MEMORANDUM OPINION

WILLIAM D. QUARLES, JR., District Judge.

Feldman's Medical Center Pharmacy, Inc. ("Feldman's") and Pharmacy Management Associates, LLC ("PMA") sued Care-First, Inc ("CareFirst") and others1 in the Circuit Court for Baltimore City, alleging intentional interference with economic relations and other claims. Independence and QCC removed the lawsuit to this Court. For the following reasons, the Plaintiffs' motion to remand will be granted and the action, and all other pending motions, will be remanded to the Circuit Court for Baltimore City.2

I. Background3

The Defendants are health insurers. See Am. Compl. ¶¶ 3-6, 76. The Association is a national federation that licenses 39 locally operated Blue Cross and Blue Shield companies, including CareFirst, a Maryland corporation, and Independence, a Pennsylvania corporation.4 QCC, a Pennsylvania corporation, is a whollyowned subsidiary of Independence. Am. Compl. ¶ 6.

Feldman's is a Maryland corporation. Am. Compl. ¶ 1. In the 1970s, it began operating a retail pharmacy that dispensed specialty drugs.5 Feldman's regularly submitted reimbursement claims to Care-First for the drugs that it dispensed to patients insured by CareFirst and Independence.6

In October 2007, PMA, a Maryland limited liability company, purchased Feldman's. Am. Compl. ¶¶ 2, 60, 69. The pharmacy became "increasingly focused" on dispensing specialty drugs to treat hemophilia,7 such as synthetic factors that aid in blood clotting. See Am. Compl. ¶¶ 14, 36, 52. Synthetic factors, which are injected into the bloodstream, cost "tens of thousands of dollars a month" because of the "time it takes to manufacture the drugs, the small number of hemophilia patients in the United States, and the frequency of the required injection treatments."8

Before dispensing factor drugs to Care-First patients, Feldman's "checked the patients' benefits" and "received [an oral] precertification for the prescription from CareFirst." Am. Compl. ¶ 315. Feldman's began "submitting [reimbursement] claims for relatively large numbers of hemophilia patients" as its "business grew substantially in a short ... time." Am. Compl. ¶¶ 71, 128.

Sometime after PMA acquired Feldman's, CareFirst stopped paying the pharmacy's reimbursement claims.9 On October 26, 2007, Calvin Sneed, an antifraud consultant for the Association, asked the Association's antifraud managers to contact the Association's licensee in Louisiana with any information about "exposure to" FCS Pharmacy ("FCS"), which is affiliated with PMA. Am. Compl. ¶¶ 147, 148. After Sneed's October 2007 request, the Association and the special investigation units of its licensees formed a "strike force" to coordinate their investigations of FCS and other pharmacies dispensing synthetic factors. Am. Compl. ¶ 150. On December 5, 2007, CareFirst investigator Jaime Hanson emailed another investigator about Care-First's "serious exposure" to FCS that "warranted] investigation." Am. Compl. ¶ 151.

On February 6, 2008, Sneed coordinated a conference call for medical directors of the Association's licensees. Am. Compl. ¶ 154. Before the conference call, Sneed distributed a memorandum about "whether it was possible to establish coverage and/or payment restrictions on [f]actor drugs due to the high cost of such drugs." Id. On February 12, 2008, Sneed asked all Association licensees for "data relating to the amount of payments made to pharmacies dispensing [synthetic factor]." Am. Compl. ¶ 157. The request "specifically excluded patients who received factor[s] from large, national, or institutional providers." Id.

CareFirst "regularly" told other Association licensees and law enforcement officials that Feldman's was committing fraud. Am. Compl. ¶ 186. The Food and Drug Administration (the "FDA") investigated allegations by the Association and its licensees that Feldman's was "dispensing more [f]actor medicine than a patient needed" and diverting it to a gray market10 where Feldman's sold the medicine for cash. Am. Compl. ¶¶ 190-94.

On February 20, 2008, the FDA closed its investigation after finding "no evidence of the suspected diversion." Am. Compl. ¶ 196. CareFirst continued to assert that Feldman's was diverting synthetic factors to the gray market, and denied payments to Feldman's. Am. Compl. ¶ 197.

On March 13, 2008, CareFirst's pharmacy director, Winston Wong, told Care-First's antifraud investigators that the company "had not found any real problems with Feldman's." Am. Compl. ¶ 160.

In April 2008, the National Health Care Antifraud Association hosted its annual pharmacy conference, where an agent with the Federal Bureau of Investigation ("FBI") asked anyone "dealing with hemophiliacs to contact him." Am. Compl. ¶ 162. Hanson, CareFirst's investigator, attended the conference and contacted the FBI agent. Id. "[T]he FBI was not impressed with [Hanson's] information," and "never pursued a formal investigation of Feldman's." Am. Compl. ¶ 163.

On June 2, 2008, Independence asked Feldman's for "information and documents," and thereafter stopped paying Feldman's claims. Am. Compl. ¶ 108.

On June 19, 2008, CareFirst "officially" opened an investigation of Feldman's. Am. Compl. ¶ 164. CareFirst, Independence, and the Association interviewed "numerous" Feldman's employees and patients, and advised patients to "consider a switch" to pharmacy services operated by CareFirst's pharmacy benefit managers.11 Many patients left Feldman's. Am. Compl. ¶ 264.

On June 26, 2008, CareFirst investigators conducted an on-site audit of Feldman's. Am. Compl. ¶ 169. Although the audit revealed no wrongdoing, CareFirst put a "hold" on all claims for reimbursement. Am. Compl. ¶¶ 170. CareFirst did not inform Feldman's of the hold, but advised other Association licensees not to pay Feldman's. Am. Compl. ¶¶ 177, 319. On "numerous occasions," CareFirst told Independence that it was denying claims because Feldman's had "improper licensure." Am. Compl. ¶ 178.

On August 21, 2008, CareFirst refused to renew its contract with Feldman's because it lacked a Residential Service Agency license (an "RSA license"). Am. Compl. ¶ 233. An RSA license is required under Maryland law to provide health care services in a patient's home. Am. Compl. ¶ 219. On August 22, 2008, a PMA employee emailed CareFirst to explain that Feldman's did not provide services in patients' homes and, thus, did not require an RSA license. Am. Compl. ¶ 234. Care-First continued to give Feldman's precertification for factor medicine claims, but denied reimbursement claims. See Am. Compl. ¶¶ 240, 317-18.

On October 6, 2008, Hanson sent an email to CareFirst colleagues about Sneed "talking to FDA and FBI agents in Texas [about] a possible diversion case." Am. Compl. ¶ 198. On October 29, 2008, representatives of Sneed, CareFirst, and Independence attended a strike force meeting in Pennsylvania.12

On December 11, 2008, Feldman's obtained an RSA license because of "Care-First's insistence," but CareFirst continued to deny reimbursement claims. Am. Compl. ¶¶ 236-37, 240.

On February 12, 2009, Hanson told Independence investigators that Feldman's lacked the proper license for dispensing factor drugs. Am. Compl. ¶ 298. On February 13, 2009, Independence told Feldman's that it had been rejecting claims because of CareFirst's determination that Feldman's "did not have the appropriate licensing." Id. Independence told other Association licensees that Feldman's lacked necessary licenses. Am. Compl. ¶ 227.

On March 25, 2009, Hanson wrote a memo to Stacy Bredenstein, CareFirst's associate director of network management, requesting that CareFirst investigators "be included in the decision whether to extend a new contract to Feldman's." Am. Compl. ¶ 214. Hanson cited "`possible diversion' as the reason for the scrutiny." Id.

On April 30, 2009, Hanson told Sneed in an email that "CareFirst had decided not to offer Feldman's a new contract and ... was just looking for the strongest ex post justification for its denial." Am. Compl. ¶ 215.

A. Prior Litigation

1. The Maryland Action

On June 1, 2009, Feldman's sued Care-First in the Circuit Court for Baltimore County for breach of contract, unjust enrichment, and bad faith. Feldman's Med Ctr. Pharmacy, Inc. v. CareFirst, Inc., 723 F.Supp.2d 814, 816 (D.Md.2010). Feldman's alleged that CareFirst had violated a 1997 provider agreement13 because Feldman's was a participating provider, the factors it dispensed to CareFirst members were "Covered Services," and Care-First had refused to "correctly and timely pay" more than $1.5 million in "legitimate claims" for reimbursement. Id. Feldman's alleged alternatively that it was entitled to reimbursement because CareFirst members had assigned their benefits to Feldman's.14

On February 1, 2010, CareFirst removed the lawsuit to this Court. Id. at 817. CareFirst argued that, to the extent that Feldman's had sued as the assignee of CareFirst members, its claims were completely preempted by the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. §§ 1001, et seq., thus "providing federal question jurisdiction." Id.

On June 29, 2010, the Court found that any "assignment-based claims [were] completely preempted by ERISA," and denied Feldman's motion to remand. Id. at 815, 821. The Court found that "a healthcare provider may acquire derivative standing under ERISA by obtaining a written assignment from a participant or beneficiary of his right to payment of medical benefits." Id. at 819. The Court further found that the "only theory of recovery under the assignments" — the wrongful denial of benefits — "directly implicated ERISA," and would require the Court to interpret ERISA plans. Id. at 820-21.

On August 20, 2010, CareFirst agreed "to pay the claims at issue." See Feldman's Med. Ctr. Pharmacy, Inc. v. CareFirst, Inc., 823 F.Supp.2d 307, 313 (D.Md.2011).

2. The Pennsylvania Action

On September 9, 2009, Feldman's and others sued Independence, QCC, and CareFirst in the Eastern District of Pennsylvania for wrongful denial of "at least" $1.48 million in benefits, in violation of ERISA.15 As in the Maryland Action, Feldman's alleged that it had provided factor drugs to participants or beneficiaries of ERISA plans administered or underwritten by the Defendants; the participants or beneficiaries had assigned Feldman's their rights to benefits under those plans; and the Defendants had failed to reimburse Feldman's. Templin, 2011 WL 3664427, at *1.

By May 13, 2011, Independence and QCC had "approved the payment of the... claims" and CareFirst had "disbursed the actual payments." Id. at *2.

B. Feldman's Goes Out of Business

After PMA acquired Feldman's, accounts receivable "ballooned" from $430,000 to more than $3 million. Am. Compl. ¶ 252. In March 2009, Feldman's "began to wind down its business." Am. Compl. ¶ 72. On April 16, 2009, Hanson told other Association licensees during a conference call that Feldman's was "a problem company." Am. Compl. HI 304-05.

By July 2009, accounts receivable at Feldman's had grown to $3.95 million, and Feldman's defaulted on its bank loans. Am. Compl. ¶ 252. On August 7, 2009, Hanson told an investigator with the Association's Louisiana licensee that Feldman's had filed for bankruptcy. Am. Compl. ¶¶ 187, 188, 302. It had not. Am. Compl. 11302.

On December 17, 2009, PMA sold all of Feldman's assets "at fire sale prices." Am. Compl. ¶¶ 55, 145, 253.

C. The Pending Lawsuit

On December 22, 2011, the Plaintiffs filed this action in the Circuit Court for Baltimore City. ECF No. 44 at 2. On January 18, 2012, the Plaintiffs filed an amended complaint alleging that the Defendants had "participated in a scheme" to

On February 24, 2012, Independence and QCC removed the lawsuit to this Court, arguing that "all or part of the purported state law claims" are preempted by ERISA.18

On March 2, 2012, Independence and QCC moved to dismiss the complaint. ECF No. 8. On March 5, 2012, CareFirst moved to dismiss. ECF No. 9. On March 19, 2012, the Association moved to dismiss. ECF No. 36.

On April 23, 2012, the Plaintiffs moved to remand, and opposed the motions to dismiss. ECF Nos. 44, 45. On May 21, 2012, the Defendants filed a joint opposition to the motion to remand. ECF No. 49. On May 25, 2012, the Defendants filed a joint reply in further support of thenmotions to dismiss. ECF No. 51. On June 19, 2012, the Plaintiffs filed a reply in further support of the motion to remand.19

II. Analysis

A. Motion to Remand

The Plaintiffs argue that the Court lacks subject matter jurisdiction — and must remand the case — because the Plaintiffs "are not participants, beneficiaries or fiduciaries of an ERISA plan," and they have pled only state law claims that do not "fall within the scope of ERISA or require interpretation of an ERISA plan." ECF No. 44 at 3.

The Defendants counter that the Court has jurisdiction because the Plaintiffs' claims "are based on allegations that [the] [Defendants improperly processed reimbursement requests for ERISA benefit claims." ECF No. 49 at 1. They argue that removal was proper under the complete preemption doctrine because the Plaintiffs' claims are "subsumed by" ERISA § 502(a) and cannot be resolved without reviewing ERISA plan documents. Id. at 3.

1. Removal

A party may remove to federal court "any civil action brought in a State court of which the district courts of the United States have original jurisdiction." 28 U.S.C. § 1441(a). The removing party bears the burden of showing that the district court has jurisdiction, see Strawn v. AT & T Mobility LLC, 530 F.3d 293, 296 (4th Cir.2008), and the Court "must strictly construe removal jurisdiction" because it "raises significant federalism concerns." Mulcahey v. Columbia Organic Chems. Co., 29 F.3d 148,151 (4th Cir.1994).

The district courts have federal question jurisdiction "of all civil actions arising under the Constitution, laws, or treaties of the United States." 28 U.S.C. § 1331. Generally, removal on the basis of federal question jurisdiction is appropriate only if the plaintiffs "well-pleaded complaint" raises issues of federal law. Lontz v. Tharp, 413 F.3d 435, 439 (4th Cir.2005). Thus, "state law complaints usually must stay in state court when they assert what appear to be state law claims." Id. at 441.

The complete preemption doctrine is a "narrow exception" to this rule. See Lontz, 413 F.3d at 439-40. Under this doctrine, "if the subject matter of a putative state law claim has been totally subsumed by federal law ... then removal is appropriate."20 `The presumption," however, "is against finding complete preemption." Id. at 440.

2. ERISA and Complete Preemption

"ERISA's civil enforcement provision, § 502(a), completely preempts state law claims that come within its scope and converts these state claims into federal claims under § 502."21 A state claim is preempted by § 502 if: (1) the plaintiff has standing under § 502(a); (2) the claim is within the scope of § 502(a); and (3) the claim is not capable of resolution without interpretation of the ERISA plan.22

a. Whether the Plaintiffs Have Standing Under § 502(a)

Under § 502, "[a] civil action may be brought ... by a participant23 or beneficiary24... to recover benefits due to him," or to enforce or clarify "his rights to future benefits under the terms of the plan." 29 U.S.C. § 1132(a)(1). A participant or beneficiary may also sue "[a]ny person who is a fiduciary with respect to a plan who breaches any of [his] responsibilities, obligations, or duties." Id. § 1132(a)(2); id. § 1109(a).

Healthcare provider claims are "usually not subject to complete preemption" because healthcare providers "generally are not considered `beneficiaries' or 'participants' under ERISA."25 However, as this Court noted in the Maryland Action, "a healthcare provider may acquire derivative standing under ERISA by obtaining a written assignment from a participant or beneficiary of his right to payment of medical benefits." Feldman's, 723 F.Supp.2d at 819. Derivative standing comports with "the underlying purpose of ERISA — to protect the interests of participants in employee benefit plans and their beneficiaries" — by "giv[ing] a person otherwise unable to file a claim under ERISA an opportunity to receive benefits that properly belong to a plan participant or beneficiary."26

The Defendants argue that the Plaintiffs have ERISA standing for the same reasons that Feldman's had standing in the Maryland Action:

ECF No. 49 at 5 (internal footnote omitted). The Defendants argue that the Maryland and Pennsylvania Actions challenged the Defendants' "processing of ERISA benefit claims under [the] purported assignments," and "[t]he only distinction in this case is that [the][P]laintiffs now seek the consequential damages Feldman's allegedly suffered as a result of how those same benefit claims were processed." Id.

Although they concede that Feldman's obtained assignments,27 the Plaintiffs argue that — unlike the earlier litigation — they have not sued here as assignees; rather, they "are suing for harm caused directly to them." ECF No. 44-1 at 20. The Plaintiffs further argue that they lack derivative standing because the patients could not have brought the asserted destruction-of-business claims. Id. at 16.

An assignee "stands in the shoes of [its] assignor," and only "has standing to assert whatever rights the assignor possessed."28 ERISA plan participants and beneficiaries can sue for breach of fiduciary duty, to recover benefits, or to enforce or clarify their rights under their plans. See 29 U.S.C. §§ 1109, 1132(a). Thus, the Court's standing inquiry merges with the next step in the preemption analysis: determining whether the Plaintiffs have stated a § 502(a) claim.29

b. Whether Any Claim Is Within the Scope of § 502(a)

The Defendants argue that the Plaintiffs allege "two primary categories of wrongdoing" that fall within the scope of § 502(a): the Defendants' (1) "untimely processing and reimbursement of Feldman's factor-related ERISA benefit claims," and (2) "alleged breach of fiduciary duty, by failing to administer ERISA plans solely in the interests of their participants." ECF No. 49 at 11. The Defendants contend that Feldman's "allegedly suffered harm in its status as an assignee" because of how the Defendants "processed the assigned ERISA benefit claims [that] Feldman's submitted for reimbursement." Id. at 12 n. 7.

The Plaintiffs argue that the Defendants "gross[ly] misread[]" the amended complaint, which has "nothing to do with an ERISA plan, a particular claim, or a particular patient." ECF No. 44-1 at 20-21, 5. They contend that all their claims "relate to the interference by [the] Defendants in [their] business relationships[,] leading to the ultimate destruction of those business relationships and [the] Plaintiffs' business." Id. at 25.

"[H]ow a plaintiff denominates [its] claim does not determine whether [the claim] is within the scope of § 502(a)."30 The Court must consider the facts alleged. If a claim "could be brought as an enforcement action Under § 502," it is "actually [an] ERISA claim[]." Darcangelo, 292 F..3d at 190-91. Thus, a cause of action that seeks to recover benefits due under an ERISA plan is within the scope of § 502(a),31 but preemption does not apply when a claim merely challenges withholding of compensation under an employment agreement to fund an ERISA plan.32 Similarly, ERISA may preempt a claim that seeks as damages "the actual value of the... benefits" due under a plan,33 but does not subsume a claim that merely references benefits denied under an ERISA plan.34 Even when purported state law claims "affect and involve ERISA plans," they are not preempted if they assert misconduct that does not "have anything to do with [the defendant's] duties with respect to the plan."35

The Plaintiffs allege that the Defendants destroyed the Plaintiffs' business by withholding payments on reimbursement claims, instigating frivolous investigations, spreading false rumors, and encouraging the Plaintiffs' customers to fill their prescriptions elsewhere. This differs from "[t]he core allegation underlying a § 502(a) claim" — that "a plan participant or beneficiary was denied a benefit ... or that the manner of administering the benefits caused the participants or beneficiaries some injury."36 The Plaintiffs do not seek to recover for harm to beneficiaries or participants. They do not seek benefits under their patients' ERISA plans, or damages equal to the amount of reimbursement claims they submitted under the terms of an ERISA plan. See Warren, 1997 WL 701413, at *3. Instead, the Plaintiffs seek $8 million in damages — presumably, the Plaintiffs' valuation of Feldman's before it went out of business. See, e.g., Am. Compl. 60.

Although several claims refer to the Defendants' handling of reimbursement claims,37 those details merely "provide a background factual explanation" of the parties' relationship. See Franciscan Skemp Healthcare, 538 F.3d at 599. The Plaintiffs allege a harm "independent from any harm suffered by [ERISA] [p]lan [b]eneficiaries" or participants, see Sonoco Prods. Co., 338 F.3d at 374, and, thus, do not "stand[] in the shoes" of their assignors, see Yarde, 1995 WL 539736, at * 13-14.

Because the Plaintiffs are not suing as the assignees of beneficiaries or participants, nor seeking to enforce a remedy under § 502, complete preemption does not apply.38 Thus, the Court must remand the lawsuit.39

III. Conclusion

For the reasons stated above, the Plaintiffs' motion to remand will be granted and the action, and all other pending motions, will be remanded to the Circuit Court for Baltimore City.