4894-6144-9881 

IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF TEXAS 

MARSHALL DIVISION 

ARAMARK SERVICES, INC. f/k/a 

ARAMARK CORPORATION; ARAMARK 

SERVICES, INC. GROUP HEALTH PLAN; 

ARAMARK UNIFORM SERVICES GROUP 

HEALTH AND WELFARE PLAN; and 

ARAMARK BENEFITS COMPLIANCE 

REVIEW COMMITTEE, 

Plaintiffs, 

v. 

AETNA LIFE INSURANCE COMPANY, 

Defendant. 

No. 2:23-cv-00446 

FIRST AMENDED COMPLAINT 

Plaintiffs Aramark Services, Inc. f/k/a Aramark Corporation; Aramark Services, Inc. 

Group Health Plan; Aramark Uniform Services Group Health and Welfare Plan; and Aramark 

Benefits Compliance Review Committee (collectively, “Aramark” or “Plaintiffs”) through their 

undersigned counsel, submit this First Amended Complaint against Defendant Aetna Life 

Insurance Company (“Aetna” or “Defendant”), and allege as follows: 

PRELIMINARY STATEMENT 

1. Aramark is a provider of food services, facilities, and uniform services to 

universities, school systems, prisons, healthcare facilities, and other businesses nationwide. In 

2017, Aramark hired Aetna to administer the Aramark Services, Inc. Group Health Plan and 

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Aramark Uniform Services Group Health and Welfare Plan (the “Plans”) covering Aramark’s tens 

of thousands of employees nationwide, as well as their family members (“Plan Participants”). 

2. Aetna leveraged its role as the third-party administrator or “TPA” to enrich itself to 

Aramark’s detriment. Aetna breached its fiduciary duties and engaged in prohibited transactions. 

3. Aetna serves as the intermediary between Aramark and the health care providers 

who treat and care for Plan Participants. In exchange for a monthly fee, Aetna provides access to 

its network of providers and adjudicates claims for payment submitted by those providers. In other 

words, Aetna decides which claims should be paid and how much to pay.

4. Since the beginning of 2018, Aetna has taken more than $200 million from 

Aramark to pay providers for medical services provided to Plan Participants. Included in that over 

$200 million, Aetna (a) paid millions of dollars in provider claims that never should have been 

paid, (b) wrongfully retained millions of dollars in undisclosed fees, and (c) engaged in claimsprocessing related misconduct to Aramark’s detriment. 

5. Aetna is a fiduciary under the Employee Retirement Insurance Security Act of 1974 

(“ERISA”). Aetna owes ERISA-imposed fiduciary duties to Aramark. Its conduct breached those 

duties. 

6. Aramark brings this action seeking equitable relief for harm caused by Aetna’s 

wrongful conduct. 

PARTIES 

7. Plaintiff Aramark Services, Inc. is a Delaware corporation with its principal place 

of business in Philadelphia, Pennsylvania. 

8. Aramark Services, Inc. sponsors and is the principal funding source for the Plans, 

which are welfare benefit plans organized and operated under ERISA. 

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9. Plaintiffs Aramark Services, Inc. Group Health Plan and the Aramark Uniform 

Services Group Health and Welfare Plan are welfare benefit plans organized and operated under 

ERISA. 

10. Plaintiff Aramark Benefits Compliance Review Committee is the benefits 

committee established by Aramark Services, Inc. to act as administrator and a fiduciary of the 

Plans. 

11. Defendant Aetna Life Insurance Company is a Connecticut corporation with its 

principal place of business in Hartford, Connecticut. 

JURISDICTION AND VENUE 

12. Pursuant to 29 U.S.C. § 1132(e) and 28 U.S.C. § 1331, this Court has jurisdiction 

over the claims asserted in this Complaint. 

13. The Court has personal jurisdiction over Aetna because, at all times relevant to the 

claims asserted herein, Aetna conducted business in the State of Texas within the meaning of the 

Texas Long-Arm Statute, Tex. Civ. Prac. & Rem. Code § 17. Aetna’s contacts with the State of 

Texas include, but are not limited to: 

a. In 1909, Aetna registered with the Texas Department of Insurance to 

operate in Texas (including this District). The Texas Department of 

Insurance licensed Aetna to offer health insurance products in the State (and 

accident and life insurance and variable annuities). Aetna has license 

number 400. Since receiving its license in 1909, Aetna has operated 

continuously in Texas; 

b. As of 2021, the Texas Department of Insurance reported that Aetna was the 

6th largest insurer in the State with a market share of 4.90% and reported 

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premium intake of $2,496,755,048.1

 Neither the market share nor premium 

revenue include the market share or premiums of other companies that may 

be affiliated with Aetna; 

c. Aetna has multiple offices in Texas and within the District; 

d. Aetna has contractual relationships with hundreds, if not thousands, of 

doctors, hospitals, and other healthcare providers that care for and treat 

patients in Texas and the District, ranging in size from large hospital 

systems to single doctor practices (generally, those who render health care 

will be referred to as “providers”); 

e. Aetna provides medical and dental insurance coverage to thousands of 

families and individuals who reside in Texas in the District; 

f. Aetna has contractual relationships with hundreds of employers and plan 

sponsors that are based in, operating in, have employees working in, or have 

employees residing in Texas in the District; and 

g. Aetna provides and has provided medical and dental coverage to Aramark 

employees and their families in Texas in the District. 

14. By agreeing to contract, adjudicate, and transmit payment for medical treatment 

and dental care of Aramark employees, retirees, and beneficiaries residing in Texas, and for 

medical and dental services rendered in Texas, Aetna has purposefully availed itself of the 

privilege of conducting business within Texas. Over an 18-month period, Aetna processed more 

than 50,000 Aramark medical claims submitted in the State of Texas and paid more than 4,000 

different Texan medical providers for those claims. 

 

1 See Top 40 List of Insurers in Texas, available at https://www.tdi.texas.gov/company/top40.html. 

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15. Aetna has previously filed complaints and prosecuted claims in this District. Aetna 

has previously been sued in this District and did not object to jurisdiction or venue. 

16. For the reasons stated above, venue is also proper in this District pursuant to 29 

U.S.C. § 1132(e)(2) and 28 U.S.C. § 1391(b)(2).2

BACKGROUND 

17. Aramark lacks the expertise to evaluate claims for payment submitted by doctors 

and hospitals—a process called claims adjudication. Aramark contracted that responsibility to 

Aetna when it became one of the Plans’ TPAs in 2018, pursuant to a competitive request for 

proposal process. Aramark was assisted in that competitive request for proposal process by bestin-class benefits consultants and related professionals. Aramark selected Aetna as one of the 

Plans’ TPAs and fiduciaries because Aetna represented its expertise evaluating payment claims 

submitted by providers for adherence to the Plans’ coverage and reimbursement policies and 

industry-standard coding guidelines dictated by the Centers for Medicare and Medicaid Services 

(“CMS”) and the American Medical Association (“AMA”), among others. 

18. As a TPA, Aetna does not provide traditional medical insurance to Aramark 

employees or retirees. Aetna does not pay medical expenses for participants of the Plans in 

exchange for premiums. Rather, Aramark retains the financial risk of increased medical expenses 

among its beneficiaries and participants by funding the medical expenses incurred by the Plans’ 

beneficiaries using funds allocated from Aramark for that purpose. In other words, Aramark self-

 

2

 The Agreement contains an arbitration clause that excludes equitable claims, like ERISA claims, 

from the scope of any arbitration and a forum selection clause that applies only to state law claims. 

See Grp. 1 Auto., Inc. v. Aetna Life Ins. Co., No. 4:20-CV-1290, 2020 WL 4004604 (S.D. Tex. July 

15, 2020).

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funds its employees’ medical expenses (with contributions from some employees in certain 

circumstances). 

19. The January 1, 2018 Master Services Agreement No. 700141 (the “Agreement”) 

identifies Aetna as a fiduciary: 

Aetna . . . will discharge [its] obligations under this Agreement with that level of 

reasonable care which a similarly situated services provider or plan administrator, 

respectively, would exercise under similar circumstances. If the Customer 

delegates claim fiduciary duties to Aetna pursuant to the applicable schedule, Aetna 

shall observe the standard of care and diligence required of a fiduciary under 

ERISA Section 404(a)(1)(B) (emphasis added). 

20. Aetna’s decision-making authority under the Agreement went far beyond mere 

application and compliance with its own guidelines. Because Aetna exercises discretionary 

authority and control respecting management of the Plans and the disposition of the Plans’ assets, 

in addition to being a named ERISA fiduciary, Aetna is also a functional fiduciary. 

21. As a fiduciary, Aetna agreed to provide “Claim Services” for the Plans. 

Specifically, and by way of example, Aetna agreed to “process claims for Plan benefits . . . using 

Aetna’s normal claim determination, payment, and audit procedures and applicable cost control 

standards in a manner consistent with the terms of the Plan(s), any applicable provider contract, 

and the Agreement.” 

22. As a fiduciary, Aetna agreed to be responsible for processing and reviewing claims 

for health benefits by Plan Participants, including: (i) the eligibility of each claimant under the 

terms of the Plan, and (ii) the eligibility of the claim for health benefits under the terms of the Plan. 

23. As a fiduciary, Aetna agreed to be responsible for the approval and payment of only 

those claims that are legitimate, i.e., not those that are fraudulent or otherwise improper and 

otherwise fail to satisfy the requirements of the Plans. All other claims for payment must be 

denied. The Agreement provides: 

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Aetna shall provide Plan Participants with access to Aetna's network hospitals, 

physicians and other health care providers (“Network Providers”) who have agreed 

to provide services at agreed upon rates and who are participating in the applicable 

Aetna network covering the Plan Participants. . . . Contracted rates with Network 

Providers may be based on fee-for-service rates, case rates, per diems and in some 

circumstances, include performance-based contract arrangements, risk-adjustment 

mechanisms, quality incentives, pay-for-performance and other incentive and 

adjustment mechanisms. 

24. Aetna likewise exercises discretion with respect to recovery of overpayments on 

medical claims. As a fiduciary, Aetna has an affirmative obligation to seek recovery of any 

fraudulent, illegitimate, or erroneous payments Aetna makes on the Plans’ behalf. 

Aetna shall reprocess any identified errors in Plan benefit payments (other than 

errors Aetna reasonably determines to be de minimis) and seek to recover any 

resulting overpayment by attempting to contact the party receiving the overpayment 

twice by letter, phone, or email. The Customer may direct Aetna not to seek 

recovery of overpayments from Plan Participants, in which event Aetna will have 

no further responsibility with respect to those overpayments. The Customer shall 

reasonably cooperate with Aetna in recovering all overpayments of Plan 

benefits. . . . The Customer may not seek recovery of overpayments from network 

providers, but the Customer may seek recovery of overpayments from other third 

parties once the Customer has provided Aetna notice that it will seek such recovery 

and Aetna has been afforded a reasonable opportunity to recover such amounts. 

Aetna has no duty to initiate litigation to pursue any overpayment recovery. 

25. As a fiduciary, Aetna also agreed to be responsible for providing subrogation and 

reimbursement services. Under the Agreement, Aetna undertook the obligation to pursue 

reimbursement of monies legally owed to the Plans. 

Aetna has the exclusive discretion to: (a) decide whether to pursue potential 

recoveries on subrogation/reimbursement claims; (b) determine the reasonable 

methods used to pursue recoveries on such claims, except with respect to initiation 

of formal litigation; and (c) decide whether to accept any settlement offer relating 

to a subrogation/reimbursement claim. Aetna shall advise the Customer if the 

pursuit of recovery requires initiation of formal litigation. In such event, the 

Customer shall have the option to approve or disapprove the initiation of litigation. 

Subrogation /reimbursement services will be delegated to an organization of 

Aetna’s choosing. 

Aetna’s discretion, however, is not unbounded. Rather, it must exercise its discretion as an ERISA 

fiduciary. 

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26. Aramark is entirely at Aetna’s mercy when it comes to the administration of its 

claims. Aramark has no role in Aetna’s decision to approve or deny claims. Aramark also has no 

role in Aetna’s decision to pay any particular amounts for approved claims. Aetna is uniquely 

positioned to make and exercise discretionary authority or control over plan management, 

including the right to change unilaterally the value of a fee or rate. Aetna is further provided broad 

flexibility in determining its course of action in administering the Plans. Aramark relies on Aetna 

to process, review, and adjudicate claims for health benefits properly. Aetna is authorized to pull 

from the Plans only the amount of money that is actually paid to providers. 

27. Various courts have found Aetna to be an ERISA fiduciary when acting as a TPA 

in a role comparable to that it serves for Aramark. Aetna has also represented to judicial officers 

in other proceedings that, when acting as a TPA, Aetna is an ERISA fiduciary. See, e.g., Aetna 

Life Ins. Co. v. Bayona, 223 F.3d 1030, 1033 (9th Cir. 2000) (“We agree with Aetna that the 

company qualifies as a fiduciary for purposes of the statute. When an insurance company 

administers claims for an employee welfare benefit plan and has authority to grant or deny the 

claims, the company is an ERISA ‘fiduciary’ under 29 U.S.C. § 1002(21)(A)(iii).”); see also In re 

Omnicom Grp. Inc. Erisa Litig., No. 1:20-cv-4141, 2022 WL 18674830, at *15 (S.D.N.Y. Dec. 

23, 2022) (quoting Donovan v. Bierwirth, 680 F.2d 263, 271–72 n.8 (2d Cir. 1982)) (“Under 

ERISA, the duties owed by fiduciaries to plan participants and beneficiaries ‘are those of trustees 

of an express trust—the highest known to the law.’”). 

28. As a fiduciary of the Plans, Aetna has a fiduciary duty to exercise “care, skill, 

prudence and diligence” to identify, deny, and prevent the payment of false, fraudulent, or 

improper provider-submitted claims or other claims that do not satisfy the eligibility and other 

requirements of the Plans. 

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29. As a fiduciary, Aetna is also prohibited from siphoning funds, effectively 

undisclosed fees, from the Plans under the false pretenses that it is paying claims while extracting 

undisclosed fees from the funds intended to pay medical services. 

30. Aetna has breached its fiduciary duties by approving and paying false, fraudulent, 

and improper claims and withdrawing undisclosed fees from the funds Aetna extracts from the 

Plans to pay those providers that cared for and treated Plan Participants. 

31. Notwithstanding its fiduciary obligations to “aggressively investigat[e] all types of 

fraud using the latest detection, investigation, and recovery techniques”—which it does for claims 

under its own, fully-insured plan, as discussed below—Aetna approved and paid with the Plans’ 

assets millions of dollars of claims that never should have been paid. In most instances, the 

wrongfully paid claims were paid automatically, almost immediately, and with no human review. 

AETNA’S WRONGFUL CONDUCT 

A. Aetna Does Not Give Aramark Its Own Medical Claims Data 

1. Administrative Simplification and Standard Transaction Basics 

32. Federal regulations require that participants in the health care system, e.g., 

providers, health plans, and insurers, exchange information regarding enrollment, eligibility, 

billing, claim status, adjustments, adjudication, and payment using specifically defined electronic 

data sets. Claim processing and payment is governed by the Health Insurance Portability and 

Accountability Act (“HIPAA”) Administrative Simplification regulations. See 45 C.F.R. 

§ 162.920(a). HIPAA requires “covered entities” to comply with all HIPAA transaction standards, 

operating rules, and code sets. See 45 C.F.R. §§ 160.103, 162.100. Aetna is a “covered entity” as 

that term is defined in Title 45 of the Code of Federal Regulations. These regulations require that 

the electronic data sets be used to send and receive the medical claims data in the X12 5010 

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standard. The Department of Health and Human Services has adopted the following EDI data set 

standards by regulation: 

33. Eligibility and Benefits [270 and 271 transactions]. “The request transaction, 

known as the X12 5010 270 transaction for inquiries about eligibility and benefits, . . . can be sent 

from a health care provider to a health plan, or from one health plan to another[.] The response 

transaction, known as the X12 5010 271 transaction for health plan, responds to inquiries about 

eligibility/benefits[.]” See Health Plan Eligibility and Benefits Transaction Basics, available at 

https://www.cms.gov/files/document/health-plan-eligibility-and-benefits-transaction-basics.pdf 

(“These standards apply to all HIPAA-covered entities—health plan (including Medicare and 

Medicaid), clearinghouses, and certain health care providers that conduct the adopted transactions 

electronically—not just those that work with Medicare or Medicaid.”).

34. Payment / Invoicing / Coordination of Benefits [837 transaction]. The 837 file is 

the electronic invoice that the medical provider submits to the insurance company for 

reimbursement. The 837 contains information on insurance claims and includes data about the 

patient’s treatments (such as the healthcare services delivered), the cost of medical care, and any 

modifications. 

35. HHS adopted the X12 837 standard for coordination of benefits (“COB”). This 

standard applies to all HIPAA-covered entities—health plans, clearinghouses, and providers. The 

837 standard supports two options for conducting COB transactions: either between health plans 

and other payers, or from health care providers to health plans. See Coordination of Benefits 

Transactions Basics, available at https://www.cms.gov/files/document/coordination-benefitstransactions.pdf. 

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36. Claim Status [276 and 277 transactions]. “The 276 is the transaction for provider 

inquiries about claim status. The 277 transaction for health plan responses about claim status.” 

See Claim Status Basics, available at https://www.cms.gov/files/document/claim-statustransactions.pdf. 

37. Claims Payment and Explanation [835 transaction]. The 835 is the digital 

transaction that delivers claim payment details from the insurer to the provider. The 835, like the 

837, contains information such as what medical care is being reimbursed, and for what amount. If 

the billed amount has been lowered or altered, the 835 also contains an explanation for any such 

adjustment. The 835 also offers insurance details such as deductibles, co-pay amounts, healthcare 

claim splitting, co-insurers, and bundling. “The adopted standard for ERA [Electronic Remittance 

Advice] transactions is X12 835 V5010. Accredited Standards Committee X12 Health Care Claim 

Payment/Remittance Advice (835), Version 005010X221 and its associated Errata Documents [ ], 

the standard for data content of the CCD+Addenda Record.” See EFT and ERA: Electronic Funds 

Transfer and Electronic Remittance Advice Transactions Basics, available at 

https://www.cms.gov/files/document/electronic-funds-transfer-and-electronic-remittance-advicetransactions.pdf. 

38. As a covered entity, Aetna must comply with the HIPAA regulations. 

39. Consistent with the applicable regulations, Aetna employed the X12 5010 standard 

transaction data sets when it processed Aramark’s employees’ medical claims. 

40. In addition to payers, i.e., self-funded health plan and health insurance companies, 

and providers, “EDI clearinghouses” play a critical role in enabling the electronic transmission of 

medical claims. See United States v UnitedHealth Grp. Inc., 630 F. Supp. 3d 118, 124 (D.D.C. 

2022). “In 2021, 97 percent of medical claims were submitted electronically, and 95 percent of 

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providers and 99 percent of insurers used EDI clearinghouses” to process those transactions. Id.

at 125. A substantial amount of medical claims data flows through EDI clearinghouses—covering 

“the entire lifecycle of a claim—both pre- and post-adjudication.” Id. “Pre-adjudicated claims 

data include details about the provider, the patient, the employer group, the location of care, the 

diagnosis, the services and procedures rendered, and the billed amounts”; “[p]ost-adjudicated 

claims data [ ] include[s] even more information, such as details about the provider-payer contract, 

the payer’s claims edits, the medical policy and benefit design, the final paid amount, and 

adjudication decisions.” Id. 

41. In practice, the medical claim submission and claim process works as follows: 

After a provider treats a patient, a treatment record is created and a standard billing form—CMS1500 Health Insurance Claim Form—or “HCFA” is prepared. This is essentially a bill, invoice, 

or claim, prepared by the providers and submitted to Aetna. In parallel, the information in the 

HCFA form is usually translated into a specific, regulation-required ANSI X12 5010 format EDI 

data, the 837. As has become customary in the industry, Aramark transmits the EDI bill 

electronically to Aetna. 

42. Aetna publishes Companion Guides that provide instructions for electronic 

communications and supplemental information for creating transactions while ensuring 

compliance with ASC X12 instructions. 

43. Once the HCFA or 837 is transmitted to the insurance company, the insurance 

company must acknowledge receipt within two days. 

44. If Aetna accepts and processes the transaction (claim(s) and incurred charges), then 

it generates a document known as an “Electronic Remittance Advice” or an “835,” which is a 

record of claims adjudication or adjustment and payment for the submitted claim. An 835 is not a 

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rejection of the claim. The 835 is then required to be transmitted to the provider’s office and 

maintained by Aetna in the standard or original format for auditability. 

45. If Aetna rejects a claim, then it does not generate an 835. Rather, it generates an 

EDI data record referred to as a “999” and transmits that to the provider’s office. A rejected claim 

also triggers the creation of a CCD+ Addenda in the amount of $0.00. 

46. When a provider bills Aetna for services or treatment, they follow the industry 

standard service and treatment codes, including Current Procedural Terminology (“CPT”) codes, 

Diagnostic-Related grouping (“DRG”) codes, and International Classification of Diseases (“ICD”) 

codes. 

47. Aetna does not provide Aramark with the standard transaction data sets for the 

medical claims Aetna processes that are paid by Aramark. 

B. Aetna Breached and Continues to Breach Its Fiduciary Duties 

48. Aetna has pulled over $200 million from Aramark to pay medical claims since 

2018. 

49. Aramark paid Aetna to police its claims. Aetna did not do so. Incomplete medical 

claims data for claims processed over an 18-month period demonstrates that Aetna made millions 

in estimated overpayments for claims containing abusive billing practices, payment errors, 

impossible pricing outliers, and non-covered services. These practices are discussed below. 

1. Aetna Caused Aramark to Pay Thousands of Improper, False, or 

Fraudulent Claims 

50. Aetna approved over 3,400 claims that exhibit abusive billing practices. This 

includes (a) claims with duplicate payments for the same services to the same provider for the 

same member, (b) submissions of claims that were untimely, (c) abusive drug testing, (d) COVID19 testing abuse, and (e) errors in surgery claims.

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51. For example, Aramark identified numerous duplicate payments. In one instance, 

Aetna approved a duplicate payment for sickle cell testing procedures, CPT codes P9040 and 

85660, for the same date of service to the same hospital for the same member on the same date of 

service. The first claim was received on 09/03/21 and paid on 02/26/22, and the second (duplicate) 

claim was received two months later on 02/19/22 and also paid. 

52. In another example, Aetna approved claims for excessive payments for COVID-19 

tests. In one instance, Aetna approved reimbursement for a COVID test for $918, using CPT 

0202U. CPT code 0202U applies to only one unique lab test made by a specific manufacturer or 

performed by a specific lab. For this claim, the provider billed for the proprietary lab test, resulting 

in a charge over nine times the typical rate, which Aetna approved the same day it was billed. The 

typical price for a COVID test for possible exposure for Aramark members is between $75 and 

$100. Many carriers reject reimbursement for CPT code 0202U for COVID testing following 

substantial abuse of the code. 

53. Aetna paid over 2,200 fraudulent or improper claims for drug tests and COVID-19 

tests without review and almost immediately after they were submitted, including paying as much 

as $1,195 for a basic drug test. Aetna approved expensive COVID test billing codes intended to 

be specific to hospital outpatient clinics, even when the submitting facility was an inpatient detox 

facility—further indicating that Aetna did not review these claims prior to payment. 

54. Aetna also approved claims containing clear surgical session errors. During 

surgical sessions, both the surgeon performing the service and the facility where the surgery 

occurred are allowed reimbursement for their respective role in performing the surgery. The 

surgery codes that the hospital bills are expected to match the codes that the surgeon bills. In one 

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of many examples, Aetna approved a claim from an outpatient surgical procedure in which the 

hospital billed an additional service that the surgeon did not bill. 

55. Aetna’s failure to police these abusive claims resulted in Aramark being overbilled 

by millions. Aetna used Aramark funds to pay the vast majority of these claims automatically, 

often within days, without any review by Aetna. Many of these claims are associated with 

particular providers with whom Aetna has explicit or informal agreements not to scrutinize their 

claims or to scrutinize only a limited number of the claims they submitted to Aetna. 

2. Aetna Approved Payment of Dummy Codes to Pay Subcontractors 

56. The Agreement permits Aetna to use subcontractors or other contracted parties to 

provide the required services. The Agreement, however, does not permit Aetna to bill Aramark 

for additional or incremental fees associated with the services provided by those subcontractors or 

other contracted parties. Aetna has, in the past, been found to have used “dummy” codes to pay 

subcontractor fees from the medical claims fee flow. See e.g., Peters v. Aetna, Inc., No. 1:15-cv00109-MR, 2023 WL 3829407 (W.D.N.C. June 5, 2023) (certifying class where Aetna’s 

subcontractor arrangement allowed for charging a fee greater than allowed by the plan contract 

and served to hide the excess fees from the plan and members by misidentifying these fees as part 

of a claim for services). Aramark’s investigation is not complete, but the incomplete medical 

claims data shows that Aetna paid with Aramark funds claims with improbable, nonsense, 

undefined, or gibberish codes, like the ones used to compensate subcontractors in violation of 

Aetna’s fiduciary obligations. 

3. Aetna Caused Aramark to Pay for Rehabilitation Center Abuse 

57. For the 18-month period of incomplete medical claims data Aramark reviewed, 

Aramark now understands that it was the victim of a number of instances of a well-known 

fraudulent billing scheme known as the “Rehab Riviera,” that Aetna should have caught, but did 

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not. To execute this scheme, unscrupulous operators of high-end rehabilitation facilities recruit or 

have agents recruit people with addiction issues and with good health insurance to engage the 

services of various in-patient rehabilitation centers and sober living houses so that the facilities 

can repeatedly bill the patient’s insurance company. The care provided at these locations is rarely 

effective because it relies upon a returning patient or a patient repeatedly rotated through loosely 

affiliated rehabilitation centers. In other words, for the scheme to work, the “rehabilitation” for 

which Aramark pays is designed to be ineffective. 

58. The Orange County Register described the “scheme” as follows:

Patient recruiters typically receive payment from the rehab centers for each patient 

that generates revenue. Predatory marketing practices often involve a 

misrepresentation of the services and the auctioning of patients through 

clearinghouses. The clearinghouses route the patients to call centers, and once the 

patient’s insurance if verified, the clearing centers act as brokers auctioning off the 

patients to the highest bidding rehab centers. . . . Rehab operators have told to the 

Southern California News Group that they know it’s wrong to offer money to 

middlemen in exchange for well-insured patients, but that the practice is so 

ubiquitous in California they’d have no patients at all if they stuck to the high 

ground. . . . Addicts start to see their insurance cards as credit cards, operators said, 

demanding better food, cell phones, even cash from providers in exchange for 

staying in treatment. If the provider doesn’t deliver, the addict bolts to a different 

treatment center that will give him what he wants.”3

 

59. In one instance, Aetna paid over $225,000 in Plan funds for a patient who traveled 

250 miles from the patient’s home to Southern California to be shuffled through treatment in 

multiple out-of-network inpatient facilities. Dozens of in-network rehabilitation programs are 

within 25 miles of the patient’s home zip code. In addition to costs of the California facilities, 

within this same claim the Plans were also billed for extensive and expensive COVID and drug 

 

3 Rehab Patient Brokering is Rampant, but It’s Hard to Stop, Industry Says, ORANGE CNTY. REG. 

(May 30, 2017), available at https://www.ocregister.com/2017/05/30/rehab-riviera-in-addictionindustry-even-simple-fixes-are-hard/; How Many Body Brokering Cases Have Been Prosecuted 

by the Feds Under New Law, ORANGE CNTY. REG. (Mar. 12, 2020), available at 

https://www.ocregister.com/2020/03/12/how-many-body-brokering-cases-have-been-prosecutedby-the-feds-under-new-law/. 

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testing, exceeding $45,000. In a separate instance, another member from Indiana spent several 

months receiving out-of-network, inpatient services in Southern California, costing the Plan over 

$100,000. Several of these facilities, including Dana Point Detox Center, Southern California 

Recovery Centers Oceanside, and the billing psychologist, Dr. Hedieh Azadmehr, appeared in both 

example claims. By failing to catch these claims, Aetna effectively ensures the covered patients 

with substance abuse issues are not able to get the treatment they actually need.4

4. Aetna Caused Aramark to Pay Thousands of Excessive, Inflated, and 

Unjustifiable Claims 

60. Between June 2020 and December 2021, Aetna also approved nearly 2,000 claims 

with facially faulty pricing. These include instances where the claim (a) was greater than the billed 

amount, (b) had inexplicably high prices for facility services, (c) was paid to in-network providers 

over 5 times Medicare standard pricing, (d) had surgical assistants paid at higher rates than primary 

surgeons, and (e) had extreme pricing variation relative to the amount the provider was regularly 

paid for the same services. Aetna’s failure to police these claims cost Aramark millions. 

61. In one example, Aetna caused Aramark to pay extreme variations in pricing for the 

same in-network services to the same provider. A Plan Participant visited a specific emergency 

room five times between July 2020 and January 2022, with the in-network hospital submitting 

claims using the same CPT code with only slight increases in price. For contracted in-network 

providers, some adjustments in price over time are expected. But Aetna approved the claims 

inconsistently, paying the last two claims at triple the rates of the first three claims: from $840 per 

 

4

 Aetna recently filed its own lawsuit against several of these facilities, alleging that multiple 

substance abuse treatment programs in Southern California “targeted vulnerable Aetna members 

who suffer from alcohol and/or substance dependency issues as part of a concerted effort to profit 

at their expense.” Complaint ¶ 5, Aetna Life Ins. Co., Aetna Health of California v. Young et al., 

2:23-cv-09654-MCS-JPR (C.D. Cal. Nov. 14, 2023). 

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visit to $2,400. When the price for a specific service varies significantly within the same calendar 

year, an error in payment is likely. The amount paid was nearly double the amount actually billed. 

62. Aetna also routinely approved in-network provider claims at rates far exceeding 

Medicare pricing. An in-network claim paid at more than five times Medicare pricing is 

exceptionally high; it is a significant pricing outlier for a participating provider. In one example, 

an orthopedic surgeon billed the Plans $33,110 under CPT code 27130, indicating professional 

charges only for a total hip replacement. This code has a Medicare 2020 allowed amount 

maximum of $1,546. Aetna used Plan funds to pay an in-network provider over twenty-one times

the price of Medicare for an in-network procedure. 

63. Aetna often paid claims in amounts greater than the amount the provider actually 

billed. In one instance, a hospital billed $18,855 for services related to a heart procedure and Aetna 

caused Aramark to pay over $35,000 for the claim, nearly double the billed charges. 

5. Aetna Caused Aramark to Pay for Uncovered Claims 

64. During the same period, Aetna approved over 1,000 claims for services that were 

not covered by the Plans. The Plans do not cover every potential medical service or procedure. 

Not only is Aetna aware of these exclusions, Aetna assisted Aramark in preparing the documents 

that identify treatments or procedures excluded from medical insurance coverage. Such exclusions 

include cosmetic surgery, non-FDA approved or experimental treatments, vitamins, supplements, 

and over-the-counter medicine. Aramark also found instances where Aetna approved 

inappropriately high facilities fees for telehealth services where the facility incurs minimal to no 

cost. In one example, Aetna approved a $9,648 claim for telehealth services. 

6. Aetna Caused Aramark to Pay for Thousands of Impossible Claims 

65. Aramark found millions in payment errors during the period of June 2020 to 

December 2021, including medically unlikely edits and subrogation errors. Many of the claims 

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Aetna approved without review are medically unlikely, a euphemism for medically impossible. In 

one instance, Aramark noted a professional doctor’s billing for a hysterectomy from out-ofnetwork providers. In this claim, the primary surgeon appears to be Dr. Karen Waldrep, but a 

second surgeon, Dr. Angela Walker, billed as both a primary surgeon and as an assistant surgeon. 

Aetna approved the claim for payment and it was paid. This claim, and claims like it, were all 

adjudicated automatically, quickly, and without human intervention. 

7. Aetna Has Failed to Provide Subrogation Services 

66. Aetna also agreed to provide subrogation services. A claim is subject to 

“subrogation” if another party, besides Aramark, is responsible to pay for the medical services 

provided. For example, in the case of a car accident, the responsible auto insurance company 

should pay, not Aramark. If the patient was treated for an “on-the-job” injury then the responsible 

worker’s compensation fund should pay for the care, not Aramark. Aetna approved and Aramark 

overpaid many, many claims that should have been subject to subrogation. 

8. Aetna Caused Aramark to Pay for Hundreds of Emergency Room 

 “Super Users” Without Notifying Aetna 

67. Aetna regularly paid claims for emergency room (“ER”) visits that were improper 

and abusive. ER overutilization and upcoding are increasing trends among health care services. 

For example, a high-level office visit costs $200 in comparison to an approximately $3,000 nonemergency ER visit. ER services accounted for about 15% of the Plans’ total annual spend. 

Studies have shown that a small percentage of “superusers”—members that have more than five 

ER visits in a year—tend to drive these costs and even a small improvement in shifting habitual 

ER users to providers’ offices or urgent care centers would result in substantial cost reductions for 

Aramark. Between June 2020 and December 2021 alone, the claims data identified over 35 

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superusers Aetna did not identify and for whom Aetna paid claims with Aramark funds without 

review. 

C. Aetna Engages in Post-Adjudication Adjustments Which Harm Aramark 

1. Aetna Engages in Cross-Plan Offsetting 

68. Aetna engaged in cross-plan offsetting while serving as TPA for Aramark to the 

detriment of Aramark. 

69. Cross-plan offsetting often benefits Aetna and its own fully-insured plan at the 

expense of a self-funded plan, like the Plans. 

70. To cross-plan offset, Aetna overpays a provider using funds from the Plans. Rather 

than collect the overpayment back from the provider, Aetna simply deducts the overpaid amount 

from the next payment to the provider. Often, however, the “next” reduced payment comes from 

a different plan such that the reduced amount of the “next” payment does not benefit the Plans. 

Instead, that “next” payment comes from either another self-funded plan or, most frequently, one 

of Aetna’s fully-insured plans. So, another self-funded plan or—in most cases—Aetna itself gets 

the benefit of the reduced payment amount. 

71. For example, Doctor X treats a patient covered by the Plan. Doctor X submits a

claim for payment to Aetna in the amount of $1,000. Aetna reviews the claim and pays Doctor X 

$1,000 for the service. Aetna later decides that it should have paid Doctor X $600. Aetna does 

not ask Doctor X for a refund. Rather, Aetna waits until Doctor X treats another patient covered 

by an Aetna fully-insured plan—rather than the Plan. Doctor X submits a claim for payment to 

Aetna for $1,000 for treating a second patient. Aetna reviews the claim and decides Doctor X 

should be paid $600. Rather than paying Doctor X $600 for treating the second patient, Aetna 

deducts the $400 overpayment on the first patient and pays Doctor X $200 for the second patient. 

Aetna never refunds to the Plan or credits the Plan the $400 that Aetna initially overpaid for 

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treating the first patient in this example. Aetna uses cross-plan offsetting to get Aramark’s selffunded Plans to illicitly subsidize its fully-insured book of business. 

72. Aetna benefits from cross-plan offsetting to the detriment of the Plans, in breach of 

Aetna’s fiduciary obligations to the Plans. Aetna’s practice of cross-plan offsetting has already 

been held to be unlawful and a violation of ERISA. See Lutz Surgical Partners PLLC et al. v. 

Aetna, Inc. et al., No. 3:15-cv-02595 (BRM)(TJB), 2021 WL 2549343, at *15–18 (D.N.J. June 21, 

2021) (concluding “Aetna’s cross-plan offsetting is prohibited by ERISA”), vacated, 2023 WL 

2472403 (D.N.J. Feb. 8, 2023). 

2. Aetna Reprocesses Claims to the Detriment of Aramark 

73. On information and belief, Aetna takes funds from the Plans in an amount close to 

the provider-billed amount or the amount the provider is owed pursuant to an in-network 

agreement. Then, Aetna frequently reprocesses the claims. It does this for one reason: to 

adjudicate the claims at an amount lower than the amount taken from the Plans. 

74. As a result of the reprocessing, Aetna uses the lower, reprocessed amount to justify 

paying the provider less than the billed amount or the amount Aetna otherwise would be 

contractually required to pay the provider. 

75. By reprocessing a claim, Aetna obtains negotiating leverage over the provider 

because this practice, whether justified or not, results in substantial delay of any payments to the 

provider. 

76. It is not uncommon for Aetna to “reprocess” claims multiple times. As part of its 

reprocessing, Aetna frequently alters the claim number so that the claim cannot be tracked 

accurately or traced as required by the applicable regulations. For example, Aetna’s convention is 

to process (and reprocess) claims electronically. Such processed and reprocessed claims have an 

“E” prefix or leading character. If Aetna is not able to extract the agreement or concession from 

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the provider to take a reduced rate for the claim, then Aetna replaces the “E” prefix or leading 

character of the claim identification number with a “P”—presumably for “paper”—and 

reprocesses the claim as a “paper” claim. This practice disconnects the original electronic claim 

from the “paper” claim and interferes with the tracing or audit trail associated with the original 

claim. Eventually, either Aetna does not pay the reprocessed claim or it pays the reprocessed claim 

at a significantly reduced rate. 

77. Aetna never refunds or credits to the Plans the difference between the amount 

removed from the Plans’ accounts and the amount ultimately paid to the provider pursuant to the 

reprocessed claims. 

78. Aetna’s retention of that difference violates its obligations as a fiduciary under 

ERISA. 

3. Aetna Takes More from the Plans Than It Pays Out-of-Network 

Providers 

79. Aetna has obtained undisclosed fees from the Plans under false pretenses. When 

Aetna receives a claim from an out-of-network provider, it frequently engages a “repricing” 

company or companies to negotiate a lower amount that Aetna ultimately pays the providers. On 

information and belief, Aetna uses Zelis Healthcare Corp., MultiPlan Corp., and Global Claims 

Services. Global Claims Services is owned by Aetna, has common ownership with Aetna, or is 

affiliated with Aetna more closely than through an arms-length contractual arrangement. 

80. The providers want to be paid—and should be paid—for treating Aramark 

employees and their families. Aetna wants to pay the providers as little as possible. The repricing 

companies have one job: to delay payment until the provider’s biller relents and agrees to accept 

an amount well below the billed amount and well below what Aetna wrongfully obtained from the 

Plans. If one repricing company is not making headway with a provider, then Aetna shifts the 

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claim to another repricing company, and then another, and then another. Aetna has not disclosed 

to Aramark that the repricing companies are subcontractors or that they are engaged in the claim 

adjudication and provider payment process. 

81. Aetna’s use of repricing companies confirms its practice of taking more funds from 

the Plans than it pays to providers. Aetna’s agreements with the repricing companies require it to 

pay them a percentage of the amount they “save,” i.e., a bounty. Aetna pays the repricing 

companies from the excess funds it wrongfully obtains from the Plans. Aetna does not pay the 

repricing companies their “bounty” from its monthly per-employee fee. Rather, Aetna extracts the 

“fee” for the repricing companies from the amounts it seeks and obtains from Aramark to pay 

provider medical claims. 

82. Management and representatives of the repricing companies are aware that Aetna 

acts as the Plans’ TPA. Management and representatives of the repricing companies are aware 

that Aetna pays its “bounty” or “success fee” from an Aetna account or accounts containing funds 

from the Plans. Management and representatives of the repricing companies are aware that Aetna 

obtains money from the Plans before it knows how much a provider will ultimately be paid. 

Management and representatives of the repricing companies are aware that Aetna does not refund, 

credit, or offset to the Plans amounts that the repricing companies save. 

D. In Direct Violation of ERISA, Aetna Commingles Plan Funds with Its Own 

Funds 

83. For many of these schemes to work, Aetna moves funds from the Plans’ accounts 

into Aetna’s own account containing Aetna’s funds and the funds of other Plans. Because Aetna 

is an ERISA fiduciary, such commingling is not permitted. 

84. As a TPA and an ERISA fiduciary, Aetna is supposed to make payments from an 

account owned and controlled by the Plans. Aetna is supposed to write checks from or make ACH 

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transfers from the Plans’ accounts to a doctor or hospital that cared for a beneficiary of one of the 

Plans. 

85. In practice, that did not happen. Aetna directs the Plans to fund their accounts in 

certain bulk and undifferentiated amounts. Aetna transfers funds from the Plans’ accounts not to 

providers, but to an account or accounts owned and controlled by Aetna or one of its affiliates. 

Aetna then makes payments to providers from the Aetna account or accounts. The Plans have no 

access to these accounts, so they do not know—and have no way to determine—exactly how much 

the providers receive for specific claims and whether that matches the amounts the Plans 

transferred to Aetna for those specific claims. 

E. Aetna Applies Less Rigorous Claims Adjudication Standards to Self-Funded 

Plan Claims Than It Applies When Adjudicating Claims for Its Own Fully 

Funded Plans 

86. As an ERISA fiduciary, Aetna is required to treat claims submitted to the Plans like 

it treats claims submitted to its fully-insured plans. Aetna does not do this. Aetna applies rigorous 

standards for accepting, processing, and paying claims submitted to its fully-insured plans where 

Aetna is paying claims with its own money. As a result of applying these rigorous standards, 

Aetna has a high rejection rate for claims submitted to its fully funded plans for payment. 

87. Aetna proudly declares in fraud resources available online that it takes a “zerotolerance approach to fraud.” Aetna even has an entire section of its website dedicated to “Fraud 

and Abuse.” According to Aetna, estimated financial losses caused by insurance fraud “run in the 

tens of billions of dollars each year.” Aetna Special Investigations Unit, AETNA 1, 2, available at 

https://www.aetnafeds.com/pdf/FraudBrochure.pdf. 

88. Aetna claims to “lead the fight against fraud” through its “Special Investigations 

Unit,” which is dedicated to “aggressively investigating all types of fraud using the latest detection, 

investigation and recovery techniques.” Aetna claims that “[w]hether taking on large health care 

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management companies or individual providers, we work to protect you.” According to Aetna, its 

Special Investigations Unit “saves and recovers hundreds of millions of dollars related to fraud, 

waste, and abuse.” Aetna states that customers can “count on us to fight for you and everyone 

affected by fraud, day in, day out.” Id. 

89. Aetna asserts that “reliable fraud detection relies heavily on technology” and its 

Special Investigations Unit “goes a step beyond with dedicated IT staff and [its] own systems 

capability” in order to “gather a huge volume of claims data all in one spot.” This way, Aetna 

claims, it can “use advanced software to comb through massive amounts of data” then “identify 

providers whose claims appear unusual or inconsistent with their peers.’” Id. 

90. Examples of “red flags” Aetna claims it investigates to catch provider fraud 

include: “unusual provider billing practices;” “billing patterns that are inconsistent with those of 

peers;” “discrepancies between billed services and patient records;” “unusually high volume or 

percentage of same services;” “pressure to pay claims quickly;” and “provider advertisements for 

‘free’ services or other incentives.” Id. at 3. As explained in detail above, those are the exact type 

of claims for which Aetna has approved payment. 

91. But when Aetna is not responsible for paying claims with its own money, and 

instead pays claims with money from self-funded plans, like the Plans, Aetna applies far less 

rigorous standards for accepting, processing, and paying claims submitted for payment. On 

information and belief, as a result, the claim rejection rate for a self-funded plan generally, and the 

Plans specifically, is lower than the rate for Aetna’s fully-insured plans. 

92. By prioritizing its own assets and resources to the detriment of the Plans’, Aetna 

has breached and continues to breach its fiduciary duty to the Plans. 

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93. Moreover, as part of the Agreement, Aetna has committed to recover 

overpayments; to make recoveries for subrogation and coordination of benefits; and to police 

fraud, waste, and abuse for the benefit of the Plans. Aetna even has specific departments devoted 

to these activities. 

94. Aetna did not apply the above-described fraud prevention investigations, 

techniques, and technology to identify and prevent the payment of fraudulent or otherwise 

improper claims made to the Plans, or did not apply those fraud prevention investigations, 

techniques, and technology as stringently as they did with claims made to Aetna’s own insurance 

plans. 

95. Aetna’s failure to employ these fraud prevention investigations, techniques, and 

technology adequately, or do so as stringently as it does with claims made to its own insurance 

programs, violates both its fiduciary duty to “process claims for Plan benefits incurred on or after 

the Effective Date using Aetna’s normal claim determination, payment and audit procedures and 

applicable cost control standards . . . .” 

F. Aetna Uses Exclusion Lists as a Means to Limit the Scrutiny Applied to 

Aramark’s Claims 

96. Aetna employs a tactic, strategy, or procedure that involves “exclusion lists.” To 

induce providers to join Aetna’s network of providers and enter “in-network” agreements, and 

perhaps for other reasons, Aetna agrees to place providers on “exclusion lists.” A provider on this 

list benefits because being on this list commits Aetna to providing no scrutiny or limited scrutiny 

to the claims those providers submit for reimbursement. Or, it commits Aetna to scrutinize and 

properly adjudicate only a small number or a small percentage of the claims the listed provider 

submitted for adjudication. 

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97. Discovery will show that Aetna uses exclusion lists and consequently applied 

limited scrutiny to certain claims for which Aramark ultimately paid. Even the incomplete claims 

data shows that Aetna regularly processes claims from specific providers quickly, with no review, 

and with minimal revisions or adjustments, if any, to the amounts the provider billed. 

98. At no point did Aetna disclose the use of exclusion lists to Aramark. Nor did it 

disclose that claims for payment submitted to Aetna related to the case and treatment of Aramark 

employees would not be reviewed or scrutinized. 

CLAIM ONE 

Breach of Fiduciary Duty under ERISA 

(29 U.S.C. §§ 1104(a) and 1109(a)) 

99. Plaintiffs reallege and incorporate by reference each and every allegation contained 

herein. 

100. Plaintiffs bring this Claim under 29 U.S.C. §§ 1132(a)(2), (a)(3), 1104(a), and 

1109(a). Plaintiffs have standing to bring this Claim under these provisions as ERISA fiduciaries. 

101. As the claims administrator to the Plans, Aetna is an ERISA fiduciary and thus 

owes the Plans, Plan Participants, and Aramark a fiduciary duty to discharge its obligations to the 

Plans “with the care, skill, prudence, and diligence under the circumstances then prevailing that a

prudent man acting in a like capacity and familiar with such matters would use in the conduct of 

an enterprise of a like character and with like aims.” 29 U.S.C. § 1104(a)(1)(B). 

102. Aetna also owed a separate and independent fiduciary duty to discharge its 

obligations in accordance with the terms of the Plans’ documents. See 29 U.S.C. § 1104(a)(1)(D). 

103. Aetna breached its fiduciary duties as set forth herein. 

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104. Aetna further breached its fiduciary duties by approving claims for benefits that 

contained indicia of fraud without first determining (either through an investigation or otherwise) 

that the claims were legitimate, non-fraudulent and covered by the Plans. 

105. Aetna further breached its fiduciary duty by not recovering from providers amounts 

paid pursuant to fraudulent or otherwise improper claims. 

106. Aetna’s breach of its fiduciary duty resulted in improper payments of fraudulent or 

otherwise improper claims by Aramark on behalf of the Plans. These losses were ultimately 

suffered by Plaintiffs. 

107. Aetna has profited an undetermined amount due to its breach of its fiduciary duties. 

108. Accordingly, Plaintiffs seek (i) the recovery of any and all losses resulting from 

Aetna’s breach of its fiduciary duty, (ii) the recovery of any and all benefit or profits Aetna made 

as a result of its breach of its fiduciary duty, (iii) all such other equitable or remedial relief as may 

be appropriate, and (iv) the recovery of Plaintiffs’ attorneys’ fees and costs. 

CLAIM TWO 

Prohibited Transactions Under ERISA 

(29 U.S.C. §§ 1106(a)(1)(D) and 1109(a)) 

109. Plaintiffs reallege and incorporate by reference each and every allegation contained 

herein. 

110. Plaintiffs bring this Claim under 29 U.S.C. §§ 1132(a)(2), (a)(3), 1106(a)(1)(D), 

and 1109(a). Plaintiffs have standing to bring this Claim under these provisions as ERISA 

fiduciaries. 

111. Aetna is an ERISA fiduciary. 

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112. The health care providers and other parties to whom Aetna made payments pursuant 

to claims for health benefits that it approved are “parties in interest” under ERISA because they 

provided or purported to provide “services” to the Plans. 

113. By approving and paying fraudulent or otherwise improper or uncovered claims to 

such parties in interest, Aetna engaged in “prohibited transactions” by causing the Plans to engage 

in transactions that Aetna either knew or should have known constitute a direct or indirect transfer 

to or use by or for the benefit of a party in interest of assets of the Plans. 

114. Neither the Plans nor Aramark received adequate consideration for the amounts 

that were paid for these prohibited transactions. 

115. In addition, Aetna retained for itself and transferred to itself monies from the Plans 

to which it had no lawful right. Aetna further transferred some portion of Plans’ money wrongfully 

retained or obtained to its affiliates, to its subcontractors, and to other third parties as compensation 

for their participation in the scheme, pattern and practices employed by Aetna to obtain and retain 

monies from the Plans to which it had no lawful right. 

116. Accordingly, Plaintiffs seek (i) the recovery of any and all losses resulting from 

Aetna having engaged in prohibited transactions, (ii) the recovery of any and all benefit or profits

Aetna made as a result of having engaged in prohibited transactions, (iii) all such other equitable 

or remedial relief as may be appropriate, and (iv) the recovery of Plaintiffs’ attorneys’ fees and 

costs. 

CLAIM THREE 

Breach of Fiduciary Duty Under ERISA 

(29 U.S.C. §§ 1106(b)(1) and 1109(a)) 

117. Plaintiffs reallege and incorporate by reference each and every allegation contained 

herein. 

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118. Plaintiffs bring this Claim under 29 U.S.C. §§ 1132(a)(2), (a)(3), 1106(b)(1), and 

1109(a). Plaintiffs have standing to bring this Claim under these provisions because they are 

ERISA fiduciaries. 

119. As claims administrator for the Plans, Aetna is a fiduciary under ERISA, and thus 

owes fiduciary duties to Aramark. ERISA forbids a fiduciary from engaging in self-dealing. See 

29 U.S.C. § 1106(b)(1). 

120. Aetna controlled and continues to control the adjudication, pricing, repricing, 

reprocessing, and payment of health care provider claims through an adjudication process. 

121. As a fiduciary, Aetna was required, among other things, to discharge its duties 

solely in the interest of the participants and beneficiaries of the Plans, to preserve the Plans’ assets, 

and to disclose fully its actions and any compensation it was taking for its services. 

122. As set forth herein, Aetna breached its fiduciary duties by engaging in a variety of 

wrongful acts and practices. 

123. Additionally, Aetna has made profits of an undetermined amount due to its breach 

of duty of loyalty and care. 

124. Accordingly, Plaintiffs seek (i) the recovery of any and all losses resulting from 

Aetna’s breach of its fiduciary duty, (ii) the recovery of any and all profits or benefit that Aetna 

made as a result of its breach of its fiduciary duty, (iii) all such other equitable or remedial relief 

as may be appropriate, and (iv) the recovery of Plaintiffs’ attorneys’ fees and costs. 

CLAIM FOUR 

Prohibited Transactions Under ERISA 

(29 U.S.C. §§ 1106(b)(3) and 1109(a))

125. Plaintiffs reallege and incorporate by reference each and every allegation contained 

herein. 

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126. Plaintiffs bring this Claim under 29 U.S.C. §§ 1132(a)(2), (a)(3) and 1109(a). 

Plaintiffs have standing to bring this Claim under these provisions as ERISA fiduciaries. 

127. As claims administrator for the Plans with discretion over Plan administration and 

Plan assets, Aetna is a fiduciary under ERISA. As a fiduciary, Defendant is prohibited from 

“receiving any consideration for his own personal account from any party dealing with such plan 

in connection with a transaction involving the plan.” See 29 U.S.C. § 1106(b)(3). 

128. By retaining the difference between the negotiated price for medical services 

rendered and the monies withdrawn from the Plans, and collecting “savings” and “reprocessing” 

fees, Aetna received consideration from parties transacting with the Plans constituting “prohibited 

transactions.” Among other things, Aetna used its control of the assets of the Plans, the negotiation 

of the price paid for medical services, and the engagement of “repricing” companies to improperly 

receive and retain monies from the Plans. 

129. Aetna retained for itself and transferred to itself monies from the Plans to which it 

had no lawful right. 

130. Neither the Plans nor Aramark received adequate consideration for the amounts 

that were paid for these prohibited transactions. 

131. Accordingly, Plaintiffs seek (i) the recovery of any and all losses resulting from 

Aetna having engaged in prohibited transactions, (ii) the recovery of any and all profits that Aetna 

made as a result of having engaged in prohibited transactions, (iii) all such other equitable or 

remedial relief as the court may deem appropriate, and (iv) the recovery of Plaintiffs’ attorney’s 

fees and costs. 

PRAYER FOR RELIEF 

WHEREFORE, Plaintiffs respectfully request that the Court issue a final judgment: 

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a. ordering Defendant to reimburse Plaintiffs for any and all losses resulting 

from Defendant breaching its fiduciary duties and/or having engaged in 

prohibited transactions; 

b. ordering Defendant to disgorge to Plaintiffs any and all profits that 

Defendant made as a result of its breaches of fiduciary duties and/or having 

engaged in prohibited transactions; 

c. a preliminary injunction compelling Defendant to provide all Plan claims 

data (subject to appropriate privacy protections); 

d. granting all such other equitable or remedial relief as the Court may deem 

appropriate; and 

e. ordering Defendant to pay Plaintiffs their attorneys’ fees and costs. 

Dated: December 22, 2023 

/s/ Jennifer Truelove 

Jennifer Truelove 

Texas Bar No. 24012906 

MCKOOL SMITH, P.C. 

jtruelove@mckoolsmith.com 

104 East Houston Street, Suite 300 

Marshall, TX 75670 

Telephone: 903-923-9000 

Telecopier: 903-923-9099 

Jon Corey 

D.C. Bar No. 491311 

jcorey@mckoolsmith.com 

MCKOOL SMITH, PC 

1999 K Street, N.W., Suite 600 

Washington, DC 20006 

Telephone: (202) 370-8300 

Facsimile: (202) 370-8344 

David I. Schiefelbein

New York State Bar No. 4767398 

dschiefelbein@mckoolsmith.com 

Case 2:23-cv-00446-JRG Document 4 Filed 12/22/23 Page 32 of 33 PageID #: 103
32 

4894-6144-9881

Emily B. Tate 

New York State Bar No. 5769153 

etate@mckoolsmith.com 

MCKOOL SMITH, PC 

One Manhattan West 

395 9th Avenue, 50th Floor 

New York, NY 10001 

Telephone: (212) 402-9400 

Facsimile: (212) 402-9444 

Attorneys for Plaintiffs Aramark Services, Inc. 

f/k/a Aramark Corporation, Aramark Services, 

Inc. Group Health Plan, Aramark Uniform 

Services Group Health and Welfare Plan, and 

Aramark Benefits Compliance Review 

Committee 

Case 2:23-cv-00446-JRG Document 4 Filed 12/22/23 Page 33 of 33 PageID #: 104