Opinion
No. X01-CV-05-4005900-S
February 23, 2006
MEMORANDUM OF DECISION RE MOTION TO JOIN (#112)
The governing complaint is the Revised Class Action Complaint of July 13, 2005. Three (3) podiatrists have sued Health Net of Connecticut, Inc. individually and on behalf of other similarly situated podiatrists. The complaint consists of two (2) counts, each of which asserts that the defendant, in reimbursing podiatrists at lower rates than it reimburses medical doctors for the same services, has unfairly discriminated against podiatrists.
Connecticut Podiatric Medical Association was dismissed as a party plaintiff on February 1, 2006, for lack of standing.
Health Net has moved to join as party defendant the Connecticut State Medical Society Independent Practice Association (CSMS-IPA), an association of medical providers (to include plaintiff podiatrists) formed for the purpose of managed care contracting. Health Net asserts the claimed discriminatory rates are negotiated between it and CSMS-IPA on behalf of the plaintiffs and that CSMS-IPA is a party to numerous contracts relevant to this dispute; thus, it posits, the factual and legal nature of the plaintiffs' claims require joinder to achieve a full and complete determination of the issues. The plaintiffs have objected and claim not only that CSMS-IPA is not a party to the relevant contracts but that they ought not be required to sue a party involuntarily.
Plaintiffs do not wish to sue a group of which they are a part (particularly if that group negotiates rates paid them) and Health Net wishes for another defendant to share whatever judgment may enter against it here.
The complaint asserts plaintiffs Yale, Iorio, and Daniels provide podiatric services "pursuant to a contract with Health Net" (Count One, 2, 3, 4) and that the individual plaintiffs represent a class of podiatrists who practice in this state "pursuant to contracts with Health Net." Id., 19. Those contracts are referred to as "Provider Agreements." Id., 21. The complaint further alleges Health Net issues health care insurance policies and "enters into contracts with practitioners . . ." to provide medical services to its members. No reference is made anywhere within the complaint to CSMS-IPA. Plaintiffs have provided the court an agreement purportedly between Dr. Yale and M.D. Health Plan. That document recites it is an agreement "by M.D. Health Plan . . . and Yale, a non-physician practitioner"; it is, however, on CSMS-IPA's stationery, bears that group's logo, and is more specifically described therein as a "Subcontracting Non-Physician Practitioner Agreement with Connecticut State Medical Society CIPA Inc." (Emphasis added.) Within the text of the agreement are frequent references to M.D. Health Plan; a closing header above the signature lines on the final page reads "M.D. Health Plan Non-Physician Practitioner Agreement" (Opp. Memorandum, Ex. B, p. 8); the rights and obligations run as between the non-physician practitioner (i.e., Yale) and M.D. Health Plan ("MDHP"). Nowhere in the text of the eight page document (except as otherwise just referenced) is there a reference to CSMS-IPA. It is inconceivable to this court that the Agreement's internal inconsistencies are merely the result of poor draftsmanship; the court is, however, reticent to conclude the document's confusion regarding the identity of the contracting parties is a purposefully constructed artifice. Whatever the explanation, the burden of the document's ambiguities ought not be borne by plaintiffs.
Health Net is a successor by merger to M.D. Health Plan, Inc. Count One, 18.
Ex. B is executed by plaintiff Yale and "Dr. David Thompson, Jr. as President." Neither party identifies Thompson as being part of CSMS-IPA or Health Net but the court assumes the latter is true since his signature is to the right of the tag line which reads "M.D. Health Plan."
Health Net has provided what it asserts is a "current template" of the Agreement between its participating providers and CSMS-IPA. Reply Memorandum, at Tab 1. That document is unambiguously between Participating Providers and CSMS-IPA though the court is provided no agreement executed by any of the named plaintiffs. Also provided is a Health Net document identified as a "Network Participation Request Form" which solicits "individual Physicians or licensed health care professionals to request participation in the Health Net network." Id., at Tab 2. These ("current") documents are evidence that Participating Providers contract with CSMS-IPA so as to "provide Covered Services to Members enrolled in Health Plans or with Payor" (Reply Memorandum, Tab 1, p. 1); CSMS-IPA negotiates and contracts with Health Net on behalf of its members. See Ex. A to Health Net's Memorandum, 6. Plaintiffs impliedly concede the same. Opp. Memorandum, at 2.
That Request Form also provides, "In Connecticut, Health Net contracts with the Connecticut State Medical Society IPA."
It is puzzling that, despite its relevance to Health Net's Motion to Join, the court is not provided the contract it has with CSMS-IPA (which would clarify their respective roles in the rate negotiation process).
The question then is whether, under these circumstances, joinder of CSMS-IPA as a party defendant is necessary to achieve a full and complete determination of the issue whether the reimbursement to plaintiffs violates CUTPA. The court concludes its joinder is not required.
P.B. § 9-18 provides the court "may determine the controversy as between the parties before it, if it can do so without prejudice to the rights of others; but, if a complete determination cannot be had without the presence of other parties, the judicial authority . . . shall direct that person be made a party." C.G.S. § 52-102 provides that a nonparty: (1) may be made a party by the court if that person has or claims an interest in the controversy, or any part thereof, adverse to the plaintiff, or (2) shall be made a party by the court if that person is necessary for a complete determination or settlement of any question involved . . ." The granting of a motion to add a party is within the court's discretion. In re Devon B., 264 Conn. 572 (2003). "Judicial discretion is legal discretion, exercised according to the principles of equity." Id., at 580. While there once had been made a distinction between "necessary" and "indispensable" parties, that distinction is no longer as rigorously observed. See Sturman v. Socha, 191 Conn. 1, 6 (1983) (recognizing that the misleading nature of the terms "has resulted in a blurring of the distinction typically drawn between them").
For reasons earlier here referenced, it is unclear with whom Dr. Yale contracted (Opp. Memorandum, Ex. B) and it is unknown whether he executed a revised contract. On this issue, Health Net is silent (as is the plaintiff though, as the moving party, the burden here is on Health Net to establish CSMS-IPA is a party to a contract with the plaintiffs). Health Net's providing of a "current" template which identifies CSMS-IPA as a contracting party is not helpful when no executed "current" agreement is provided (particularly since the parties have been engaged in discovery for months). Travelers Indemnity Company v. Household International, Inc., 775 F.Sup. 518 (D. Conn. 1991) provides some guidance. There, Judge Nevas applied Fed. Rule 19(b) which provided the following factors ought be considered with regard to the joinder inquiry: (a) to what extent a judgment rendered in the person's absence might be prejudicial to the person or those already parties; (b) the extent to which, by protective provisions in the judgment, by the shaping of relief or other measures, the prejudice can be lessened or avoided; (c) whether a judgment rendered in the person's absence will be adequate; and (d) whether the plaintiff will have an adequate remedy if the action is dismissed for nonjoinder.
In the tagline in the lower left corner above the Bates number on each page of the "current" template of the Agreement, the notation "HNC-CPMA" appears. A reference to "Health Net Connecticut Connecticut Podiatric Medical Association"?
As the Court in Travelers noted, the four factors are to a certain extent overlapping and are not exclusive of other considerations. Id., at 527.
As to (a), if CSMS-IPA is made a party defendant, plaintiffs will be forced to litigate against a party it does not wish to sue and with whom they may presently contract (or formerly contracted with) as non-physician providers in Health Net's network. If CSMS-IPA is not joined, Health Net is not prejudiced because it has a remedy under our impleader statute ('52-102a). Thus, consideration of factor (b) is not implicated in the court's decision. As to (c), the court knows no reason why a judgment rendered in the absence of CSMS-IPA would not be adequate (for the reason referenced with regard to factor [a]) nor do the parties suggest otherwise. Factor (d) is not applicable here in the absence of a motion to dismiss for reason of nonjoinder.
Yet another circumstance may be applicable though neither party raises the same. If any members of the plaintiff class have executed the "current" version of the Participating Provider Agreement with CSMS-IPA, Article X may pertain. It provides for arbitration of "all disputes arising under this Agreement" provision not included in the agreement plaintiffs provided as Ex. B to the Opp. Memorandum (Yale's agreement). The court does not here decide whether the rate of reimbursement paid podiatrists is a dispute "arising under" that Agreement but notes Section 4.04 therein addresses "Payment for Covered Services." Under such circumstances, joinder of CSMS-IPA would be inappropriate.
The Motion to Join is denied.