Before the Court is a Motion to Dismiss filed by Defendants, United Healthcare Services, Inc. and United Healthcare of Louisiana, Inc. (collectively "United Defendants"
*718or "United").
I. FACTUAL AND PROCEDURAL BACKGROUND
This action was brought by Omega against United for alleged violations of the Employee Retirement Income Security Act of 1974,
Pursuant to the Court's Ruling , on October 20, 2017, Omega filed its First Amended and Restated Class Action Complaint (hereinafter "First Amended Complaint ").
Omega is a hospital and surgical center in Metairie, Louisiana, that treats patients whose healthcare benefit plans are insured and/or administered by United. Omega *719treats United's insureds on an out-of-network basis, which means that Omega does not have a pre-existing provider contract with United concerning reimbursement for medical services and equipment. As in its Original Class Action Complaint , Omega purports to bring ERISA claims on behalf of two representative patients identified as "SJ" and "LL."
United, as claims administrator, adjudicates claims submitted on behalf of patients like "SJ," "LL," and "DB," and determines the amounts to which each patient is entitled under the terms of his or her respective plan. For convenience, United pays patients' benefits directly to a provider, if directed to do so by the patient, as Omega alleges was done for "SJ," "LL," and "DB." When United pays benefits directly to a provider, it issues a Provider Explanation of Benefits or a Provider Remittance Advice which explains the costs that are allowed under the plan, the patient's deductible and coinsurance obligations, the amount reimbursed by United, and the amount paid to the provider. A patient (or the properly authorized representative provider) may challenge the initial benefits determination through a multi-level appeals process, as Omega claims that it unsuccessfully did on behalf of "LL."
In order to expedite the initial payment of benefits, United claims that insurers rely on automated systems to process the massive volumes of submitted claims in the first instance. Subsequently, United conducts audits to validate paid claims. In the event the audit reveals an overpayment on a patient's claims, United issues an overpayment notification to the provider in possession of the overpaid funds for said claims with claim information.
Omega contends that the process used by United to identify, adjudicate, and then recover overpayments (via direct recoupment, cross-plan recoupment, offset, and/or withholding unrelated payments) made to providers and members of the putative classes violates both ERISA and Louisiana law, depending upon the specific plan at issue.
In its First Amended Complaint , Omega asserts that it brings the action on its own behalf and on behalf of an "ERISA Plan Class" which it defines as follows:
All healthcare providers in the State of Louisiana who, from ten (10) years prior to the filing date of this action to its final termination ("the Class Period"), provided or will provide healthcare services or supplies to patients insured under healthcare plans governed by ERISA
*720and insured or administered by the Defendants, and who, after pursuing reimbursement pursuant to an assignment from the Defendants' insured, and after having received payments from the Defendants, were subjected to retroactive requests for repayment of all or a part of such payments and/or to recoupment and/or to setoff, and/or cross-plan recoupment, or to compel[ ] or coerce[ ] repayments of prior benefits.19
Omega also brings this action on behalf of itself and a "Non-ERISA Plan Class" which it defines as:
All healthcare providers in the State of Louisiana who, from ten (10) years prior to the filing date of this action to its final termination ("the Class Period"), provided or will provide healthcare services or supplies to patients insured under healthcare plans governed by ERISA and insured or administered by the Defendants, and who, after pursuing reimbursement pursuant to an assignment from the Defendants' insured, and after having received payments from the Defendants, were subjected to retroactive requests for repayment of all or a part of such payments and/or to recoupment and/or to setoff, and/or cross-plan recoupment, or to compel[ ] or coerce[ ] repayments of prior benefits.20
Omega asserts four counts arising under ERISA in its First Amended Complaint. Because Omega has failed to identify the specific statutory provisions upon which it bases its claims, the Court construes the ERISA claims to be as follows: (1) a claim for benefits under
United now seeks dismissal of Omega's First Amended Complaint on the following grounds: (1) Omega lacks standing to bring this case; (2) Omega has failed to exhaust administrative remedies; (3) Omega fails to state plausible ERISA claims; (4) the Court lacks supplemental jurisdiction over Omega's state law claims; and, (5) in the alternative, Omega's state law claims are implausible, and Omega's breach of contract claim is preempted as to the ERISA plans.
II. LEGAL STANDARDS
A. Rule 12(b)(1)
"Federal courts are courts of limited jurisdiction."
"When a Rule 12(b)(1) motion is filed in conjunction with other Rule 12 motions, the court should consider the Rule 12(b)(1) jurisdictional attack before addressing any attack on the merits."
There are two forms of Rule 12(b)(1) challenges to subject matter jurisdiction: "facial attacks" and "factual attacks."
B. Rule 12(b)(6)
At the motion to dismiss stage, the Court must accept the well-plead factual allegations in the complaint as true.
III. ANALYSIS
A. Standing
United argues that Omega lacks standing as an assignee for four reasons. United contends that the relevant Plans contain anti-assignment clauses that specifically prohibit plan members from assigning their benefits; Omega's assignment form is "inherently contradictory" because it cannot "simultaneously" be an assignee of a plan member's rights and an authorized representative as to those same rights; Omega has, once again, failed to provide United with an actual copy of the assignments and the only form in United's possession for LL confers authorized representative status and not assignee status; and none of Omega's assignment forms allow it to seek prospective fiduciary relief.
In response, Omega argues that Judge Brady's prior Ruling in this case, where he determined that Omega had standing to sue, forecloses any consideration of United's standing challenges raised in the instant Motion. Notably, Omega offers no legal support for its position. And, in spite of its argument, Omega addresses what it characterizes as the "lone novel" standing argument made by United, concerning the validity of the assignments in light of the Plans' anti-assignment language.
The Court disagrees with Omega's position. Importantly, United's prior Motion to Dismiss involved only facial attacks to standing, which limited the Court's analysis to the well-plead factual allegations of the Complaint. In the pending Motion , however, United has submitted evidence in support of its standing arguments. Hence, United's standing argument is no longer limited to facial attacks-it involves factual attacks, which alters the Court's analysis as well as the Plaintiff's burden of proof.
To the extent Omega may be relying on the law-of-the-case doctrine to support its position, the Court finds the doctrine is not an impediment to considering United's standing arguments. The real significance of the law-of-the-case doctrine is that it "preclude[s] a reexamination of issues of law decided on appeal, explicitly or by necessary implication, either by the district court on remand or by the appellate court in a subsequent appeal."
1. Validity of Omega's Assignments
Pursuant to
Although Omega has alleged that it holds valid assignments executed by the representative patients that confer derivative standing on Omega to assert the ERISA claims in this lawsuit, United contends the assignments are invalid. In particular, United asserts that the relevant Plans contain anti-assignment clauses that expressly prohibit plan members from assigning their benefits to an out-of-network provider like Omega; therefore, Omega's assignments are invalid. In response, Omega contends, as United anticipated, that La. R.S. § 40:2010 ("Louisiana's assignment statute") and related jurisprudence, saves its assignments in the face of the Plans' anti-assignment provisions.
The Court first turns its attention to the Plans' anti-assignment language. As previously explained, because this is a factual attack on standing, and the anti-assignment provisions are central to the claims at issue, the Court shall consider these provisions in evaluating United's Motion.
In the Summary Plan Description for representative patient "SJ," the anti-assignment provision provides as follows: "You may not assign your Benefits under the Plan to a non-Network provider without our consent. The Claims Administrator may, however, in their discretion, pay a non-Network provider directly for services rendered to you."
Although the foregoing language appears to prohibit assignments, Omega contends that Louisiana's assignment statute invalidates the anti-assignment provisions. La. R.S. § 40:2010 provides in pertinent part as follows:
*725No insurance company, employee benefit trust, self-insurance plan, or other entity which is obligated to reimburse the individual or to pay for him or on his behalf the charges for the services rendered by the hospital shall pay those benefits to the individual when the itemized statement submitted to such entity clearly indicates that the individual's rights to those benefits have been assigned to the hospital. When any insurance company, employee benefit trust, self-insurance plan, or other entity has notice of such assignment prior to such payment, any payment to the insured shall not release said entity from liability to the hospital to which the benefits have been assigned, nor shall such payment be a defense to any action by the hospital against that entity to collect the assigned benefits. However, an interim statement shall be provided when requested by the patient or his authorized agent.55
It is undisputed that United complied with representative patients' assignments, insofar as they requested that United make direct payments as required by La. R.S. § 40:2010 to their provider, or Omega.
At first blush, United's argument appears logical. In response, however, Omega asserts that the Fifth Circuit's decision, La. Health Serv. & Indem. Co. v. Rapides Healthcare Sys. (hereinafter " Rapides Healthcare "), has closed the door on United's argument.
In Rapides Healthcare , the plan administrator, Blue Cross Blue Shield of Louisiana ("BCBSLA"), filed an action seeking a declaratory judgment that La. R.S. § 40:2010 was preempted by ERISA to the extent that it applied to ERISA employee welfare benefit plans insured or administered by BCBSLA. Prior to filing suit, two hospitals had complained to the Louisiana Department of Insurance that BCBSLA failed to comply with the assignment statute after the hospitals terminated their participating provider agreements with BCBSLA. On the issue of preemption, BCBSLA advanced two arguments. First, BCBSLA asserted that La. R.S. § 40:2010 conflicted with ERISA's enforcement *726scheme. Second, it argued that the assignment statute was expressly preempted because it was a law that " 'relate[s] to' employee benefit plans."
As for the first argument, the Rapides Healthcare court found that ERISA was silent on the assignability of employee welfare benefits. The court further concluded that the assignment statute did not create an additional means to enforce payment of the benefits under an ERISA plan. Notably, the court explained that
The assignment of benefits from the patient to the hospital results solely in the transfer of the cause of action provided by § 502(a) from the patient to the hospital. The assignee takes what the assignor had; no more, no less. The assignment statute merely passes the sole enforcement mechanism-ERISA § 502-from patient to hospital; it does not impose any additional obligation on the ERISA plan administrator, nor does it create additional or separate means of enforcement.61
Therefore, the Rapides Healthcare court held that La. R.S. § 40:2010 was not in conflict with ERISA's exclusive enforcement mechanism.
As for its second argument, the Rapides Healthcare court disagreed with BCBSLA's contention that the "application of the assignment statute will impermissibly interfere with nationally uniform plan administration."
As discussed in Rapides Healthcare , the assignment of benefits under La. R.S. § 40:2010 also results in the transfer of the cause of action provided by ERISA § 502(a)-the sole enforcement mechanism-from the patient to the hospital. Therefore, contrary to United's position otherwise, when the representative patients' assigned direct payment of their benefits to Omega under La. R.S. § 40:2010, this also inherently resulted in *727the transfer of their legal rights to assert a Section 502(a) ERISA enforcement action to their provider. Accordingly, the Court finds that United's anti-assignment provisions are invalidated by La. R.S. § 40:2010.
In anticipation of such a finding, United argues that "if the text of La. R.S. § 40:2010 could be construed to invalidate the plans' anti-assignment language, the statute would be preempted by ERISA," based upon the United States Supreme Court decision, Gobeille v. Liberty Mutual Ins. Co.
According to United, Gobeille "eviscerated the very reasoning upon which the Fifth Circuit relied on in [ Rapides Healthcare ] in declining to hold La. R.S. 40:2010 was preempted."
In Dialysis Newco Inc. , the plan sponsor and administrator argued that the provider, CHS, lacked standing to sue because the plan's anti-assignment clause voided the provider's assignment. In response, the plaintiff-provider argued that Tennessee law, which governed the plan, prohibited anti-assignment clauses in insurance contracts; therefore, the plan's anti-assignment clause was invalid. After determining *728that Tennessee law applied to the plan, the district court considered whether Tennessee's assignment statute was preempted by ERISA. In particular, the court considered whether Tennessee's statute had a connection with an ERISA plan because the law " 'interferes with nationally uniform plan administration.' "
The Dialysis Newco Inc. court explained:
Here, for the same reasons as in [ Rapides Healthcare ], the Court finds that Tennessee's assignment statute does not govern a central matter of plan administration or interfere with uniform plan administration. It does not create additional obligations on the CHS Plan. The healthcare provider takes what the participant had-no more, no less. And it makes the administrative process easier by allowing the CHS Plan to deal with experienced healthcare providers instead of individual participants. Under the statute, CHS remains free to forbid assignments to non-medical third parties who lack this expertise.78
Like United attempts to do in this case, the defendants in Dialysis Newco Inc. argued that the legal framework underlying Rapides Healthcare was dismissed by the Supreme Court in Gobeille. The Dialysis Newco Inc. court flatly rejected the defendants' argument stating as follows:
Recognizing [ Rapides Healthcare's ] controlling strength, Defendants seek to weaken its pull by arguing that its framework was brushed aside by Gobeille , where the Supreme Court found that ERISA preempted a Vermont law. Their argument is unconvincing. Gobeille did not modify the framework used in Louisiana Health Service. The results differed because the state laws touched different subjects. In Gobeille , Vermont required ERISA plans to report information about claims and plan members. The Supreme Court found preemption necessary because ERISA has extensive reporting and disclosure requirements that are fundamental to its operation. Differing, or even parallel, regulations touching upon recordkeeping, such as Vermont's reporting regime, intrude upon this crucial component of ERISA and subject ERISA plans to new and wide-ranging liability. In contrast, the Tennessee statute does not intrude upon any fundamental part of ERISA because ERISA says precisely nothing about assignments. And unlike Vermont's requirements, the Tennessee statute does not expose plans to any additional liability.79
Subsequent to Dialysis Newco Inc. , two other district courts within the Fifth Circuit have reaffirmed the analysis and holding of Rapides Healthcare in the wake of Gobeille.
*729Like the Dialysis Newco Inc. , this Court too finds that Gobeille did not modify the Rapides Healthcare framework. The outcomes varied due to the nature of the state laws at issue. Unlike Louisiana's assignment statute, the contested Vermont statute in Gobeille imposed recordkeeping and reporting requirements on ERISA plans in addition to those already imposed by ERISA. La. R.S. § 40:2010, which deals expressly with assignments "does not intrude upon any fundamental part of ERISA," because ERISA is silent with respect to the assignability of benefits.
2. Validity of Assignment Language as Matter of Contract Law
As an alternative argument, United asserts that, in spite of the validity of the anti-assignment clauses, the assignment forms Omega claims to obtain from its patients are ambiguous, "inherently contradictory[,] and therefore invalid."
United has provided copies of the patient-signed "Assignment of Benefit" forms for SJ and DB, and further concedes that the language cited by Omega in the First Amended Complaint corresponds to the actual Assignment language.
THIS IS A DIRECT ASSIGNMENT OF MY RIGHTS AND BENEFITS UNDER THIS POLICY TO OMEGA HOSPITAL, L.L.C., AND DIRECT PAYMENT OF THESE BENEFITS AND OTHER AMOUNTS TO OMEGA, L.L.C. AS REQUIRED BY LA. R.S. SECTION 40:2010. I ALSO HEREBY APPOINT THE ABOVE DESIGNATED PROVIDER TO ACT AS MY AUTHORIZED REPRESENTATIVE FOR ANY HEALTH BENEFIT CLAIM FILED ON MY BEHALF FOR SERVICES RENDERED OR REQUESTED BY THIS AUTHORIZED REPRESENTATIVE.
I hereby assign to Omega Hospital, L.L.C. ("Omega"), all of my rights to benefits from UHC Insurance Company (the "Insurance Company") and all other insurance companies, employee benefit trusts, self-insurance plans, or other entities that are obligated to reimburse me or to pay benefits or other amounts for me or on my behalf for services rendered by Omega, as well as all of my rights to proceed against and file suits and claims against the Insurance Company with respect to these reimbursements, benefits, or other amounts, including, without limitation, my right to contest the amount of any payments made by the Insurance Company or to *730compel the payment of any amount. I further hereby instruct and direct Insurance Company to pay directly to Omega all such reimbursement, professional or medical expense benefits, and other amounts allowable and otherwise payable under my current insurance policy by reason of services rendered by Omega, as payment toward Omega's total charges, by check made out and mailed to....85
It is United's position that Omega's Assignment of Benefits form is unenforceable as a matter of law, because Omega cannot simultaneously serve as an assignee of a plan member's rights and an authorized representative as to those same rights. According to United, this is because "[a]n 'authorized representative' ... works on behalf of the patient with respect to a benefit decision or appeal, and an assignee ... acts on its own behalf as if it was the assignor."
While it is true that authorized representatives must sue "on behalf of" patients, and only assignees may file suit in their own names, United has not adequately explained to the Court why an assignment cannot do both. When faced with a similar argument, the United States District Court for the Southern District of Texas in Outpatient Specialty Surgery Partners, Ltd. v. Unitedhealthcare Insurance Co. explained how it actually "makes sense that healthcare provider would ask patients to convey both statuses."
While healthcare providers must be assignees of participants or beneficiaries to have standing under ERISA's civil enforcement provision, ERISA regulations require that an employee benefit plan's 'claims procedures do not preclude an authorized representative of a claimant from acting on behalf of such claimant in pursuing a benefit claim or appeal of an adverse benefit determination.'88
Ultimately, the Outpatient court concluded that a healthcare provider might want the authority to proceed in both capacities on behalf of a patient in order to pursue a full range of legal and administrative remedies.
The Court finds the Outpatient's court's reasoning to be persuasive and similarly concludes that an assignment may confer both authorized representative and assignee status to a provider. Accordingly, the Court denies United's Motion on this ground.
3. Assignment for Patient LL
United argues that it is no longer plausible that Omega is an assignee of *731patient LL, and, therefore, those claims should be dismissed. As previously discussed, United has come forward with the "Assignment of Benefit" forms for SJ and DB that were in its possession. However, United claims that it has no such form for LL in its files, and the form that it does have for LL bears no similarity to either the language in the Assignment of Benefit forms for SJ and DB, or as alleged in the pleadings. United argues that LL's form only conferred authorized representative status to Omega. Additionally, LL's form expired in April of 2015, more than sixteen months before Omega filed the instant lawsuit.
Omega fails to address United's argument head-on. Instead, Omega suggests in a footnote that "United could not have and would not have reimbursed Omega in the first instance had Omega failed to submit to it the proper from assigning 'LL's claims to Omega."
As this is a factual challenge to standing, and the assignments are central to the claims asserted in the First Amended Complaint , the Court shall consider the form submitted by Omega on behalf of LL. The form, which was signed and dated by LL on April 2, 2014, is captioned as a "Member Authorization Form for a Designated Representative to Appeal a Determination," ("Authorization Form") and provides, in pertinent part, as follows:
I hereby authorize Omega Hospital, L.L.C. to appeal United Healthcare's Determination concerning [L.L.], on my behalf, as my Designated Representative, and, as part of the appeal, I hereby authorize United Healthcare in its decision letter and in connection with the processing of my appeal, to communicate with my Designated Representative in all aspects of the appeal. I understand that these communications may contain the following: All medical and financial information contained in my insurance file ... I understand this information is privileged and confidential and will only be released as specified in this Authorization, or as required or permitted by law. This authorization is valid for a period of one year.93
Omega has alleged that LL executed an Assignment of Benefits from on November, 27, 2013, which contains the same language as the Assignment of Benefits forms for SJ and DB.
*732For instance, not only is the Authorization Form captioned differently than the Assignment of Benefits forms, but the Authorization Form is devoid of any language assigning to Omega the benefits or right to sue or bring claims for services rendered on behalf of patient LL. Instead, the Authorization Form allows Omega to serve in the limited capacity as LL's authorized representative for one year, or until April 2, 2015, for the sole purpose of appealing United's decision regarding payment for medical services. LL's Authorization Form actually corresponds with Omega's allegations that it filed a "second level appeal" on behalf of LL on April 2, 2014 "through the enclosed Authorization and/or Assignment."
While it was Omega's burden to submit facts through some evidentiary method to establish that the Court has subject matter jurisdiction over its claims, Omega failed to do so. Instead, Omega suggests that the Court infer that an Assignment of Benefits form for LL exists. Initially, the Court finds that an inference, without more, will not carry Omega's evidentiary burden on this factual challenge to standing. Furthermore, the Court finds that such an inference is unwarranted, because LL's Plan documents allow United to pay providers directly at its discretion, regardless of any Assignment. Based on the foregoing, the Court finds Omega has failed to demonstrate that it is an assignee of patient LL. Accordingly, the Court further finds that Omega lacks standing to assert any ERISA claims on LL's behalf, and those claims shall be dismissed without prejudice.
4. Breach of Fiduciary Claims
In Count III of its First Amended Complaint , Omega reurges what purports to be a Section 502(a)(3)(A) breach of fiduciary duty claim seeking prospective equitable relief. Omega seeks declaratory and injunctive relief that would prohibit United from recovering future or prospective overpayments in a manner that Omega claims violates the terms of its patients' Plans. Relying on the language of the Assignment of Benefits form, United argues that because Omega's assignments are narrow in scope, Omega lacks standing to pursue claims seeking prospective relief, such as its claims for breach of fiduciary duties. In response, Omega asserts that the Court resolved this issue in its prior Ruling when it found that Omega had Article III standing.
As an initial matter, and for those reasons previously discussed, the Court finds that Omega's argument lacks merit because United has now raised a factual attack to standing by submitting the Assignment of Benefits forms for SJ and DB. Because Omega refers to the assignments in its First Amended Complaint , and these assignments are central to the predicate question of whether Omega has standing to bring its claims, the Court deems it appropriate to consider the Assignment of Benefits forms in determining whether Omega has standing to assert its Section 502(a)(3) breach of fiduciary duty claim seeking prospective relief.
The Court finds the New Jersey District Court decision, *733Premier Health Center, P.C. v. Unitedhealth Group (" Premier Health ") to be instructive on this point.
One of the issues raised in the Premier Health decision was whether a medical care provider, who receives an assignment of benefits from a patient, is a beneficiary under ERISA with standing to pursue all of the remedies afforded under ERISA, including prospective injunctive relief. The relevant patient assignments provided that the patient:
assign[s] directly to Dr. Rodgers all insurance benefits, if any, otherwise payable to me for the services rendered. I understand that I am financially responsible for all charges whether or not paid by insurance. I hereby authorize the doctor to release all information necessary to secure payment of benefits.99
In its reasoning, the court acknowledged its prior holdings where it found that "an assignment of benefits to a provider logically gives the provider standing to bring claims under ERISA for the benefits it was assigned."
Relying on the reasoning of Premier Health , the Court finds that Omega's assignments fail to encompass prospective claims for injunctive relief. In this case, Omega's "Assignment of Benefits and Designation" forms provide in part as follows:
THIS IS A DIRECT ASSIGNMENT OF MY RIGHTS AND BENEFITS UNDER THIS POLICY TO OMEGA HOSPITAL, L.L.C., AND DIRECT PAYMENT OF THESE BENEFITS AND OTHER AMOUNTS TO OMEGA, L.L.C. AS REQUIRED BY LA. R.S. SECTION 40:2010. I ALSO HEREBY APPOINT THE ABOVE DESIGNATED PROVIDER TO ACT AS MY AUTHORIZED REPRESENTATIVE FOR ANY HEALTH BENEFIT CLAIM FILED ON MY BEHALF FOR SERVICES RENDERED OR REQUESTED BY THIS AUTHORIZED REPRESENTATIVE.
I hereby assign to Omega Hospital, L.L.C. ("Omega"), all of my rights to benefits from UHC Insurance Company (the "Insurance Company") and all other insurance companies, employee benefit trusts, self-insurance plans, or other entities that are obligated to reimburse me or to pay benefits or other amounts for me or on my behalf for services rendered by Omega, as well as all of my rights to proceed against and file suits and claims against the Insurance Company with respect to these reimbursements, *734benefits, or other amounts, including, without limitation, my right to contest the amount of any payments made by the Insurance Company or to compel the payment of any amount. I further hereby instruct and direct Insurance Company to pay directly to Omega all such reimbursement, professional or medical expense benefits, and other amounts allowable and otherwise payable under my current insurance policy by reason of services rendered by Omega, as payment toward Omega's total charges, by check made out and mailed to....104
The Court finds that the scope of the assignments in this case far exceeds the scope of the assignments at issue in the Premier Health decision. Here, the assignments clearly assign to Omega the right to file suits and pursue claims against the patient-assignee's insurance company to seek reimbursements, benefits, and recover other amounts for "services rendered" by Omega. Importantly, however, this assignment does not give Omega the right to pursue prospective injunctive or declaratory relief for its patients on future claims for reimbursement and benefits. The assignment specifically qualifies the assignment of rights to those for past services provided by Omega (i.e., "services rendered").
United also correctly argues that within the Fifth Circuit, a health care provider can obtain derivative standing to assert an ERISA claim for a breach of fiduciary duty under Section 502(a)(3), if the claim is expressly and knowingly assigned.
Because an assignment of a fiduciary breach of duty claim affects all plan participants, and unsuccessful claims can waste plan resources that are meant to be available for employees' retirements, these claims are not assigned by implication or by operation of law. Instead, only an express and knowing assignment of an ERISA fiduciary claim is valid.107
In the recent decision, Gilmour for Grantor Trusts of Victory Parent Co., LLC v. Aetna Health, Inc. , the district court for the Western District of Texas, which was presented with a factual attack on standing, considered the plan members' assignments in determining whether the provider had derivative standing to assert claims for breach of fiduciary duty under Section 502(a)(3). The assignments stated that the assignor
does hereby sell, transfer, convey, grant and irrevocably and forever assign to [Victory] all known and unknown, past, present, and future rights, title and interest in all claims, causes of action (i.e., pursuant to common law, statute, or in *735equity and whether based upon tort, breach of contract, breach of fiduciary duty , or otherwise), insurance benefits, health care benefits and all other legal rights or recovery from/against ... (ii) any and all health plans pursuant to which Assignor and/or Patient are entitled to receive health benefits and/or money to pay for medical care, hospital care, medical devices or treatment ...108
Based on the foregoing language, the Gilmour court found that the assignments "expressly assigned" the provider "any claim for breach of fiduciary duty held by the Aetna plan member executing the assignment."
Unlike the assignment in Gilmour , the Court finds that there is no express reference to fiduciary duty claims, or the assignment of future rights for that matter, in Omega's assignments. As previously discussed, without "an express and knowing assignment of an ERISA fiduciary breach claim," all of Omega's breach of fiduciary claims must fail for lack of standing.
Based on the foregoing, the Court finds that Omega lacks derivative standing to assert its Section 502(a)(3)(A) breach of fiduciary duty claim seeking prospective relief, and Section 502(a)(3)(B) breach of fiduciary duty claim seeking unjust enrichment due to United's failure to comply with the terms of the Plans. Accordingly, Count III and Count IV of Omega's First Amended Complaint shall be dismissed for lack of derivative standing.
B. Exhaustion of Administrative Remedies
United argues that even if the Court were to find that Omega had plead a plausible violation of plan terms or ERISA, it forfeited the right to bring suit for failure to exhaust administrative remedies. United contends that because it is clear from the face of the First Amended Complaint that Omega failed to exhaust administrative remedies by conceding that it failed to pursue an ERISA member appeal of United's overpayment determinations for SJ and LL, dismissal is appropriate. United asserts that Omega should not be afforded any equitable relief excusing it from proving exhaustion at this juncture because Omega had admittedly taken advantage of United's administrative remedies in the past. United further argues that Omega's informal attempt to appeal the reimbursements sought or Audit Findings/Overpayment Notification via letter in November 2013, is not a substitute for the formal ERISA appeals process necessary for purposes of exhaustion.
In response, Omega makes two arguments. Omega contends that it exhausted the only administrative remedies made available for challenging United's audit and recoupment process. To the extent it failed to exhaust its administrative remedies, Omega asserts that because United *736failed to furnish Omega with notice of the ERISA appeals procedures, it was denied of meaningful access to pursue an ERISA appeal. In the alternative, Omega asserts that any failure to appeal United's overpayment determinations should be excused as being futile.
"Generally, a claimant seeking to recover plan benefits under ERISA must first exhaust available remedies under the plan before bringing suit."
"[U]nder
As for its first argument, Omega has alleged that it contested United's unilateral cross-plan offsetting and recoupment practices through the only remedy made available to it during the audit process. For patient SJ, upon receipt of the "Audit Findings/Overpayment Notification," Omega allegedly, through written correspondence, expressed its disagreement with the audit findings within 30 days of the notification and requested that United "disclose the sources of [its] alleged information."
Based upon the foregoing allegations, the Court finds that Omega has plead facts indicating that that it was denied meaningful access to administrative remedies. In particular, Omega has sufficiently alleged that it pursued the only available administrative remedy that United made available in order to challenge the overpayment determinations as to SJ, LL, and DB-through the submission of correspondence objecting to United's audit determination. Omega has also plead that it did not enjoy meaningful access to administrative remedies because United failed to reference the specific Plan provisions on which the overpayment determinations were made and which set forth the applicable procedures for Omega to pursue an administrative review of United's overpayment determinations.
C. Plausibility of ERISA Claims
United argues that even if the Court were to find that Omega has standing, its ERISA claims must fail because they are not plausible. Because the Court has already concluded that Counts III and IV must be dismissed for lack of standing, it shall only consider the viability of Omega's remaining ERISA claims asserted in Counts I and II of the First Amended Complaint.
1. Count I: Claim for Benefits under Section 502(a)(1)(B),
Section 502(a)(1)(B) of ERISA authorizes a suit by a plan participant or beneficiary "to recover benefits due to him under the terms of his plan, to enforce his rights under the terms of the plan, or to clarify his rights to future benefits under the terms of the plan."
Citing to the Northern District of Texas opinion, Innova Hospital San Antonio, L.P. v. Blue Cross and Blue Shield of Georgia, Inc. , United argues that Omega's claim must be dismissed because Omega has failed to "identify a specific plan term that confers the benefits in question."
Therefore, in light of the Fifth Circuit's Innova decision, the Court finds that Omega's claim does not fail because it did not identify the specific plan language entitling it to benefits. Nevertheless, the Court finds that Omega's claim must fail because it has not plausibly plead that it is entitled to the benefits at issue-those recouped by cross-plan offsetting.
Even accepting the well-plead factual allegations as true, the Court finds that Omega has failed to allege that United directly recouped any overpayments from the ERISA Plans of SJ or LL as a result of the unilateral post-payment audits. Nor has Omega alleged that the representative Plans at issue in this case-SJ's Plan, LL's Plan, or DB's Plan, for that matter-ever executed cross-plan offsets in making their payments to Omega. Rather, the allegations provide that after payments for Covered Services were initially made to Omega under the three *739Plans, United determined that Omega had been overpaid and requested reimbursement via audit. Critically, the First Amended Complaint alleges that the overpayments pertaining to these three Plans were recouped by "reducing payment for services rendered by Omega to unrelated patient accounts , none of which patient accounts and services were covered under the same United Group plan" as SJ, LL, or DB.
Moreover, as correctly argued by United, in order for Omega to challenge the legality of the cross-plan offsets, it must sue using the rights of patients who are participants in the Plans that executed the offsets.
For the foregoing reasons, the Court finds that Omega and ERISA Plan class representative SJ has failed to allege a plausible claim for benefits under ERISA. Accordingly, Omega's
2. Count II: Failure to Provide Full and Fair Review Under ERISA,
In Count II of the First Amended Complaint , Omega alleges that United failed to provide Omega and the ERISA Class members a full and fair review of denied claims as required under
Section 1133 of ERISA provides: "In accordance with regulations of the Secretary, every employee benefit plan shall ... afford a reasonable opportunity to any participant whose claim for benefits has been denied for a full and fair review by the appropriate named fiduciary of the *740decision denying the claim."
United contends that Omega's
Omega appears to concede that
*741Class member."
As for United's second argument, Omega again appears to concede United's point for failure to oppose it. Within the Fifth Circuit, district courts have found that the ERISA Plan, itself, is the only proper defendant in a Section 503 claim.
D. State Law Claims
The Court now turns its attention to Omega's remaining state law breach of contract and negligent misrepresentation claims. Omega has not alleged any independent basis for federal jurisdiction over these claims. While district courts have supplemental jurisdiction over state law claims that are "so related to claims in the action within such original jurisdiction that they form part of the same case or controversy," the court may decline to exercise supplemental jurisdiction if it has dismissed all claims over which it has original jurisdiction.
IV. CONCLUSION
For the foregoing reasons, the Motion to Dismiss filed by Defendants, United Healthcare Services, Inc. and United Healthcare of Louisiana, Inc. is hereby granted in part, and denied in part.
Accordingly, it is hereby ordered that Omega Hospital, LLC's ERISA claims brought on behalf of patient LL are hereby dismissed without prejudice for lack of standing.
It is further ordered that Omega Hospital, LLC's claims for benefits brought on behalf of patient SJ under ERISA Section 502(a)(1)(B),
*742Section 503,
It is hereby further ordered that Omega Hospital, LLC's breach of fiduciary claims brought on behalf of patient SJ under ERISA §§ 502(a)(3)(A) and 502(a)(3)(B)(Counts III and IV) are dismissed without prejudice for lack of standing.
It is further ordered that Omega Hospital, LLC's state law claims are hereby dismissed without prejudice.
It is so ordered.
Doc. 67.
Doc. 76 and Doc. 80. United also submitted a Notice of Supplemental Authority to which Omega filed a Response. Doc. 88 and Doc. 89.
Doc. 1; Doc. 41.
Doc. 11.
Doc. 38. Originally this case was assigned to Judge Shelly Dick, who, after conducting oral argument, recused herself from the matter. The case was subsequently reassigned to Judge James Brady, who issued the Ruling on United's original Motion to Dismiss. Due to Judge Brady's passing, the case was reassigned to the undersigned Judge.
Doc. 38, p. 4.
Doc. 38, p. 7.
Doc. 38, p. 9.
La. R.S. § 22:1832.
La. R.S. §§ 22:1838(B) and (E).
Doc. 38, pp. 8-9.
Doc. 41.
Doc. 67.
Doc. 41, pp. 7-8.
Doc. 41, pp. 11-12.
Doc. 41, pp. 9-10.
Doc. 58-1. (under seal).
Doc. 41, pp. 8, 10, and 12.
Doc. 41, p. 19.
Doc. 41, p. 19.
Omega alleges that the United Defendants failed to provide it and the ERISA class members "full and fair review" of denied claims pursuant to
Doc. 41, pp. 29-30.
Doc. 41, pp. 30-31.
Doc. 41, pp. 31-33. For instance, Omega has alleged that the "Defendants' misrepresentations and after-the-fact reimbursement reversals were materially misleading to Omega and to the Non-ERISA Plan Class members, each of whom accepted United insureds as patients based on representations concerning the existence of coverage and the rate of reimbursement and subsequently made business policy and decisions based on the promised reimbursements, or the original reimbursements issued and represented by the Defendants to be final payments for closed claims." Doc. 41, p. 32.
Doc. 41, pp. 33-34. Omega alleges that "none of the United plans at issue in this case contain terms and conditions allowing for cross-plan recoupment of alleged overpayments to the members of the putative Classes." Omega also claims that "[b]y improperly and unlawfully retaining and continuing to retain, recouping and continuing to recoup, offsetting and continue to offset, and otherwise taking back recoupment, cross-plan recoupment, offset and/or withholding reimbursements previously paid to Omega and to the ERISA Class and Non-ERISA Plan Class members, the Defendants have breached the plan contract between the Defendants and the plan beneficiaries (and their healthcare providers where acting pursuant to a valid assignment)." Doc. 41, p. 33.
See Memorial Hermann Health System v. Pennwell Corp. Medical and Vision Plan , Civil Action No. 17-2364,
Kokkonen v. Guardian Life Ins. Co. of America ,
In re FEMA Trailer Formaldehyde Prods. Liab. Litig. ,
Home Builders Ass'n of Miss., Inc. v. City of Madison ,
Ramming v. United States ,
Crenshaw-Logal v. City of Abilene ,
See Paterson v. Weinberger ,
Harmouche v. Consulate General of the State of Qatar ,
Paterson ,
Harmouche ,
Williamson v. Tucker ,
Paterson ,
In re Katrina Canal Breaches Litigation ,
Tanglewood East Homeowners v. Charles-Thomas, Inc. ,
Ashcroft v. Iqbal ,
Taha v. William Marsh Rice Univ. , Civil Action No. H-11-2060,
Bell Atlantic Corp. v. Twombly ,
Iqbal ,
Tellabs, Inc. v. Makor Issues & Rights, Ltd. ,
Doc. 76.
McPeters v. LexisNexis ,
Tango Transp. v. Healthcare Fin. Servs., LLC ,
Doc. 67-9, p. 65.
Doc. 67-10, p. 77.
Doc. 67-11, p. 93.
La. R.S. § 40:2010.
Doc. 58-6, p. 14 (DB)(under seal); Doc. 58-7, p. 11 (SJ)(under seal). While this point is not in dispute for purposes of this Motion , United does argue that it has been unable to locate any similar assignment form patient "LL." Instead, United contends it only has a form that authorizes Omega to serve as LL's representative, not as an assignee. United's argument will be addressed herein at Section III(A)(3).
Doc. 80, p. 2.
Doc. 67-1, p. 16.
La. Health Serv. & Indem. Co. v. Rapides Healthcare Sys. ,
Doc. 67-1, p. 16. Gobeille v. Liberty Mut. Ins. Co. , --- U.S. ----,
Id. at 947.
Doc. 67-1, p. 17.
Dialysis Newco Inc. v. Community Health Systems Trust Health Plan , Civil Action No. 15-272,
Id. at *7.
Id. (internal citations omitted).
St. Charles Surgical Hosp. v. La. Health Serv. & Indemnity Co. , Civil Action No. 17-2590,
Dialysis Newco Inc. ,
Dialysis Newco Inc. ,
Doc. 67-1, p. 18.
Doc. 67-1, p. 19 n. 7. United further notes and reiterates in its Memorandum and Reply that it has been unable to "locate any record that Omega transmitted an assignment of benefits form in connection with patient LL's claim." Doc. 67-1, p. 19 n. 7, and p. 20; Doc. 80, p. 5.
Doc. 58-7, p. 11 (Assignment for SJ) (under seal)(bold emphasis original; italicization emphasis added); see also , 58-6, p. 14 (Assignment for DB)(under seal)("This is a direct assignment of my rights and benefits under this policy to Omega Hospital, LLC, and direct payment of these benefits and other amounts to Omega Hospital, LLC as required by LA R.S. Section 40:2010. I also hereby appoint the above designated provider to act as my authorized representative for any health benefit claim filed on my behalf for services rendered or requested by this authorized representative ."(emphasis original)(the remainder of DB's Assignment mirrors the language of SJ's Assignment) ).
Doc. 67-1, p. 19. United quoting Almont v. Ambulatory Surgery Ctr., LLC v. UnitedHealth Grp. ,
Outpatient Specialty Surgery Partners, Ltd. v. Unitedhealthcare Ins. Co. d/b/a Unitedhealthcare Community Plan, et al. , Civil Action No. 15-2983,
Id. at *4 (quoting
Doc. 76, p. 10, n. 3.
Doc. 67-10, pp. 102-103. ("Policy-the entire agreement issued to the Enrolling Group that includes all of the following: The Group Policy; This Certificate; The Schedule of Benefits; The Enrolling Group's application; Riders; Amendments. These documents make up the entire agreement that is issued to the Enrolling Group.").
Doc. 67-10, p. 77.
Doc. 58-4, p. 16. (under seal).
Doc. 41, pp. 8-9.
Again the Court notes that, for the purposes of this Motion , United acknowledges that the actual language of the Assignment of Benefits forms for SJ and DB is accurately captured in the First Amended Complaint. Doc. 67-1, p. 19, n. 7; p. 20.
Doc. 41, p. 9.
Doc. 76, pp. 16-17. ("Once again, the referenced second level of appeal was from United's initial claim determination. The initial claim determination is not the issue in this case.").
Doc. 41, pp. 3-4 (First Amended Complaint ); Doc. 58-7, p. 11 (Assignment for SJ) (under seal)(bold emphasis original; italicization emphasis added); see also , 58-6, p. 14 (Assignment for DB)(under seal).
Doc. 80, p. 4
Grand Parkway Surgery Center, LLC v. Health Care Service Corp. , Civil Action No. 15-0297,
Texas Life, Accident, Health & Hospital Service Insurance Guaranty Association v. Gaylord Entertainment Company ,
Gilmour for Grantor Trusts of Victory Parent Co., LLC v. Aetna Health, Inc. , Civil Action No. 17-00510,
See supra note 106.
Omega argues in its Opposition that Count II is also a breach of fiduciary claim. The Court has considered the allegations and does not perceive it to be so. Doc. 76, p. 14.
Tex. General Hosp., L.P. v. United Healthcare Servs., Inc. , Civil Action No. 15-2096,
Denton v. First Nat. Bank of Waco, Tex. ,
N. Cypress Med. Ctr. Operating Co. v. CIGNA Healthcare ,
Koehler v. Aetna Health Inc. ,
Doc. 41, p. 8.
Doc. 41, p. 8.
Doc. 41, p. 8.
Doc. 41, p. 8.
Doc. 41, p. 10.
Doc. 41, p. 10.
Doc. 41, pp. 9-10.
As for these latter allegations, the Court agrees with Omega that United has conflated Omega's allegations by intertwining material that was submitted to Omega in connection with United's second level appeal process and the subsequent audit or cross-plan offsetting process. Doc. 76, p. 10.
Even though the Court has determined that Omega lacks standing to assert ERISA claims on behalf of LL, the Court includes LL's plan in its analysis of Omega's claim for benefits.
Aetna Health Inc. v. Davila ,
Doc. 41, pp. 25-26.
Doc. 67-1, p. 26.
Innova Hosp. San Antonio, L.P. v. Blue Cross and Blue Shield of Ga., Inc. , Civil Action No. 12-1607,
Innova Hosp. San Antonio, L.P. v. Blue Cross and Blue Shield of Ga., Inc. ,
Doc. 76, pp. 21-22 (In its Opposition , Omega asserts that "[t]he amounts in dispute are those recouped by cross-plan offsetting, in some instances more than one year after the original benefits claim was paid and closed. There is nothing in either the Summary Plan Description or Certificate of Coverage (or presumably the complete Plan) that permits cross-plan offsetting."). In its First Amended Complaint , Omega alleges as follows: "As a further consequence of the Defendants' failure to comply with ERISA in the Defendants' recoupment efforts, Omega, individually and on behalf of the members of the ERISA class, is entitled to and does seek unpaid benefits, interest back to the date the claims were originally submitted to the Defendants, withdrawal of all claims for rescission or other relief asserted against Omega or the members of the ERISA Class, and repayment of any amounts paid by or withheld from Omega or from the members of the ERISA Class." Doc. 41, p. 26.
Doc. 41, pp. 8, 10, and 12. (emphasis added)
Doc. 50-1, pp. 30-31; Doc. 80, p. 8. Although Omega heavily relies upon Peterson, D.C. v. Unitedhealth Grp. Inc. for support of its claims, there is a distinct difference between the two cases. In Peterson , the claims were brought on behalf of patients for whom United withheld all or some of their benefit payments in order to offset overpayments that were previously made to their providers for treatment of other patients, enrolled in different plans.
Doc. 41, p. 28.
Murphy v. Verizon Communications, Inc. , Civil Action 09-2262,
Lafleur v. La. Health Serv. & Indem. Co. ,
Houston Home Dialysis, LP v. Blue Cross and Blue Shield of Texas , Civil Action No. 17-2095,
Doc. 41, p. 29.
See e.g. , Allied Ctr. for Special Surgery, Austin, L.L.C., v. Unitedhealthcare Ins. Co. , Civil Action No. 16-1273,
See, e.g. , Doc. 41, pp. 5, 12, 18, 26, 28, and 30.
See
Doc. 67.