UNITED STATES CO URT OF APPEALS FOR THE TENTH CIRCUIT

INTEGRIS HEALTH, INC., a not-for-profit Oklahoma corporation; INTEGRIS BAPTIST MEDICAL CENTER, a not-for-profit Oklahoma corporation, Plaintiffs-Appellants,

v. INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA, INC., a foreign corporation, Defendant-Appellee, and CHARTIS CLAIMS, INC., a foreign corporation; COVENTRY HEALTH AND LIFE INSURANCE CO., a foreign corporation, Defendants.

________________ _________________ INTEGRIS HEALTH, INC., a not-for-profit Oklahoma corporation; INTEGRIS BAPTIST MEDICAL CENTER, INC., a not-for-profit Oklahoma corporation, Plaintiffs-Appellees,

v. INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA, INC., No. 13-6164 (D.C. No. 5:12-CV-00346-C) (W.D. Okla.)

No. 13-6210 (D.C. No. 5:12-CV-00346-C) (W.D. Okla.) FILED United States Court of Appeals Tenth Circuit 

### July 8, 2014
Elisabeth A. Shumaker Clerk of Court- 2 - a foreign corporation, Defendant-Appellant, and
COVENTRY HEALTH & LIFE INSURANCE COMPANY, a foreign corporation, Defendant.

ORDER AND JUDGMENT *

Before BRISCOE , Chief Judge, PORFILIO and O’BRIEN , Circuit Judges.
Integris Health, Inc. and Integris Baptist Medical Center (collectively, Integris) appeal the district court’s entry of summary judg ment in favor of Insurance Company of the State of Pennsylvania, Inc. (ICOSP). The parties’ dispute arose over the payment guidelines applicable to health care services Integris provided to an injured worker covered by a workers’ co mpensation policy under which ICOSP was responsible for reimbursing Integris. Specifically, the dispute boiled down to whether the Oklahoma or the Texas work ers’ compensation payment guidelines

* After examining the briefs and appella te record, this pa nel has determined unanimously that oral argument would not mate rially assist the de termination of this appeal. See Fed. R. App. P. 34(a)(2); 10th Cir. R. 34.1(G). The case is therefore ordered submitted without oral argument. This order and judgment is not binding precedent, except under the doctr ines of law of the case, res judicata, and collateral estoppel. It may be cite d, however, for its persuasi ve value consistent with Fed. R. App. P. 32.1 and 10th Cir. R. 32.1.- 3 - applied. On the undisputed facts, the distri ct court construed the parties’ contract in ICOSP’s favor. The court then denied IC OSP’s motion for attorney fees, which is the subject of ICOSP’s cross appeal. We exercise jurisdic tion under 28 U.S.C. § 1291 and affirm both the su mmary judgment and the orde r denying attorney fees.
I. BACKGROUND The parties’ Joint Stipulation of Facts sets out th e background. See Aplt. App. Vol. I at 1-4. Integris and the defendants were signatories to a Participating Hospital Agreement (Agreement) under which Integris ag reed to provide health care services to subscribers of health insurance policies i ssued by Coventry Health and Life Insurance Co. ICOSP had the sole obligation to make paym ent to Integris for health care services provided to those subscribers. 1
Michael Morris sustained se vere burns while in the course of his employment in Texas. His employer had a workers’ compensation insurance policy issued by Coventry, and ICOSP was the payor. Soon after Mr. Morris’s accident, he was transferred to Integris’s hos pital in Oklahoma City, Ok lahoma. There he received medical care resulting in $1,509 ,935.56 in medical bills. The Agreement contemplated applyi ng state law concerning the amount payable for workers’ compensa tion claims. The parties di sagree on which state’s law applies. Under Oklahoma law, the ma ximum amount Integris would receive for

1 The remaining defendant, Chartis Clai ms, Inc., served as Coventry’s claims administrator. Coventry and Charti s are not parties to this appeal.- 4 - treating Mr. Morris was $1,056,576.89. In contrast, Texas law provided for a maximum payment of $420,191.54. Appl ying a 13% discount pursuant to the Agreement, the difference is $553,665. 25, the amount Integris claims ICOSP improperly withheld under its interp retation of the Agreement. The Agreement includes th e following provision, wh ich is the focus of the parties’ dispute: “ 6.11 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma without regard to such State’s choice of law provisions.” Id. at 21. In addition, the Agreement states in a section titled “ Notes ,” “1) The amount payable under the terms of this Contract shall be the lesser of the Contract rate, billed charges, or a 13% discount from the amount payable under the guidelines establ ished under any State law or regulation pertaining to health care se rvices rendered for occupationa lly ill/injured employees.” Id. at 26 (emphasis added) (referred to herein as Note 1). Integris filed suit in Ok lahoma state court seeking the difference between the amount paid and the amount recoverable under the Oklahoma workers’ compensation guidelines. ICOSP removed the case to fede ral court, invoking di versity jurisdiction under 28 U.S.C. § 1332(a). The district court found the Agreement unambiguous, construed it under Oklahoma law, and concluded that Note 1 directed application of the Texas workers’ compen sation guidelines. Accord ingly, the court entered summary judgment in ICOSP’s favor. ICOSP then filed a motion fo r attorney fees as- 5 - a prevailing party under Okla. Stat. tit. 12, § 936(A). The district court denied the motion, holding that the statute did not ap ply to the subject ma tter of the case.
II. INTEGRIS’S APPEAL OF SUMMARY JUDGMENT We first address Integris’s challenge to the district court’s grant of summary judgment to ICOSP. In this diversity case, the subs tantive law of the forum state, [Oklahoma], governs our analysis of the underlying claims. But we are governed by federal law in determin ing the propriety of the district court’s grant of summary judgment. We thus review the grant of summary judgment de novo, applying th e same standards as the district court pursuant to Federal Rule of Civil Procedure 56[a]. Under those standards, we will affirm a grant of summary judgmen t if there is no genuine dispute of material fact and the prevailing party is entitled to judgment under the law. Kan. Penn Gaming, LLC v. HV Props. of Kan., LLC , 662 F.3d 1275, 12 84 (10th Cir. 2011) (citations, footnote, brackets, and internal quotation marks omitted). The parties do not challenge the district cour t’s determination that the Agreement is unambiguous, and we agree w ith the district court. “The interpretation of an unambiguous contract is a question of law to be determined by the court, and may be decided on summary judgment.” Pub. Serv. Co. of Okla. v. Burlington N. R.R.. Co. , 53 F.3d 1090, 1096 (10th Cir. 1995) (citation omitted) (construing a contract under Oklahoma law). The Oklahoma Supreme Court has e xpressed some “ele mentary rules of contract law” that are applicab le to this dispute: “The c ourts will read the provisions of a contract in their entir ety to give effect to the intention of the parties as- 6 - ascertained from the four corner s of the contract . . . .” Okla. Oncology & Hematology P.C. v. US Oncology, Inc. , 2007 OK 12, ¶ 27,160 P.3d 936, 946 (citation omitted). In addition, “[t]he courts will read the contract langua ge in its plain and ordinary meaning unless a techni cal meaning is conveyed.” Id. ICOSP contends that Note 1’s langua ge, “the amount payable under guidelines established under any State la w or regulation,” directed that the Texas workers’ compensation guidelines apply. Integris maintains that the “Governing Law” section of the Agreement requires all sections to be administered under Oklahoma law, including the Oklahoma worker s’ compensation guidelines. Integris also argues that the Okla homa guidelines apply because it does business only in Oklahoma and the contr act negotiation and execution occurred in Oklahoma. Furthermore, Integr is asserts that (1) “State,” as used in the Agreement, means Oklahoma because the word “State” is capitalized, thus applying to a proper noun, as in, the “State of Oklahoma;” (2) the Note 1 la nguage, “any State law,” must refer to Oklahoma; otherwise ICOSP could apply the law of any of the 50 states and reach an absurd result; (3) Section 2.12 of the Agreemen t provides that Integris will comply with the “requirements, laws, rules and regulations of . . . any State agencies of the State(s) in which [it] practices,” Aplt. App. Vol. I at 13, and because it practices only in Oklahoma, the refere nces to “State” m ean Oklahoma. “State” is not defined in the Agreemen t. Therefore, its meaning is to be determined from the entire contract. See Okla. Stat. tit. 15, § 157 (“The whole of a- 7 - contract is to be ta ken together, so as to give effe ct to every part , if reasonably practicable, each clause helpi ng to interpret the others.”). Moreover, “[t]he words of a contract are to be underst ood in their ordinary and po pular sense, rather than according to their strict legal meaning, unless used by the pa rties in a technical sense, or unless a special meaning is given to th em by usage, in which case the latter must be followed.” Id. § 160. Reading the Agreement as a whole, it is apparent that when the parties intended to refer to the Stat e of Oklahoma, they specifi ed, “State of Oklahoma.”
See Aplt. App. Vol. I at 7 (“WHEREAS, [In tegris] is duly licensed by the State of Oklahoma . . .”); id. (“Clean Claim shall have the meaning required by law in the State of Oklahoma . . .”); id. at 21 (“The Agreement shall be governed by and construed in accordance with th e laws of the State of Ok lahoma . . .”). The term “State” is used numerous ti mes elsewhere in the Agreem ent in ways that do not necessarily indicate that the parties limited the meaning to the “State of Oklahoma.” See, e.g. , id. at 19 (Section 6.2: “Health Plan may unilaterally amend the Agreement to the extent necessary to comply with applicable Fede ral or State law . . . .”); id. at 20 (Section 6.5: “Hospital and Health Plan and Payors agre e to maintain the privacy and confidentiality of all info rmation and records regarding Members, including but not limited to medical records, in accordance with al l State and Federal laws . . . .”). We attach no significance to the capitali zation of the word “State” because the word appears to be capitalized in al l contexts in the Agreement. Thus,- 8 - we conclude that the word “S tate” as used in Note 1 refe rs to any of the 50 states, including Texas. 2 ICOSP properly applied th e Texas workers’ compensation guidelines. The district court’s summary judgment in favor of ICOSP is therefore affirmed. 3
III. ICOSP’S CROSS-APPEAL OF ORDER DENYING ATTORNEY FEES In a cross-appeal, ICOSP appeals the di strict court’s orde r denying its motion for attorney fees. ICOSP claims that Okla. Stat. tit. 12, § 936 allows for it to recover attorney fees as a prevailing part y. Section 936( A) states: In any civil action to recover for la bor or services rendered, or on an open account, a statement of acc ount, account stated, note, bill, negotiable instrument, or contract re lating to the purchase or sale of goods, wares, or merchandise, unle ss otherwise provided by law or the contract which is the s ubject of the action, the prevailing party shall be allowed a reasonable attorn ey fee to be set by the court, to be taxed and collected as costs. In this diversity case, we apply the la w of Oklahoma to the issue of attorney fees. See Burlington N. & Santa Fe Ry. Co. v. Pub. Serv. Co. of Okla. , 636 F.3d 562, 571 (10th Cir. 2010). Generally, we review for an abuse of discretion a district

2 We decline to speculate on Integris ’s hypothetical situation in which ICOSP could apply the law of a state completely unrelated to circ umstances that may arise.
3 Because we affirm the district c ourt based on the plain language of the Agreement, we need not address ICOSP’ s alternative arguments pertaining to extrinsic evidence and waiver or estoppel. Likewise, our conclusion that the district court correctly applied Note 1 defeats Integris’s argument that it is entitled to the full cost of its services because ICOSP did not make fu ll payment within 45 days, as required by Okla. Stat. tit. 36, § 1219(D) (re quiring insurer to pay clean claim within 45 days after receipt of claim).- 9 - court’s denial of attorney fees, but where the question is one of statutory construction, our review is de novo. Ryan v. Am. Natural Energy Corp. , 557 F.3d 1152, 1164 (10t h Cir. 2009). “The American Rule is firmly estab lished in [Oklahoma], [whereby] each litigant bears the cost of his/her legal representation . . . .” Eagle Bluff, L.L.C. v. Taylor , 2010 OK 47, ¶ 16, 237 P.3d 173, 179 (i nternal quotation marks omitted). “Exceptions to the American Ru le are narrowly defined.” Kay v. Venezuelan Sun Oil
Co. , 806 P.2d 648, 650 (Okla. 1991). Thus, “the mandatory provi sions of § 936 that the prevailing party in an action to recover for labor and services shall be allowed a reasonable attorney fee ar e strictly applied.” Eagle Bluff , 237 P.3d at 180 (brackets and internal quotation marks omitted). It is the underlying nature of the suit itself whic h determines the applicability of the labor and servi ces provisions of section 936. . . . The question is whether the damages ar ose directly from the rendition of labor or services, such as a failure to pay for those services, or from an aspect collaterally relati ng to labor and services, su ch as loss of profits on a contract involving the renditi on of labor and services. Burrows Constr. Co. v. Indep. Sch. Dist. No. 2 , 704 P.2d 1136, 1138 (Okla. 1985) (footnote omitted). “Attorney fees are not available un der § 936 merely because a suit involves a contract relating to labor or services; the suit mu st be ‘brought for labor and services.’” Pezold, Richey, Caruso & Bar ker v. Cherokee Nation Indus.,
Inc. , 2002 OK CIV APP 43, ¶ 8, 52 P.3d 430, 432 (quoting Russell v. Flanagan , 544 P.2d 510, 512 (Okla. 1975)).- 10 - In this case, Integris f iled suit seeking an interpreta tion of the Agreement that would result in application of the Oklahom a workers’ compensation fee guidelines. It is undisputed that ICOSP paid Integris in full pursuant to the Texas workers’ compensation fee guidelines. There is al so no dispute over the types of medical services Integris provided to Mr. Morris or the reasonabl eness of the costs for those services. Therefore, notwithstanding th e Agreement’s basic purpose of delivering health care services , we conclude that the underl ying disagreement was not over whether Integris was paid for its services. Rather, it concerned which state’s workers’ compensation fee guidelines a pplied pursuant to the Agreement. Accordingly, we agree with th e district court’s assessment that this case is one for breach of contract, and any relation to “labor and services ” is collateral. ICOSP’s legal authorities ar e inapposite because in those cases, the primary issue before the court was whether one of the parties had been paid. Cf. Strickland Tower Maint., Inc. v. AT & T Commc’ns, Inc. , 128 F.3d 1422, 1429 (10th Cir. 1997) (applying § 936; stating plaintiff “alleges, in the plaine st terms, a failu re to pay for services rendered”); Luetkemeyer v. Magnusson , 2007 OK CIV APP 45, ¶ 7, 162 P.3d 970, 972 (holding § 936 applie d because plaintiff “sought to have the alleged labor and services debt extinguished”); Stephenson v. ONEOK Res. Co. , 2004 OK CIV APP 81, ¶ 29, 99 P.3d 717, 725 (granti ng attorney fees under § 936 to party who successfully defended suit to r ecover payment for services, but denying attorney fees on “action for declaratory relief [that was] related to a c ontract for services but was- 11 - not an action to recover for services”). Therefore, foll owing the directive of the Oklahoma Supreme Court to strictly apply § 936, e.g., Eagle Bluff , 237 P.3d at 180, we determine that ICOSP was not entitled to attorney fees under the statute.
IV. CONCLUSION The stipulated motion to retain unde r seal Volume II of the Appellants’ Appendix and Volume III, the Appellee’s Supp lemental Appendix, is granted. These volumes contain medical information about third parties and conf idential proprietary information produced by Coventry. The docu ments are not pertinent to the merits of this appeal, and we agree that the two volumes should remain under seal. See Eugene S. v. Horizon Blue Cross Blue Shield , 663 F.3d 1124, 1135-36 (10th Cir. 2011). The judgment of the dist rict court is affirmed. Entered for the Court
Mary Beck Briscoe Chief Judge