Michael A. Fagone, United States Bankruptcy Judge.
Many would agree that the market for healthcare in this country differs, in several material respects, from the markets for other goods. Some would agree that the healthcare market suffers from several anomalies. The plaintiff in this adversary proceeding, a critical access hospital in Calais, Maine, seeks to wield fraudulent transfer law to address one of these perceived anomalies: pricing. More specifically, the plaintiff asserts that the defendant, an insurance company, did not pay reasonably equivalent value for the healthcare services that the plaintiff provided to insured patients. The plaintiff seeks to recover amounts in excess of the amounts that the defendant agreed to pay for those services.
The defendant contends that the complaint fails to state a claim upon which relief may be granted and must therefore be dismissed. The defendant's motion to dismiss is well-founded and will be granted in substantial part.
In most instances, the Rule 12(b)(6) prism is translucent. To determine whether a pleading states a claim upon which relief can be granted, the allegations contained in the pleading are separated into two groups: (1) the well-pleaded allegations of fact, which must be credited as true and viewed in the light most favorable to the pleader, and (2) legal conclusions and unadorned recitals of statutory elements, which must be disregarded. See
As is often the case, the Rule 12(b)(6) framework has been clouded by a defendant eager to bring a nascent lawsuit to an early end. Here, Anthem has asked the Court to look to a number of extrinsic documents that, in Anthem's view, "show that Anthem actually provided reasonably equivalent value for the services ... provided to Anthem's members[.]" [Dkt. No. 8 p. 2.] Given the relative lack of detail for many of the central factual allegations, Anthem's effort to provide additional details is understandable. Some of the extrinsic documents may be closely connected with the claims advanced by Calais Regional Hospital ("CRH"), such that consideration of the documents in this procedural setting might be permissible. And yet, CRH has avoided incorporating the documents into the complaint and has reserved the right to challenge Anthem's characterization of them. More fundamentally, Anthem's motion does not present an opportunity to resolve the parties' dispute about whether Anthem did, or did not, provide
CRH is a non-profit corporation operating as a critical access hospital in Calais, Maine. Anthem is a corporation that provides insurance to individuals, either directly or through employer-based health plans. On September 17, 2019 (the "Petition Date"), CRH filed its chapter 11 case and now continues as a debtor-in-possession.
During the six years prior to the Petition Date, CRH entered into one or more contracts ("Contracts") with Anthem regarding the rates Anthem agreed to pay CRH for goods or medical services ("Medical Services") for individuals insured by Anthem ("Insureds"). During that same period, CRH also entered into one or more agreements with Anthem regarding repayment of amounts allegedly overpaid by Anthem to CRH under the Contracts ("Collection Agreements"). For example, under the Collection Agreement made in July 2019, CRH agreed to a settlement payment plan for calendar year 2018, consisting of certain weekly deductions from Anthem's regular payments to CRH in 2019, followed by a lump-sum payment due at the end of December 2019.
During the six years prior to the Petition Date, CRH provided Medical Services to Insureds. During this period, CRH billed Anthem for the Medical Services provided to Insureds and received payments from Anthem in amounts less than the billed amounts. After receipt of these payments, CRH wrote off, parted with, or otherwise released unpaid accounts receivable or claims for further payment from Anthem. The rates paid by Anthem to CRH for some or all of the Medical Services provided by CRH were less than the rates Anthem or an affiliate paid to other hospitals in Maine and outside of Maine for the same or similar services. Anthem or an affiliate paid higher rates to certain hospitals due to the negotiating power or bargaining leverage of those hospitals and not as a result of value added to services by those hospitals.
Independent auditors for CRH included the following note in the hospital's audited
With the universe of facts properly assembled, the plausibility standard can be applied. A complaint states a plausible claim if the factual content permits the reasonable inference that the plaintiff is entitled to the relief it seeks. See
In Count I, CRH seeks to avoid constructive fraudulent transfers under 11 U.S.C. § 544 and the Uniform Fraudulent Transfer Act, Me. Rev. Stat. Ann. tit. 14, §§ 3571-3582 ("UFTA"). In Count II, CRH seeks to avoid those same transfers under 11 U.S.C. § 548. More specifically, CRH seeks judgment in an amount equal to the difference between: (a) the amount Anthem paid CRH for Medical Services provided to Insureds and (b) the reasonably equivalent value of those Medical Services. Count III also relies on section 544 and UFTA, but seeks an order avoiding the Contracts and Collection Agreements and the obligations that CRH incurred under them. Count IV similarly invokes section 548 in an effort to avoid the Contracts and Collection Agreements and obligations that CRH incurred under them.
Section 544(b)(1) generally permits the trustee to "avoid any transfer of an interest of the debtor in property or any obligation incurred by the debtor that is voidable under applicable law by a creditor holding an unsecured claim that is allowable under section 502[.]" 11 U.S.C. § 544(b)(1). CRH looks to Me. Rev. Stat. Ann. tit. 14, §§ 3575 and 3576 as the applicable law that may be accessed through section 544(b)(1). In relevant part, section 3575 provides:
Me. Rev. Stat. Ann. tit. 14, § 3575(1). As relevant here, section 3576 provides:
Me. Rev. Stat. Ann. tit. 14, § 3576(1).
Section 548(a)(1)(B) provides an alternative path for avoiding fraudulent transfers, which CRH invokes in Counts II and IV:
11 U.S.C. § 548(a)(1)(B). The elements of a cause of action to avoid constructively fraudulent transfers under UFTA or under section 548(a)(1) include the transfer of an interest of the debtor in property or the incurrence of an obligation by the debtor, and lack of reasonably equivalent value in exchange for the transfer or obligation. Here, although the complaint contains allegations that bear upon these elements, those allegations are too speculative, threadbare, and conclusory to make out plausible claims. The following discussion sheds more light on the specific defects in the complaint.
The Bankruptcy Code defines the term "transfer" to include "each mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with" property or an interest in property. 11 U.S.C. § 101(54)(D). Like the Code, UFTA defines the term "transfer" to mean "every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset," including by way of release. Me. Rev. Stat. Ann. tit. 14, § 3572(12). Under UFTA, "asset" is generally defined as "property of a debtor, but does not include ... [p]roperty to the extent that it is encumbered by a valid lien[.]"
The purpose of fraudulent transfer law "is to preserve the debtor's estate for the benefit of unsecured creditors[.]"
CRH's complaint does not identify, with precision, the interest in property that CRH transferred or the asset it disposed of, or parted with, for UFTA purposes. When asked about this imprecision at oral argument, CRH replied that the property transferred consisted of its claims for further payment from Anthem, and pointed to the allegation that it wrote off, parted with, or released accounts receivable or claims for further payment from Anthem. At first blush, this allegation looks like it could satisfy the element of "transfer" for purposes of Counts I and II. But the theory does not withstand closer scrutiny.
In the complaint, CRH alleges that it had a right to payment from Anthem for Medical Services provided to Insureds, and that it entered into Contracts with Anthem regarding the rates Anthem agreed to pay for Medical Services provided to Insureds. CRH also alleges that it provided Medical Services to Insureds (not to Anthem). That is the extent of the pertinent allegations, however. CRH did not, for example, allege that it billed Anthem at the rates specified in the Contracts, that Anthem paid some amounts less than those rates, and that CRH wrote off the unpaid receivables which were otherwise due and payable under the terms of the Contracts. The complaint is entirely lacking in factual detail regarding the relationship, if any, between the amounts specified in the Contracts, the amounts billed by CRH, and the amounts actually paid by Anthem. That silence may have been by design, as CRH included the following arguments in its written opposition to the motion, expressly disavowing reliance on any breach of contract theory:
[Dkt. No. 24 p. 11-12] (emphasis added).
CRH fails to articulate the basis of any claims that its creditors might have against Anthem not arising out of the Contracts. In the absence of any suggestion to the contrary, it is reasonable to infer that CRH's right to payment from Anthem was limited to the amounts specified in the Contracts and that Anthem in fact paid CRH at the rates specified in the Contracts. When those inferences are drawn, the fraudulent transfer theory crumbles. If Anthem paid CRH at the rates specified in the Contracts, CRH would not have had any claims for further payment from Anthem under the Contracts and would have had no additional accounts receivable to part with, write off, or release.
CRH contends that a transfer made pursuant to a contract can be avoided as a fraudulent transfer. True enough. If an insolvent debtor enters into a contract to sell an asset worth $1,000,000 for $5,000 and then performs under that contract, the purchaser cannot defend a fraudulent transfer action solely by pointing to the contract. But this truism does not help CRH identify the existence of the asset allegedly transferred. The cases cited by CRH are readily distinguishable: each features a debtor who unquestionably transferred an asset. See, e.g.,
Given the dearth of any plausible allegations that CRH had a property interest in any claims for further payment from Anthem, CRH fails to state a claim that such an interest was fraudulently transferred. See
As Anthem correctly observes, the element of reasonably equivalent value also presents a stumbling block for CRH in its efforts to state plausible claims. In section 548, "value" is generally defined as "property, or satisfaction or securing of a present or antecedent debt of the debtor[.]" See 11 U.S.C. § 548(d)(2)(A). UFTA provides a similar definition. See Me. Rev. Stat. Ann. tit. 14, § 3574(1). Neither the Code nor UFTA define the term "reasonably equivalent value." In the absence of a statutory definition, the test of reasonable equivalence boils down to a comparison of the value given up by the debtor and the
First, CRH alleges that it billed Anthem some unspecified amounts, that Anthem paid unspecified amounts less than the amounts billed, and that CRH then released its claims for further payment from Anthem. Without any alleged figures for the amounts billed by CRH and the lesser amounts paid by Anthem, the allegation is too vague and speculative to permit a reasonable inference that CRH in fact received less than reasonably equivalent value for the Medical Services provided to Insureds. See
Second, CRH alleges that Anthem paid other hospitals more than it paid CRH for the same or similar services due to the negotiating power or bargaining leverage of those other hospitals, and not as a result of any value added to the services by the other hospitals. This allegation suffers from the same basic defect as the first. Without any elaboration of the amounts paid to CRH and the amounts paid to the other hospitals, or any attempt to explain the delta between these figures, these allegations may give rise to conjecture, but they do not create a reasonable inference that CRH did not receive reasonably equivalent value for the obligations it incurred under the Contracts and the Collection Agreements, or that Anthem paid CRH less than reasonably equivalent value for the Medical Services provided to Insureds. See
At oral argument, CRH claimed that fair market value may not be the right metric by which to measure the value of the Medical Services provided to Insureds. Instead,
Counts I-IV will be dismissed for failure to state a claim under Rule 12(b)(6). Given the dismissal of the claims to avoid fraudulent transfers and obligations, the related claim for recovery of those avoided transfers and obligations in Count V will be dismissed as well. This disposition also applies to Count VI, which would permit disallowance of Anthem's claim against the estate only if property was recoverable from Anthem or Anthem was otherwise a transferee of an avoidable transfer. Because Anthem did not object, and CRH sought leave, CRH will be granted leave to replead. See 5B Wright & Miller, Federal Practice & Procedure § 1357 (3d ed.) (indicating that the plaintiff should be given "every opportunity to cure a formal defect in the pleading" even when the judge doubts such defects can be cured, and that leave to amend "should be refused only if it appears to a certainty that the plaintiff cannot state a claim").