PUBLISHED


UNITED STATES COURT OF APPEALS
              FOR THE FOURTH CIRCUIT


MARTHA WARD, on behalf of                
herself and all others similarly
situated,
                   Plaintiff-Appellee,
                  v.
DIXIE NATIONAL LIFE INSURANCE
                                         
COMPANY; NATIONAL FOUNDATION
LIFE INSURANCE COMPANY,                       No. 08-2378
            Defendants-Appellants.


SOUTH CAROLINA DEPARTMENT OF
INSURANCE; RONALD DANIEL
ROTUNDA,
      Amici Supporting Appellants.
                                         
        Appeal from the United States District Court
       for the District of South Carolina, at Columbia.
            Joseph F. Anderson, Jr., District Judge.
                     (3:03-cv-03239-JFA)

                  Argued: December 1, 2009

                  Decided: February 8, 2010

  Before TRAXLER, Chief Judge, and WILKINSON and
             MICHAEL, Circuit Judges.
2                WARD v. DIXIE NATIONAL LIFE
Affirmed by published opinion. Judge Wilkinson wrote the
opinion, in which Chief Judge Traxler and Judge Michael
joined.


                         COUNSEL

ARGUED: Kenneth W. Starr, KIRKLAND & ELLIS, LLP,
Los Angeles, California, for Appellants. Richard Harpootlian,
RICHARD A. HARPOOTLIAN, PA, Columbia, South Caro-
lina, for Appellee. ON BRIEF: Susan E. Engel, Elizabeth M.
Locke, KIRKLAND & ELLIS, LLP, Washington, D.C.; J.
Calhoun Watson, Jr., SOWELL GRAY STEPP & LAF-
FITTE, LLC, Columbia, South Carolina; C. Allen Foster,
Kevin E. Stern, Robert P. Charrow, GREENBERG
TRAURIG, LLP, Washington, D.C., for Appellants. Graham
L. Newman, RICHARD A. HARPOOTLIAN, PA, Columbia,
South Carolina; Tobias G. Ward, Jr., TODD & WARD PC,
Columbia, South Carolina, for Appellee. Jeffrey A. Jacobs,
SOUTH CAROLINA DEPARTMENT OF INSURANCE,
Columbia, South Carolina, for South Carolina Department of
Insurance, Amicus Supporting Appellants. Professor Ronald
D. Rotunda, CHAPMAN UNIVERSITY SCHOOL OF LAW,
Orange, California, for Ronald Daniel Rotunda, Amicus Sup-
porting Appellants.


                         OPINION

WILKINSON, Circuit Judge:

   This case began as a relatively straightforward class action
suit for breach of contract. Martha Ward and other policy-
holders in the state of South Carolina (collectively, "plain-
tiffs") sued insurance companies National Foundation Life
Insurance Company ("National") and Dixie National Life
Insurance Company ("Dixie") (collectively, "defendants").
                 WARD v. DIXIE NATIONAL LIFE                   3
Plaintiffs alleged that defendants violated their contractual
promise under the insurance policies to pay policyholders the
"actual charges" of cancer treatments. The dispute centered on
the proper meaning of "actual charges": Plaintiffs contended
that the phrase meant the full amount a medical provider
billed patients for its services, while defendants argued that it
meant the lesser amount a medical provider received as pay-
ment from insurers for its services.

   After several procedural twists and turns, the question
reached this court, and in a previous decision, we adopted
plaintiffs’ definition of "actual charges." Ward v. Dixie Nat’l
Life Ins. Co., 257 Fed. Appx. 620 (4th Cir. 2007) (per
curiam). Shortly thereafter, however, the South Carolina leg-
islature enacted a statute adopting, in effect, defendants’ defi-
nition. On this latest appeal, defendants ask us to reverse the
trial court, apply the freshly enacted statutory definition to
this case, and overturn our prior decision. Because doing so
would undermine the presumption against statutory retroactiv-
ity and raise constitutional concerns, we decline defendants’
invitation. Defendants also raise a number of other issues
regarding class certification and the calculation of damages,
but we likewise find these arguments without merit. Accord-
ingly, we affirm.

                               I.

   All the class members in this case, including lead plaintiff
Martha Ward, are South Carolina residents who hold supple-
mental cancer insurance policies with defendants. The insur-
ance policies, which were initially issued by Dixie and later
assigned to National, obligate the insurer to pay its policy-
holders the "actual charges" of any covered cancer treatments
they undergo, in exchange for policyholders’ regular premium
payments. As "supplemental" insurance, the terms of the poli-
cies require defendants to make payments of "actual charges"
directly to policyholders, not to medical providers. Medical
providers often are paid for their services not by defendants
4                WARD v. DIXIE NATIONAL LIFE
but by primary insurers, such as Blue Cross or Medicare. In
this case, because many of the plaintiffs had both supplemen-
tal and primary insurance, they received payments for the
value of their cancer treatments even though they were not
paying out-of-pocket for those treatments. In this sense, the
supplemental cancer policies serve, as defendants explained in
letters to policyholders, to "provid[e] financial protection
against the catastrophic effects of health care costs."

   The policies do not define "actual charges." For the years
immediately following the policies’ issuance, Dixie, and then
National, paid "actual charges" based on the amount a medi-
cal provider charged for its services, usually as reflected in
the medical provider’s bill to its patients. This amount is usu-
ally greater than the amount actually received by medical pro-
viders as payment for their services. This is because medical
providers frequently enter into pre-negotiated agreements
with primary insurers in which they agree to accept a dis-
counted amount as payment-in-full for their services (or, in
the case of Medicare, are required under federal law to accept
a discounted amount as payment-in-full for their services).
The discounted amount paid to medical providers is shown on
explanation of benefits (EOB) statements and on Medicare
forms.

   In late 2001 or early 2002, National changed its payment
practice. Instead of basing "actual charges" on the full list
price of healthcare services, it began basing "actual charges"
on the lesser payment medical providers received. Its policy-
holders were not pleased. In March 2003, one policyholder,
Martha Ward, sued defendants in South Carolina state court,
claiming that by paying "actual charges" in the discounted
amount, defendants had breached the insurance contracts. In
response, defendants removed the action to federal court on
the basis of diversity jurisdiction.

  The United States District Court for the district of South
Carolina certified a statewide class of plaintiffs, which con-
                 WARD v. DIXIE NATIONAL LIFE                     5
sisted of all South Carolina residents "insured during the class
period under cancer policies from defendant Dixie National
Life Insurance Company, sold in South Carolina, where Dixie
promised to pay . . . ‘actual charges.’" Soon thereafter, both
parties filed motions for summary judgment, and the district
court initially granted summary judgment in favor of defen-
dants.

   Plaintiffs appealed the district court’s judgment, and this
court held that the phrase "actual charges," as used in plain-
tiffs’ insurance policies, was patently ambiguous, and that
under South Carolina law, that ambiguity had to be resolved
in favor of the insured. Ward v. Dixie Nat’l Life Ins. Co., 257
Fed. Appx. 620, 625-27 (4th Cir. 2007) (per curiam) (herein-
after, "Ward I"). Accordingly, this court adopted plaintiffs’
definition of actual charges: the amount billed by a medical
provider for a service, even if that amount is not the same as
the amount paid for the service by insurers. 

court in Ward I thus remanded the case back to the district
court with instructions to enter summary judgment in favor of
plaintiffs on their breach of contract claim. 

response to Ward I, and before the district court could
follow this court’s instructions on remand, the South Carolina
state legislature took action. It enacted a statute defining "ac-
tual charges" for all insurance policies of the type at issue
here: supplemental disease policies that do not otherwise
define the term. S.C. Code Ann. § 38-71-242(B). The defini-
tion adopted by the state legislature was, in effect, that advo-
cated by defendants and rejected by this court in Ward I. The
statute defines "actual charges" as the amount a medical pro-
vider accepts as payment-in-full for its medical services,
whether by pre-negotiated agreement with a third-party
insurer or by operation of law in the case of Medicare. 

(b). The statute further states:

    Notwithstanding any other provision of law, after the
    effective date of this section, an insurer . . . shall not
6                 WARD v. DIXIE NATIONAL LIFE
    pay any claim or benefits based upon . . . actual
    charges . . . in an amount in excess of the . . . "actual
    charges" . . . as defined in this section.

effective date of the statute was June
4, 2008.

   In light of the new legislative landscape, defendants moved
for judgment on the pleadings, arguing that the statute prohib-
ited them from paying "actual charges" as defined in Ward I.
The district court, however, denied their motion, holding that
the new statute did not apply retroactively to this lawsuit. The
court rested its holding on the presumption against statutory
retroactivity, under which a statute does not apply retroac-
tively unless the legislature clearly and explicitly expresses an
intent that it do so. In this case, the court did not find the nec-
essary clear and explicit intent, stating that "[n]othing in
either the legislative history or the language of § 38-71-242
unambiguously indicates that the statute is to be applied retro-
actively."

   Consequently, the district court determined that it was
bound to use this court’s definition of "actual charges" in
Ward I in lieu of the statutory definition. The district court
proceeded to follow this court’s instructions to enter summary
judgment in favor of plaintiffs and subsequently entered an
order awarding plaintiffs nearly $8 million in damages.
Attached to the order was a calculation of damages for each
of 182 class members, each of whom was a policyholder
whose policy contained the contested language clarified by
the decision in Ward I. Defendants now appeal.

                                II.

   Defendants’ primary contention on appeal is that the dis-
trict court erred in refusing to apply the South Carolina stat-
ute’s definition of "actual charges" in this case. For the
reasons explained below, we disagree.
                  WARD v. DIXIE NATIONAL LIFE                   7
                               A.

   Both federal and South Carolina courts employ a robust
presumption against statutory retroactivity. See, e.g., Land-
graf v. USI Film Prods., 

, 265 (1994); Jenkins
v. Meares, 

, 319 (S.C. 1990). Under this pre-
sumption, courts assume that statutes operate prospectively
only, to govern future conduct and claims, and do not operate
retroactively, to reach conduct and claims arising before the
statute’s enactment. See, e.g., 

, 269-
70; 

. Since legislatures generally
intend statutes to apply prospectively only, this rule of statu-
tory construction is a means of giving effect to legislative
intent. See Rivers v. Roadway Exp., Inc., 

, 304-
05 (1994).

   Although only a presumption, "the presumption against
retroactive legislation is deeply rooted in our jurisprudence,
and embodies a legal doctrine centuries older than our Repub-
lic." 

. It has been described as
"[a]mong the most venerable of the[ ] [judicial] default rules,"
Tasios v. Reno, 

, 549 (4th Cir. 2000), a "time-
honored presumption," Hughes Aircraft Co. v. U.S. ex rel.
Schumer, 

, 946 (1997), and a "rule of general
application." Fernandez-Vargas v. Gonzales, 

, 37
(2006) (citation and internal quotations omitted).

   When determining whether the presumption against retro-
activity bars the application of a statute in a given case, courts
perform a three-step analysis. See 

.
First, a court must "determine whether [the legislature] has
expressly prescribed the statute’s proper reach." 

is no need to resort to judicial default rules," and hence,
the presumption against retroactivity does not apply. 

legislature has not prescribed the statute’s reach,
a court must move to step two and "determine whether the
new statute would have a retroactive effect" if applied to the
case at hand. 

presumption against retroactivity
8                WARD v. DIXIE NATIONAL LIFE
again has no application, but if it does, the presumption is
triggered, and the court must then inquire under the third step
whether the presumption is overcome with "clear congressio-
nal intent" in favor of retroactivity. 

up a fight at each of the three steps along the way, we ulti-
mately find their arguments unpersuasive.

                               1.

   Under the first step of the analysis, we must decide whether
the South Carolina General Assembly expressly prescribed
the reach of the statute. 

legislature may
avoid triggering the presumption against retroactivity by
including an explicit provision stating that the statute governs
lawsuits already initiated prior to its enactment. Martin v.
Hadix, 

, 354 (1999); see also Fernandez-Vargas
v. Gonzales, 

, 38 (2006) (finding no express pre-
scription absent "any clause expressly dealing with" conduct
before the effective date, either expressly including it within
the statute’s ambit or expressly excluding it). The standard for
express prescription is "a demanding one," requiring prescrip-
tion that is truly express and unequivocal. See I.N.S. v. St.
Cyr, 

, 316 (2001). The South Carolina statute
here contains no such express and unequivocal language spec-
ifying whether it applies to lawsuits filed before its enactment,
such as this one.

   Defendants contend, however, that the South Carolina leg-
islature prescribed the statute’s reach by expressly applying
the statute to "any claim or benefits," without limitation and
without regard to when those claims or benefits arose. S.C.
Code Ann. § 38-71-242(C) (emphasis added). Since this par-
ticular litigation concerns "any claim or benefit," defendants
argue, the statute applies and the analysis ends there. We
think this argument misconstrues the first step of the analysis.

   The inquiry under the first step focuses on whether the leg-
islature has expressly prescribed the statute’s temporal reach,
                 WARD v. DIXIE NATIONAL LIFE                   9
not merely its substantive reach. See Martin v. 

. Thus, if a legislature wishes to avoid trigger-
ing the presumption against retroactivity, it may not merely
apply the statute to an expansive category of cases. It must
instead expressly not limit the statute’s temporal reach. See 

Supreme Court in Martin v. Hadix rejected a claim
virtually identical to defendants’. See 

that Congress had expressly prescribed the statute’s
reach by stating that it applied to "any action [brought] by a
prisoner who [is] confined." 

and internal
quotations omitted) (emphasis in original). The Court held
that this language "falls short" of the requisite express direc-
tive, because it failed to include "language more obviously
targeted to addressing the temporal reach of that [statute]." 

here, without a provision clearly
delineating the time period to which the statute applies, we do
not find that the South Carolina legislature expressly pre-
scribed its reach.

                               2.

   We accordingly proceed to the second step of the retroac-
tivity analysis to determine whether the statute, if applied to
this case, would operate retroactively. Landgraf v. USI Film
Prods., 

, 280 (1994). A statute operates retroac-
tively when it would attach new legal consequences to events
occurring prior to its enactment. 

statute may
have retroactive effect in a number of circumstances, includ-
ing, for example, when the statute "would impair rights a
party possessed when he acted, increase a party’s liability for
past conduct, or impose new duties with respect to transac-
tions already completed." 

Hughes Aircraft Co.
v. U.S. ex rel. Schumer, 

, 947 (1997) (explaining
that this list is non-exhaustive). This inquiry requires a "com-
monsense, functional judgment." Martin v. 

.

  If applied to this case, the South Carolina statute would
operate retroactively. It took effect on June 4, 2008 — at least
10                WARD v. DIXIE NATIONAL LIFE
six years after defendants’ underpayment of "actual charges"
to the policyholders gave rise to the suit, about five years after
the commencement of the suit, and almost one year after this
court resolved the meaning of "actual charges" in Ward I.
Applying the statute here would reach back to alter the legal
consequences of those events taking place before the statute
went into effect. Significantly, application of the statute here
would disrupt the rights and duties of the parties as adjudi-
cated in Ward I.

   Defendants attempt to argue that the statute, if applied,
would not operate retroactively, since it applies only to
unpaid claims of insurance benefits. Because the claims here
were not paid before the statute’s enactment, defendants sug-
gest, the statute does not apply to any conduct or transactions
occurring before the statute’s enactment. This argument, how-
ever, misses the mark. The claims in this case are unpaid only
insofar as they are under-paid. Defendants owed plaintiffs
"actual charges" at the time plaintiffs underwent the covered
cancer treatments and submitted their claims to defendants;
the fact that defendants have not yet fulfilled their obligations
does not somehow make those obligations unsettled or incom-
plete. In confronting a similar argument, the Supreme Court,
in Eastern Enterprises v. Apfel, 

, 532 (1998)
(citation omitted), held that the statute at issue would operate
retroactively, even though it "mandates only the payment of
future health benefits," because "it nonetheless ‘attaches new
legal consequences to [an employment relationship] com-
pleted before its enactment." Here, too, the South Carolina
statute would attach new legal consequences to claims and
obligations arising before the statute’s June 4, 2008 effective
date, even if those claims presently remain unpaid.

                                3.

   Finally, having determined that the presumption against
retroactivity is applicable to this case, we must decide under
the third step whether the presumption is overcome. Landgraf,
                  WARD v. DIXIE NATIONAL LIFE                  

. To overcome the presumption against retro-
activity, a legislature must clearly demonstrate an intent to
apply the statute retroactively. See 

undeni-
ably high, requiring an expression of legislative intent that is
obvious from the statute’s text. See S.C. Dep’t of Revenue v.
Rosemary Coin Machines, Inc., 

, 418 (S.C.
2000). Usually, legislative history is an insufficient indicia of
intent, and courts instead demand "express words evincing an
intent that it be retroactive or words necessarily implying such
an intent." Am. Nat’l Fire Ins. Co. v. Smith Grading & Pav-
ing, Inc., 

, 899 (S.C. 1995) (citation omitted);
see also Bowen v. Georgetown Univ. Hosp., 

,
208-09 (1988). The "words used [in the statute must be] so
clear, strong, and imperative that no other meaning can be
annexed to them, or . . . the intention of the legislature [must
be such that it] cannot be otherwise satisfied." U.S. Fid. &
Guar. Co. v. United States, 

, 313, 314 (1908). In
general, courts will apply a statute retroactively only if "that
result is so clearly compelled as to leave no room for reason-
able doubt," Hyder v. Jones, 

, 125 (S.C. 1978),
and will refuse to apply a statute retroactively absent "statu-
tory language . . . so clear that it could sustain only one inter-
pretation." Lindh v. Murphy, 

, 328 n.4 (1997).

   In this case, the South Carolina statute falls quite short of
this rigorous standard for overcoming the presumption against
retroactivity. Neither the statutory language nor the legislative
history evinces any intent to apply the statute’s definition to
the insurance contracts in this case, and if anything, supports
the opposite interpretation. Three considerations require this
conclusion. First, the statute states that it has no effect until
"after the effective date," June 4, 2008. S.C. Code Ann. § 38-
71-242(C) (emphasis added). Courts have repeatedly held that
the inclusion of an effective date is inconsistent with legisla-
tive intent to apply the statute retroactively. See, e.g., S.C.
Dep’t of Revenue v. Rosemary Coin Machines, Inc., 

, 418 (S.C. 2000); Pulliam v. Doe, 

,
863 (S.C. 1965). "A statement that a statute will become
12                WARD v. DIXIE NATIONAL LIFE
effective on a certain date does not even arguably suggest that
it has any application to conduct that occurred at an earlier
date." Landgraf v. USI Film Prods., 

, 257
(1994).

   Second, by its own terms, the statute declares that insurers
"shall not pay any claim" in excess of the statutory definition
of "actual charges." S.C. Code Ann. § 38-71-242(C) (empha-
sis added). The word "shall" typically suggests that the legis-
lature designed the statute to apply only prospectively; "[t]he
use of the future tense . . . effectually negatives any sugges-
tion that the statute was intended to apply retroactively." Link
v. Receivers of Seaboard Air Line Ry. Co., 

, 152
(4th Cir. 1934) (citation omitted).

   Third and finally, nothing in the statute’s legislative history
evidences a legislative desire to apply the statute’s definition
to this case. The South Carolina legislature knew about this
particular litigation when it enacted the statute and yet never
suggested that the statute apply to it. If the legislature wanted
to apply the statute to this case, it could have, should have,
and likely would have made that wish more apparent.

   Nonetheless, defendants argue that the presumption is over-
come here, since the South Carolina General Assembly
passed the statute in direct response to Ward I. Because the
legislature thought Ward I was wrongly decided, defendants
contend, the legislature necessarily must have wanted to apply
the statute on remand in order to overturn Ward I. As already
discussed, however, this view is unsupported by the statute’s
text and legislative history. Furthermore, as courts have previ-
ously recognized, the mere fact that a legislature enacts a new
law in order to correct or clarify a recent judicial decision
does not warrant an inference that the legislature intended the
new law to apply to the case giving rise to it. See Rivers v.
Roadway Exp., Inc., 

, 304-05 (1994); Condit v.
United Air Lines, Inc., 

, 1140 (4th Cir. 1980).
"The usual purpose of a special interpretive statute is to cor-
                  WARD v. DIXIE NATIONAL LIFE                   13
rect a judicial interpretation of a prior law which the legisla-
ture determines to be inaccurate. Where such statutes are
given any effect, the effect is prospective only." 

quotations omitted). Having concluded the three-
step retroactivity analysis, we conclude that the presumption
against retroactivity operates to bar the application of the
South Carolina statute to the claims here.

                                B.

   Defendants suggest, however, that our analysis seriously —
and unconstitutionally — constricts the proper sphere of legis-
lative authority. In defendants’ view, the surpassing intent of
the South Carolina legislature was to express its displeasure
with Ward I, undo its effects, and restore the defendants’ defi-
nition of "actual charges" to plaintiffs’ policies. To fail to
respect this intention, we are told, amounts to a stark assertion
of judicial supremacy. According to defendants and amici
who argue in their favor, the "state legislature is . . . owed def-
erence, not disregard, in its attempt to amend a state common
law rule of construction," Reply Br. of Appellants 10, and the
district court’s determination that "Ward I [would] trump a
validly-enacted statute by the South Carolina General Assem-
bly that was passed to repeal that very decision . . . upsets our
nation’s traditional principles of separation of powers." Br. of
Ronald D. Rotunda as Amicus 8. As expressed above, defen-
dants’ view fails to comport with the intention of the legisla-
ture as expressed in the wording of the enactment. And as
explained below, it is defendants’ view, not this court’s, that
invites the greater constitutional difficulty.

                                1.

   The law disfavors retroactivity, Bowen v. Georgetown
Univ. Hosp., 

, 208 (1988), in part because it
inevitably "raise[s] particular concerns." Landgraf v. USI
Film Prods., 

, 266 (1994). One such concern is
that of unfairness. See, e.g., 

By attaching new
14                WARD v. DIXIE NATIONAL LIFE
and perhaps unanticipated legal consequences to past conduct,
retroactive legislation threatens to "deprive citizens of legiti-
mate expectations and upset settled transactions." Gen.
Motors Corp. v. Romein, 

, 191 (1992).

   Another concern is that of unconstitutionality. In many
cases, retroactive legislation risks violating those provisions
of the Constitution in which "the antiretroactivity principle
finds expression." 

. In the criminal
context, for example, retroactive application of penal statutes
is flatly prohibited by the Ex Post Facto Clause. See Johnson
v. United States, 

, 701 (2000). Likewise, in the
civil context, retroactive application of statutes potentially
implicates the Contract Clause, the Takings Clause, the Due
Process Clause, and others. 

; see
also Eastern Enters. v. Apfel, 

, 504 (1998) (hold-
ing that retroactive application of a statute violated the Tak-
ings Clause); Link v. Receivers of Seaboard Air Line Ry. Co.,

, 153 (4th Cir. 1934) (noting that retroactive
application of a statute potentially violated the Contract and
Due Process Clauses).

   By limiting instances of statutory retroactivity, the pre-
sumption against retroactivity mitigates both fairness con-
cerns and constitutional concerns. Perhaps because
retroactivity so often raises fairness problems, courts often
explain the presumption’s purpose in those terms, praising the
presumption’s ability to preserve "elementary considerations
of fairness." See 

, 271. Of course a
presumption is just that, not an absolute. But as the Supreme
Court noted, "[A] requirement that [the legislature] first make
its intention clear helps ensure that [the legislature] itself has
determined that the benefits of retroactivity outweigh the
potential for disruption and unfairness." 

this
case, for example, applying the statute to overturn the adjudi-
cation in Ward I would, to say the least, disrupt the legitimate
expectations of policyholders who have purchased policies,
undergone their cancer treatments, and expected a measure of
                  WARD v. DIXIE NATIONAL LIFE                   15
reimbursement for those treatments under the adjudicated
standard. To upend the legitimate expectations of these cancer
patients and upset the prior adjudication of their policies
would fly in the face of the presumption, and we see nothing
in the South Carolina statute that persuades us the legislature
intended to work this sort of retrospective deprivation on its
citizens.

   Indeed, to ascribe this sort of intent to the legislature would
court its share of constitutional difficulties. Courts do not
lightly ascribe to legislatures an unconstitutional intent. See
Ashwander v. Tenn. Valley Auth., 

, 341-56
(1936) (Brandeis, J., concurring). For like the presumption
against retroactivity, the doctrine of constitutional avoidance
attempts to "giv[e] effect to [legislative] intent, not [to] sub-
vert[ ] it," since it is premised on the "reasonable" notion that
legislatures "d[o] not intend [an interpretation] which raises
serious constitutional doubts." Clark v. Martinez, 

, 382 (2005); see N.L.R.B. v. Catholic Bishop, 

, 501, 507 (1979); see also Zadvydas v. Davis, 

, 689 (2001); Mary Helen Coal Corp. v. Hudson, 

, 214 (4th Cir. 2000) ("As is our duty, we decline to inter-
pret the statute in a manner that gratuitously raises grave con-
stitutional questions."); Gold v. S.C. Bd. of Chiropractic
Exam’rs, 

, 119-20 (S.C. 1978) ("When the
issue is the constitutionality of a statute, every presumption
will be made in favor of its validity and no statute will be
declared unconstitutional unless its invalidity appears so
clearly as to leave no doubt that it conflicts with the Constitu-
tion.").

                                2.

   In this case, the constitutional difficulties do in fact pertain
to separation of powers, albeit not in the manner defendants
suggest. In cases like this one, in which it is contended that
the legislative branch acted not to supplant a judicial ruling
prospectively, which it of course may do, but to reverse the
16               WARD v. DIXIE NATIONAL LIFE
ruling of a particular case, separation of powers concerns are
implicated. As Alexander Hamilton warned in the Federalist:
"A legislature, without exceeding its province, cannot reverse
a determination once made in a particular case; though it may
prescribe a new rule for future cases." Federalist No. 81, at
483 (Clinton Rossiter ed., 1961).

   Both the U.S. Supreme Court and the South Carolina
Supreme Court have acknowledged the soundness of this gen-
eral rule. In Plaut v. Spendthrift Farm, Inc., 

, 219
(1995), the Court held that the Constitution prohibited legisla-
tion from operating retroactively to require courts to reopen
"final judgments." The Court reasoned that the Constitution
charged the judiciary — and the judiciary alone — with the
responsibility of saying what the law is in a particular case or
controversy, and once the judiciary does so, the legislature
"may not declare by retroactive legislation that the law appli-
cable to that very case was something other than what the
courts said it was." 

in original).

   The South Carolina Supreme Court, in no uncertain lan-
guage, employs an arguably even more stringent standard,
using separation of powers to prohibit the legislature from
enacting retroactive statutes that effectively overturn a "prior,
on-point judicial decision." JRS Builders, Inc. v. Neunsinger,

, 631 (S.C. 2005); see also Simmons v. Green-
ville Hosp. Sys., 

, 572 (S.C. 2003); Steinke v.
S.C. Dep’t of Labor, Licensing & Regulation, 

,
157 (S.C. 1999); Lindsay v. Nat’l Old Line Ins. Co., 

, 78 (S.C. 1974). In Steinke, for instance, the South
Carolina Supreme Court succinctly asked and answered:
"May the Legislature by a retroactive amendment overrule
this Court’s prior interpretation of a statute? We conclude the
Legislature may 

. The court explained
that because statutory construction is a judicial function, and
because "a judicial [interpretation] of a statute is determina-
tive of its meaning and effect," any subsequent law attempting
to modify that interpretation cannot apply retroactively with-
                 WARD v. DIXIE NATIONAL LIFE                 17
out impermissibly invading the judicial power. 

quotations omitted); see also JRS 

& n.2.

   These cases suggest that the South Carolina legislature’s
statutory definition of "actual charges" should not blithely be
read to contravene this court’s earlier judicial definition of
"actual charges" for the plaintiffs in Ward I. In Ward I, we
determined that "actual charges" meant the full amount a
medical provider billed for its services, and we directed the
entry of summary judgment against defendants on liability.
Ward v. Dixie Nat’l Life Ins. Co., 257 Fed. Appx. 620, 625-27
(4th Cir. 2007) (per curiam). The defendants now argue that
the South Carolina legislature has since come along and said
that "actual charges" really meant, for these particular plain-
tiffs and these precise policies, something else entirely: the
lower amount a medical provider actually received as pay-
ment for its services. S.C. Code Ann. § 38-71-242. Were we
to accept this argument, we would be forced to decide
whether the legislature’s action was unconstitutional under
Plaut on the ground that our decision in Ward I constituted a
"final judgment[ ]." Cf. Plaut v. Spendthrift Farm, Inc., 

, 219 (1995). Similarly, we would also have to decide
whether the legislature’s action was unconstitutional under
South Carolina law because it overturned a "prior, on-point
judicial decision." Cf. JRS Builders, 

.
That defendants’ argument raises these "grave constitutional
questions," Mary Helen Coal Corp. v. Hudson, 

,
214 (4th Cir. 2000), gives us reason enough to reject it.
Absent a clearer statement of intent, we will not assume that
the legislature sought to apply the new rule retrospectively
and provoke a fight of constitutional dimensions.

  In their strenuous insistence that the South Carolina statute
applies here, defendants and their amici argue that federal
courts must defer to state legislatures because it is within the
power of legislatures to alter common law rules of contract
construction, because plaintiffs lack vested rights in non-final
18                WARD v. DIXIE NATIONAL LIFE
judgments, and because it is within the power of states, not
the federal government, to regulate the insurance industry. See
Br. of Appellants 22, 29; Br. of Ronald D. Rotunda as Amicus
9-10. These propositions strike us by and large as unexcep-
tional, and we do not quarrel with them as general statements.
The problem with these propositions is not that they are at all
wrong in the abstract but that they all rest on the unwarranted
assumption that the South Carolina General Assembly
intended to apply the statute retroactively to this particular
case, thereby undoing the prior adjudicated definition. In this
way, defendants attempt erroneously to frame the issue as one
about what the state legislature may do, instead of one about
what it has done.

   As the district court found, however, "[n]othing in either
the legislative history or the language of § 38-71-242 unam-
biguously indicates that the statute is to be applied retroac-
tively." As we already noted, the text of the statute makes no
mention of retroactive application, uses the future tense
"shall," and includes an effective date. In fact, a legislative
committee declined to adopt suggested language that would
have declared the statute applicable to any policy that "has
been or will be issued." See J.A. 1432.

   Given the lack of clear legislative intent in favor of retroac-
tivity, we need not decide whether the state legislature could
apply the statute to this case. Here, the state legislature did not
apply the statute to this case. And indeed, as far as federalism
is concerned, South Carolina courts have been, if anything,
even more insistent than federal courts in demanding an
unambiguous expression of legislative intent before applying
a statute retroactively, a demand motivated in large part by a
concern for the proper judicial and legislative roles.

  Accordingly, we will not attribute to the General Assembly
a constitutionally suspect intent when it has not made any
such intent explicit. The framers of the Constitution, having
witnessed firsthand the "ruins of a system of intermingled leg-
                 WARD v. DIXIE NATIONAL LIFE                  19
islative and judicial powers," Plaut v. Spendthrift Farm, Inc.,

, 219 (1995), believed that "[o]ne branch . . .
cannot encroach on the domain of another without danger."
Plyler v. Moore, 

, 370-71 (4th Cir. 1996) (cita-
tion and internal quotations omitted). It takes little enough
imagination to project where lodging powers over particular
disputes in legislative hands might lead. "Were the power of
judging joined with the legislative, the life and liberty of the
subject would be exposed to arbitrary control." Federalist No.
47, at 300 (James Madison) (quoting Montesquieu) (Clinton
Rossiter ed., 1961). For the foregoing reasons, the district
court was right to deflect that prospect, accord the South Car-
olina statute a sound reading that steers free and clear of any
constitutional shoals, and respect this court’s prior mandate in
Ward I.

                              III.

 Defendants also raise several other contentions on appeal.
We shall address them in turn.

                               A.

   Defendants claim that the district court erred in certifying,
and then on defendants’ later motion, in not decertifying, the
class of statewide plaintiffs in this case. Defendants argue that
this was error for two reasons: first, because the "adequacy"
requirement of Federal Rule of Civil Procedure 23(a)(4) was
not met, and second, because the "predominance" requirement
of Federal Rule of Civil Procedure 23(b)(3) was not met.

   In considering defendants’ claim, we begin by noting a dis-
trict court’s "wide discretion" in deciding whether to certify
or decertify a class. Cent. Wesleyan College v. W.R. Grace &
Co., 

, 185 (4th Cir. 1993) (citations and internal
quotations omitted). Because a district court possesses greater
familiarity and expertise than a court of appeals in managing
the practical problems of a class action, 

              WARD v. DIXIE NATIONAL LIFE
decision is entitled to "substantial deference," especially when
the court makes "well-supported factual findings supporting
its decision." See Gunnells v. Healthplan Servs., Inc., 

, 434, 421 (4th Cir. 2003). We may reverse such a
decision only if the district court abused its discretion. Deiter
v. Microsoft Corp., 

, 465 (4th Cir. 2006). Here,
that standard is not satisfied.

   Under the adequacy requirement of Rule 23(a)(4), a district
court may certify a class only if the class representative "will
fairly and adequately protect the interests of the class." Fed.
R. Civ. P. 23(a)(4). Defendants claim that because the class
representative in this case, Martha Ward, will likely receive
enough in damages to offset any increased insurance premi-
ums resulting from this lawsuit, she cannot protect the inter-
ests of those class members whose damage awards are so
small that they stand to lose on net. The district court, how-
ever, did not abuse its discretion in concluding, after a
detailed factual analysis, that "[g]iven the identity of claims
between the named plaintiff and the class members, there is
no potential for conflicting interests in this action."

   For a conflict of interest to defeat the adequacy require-
ment, "that conflict must be fundamental." 

(citation and internal quotations omitted). A conflict is
not fundamental when, as here, all class members "share com-
mon objectives and the same factual and legal positions [and]
have the same interest in establishing the liability of [defen-
dants]." 

a conflict will not defeat the
adequacy requirement if it is "merely speculative or hypothet-
ical," 

and internal quotations omitted), and
in this case, the conflict rests on the uncertain prediction that
this lawsuit will cause premiums to increase enough to
adversely affect some members of the class.

   Defendants also contend that the class action fails under
Rule 23(b)(3)’s predominance requirement, which demands
that "questions of law or fact common to class members pre-
                 WARD v. DIXIE NATIONAL LIFE                  21
dominate over any questions affecting only individual mem-
bers." Fed. R. Civ. P. 23(b)(3). According to defendants,
individualized evidentiary issues regarding each class mem-
ber’s damage award would overwhelm any issues common to
all class members. Once again, however, we decline to find
that the district court’s careful conclusion was an abuse of dis-
cretion. To be sure, individualized damage determinations cut
against class certification under Rule 23(b)(3). See, e.g.,
Broussard v. Meineke Discount Muffler Shops, Inc., 

, 342-43 (4th Cir. 1998). But the district court did not
abuse its discretion in determining that the damage calculation
in this case was, at least in one important respect, not individ-
ualized. As the court explained, for all class members, dam-
ages equal "‘actual charges’ less amount paid." In other
words, the formula for damages was identical for all class
members, awarding them the difference between the amount
defendants should have paid (the higher amount charged by
medical providers) and the amount defendants actually paid
(the lower amount accepted by medical providers).

                               B.

   Defendants next claim that the district court erred by
awarding plaintiffs damages using explanation of benefit
(EOB) statements alone, without also requiring each plaintiff
to produce bills from their healthcare providers as proof of
"actual charges." Under defendants’ view, a proper calcula-
tion of damages would require both an actual bill (to reflect
"actual charges") and an EOB statement (to reflect the amount
already paid).

   The bill received by a patient is not the only appropriate
evidence of "actual charges." In fact, "actual charges" are evi-
denced not only by patients’ bills but also by EOB statements,
in the row labeled "Charge." The district court’s decision to
use EOB statements to prove damages was therefore prudent.
By including both "actual charges" and amount paid, an EOB
statement kills two birds with one stone, enabling the calcula-
22               WARD v. DIXIE NATIONAL LIFE
tion of damages with half the paperwork. A requirement that
each class member submit bills as additional proof of "actual
charges" would be unnecessary and impractical.

                               C.

   Defendants next claim that the district court erred in award-
ing damages to class members who are Medicare beneficia-
ries, since federal law prohibits medical providers from
sending Medicare patients bills showing "actual charges" and
instead allows them to send Medicare patients bills showing
only the amount received as payment from Medicare. Thus,
defendants argue, because there are no "actual charges" in the
case of Medicare beneficiaries, there are no damages.

   This argument, however, suffers from the same flaw as
defendants’ previous argument: it, in the district court’s
words, "place[s] undue significance on the medical patient’s
receipt of an initial bill." Because "actual charges" are simply
the non-discounted value of medical services, they exist
regardless of whether the amount is shown on a patient’s bill,
on an EOB statement, or, in the case of Medicare beneficia-
ries, on the forms a healthcare provider submits to Medicare
in order to get paid. "Medicare summaries show two charges
associated with medical services," the district court found,
both "the cost a medical provider assigns to its services and
the amount of payment the provider accepts as payment for its
services." Therefore, Medicare beneficiaries can prove "actual
charges" even though "actual charges" are not shown on their
bills.

   When "actual charges" are understood simply as the higher
price associated with medical services, it is clear that there is
no good reason to treat class members covered by Medicare
any differently from class members covered by private insur-
ance. In neither case do medical providers expect to receive
a payment of "actual charges" from patients, since in both
cases, patients have other coverage that pays a discounted
                 WARD v. DIXIE NATIONAL LIFE                  23
amount on their behalf. The fact that privately insured
patients, unlike Medicare patients, may see the amount they
are not required to pay, is simply irrelevant.

                               D.

   Defendants further contest the district court’s reliance on
six spreadsheets for the purpose of calculating plaintiffs’ dam-
ages. Each of the six spreadsheets contained a column reflect-
ing the equivalent of "actual charges," which was derived
from EOB statements, and a column reflecting the lower cost
already paid by defendants. Five of the spreadsheets were cre-
ated by defendants themselves in response to plaintiffs’ dis-
covery request. The remaining spreadsheet was prepared by
plaintiffs’ counsel, who used EOB statements provided by
defendants to generate the data. On the basis of these six
spreadsheets, plaintiffs’ damages expert, a certified public
account, compiled a final spreadsheet that synthesized the
numbers contained in the six spreadsheets and applied an
appropriate interest rate to determine the total damages for all
plaintiffs in the class. The district court predicated its damage
award on the expert’s conclusion.

   Given the defendants’ own role in creating the spreads-
heets, it is ironic that they now claim the spreadsheets are
unreliable and inadmissible as "double hearsay": "hearsay"
because the EOB statements were prepared by insurers
instead of medical providers to report medical providers’
charges, and "double" because the spreadsheets were prepared
by litigants and counsel instead of the insurers who supplied
the EOB statements. Thus, defendants claim, the district court
should not have permitted the spreadsheets’ use in determin-
ing damages. In the alternative, defendants suggest that the
district court should have required upwards of 500 medical
providers to come in and testify as to their "actual charges."

  We shall review the district court’s decision to accept evi-
dence for abuse of discretion. United States v. Vidacak, 553
24               WARD v. DIXIE NATIONAL LIFE
F.3d 344, 348 (4th Cir. 2009). In this case, the district court
did not abuse its discretion by basing its damages award on
the data in the six spreadsheets. Under Federal Rule of Evi-
dence 703, plaintiffs’ expert was permitted to rely upon cer-
tain "facts or data," even if hearsay, if they are "of a type
reasonably relied upon by experts in the particular field in
forming opinions or inferences upon the subject." Here, plain-
tiffs’ damages expert did just that, relying upon data con-
tained in the six spreadsheets to form his opinion on the
amount of total damages for all class members. When asked
directly whether the spreadsheets were of the type "that some-
body that is an expert in your area would normally rely on to
reach an opinion," plaintiffs’ expert answered uncondition-
ally, "[y]es." Defendants did not present any evidence to con-
tradict that testimony. Accordingly, we hold that the district
court did not abuse its discretion.

                               E.

   We turn now to defendants’ final contention. Defendants
argue that the district court erred in declining to offset dam-
ages by the higher insurance premiums that plaintiffs poten-
tially would have paid absent a breach. Defendants produced
expert testimony that if defendants had been paying "actual
charges" as defined in Ward I all along, defendants would
have charged plaintiffs an extra $2.7 million or so in premi-
ums. According to defendants, it is a fundamental legal prin-
ciple that a party to a contract should be put in no better a
position than it would have been in had the other party to the
contract performed its end of the bargain. See Restatement
(Second) of Contracts § 347; 11-55 Corbin on Contracts
§ 55.3. Thus, defendants argue, the total damages award
should be reduced by $2.7 million.

   As an initial matter, we note that this argument assumes
that, at the time they entered into the insurance contracts here,
the parties understood defendants’ contractual obligation to
mandate the payment of "actual charges" only in the lower
                 WARD v. DIXIE NATIONAL LIFE                  25
amount accepted as payment-in-full by medical providers.
This claim is dubious, especially since, as the district court
pointed out, it "ignores that [defendants] at one time paid ben-
efits according to the higher, fictional amount for the medical
services at issue, and that they later began to view the cover-
age provided by their insurance policies to extend only to the
lower amount." If in fact defendants believed they had prom-
ised to pay "actual charges" in the higher amount at the outset,
then plaintiffs were paying for that promise all along in the
form of higher premiums. In such a case, allowing defendants
to offset damages would be unnecessary and, as the district
court explained, "amount[ ] to a substantial re-writing of the
policy." Plaintiffs should not be denied the benefit of their
bargain.

   Moreover, as the district court also acknowledged, even if
we accept the "familiar principle that no party may be placed
in a better position by reason of a breach," that principle "is
not a license for speculation." Here, we think the proposed
damages offset is too largely in the realm of speculation. The
district court found that it was far from a sure thing that
defendants would have charged higher premiums at all, and
even if they had, that the amount of the premium hike was lit-
tle more than a guess:

    [T]he proposition that [defendants] can look back at
    their loss experience data, come up with how they
    would have increased their rates based on that loss
    experience data, proceed on the assumption that the
    South Carolina Department of Insurance would have
    approved the hypothetically requested rate increases
    [as is required by law], and alter the premium pay-
    ments under these insurance contracts is . . . specula-
    tive.

We see no reason to overturn the district court’s determina-
tion that the increased premiums were insufficiently certain to
justify offsetting damages here.
26                 WARD v. DIXIE NATIONAL LIFE
                                IV.

     For the foregoing reasons, the judgment of the district court
is

                                                    AFFIRMED.