                                                                         FILED
                                                                    Mar 04 2019, 10:09 am

                                                                         CLERK
                                                                     Indiana Supreme Court
                                                                        Court of Appeals
                                                                          and Tax Court




ATTORNEYS FOR APPELLANT                                    ATTORNEYS FOR APPELLEES
Stephanie L. Nemeth                                        BEACON HEALTH SYSTEM, INC.,
Anderson Agostino & Keller, P.C.                           BEACON HEALTH SYSTEM GROUP
South Bend, Indiana                                        PLAN, AND BEACON HEALTH
                                                           SYSTEM GROUP PLAN – UNION
Caroline Turner English                                    PLAN
Brian D. Schneider                                         Joseph L. Amaral
Emily Baver Slavin                                         R. William Jonas
Arent Fox LLP                                              Hammerschmidt, Amaral &
Washington, DC                                             Jonas
                                                           South Bend, Indiana

                                                           Richard B. Urda, Jr.
                                                           Urda Professional Corporation
                                                           South Bend, Indiana


                                                           ATTORNEYS FOR APPELLEES
                                                           UNIVERSITY OF NOTRE DAME DU
                                                           LAC, UNIVERSITY OF NOTRE
                                                           DAME CHA HMO PLAN
                                                           (MEDICAL), UNIVERSITY OF
                                                           NOTRE DAME SELECT HMO PLAN
                                                           (MEDICAL), AND UNIVERSITY OF
                                                           NOTRE DAME PPO PLAN
                                                           (MEDICAL)
                                                           Brian E. Casey
                                                           Kelly J. Hartzler
                                                           Alice J. Springer
                                                           Barnes & Thornburg LLP
                                                           South Bend, Indiana



                                            IN THE
    COURT OF APPEALS OF INDIANA

Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019                            Page 1 of 18
      FMS Nephrology Partners                                    March 4, 2019
      North Central Indiana Dialysis                             Court of Appeals Case No.
      Centers, LLC,                                              18A-PL-1349
      Appellant-Plaintiff,                                       Appeal from the St. Joseph
                                                                 Superior Court
              v.                                                 The Honorable Steven L.
                                                                 Hostetler, Judge
      Meritain Health, Inc., Beacon                              Trial Court Cause No.
      Health System, Inc., Beacon                                71D07-1605-PL-194
      Health System Group Benefit
      Plan, Beacon Health System
      Group Benefit Plan – Union
      Plan, University of Notre Dame
      Du Lac, University of Notre
      Dame CHA HMO Plan
      (Medical), University of Notre
      Dame Select HMO Plan
      (Medical), and University of
      Notre Dame PPO Plan
      (Medical),
      Appellees-Defendants.



      Bradford, Judge.



                                           Case Summary
[1]   FMS Nephrology Partners North Central Indiana Dialysis Centers, LLC

      (“FMS”) provides dialysis to patients suffering from end-stage renal disease.

      FMS filed suit against Meritain Health, Inc.; Beacon Health System, Inc.;

      Beacon Health System Group Benefit Plan; Beacon Health System Group

      Benefit Plan–Union Plan (collectively, “the Beacon Appellees”); University of


      Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019                       Page 2 of 18
      Notre Dame du Lac; University of Notre Dame CHA HMO Plan (Medical);

      University of Notre Dame Select HMO Plan (Medical); and University of

      Notre Dame PPO Plan (Medical) (collectively, “the Notre Dame Appellees”)

      (collectively all together, “the Appellees”) claiming that Appellees failed to

      provide proper payment for services rendered by FMS. The Beacon and Notre

      Dame Appellees sought summary judgment, arguing that FMS’s claims against

      them were preempted by the Employee Retirement Income Security Act

      (“ERISA”). The trial court agreed and granted summary judgment in favor of

      the Beacon and Notre Dame Appellees. FMS challenges the award of

      summary judgment on appeal. Because the record demonstrates that resolution

      of each of the claims at issue requires interpretation of the provisions of an

      ERISA-governed health plan, we are firmly convinced that FMS’s claims

      against the Beacon and Notre Dame Appellees are preempted by ERISA. We

      therefore affirm.



                            Facts and Procedural History                                1




                                              I. The Parties
[2]   FMS provides dialysis for patients suffering from end-stage renal disease. The

      Beacon Health System Group Benefit Plan and the Beacon Health System

      Group Benefit Plan–Union Plan (collectively, “the Beacon Plans”) are welfare




      1
       We held oral argument in this case on February 12, 2019, at the Indiana State House in Indianapolis. We
      wish to commend counsel for the high quality of their arguments.

      Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019                            Page 3 of 18
      plans offering healthcare and medical benefits to eligible employees of Beacon

      Health System, Inc., and their dependents. Beacon Health System is the

      sponsor, plan administrator, and named fiduciary of the Beacon Plans. The

      Notre Dame CHA HMO Plan (Medical), University of Notre Dame Select

      HMO Plan (Medical), and University of Notre Dame PPO Plan (Medical)

      (collectively, the Notre Dame Plans”) are health plans offering medical benefits

      to eligible employees of the University of Notre Dame du Lac and their

      dependents. The University of Notre Dame du Lac is the sponsor, plan

      administrator, and named fiduciary of the Notre Dame Plans. Meritain serves

      as the third-party claims administrator for the Beacon and Notre Dame Plans.

      As the third-party claims administrator, Meritain is responsible for overseeing

      network contracts and adjudicating claims and appeals for reimbursement from

      the Beacon and Notre Dame Plans in accordance with network and other

      agreements.


        II. Services Rendered to Patients/Disputes Relating to
                               Payment
                                     A. The Beacon Appellees
[3]   The Beacon Plans provided participants and their beneficiaries with certain

      medical benefits as detailed by the Plans. The Beacon Plans also set forth the

      exclusive procedure for a participant or beneficiary to appeal the denial of a

      claim. The claims procedures, as adopted, complied with the requirements of

      ERISA and the regulations promulgated by the United States Department of

      Labor. Each procedure required an appeal be filed by a participant or

      Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019        Page 4 of 18
      beneficiary or the claimant’s legal representative within 180 days after notice of

      the initial denial of the claim.


[4]   In its lawsuit, FMS alleged insufficient payment relating to two Beacon

      patients, who were participants in the Beacon Plans. The first received dialysis

      services from FMS from July of 2012 through March of 2015. The second

      received dialysis services from FMS from June of 2013 through May of 2015.

      Some, but not all, of the charges relating to the services provided by FMS were

      paid by the Beacon Plans after approval by Meritain.


                                 B. The Notre Dame Appellees
[5]   The Notre Dame Plans provided participants and beneficiaries with certain

      medical benefits as detailed by the Plans and defined the medical expenses

      eligible for coverage. The Notre Dame Plans also set forth the procedure for

      filing an appeal following denial of a claim. The claims procedures, as adopted,

      complied with the requirements of ERISA and the regulations promulgated by

      the United States Department of Labor.


[6]   In its lawsuit, FMS alleged insufficient payment relating to five Notre Dame

      patients, who were participants in the Notre Dame Plans and received dialysis

      services from FMS for the following periods:


              Patient 1—March of 2011 through November of 2013,
              Patient 2—August of 2013 through November of 2014,
              Patient 3—December of 2013 through January of 2015,
              Patient 4—January of 2013 through June of 2013, and
              Patient 5—April of 2012 through March of 2014.

      Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019        Page 5 of 18
      Some, but not all, of the charges for services provided by FMS to the patients

      were paid by the Notre Dame Plans after approval by Meritain. For instance,

      some of the charges specifically relating to one of the patients were not paid

      after the services at issue were found to not qualify as “covered services”

      because the services were deemed to not have not been medically necessary.2


                                          III. The Litigation
[7]   On May 26, 2016, FMS filed a complaint against the Appellees alleging breach

      of contract and promissory estoppel. In its complaint, FMS made the following

      allegations:


              12. [FMS] is a participating provider in two networks in which
              the [Beacon and Notre Dame] Plans also participate.
              Accordingly, payments for treatments rendered to patients
              covered by the Plans should have been made pursuant to the
              network terms.


              13. [FMS] provided regular, life-sustaining dialysis treatments to
              seven patients whose healthcare was covered by the Plans. [The
              Appellees] confirmed that they would pay for the treatments at
              rates agreed upon in network agreements, to which each of them
              was bound. Beginning as early as 2011 and continuing through
              2015, [the Appellees] breached those contracts and paid amounts
              that fell drastically short of the network rates.




      2
        The parties spent time, both in writing and during the oral argument, discussing whether the seven patients
      properly assigned their rights to FMS. Because we would reach the same conclusion either way, we need not
      reach a conclusion on the adequacy of the assignments.

      Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019                                Page 6 of 18
              14. Each of the Plans has one thing in common: Meritain. For
              all relevant periods, Meritain served as the claims administrator
              for the Plans. [FMS] was directed to submit its claims for
              payment to Meritain, and in turn Meritain would adjudicate,
              price, and on information and belief, pay the claims on the Plans’
              behalves.


              15. Meritain’s claims adjudication practices were improper
              under the applicable network agreements. Meritain ignored the
              binding network contracts that dictated payment rates, and
              knowingly facilitated breaches of contract with an intent to harm
              [FMS].


              16. Meritain and the other [Appellees] failed to meet their
              contractual and equitable obligations to [FMS]. As a
              consequence, the Plans underpaid [FMS] a collective amount of
              over $1.5 million.


              17. [FMS] brings this action to recover the deficiency in the
              amount it was paid.


      FMS’s App. Vol. II pp. 44–45.


[8]   On April 28, 2017, FMS moved for partial summary judgment against the

      Beacon and Notre Dame Appellees. On September 8, 2017, the Notre Dame

      Appellees filed a cross-motion for partial summary judgment. In this motion,

      the Notre Dame Appellees claimed that they were entitled to summary

      judgment because all of FMS’s claims against them were preempted by ERISA.

      That same day, the Beacon Appellees filed a motion for partial summary

      judgment. The Beacon Appellees also claimed that they were entitled to



      Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019        Page 7 of 18
       summary judgment because all of FMS’s claims against them were preempted

       by ERISA.


[9]    The trial court conducted a hearing on the preemption issue on March 23, 2018.

       Five days later, on March 28, 2018, the trial court issued an order in which it

       found that the Beacon and Notre Dame Appellees were entitled to summary

       judgment because the claims raised against them by FMS were preempted by

       ERISA. The trial court subsequently entered final judgment in favor of the

       Beacon and Notre Dame Appellees.3



                                   Discussion and Decision
[10]   FMS contends that the trial court erred in granting summary judgment to the

       Beacon and Notre Dame Appellees.


                [S]ummary judgment is appropriate only where the evidence
                shows there is no genuine issue of material fact and the moving
                party is entitled to a judgment as a matter of law. See Ind. Trial
                Rule 56(C); Shell Oil Co. v. Lovold Co., 705 N.E.2d 981 (Ind.
                1998). All facts and reasonable inferences drawn from those facts
                are construed in favor of the non-moving party. Colonial Penn Ins.
                Co. v. Guzorek, 690 N.E.2d 664 (Ind. 1997). The review of a
                summary judgment motion is limited to those materials
                designated to the trial court. See T.R. 56(H); see also Rosi v.
                Business Furniture Corp., 615 N.E.2d 431 (Ind. 1993). We review
                decisions on summary judgment motions carefully to ensure that
                the parties were not improperly denied their day in court. Estate



       3
         The trial court’s order did not address FMS’s claims against Meritain and resolution of these claims has
       been stayed pending resolution of this appeal.

       Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019                                Page 8 of 18
               of Shebel ex rel. Shebel v. Yaskawa Elec. Am., Inc., 713 N.E.2d 275
               (Ind. 1999).
       Midwest Sec. Life Ins. Co. v. Stroup, 730 N.E.2d 163, 165 (Ind. 2000). The

       question of whether ERISA preempts FMS’s claims is a question of law. See id.

       at 166. Therefore, it is a question that may be properly determined on a motion

       for summary judgment. See id.


            I. Overview of Preemption and the Law Governing
                                ERISA
[11]   “‘ERISA is a comprehensive statute designed to promote the interests of

       employees and their beneficiaries in employee benefit plans.’” Ingersoll–Rand

       Co. v. McClendon, 498 U.S. 133, 137 (1990) (quoting Shaw v. Delta Air Lines Inc.,

       463 U.S. 85, 90 (1983)).


               Congress enacted ERISA to “protect ... the interests of
               participants in employee benefit plans and their beneficiaries” by
               setting out substantive regulatory requirements for employee
               benefit plans and to “provid[e] for appropriate remedies,
               sanctions, and ready access to the Federal courts.” 29 U.S.C. §
               1001(b). The purpose of ERISA is to provide a uniform
               regulatory regime over employee benefit plans. To this end,
               ERISA includes expansive pre-emption provisions, see ERISA §
               514, 29 U.S.C. § 1144, which are intended to ensure that
               employee benefit plan regulation would be “exclusively a federal
               concern.” [Alessi v. Raybestos–Manhattan, Inc., 451 U.S. 504, 523
               (1981)].


       Aetna Health Inc. v. Davila, 542 U.S. 200, 208 (2004). “The question of whether

       a certain state action is pre-empted by federal law is one of congressional intent.


       Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019             Page 9 of 18
       The purpose of Congress is the ultimate touchstone.” Ingersoll–Rand, 498 U.S.

       at 137–38 (internal quotation omitted).


[12]   “To discern Congress’ intent we examine the explicit statutory language and

       the structure and purpose of the statute.” Id. at 138.


               Where, as here, Congress has expressly included a broadly
               worded pre-emption provision in a comprehensive statute such as
               ERISA, our task of discerning congressional intent is
               considerably simplified. In § 514(a) of ERISA, as set forth in 29
               U.S.C. § 1144(a), Congress provided:
                      “Except as provided in subsection (b) of this section,
                      the provisions of this subchapter and subchapter III
                      of this chapter shall supersede any and all State laws
                      insofar as they may now or hereafter relate to any
                      employee benefit plan described in section 1003(a) of
                      this title and not exempt under section 1003(b) of this
                      title.”
               “The pre-emption clause is conspicuous for its breadth.” [FMC
               Corp. v. Holliday, 498 U.S. 52, 58 (1990)]. Its “deliberately
               expansive” language was “designed to ‘establish pension plan
               regulation as exclusively a federal concern.’” [Pilot Life Ins. Co. v.
               Dedeaux, 481 U.S. 41, 46 (1987)] (quoting [Alessi, 451 U.S. at
               523]). The key to § 514(a) is found in the words “relate to.”
               Congress used those words in their broad sense, rejecting more
               limited pre-emption language that would have made the clause
               “applicable only to state laws relating to the specific subjects
               covered by ERISA.” [Shaw, 463 U.S. at 98]. Moreover, to
               underscore its intent that § 514(a) be expansively applied,
               Congress used equally broad language in defining “State law”
               that would be pre-empted. Such laws include “all laws,
               decisions, rules, regulations, or other State action having the
               effect of law.” § 514(c)(1), 29 U.S.C. § 1144(c)(1).



       Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019           Page 10 of 18
       Id. at 138–39. Stated differently, “ERISA’s pre-emption provision assures that

       federal regulation of covered plans will be exclusive.” 4 District of Columbia v.

       Greater Washington Bd. of Trade, 506 U.S. 125, 127 (1992).


[13]            “A law ‘relates to’ an employee benefit plan, in the normal sense
                of the phrase, if it has a connection with or reference to such a
                plan.” [Shaw, 463 U.S. at 96–97]. Under this “broad common-
                sense meaning,” a state law may “relate to” a benefit plan, and
                thereby be pre-empted, even if the law is not specifically designed
                to affect such plans, or the effect is only indirect. [Pilot Life, 481
                U.S. at 47]. See also [Alessi, 451 U.S. at 525]. Pre-emption is
                also not precluded simply because a state law is consistent with
                ERISA’s substantive requirements. [Metro. Life Ins. Co. v. Mass.,
                471 U.S. 724, 739 (1985)].
       Ingersoll–Rand, 498 U.S. at 139. Further, “[t]he preemption provision may

       apply even to laws that are not specifically designed to affect employee benefit

       plans or to laws that affect the plans only indirectly.” Stroup, 730 N.E.2d at

       166. “It is not the label placed on a state law claim that determines whether it is

       preempted, but whether in essence such a claim is for the recovery of an ERISA

       plan benefit.” Productive MD, LLC v. Aetna Health, Inc., 969 F. Supp. 2d 901, 935

       (M.D. Tenn. 2013). “ERISA’s preemption provisions must be given effect,

       even if they would leave a claimant without a remedy.” Id.




       4
         While ERISA’s preemption coverage is broad, there are “[s]everal categories of state laws, such as
       generally applicable criminal laws and laws regulating insurance, banking, or securities, [that] are excepted
       from ERISA pre-emption by § 514(b)[.]” Bd. of Trade, 506 U.S. at 127.

       Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019                                 Page 11 of 18
         II. The Trial Court’s Award of Summary Judgment to
                the Beacon and Notre Dame Appellees
[14]   In granting summary judgment to the Beacon and Notre Dame Appellees, the

       trial court noted that


               ERISA § 514(a) expressly preempts “any and all State laws” that
               “relate to” an ERISA plan. See 29 U.S.C. § 1144(a). A state law,
               including a state law claim, “relates to” an employee benefit plan
               “if it has a connection with or reference to such a plan.” New
               York State Conf. of Blue Cross & Blue Shield Plans v. Travelers. Ins.
               Co., 514 U.S. 645, 656 (1995), quoting [Shaw, 463 U.S. at 96–97].


       FMS’s App. Vol. II, pp. 34–35.


[15]   Applying the above-quoted federal statutory and United States Supreme Court

       precedent to the facts of this case, the trial court concluded that


               [T]he only way to determine whether and why a patient would
               not be responsible to a provider when the plan sponsor does not
               pay is to refer to the plan documents themselves. Further, the
               contracts relied upon by [FMS] provide, in essence, that the
               amount [FMS] should receive is to be determined by the plan
               documents. Hence, “related to” or “conflict” preemption under
               § 514(a) becomes the focus.


       FMS’s App. Vol. II, pp. 36–37 (brackets added). The trial court further

       concluded


               In this case, [FMS] argues that the issue of how much the plans
               are required to pay can be decided outside the plan documents.
               However, the state law claims [FMS] seeks to enforce require
               application and/or interpretation of the plan documents to
       Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019          Page 12 of 18
                 determine how much medical care providers are to be paid. So
                 even if [FMS] is correct that the EOBs[5] conclusively establish
                 that the claims are covered, the question of how much is payable
                 requires the application of, reference to and/or interpretation of
                 the plan documents. Therefore, claims asserted by [FMS] in its
                 Complaint are preempted by ERISA under 29 U.S.C. § 1144(a).


       FMS’s App. Vol. II, p. 38 (brackets added).


                                                III. Analysis
[16]   FMS asserts that the trial court erred in finding that its claims are preempted by

       ERISA because the claims involve only contract and quasi-contract claims

       which should be resolved in the State courts. In making this assertion, FMS

       indicates that it is seeking recovery under two non-ERISA-regulated contracts,

       not the Beacon or Notre Dame Plans, and that the trial court need only have

       considered the non-ERISA-regulated contracts to resolve its claims. The

       Beacon and Notre Dame Appellees disagree, asserting that the trial court was

       required to interpret the Beacon and Notre Dame Plans to resolve FMS’s

       claims.


[17]   The Indiana Supreme Court has previously adopted a broad interpretation of

       what qualifies as an ERISA-related question. In Stroup, the Court considered

       whether the claims at issue were preempted by ERISA. 730 N.E.2d at 166–67.

       In that case, the Stroups were beneficiaries of an ERISA plan. Id. at 165. They




       5
           “EOB” commonly stands for “Explanation of Benefits.”


       Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019          Page 13 of 18
       brought suit against the plan, claiming breach of contract and bad faith and

       seeking injunctive relief and damages. Id. The plan moved for summary

       judgment, arguing that the plaintiffs’ claims were preempted by ERISA. Id.

       After the trial court determined that the plaintiffs’ claims were not preempted

       by ERISA, the plan sought and received permission to file an interlocutory

       appeal. Id. Upon appeal, the Indiana Supreme Court reached the following

       conclusion:


               It appears clear that Stroups’ breach of contract and bad faith
               claims “relate to” employee benefit plans and therefore fall under
               the broad preemption provisions of ERISA. These claims are
               based on Midwest’s failure to pay benefits due under an ERISA-
               governed pension plan. The complaint asks for damages for
               breach of the insurance contract and for punitive and
               compensatory damages for the tort of bad faith based on
               Midwest’s denial of coverage under the insurance contract. The
               claims clearly have connection with and refer to the ERISA plan.


       Id. at 166–67. The Court further concluded that the “essence of the claims is a

       failure to supply benefits under the plan” and “there simply is no cause of

       action if there is no plan.” Id. at 167. Thus, “[b]ecause the Stroups’ claims

       ‘relate to’ an employee benefit plan, in this case their medical insurance, the

       claims fall under ERISA’s broad preemption powers.” Id.


[18]   We also find instructive the United States District Court for the District of

       Alaska’s recent opinion in Ray Klein, Inc. v. Board of Trustees of the Alaska

       Electrical Health & Welfare Fund, 307 F. Supp. 3d 984 (D. Alaska 2018), in which

       the District Court considered a similar scenario to that presented in this case.

       Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019          Page 14 of 18
       In Ray Klein, plaintiff, on behalf of the hospital that provided medical services

       to the patients at issue, filed suit against the Welfare Fund after it determined

       that some of the submitted charges did not qualify as covered services under the

       terms of its ERISA plan. 307 F. Supp. 3d at 986. The plaintiff argued that the

       case was based on the Fund’s failure to pay sums due and, as such, qualified as

       a “rate of payment” case and was not preempted by ERISA’s preemption

       provision while the Fund argued that because the plaintiff’s claims related to an

       ERISA plan, the claims were preempted by ERISA’s preemption provision. Id.

       at 987–88.


[19]   In considering the parties’ arguments, the district court noted that “[t]he dispute

       here centers on whether certain services provided to the [patients] by [the

       hospital] were not ‘Unusual, Customary, and Reasonable for the area and type

       of Service,’ so as to fall outside the Plan’s definition of Covered Charges.” Id.

       at 988–89. The district court further noted that the plaintiff “is unable to escape

       the fact that the terms of the Fund’s ERISA Plan dictate the services the Fund

       covers, which eviscerates [plaintiff’s] arguments that its claims do not relate to

       the Fund’s Plan.” Id. at 989. On the question of preemption, the district court

       went on to conclude as follows:


               The Plan that governs the [patients’] coverage is critical to the
               determination of what amounts are payable to [the hospital] by
               the Fund for the healthcare provided to the [patients].… The
               amounts [plaintiff] claims are owed by the Fund depend on the
               Plan’s definitions of the scope of covered charges and therefore
               dictate[] the amount of the [patients’] medical charges that the
               Fund would cover. Therefore, the “claim bears on an ERISA-

       Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019           Page 15 of 18
                regulated relationship, e.g., the relationship between plan and
                plan member[.]” Despite [plaintiff’s] assertions of an
                independent basis for its claims, the dispute is not “merely
                between a health plan and a hospital.” Without the Plan,
                [plaintiff] would not have a claim against the Fund, whose
                selective coverage of the [patients’] medical expenses is the sole
                source of the instant dispute. Resolving the merits of the dispute
                would require reference to and interpretation of the Plan. It is
                clear that “the claim is premised on the existence of an ERISA
                plan” and has a “connection with or reference to” an ERISA
                plan. Accordingly, [plaintiff’s] state law claims relate to an
                ERISA plan and are preempted under 29 U.S.C. § 1144(a).


       Id. at 992.


[20]   Similar to both Stroup and Ray Klein, FMS’s claims are based on an alleged

       failure to pay sums due for services covered by an ERISA-regulated plan.

       Review of the parties’ arguments and designated evidence demonstrates that,

       despite FMS’s assertion to the contrary, the trial court would have had to refer

       to and interpret the Beacon and Notre Dame Plans to determine (1) whether

       proper payment had been rendered, and, (2) if not, how much additional

       payment FMS was entitled to receive. For each of the seven patients,

       designated evidence illustrates that questions remain as to FMS’s right to

       recover additional payment.6 Like the trial court, we do not believe that it is



       6
         For instance, Annetta Vota, a Benefits Manager for Beacon Health System, averred that with respect to the
       two Beacon patients, FMS had been paid in full pursuant to the terms of the Beacon Plans and that the
       claims that were alleged to be underpaid were not “clean claims” to which FMS was entitled to payment.
       The same is true of the claims relating to the five Notre Dame patients. As to the Beacon patients, Vota
       averred that the challenged claims included duplicate billing for charges that had previously been paid in full;
       charges that were to be paid by the patients, not the Beacon Plans; and charged for services not covered by
       the Beacon Plans. As to the Notre Dame patients, designated evidence indicates that the unpaid portions of

       Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019                                 Page 16 of 18
       possible to adequately answer these remaining questions without referencing

       and interpreting the Beacon and Notre Dame Plans. We therefore conclude

       that the trial court correctly determined that FMS’s claims against the Beacon

       and Notre Dame Appellees were preempted by ERISA.


[21]   Further, we note that FMS’s reliance on Blue Cross of California v. Anesthesia Care

       Associates Medical Group, Inc., 187 F.3d 1045 (9th Cir. 1999) and In re Managed

       Care Litigation, 298 F. Supp. 2d 1259 (S.D. Fla. 2003), is misplaced. The courts

       in those cases were faced with significantly different questions, i.e., the effect of

       allegedly improper changes to a fee schedule set forth in a non-ERISA-

       regulated contract, Anesthesia Care, 187 F.3d at 1049, and questions relating to

       the amount of payment, In re Managed Care, 298 F. Supp. 2d at 1293, not

       whether a right to payment existed.7


[22]   Having concluded that the trial court properly awarded summary judgment to

       the Beacon and Notre Dame Appellees, we need not consider the alternative

       arguments raised by the parties.


[23]   The judgment of the trial court is affirmed.




       FMS’s claims relating to these patients were not paid because the claims were duplicates of other claims,
       represented portions to be paid by the patients, or were not medically necessary.
       7
          We note that FMS also provided a string-citation to a number of cases which it claims stand for the
       proposition that cases involving only rate questions covered by contracts other than an ERISA plan are not
       preempted by ERISA. Given our conclusion that the instant matter involves questions relating to FMS’s
       right to recover payment, we find these additional cases to be inapposite and do not discuss them herein.

       Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019                               Page 17 of 18
Bailey, J., and Brown, J., concur.




Court of Appeals of Indiana | Opinion 18A-PL-1349 | March 4, 2019   Page 18 of 18
