaz v. United Agric. Emp. Welfare Benefit Plan & Trust, 50 F.3d 1478, 1483 (9th Cir. 1995).

III. Discussion

A. Spindex's Standing to Bring Claims for Payment of Benefits

The district court held that Spinedex, as an assignee of its patients' claims for payment of benefits, does not have Article III standing to bring those claims. We disagree.

" ERISA provides for a federal cause of action for civil claims aimed at enforcing the provisions of an ERISA plan." Reynolds Metals Co. v. Ellis, 202 F.3d 1246, 1247 (9th Cir. 2000) (citing 29 U.S.C. § 1132(e)(1)). To have standing to state a claim under ERISA, " a plaintiff must fall within one of ERISA's nine specific civil enforcement provisions, each of which details who may bring suit and what remedies are available." Id. (citing 29 U.S.C. § § 1132(a)(1)-(9)). ERISA's civil enforcement provision, 29 U.S.C. § 1132(a), ...


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