United States District Court, D. New Jersey
WILLIAM J. MARTINI, U.S.D.J.
University Spine Center, on assignment of John W.
(“Patient”), brings this action against Defendant
Aetna, Inc., alleging violations of the Employee Retirement
Income Security Act of 1974 (“ERISA”), 29 U.S.C.
§ 1001 et seq., in connection with
Defendant's alleged failure to remit proper payment to
Plaintiff under the terms of Patient's medical plan. This
matter comes before the Court on Defendant's motion to
dismiss pursuant to Federal Rules of Civil Procedure 12(b)(1)
and (b)(6). There was no oral argument. Fed.R.Civ.P. 78(b).
For the reasons set forth below, Defendant's motion is
GRANTED and Plaintiff's complaint (the
“Complaint”) is DISMISSED WITH
is a healthcare provider in Passaic County, New Jersey.
Compl. ¶ 1, ECF No. 1. Defendant provides health
insurance and administrative services for self-funded medical
benefits plans in New Jersey and throughout the United
States. See Def.'s Mem. of Law in Supp. of Mot.
to Dismiss (“Def.'s Mem.”) 3, ECF No. 10-2.
At all relevant times, Patient was a member of a health
benefits plan (the “Plan”) administered by
Defendant. See Decl. of K. Depaepe (“Depaepe
Decl.”) ¶ 3, ECF No. 10-3.
December 6, 2016, Plaintiff performed an anterior cervical
diskectomy and anterior cervical disk replacement on Patient.
Compl. ¶ 6-7. Patient transferred all his rights to
benefit payments under the Plan to Plaintiff. Id.
¶ 8. Plaintiff subsequently filed a claim with Defendant
for $120, 324.00 in reimbursement for services rendered to
Patient. Id. ¶ 10. Defendant paid $9, 321.84 of
that claim. Id. ¶ 11. On February 28, 2018,
Plaintiff filed suit, alleging that Defendant failed to make
all payments and provide the summary plan description as
required by ERISA and that it breached its fiduciary duty.
Id. ¶¶ 19- 41. Plaintiff does not allege
that it had a contract with Defendant governing
reimbursement. Plaintiff, therefore, was an
“out-of-network” provider at the time it
performed its services on Patient. See id.
¶¶ 4-18; Def.'s Mem. at 3.
now moves to dismiss, arguing first that Plaintiff lacks
standing to assert its ERISA claim because the Plan contains
a valid and enforceable anti-assignment clause. See
Def.'s Mem. at 7-10. Alternatively, Defendant argues that
the second and third counts of the Complaint fail as a matter
of law. See id. at 10-15.
opposes, arguing that the Plan's anti-assignment clause
does not render Patient's assignment of his benefit
rights to Plaintiff invalid. See Pl.'s Br. in
Opp'n to Def.'s Mot. (“Pl.'s
Opp'n”) 4-11, ECF No. 16. Plaintiff further argues
that the language of the anti-assignment clause is ambiguous
and, therefore, must be construed against Defendant. See
id. at 11-14. Defendant filed a reply, reiterating the
enforceability of the anti-assignment clause and asserting
that the language is clear and unambiguous. See
Def.'s Reply Br. in Supp. of Its Mot., ECF No. 17.
Rule of Civil Procedure 12(b)(1) provides for the dismissal
of a complaint for lack of subject matter jurisdiction.
Fed.R.Civ.P. 12(b)(1). There are two types of challenges to
subject-matter jurisdiction: (1) facial attacks, which
challenge the allegations of the complaint on their face; and
(2) factual attacks, which challenge the existence of
subject-matter jurisdiction, quite apart from any pleadings.
Mortensen v. First Fed. Sav. & Loan Ass'n,
549 F.2d 884, 891 (3d Cir. 1977). In reviewing a factual
attack, as Defendant presents here, the court may consider
evidence outside the pleadings, and no presumptive
truthfulness attaches to the plaintiff's allegations.
Gould Elecs. Inc. v. United States, 220 F.3d 169,
176 (3d Cir. 2000); Gotha v. United States, 115 F.3d
176, 178-79 (3d Cir. 1997). The plaintiff bears the burden of
proving that jurisdiction exists. Gould Elecs., 220
F.3d at 178.
requirement that jurisdiction be established as a threshold
matter ‘spring[s] from the nature and limits of the
judicial power of the United States' and is
‘inflexible and without exception.'”
Steel Co. v. Citizens for a Better Env't, 523
U.S. 83, 94-95 (1998) (quoting Mansfield, C. & L.M.R.
Co. v. Swan, 111 U.S. 379, 382 (1884)). Defendant
challenges Plaintiff's standing to sue based on the
anti-assignment clause located in the Plan documents,
restraining Patient from assigning his benefits. See
Def.'s Mem. at 7-10. The anti-assignment clause in
question reads as follows:
Coverage and your rights under this plan may not
be assigned. A direction to pay a provider is
not an assignment of any right under this plan or of any
legal or equitable right to institute any court proceeding.
Depaepe Decl., Ex. 1 75, ECF No. 10-4 (emphasis added).
Third Circuit recently determined that anti-assignment
clauses in ERISA plans are enforceable. See Am.
Orthopedic & Sports Med. v. Independence Blue Cross Blue
Shield, 890 F.3d 445, 453 (3d Cir. 2018) (“We now
. . . hold that anti-assignment clauses in ERISA-governed
health insurance plans as a general matter are
enforceable.”). The anti-assignment clause in that case
read, “[t]he right of a Member to receive benefit
payments under this Program is personal to the Member ...