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UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

SOUTH BROWARD HOSPITAL 

DISTRICT, D/B/A/ MEMORIAL 

HEALTHCARE SYSTEM, 

on its own behalf and on behalf of other 

similarly situated healthcare facilities, 

Plaintiff, 

ELAP SERVICES, LLC and GROUP & 

PENSION ADMINISTRATORS, INC., 

 Defendants.

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Case No. 0:20-cv-61007-AHS

 

DEFENDANTS’ ANSWER AND AFFIRMATIVE DEFENSES TO 

PLAINTIFF’S AMENDED COMPLAINT

Defendants ELAP Services, LLC (“ELAP”) and Group & Pension Administrators, Inc. 

(“GPA”) (collectively, “Defendants”) hereby file their Answer and Affirmative Defenses to the 

Amended Complaint [D.E. 24] filed by Plaintiff South Broward Hospital District (“Plaintiff” or 

“SBHD”). 

ANSWER

INTRODUCTION

1. Defendants admit that ELAP touts its service as—and that its services in fact are—

a way for businesses to save money on healthcare by installing reimbursement metrics into health 

plans that are based on objective, industry standard benchmarks to determine the allowable claim 

limits under the health plan. Defendants admit that ELAP serves as the designated decisionmaker 

for some of their clients, and in that role ELAP determines the allowable claim limit based on the 

reimbursement metrics contained in the plan documents. Except as specifically admitted herein, 

Defendants deny all remaining allegations contained in paragraph 1. 

2. Defendants admit that ELAP refers to its services as—and that its services in fact 

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are—a “fair” and “responsible and sustainable management of healthcare costs.” Except as 

specifically admitted herein, Defendants deny all remaining allegations contained in paragraph 2. 

3. Defendants deny all allegations contained in paragraph 3. 

4. Defendants deny all allegations contained in paragraph 4. 

5. ELAP admits “Reference Based Pricing” is one of several industry terms that have 

been used to describe the reimbursement metrics used by healthcare plans that are clients of ELAP 

(hereinafter, the “Plans”). Except as specifically admitted herein, Defendants deny all remaining 

allegations contained in paragraph 5. 

6. The allegations of paragraph 6 about state and federal laws concerning the 

provision of emergency treatment to patients are denied as conclusions of law to which no response 

is required. To the extent that any response is required, Defendants deny all allegations contained 

in paragraph 6. 

7. Defendants admit ELAP is paid a percentage of the hospital’s total charges for each 

bill ELAP audits. Except as specifically admitted herein, Defendants deny all remaining 

allegations contained in paragraph 7. 

8. Defendants admit ELAP works with other legitimate companies, including GPA, 

which serves as a third party administrator for some of the Plans. Defendants lack knowledge or 

information sufficient to form a belief as to veracity of the allegation that GPA is “familiar to 

healthcare providers like Plaintiff”; therefore, that allegation is denied on that basis. Except as 

specifically admitted herein, Defendants deny all remaining allegations contained in paragraph 8. 

9. Defendants admit MultiPlan operates one or more well-known networks with 

contracts and pre-negotiated rates with many healthcare providers. Defendants lack knowledge or 

information sufficient to form a belief as to veracity of the allegation that MultiPlan has contracts 

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and pre-negotiated rates with Plaintiff; therefore, that allegation is denied. Except as specifically 

admitted herein, Defendants deny all remaining allegations contained in paragraph 9. 

10. Defendants lack knowledge or information sufficient to form a belief as to veracity 

of the allegation that Plaintiff contracts with MultiPlan and is in MultiPlan’s paid provider 

network; therefore, that allegation is denied. Defendants deny the Plans are parties to any 

MultiPlan network including Plaintiff. Except as specifically admitted herein, Defendants deny all 

remaining allegations contained in paragraph 10. 

11. Defendants admit that hospitals contracted with MultiPlan will not receive payment 

at the MultiPlan rates from the Plans because the Plans are not parties to a MultiPlan network that 

includes hospitals. Some Plans are parties to a MultiPlan network that includes physicians and 

other healthcare professionals, but not hospitals. Insurance cards for such Plans properly disclose 

this fact by including the MultiPlan logo for the appropriate MultiPlan network with which the 

Plan participates, which typically includes a phrase such as “Physician Only” or “Practitioner 

Only.” For hospitals with which a Plan does not have a contractual rate of reimbursement—either 

through a MultiPlan network or otherwise—ELAP determines the allowable claim limit based on 

the reimbursement metrics contained in the plan documents, which is typically the greater of 

(1) the amount Medicare would pay for the same goods and services in the geographic area plus 

20% or (2) the hospital’s cost to provide the goods and services—determined by the hospital’s 

self-reported, departmental-specific cost to charge ratios in its annual cost report filed with the 

federal government—plus 12%. Defendants admit the Plans honor the MultiPlan network rates for 

networks in which they participate, which sometimes results in doctors being paid at MultiPlan 

rates. Except as specifically admitted herein, Defendants deny all remaining allegations contained 

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in paragraph 11. 

12. Defendants deny all allegations contained in paragraph 12. 

13. Defendants admit ELAP provides information about its identity and role to 

healthcare providers. Insurance cards used by the Plans are documents that speak for themselves 

and any allegations in paragraph 13 that are inconsistent with the insurance cards are denied. The 

website referenced on insurance cards used by the Plans is a document that speaks for itself and 

any allegations in paragraph 13 that are inconsistent with the website are denied. Except as 

specifically admitted herein, Defendants deny all remaining allegations contained in paragraph 13. 

14. Defendants deny all allegations contained in paragraph 14. 

15. Defendants deny all allegations contained in paragraph 15. 

16. Defendants deny all allegations contained in paragraph 16. 

17. Defendants deny all allegations contained in paragraph 17. 

18. Defendants deny all allegations contained in paragraph 18. 

19. The allegations of paragraph 19 are denied as conclusions of law to which no 

response is required. To the extent that any response is required, Defendants deny all allegations 

contained in paragraph 19. 

20. The allegations of paragraph 20 are denied as conclusions of law to which no 

response is required. To the extent that any response is required, Defendants deny all allegations 

contained in paragraph 20. 

21. Defendants deny all allegations contained in paragraph 21. 

PARTIES

22. Defendants admit the allegation contained in paragraph 22. 

23. Defendants deny the allegations contained in paragraph 23. ELAP is a limited 

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liability company organized under the laws of Delaware, with its principal place of business in 

Wayne, Pennsylvania. 

24. Defendants admit the allegation contained in paragraph 24. 

Jurisdiction and Venue 

25. The allegations of paragraph 25 are denied as conclusions of law to which no 

response is required. To the extent that any response is required, Defendants deny all allegations 

contained in paragraph 25. 

26. The allegations of paragraph 26 are denied as conclusions of law to which no 

response is required. To the extent that any response is required, Defendants deny all allegations 

contained in paragraph 26. 

27. The allegations of paragraph 27 are denied as conclusions of law to which no 

response is required. To the extent that any response is required, Defendants deny all allegations 

contained in paragraph 27. 

28. Defendants deny all allegations contained in paragraph 28. 

FACTUAL BACKGROUND 

29. Defendants admit that ELAP holds itself out as providing—and does in fact 

provide—healthcare claims auditing and repricing services as well as providing access to legal 

representation for its health plans and their members. Except as specifically admitted herein, 

Defendants deny all remaining allegations contained in paragraph 29. 

30. Defendants admit a self-funded health plan assumes the financial risk of paying 

benefits due under its health plan and that some employers outsource claims handling functions to 

third party administrators, such as GPA. Except as specifically admitted herein, Defendants deny 

all remaining allegations contained in paragraph 30. 

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31. The quotation in paragraph 31 refers to a document that speaks for itself and all 

allegations inconsistent therewith are denied. Defendants deny all allegations contained in 

paragraph 31. 

32. Defendants deny the allegations contained in paragraph 32. 

33. Defendants admit that some health plans adopt certain reimbursement metrics in 

lieu of utilizing traditional PPOs. Except as specifically admitted herein, Defendants deny all 

remaining allegations contained in paragraph 33. 

34. Defendants deny all allegations contained in paragraph 34. 

35. Defendants admit Reference Based Pricing is not wrongful. Defendants lack 

knowledge or information sufficient to form a belief as to veracity of the allegations concerning 

what “many plans that use Reference Based Pricing” do; therefore, those allegations are denied. 

The allegations concerning insurance identification cards refer to documents that speak for 

themselves and any allegations inconsistent therewith are denied. Except as specifically admitted 

herein, Defendants deny all remaining allegations contained in paragraph 35. 

36. The vague allegations of paragraph 36 concerning the legality of “Reference Based 

Pricing” are denied as conclusions of law to which no response is required. Defendants lack 

knowledge or information sufficient to form a belief as to veracity of the allegations concerning 

unspecified “Reference Based Pricing” models; therefore, those allegations are denied. Defendants 

deny all remaining allegations contained in paragraph 36. 

37. The allegations of paragraph 37 concerning the legality of the reimbursement 

metrics used by the Plans are denied as conclusions of law to which no response is required. To 

the extent that a response is required, Defendants deny all allegations contained in paragraph 37. 

38. Defendants admit the allowable claim limit for ELAP health plans is typically the 

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greater of (1) the amount Medicare would pay for the same goods and services in the geographic 

area plus 20% or (2) the hospital’s cost to provide the goods and services—determined by the 

hospital’s self-reported, departmental-specific cost to charge ratios in its annual cost report filed 

with the federal government—plus 12%. Except as specifically admitted herein, Defendant denies 

all remaining allegations contained in paragraph 38. 

39. Defendants deny all allegations contained in paragraph 39. The document 

referenced in footnote 2 to paragraph 39 speaks for itself and any allegations inconsistent therewith 

are denied. Defendants deny the remaining allegations of footnote 2 to paragraph 39 as conclusion 

of law to which no response is required. 

40. The document referenced in footnotes 3 and 4 to paragraph 40 speaks for itself. 

Defendants deny all allegations contained in paragraph 40 and footnotes 3 and 4 thereto. 

41. Defendants deny all allegations contained in paragraph 41. 

42. Defendants lack knowledge or information sufficient to form a belief as to veracity 

of the allegations about the alleged beliefs or knowledge of Plan member patients or healthcare 

providers; therefore, those allegations are denied. Defendants deny all remaining allegations of 

paragraph 42. 

43. Defendants deny the allegations contained in paragraph 43. 

44. Defendants admit that some providers and insurers participate in networks that are 

sometimes described as a “PPO model.” Defendants lack knowledge or information sufficient to 

form a belief as to veracity of the allegations about whether Plaintiff has participation agreements 

with PPOs; therefore, those allegations are denied. Except as specifically admitted herein, 

Defendants deny all remaining allegations contained in paragraph 44. 

45. PPO participation agreements are documents that speak for themselves and any 

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allegations inconsistent therewith are denied. Defendants lack knowledge or information sufficient 

to form a belief as to veracity of the allegations about unidentified PPO participation agreements; 

therefore, those allegations are denied. Defendants deny all remaining allegations contained in 

paragraph 45. 

46. PPO participation agreements are documents that speak for themselves and any 

allegations inconsistent therewith are denied. Defendants lack knowledge or information sufficient 

to form a belief as to veracity of the allegations about why some unspecified self-funded plans and 

unspecified PPOs have entered into such agreements; therefore, those allegations are denied. 

Defendants deny all remaining allegations contained in paragraph 46. 

47. Unidentified “patient agreements” are documents that speak for themselves and any 

allegations inconsistent therewith are denied. The allegations of paragraph 47 concerning alleged 

patient payment obligations are denied as conclusions of law to which no response is required. 

Defendants deny all allegations contained in paragraph 47. 

48. The allegations of paragraph 48 concerning the Patient Protection and Affordable 

Care Act are denied as conclusions of law to which no response is required. Defendants deny all 

remaining allegations contained in paragraph 48. 

49. The allegations of paragraph 49 are denied as conclusions of law to which no 

response is required. To the extent paragraph 49 contains any allegation to which a response it 

required, Defendants deny such allegations. 

50. The allegations of paragraph 50 are denied as conclusions of law to which no 

response is required. To the extent that any response is required, Defendants deny the remaining 

allegations contained in paragraph 50. 

51. The allegations of paragraph 51 are denied as conclusions of law to which no 

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response is required. To the extent that any response is required, Defendants deny all remaining 

allegations contained in paragraph 51. 

52. The allegations of paragraph 52 are denied as conclusions of law to which no 

response is required. To the extent that any response is required, Defendants deny the allegations 

contained in paragraph 52. 

53. The allegations of paragraph 53 are denied as conclusions of law to which no 

response is required. To the extent that any response is required, Defendants deny the allegations 

contained in paragraph 53. 

54. The allegations of paragraph 54 are denied as conclusions of law to which no 

response is required. To the extent that any response is required, Defendants deny the allegations 

contained in paragraph 54. 

55. Defendants admit ELAP’s clients are sponsors of self-funded health plans, and 

ELAP performs agreed-upon services, including auditing certain health care claims and 

administering certain aspects of the health plan, in exchange for compensation. Except as 

specifically admitted herein, Defendants deny all remaining allegations of paragraph 55. 

56. The allegations of paragraph 56 and footnote 6 refer to a document which speaks 

for itself and the allegations inconsistent therewith are denied. Defendants deny all remaining 

allegations contained in paragraph 56. 

57. The allegations of paragraph 57 and footnote 7 refer to a document which speaks 

for itself and any allegations inconsistent therewith are denied. Defendants deny all remaining 

allegations contained in paragraph 57. 

58. The allegations of paragraph 58 and footnotes 8 and 9 refer to a document which 

speaks for itself and the allegations inconsistent therewith are denied. Except as specifically 

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admitted herein, Defendants deny all remaining allegations contained in paragraph 58. 

59. The allegations of paragraph 59 refer to a document that speaks for itself and any 

allegations inconsistent therewith are denied. Defendants deny all remaining allegations contained 

in paragraph 59. 

60. The allegations of paragraph 60 and footnote 10 refer to a document that speaks for 

itself and any allegations inconsistent therewith are denied. Defendants deny all remaining 

allegations contained in paragraph 60. 

61. The allegations of paragraph 61 and footnote 11 concerning state and federal laws 

are denied as conclusions of law to which no response is required. To the extent a response is 

required, Defendants deny those allegations. Defendants deny all remaining allegations contained 

in paragraph 61. 

62. The allegations of paragraph 62 and footnotes 12 and 13 refer to a document that 

speaks for itself and any allegations inconsistent therewith are denied. Defendants deny all 

remaining allegations contained in paragraph 62. 

63. The allegations of paragraph 63 are conclusion of law to which no response is 

required. To the extent that any response is required, Defendants deny the allegations contained in 

paragraph 63. 

64. The allegations of paragraph 64 are conclusion of law to which no response is 

required. To the extent that any response is required, Defendants deny the allegations contained in 

paragraph 64. 

65. Defendants admit the amounts billed by providers are often excessive and inflated. 

Defendants admit ELAP is paid a percentage of the provider’s billed charges. Defendants admit 

the higher the provider’s billed charge, the more ELAP will be paid for auditing that bill because 

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ELAP is paid a percentage of the billed charges for auditing the bill. Except as specifically 

admitted herein, Defendants deny all remaining allegations contained in paragraph 65. 

66. Defendants admit GPA is paid in a variety of ways defined by agreements with 

individual clients. Except as specifically admitted herein, Defendants deny all remaining 

allegations contained in paragraph 66. 

67. Defendants deny the allegations contained in paragraph 67. 

68. Defendants deny the allegations contained in paragraph 68. 

69. Defendants deny the allegations contained in paragraph 69 and footnote 14. 

Defendants’ responses to paragraphs 87-107 below are incorporated by reference as if fully set 

forth herein. 

70. Defendants deny the allegations contained in paragraph 70. 

71. Defendants deny the allegations contained in paragraph 71. 

72. Defendants deny the allegations contained in paragraph 72. 

73. Defendants deny the allegations contained in paragraph 73. 

74. Defendants admit it is a common practice for healthcare providers to request 

patients to provide insurance identification cards when they seek medical treatment, and that 

patients generally comply with that request. The unspecified insurance identification cards 

referenced in paragraph 74 are documents that speak for themselves and any allegations that are 

inconsistent with the insurance cards are denied. Defendants admit insurance identification cards 

typically identify the third party administrator and instruct the provider how to submit claims for 

payment. Except as specifically admitted herein, Defendants deny all remaining allegations 

contained in paragraph 74. 

75. The unspecified insurance identification cards referenced in paragraph 75 are 

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documents that speak for themselves and any allegations that are inconsistent with the insurance 

cards are denied. Defendants admit insurance identification cards typically indicate any networks 

in which the plan participates. Except as specifically admitted herein, Defendants deny all 

remaining allegations contained in paragraph 75. 

76. Defendants admit providers are not required to seek authorization from a patient’s 

health plan before providing emergency treatment. Defendants admit that providers sometimes 

contact the third party administrator of a patient’s health plan to obtain information not contained 

on the insurance identification card, including but not limited to information concerning 

authorization requirements and the scope of coverage. Except as specifically admitted herein, 

Defendants deny all remaining allegations contained in paragraph 76. The allegations in footnote 

15 to paragraph 76 concerning state and federal laws concerning emergency medical treatment are 

denied as conclusions of law to which no response is required. The remaining allegations of 

footnote 15 to paragraph 76 are denied. 

77. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the vague allegations as to whether some unspecified patient or patients signed or 

entered in to an unidentified “Patient Agreement”; therefore, those allegations are denied. The 

allegations of paragraph 77 concerning the meaning of the unidentified “Patient Agreement” are 

denied as conclusions of law to which no response is required. To the extent that allegation requires 

a response, it is denied. Defendants deny all remaining allegations contained in paragraph 77. 

78. Defendants admit providers typically submit a claim for reimbursement to a 

patient’s health plan after providing treatment. Defendants lack information or knowledge 

sufficient to form a belief as to the veracity of the allegations concerning charges in unspecified 

claims for reimbursement; therefore, those allegations are denied. The remaining allegations of 

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paragraph 78 are denied as conclusions of law to which no response is required. To the extent that 

any response is required, Defendants deny all remaining allegations contained in paragraph 78. 

79. Defendants admit that in some—but not all—instances, a health plan may be 

required to respond to a provider that submitted a claim for payment. Defendants admit that in 

some—but not all—instances, the process to appeal an underpayment or denial may be controlled 

by an applicable participating provider agreement. Except as specifically admitted herein, 

Defendants deny all remaining allegations contained in paragraph 79. 

80. Defendants deny the allegations contained in paragraph 80. 

81. Defendants deny the allegations contained in paragraph 81. 

82. Defendants deny the allegations contained in paragraph 82. 

83. Defendants deny the allegations contained in paragraph 83. 

84. Defendants deny the allegations contained in paragraph 84. 

85. Defendants admit some (if not all) insurance identification cards issued by the Plans 

provide a link to a website that provides extensive information about ELAP and the way the plan 

reimburses providers for health care claims. Insurance cards used by the Plans are documents that 

speak for themselves and any allegations in paragraph 85 that are inconsistent with the insurance 

cards are denied. The website referenced on insurance cards used by the Plans is a document that 

speaks for itself and any allegations in paragraph 85 that are inconsistent with the website are 

denied. Except as specifically admitted herein, Defendants deny all remaining allegations 

contained in paragraph 85. 

86. The allegations of paragraph 86 are denied as conclusions of law to which no 

response is required. To the extent that a response is required, Defendants deny the allegations 

contained in paragraph 86. 

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87. Defendants deny the allegations contained in paragraph 87. 

88. Defendants admit that Multiplan operates or managed one or more PPOs that 

contract with healthcare providers. Defendants lack knowledge or information sufficient to form a 

belief as to veracity of the allegation that MultiPlan has contracts and pre-negotiated rates with 

Plaintiff; therefore, that allegation is denied. Defendants deny all remaining allegations of 

paragraph 88. 

89. Defendants admit providers that contract with Multiplan agree to accept negotiated 

rates for health care goods and services they provide. Any agreements between Multiplan and 

healthcare providers are documents that speak for themselves and any allegations inconsistent 

therewith are denied. Except as specifically admitted herein, Defendants deny all remaining 

allegations contained in paragraph 89. 

90. Defendants deny the allegations contained in paragraph 90. 

91. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the vague allegations contained in paragraph 91; therefore, those allegations are denied. 

92. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the vague allegations contained in paragraph 92; therefore, those allegations are denied. 

93. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the vague allegations contained in paragraph 93; therefore, those allegations are denied. 

94. Defendants deny the allegations contained in paragraph 94. 

95. Defendants deny the allegations contained in paragraph 95. 

96. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the allegations contained in paragraph 96; therefore, those allegations are denied. 

97. Defendants deny the allegations contained in paragraph 97. 

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98. Defendants deny the allegations contained in paragraph 98. 

99. Defendants deny the allegations contained in paragraph 99. 

100. Defendants admit MultiPlan’s “Practitioner Only” logo does not disclose ELAP 

provides services to the health plan; instead, the MultiPlan “Practitioner Only” logo conveys that 

the health plan participates in MultiPlan’s Practitioner Only network. Except as specifically 

admitted herein, Defendants deny all remaining allegations contained in paragraph 100. 

101. Defendants deny the allegations contained in paragraph 101. 

102. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the allegations contained in paragraph 102; therefore, those allegations are denied. 

103. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the allegations about MultiPlan’s knowledge or MultiPlan’s efforts to amend its 

contracts with providers; therefore, those allegations are denied. Defendants deny all remaining 

allegations contained in paragraph 103. 

104. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the allegations contained in paragraph 104; therefore, those allegations are denied. 

105. Defendants deny the allegations contained in paragraph 105. 

106. Defendants admit that providers, including physicians, that participate in the 

MultiPlan Practitioner Only network will be reimbursed at the agreed-upon rates by the Plans that 

also participate in the MultiPlan Practitioner Only network, and that providers, like hospitals, that 

do not participate in the MultiPlan Practitioner Only network do not have agreed-upon rates with 

the Plans that participate only in the MultiPlan Practitioner Only network. Except as specifically 

admitted herein, Defendants deny all remaining allegations contained in paragraph 106. 

107. Defendants deny the allegations contained in paragraph 107. 

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108. Defendants deny the allegations contained in paragraph 108. 

109. Defendants deny the allegations contained in paragraph 109. 

110. Defendants deny the allegations contained in paragraph 110. 

111. Defendants deny the allegations contained in paragraph 111. 

112. The allegations of paragraph 112 regarding the law concerning the provision of 

emergency medical services are denied as conclusion of law to which no response is required. To 

the extent those allegations require a response, they are denied. Insurance cards used by the Plans 

are documents that speak for themselves and any allegations in paragraph 112 that are inconsistent 

with the insurance cards are denied. Defendants deny all remaining allegations contained in 

paragraph 112. 

113. Defendants deny the allegations contained in paragraph 113. 

114. Defendants deny the allegations contained in paragraph 114. 

115. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the allegations contained in paragraph 115; therefore, those allegations are denied. 

116. Defendants deny the allegations contained in paragraph 116. 

117. Defendants deny the allegations contained in paragraph 117. 

118. Defendants deny the allegations contained in paragraph 118. 

119. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the allegations contained in paragraph 119; therefore, those allegations are denied. 

120. Defendants deny the allegations contained in paragraph 120. 

121. Defendants deny the allegations contained in paragraph 121. 

122. Defendants deny the allegations contained in paragraph 122. 

123. Defendants admit that for some of its clients, ELAP decides certain appeals 

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pursuant to a delegation of authority from the plan administrator. Except as specifically admitted 

herein, Defendants deny all remaining allegations contained in paragraph 123. 

124. Defendants deny the allegations contained in paragraph 124. 

125. Defendants admit that some of ELAP’s plans contain a provision providing that in 

exchange for the ability to appeal directly to the plan as a provider, the provider agrees not to 

balance bill the patient. Except as specifically admitted herein, Defendants deny all remaining 

allegations contained in paragraph 125. 

126. Defendants deny the allegations contained in paragraph 126. 

127. Defendants admit that some responses to appeals correctly state there is no 

contract between the provider and the plan. The allegations of paragraph 127 concerning the 

effect of unspecified PPO participation agreements and unspecified Patient Agreements are 

denied as legal conclusions to which no response is required. Except as specifically admitted 

herein, Defendants deny all remaining allegations contained in paragraph 127. 

128. Defendants deny the allegations contained in paragraph 128. 

129. Defendants deny the allegations contained in paragraph 129. 

130. Defendants admit that if a provider sends a balance bill to a patient after ELAP 

has audited the claim, ELAP will pay for representation of the patient. Except as specifically 

admitted herein, Defendants deny all remaining allegations contained in paragraph 130. 

131. Defendants deny the allegations contained in paragraph 131. 

132. Defendants deny the allegations contained in paragraph 132. 

133. Defendants deny the allegations contained in paragraph 133. 

134. The allegations of paragraph 134 concerning the effect of unspecified Patient 

Agreements are denied as legal conclusions to which no response is required. To the extent that a 

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response is required, Defendants deny the allegations contained in paragraph 134. 

135. Defendants deny the allegations contained in paragraph 135. 

136. Defendants deny the allegations contained in paragraph 136. 

137. Defendants admit ELAP pays for representation of patients to defend against 

balance bills under certain circumstances. Except as specifically admitted herein, Defendants 

deny all remaining allegations contained in paragraph 137. 

138. Defendants deny the allegations contained in paragraph 138. 

139. Defendants admit Plaintiff provided certain emergent and non-emergent 

healthcare services to members of the Plans. Defendants lack information or knowledge 

sufficient to form a belief as to the veracity of the remaining allegations contained in paragraph 

139; therefore, those allegations are denied. Except as specifically admitted herein, Defendants 

deny all remaining allegations contained in paragraph 139. 

140. Defendants deny the allegations contained in paragraph 140. 

141. The allegations of paragraph 141 are denied as legal conclusions to which no 

response is required. To the extent that a response is required, Defendants deny the allegations 

contained in paragraph 141. 

142. The allegations of paragraph 142 are denied as legal conclusions to which no 

response is required. To the extent that a response is required, Defendants deny the allegations 

contained in paragraph 142. 

143. The allegations of paragraph 143 are denied as legal conclusions to which no 

response is required. To the extent that a response is required, Defendants deny the allegations 

contained in paragraph 143. 

144. The allegations of paragraph 144 are denied as legal conclusions to which no 

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response is required. To the extent that a response is required, Defendants deny the allegations 

contained in paragraph 144. 

CLASS ALLEGATIONS 

145. Plaintiff’s Amended Complaint speaks for itself; however, Defendants deny a class 

should be certified or a class action is proper. Defendants deny any allegations contained in 

paragraph 145. 

146. Plaintiff’s Amended Complaint speaks for itself; however, Defendants deny a class 

should be certified or a class action is proper. Defendants deny any allegations contained in 

paragraph 146. 

147. Plaintiff’s Amended Complaint speaks for itself; however, Defendants deny a class 

should be certified or a class action is proper. Defendants deny any allegations contained in 

paragraph 147. 

148. Plaintiff’s Amended Complaint speaks for itself; however, Defendants deny a class 

should be certified or a class action is proper. Defendants deny any allegations contained in 

paragraph 148. 

149. Plaintiff’s Amended Complaint speaks for itself; however, Defendants deny a class 

should be certified or a class action is proper. Defendants deny any allegations contained in 

paragraph 149. 

150. Plaintiff’s Amended Complaint speaks for itself; however, Defendants deny a class 

should be certified or a class action is proper. Defendants deny any allegations contained in 

paragraph 150. 

151. Plaintiff’s Amended Complaint speaks for itself; however, Defendants deny a class 

should be certified or a class action is proper. Defendants deny any allegations contained in 

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paragraph 151. 

152. Plaintiff’s Amended Complaint speaks for itself; however, Defendants deny a class 

should be certified or a class action is proper. Defendants deny any allegations contained in 

paragraph 152. 

153. Defendants deny the allegations contained in paragraph 153. 

154. Defendants deny the allegations contained in paragraph 154. 

155. Defendants deny the allegations contained in paragraph 155. 

156. Defendants deny the allegations contained in paragraph 156, including all subparts 

thereof. 

157. Defendants deny the allegations contained in paragraph 157. 

158. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the allegations contained in paragraph 158; therefore, those allegations are denied. 

159. Defendants lack information or knowledge sufficient to form a belief as to the 

veracity of the allegations contained in paragraph 159; therefore, those allegations are denied. 

160. Defendants deny the allegations contained in paragraph 160. 

161. Defendants deny the allegations contained in paragraph 161. 

162. Defendants deny the allegations contained in paragraph 162. 

163. Defendants deny the allegations contained in paragraph 163. 

164. Defendants deny the allegations contained in paragraph 164 

CLAIMS FOR RELIEF 

COUNT I 

165. Defendants incorporate by reference their responses to paragraphs 1–164 as if fully 

set forth herein. 

166. The allegations contained in paragraph 166 are legal conclusions to which no 

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response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 166. 

167. The allegations contained in paragraph 167 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 167. 

168. The allegations contained in paragraph 168 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 168. 

169. The allegations contained in paragraph 169 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 169. 

170. The allegations contained in paragraph 170 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 170, including all subparts thereof. 

171. The allegations contained in paragraph 171 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 171. 

172. The allegations contained in paragraph 172 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 172. 

173. The allegations contained in paragraph 173 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 173. 

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174. The allegations contained in paragraph 174 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 174. 

175. The allegations contained in paragraph 175 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 175. 

176. The allegations contained in paragraph 176 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 176. 

177. The allegations contained in paragraph 177 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 177. 

178. The allegations contained in paragraph 178 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 178. 

179. The allegations contained in paragraph 179 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants admit the allegations 

contained in paragraph 179. 

180. The allegations contained in paragraph 180 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 180. 

181. The allegations contained in paragraph 181 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

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contained in paragraph 181. 

COUNT II 

182. Defendants incorporate by reference their responses to paragraphs 1–181 as if fully 

set forth herein. 

183. The allegations contained in paragraph 183 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 183. 

184. The allegations contained in paragraph 184 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 184. 

185. The allegations contained in paragraph 185 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 185. 

186. The allegations contained in paragraph 186 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 186. 

187. The allegations contained in paragraph 187 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 187. 

188. The allegations contained in paragraph 188 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 188. 

189. The allegations contained in paragraph 189 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

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contained in paragraph 189. 

190. The allegations contained in paragraph 190 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 190. 

191. The allegations contained in paragraph 191 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 191. 

192. The allegations contained in paragraph 192 are legal conclusions to which no 

response is required; to the extent any response is required, Defendants deny the allegations 

contained in paragraph 192. 

Defendants deny any allegations not specifically admitted herein, and deny Plaintiff is 

entitled to the relief requested in the Prayer for Relief. 

AFFIRMATIVE DEFENSES

Defendants assert the following Affirmative Defenses to the putative class claims asserted 

by SBHD of the Amended Complaint: 

FIRST AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred because they fail to state a claim upon which relief can be granted. 

SECOND AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred by contract. 

THIRD AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

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Amended Complaint under FDUTPA are barred because, inter alia, Defendants did not engage in 

any deceptive or unfair conduct in trade or commerce as to any consumers, SBHD, and/or members 

of the putative classes that caused any actual damages to any consumers, SBHD, and/or members 

of the putative classes. Among other things: (1) there was no “deceptive” act or practice since the 

alleged conduct of Defendants was not likely to mislead any consumers, SBHD, and/or any 

member of the putative classes acting reasonably in the circumstances, to their detriment; and 

(2) there was no “unfair” act or practice since the alleged injuries are not substantial, are 

outweighed by the countervailing benefits to consumers or competition that the practice produces, 

and are not injuries that consumers, SBHD, and/or members of the putative classes themselves 

could not reasonably have avoided. 

FOURTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred because Defendants at all times complied with and did not breach 

any material terms of any contracts at issue and/or acted within their contractual rights and/or the 

common law. 

FIFTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred because Defendants did not violate any legal duty to SBHD and/or 

members of that putative classes. 

SIXTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part because Defendants at all times acted in good 

faith and in accordance with reasonable commercial standards and any applicable statutory 

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requirements and other laws. 

SEVENTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part because SBHD and/or members of the putative 

classes failed to satisfy conditions precedent under the terms of any contracts at issue, including 

but not limited to their failure to exhaust all available remedies under such contracts. 

EIGHTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred because SBHD and/or the members of the putative classes have 

not suffered any actual damages. 

NINTH AFFIRMATIVE DEFENSE 

SBHD and/or members of the putative classes it purports to represent in the Amended 

Complaint cannot recover prejudgment interest on their alleged causes of action. 

TENTH AFFIRMATIVE DEFENSE 

SBHD and/or members of the putative classes it purports to represent in the Amended 

Complaint are not entitled to recover statutory penalties, punitive damages, or exemplary damages 

on their alleged causes of action and/or have failed to allege or show any conduct warranting the 

imposition of statutory penalties, punitive damages, or exemplary damages. 

ELEVENTH AFFIRMATIVE DEFENSE 

SBHD and/or members of the putative classes it purports to represent in the Amended 

Complaint are not entitled to recover litigation expenses, including but not limited to attorneys’ 

fees, expert witness fees, and costs. 

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TWELFTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part by contractual limitations on recourse, liability, 

and/or damages. 

THIRTEENTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part because any alleged injuries of SBHD and/or 

members of the putative classes were not caused by Defendants and/or were caused by the actions 

or inactions of SBHD, members of the putative classes, and/or third parties, and/or their claims are 

barred by their own negligence, unreasonableness, imprudence, breaches of contract or other legal 

duties, mistake, or fraud. 

FOUTEENTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part because the alleged damages or injuries, if any, 

are speculative and too uncertain to be recoverable. 

FIFTEENTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part by the applicable statutes of limitations. 

SIXTEENTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part by the doctrine of laches. 

SEVENTEENTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

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Amended Complaint are barred in whole or in part by the doctrines of knowledge, waiver, consent, 

ratification, and/or estoppel. 

EIGHTEENTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part under the doctrine of unclean hands. For 

example, SBHD’s claims are barred in whole or in part by: its unconscionable, deceptive, and/or 

unfair trade acts or practices in the conduct of trade or commerce with patients, including its 

unconscionable, deceptive, and/or unfair contracting, billing, and collection practices; its claims, 

attempts, and threats to enforce alleged debts against patients when it knew that the alleged debts 

were not legitimate; and its assertion of the existence of legal rights against patients when it knew 

that the rights did not exist. 

NINETEENTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are preempted in whole or in part by the Employee Retirement Income 

Security Act of 1974, 29 U.S.C. § 1001 et seq., including but not limited to under the doctrine of 

conflict preemption under 29 U.S.C. § 1144(a). 

TWENTIETH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint for injunctive relief are moot or otherwise barred because, inter alia, SBHD 

and/or members of the putative classes have an adequate remedy at law, SBHD and/or members 

of the putative classes are not aggrieved or injured, there is no real threat of immediate harm, the 

requested injunctive relief is not in the public interest, and the burdens the requested injunctive 

relief would impose on Defendants outweigh any benefits that might accrue to SBHD and/or 

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members of the putative classes. 

TWENTY-FIRST AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint for declaratory relief are moot or barred in whole or in part because, inter 

alia, there is no substantial continuing controversy that is real and immediate, and not conjectural, 

hypothetical, or contingent. 

TWENTY-SECOND AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part because SBHD lacks standing to sue 

individually or on behalf of any putative class. 

TWENTY-THIRD AFFIRMATIVE DEFENSE 

This Court lacks subject matter jurisdiction over the claims asserted by SBHD in the 

Amended Complaint because it lack standing to sue and/or to pursue class-wide relief under some 

or all of its claims. 

TWENTY-FOURTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part because SBHD and/or members of the putative 

classes have not suffered any injury in fact. 

TWENTY-FIFTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part because SBHD and/or members of the putative 

classes do not have standing. 

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TWENTY-SIXTH AFFIRMATIVE DEFENSE 

The claims of the members of the putative classes it purports to represent in the Amended 

Complaint are barred in whole or in part by the doctrines of issue preclusion / collateral estoppel, 

claim preclusion / res judicata, the Rooker-Feldman doctrine, and/or the first-filed rule. 

TWENTY-SEVENTH AFFIRMATIVE DEFENSE 

The claims of the members of the putative classes it purports to represent in the Amended 

Complaint are barred in whole or in part by the doctrines of setoff and/or recoupment. Defendants 

are entitled to set off and/or recoup amounts sufficient to diminish or defeat any recovery based 

on expenses, costs, losses, or damages incurred by Defendants as a result of the acts, conduct, or 

omissions of SBHD and/or the members of the putative classes. 

TWENTY-EIGHTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred in whole or in part because SBHD and/or members of the putative 

classes have settled and/or released some or all of their claims. 

TWENTY-NINTH AFFIRMATIVE DEFENSE 

The Court should deny SBHD’s request to certify the putative classes it purports to 

represent with respect to the Amended Complaint because the putative classes are not adequately 

defined, the putative classes are not ascertainable, and/or the members of the putative classes do 

not have standing. 

THIRTIETH AFFIRMATIVE DEFENSE 

The Court should deny SBHD’s request to certify the putative classes it purports to 

represent with respect to the Amended Complaint because it lacks standing to bring such claims 

on their behalf and/or to seek the relief it requests on their behalf. Among other things, SBHD does 

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not have standing to raise nationwide putative class claims under Florida common or statutory law 

based on transactions and occurrences that did not occur in Florida and/or on behalf of putative 

class members that do not conduct business in Florida. 

THIRTY-FIRST AFFIRMATIVE DEFENSE 

The Court should deny SBHD’s request to certify the putative classes it purports to 

represent with respect to the Amended Complaint because the prerequisites of Fed. R. Civ. P. 23(a) 

are not satisfied here. Among other things: (1) the class is not so numerous that joinder of all 

members is impracticable; (2) there are no common questions of law or fact; (3) the claims and 

defenses of SBHD are not typical of the claims and defenses of the class; and/or (4) SBHD and/or 

his counsel will not fairly and adequately protect the interests of the class. 

THIRTY-SECOND AFFIRMATIVE DEFENSE 

The Court should deny SBHD’s request to certify the putative classes it purports to 

represent with respect to the Amended Complaint because the requirements of Fed. R. Civ. P. 

23(b)(2) are not satisfied here because Defendants have not acted or refused to act on grounds that 

apply generally to the putative classes and injunctive relief is not appropriate with respect to the 

class as a whole. 

THIRTY-THIRD AFFIRMATIVE DEFENSE 

The Court should deny SBHD’s request to certify the putative classes it purports to 

represent with respect to the Amended Complaint because the requirements of Fed. R. Civ. P. 

23(b)(3) are not satisfied here. Among other things: (1) any questions of law and fact common to 

the class members do not predominate over questions affecting only individual members; (2) a 

class action is not superior to other available methods for fairly and efficiently adjudicating the 

controversy; (3) it would be in the interests of members of the putative classes to control the 

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prosecution of separate actions individually and the amounts at stake for individuals are not so 

small that separate suits would be impracticable; (4) concentrating litigation of some or all of the 

claims in this forum is undesirable; and (5) the putative classes are not manageable. 

THIRTY-FOURTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred by the First Amendment of the U.S. Constitution, the 

Noerr-Pennington doctrine, and/or state-law litigation privileges and immunities. 

THIRTY-FIFTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred because Defendants cannot be held liable for asserting, pursuing, 

and/or exercising its contractual and/or common law rights and/or remedies. 

THIRTY-SIXTH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint under FDUTPA are barred because the allegedly improper conduct did not 

involve trade or commerce, Defendants were not involved in trade or commerce as to SBHD and/or 

the members of the putative classes, and SBHD and/or the members of the putative classes were 

not consumers of any goods or services of Defendants. 

THIRTY-SEVENTH AFFIRMATIVE DEFENSE 

The claims of certain members of the putative classes SBHD purports to represent in the 

Amended Complaint are barred in whole or in part because there are not sufficient contacts 

between the state of Florida and certain purported class members to justify the application of 

Florida common or statutory law to their putative claims. 

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THIRTY-EIGHTHAFFIRMATIVE DEFENSE 

The claims of certain members of the putative classes SBHD purports to represent in the 

Amended Complaint are barred in whole or in part because their claims are subject to an agreement 

containing a choice of law provision that provides for the application of a different jurisdiction’s 

law. 

THIRTY-NINTH AFFIRMATIVE DEFENSE 

The Court does not have jurisdiction over the claims of certain members of the putative 

classes SBHD purports to represent in the Amended Complaint, and venue is not proper in this 

Court, because some or all of their claims are subject to an agreement containing a forum selection 

clause and/or an arbitration agreement. To the extent that Defendants later determine that the 

claims of SBHD and/or any member of the putative classes are subject to a forum selection clause, 

they reserve the right to move to dismiss or transfer venue of such claims on that basis. To the 

extent that Defendants later determine that the claims of SBHD and/or any member of the putative 

classes are subject to an arbitration agreement, they reserve the right to move to compel arbitration 

of such claims on that basis. 

FORTIETH AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint for unjust enrichment are barred because one or more contracts determine 

the rights and remedies of the parties, SBHD and/or the members of the putative classes did not 

confer a benefit (direct or otherwise) on Defendants, and even if any benefit were conferred on 

Defendants, Defendants did not have knowledge of any such benefit, Defendants did not accept or 

retain any such benefit, and it would not be inequitable under the circumstances for Defendants to 

retain the benefit without paying fair value for it because, inter alia, adequate consideration has 

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already been provided to SBHD and/or the members of the putative classes. 

FORTY-FIRST AFFIRMATIVE DEFENSE 

Granting the relief requested by SBHD and/or members of the putative classes it purports 

to represent in the Amended Complaint would be inequitable and would result in an unjust 

enrichment to SBHD and/or members of the putative classes. 

FORTY-SECOND AFFIRMATIVE DEFENSE 

Certification of the putative class claims proposed by SBHD and adjudication of their 

claims on a class-wide basis would violate Defendants’ due process rights. Among other things, 

the due process rights of Defendants would be violated unless it is provided an opportunity to take 

discovery concerning and prepare its affirmative defenses to the individual claims of putative class 

members, its counterclaims against putative class members, and its claims against impleaded third 

parties arising from the transactions or occurrences underlying the claims of putative class 

members. 

FORTY-THIRD AFFIRMATIVE DEFENSE 

The claims of SBHD and/or members of the putative classes it purports to represent in the 

Amended Complaint are barred based on any and all defenses relating to the underlying contracts 

(including any “patient agreements,” healthcare plan documents, or other alleged contracts), 

quasi-contracts, and/or accounts, including but not limited to: 

 some or all of the medical treatment was not provided; 

 any medical treatment provided was negligent, inadequate, and/or unnecessary; 

 the prices charged are not reasonable and/or the provider has already been paid 

reasonable fees for the goods and services provided; 

 all lawful offsets, credits, and payments have not been applied, and the balance and 

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charges alleged are not just and true. 

 acceptance of prior payments constitutes an accord and satisfaction of the asserted 

claims; 

 the provider is estopped from asserting any claim for relief; 

 granting the requested relief would result in unjust enrichment; 

 any alleged contract upon which the claims are based is a contract of adhesion and 

against public policy and, therefore, such contract is unenforceable; 

 any alleged contract upon which the claims are based is unenforceable because there 

was no meeting of the minds; 

 any alleged contract upon which the claims are based was obtained through fraudulent 

inducement or misrepresentation and, therefore, such contract is unenforceable; 

 any alleged contract upon which the claims are based is unenforceable under the 

doctrine of mistake; 

 any alleged contract upon which the claims are based was obtained through coercion 

and/or duress, and/or the patient lacked capacity to execute a valid contract at the time 

the alleged contract was executed, and is therefore unenforceable and against public 

policy; 

 the claims fail because there was a defect in the alleged agreement which also fails for 

a lack of consideration; 

 the claims are barred based on a lack of material terms in any purported contract upon 

which the claims are based; 

 any alleged contract upon which the claims are based, if enforceable, only obligated 

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the patient to pay reasonable costs, charges, and/or fees; 

 any recovery for the medical goods and services at issue is limited to quantum meruit, 

and the provider has already fully recovered in that amount; 

 the terms of any alleged contract upon which the claims are based are unconscionable 

and against public policy and, therefore, such contract is unenforceable; 

 the relief sought is barred by the implied covenant of good faith and fair dealing, which 

was breached by the provider; 

 the claim was not submitted in accordance with the terms of the plan document; 

 the provider failed to exhaust all available remedies, including appeals, under the 

healthcare plan; and 

 all other affirmative defenses that are available under the state law applicable to such 

claims. 

RESERVATION OF RIGHTS 

Defendants reserve the right to assert and rely upon such other and further factual and/or 

legal defenses to class certification and/or the merits, under any and all applicable laws, as may be 

supported by the facts to be determined in discovery and/or in their investigation of this action. 

Defendants also reserve the right to assert any claims or defenses they may have against SBHD 

and/or any member of the putative classes arising. Defendants also reserve the right to implead 

and assert claims against any third parties who may be liable for any damage alleged by SBHD 

and/or any member of the putative classes in connection with the transactions or occurrences at 

issue, in order to provide complete relief and a final adjudication of all claims arising from such 

transactions or occurrences. 

WHEREFORE, Defendants respectfully request that the Court dismiss the putative class 

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claims asserted by SBHD in the Amended Complaint with prejudice, deny SBHD’s request for 

certification of the putative classes it purports to represent (and all associated requests for relief), 

deny SBHD’s requests for injunctive and declaratory relief, enter judgment in Defendants’ favor 

and against SBHD on the Amended Complaint, tax all costs against SBHD, order SBHD to 

reimburse Defendants for the reasonable attorneys’ fees and costs it has incurred in connection 

with this action, including but not limited to under Fla. Stat. § 501.2105, and grant such other relief 

as this Court deems just and proper. 

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Respectfully submitted this 17th day of December, 2020, 

FISHERBROYLES, LLP 

/s/ Irene Oria 

Robert T. Wright, Jr., Esq.

FL Bar No. 185525

Irene Oria, Esq. 

FL Bar No. 484570 

199 E. Flagler St. #550 

Miami, FL 33131 

Tel.: (305) 536-2838

Fax: (305) 536-2838

robert.wright@fisherbroyles.com 

irene.oria@fisherbroyles.com 

Patrick M. Emery, Esq. (pro hac vice)

GA Bar No. 821303; PA Bar No. 306672

Kris Alderman, Esq. (pro hac vice)

GA Bar No. 179645

945 East Paces Ferry Rd NE, Suite 2000

Atlanta, GA 30326

Tel.: (404) 793-0652

patrick.emery@fisherbroyles.com

kris.alderman@fisherbroyles.com

AKERMAN LLP

Irene Bassel Frick, Esq.

FL Bar No. 0158739

Gera R. Peoples, Esq.

FL Bar No. 450022

401 E. Jackson Street, Suite 1700

Tampa, FL 33602-5250

Phone: (813) 223-7333

Fax: (813) 223-2837

irene.basselfrick@akerman.com

gera.peoples@akerman.com

Counsel for Defendants ELAP Services, LLC and Group & Pension Administrators, Inc.

 

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CERTIFICATE OF SERVICE

I hereby certify that on December 17, 2020, I electronically filed the foregoing with the 

Clerk of the Court by using the CM/ECF system, which will send a notice of electronic filing to 

the counsel of record identified on the Service List below. 

 /s/ Irene Oria 

 Irene Oria, Esq. 

 

SERVICE LIST 

KOZYAK TROPIN & 

THROCKMORTON LLP

Gail McQuilkin, Esq. 

Tal J. Lifshitz, Esq. 

Benjamin Jacobs Widlanski, Esq. 

Eric S. Kay, Esq. 

2525 Ponce de Leon Blvd., 9th Floor 

Coral Gables, FL 33134 

Telephone: (305) 372-1800 

Facsimile: (305) 372-3508 

gam@kttlaw.com 

tjl@kttlaw.com 

bwidlanski@kttlaw.com 

ekay@kttlaw.com 

WOLFE | PINCAVAGE 

Douglas A. Wolfe, Esq. 

Danya J. Pincavage, Esq. 

Omar Ali-Shamaa, Esq. 

2937 SW 27th Ave., Suite 302 

Miami, FL 33133 

Telephone: (786) 409-0800 

doug@wolfepincavage.com 

danya@wolfepincavage.com 

omar@wolfepincavage.com 

Counsel for Plaintiff

  

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