J-A23011-16


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

PREMIER COMP SOLUTIONS, LLC                      IN THE SUPERIOR COURT OF
                                                       PENNSYLVANIA
                            Appellee

                       v.

UPMC HEALTH NETWORK, INC., A
PENNSYLVANIA NON-PROFIT
CORPORATION, UPMC BENEFIT
MANAGEMENT SERVICES, INC., D/B/A
UPMC WORKPARTNERS, UPMC HEALTH
BENEFITS, INC., D/B/A UPMC
WORKPARTNERS, MCMC, LLC, A
WHOLLY-OWNED SUBSIDIARY OF YORK
RISK MANAGEMENT, AND ALIGN
NETWORKS, A WHOLLY-OWNED
SUBSIDIARY OF ONE CALL CARE
MANAGEMENT

APPEAL OF: UPMC HEALTH NETWORK,
INC., A PENNSYLVANIA NON-PROFIT
CORPORATION, UPMC BENEFIT
MANAGEMENT SERVICES, INC., D/B/A
UPMC WORKPARTNERS, UPMC HEALTH
BENEFITS, INC., D/B/A UPMC
WORKPARTNERS
                                                     No. 1398 WDA 2015


                 Appeal from the Order Dated August 13, 2015
               In the Court of Common Pleas of Allegheny County
                      Civil Division at No(s): GD-15-007257


BEFORE: LAZARUS, J., STABILE, J., and STRASSBURGER, J.*

MEMORANDUM BY LAZARUS, J.:                        FILED JANUARY 10, 2017


____________________________________________


*
    Retired Senior Judge assigned to the Superior Court.
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       UPMC Health Network, Inc., a Pennsylvania non-profit corporation,

UPMC Benefit Management Services, Inc., D/B/A UPMC WorkPartners, and

UPMC Health Benefits, Inc., D/B/A UPMC WorkPartners (collectively, “UPMC”)

appeal from the order, entered in the Court of Common Pleas of Allegheny

County, which lifted a previously entered confidentiality order. Upon review,

we quash.

       The trial court summarized the relevant factual background as follows:

       Premier Comp Solutions, LLC (“PCS”) is a limited liability
       company that provides workers’ compensation cost containment
       solutions and services to insured employers, self-insured
       employers, third party administrators and insurance companies.
       PCS services include panel development[1] and maintenance,
       injury management, medical bill reviews and re-pricing, and
       physical therapy and diagnostic network access.

       UPMC Benefit Management Services, Inc. (d/b/a UPMC
       WorkPartners) [(“Benefit Management Services”)] provides Third
       Party Administrative (“TPA”) and other services to Pennsylvania
       employers, including governmental agencies that have the
       financial qualifications to be self-insured for workers’
       compensation expenses. UPMC [Health Benefits, Inc.] (d/b/a
       UPMC WorkPartners) [(“Health Benefits”)] also sells workers’
       compensation insurance to employers in Pennsylvania by
       contracting with brokers who work on commission.

       MCMC[, LLC,] and Align Networks (“Align”) are competitors of
       PCS. MCMC provides medical bill review and re-pricing services,
       while Align provides panel generation and maintenance services


____________________________________________


1
 A provider panel is a list of names and contact information for at least six
health care providers that are geographically accessible to the insured
employer’s location and have specialties that are based on the anticipated
work injuries of the employees of the insured employer.



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J-A23011-16


     With respect to TPA contracts with      public agencies, prime
     contracts must request disapproval in   writing from the public
     agency to terminate a contract with a   Disadvantaged Business
     Enterprise (“DBE”) subcontractor. PCS   has been identified as a
     DBE subcontractor for WorkPartners.

                                   ...

     In 2006, PCS entered into a Medical Bill Review and Re[-]pricing
     Agreement with WorkPartners, in which PCS would review and
     re-price medical bills submitted by UPMC WorkPartners in
     accordance with the Pennsylvania Workers’ Compensation Act.
     The agreement included language that stated that the parties
     agreed to hold in confidence any of the trade secrets, designs,
     improvements, inventions, data or information belonging to the
     others.

     In 2010, Health Benefits was approved as a workers’
     compensation insurance carrier, which caused the business of
     providing TPA services to be divided between WorkPartners and
     Health Benefits so that UPMC Health Benefits was recognized as
     the name of UPMC’s workers’ compensation insurance carrier.

     In August 2010, Health Benefits decided to utilize PCS for panel
     development, maintenance, appointment scheduling, telephonic
     injury management, and network access for their insureds, while
     still developing its own panels located near UPMC’s hospitals and
     physician practices.

     In July 2012, WorkPartners and Health Benefits decided to use
     PCS’[] physical therapy and diagnostic network for the majority
     of their employer clients and insureds. Health Benefits was able
     to take advantage of the discounts available through the use of
     the PCS network by having all of PCS’[] physical therapy and
     MRI network providers send all bills submitted by Health
     Benefits’ claimants directly to PCS.

     In February 2014, WorkPartners sought to have PCS perform an
     extensive medical bill review and re-pricing test audit to
     determine whether PCS or MCMC provided the best service and
     savings.    In the process, WorkPartners requested that PCS
     provide detailed explanations and supporting documentation for
     its decisions. PCS complied. Again, in response to requests
     made by WorkPartners, PCS later provided information about
     their medical providers, including tax ID numbers and PCS’[]
     unique identifier keys.

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     On September 15, 2014, PCS CEO Linda Schmac noted that PCS
     had not received an employer panel referral from Health Benefits
     since August 27, 2014.

     On November 13, 2014, WorkPartners advised PCS that MCMC
     would receive the re-pricing contract. At the same meeting, PCS
     was informed that Health Benefits would begin to use Align and
     not PCS for all of its insureds’ new panel development, PT and
     MRI/CT services. WorkPartners also informed PCS that Align had
     been doing panel development for Health Benefits since August
     27, 2014.

     Neither MCMC nor PCS are able to sign agreements with UPMC[,]
     which would require them to access WorkPartners’ exclusive PPO
     network discounts in a primary position[,] due to their respective
     PPO network access contracts with Coventry, the largest
     workers’ comp network in the nation.

     Although WorkPartners had decided to use the services of MCMC
     and Align rather than PCS, on February 17, 2015, WorkPartners
     sent PCS a proposed Master Services Agreement which PCS
     opted not to sign. Consequently, PCS requested on February 27,
     2015[,] that the electronic data provided to WorkPartners by
     PCS be returned and that a certification be provided stating that
     none of the data had been provided to Align.

     On March 26, 2015, Health Benefits and Benefit Management
     Services sent a letter to PCS terminating both their business
     relationship and their 2006 contract. The following day, Health
     Benefits wrote to the brokers who sell Health Benefits’ insurance
     policies and advised that effective April 30, 2015, Health Benefits
     had terminated its relationship with PCS and would be partnering
     with two new vendors for re[-]pricing and panel generation
     services. On April 14, 2015, WorkPartners notified PCS that it
     considered the termination of the 2006 Agreement to also
     terminate the subcontract agreements PCS held with the City of
     Pittsburgh, Port Authority, and the Pennsylvania Turnpike
     Commission under WorkPartners’ TPA contracts.

     On April 22, 2015, PCS filed its [c]omplaint, raising six counts
     against [UPMC, MCMC, and Align, including multiple claims of
     breach of contract, violation of the Pennsylvania Uniform Trade
     Secrets Act, tortious interference with contractual or beneficial
     business relationships, fraudulent misrepresentation, and
     conspiracy.]


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J-A23011-16


      On April 27, 2015, [the] court entered an order directing [UPMC]
      to produce to [PCS an 18-page long 2014 Report and Analysis
      (“18-Page Report”).] The 18-Page Report is an internal report
      drafted by a WorkPartners employee in April of 2014. The 18-
      Page Report was produced to PCS and stamped as
      “CONFIDENTIAL SUBJECT TO COURT ORDER.”

      On June 30, 2015, PCS filed a “Renewed Motion to Lift
      Confidentiality Order Regarding the 18-Page Report[,]” [which
      the court granted on August 13, 2015.]

Trial Court Opinion, 1/29/16, at 2-6.

      UPMC filed a timely notice of appeal and court-ordered concise

statement of errors complained of on appeal pursuant to Pa.R.A.P. 1925(b).

UPMC raises the following issue for our review:

      Whether the trial court erred in granting Plaintiff/Appellee PCS’[]
      Motion to Lift a Confidentiality Order and authorizing PCS to
      disseminate a confidential internal document, produced subject
      to a prior [o]rder directing that the document be used only for
      purposes of litigation and not provided to any third party, in
      order to “set the record straight” and “remedy the damage being
      done to the business” of PCS before any jury determination on
      the validity of disputed claims, in the absence of good cause to
      do so, and where the dissemination of the document will not aid
      in discovery?

Brief for Appellants, at 4.

      Instantly, the trial court ordered that confidentiality be lifted as to the

18-Page Report, and UPMC appealed the order in an attempt to maintain the

document’s confidentiality. Before we address the merits of UPMC’s claim,




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J-A23011-16



however, we must determine whether this appeal is properly before us since

the order appealed from is an interlocutory order.2

       Ordinarily,

       [a]n appeal may be taken only from a final order unless
       otherwise permitted by statute or rule. A final order is ordinarily
       one which ends the litigation or disposes of the entire case;
       however, “[a]n appeal may be taken as of right from a collateral
       order of an administrative agency or lower court.” Pa.R.A.P.
       313(a). A collateral order is defined under Pa.R.A.P. 313(b) as
       “an order separable from and collateral to the main cause of
       action where the right involved is too important to be denied
       review and the question presented is such that if review is
       postponed until final judgment in the case, the claim will be
       irreparably lost.”

Ben v. Schwartz, 729 A.2d 547, 550 (Pa. 1999). For the collateral order

doctrine to apply, each of the three factors must be satisfied.       Crum v.

Bridgestone/Firestone N. Am. Tire, LLC, 907 A.2d 578, 583 (Pa. Super.

2006).

       We first consider whether the order satisfies the separability prong of

the doctrine. Our Supreme Court has stated that an order is separable from

the main cause of action where it is “entirely distinct from the underlying

issue in the case” and “can be resolved without an analysis of the merits of

the underlying dispute.”         K.C. v. L.A., 128 A.3d 774, 778 (Pa. 2015)

(citation omitted).     Here, the parties dispute whether the 18-Page Report

____________________________________________


2
  PCS has filed a Motion to Quash Appeal for Lack of Collateral Order
Jurisdiction, and UPMC has filed a response asserting that the order in
question is a collateral order pursuant to the requirements of Pa.R.A.P. 313.



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J-A23011-16



should be confidential in part because the parties dispute whether the

document tends to prove or disprove whether certain communications made

by UPMC are false. See Response in Opposition to [PCS’] Renewed Motion

to Lift Confidentiality Order. PCS asserts that the allegedly false statements

in these communications interfered with its business relationships, which is

one of the main causes of action in this matter.        See Third Amended

Complaint at ¶¶ 105-09; 183-203. Accordingly, the order in question invites

analysis of the merits of the underlying dispute, and we do not consider the

order appealed from to be separable from the main cause of action. K.C.,

supra.

      Additionally, we note that UPMC cannot satisfy the second prong of the

collateral order doctrine. Considerations relevant to whether the right is too

important to be denied review include whether it implicates rights rooted in

public policy or has an impact on individuals other than those involved in the

particular litigation.   Ben, supra at 552.     In this vein, appeals from

discovery orders to disclose potentially privileged information often satisfy

this element.    See, e.g., Dodson v. Deleo, 872 A.2d 1237 (Pa. Super.

2005).   Here, however, the 18-Page Report has already been disclosed in

discovery, and UPMC has provided no legal support in its response to the

motion to quash for its contention that confidentiality must be maintained,

merely labeling it a “confidential internal document.”          Response in

Opposition to [PCS’] Motion to Quash, at 15.




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       Moreover, we note that the 18-Page Report was offered and accepted

into evidence at a public hearing in April 2015; following that hearing, as

permitted by the court, the document was disseminated to several

governmental agencies.3         See Order, 4/29/15.   As we noted in Dodson,

“once disclosed, the confidentiality of potentially privileged information is

irreparably lost.”    Dodson, supra at 1240. Because the confidentiality of

the 18-Page Report has already been compromised, the order appealed from

does not involve a right too important to be denied review. Ben, supra.

       For the foregoing reasons, the order appealed from does not satisfy

the collateral order doctrine as set forth in Rule 313(b), and we are without

jurisdiction to consider the appeal.

       Appeal quashed.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 1/10/2017




____________________________________________


3
  The agencies include the City of Pittsburgh, the County of Allegheny, the
Port Authority of Allegheny County, and the Pennsylvania Turnpike
Commission.



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