INNOVA HOSPITAL SAN ANTONIO, LIMITED PARTNERSHIP, Plaintiff - Appellant,
BLUE CROSS AND BLUE SHIELD OF GEORGIA, INCORPORATED, doing business as Anthem Blue Cross and Blue Shield of Georgia; HEALTH CARE SERVICE CORPORATION, a Mutual Legal Reserve Company; BLUE CROSS AND BLUE SHIELD OF ALABAMA; CAREFIRST OF MARYLAND, INCORPORATED, formerly known as Blue Cross and Blue Shield of Maryland, Incorporated; COMMUNITY INSURANCE COMPANY; HIGHMARK, INCORPORATED, doing business as HighMark Blue Cross Blue Shield of Pennsylvania; PREMERA BLUE CROSS; BCBSM, INCORPORATED, doing business as Blue Cross Blue Shield of Minnesota; BLUE CROSS AND BLUE SHIELD OF MICHIGAN; WELLMARK, INCORPORATED, doing business as Blue Cross and Blue Shield of Iowa; BLUE CROSS; BLUE SHIELD OF MISSISSIPPI, a Mutual Insurance Company; ANTHEM HEALTH PLANS OF VIRGINIA, INCORPORATED, doing business as Anthem Blue Cross and Blue Shield of Virginia; LOUISIANA HEALTH SERVICE; INDEMNITY COMPANY, doing business as Blue Cross Blue Shield of Louisiana; BLUECROSS BLUESHIELD OF TENNESSEE, INCORPORATED; USABLE MUTUAL INSURANCE COMPANY, doing business as Arkansas Blue Cross and Blue Shield; BLUE CROSS OF CALIFORNIA, Defendants - Appellees.
from the United States District Court for the Northern
District of Texas
WIENER, ELROD, and SOUTHWICK, Circuit Judges.
JENNIFER WALKER ELROD, CIRCUIT JUDGE
hospital in San Antonio brought various claims against
insurance companies and third-party plan administrators for
violations of ERISA. The district court dismissed all of the
hospital's claims except for the claim for attorneys'
fees. Because we hold that the hospital sufficiently pleaded
its claims for ERISA plan benefits and state-law breach of
contract (Claims I and V), we REVERSE the district
court's judgment dismissing these claims and REMAND to
the district court to consider these two claims, as well as
the claim for attorneys' fees (Claim VIII). We AFFIRM the
district court's judgment dismissing the hospital's
ERISA claims under 29 U.S.C. § 1132(a)(3) (Claims II,
III, and VII). We also AFFIRM the district court's
judgment denying leave to amend the complaint out of time.
2012, Innova Hospital San Antonio (hereafter, the Hospital)
sued multiple insurance companies and third-party plan
administrators (hereafter, the Insurers) in Texas state
court. The Hospital brought the lawsuit as an assignee of the
insurance benefits of the patients treated at its facility.
The Hospital's original complaint alleged that the
Insurers either failed to pay at all under various
health-insurance plans or reduced the payment significantly.
One of the Insurers timely removed the case to federal court
on the basis of diversity jurisdiction and federal question
jurisdiction under the Employee Retirement Income Security
Act of 1974 (hereafter, ERISA).
one of the Insurers filed a motion to dismiss under Federal
Rule of Civil Procedure 12(b)(6) for failure to state a claim
upon which relief can be granted, the Hospital filed an
amended complaint. In the amended complaint, the Hospital
alleged, among other things, that: (1) it provided medical
services to patients covered by benefit plans either entered
into or administered by the Insurers; (2) those patients
assigned their right of payment of monies under their benefit
plans to the Hospital; and (3) the Insurers either failed to
reimburse the Hospital for covered claims or reimbursed the
Hospital at significantly below the applicable rates.
However, the amended complaint did not identify specific
plans or specific plan language applicable to each claim. In
response, the Insurers moved to dismiss for failure to state
a claim, arguing that the Hospital needed to identify the
provisions in specific plan documents that the Insurers
to and during this time, the Hospital attempted-without
success-to obtain the plan documents at issue from the
Insurers. Two years before filing the lawsuit, the Hospital
had sought to obtain relevant plan provisions from some of
the Insurers. In 2012, after filing the lawsuit, the Hospital
sent the Insurers requests for production seeking plan
documents. Most of the Insurers objected to these requests
and refused to produce the plan documents. The Insurers'
reasons for objecting included arguments that: (1) current
motions to dismiss for failure to state a claim were pending
before the district court; (2) at least some of the documents
were equally accessible to the Hospital; (3) the requests for
production sought private information protected by HIPPA; (4)
the requests were unduly burdensome; and (5) the requests
sought information beyond what ERISA requires to be
disclosed. A few Insurers provided plan documents, but
apparently only after the case was administratively closed in
early 2013. In late 2013, after the parties were
unable to reach a settlement, the case was reopened. The
Hospital then sent renewed discovery requests seeking the
plan documents at issue. Apparently before the Hospital
received any such documents, the district court granted
motions to dismiss and gave the Hospital about a month to
amend its first amended complaint.
response to the Hospital's discovery requests for plan
documents, some of the Insurers argued that, pursuant to the
order dismissing the first amended complaint, the Hospital
had no pending claims and therefore the Insurers were not
required to respond to its discovery requests. These Insurers
gave no legal reason for their refusal to produce plan
documents except the dismissal order. The Hospital did not
file a motion to compel or seek to obtain plan documents from
patients. Instead, having been unable to obtain plan
documents from the Insurers, the Hospital sent an attorney to
the Department of Labor in an attempt to obtain the relevant
documents. This effort proved unsuccessful. The
Hospital's last effort was Internet research. This
yielded two plans, which the Hospital alleged contained
representative plan language. The Hospital incorporated this
language into a second amended complaint.
Hospital filed its second amended complaint against sixteen
of the insurance companies and third-party plan
administrators. The complaint alleged claims relating to
medical services provided in 863 separate instances to
individual patients with benefit plans governed by either
ERISA plans or non-ERISA contracts. The complaint alleged
over $58 million in damages.
other things, the second amended complaint alleged that: (1)
the Hospital provided health care services to patients
insured by the Insurers; (2) the Hospital is an
out-of-network provider for the purposes of the claims here;
(3)the Hospital verified coverage with the Insurers before
providing services; (4)the Hospital received a valid
assignment of benefits; (5) the Hospital timely submitted
claims to the Insurers for payment; (6) the Insurers
uniformly failed to pay the claims according to the terms of
the employee welfare benefit plan documents or individual
insurance policies; (7) many of the same coverage and payment
provisions are used across different health plans; (8) the
Insurers must pay out-of-network providers some version of
the "reasonable and customary" amount or the
"usual, customary, and reasonable" amount; (9)
representative plan terms require reimbursement of
out-of-network providers at 80% of "reasonable and
customary" expenses after the deductible; and (10) the
Insurers reimbursed the Hospital at an average rate of 11%.
Like the two prior complaints, the second amended complaint
did not include the actual plan language from any ERISA plan
or non-ERISA contract at issue.
Insurers again moved to dismiss for failure to state a claim,
arguing that the second amended complaint failed the
plausibility pleading standard because the terms of the
various benefit plans were essential allegations not included
in the complaint. A month after the amended pleading deadline
for filing the second amended complaint, a few of the
Insurers attached some plans and portions of plans to their
renewed motions to dismiss.
district court granted the motions to dismiss on the
Hospital's claims for plan benefits under ERISA and
breach of contract, reasoning that the Hospital's second
amended complaint was insufficient because it did not
identify the specific plan provisions at issue. In all, the
district court granted the Insurers' motions to dismiss
on five of the eight claims but denied the motions to dismiss
on Claim IV (failure to provide information upon request),
Claim VI (negligent misrepresentation), and Claim VIII
Hospital filed a motion for leave to amend out of time,
attaching to the motion a proposed third amended complaint
that-now that more Insurers had produced plan documents
post-dismissal-incorporated applicable plan language and
spanned 390 pages, excluding attachments. The district court
denied this request. The Hospital filed voluntary motions to
dismiss the two claims and the part of the
attorneys'-fees claim relating to Claim IV that had
survived the earlier dismissal order. The district court
granted this request. The Hospital then timely
appealed. At issue in this appeal are the following
claims: Claim I: plan benefits under 29 U.S.C. §
1132(a)(1)(B); Claim II: failure to provide full and fair
review under § 1132(a)(3); Claim III: violations of
claims procedure under § 1132(a)(3); Claim V: state-law
breach of contract; Claim VII: breach of fiduciary duty under
§ 1132(a)(3); and Claim VIII: attorneys'
review a dismissal for failure to state a claim de
novo and a denial of leave to amend a complaint for
abuse of discretion. Herrmann Holdings Ltd. v. Lucent
Techs. Inc., 302 F.3d 552, 557-58 (5th Cir. 2002). Under
Federal Rule of Civil Procedure 8, a plaintiff must simply
give "a short and plain statement of the claim showing
that the pleader is entitled to relief." Fed.R.Civ.P.
8(a)(2). On a motion to dismiss, we must "accept all
well-pleaded facts as true and view those facts in the light
most favorable to the plaintiff." Richardson v.
Axion Logistics, L.L.C., 780 F.3d 304, 306 (5th Cir.
2015) (quoting Bustos v. Martini Club, Inc., 599
F.3d 458, 461 (5th Cir. 2010)). "Generally, a court
ruling on a 12(b)(6) motion may rely on the complaint, its
proper attachments, 'documents incorporated into the
complaint by reference, and matters of which a court may take
judicial notice.'" Wolcott v. Sebelius, 635
F.3d 757, 763 (5th Cir. 2011) (quoting Dorsey v.
Portfolio Equities, Inc., 540 F.3d 333, 338 (5th Cir.
survive a motion to dismiss, a complaint must contain
sufficient factual matter which, when taken as true, states
"a claim to relief that is plausible on its face."
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
(2007); see also Ashcroft v. Iqbal, 556 U.S. 662,
678 (2009). "A claim has facial plausibility when the
plaintiff pleads factual content that allows the court to
draw the reasonable inference that the defendant is liable
for the misconduct alleged." Iqbal, 556 U.S. at
678. The facts alleged must "be enough to raise a right
to relief above the speculative level, " but the
complaint may survive a motion to dismiss even if recovery
seems "very remote and unlikely." Twombly,
550 U.S. at 555-56 (quoting Scheuer v. Rhodes, 416
U.S. 232, 236 (1974)). Thus, "the complaint must provide
more than conclusions, but it 'need not contain detailed
factual allegations.'" Turner v. Pleasant,
663 F.3d 770, 775 (5th Cir. 2011) (quoting Colony Ins.
Co. v. Peachtree Const., Ltd., 647 F.3d 248, 252 (5th
ERISA Plan Benefits Under 29 U.S.C. § 1132(a)(1)(B)
502(a)(1)(B) of ERISA provides: "A civil action may be
brought . . . by a participant or beneficiary . . . to
recover benefits due to him under the terms of his plan, to
enforce his rights under the terms of the plan, or to clarify
his rights to future benefits under the terms of the plan . .
. ." 29 U.S.C. § 1132(a)(1)(B); see also Aetna
Health Inc. v. Davila, 542 U.S. 200, 210 (2004) (stating
that under § 1132(a)(1)(B), "[i]f a participant or
beneficiary believes that benefits promised to him under the
terms of the plan are not provided, he can bring suit seeking
provision of those benefits").
Hospital contends that the district court erred in dismissing
its second amended complaint for failure to state a claim
under § 1132(a)(1)(B). First, the Hospital argues that
the district court's requirement that it plead specific
plan language to survive a Rule 12(b)(6) motion to dismiss
conflicts with the pleading requirements set forth in
Twombly and Iqbal. According to the
Hospital, the district court created a "heightened
pleading standard" by requiring the Hospital to plead
information that it did not have and could not access ...