MEMORANDUM
Plaintiffs CareFirst, Inc. (“CareFirst”), CareFirst of Maryland, Inc. (“CareFirst
BACKGROUND
GHMSI is a congressionally chartered corporation that operates as a non-profit health services plan in Maryland, Northern Virginia, and the District of Columbia.
Congress chartered GHMSI in 1939. Pub. L. 76-395, 53 Stat. 1412, 1412 (1939). The charter provided that “[t]he corporation is ... authorized and empowered to take over, carry out, and assume all contracts, obligations, assets, and liabilities of a corporation ... organized and now doing business in the District of Columbia under the name of Group Hospitalization, Inc.” Pub. L. 76-395 § 9, 53 Stat. 1414. In 1993, Congress amended the charter to provide that “the District of Columbia shall be the legal domicile of the corporation” and that “[t]he corporation shall be licensed and regulated by the District of Columbia in accordance with the laws.and regulations of the District of Columbia.” Pub. L. 103-127 § 138, 107 Stat. 1336, 1349 (1993). In 1997, Congress again amended the charter, authorizing GHMSI to have a non-profit corporate member. Pub. L. 105-Í49, 111 Stat. 2684 (1997).
In order to fulfill its. obligations to policyholders, subscribers, and members, GHMSI maintains an accumulated surplus. (Mot. Summary Judgment, Burrell
In December 2014, the Commissioner’s predecessor issued an order concluding that GHMSI’s surplus was excéssive and that 21% of the calculated excess (approximately $56 million) was attributable to the District of Columbia. (Id., Ex. B at 56, 64-65, ECF No. 2-5.) In February 2015, the Maryland Commissioner entered an order providing that “GHMSI is prohibited from reducing or distributing its surplus as a result of the [Department of Insurance, Securities and Banking (“DISB”)] order and is prohibited from submitting a plan to the D.C. Commissioner for .dedication of its excess of 2011 surplus attributable to D.C. until submitted, reviewed and approved by the [Maryland Insurance Administration].” (Id., Ex. F at 3, ECF No. 2-9.) The Virginia Chair issued an order providing:
Virginia law prohibits GHMSI from distributing or reducing its surplus (as ordered by DISB) “except with the approval of the [Virginia State Corporation] Commission after the examination required by this section.” In this regard and- at this moment, GHMSI has not sought—and the Commission has not provided—süch approval. Accordingly, GHMSI should not act to distribute or reduce its surplus unless approved as provided under Virginia law.
(Id., Ex. I at 8-4, ECF No. 2-12.) GHMSI submitted a plan in response to the order of the Commissioner’s predecessor in March 2015. (Id., Ex. J, ECF No. 2-13.) The plan asserted, in part, that GHMSI “remains under directly conflicting orders from Maryland and the District [of Columbia]” and urged that “the three. jurisdictions .,, consult, cooperate and coordinate on the matter of the Company’s surplus in a consistent way.” (Id. at 7.)
In .December 2015, Congress amended GHMSI’s charter as follows:
SEC. 747. (a) The Act entitled “An Act providing for the incorporation of certain persons as Group Hospitalization and Medical Services, Inc.”, approved August 11, 1939 (53 Stat. 1412) is amended ... by inserting after section 10 the following:
“SEC. 11. The surplus of the corporation is for the benefit and. protection of all its certificate holders' and shall be available for the satisfaction of all obligations of the corporation regardless of the jurisdiction in which such surplus originated or such obligations arise. The corporation shall not divide, attribute, distribute, or reduce its surplus pursuant to any statute, regulation, or order of any jurisdiction without the express agreement of the District of Columbia, Maryland, and Virginia—(1) that the entire surplus of the corporation is excessive; and (2) to any plan for reduction or distribution of surplus.”
(b) The amendments made by subsection (a) shall apply with, respect to the surplus of the Group Hospitalization and Medical Services, Inc. for any year after 2011.
Pub. L. 114-113 § 747, 129 Stat. 2242, 2486 (2015).
In June 2016, Commissioner Taylor issued a decision and order rejecting GHMSI’s plan and reaffirming the planned dedication of surplus. (Mot, Summary Judgment, Gunderson Aff. ¶ 4, Ex. C at 18-20, ECF No. 2-6.) The decision established a procedure for public comment. (I'd, Ex. C at 19-20, ECF No. 2-6.) In July 2016, the Maryland Commissioner submitted a statement noting that “the proposed distribution ... will cause a direct conflict with the [Maryland] Consent Order” and that, “to date, no coordination has taken place between the District and the other jurisdictions.” (Id., Ex. K at 3, ECF No. 2-14.) Plaintiffs filed suit in this court on July 22, 2016. (See Compl., ECF No, 1.)
The Commissioner issued his final order regarding GHMSI’s proposed distribution on August -30, 2016. (Opp. to Mot. Summary Judgment, Ex. A, ECF No..47-2.) On September 22, 2016, GHMSI filed a petition for reconsideration and motion to stay further proceedings in the administrative action. (Id., Ex. D., ECF No. 47-5.) Separately, both GHMSI and the D.C. Appleseed Center for Law and Justice, Inc. filed petitions for review with the District of Columbia Court of Appeals, naming DISB (but not its Maryland or Virginia counterpart) as defendant. (Id., Exs. C and E, ECF Nos. 47-4 and 47-6.).On December 8, 2016, the Commissioner issued a stay of “GHMSI’s obligation to pay rebates to Eligible Subscribers” until February 27, 2017. (Ex. to Letter of Dec. 8, 2016, ECF No. 51-1.)
ANALYSIS
I. Venue
As an initial matter, the Commissioner requests that the court transfer this case to the United States District Court for the District of Columbia pursuant to 28 U.S.C. § 1406 or, in the alternative, 28 U.S.C. § 1404. He contends that venue is improper here, requiring transfer under § 1406(a), because “no substantial part of the events or omissions giving rise to plaintiffs’ claims occurred in the District of Maryland,” (Mot. Transfer Venue, ECF No. 20, at 1), and no substantial part of the property that is the subject of the action is situated in Maryland, (Reply Mot. Transfer Venue, ECF Nó. 27, at 4). See 28 U.S.C. § 1391(b)(2). Alternatively, if venue is proper in this district, the Commissioner requests that the court exercise its discretion to transfer the case pursuant to § 1404, arguing that the District of Columbia is a more, convenient venue for the parties and witnesses and that transfer is in the interest of justice. For. the reasons discussed below, venue is proper ip this district, and the motion to transfer venue will be denied.
A. Improper Venue Under § 1406
Section 1406(a) provides that “[t]he district court of a district in which is filed a case laying venue in the wrong division or district shall dismiss, or if it be in the interest of justice, transfer such case to any district or division in which it could have been brought.” Plaintiffs’ stated basis
When a defendant challenges venue under § 1391 and the court does not hold an evidentiary hearing, the plaintiff need only make a prima facie showing that venue is proper. Mitrano v. Hawes,
Looking to the entire sequence of events underlying the claim, venue is proper in this district. Plaintiffs’ complaint identifies- key events and omissions that occurred in the district of Maryland, among them the Maryland Commissioner’s issuance of an order prohibiting GHMSI from reducing or distributing its surplus and the Maryland Commissioner’s failure to consent to the proposed reduction and distribution, (See, e.g., Compl. ¶ 3, 6, 7, 12, 13, 17, 29, 35-38, 44, 46, 48, 50.) These events and omissions form a substantial part of the basis for Count I. (See id. ¶ 57 (alleging that the Commissioner’s action is unlawful and violates the Supremacy Clause because “Maryland and Virginia have not agreed to the Commissioner’s compelled reduction and distribution”).) Because venue is proper on the basis of substantial events or omissions, the court need not consider whether a “substantial part of property that is the subject of the action is situated” in this district. See 28 U.S.C. § 1391(b)(2).
The Commissioner cites to pre-Mitrano ease law for the proposition that “[e]vents that relate only tangentially to the claim cannot constitute a substantial part of the events or omissions giving rise to the claim.” (Mem. Mot. Transfer Venue, ECF No. 20-1, at 6 (quoting MTGLQ Inv’rs, L.P. v. Guire,
Because plaintiffs have established a pri-ma facie case that a substantial part of the events or omissions giving rise to the claim occurred in this district, see 28 U.S.C. § 1391(a)(2), the Commissioner’s motion to transfer venue pursuant to § 1406 will be denied.
B. Transfer Under § 1404
In the alternative, if venue is proper in this district, the Commissioner requests transfer to the U.S. District Court for the District of Columbia under 28 U.S.C. § 1404. Section 1404(a) provides: “For the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought.” 28 U.S.C. § 1404(a). “[T]he burden is on the moving party to show that transfer to another forum is proper.” Lynch v. Vanderhoef Builders,
In deciding whether to transfer venue under § 1404(a), courts in this circuit consider the following factors: “(1) the weight accorded to plaintiffs choice of venue; (2) witness convenience and access; (3) convenience of the parties; and (4) the interest of justice.” Trustees of the Plumbers and Pipefitters Nat’l Pension Fund v. Plumbing Servs., Inc.,
Regarding the first factor, courts have recognized that the plaintiffs chosen venue is “entitled to substantial weight.” See Trustees,
. [9,10] The factors bf witness convenience and access, convenience of the parties, and the interest of justice also weigh against transfer in this case. The Commissioner’s arguments regarding witnesses and parties are similar to those rejected by this court in Dow v. Jones,
Because the Commissioner has not satisfied his burden to show that the balance of factors tips “strongly in [his] favor,” Collins,
II. Motion to Substitute Party
The Commissioner has filed a motion to substitute the District of Columbia for himself as the proper defendant in this matter, contending that “Plaintiffs’ suit against Commissioner Taylor in his official
Plaintiffs vigorously oppose this motion, arguing that their choice of defendant should control. They note that substitution could allow the Commissioner “to gain some advantage, or to procure some new defense,” and they request that the court grant-the motion to substitute only on the condition that the Commissioner and District of Columbia (1) waive any defenses the Commissioner would not have been entitled to assert and (2) commit to making the Commissioner available for discovery. (Opp. to Mot. Substitute, ECF No. 22, at 6.) In his reply, the Commissioner asserts that neither he nor the District “seek[s] to gain an advantage in the guise of substitution,” but he refuses to provide the assurances that plaintiffs request. (See Reply Mot. Substitute, ECF No, 25, at 1, 3-4.)
It clearly is proper to sue a government official in his official capacity, and it can be essential to the claim where,- as here, plaintiffs assert that they are entitled to declaratory and injunctive relief under Ex parte Young. The Commissioner cites to several cases, but they do not support substitution on these facts. In Jefferies v. District of Columbia, the court dismissed claims against a police chief in her official capacity because the plaintiffs also had named the District of Columbia as a defendant, rendering the claims against, the official “redundant” and “inefficient.”
As the case law does not support substitution, and the Commissioner’s only justifications are “clarity and simplicity,” (Mem. Mot. Substitute, ECF No. 19-1, at 2), the court will deny the motion to substitute.
III. Motion to Dismiss
Commissioner Taylor has moved to dismiss Count I of the complaint for lack of subject matter jurisdiction under Federal Rule of Civil Procedure 12(b)(1) and failure to state a claim under Rule 12(b)(6). First, the Commissioner argues that the court lacks federal question-subject matter jurisdiction because GHMSI’s. charter is a local law of the District Columbia, rather than a federal law. Second, he contends that the complaint fails to state a valid.cause of action under .the Supremacy Clause, the Ex parte Young doctrine, or 28 U.S.C. § ,1983. Alternatively;, he requests that the court abstain from considering the case pending the determination, of unsettled questions of District of Columbia law by the District of Columbia Court of Appeals. Because none of these arguments .has merit, the Commissioner’s motion to dismiss will be denied.
A motion pursuant to Rule 12(b)(1) should be granted “only if the material jurisdictional facts are not in dispute and the moving party is entitled to prevail as a matter of law.” Evans v. B.F. Perkins Co.,
When ruling on a motion under Rule 12(b)(6), the court must “accept the well-pled allegations of the complaint as true,” and “construe the facts and reasonable inferences derived therefrom in the light most favorable to the plaintiff.” Ibarra v. United States,
B. Does GHMSI’s Charter Constitute Federal Law?
Plaintiffs assert that the court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331, which authorizes the federal district courts to exercise jurisdiction over “all civil actions arising under the Constitution, laws, or treaties of the United States.” A case “arises under” federal law if “a well-pleaded complaint establishes ... that the plaintiffs right to relief necessarily depends on resolution of a substantial question of federal law.” Franchise Tax Bd. v. Constr. Laborers Vacation Trust,
The Commissioner contends that the court lacks federal question subject matter jurisdiction over plaintiffs’ claims because
Although Group Hospitalization & Medical Services is not binding on this court—and, as the Commissioner notes, the decision includes little discussion or analysis of GHMSI’s charter—it constitutes persuasive authority that informs this court’s independent analysis. That analysis begins with the definition of a District of Columbia “local law,” which the D.C. Circuit has explained as follows:
When Congress acts as the local legislature for the District of Columbia and enacts legislation applicable only to the District ■ of Columbia- and tailored to meet specifically local needs, its enactments should—absent evidence of contrary congressional intent—be treated as local law, interacting with federal law as would the laws of the several states.
District Props. Assocs. v. District of Columbia,
GHMSI’s amended charter-r-which, by its plain terms, acknowledges a role for all three of GHMSI’s regulators— does not satisfy this standard. The Commissioner offers eonclusory assertions that Congress was acting in its capacity as the District of Columbia’s local legislature when' it created and amended GHMSI’s charter, but he does not point to legislative history or other evidence to support his claims. (See Mem. Mot. Dismiss, ECF No. 37-1, at 11 (“Congress exercised its-local legislative authority to create a District of Columbia corporation”); id. at 12 (“Here, Congress created GHMSI as a corporation domiciled in the District, and subsequently amended GHMSI’s ' charter pursuant to Congress’s ability to serve as local legislature.”); id. (“GHMSI’s charter is in fact a
As plaintiffs note, “[t]hat ‘GHMSI’s charter constitutes federal law is, if anything," more obvious now than it was when the court decided Group Hosp. and Med. Servs., Inc.” in 2008. (Opp. to Mot. Dismiss, -ECF No. '45, at 2.) After Judge Huvelle’s decision, Congress amended the charter -to add the “express agreement” provision and to state that GHMSI’s surplus is “for the benefit and protection of all its certificate holders and shall be available for the satisfaction of all obligations of the corporation regardless of the jurisdiction in which such surplus originated or such obligations arise.” See Pub. L. 114-113 § 747, 129 Stat. 2242,. 2486 (2015). The Commissioner insists that this amendment does not change, the local nature of the charter, because it “is simply a -regulatory change, to GHMSI’s ability, as a District corporation, to distribute or reduce its surplus.” (Mem. Mot. Dismiss, ECF No. 37-1, at 12-13.). Even if he could prevail on this argument, however, the amended charter clearly is not “tailored to meet specifically local needs.” See District Properties Associates,
For the reasons discussed above, GHMSI’s charter is a law of the United States, not a District of Columbia local law. The plaintiffs’ right to relief “necessarily depends on resolution of a substantial question of federal law,” and the court has federal question subject matter jurisdiction over plaintiffs’ claims. See Franchise Tax Board,
C. Does Count I State a Valid Cause of Action?
Commissioner Taylor argues that, even if this Court has federal question jurisdiction, Count I fails because plaintiffs do not state a valid cause of action -under the Supremacy Clause, Ex parte Young, or § 1983. Plaintiffs respond that the complaint purports to state a “direct cause of action for violation of a federal statute, GHMSI’s - federal charter,” rather- than “‘an independent cause of action’ under the Supremacy Clause,” and that they may proceed under either Ex parte Young -or § 1983. (Opp. to Mot. Dismiss, ECF No. 45, at 12.) For the reasons discussed below, plaintiffs may proceed under the Ex-parte Young doctrine. The court will not consider whether, as a matter of first impression, GHMSI’s charter gives rise to a cause of action under § 1983.
Count I is captioned “Violation of Federal Law—Violation of GHMSI’s Federal Charter; .Violation of Supremacy Clause, U.S. Const., Art. VI, Clause 2.” (Compl., ECF No. 1, at 23.) It states that “[t]he Commissioner’s planned seizure of $56 million of surplus is unlawful as it violates GHMSI’s federal charter which Congress
As the Commissioner points out, however, the Supremacy Clause “is not the ‘source of any federal rights,’ ... and certainly does not create a cause of action.” (Mem. Mot. Dismiss, ECF No. 87-1, at 15 (quoting Armstrong v. Exceptional Child Center, Inc., - U.S. -,
Under the longstanding doctrine .of Ex parte Young, federal courts may enjoin state officers sued in their official capacity from continuing violations of federal law.
Plaintiffs claim that their lawsuit falls squarely under Verizon Maryland Inc. v. Public Service Commission of Maryland,
Count I states a claim upon which relief can be granted: it alleges that the PSC misinterpreted the federally mandated interconnection agreement, and Verizon seeks declaratory and injunctive relief to correct the alleged misinterpretation. Because we have held in part II.A that there is federal question jurisdiction over this claim under § 1331, we need not inquire into whether § 252(e)(6) provides a cause of action. When a case’s resolution depends on resolution of a federal question sufficiently substantial to arise under federal law within the meaning of 28 U.S.C. § 1331, there is § 1331 jurisdiction even though the relevant statute does not explicitly or implicitly provide for a cause of action. We therefore reject the PSC’s argument that Count I’s contract misinterpretation allegations do not state a claim.
Id. at 368-69 (internal citations and quotation marks omitted).
The same reasoning applies here. Because the resolution of plaintiffs’ case “depends on the resolution of a federal question sufficiently substantial to arise under federal law within the meaning of 28 U.S.C. § 1331,” it is not necessary to determine whether “[GHMSI’s charter] ... explicitly or implicitly provide[s] for a cause of action.” Id. Rather, so long as the court has federal question subject matter jurisdiction, the complaint—which seeks declaratory and injunctive relief to correct a state official’s alleged misinterpretation of federal law—states a claim upon which relief can be granted. Id.
The Commissioner disputes that Verizon controls, arguing that plaintiffs can proceed under Ex parte Young only if they establish a cause of action under the relevant statute (here, GHMSI’s charter) or § 1983. He relies primarily on the Sixth Circuit’s decision in Michigan Corrections Organization v. Michigan Department of Corrections,
[Ejven in a case involving relief sought under Ex parte Young, courts must determine whether Congress intended private parties to enforce the statute by private injunction or for that matter by a declaratory judgment. Ex parte Young by itself does not create such a cause of action. Put another way, Ex parte Young provides a path around sovereign immunity if the plaintiff already has a cause of action from somewhere else.
Id. at 905.
The Commissioner’s reliance on Michigan Corrections is misplaced. It is important to note, first, that Michigan Corrections is not the law of this circuit. To the extent that the Fourth Circuit’s application
Here, plaintiffs clearly assert a defensive action. As in Verizon, they request that the Commissioner “be restrained from enforcing an order in contravention of controlling federal law.” See Verizon,
The Commissioner cites a Fourth Circuit case, Constantine v. Rectors and Visitors of George Mason University,
The remaining cases cited by the Commissioner do not contribute much. In Armstrong, the Supreme Court held that plaintiffs could not proceed under Ex parte Young because the Medicaid Act implicitly precluded private enforcement.
Here, as in Verizon, plaintiffs seek prospective declaratory and injunctive relief on the basis that a state administrative order violates federal law. Their claim is a classic application of Ex parte Young. The Commissioner’s motion to dismiss for failure to state a claim will be denied.
D. . Abstention
Finally, the Commissioner contends that, “because this case involves federal constitutional claims premised on unsettled questions of District of Columbia law, this Court should abstain from deciding the case pending a determination of those issues by the District of Columbia Court of Appeals.” (Mot. Dismiss, ECF No. 37, at 1.) He notes that “this case arises out of a long and contentious administrative process through which DISB determined both the amount of GHMSI’s excess surplus attributable to the District and how GHMSI should dedicate that surplus to community reinvestment.” (Mem, Mot. Dismiss, ECF No. 37-1, at 22-23.) GHMSI’s petition for review currently is pending before the District of Columbia Court of Appeals.
The Commissioner argues that this court should apply principles of Pullman abstention, a doctrine premised on the idea that, in certain cases, federal courts should “restrain their authority because of ‘scrupulous regard for the rightful independence of the state governments’ and for the smooth working of the federal judiciary.”
IV. Motion for Summary Judgment
Plaintiffs have moved for summary judgment as to Count I, and the, Commissioner has filed an opposition. For the reasons discussed below, the motion will be denied.
Federal Rule of Civil Procedure 56(a) provides that summary judgment should be granted “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” The Supreme Court has clarified that this does not mean that any factual dispute will defeat the motion. “By its very terms, this standard provides that the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported, motion for summary judgment; the requirement is that there be' no genuine issue of material fact.” Anderson v. Liberty Lobby, Inc., 477 U.S.
Plaintiffs contend that the material facts are undisputed and that they are entitled to judgment as a matter of law. In support of their motion, they rely on -the arguments in their memorandum; the affidavit of Chet Burrell, President and Chief Executive Officer of CareFirst, CareFirst Maryland, and GHMSI; and the affidavit of Christopher Gunderson, counsel to plaintiffs, with attached exhibits. (See ECF Nos. 2-1 to 2-14.) They assert that “the material facts here are that the Commissioner plans to ‘distribute [and] reduce’ GHMSI’s surplus and to do so ‘without the express agreement of .,. Maryland, and Virginia,’” in violation of GHMSI’s charter. (Mem. Mot. Summary Judgment, ECF No. 2-1, at 2.) The Commissioner does not dispute these facts; rather, he argues that GHMSI’s charter permits the proposed reduction and distribution.
The question before the court is one of statutory construction. “We begin, as always, with the text of the statute.” United States v. Serafini,
GHMSI’s amended, charter reads, in relevant part:
[ (a) ] “SEC. 11. The surplus of the corporation is for the benefit and protection of all its certificate holders and shall be available for the satisfaction of all obligations of the corporation regardless of the jurisdiction in which such surplus originated or such obligations arise. The corporation shall not divide, attribute, distribute, or reduce its surplus pursuant,to any statute, regulation, or order of any jurisdiction without the express agreement of the District of Columbia, Maryland, and Virginia—(1) that the entire surplus of the corporation is excessive; and (2) to any plan for reduction or distribution of surplus.”
(b) The amendments made by subsection (a) shall apply with respect to the surplus of the Group Hospitalization and Medical Services, Inc. for any year after 2011.
Pub. L. 114-113 § 747, 129 Stat. 2242, 2486 (2015).
Under the plain language of the charter, the Commissioner has the better argument. Subsection (b) refers to “the surplus .. .for any year after 2011” (emphasis added).
It is important to note that the question of how to properly calculate GHMSI’s 2011 surplus is separate from the legal question of whether GHMSI’s charter precludes the Commissioner’s proposed reduction and distribution. Indeed, plaintiffs’ evidence establishes—and the Commissioner does not dispute—the dynamic nature of surplus and the difficulty it poses for accurate calculation. (See Mot. Summary Judgment, Burrell Aff. ¶ 16-18, ECF No. 2-2.) To the extent that plaintiffs challenge the result of the administrative proceedings, however, their claims are not presently before this court.
Ordinarily, the presence of unambiguous statutory language ends the inquiry. Under rare circumstances, however, courts may go beyond the plain language of the statute. Two exceptions are relevant here. First, a court may look beyond the language if “the literal application of a statute will produce a result demonstrably at odds with the intentions of its drafters.” United States v. Ron Pair Enters., Inc.,
Because the unambiguous language of GHMSI’s charter does not entitle plaintiffs to judgment as a matter of law, the motion for summary judgment will be denied.
CONCLUSION
For the reasons stated above, the motion to transfer venue, motion to substitute, motion to dismiss, and motion for summary judgment will be denied. A separate order follows.
Notes
. The Commissioner has moved to dismiss Counts I-IV of the complaint, but the court limited plaintiffs’ response to Count I only, (iSee Order of Oct.. 4, 2016, ECF No. 44.) In Counts II and III, plaintiffs allege the violation of the Fifth Amendment Due Process Clause, the Full Faith and Credit Clause, and the Interstate Commerce Clause of the U.S. Constitution. (Compl., ECF No. 1, ¶ 60-69.) Count IV concerns declaratory judgment in the nature of interpleader. (Id. ¶ 70-73.) Plaintiffs’ rights to respond to the motion to dismiss as it relates to Counts II-IV have been reserved. (Order of Oct. 4, 2016, ECF No. 44.)
. CareFirst is a domestic non-profit health services plan and the sole member of GHMSI. (Mot. Summary Judgment, Burrell Aff. ¶ 6, ECF No. 2-2.) CareFirst Maryland is an affiliate of CareFirst. (Id. ¶ 4.)
. In his' brief, the Commissioner also argued for abstention under Colorado River Water Conservation District v. United States,
. The- Commissioner also opposes plaintiffs’ motion for summary judgment on grounds raised in his motion to dismiss, arguing that the court lacks federal question subject matter jurisdiction because GHMSI’s charter is a local law of the District of Columbia, rather than a federal law; that plaintiffs fail to state a claim under which relief can be granted; and that the court should decline to exercise jurisdiction under the Pullman abstention doctrine. These arguments fail for the reasons discussed above.
. The definition of "surplus” under the MIEAA is "the amount by which all admitted assets of the corporation exceed its liabilities, inclusive of the reserves required pursuant to § 31-3509.” D.C. Code § 31-3501(11).