                               IN THE
            ARIZONA COURT OF APPEALS
                            DIVISION ONE


   UNITED BEHAVIORAL HEALTH, a California corporation and its
      subsidiary PACIFICARE BEHAVIORAL HEALTH, INC.,
                       Plaintiffs/Appellants,

                                   v.

MARICOPA INTEGRATED HEALTH SYSTEM, an Arizona special taxing
                district, Defendant/Appellee.

                         No. 1 CA-CV 14-0027
                          1 CA-CV 14-0421
                           (Consolidated)
                           FILED 6-23-2015

          Appeal from the Superior Court in Maricopa County
                         No. CV2013-003331
               The Honorable Michael J. Herrod, Judge

    AFFIRMED IN PART; REVERSED IN PART; VACATED AND
                      REMANDED IN PART


                              COUNSEL

Brownstein Hyatt Farber Schreck LLP, Phoenix
By John C. West, Robert M. Kort and Chase A. Bales
Counsel for Plaintiffs/Appellants

Clark Hill PLC, Scottsdale
By Russell A. Kolsrud and Mark S. Sifferman
Counsel for Defendant/Appellee
                          UNITED, et al. v. MIHS
                           Opinion of the Court



                                 OPINION

Presiding Judge Andrew W. Gould delivered the opinion of the Court, in
which Judge Maurice Portley and Judge Jon W. Thompson joined.


G O U L D, Judge:

¶1            This appeal presents the question of whether two health care
providers, Aurora Behavioral Healthcare (“Aurora”) and Maricopa
Integrated Health System (“MIHS”) (collectively the “Providers”), may
compel arbitration of coverage claims arising under Medicare and ERISA
health care plans. The Providers seek to compel arbitration pursuant to an
arbitration clause in their agreement with United Behavioral Health
(“UBH”), the entity which administers the subject Medicare and ERISA
benefit plans. The arbitration clause is expressly governed by the Federal
Arbitration Act (“FAA”). See 9 U.S.C. § 1, et seq.1

¶2           UBH cannot be compelled to arbitrate the Providers’
Medicare coverage claims.       We conclude that Congress intended
Medicare’s administrative procedure to provide the exclusive remedy for
resolving Medicare coverage claims, and that this procedure overrides the
FAA’s presumption favoring arbitration.

¶3             However, because the record is not clear as to whether Aurora
has standing to assert its ERISA coverage claims, we do not address the
arbitrability of Aurora’s ERISA claims. We therefore vacate the trial court’s
order compelling arbitration of Aurora’s ERISA claims, and remand for
further proceedings consistent with this opinion.

                FACTS AND PROCEDURAL HISTORY

¶4              UBH administers various types of health insurance plans,
including Medicare and ERISA benefit plans. Aurora and MIHS are
facilities that provide mental-health and substance-abuse treatment. The
Providers each entered into a Facility Participation Agreement (“Facility
Agreement”) with UBH allowing them to participate in UBH networks that
provide mental-health and substance-abuse health care services. The


1      Absent material revisions after the relevant dates, statutes and rules
cited refer to the current version unless otherwise indicated.


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                           UNITED, et al. v. MIHS
                            Opinion of the Court

Facility Agreement contains an arbitration clause that states the parties will
“resolve any disputes about their business relationship,” and if they are
unable to do so, the dispute will be submitted to binding arbitration.

¶5             In these consolidated cases, members of Medicare and ERISA
plans administered by UBH received acute inpatient psychiatric care from
the Providers. MIHS provided care to members with Medicare benefit
plans; Aurora provided care to members with either Medicare or ERISA
benefit plans.

¶6             The Providers obtained pre-authorization from UBH for an
initial term of acute inpatient care for each member. When the Providers
sought authorization to extend care beyond the initially authorized period,
UBH denied coverage.

¶7            In its denial letters UBH stated that (1) coverage for services
was determined by the terms of each member’s benefit plan, and (2) in each
instance acute inpatient care was not covered because it was not medically
necessary. Despite receiving UBH’s letters denying coverage, the Providers
elected to continue providing acute inpatient care.

¶8             In order to obtain reimbursement for their services, the
Providers sought to arbitrate the disputed claims, but UBH refused. As a
result, the Providers filed actions in superior court to enforce the arbitration
clause in the Facility Agreement. In response, UBH filed motions to stay
arbitration on the grounds the claims were not arbitrable.

¶9            In MIHS’ case, the trial court denied UBH’s motion to stay
arbitration, concluding that MIHS’ claims were subject to the arbitration
clause in the Facility Agreement. In Aurora’s case, the trial court granted
UBH’s motion to stay arbitration, stating that Aurora’s claims were
“coverage disputes,” and therefore “must be decided by the terms of the
various Benefit Plans and pursuant to the exclusive Medicare grievance
procedures that apply to those claims.”

¶10          Both decisions were appealed separately; however, because
these appeals present identical factual and legal issues, we have
consolidated them on appeal.




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                            Opinion of the Court

                                DISCUSSION

I.     The FAA and the Arbitration Clause

¶11            The Providers contend that the language of the arbitration
clause in the Facility Agreement is extremely broad, requiring the parties to
arbitrate any disputes about their business relationship. As a result, the
Providers argue UBH is contractually bound to submit their claims to
binding arbitration.

¶12            The Facility Agreement provides that the question of
arbitrability is governed by the FAA. Under the FAA, “[d]eterminations
of arbitrability, like the interpretation of any contractual provision, are
subject to de novo review.” Simula, Inc. v. Autoliv, Inc., 175 F.3d 716, 719
(9th Cir. 1999); see AT&T Tech., Inc. v. Commc’ns Workers of Am., 475 U.S. 643,
648 (1986) (stating that arbitrability is, as a matter of contract, a question of
law for a court to decide).

¶13            The FAA “embodies a strong federal policy in favor of
arbitration.” CardioNet, Inc. v. Cigna Health Corp., 751 F.3d 165, 173 (3d Cir.
2014) (quoting Sweet Dreams Unltd., Inc. v. Dial-A-Mattress Int’l. Ltd., 1 F.3d
639, 641 (7th Cir. 1993)). “Congress, however, may override the [FAA’s]
presumption favoring arbitration agreements by a contrary provision in
another statute. The burden of demonstrating such congressional intent
rests with the party opposing arbitration.” Bird v. Shearson Lehman/Am.
Express, Inc., 926 F.2d 116, 119 (2d Cir. 1991) (citing Shearson/Am. Express,
Inc. v. McMahon, 482 U.S. 220, 226 (1987)). Congress’ intent “’will be
deducible from [the statute’s] text or legislative history,’ or from an inherent
conflict between arbitration and the statute’s underlying purposes.”
McMahon, 482 U.S. at 227.

¶14             In this case, the language of the arbitration clause is extremely
broad; it reaches beyond the Facility Agreement to encompass all aspects of
the parties’ business relationship. See Lakeland Anesthesia, Inc. v. United
Healthcare of La., Inc., 871 So. 2d 380, 392 (La. Ct. App. 2004) (stating that an
arbitration provision that covers “any disputes about their business
relationship” is not limited in scope to the agreement itself); Aztec Med.
Servs., Inc. v. Burger, 792 So. 2d 617, 623-24 (Fla. Dist. Ct. App. 2001) (same).

¶15          Based on the broad language of the arbitration clause and the
FAA’s presumption favoring arbitration, we conclude the Providers may
compel arbitration unless there is a contrary provision in Medicare or
ERISA expressing Congress’ intent that these claims are nonarbitrable.



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                            Opinion of the Court

II.    Medicare Statutory Scheme

¶16           In determining whether arbitration of the Providers’ claims
conflicts with the Medicare Act, we must examine the text and legislative
history of the Act. See McMahon, 482 U.S. at 227.

¶17           “Medicare is a federal health insurance program benefitting
individuals who are over 65, or have a disability, or are suffering from end-
stage renal disease.” Estate of Ethridge v. Recovery Mgmt. Sys., Inc., 235 Ariz.
30, 33, ¶ 7 (App. 2014); see 42 U.S.C. § 1395c. The Medicare program is
administered by the Centers for Medicare and Medicaid Services (“CMS”),
a division of the Department of Health and Human Services (“HHS”). 42
U.S.C. §§ 1395hh, -1395kk; Estate of Ethridge, 235 Ariz. at 33, ¶ 7. Medicare
provides two options for hospital and medical benefits: (1) Medicare Parts
A and B, or traditional Medicare, and (2) Medicare Part C, known as
Medicare Advantage. 42 U.S.C. § 1395w-21; Estate of Ethridge, 235 Ariz. at
34, ¶ 10.

       A.     Medicare Part C

¶18           Here, UBH administered Medicare Part C plans. Medicare
Part C provides Medicare beneficiaries with the option of contracting with
a private insurance company to obtain Medicare benefits. 42 U.S.C.
§§ 1395w-21, 1395w-27; Estate of Ethridge, 235 Ariz. at 34, ¶ 10. Under
Medicare Part C, CMS contracts with private insurers, or Medicare
Advantage Organizations (“MAOs”), to provide medical benefits for
Medicare beneficiaries; in return, the MAOs receive a fixed monthly
capitation payment for each Medicare beneficiary enrolled in their benefit
plan. 42 U.S.C. §§ 1395w-21, --23(a), --1395w-27, --1395w-28; Estate of
Ethridge, 235 Ariz. at 35, ¶ 16. MAOs then contract with health care
providers to furnish medical services. 42 U.S.C. § 1395w-23(a)(1)(A);
RenCare, Ltd. v. Humana Health Plan of Tex., Inc., 395 F.3d 555, 557-59 (5th
Cir. 2004); 42 C.F.R. § 422.2. Under an MAO’s contract with CMS, a
capitation fee is paid regardless of the value of services provided to the
beneficiary, and the MAO assumes full financial risk for providing
Medicare benefits to the beneficiary. 42 U.S.C. § 1395w-25(b); RenCare, 395
F.3d at 557-59.

¶19           Despite the differences in traditional Medicare and Medicare
Part C, the benefits under both options are Medicare benefits. 42 U.S.C §
1395w-21(a). Medicare Part C is a “federal program operated under
[f]ederal rules,” and thus, while Part C participants may elect to “opt out”
of traditional Medicare, they do not opt out of Medicare. H. R. Rep. No.



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                           Opinion of the Court

108-391, at 557 (2003); see Estate of Ethridge, 235 Ariz. at 33, ¶ 10. The
Medicare Trust fund subsidizes the benefits for both Part C and traditional
Medicare. 42 U.S.C. § 1395w-23(f); 42 C.F.R. § 422.322; see RenCare, 395 F.3d
at 558-59 (discussing traditional Medicare payments). Thus, Part C does
not offer beneficiaries private insurance or private insurance policies; the
MAOs are government contractors furnishing Medicare benefits. See, e.g.,
United States v. Lopez-Diaz, 940 F. Supp. 2d 39, 47 (D.P.R. 2013) (stating that
Medicare Part C benefits are not furnished by “‘privately owned insurance
companies, which pay from private funds and not from Medicare funds’”;
rather, a Part C plan “is a type of Medicare health plan offered by a private
company that contracts with Medicare to provide beneficiaries with
Medicare benefits.”); Pagarigan v. Superior Court, 126 Cal. Rptr. 2d 124, 134
(Cal. App. 2d Dist. 2002) (stating that the relationship between Medicare
Part C enrollees and a MAO is “not between an insurer and its policyholder,
but rather, between Medicare. . . and Medicare beneficiaries through the
intermediary of Medicare health care service plans contracted with the
federal government to provide Medicare benefits.”).

       B.     Congressional Regulation of Medicare Part C Coverage

¶20           Congress and the Secretary of HHS2 have promulgated
numerous statutes and regulations concerning standards for Medicare Part
C coverage.3 Do Sung Uhm v. Humana, Inc., 620 F.3d 1134, 1150 (9th Cir.
2010); Mass. Ass’n of Health Maint. Orgs. v. Ruthardt, 194 F.3d 176, 180 (1st
Cir. 1999); Ardary v. AETNA Health Plans of Cal., Inc., 98 F.3d 496, 498 (9th
Cir. 1996). For example, MAOs furnishing benefits to Part C participants
must provide the same coverage and benefits as those provided to Medicare
Part A and B participants. 42 U.S.C. § 1395w-22(a)(1)(B); 42 U.S.C.
§ 1395mm(c)(2)(A); 42 C.F.R. § 417.440(b)(1). MAOs must also provide
medically necessary treatment, comply with CMS manuals and directives
regarding benefit coverage, and ensure access to emergency and skilled

2      Pursuant to 42 U.S.C. § 1395ff(a), the “determination whether an
individual is entitled to benefits . . . is entrusted to the Secretary [of HHS]
in accordance with regulations prescribed by him or her.” McCall v.
PacifiCare of Cal., Inc., 21 P.3d 1189, 1193 (Cal. 2001).

3       This broad statutory and regulatory scheme for Medicare Part C
includes a provision stating that any state law or regulation that conflicts
with the “standards established under [Part C]” is preempted. 42 U.S.C.
§ 1395w-26(b)(3); see Do Sung Uhm v. Humana, Inc., 620 F.3d 1134, 1149-50 &
n.23, (9th Cir. 2010); Potts v. Rawlings Co., LLC, 897 F. Supp. 2d 185, 195 &
n.4 (S.D.N.Y. 2012); Estate of Ethridge, 235 Ariz. at 35, ¶¶ 16-18.


                                      6
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                            Opinion of the Court

nursing services.     42 U.S.C. § 1395y(a)(1)(A) (medically necessary
treatment); 42 U.S.C. § 1395w-22(d)(1) (access to emergency and skilled
nursing services); 42 C.F.R. §§ 422.101(a), (b)(1)-(3), (c) (manuals and
directives regarding benefit coverage).

¶21           As part of the extensive Medicare statutory and regulatory
scheme, Congress has adopted the Social Security appeals process to
resolve all coverage disputes involving Part C participants. 42 U.S.C.
§ 1395w-22(g)(5); 42 U.S.C. §§ 405(g), (h) (Social Security administrative
appeals process); see 42 U.S.C. § 1395ii (making appeals process in §§ 405(g),
(h) applicable to Medicare Parts A and B); Heckler v. Ringer, 466 U.S. 602,
604-06 (1984) (stating that Medicare has adopted the Social Security
administrative appeals process). As a result, the Secretary of HHS has
created a detailed administrative review procedure for appeals involving
Medicare Part C coverage disputes. 42 C.F.R. §§ 422.560-.626.

¶22             Under Medicare’s administrative review procedure,
“[j]udicial review of a claim for benefits is available only after the Secretary
[of HHS] has rendered a ‘final decision’ on the claim,” and a “final decision
by the Secretary on a claim ‘arising under’ Medicare may be reviewed by
no person, agency or tribunal except in an action brought in federal district
court, and then only after exhausting administrative remedies.” McCall, 21
P.3d at 1193-94 (quoting Heckler, 466 U.S. at 605). A claim “arises under”
Medicare, and is therefore subject to the mandatory administrative review
process, when the claim is “inextricably intertwined” with a claim for
coverage under Medicare. Heckler, 466 U.S. at 614, 624; see Blue Cross & Blue
Shield of Ala., 90 So. 3d 158, 164 (Ala. 2012); see also RenCare, 395 F.3d at 557
(stating that a claim arises under Medicare if “the claim is ‘inextricably
intertwined’ with a claim for Medicare Benefits”).

¶23           Medicare‘s administrative appeals procedure is the sole
avenue for resolving coverage disputes. Heckler, 466 U.S. at 614-15 (stating
that “the sole avenue for judicial review for all ‘claim[s] arising under’ the
Medicare Act” is 42 U.S.C. § 405(g)). And the sole avenue of judicial review
from such administrative procedures is in federal court. 42 U.S.C. §405(g);
42 U.S.C. § 1395w-22(g)(5). As a result, federal courts lack jurisdiction to
review coverage claims until the Medicare review process has been
exhausted. Uhm, 620 F.3d at 1138, 1144; Giesse v. The Sec’y of the Dep’t of
Health and Human Servs., 476 F. Supp. 2d 734, 739-40, 742 (N.D. Ohio 2006);
McCall, 21 P.3d at 1193-94. At no point is the Secretary’s final decision
reviewable by a state court. See 42 U.S.C. § 405(g); 42 U.S.C. § 1395w-
22(g)(5).



                                       7
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                            Opinion of the Court

¶24            We conclude that based on the extensive administrative
appeals process outlined in the Medicare Act, Congress has expressed an
intent to subject all Medicare coverage claims to this administrative process.
Thus, Medicare coverage claims are nonarbitrable claims.

       C.     Coverage Claims vs. Payment Disputes

¶25           The Providers assert, however, that their claims are not
coverage claims subject to the Medicare administrative appeals process.
Rather, the Providers argue that their claims are payment disputes that do
not involve Medicare or the Medicare administrative process. Specifically,
the Providers allege that UBH determined the members’ services were
covered, but then failed to pay the Providers the full amount owed for the
services pursuant to the rates set out in the Facility Agreement.

¶26            Medicare coverage claims involve a beneficiary’s right to
receive coverage for medical treatment, supplies or services. Blue Cross &
Blue Shield of Ala., 90 So. 3d at 331. In a coverage claim, the harm, or injury,
is based on the allegation that benefits were improperly denied; as a result,
the remedy is reimbursement of benefits. Uhm, 620 F.3d at 1143-44; see
Heckler, 466 U.S. at 618 (coverage claim involved denial of coverage for
certain surgical procedures); Giesse, 476 F. Supp. 2d at 740, 743 (coverage
claim involved denial of benefits for post-hospital skilled nursing facility).
As a result, proof of a coverage claim necessarily involves reference to and
interpretation of a Medicare benefit plan, as well as Medicare coverage
standards. Blue Cross & Blue Shield of Ala., 90 So. 3d at 164; cf. Montefiore
Med. Ctr. v. Teamsters Local 272, 642 F.3d 321, 331 (2d Cir. 2011).

¶27            In contrast, claims that are “wholly collateral” to a claim for
coverage do not arise under the Medicare Act, and are not subject to
Medicare’s administrative procedure. Heckler, 466 U.S. at 618; see Uhm, 620
F.3d at 1145; Ardary, 98 F.3d at 499, 501; McCall, 21 P.3d at 1194-95, 1197-98.
The harm involved in a wholly collateral claim is not the denial of coverage,
and therefore the remedy sought is not payment of benefits. Uhm, 620 F.3d
at 1145; see Ardary, 98 F.3d at 500 (wrongful death claim for compensatory
and punitive damages based on provider’s failure to transfer or airlift
decedent to intensive cardiac care facility not subject to Medicare
administrative review process); McCall, 21 P.3d at 1200 (plaintiff’s claims
for emotional distress, medical negligence and fraud, seeking tort damages
for injuries suffered due to MAO and provider’s delays in providing
referrals to specialists, were wholly collateral to Medicare and not subject
to Medicare administrative appeals process). Moreover, a wholly collateral
claim is not focused on interpreting a Medicare benefit plan or Medicare


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                          UNITED, et al. v. MIHS
                           Opinion of the Court

coverage standards, but rather the elements of the specific cause(s) of
action. Uhm, 620 F.3d at 1145 (in establishing a wholly collateral claim, a
plaintiff “may be able to prove elements of [his tort] causes of action
without regard to any of the provisions of the [Medicare] Act relating to the
provision of benefits”); McCall, 21 P.3d at 1200 (because the plaintiffs “may
be able to prove the elements of some or all of their causes of action without
regard, or only incidentally, to Medicare coverage determinations,” the
court held that ”none of their causes of action seeks, at bottom, payment or
reimbursement of a Medicare claim or falls within the Medicare
administrative review process”).

¶28            One type of claim that is wholly collateral to a coverage claim
is a “payment claim.” In a payment claim, there is no dispute that the
benefits are covered by Medicare; the issue is the amount the MAO should
pay the provider for the covered benefit. See RenCare, 395 F.3d at 558
(holding that services for which payment was sought by provider had been
approved by the MAO and, therefore, the dispute was a payment dispute,
not a coverage dispute subject to Medicare appeals process); Lakeland, 871
So. 2d at 382-83 (payment dispute concerning delay in payment for covered
services was not subject to Medicare appeals process); Christus Health Gulf
Coast v. AETNA, Inc., 237 S.W.3d 338, 340, 344 (Tex. 2007) (payment dispute
between MAO and provider as to liability of MAO for covered services due
to insolvency by MAO’s subsidiary was not subject to Medicare appeals
process); cf. Montefiore, 642 F.3d at 331 (discussing the distinction between
coverage disputes and payment disputes under ERISA); Canandaigua
Emergency Squad, Inc. v. Rochester Area Health Maint. Org., Inc., 780 F. Supp.
2d 313, 320-22 (W.D.N.Y. 2011) (payment dispute under ERISA based on
fee schedules and offsets for payment of covered ambulance services).

¶29            In payment disputes, since coverage is not disputed,
resolution of the claim does not require construction of the Medicare benefit
plan or Medicare coverage standards, but rather is focused on an
independent contract or obligation between the MAO and the provider that
specifies the amount of payment. RenCare, 395 F.3d at 559 (“At bottom, [the
provider’s] claims are claims for payment pursuant to a contract between
private parties.”); Christus, 237 S.W.3d at 344 (the parties’ “dispute concerns
not whether the services were covered under Medicare, but rather who
should bear the loss associated with [the MAO subsidiary’s] failure to
pay”).




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                           Opinion of the Court

       D.     The Providers’ Claims Are Coverage Claims

¶30           In determining whether a claim is inextricably intertwined
with a claim for coverage, thereby making it a coverage claim, a party’s
characterization or framing of its claim is not dispositive. Rather, a court
must determine if the claim is, “at bottom,” a claim for coverage. Heckler,
466 U.S. at 614. A party cannot evade the Medicare administrative process
by creatively and “cleverly conceal[ing]” a coverage claim as arising under
some source other than Medicare. Uhm, 620 F.3d at 1141-42; see Affiliated
Prof’l Home Health Care Agency v. Shalala, 164 F.3d 282, 286 (5th Cir. 1999)
(finding that claims, despite being presented as constitutional claims, were
inextricably intertwined with a claim of entitlement to Medicare benefits
and subject to the Medicare administrative appeals procedure).

¶31          Here, the Providers seek to avoid the mandatory Medicare
administrative procedure by casting their claims as payment disputes that
do not arise under Medicare. The trial court in the MIHS case agreed,
concluding the treatments were pre-authorized, and therefore determined
to be covered services by UBH.

¶32           The trial court’s determination in the MIHS case is not
supported by the record. UBH authorized coverage for an initial period of
treatment. However, when MIHS sought approval of continued acute
inpatient care, UBH denied the request on the grounds acute inpatient care
was no longer medically necessary. UBH notified MIHS of its denial of
coverage prior to the dates of service. Accordingly, the services for which
the Providers seek payment were not pre-authorized or determined by
UBH to be covered services. Bennett v. Baxter Grp., Inc., 223 Ariz. 414, 419,
¶ 16 (App. 2010) (stating that the appellate court will not defer to the trial
court’s factual findings if they are clearly erroneous).

¶33            Moreover, despite the Providers’ efforts to recast their claims
as payment claims, the record shows that they are coverage claims. At
bottom, the Providers are challenging UBH’s denial of coverage for
continued acute inpatient care on the grounds the treatment was not
medically necessary. This is a coverage claim. Blue Cross & Blue Shield of
Ala., 90 So. 3d at 167; see Lone Star OB/GYN Assoc. v. AETNAHealth Inc., 579
F.3d 525, 531 (5th Cir. 2009) (holding that a coverage claim involves a
“determination of benefits under the terms of a plan – i.e., what is
‘medically necessary’ or a ‘Covered Service’”). Additionally, the remedy
sought by the Providers is a coverage remedy: reimbursement for what they
contend were medically necessary services. See supra, ¶ 26.




                                     10
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                           Opinion of the Court

¶34          Finally, the Providers’ claims are coverage claims because
resolution of their claims necessarily depends on construction of the
members’ Medicare benefit plans and applicable Medicare standards. See
supra, ¶ 26. The Facility Agreement does not define what constitutes
medically necessary services; rather, the Agreements clearly state that
“medically necessary” and “covered services” are defined and controlled
by the provisions of the individual members’ Medicare benefit plans. The
Facility Agreement also states that the parties must comply with “all
applicable Medicare laws, regulations and CMS instructions.”

       E.     Arbitrability of the Providers’ Medicare Coverage Claims

¶35          We cannot ignore Congress’ intention that Medicare’s
mandatory administrative procedure provides the exclusive remedy for the
Providers’ Medicare coverage claims. As a result, the Providers’ coverage
claims are not subject to arbitration under the FAA, and UBH cannot be
compelled to arbitrate these claims.4

III.   The FAA and Aurora’s ERISA Coverage Claims

¶36           Aurora’s coverage claims involving the members’ ERISA
benefit plans are subject to ERISA’s exclusive legal standards and remedies.
Montefiore, 642 F.3d at 327-28 (based on ERISA § 502(a)(1)(B), 29 U.S.C. §
1132(a)(1)(B), an action “to recover benefits due” or to “enforce . . . rights
under the terms of the plan” is a coverage claim subject to ERISA’s civil
remedy provisions). The civil enforcement scheme created by ERISA is
“comprehensive”; it “completely preempts any state-law cause of action
that ‘duplicates, supplements, or supplants’ an ERISA remedy.”5
Montefiore, 642 F.3d at 327.

¶37           Whether Aurora’s ERISA coverage claims are arbitrable is less
clear. Compare Bird, 926 F.2d at 122 (holding that the FAA requires courts
to enforce agreements to arbitrate statutory ERISA claims); with CardioNet,
751 F.3d at 178 (stating that plan participants and their assignees have the
right to pursue ERISA claims in court rather than through mandatory


4     The issue of the Providers’ standing to file a Medicare administrative
appeal based on 42 C.F.R. § 422.566(c)(1)(ii) (appeals from an organization
determination denying benefits) is not before us in this case.

5      Upon remand the trial court may determine that Aurora’s state-law
claims, if any, are preempted by ERISA; however, we need not reach that
issue in this opinion because the matter of standing remains unresolved.


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                            Opinion of the Court

arbitration). However, we need not decide this issue because the record is
unclear as to whether the Providers have stated a valid ERISA claim.

¶38             One of the first requirements in alleging an ERISA claim is
that “the plaintiff be one entitled to assert a claim under ERISA.” Pentech
Infusions, Inc. v. Anthem Health Plans of Ky., Inc., 387 F. Supp. 2d 712, 714 (W.
D. Ky. 2005). Only a participant or a beneficiary may enforce rights under
an ERISA plan. 29 U.S.C. § 1132(a). Aurora is neither a participant nor a
beneficiary, and the record is not clear as to whether there has been a valid
assignment of the ERISA plan members’ claims. Thus, we cannot
determine whether Aurora has alleged a valid ERISA claim. Accordingly,
we do not reach the issue of whether Aurora’s ERISA claims are subject to
arbitration under the FAA.

                               CONCLUSION

¶39            We hold that the arbitration clause in the parties’ Facility
Agreement, although broad enough to encompass the dispute at bar,
cannot compel the parties to arbitrate their Medicare coverage claims.
Congress has enacted a specific procedure for resolving Medicare coverage
disputes such that compelling arbitration of these claims under the FAA
would be in direct conflict with the Medicare statutes. Therefore, as to the
claims involving Medicare coverage, we affirm the trial court’s order
staying arbitration in UBH v. Aurora, and reverse the order compelling
arbitration in UBH v. MIHS.

¶40             However, because the record is unclear as to whether Aurora
received a valid assignment of the members’ ERISA claims, we vacate the
trial court’s order compelling arbitration in UBH v. Aurora, and remand for
further proceedings consistent with this opinion.




                                     :ama




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