K. MICHAEL MOORE, Chief Judge.
THIS CAUSE came before the Court upon Plaintiffs' Motion for Summary Judgment
Florida law requires that all health care clinics be licensed by the Agency for Health Care Administration ("AHCA"), unless they qualify for an exemption. Fla. Stat. § 400.991 (2009). One such exemption applies if the clinic is "wholly owned" by a licensed health care practitioner who supervises the business activities and is legally responsible for the entity's compliance with all federal and state laws. See Fla. Stat. § 400.9905(4)(g). Florida law also provides that an insurer is required to provide reimbursement to health care clinics only for medical benefits that are "lawfully provided." See Fla. Stat. § 627.736(1)(a)(1); see also Fla. Stat. § 627.736(5)(b)(1)(b) ("An insurer or insured is not required to pay a claim or charges . . . for any service or treatment that was not lawful at the time rendered.").
Plaintiffs State Farm Mutual Automobile Insurance Company and State Farm Fire & Casualty Company (collectively, "Plaintiffs" or "State Farm") seek to recover the amounts paid to Defendants Medical Service Center of Florida, Inc., Medical Diagnostic Center of Florida, Inc., Lourdes Diaz, and Edel Perez Diaz (collectively, "Defendants") based upon violations of the Florida Deceptive and Unfair Trade Practices Act ("FDUTPA") and a claim of unjust enrichment (Count I and II). State Farm further seeks a declaratory judgment confirming that State Farm is not obligated to pay any of Defendants' bills to the extent they remain unpaid (Count III).
Defendant Medical Service Center of Florida, Inc. ("MSCF") and Defendant Medical Diagnostic Center of Florida, Inc. ("MDCF") are Florida corporations located in Miami. Compl. at ¶¶ 5-6. Defendant Lourdes Diaz ("Diaz") is a citizen of Florida living in Miami-Dade County. Diaz is not a licensed medical professional in Florida. Id. at ¶ 7. Defendant Edel Perez Diaz ("Perez") is a citizen of Florida living in Miami-Dade County. Id. at ¶ 8. Perez was not a licensed medical professional in Florida until August 31, 2010, at which time he became a licensed massage therapist. Defs.' Answer at ¶ 8.
MSCF was formed by Diaz in 2000, with Diaz designated as the owner and President. Id. at ¶ 30. Diaz represented to the AHCA that she was the 100% owner of MSCF from the date MSCF was formed until November 2009, at which point Miguel Hernandez ("Hernandez"), a licensed medical doctor who was hired by Diaz in 2008, allegedly became the owner of the clinic. Id. at ¶¶ 30-35. MDCF was formed in February 2009, with Hernandez designated as the President, Incorporator, and Registered Agent, and with Perez designated as the Vice President. Id. at ¶ 48.
In 2009, Diaz ran into legal trouble and could not renew MSCF's license under her name.
Defendants contend that Diaz had planned to close the MSCF clinic after she ran into legal trouble, but was convinced by Hernandez to transfer ownership of MSCF to him. Defs.' Reply at 4. Defendants claim that after Hernandez made his offer, Diaz transferred her stock in MSCF to him so that he could apply for the exemption. Id. As everything was done quickly, Defendants decided other actions, "such as putting him on the bank accounts and figuring out a fair distribution of the profits," would wait until the next tax year. Id. However, Hernandez testified at his deposition that, in fact, Diaz had asked him if he would mind being the owner of MSCF as a favor while Defendants opened a second clinic (MDCF). Hernandez Dep., at 70 (ECF No. 75-1). Hernandez testified that Diaz asked him to sign paperwork, including several forms that were given to him blank.
State Farm further maintains that Hernandez never wholly owned MDCF, the second clinic opened in February 2009. Defendants state that Hernandez started MDCF with money borrowed from Diaz, became its sole shareholder, and subsequently signed the AHCA Application for Certificate of Exemption from Licensure as a Health Care Clinic. Defs.' SOF, at 5-6. Hernandez testified, however, that he did not start the second clinic, that he did not believe his "favor" to Diaz extended to the new clinic, and that he was unaware
On February 13, 2010, Hernandez voluntarily surrendered his medical license after an Administrative Complaint was filed by the Department of Health, Board of Medicine against him. See Voluntary Relinquishment of Medical License (ECF No. 95). Defendants subsequently submitted Applications for Health Care Clinic License to the AHCA on March 1, 2010 and March 11, 2010, for MSCF and MDCF, respectively. See Applications for Health Care Clinic License (ECF Nos. 95-4, 95-9). The AHCA rejected the Applications pending receipt of documentation reflecting transfer of ownership from Hernandez, whom AHCA believed to be the sole owner of the clinics. See Letter from ACHA to MDCF (ECF No. 95-10). Specifically, the letter stated:
Id. Perez responded to this letter stating that the change of ownership had not occurred yet. See Letter from Perez to AHCA (ECF No. 95-11). Perez and Diaz subsequently obtained clinic licenses for both MSCF and MDCF predicated upon representations to AHCA that a valid sales transaction had taken place for both clinics. Compl., at ¶ 10. Based on their representations, MSCF and MDCF were issued healthcare clinic licenses. Id. at ¶¶ 44, 59. State Farm asserts, however, that in actuality, (1) Hernandez had no ownership interest to convey; (2) Hernandez's signature that appears on the sales document is forged; and (3) no money was actually exchanged as represented in the sales document. State Farm maintains that Defendants were the actual owners of MSCF and MDCF at all relevant times. Pls.' Resp. to Defs.' SOF at 3. As the license applications were false and misleading, State Farm maintains they were void ab initio.
On February 27, 2015, Plaintiffs filed their Motion for Summary Judgment, asserting that summary judgment should be entered in their favor on all counts. Plaintiffs maintain that there is no genuine issue of material fact that the clinics did not qualify for any applicable exemptions from the mandatory licensure requirement, as they were never wholly owned by Hernandez. Pls.' Mot. at 3. Plaintiffs further assert that there is no genuine issue of material fact that the licenses subsequently obtained by the clinics were issued by the AHCA in reliance on fake documents
Also on February 27, 2015, Defendants filed their own Motion for Summary Judgment. Defendants maintain that (1) Hernandez wholly owned MSCF outright and wholly owned MDCF between February 2009 and February 13, 2010, Defs.' Mot. for Summ. J. ("Defs.' Mot.") at 6-8; (2) State Farm's interpretation of "lawfully provided" contravenes generally accepted standards of statutory interpretation and the intent of the legislature, id. at 9-11; (3) the statutory exemption set out in Florida Statutes Section 501.212(4)(a) precludes State Farm from pursuing a claim for violations of the FDUTPA, id. at 11-14; (4) Defendants provided adequate consideration for payment, and therefore, State Farm cannot state a claim for unjust enrichment, id. at 14-16; and (5) a declaratory action is not the appropriate vehicle to resolve the question of whether State Farm properly refused to pay Defendants' outstanding invoices, id. at 16-17. Defendants also assert that they have established clear cases of breach of contract, account stated, open account, service provided, and unjust enrichment against Plaintiffs, and therefore, entry of summary judgment in Defendants' favor is appropriate. Id. at 17-18.
Summary judgment is appropriate when "the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56; see Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). "Where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no `genuine issue of material fact.'" See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). The Court must view all evidence and all factual inferences reasonably drawn from the evidence in the light most favorable to the non-moving party and resolve all reasonable doubts about the facts in favor of the non-movant. Stewart v. Happy Herman's Cheshire Bridge, Inc., 117 F.3d 1278, 1285 (11th Cir.1997).
The movant bears the initial burden of proof. Celotex, 477 U.S. at 323, 106 S.Ct. 2548. A party may support its assertion that there is no genuine issue of material fact by "citing to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials" or by "showing that the materials cited do not establish the absence or presence of a genuine dispute, or that an adverse party cannot produce admissible evidence to support the fact." Fed.R.Civ.P. 56(c)(1).
When a party moving for summary judgment points out an absence of evidence on a dispositive issue for which the non-moving party bears the burden of proof at trial, the non-moving party must "go beyond the pleadings and by [its] own affidavits, or by the depositions, answers to interrogatories, and admissions on file, designate specific facts showing that there
Florida's Health Care Clinic Act ("HCCA"), Fla. Stat. §§ 400.990 et seq., requires that all health care clinics be licensed by the AHCA unless they qualify for an exemption. Fla. Stat. § 400.991. The express purpose of the HCCA "is to provide for the licensure, establishment, and enforcement of basic standards for health care clinics and to provide administrative oversight by [the AHCA]." Fla. Stat. § 400.990(2). The HCCA also incorporates the licensure requirements of the Health Care Licensing Procedures Act, Fla. Stat. §§ 408.801 et seq., which recognizes that "[u]nlicensed activity constitutes harm that materially affects the health, safety, and welfare of clients." Fla. Stat. § 408.812(2). Accordingly, "it is unlawful to provide services that require licensure. . . without first obtaining . . . a license." Fla. Stat. § 408.804. The HCCA mandates that "all charges or reimbursement claims made by or on behalf of a clinic that is required to be licensed under this part, but that is not so licensed . . . are unlawful charges, and therefore are noncompensable and unenforceable." Fla. Stat. § 400.9935(3).
The HCCA allows for certain exemptions from mandatory licensure. One such exemption provides that a clinic is not required to be licensed if it is "wholly owned by one or more licensed health care practitioners." Fla Stat. § 400.9905(4)(g). In order to lawfully qualify for the exemption, the licensed health care practitioner has a continuing obligation to supervise the business activities of the clinic and remain legally responsible for the entity's compliance with all federal and state laws. Id. The relevant section provides:
Id.
Finally, a "[f]alse representation of a material fact in the license application or omission of any material fact from the application" is grounds for denial of a license application or revocation of a license. Fla. Stat. § 408.815(1)(a).
Diaz and Perez obtained exemptions from mandatory clinic licensure from the AHCA in 2009 by representing that Hernandez owned both MSCF and MDCF. Plaintiffs maintain that these representations were false, and therefore, the clinics unlawfully obtained payments from State
In viewing a Motion for Summary Judgment, the Court "must view all evidence and all factual inferences reasonably drawn from the evidence in the light most favorable to the nonmoving party and resolve all reasonable doubts about the facts in favor of the non-movant." The Court notes that only reasonable doubts are to be resolved in favor of the non-moving party. With this standard in mind, the Court finds that there is no genuine issue of material fact regarding whether Hernandez had sufficient indicia of whole ownership over either clinic.
It is clear from the record that Hernandez (1) made no capital investment in either MDCF or MSCF; (2) received no rights to profit from either MDCF or MSCF nor had any risk of loss; (3) lacked the actual ability to sell either MDCF or MSCF or to cause it to cease operations; and (4) did not actively participate in the management and control of MDCF's or MSCF's business operations. See State Farm v. Silver Star, 739 F.3d 579, 585 (11th Cir.2013) (setting forth several factors commonly tied to the ownership of a business entity). Further, the Court concludes that Hernandez had no involvement with the leases for MDCF or MSCF; did not participate in the preparation or filing of MDCF's or MSCF's tax returns; and had no ultimate authority over all personnel and compensation decisions related to MDCF and MSCF. See Fla. Stat. § 627.732(17) (defining "entity wholly owned" as having licensed health care practitioners who are "reflected as the business owners on the title or lease of the physical facility, filing taxes as the business owners, being account holders on the entity's bank account, being listed as the principals on all incorporation documents required by this state, and having ultimate authority over all personnel and compensation decisions relating to the entity").
Additionally, it is clear from the record that Dr. Hernandez (1) did not possess the keys to the clinics; (2) did not own the equipment located within either clinic; (3) did not have access/control of the bank accounts of either clinic; (4) did not have authority to retain counsel and hire accountants; (5) was not responsible for any vendor bills; (6) was not involved in the day-to-day operational activities of the clinics; (7) did not determine the amounts billed to insurers; (8) was not in control of either clinics' payroll; (9) did not maintain patient records; and (10) did not dictate office policies and decisions pertaining to pricing, advertising, personnel, and hours of operation of the clinics. See Allstate Ins. Co. v. Schleub, 19 Fla. L. Weekly Supp. 561b (Fla. 9th Cir. Nov. 10, 2011). Hernandez received a weekly salary and never supervised business affairs in either clinic.
In fact, the record evidence demonstrates that Diaz was the true owner of MSCF. The record evidence demonstrates that Diaz: (1) was the only recipient of profit distributions from MSCF, see Diaz Dep. at 276, 283 (ECF No. 83-1); see also Checks from MSCF to Diaz (ECF 95-17); (2) was identified as the 100% owner of MSCF on her personal tax returns and the tax returns of the clinic, see Diaz Tax Returns (ECF Nos. 95-20, 95-21); MSCF Tax Returns (ECF Nos. 95-18, 95-19); (3) was personally taxed on MSCF's profits, id.; (4) was the only individual authorized
The record further demonstrates that Perez was the true owner of MDCF. The record evidence demonstrates that Perez: (1) was the only recipient of profit distributions from MDCF, see Perez Dep. at 273-76 (ECF No. 79-1); see also Perez and MDCF Tax Returns 2010-2012 (ECF Nos. 95-23, 95-24); (2) was identified as the 100% owner of MDCF on his personal tax returns and the tax returns of the clinic, see MDCF's Tax Returns (ECF Nos. 95-23, 95-25); (3) was personally taxed on MDCF's profits, see Perez and MDCF Tax Returns (ECF Nos. 95-23, 95-24, 95-25, 95-26); (4) was the only individual authorized to access the bank accounts and use the debit card for MDCF, see Perez Dep. at 163, 169 (ECF No. 79-1); (5) directed the activities of and provided all information to the accountant, Milton Ares, regarding MDCF, see Diaz Dep. at 268 (ECF No. 83-1); Ares Dep. at 41 (ECF No. 76-1); (6) directed the activities of attorney Neil Gonzalez regarding MDCF, see Retainer Agreement (ECF 95-27); Gonzalez Dep. at 81 (ECF No. 91-1); (7) was identified on the lease of MDCF from inception of the business, see MDCF Lease (ECF No. 95-28); (8) was identified on the insurance policy from the inception of the business, see Insurance Policy Application (ECF No. 95-29); and (9) controlled the day-to-day business operations of MDCF, see Defs.' SOF ¶ 50.
The evidence upon which Defendants rely in opposition to Plaintiffs' Motion can be quickly summarized. Defendants point to the deposition testimony and affidavits of Defendants Perez and Diaz where Defendants allege Hernandez owned the clinics. This evidence is self-serving and conclusory, and provides little, if any, actual evidence for the Court to consider. Defendants reference the appearance of Hernandez's name on the incorporation paperwork, AHCA paperwork, and stock certificates.
The Court finds that Defendants are unable to produce sufficient admissible evidence of a genuine dispute. The record before this Court clearly shows that Defendants Diaz and Perez were, in fact, the owners of MDCF and MSCF at all relevant times. It is evident that Defendants used Hernandez as a straw man in order to circumvent the HCCA's clinic licensure requirements. Considering the record evidence as a whole, the Court finds that no rational trier of fact could find that Hernandez wholly owned the clinics. Accordingly, there is no genuine issue of material fact that the clinics did not qualify for any applicable exemptions from the mandatory licensure requirement during the exemption period.
In May 2010, Perez and Diaz obtained clinic licenses for both MSCF and MDCF predicated upon representations to the AHCA that valid sales transactions had taken place for both clinics. However, the Court finds that there is no genuine issue of material fact that (1) Hernandez had no ownership interest to convey; (2) no money was actually exchanged, although the contrary was represented in the closing documents; (3) the referenced bill of sale was never executed; (4) referenced insurance was never obtained; (5) referenced payments for operating expenses were never paid; and (6) referenced conditions pertaining to a lease were never satisfied. See "Final Closing Documents" (ECF No. 95-5).
Defendants do not dispute the fact that the sale documents were not legitimate, that no money was exchanged, and that no sale actually occurred. The Court concludes that Defendants were the actual owners of MSCF and MDCF at all relevant times. Viewing all the evidence and all factual inferences reasonably drawn from the evidence, the Court finds that there is no genuine issue of material fact that the sale never took place, and relatedly, that the licenses subsequently obtained by the clinics were issued by the AHCA in reliance on fake documents and representations.
Licenses obtained in violation of a licensing statute or otherwise procured by fraud or deception have been found to be void ab initio. See Hyang Soon Cho v. U.S. Atty. Gen., 578 Fed.Appx. 931, 933 (11th Cir. 2014). Here, the Court concludes that the licenses issued to MSCF and MDCF were invalid, as they both contained false and/or misleading statements. Courts have "an affirmative duty to see the party violating public policy not benefit in any way as a result of his wrongdoing." Cooper v. Paris, 413 So.2d 772, 774 (Fla. 1st DCA 1982). Accordingly, the Court finds the licenses to be void ab initio.
To establish a claim under the FDUTPA, State Farm must show (1) a deceptive act or unfair practice, (2) causation, and (3) actual damages. Galstaldi v. Sunvest Communities USA, LLC, 637 F.Supp.2d 1045, 1056 (S.D.Fla.2009). A deceptive act or practice is "one that is likely to mislead consumers and an unfair practice is one that offends established public policy and one that is immoral, unethical, oppressive, unscrupulous or substantially injurious to consumers." Washington v. LaSalle Bank Nat'l Ass'n, 817 F.Supp.2d 1345, 1350 (S.D.Fla.2011). Fraudulent conduct in the context of billing for PIP benefits qualifies as a deceptive act for purposes of FDUTPA. See State Farm Mut. Auto. Ins. Co. v. Physicians Injury Care Ctr., Inc. ("PICC"), 427 Fed.Appx. 714, 723 (11th Cir.2011), rev'd in part on other grounds sub nom. State Farm Mut. Auto. Ins. Co. v. Williams, 563 Fed.Appx. 665 (11th Cir.2014); see also State Farm Mut. Auto. Ins. Co. v. Comprehensive Physician Servs., Inc., 2014 WL 7070832, at *3 (M.D.Fla.2014); State Farm Mut. Auto. Ins. Co. v. Physicians Grp. of Sarasota, L.L.C., 9 F.Supp.3d 1303, 1312-13 (M.D.Fla.2014); State Farm Mut. Auto. Ins. Co. v. Kugler, 2011 WL 4389915, at *12 (S.D.Fla.2011).
Defendants argue that the statutory exemption set out in Florida Statute Section 501.212(4)(a) precludes State Farm from pursuing a claim for violations of the FDUTPA. The Court rejects this contention. Addressing the same argument, the Eleventh Circuit has stated:
Physicians Injury Care Ctr., Inc., 427 Fed.Appx. at 723.
The Court finds that there is no genuine issue of material fact as to whether Defendants violated the FDUTPA. Defendants engaged in unfair and deceptive acts and practices in the conduct of their trade and commerce by unlawfully operating medical clinics, in violation of Florida law.
In order to establish the elements of a cause of action for unjust enrichment, State Farm must show that: (1) plaintiff has conferred a benefit on the defendant, who has knowledge thereof; (2) defendant voluntarily accepts and retains the benefit conferred; and (3) the circumstances are such that it would be inequitable for the defendant to retain the benefit without paying the value thereof to the plaintiff. Altamonte Springs Diagnostic Imaging, Inc., 2011 WL 6450769, at *5.
Defendants maintain that they provided adequate consideration for payment, and therefore, State Farm cannot succeed on its claim for unjust enrichment. However, this argument is based on a "flawed interpretation of the relevant statutes." State Farm Fire & Cas. Co. v. Silver Star Health & Rehab Inc., No. 6:10-CV-1103-ORL-31, 2011 WL 6338496, at *5 (M.D.Fla. Dec. 19, 2011) aff'd sub nom. State Farm Fire & Cas. Co. v. Silver Star Health & Rehab, 739 F.3d 579 (11th Cir. 2013). Florida law clearly states that a provider can refuse payment for services unlawfully rendered. Fla. Stat. § 627.736(5)(b)(1)(b). As a result of Defendants' conduct, Plaintiffs paid claims which it was statutorily entitled to deny. Accordingly, it would be inequitable to allow Defendants to retain those benefits, regardless of whether those services were medically necessary.
Here, the Court finds that State Farm conferred benefits on Defendants by making payments to them pursuant to illegal claims for benefits for its insureds. Defendants voluntarily accepted and retained these benefits from State Farm, despite their knowledge that the services purportedly rendered by them were not "lawfully provided" as required by Florida law. Defendants' retention of these benefits was wrongful, as established supra, pp. 1350-53. The Court finds that it would be unjust under these circumstances to allow Defendants to continue to retain these benefits despite their unlawful conduct. Accordingly, the Court finds summary judgment is appropriate on State Farm's claim of unjust enrichment.
While Defendants assert that a declaratory action is not the appropriate vehicle to resolve the question of whether State Farm properly refused to pay Defendants' outstanding invoices, the law clearly states otherwise. The Florida Supreme Court has held that "an insurer may pursue a declaratory action which requires a determination of the existence or nonexistence of a fact upon which the insurer's obligations under an insurance policy depend."
Defendants have engaged in unlawful conduct with respect to MSCF and MDCF by operating two medical clinics, MDCF and MSCF, without satisfying the mandatory licensure requirements. The Court finds there is no issue of material fact that none of the services for which Defendants submitted bills to State Farm were "lawfully provided" during the relevant time period. This period is the time from November 30, 2009, as to MSCF, and from June 8, 2009, as to MDCF. Accordingly, the Court finds it is appropriate to issue a declaratory judgment confirming that State Farm is not obligated to pay any of Defendants' bills to the extent they remain unpaid.
In their Motion for Summary Judgment, Defendants maintain that (1) Hernandez wholly owned MSCF outright and wholly owned MDCF between February 2009 and February 13, 2010, Defs.' Mot. at 6-8; (2) State Farm's interpretation of "lawfully provided," as used in Florida's No-Fault Law, contravenes generally accepted standards of statutory interpretation and the intent of the legislature, id. at 9-11; (3) the statutory exemption set out in section 501.212(4)(a), Florida Statutes, precludes State Farm from pursuing a claim for violations of the FDUTPA, id. at 11-14; (4) Defendants provided adequate consideration for payment, and therefore, State Farm cannot succeed on its claim for unjust enrichment, id. at 14-16; (5) a declaratory action is not the appropriate vehicle to resolve the question of whether State Farm properly refused to pay Defendants' outstanding invoices, id. at 16-17. However, the majority of these arguments function as responses to Plaintiffs' Motion for Summary Judgment and do not provide any support for entry of summary judgment in Defendants' favor.
Defendants also assert that they have established clear cases of breach of contract, account state, open account, service provided, and unjust enrichment against Plaintiffs, and therefore, entry of summary judgment on Defendant's Counterclaims is appropriate. Id. at 17-18. However, these assertions are not supported by any facts, and merely state that Defendants have established the elements of their claims. Defs.' Mot. at 17-18. Viewing the evidence in the light most favorable to State Farm, as the non-moving party, the Court finds no basis supporting entry of summary judgment in Defendants' favor. Furthermore, as the Court finds that State Farm is not obligated to pay any of the unpaid bills due to Defendants because the services were unlawfully provided, the Court finds no basis for Defendants' Counterclaims.
Therefore, Defendants' Motion for Summary Judgment is DENIED.
For the foregoing reasons, it is hereby ORDERED AND ADJUDGED that Plaintiffs'
Accordingly, it is hereby ORDERED AND ADJUDGED that:
The Clerk of Court is directed to CLOSE this case. All pending motions are DENIED AS MOOT.
