1

NOT FOR PUBLICATION 

 

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF NEW JERSEY 

__________________________________________ 

PREMIER HEALTH CENTER, P.C., JUDSON :

G. SPRANDEL, II, D.C., BRIAN S. HICKS, :

D.C., TRI3 ENTERPRISES, LLC, BEVERLY :

HILLS SURGICAL CENTER, JEREMY :

RODGERS, D.C., and AMY O’DONNELL, :

D.C., on their own behalf and on behalf of all :

others similarly situated, and CONGRESS OF :

CHIROPRACTIC STATE ASSOCIATIONS, :

the AMERICAN CHIROPRACTIC :

ASSOCIATION, the OHIO STATE :

CHIROPRACTIC ASSOCIATION and THE :

MISSOURI STATE CHIROPRACTIC :

ASSOCIATION, in a representational capacity :

on behalf of their members, :

 : 

Plaintiffs, :

v. :

 : 

UNITEDHEALTH GROUP, : CIVIL ACTION NO: 11-425 (ES)

UNITEDHEALTHCARE SERVICES, INC., :

OPTUMHEALTH, INC., HEALTH NET OF : OPINION

THE NORTHEAST, INC., and HEALTH NET :

OF NEW YORK, INC., : 

 : 

Defendants. : 

__________________________________________: 

SALAS, District Judge. 

I. Introduction 

 Pending before the Court is Defendant UnitedHealth Group’s (“Defendant” or “United”) 

motion to compel arbitration (D.E. 32)1

 as to Plaintiffs Judson G. Sprandel, Brian S. Hicks, 

Jeremy Rodgers, and Amy O’Donnell (“Plaintiffs”). The Court has considered the papers 

submitted in support of and in opposition to the instant motion and decides this matter without 

 

1

 Defendants UnitedHealth Group, UnitedHealthCare Services, Inc., and OptumHealth Care Solutions, Inc., jointly 

file this motion. (United Moving Br. at 1 n.1). All three Defendants are collectively referred to as “United” in this 

Opinion, except where otherwise noted. 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 1 of 16 PageID: 1683
2

oral argument pursuant to Rule 78(b) of the Federal Rules of Civil Procedure. For the reasons 

set forth below, Defendant’s motion to compel is GRANTED as to Plaintiffs Sprandel and 

Hicks.2

II. Background 

A. Parties and Claims 

The Court does not provide a detailed recitation of the facts at issue as the parties are 

thoroughly familiar with the facts and procedural history of this case. To that end, the Court 

only recounts the essential facts necessary to determine the legal issues presented by the parties. 

Plaintiffs Sprandel and Hicks are chiropractors who provide their services to subscribers 

of United’s plan. (Amended Complaint (“AC”), D.E. 15 ¶ 2). Plaintiffs are in-network (INET) 

providers, meaning that they have signed provider agreements with United which requires them 

to accept payments from United in exchange for being listed in United’s catalog of service 

providers. (Id. ¶¶ 8-9). 

Plaintiff Sprandel alleges that, beginning in mid-2009, he received requests for medical 

records to assist OptumHealth Care Solutions (“Optum”)3

 in post-payment audits. (Id. ¶ 42). 

After receiving and reviewing the requested medical records, Optum notified Sprandel that it had 

overpaid him for claims relating to services not covered by the Plan or unsupported by 

Sprandel’s medical records. (Id. ¶¶ 43, 49). Optum thus asked Sprandel to refund those 

overpayments. (Id.). Optum’s refund request also notified Sprandel of his appeal rights and 

 

2

 This motion is brought against Plaintiffs Rodgers and O’Donnell as well. In their Opposition Brief, Plaintiffs state 

that “[t]o the extent there is any question from the [Amended Complaint], Plaintiffs Rodgers and O’Donnell will 

stipulate that they are not seeking any benefits or other relief for the time years ago in which they were INET 

providers, subject to an INET provider agreement.” (Pl. Opp. Br., D.E. 55 at 4 n.3). United replies that, “[g]iven 

that stipulation, the claims asserted by Rodgers and O’Donnell appear, by definition, to be outside the scope of their 

arbitration agreements, and UnitedHealth does not seek to compel arbitration against them.” (United Reply Br., 

D.E. 63 at 2-3). Thus, the Court does not address the motion to compel arbitration as it concerns Plaintiffs Rodgers 

and O’Donnell. 

3

 Optum is a United entity that specifically deals with chiropractors. (AC ¶¶ 101-02). 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 2 of 16 PageID: 1684
3

reminded him of its contractual right to offset the amounts owed against future payments. (Id. ¶ 

44). Sprandel alleges that he submitted at least three appeals to Optum. (Id. ¶¶ 49-51). 

Plaintiff Hicks alleges that, beginning in February 2010, Optum requested medical 

records for payments it had previously made to him. (Id. ¶ 53). After Hicks provided the 

records, Optum notified Hicks that his claims were not supported by “minimum documentation 

requirements.” (Id. ¶ 54). Hicks allegedly appealed this determination by submitting additional 

supporting documents. (Id. ¶ 55). Although Hicks alleges that Optum “refused to consider” 

these documents (id. ¶ 56), Optum replied to Hicks written appeal and stated that “‘[a]fter 

reviewing the documentation submitted, we find the overpayment refund request remains 

valid.’” (Id. ¶ 57). Hicks then filed a second appeal with Optum, which was denied. (Id. ¶¶ 60-

61.) 

On January 24, 2011, the individual plaintiffs, along with several chiropractic 

associations, sued UnitedHealth and its affiliated entities and subsidiaries alleging violations of 

the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq.

(“ERISA”). On April 22, 2011, Plaintiffs filed their Amended Complaint. Thereafter, on June 

21, 2011, Defendants filed this motion, seeking to compel the two individual plaintiffs into 

arbitration under the Federal Arbitration Act (FAA) pursuant to a mandatory arbitration clause 

included in each of their provider agreements. Plaintiffs have opposed this motion. 

III. Legal Standard 

In deciding a motion to compel arbitration, “[t]he party opposing arbitration is given the 

benefit of all reasonable doubts and inferences that may arise.” Kaneff v. Del. Title Loans, Inc., 

587 F.3d 616, 620 (3d Cir. 2009) (internal quotations omitted). In deciding the motion, the court 

can consider “undisputedly authentic documents” attached to the motion—without transforming 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 3 of 16 PageID: 1685
4

the motion into one for summary judgment—“if the plaintiff’s claims are based on the 

document[s].” Rossman v. Fleet Bank (R.I.) Nat’l Ass’n, 280 F.3d 384, 388 n.4 (3d Cir. 2008). 

However, federal law strongly favors the enforcement of arbitration agreements. Kaneff, 

587 F.3d at 624. The Federal Arbitration Act provides: “[a] written provision in any . . . contract 

evidencing a transaction involving commerce to settle by arbitration a controversy thereafter 

arising out of such contract or transaction . . . shall be valid, irrevocable, and enforceable, save 

upon such grounds as exist at law or in equity for the revocation of any contract.” 9 U.S.C. § 2. 

The Act represents a “national policy favoring arbitration.” Southland Corp. v. Keating, 465 

U.S. 1, 10 (1984). It “leaves no place for exercise of discretion by a district court, but instead 

mandates that district courts shall direct the parties to proceed to arbitration on issues as to which 

an arbitration agreement has been signed.” Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 

218 (1985). Accordingly, “where the contract contains an arbitration clause,” arbitration should 

not be denied “‘unless it may be said with positive assurance that the arbitration clause is not 

susceptible of an interpretation that covers the asserted dispute. Doubts should be resolved in 

favor of coverage.’” AT&T Techs., Inc. v. Commc’ns Workers of Am., 475 U.S. 643, 650 (1986) 

(citation omitted). 

 The strong federal policy favoring arbitration, however, does not automatically lead to 

the submission of a dispute to arbitration upon request. Before compelling a party to arbitrate, a 

court must determine that (1) there is an agreement to arbitrate and (2) the dispute at issue falls 

within the scope of that agreement. Trippe Mfg. Co. v. Niles Audio Corp., 401 F.3d 529, 532 (3d 

Cir. 2005) (citation omitted). 

To determine whether the parties have agreed to arbitrate, the Court applies “ordinary 

state-law principles that govern the formation of contracts.” First Options of Chicago, Inc. v. 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 4 of 16 PageID: 1686
5

Kaplan, 514 U.S. 938, 944 (1995). Once a court has found that there is a valid agreement to 

arbitrate, the determination of whether “a particular dispute is within the class of those disputes 

governed by the arbitration clause . . . is a matter of federal law.” China Minmetals Materials 

Import and Export Co., Ltd. v. Chi Mei Corp., 334 F.3d 274, 290 (3d Cir. 2003) (internal 

citations and quotation marks omitted). In determining whether the particular dispute falls 

within a valid arbitration agreement’s scope, “there is a presumption of arbitrability[:] an order to 

arbitrate the particular grievance should not be denied unless it may be said with positive 

assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted 

dispute.” AT&T Techs., 475 U.S. at 650 (internal quotation marks and citations omitted); see 

Rohm & Haas, 522 F.3d at 331 (citation omitted). Where the arbitration agreement is broad, 

courts will presume that any disputes between the parties to the agreement are arbitrable. See 

AT&T Techs., 475 U.S. at 650. 

IV. Analysis

A. Whether Plaintiffs’ Claims Fall Within the Scope of the Arbitration Clause 

As explained above, before compelling a party to arbitrate pursuant to the FAA, a court 

must determine that (1) there is a valid agreement to arbitrate and (2) the dispute at issue falls 

within the scope of that agreement. See Pritzer v. Merrill Lynch, Pierce, Genner & Smith, 7 F.3d 

1110, 1112 n.1 (3d Cir. 1993) (“We hold only that statutory ERISA claims are subject to 

arbitration under the FAA when the parties have executed a valid arbitration agreement 

encompassing the claims at issue.”). Because Plaintiffs Sprandel and Hicks do not deny that a 

valid agreement to arbitrate exists (See Pl. Opp. Br. at 15), the central question here is whether 

the issues raised by Plaintiffs fall within the scope of the arbitration clause. 

“In determining whether the particular dispute falls within a valid arbitration agreement’s 

scope, ‘there is a presumption of arbitrability[:] an order to arbitrate the particular grievance 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 5 of 16 PageID: 1687
6

should not be denied unless it may be said with positive assurance that the arbitration clause is 

not susceptible of an interpretation that covers the asserted dispute.” Century Indem. Co. v. 

Certain Underwriters at Lloyd’s, London, 584 F.3d 513, 524 (3d Cir. 2009) (citation omitted). 

Consequently, a court must construe all doubts concerning the scope of arbitrable issues in favor 

of arbitration. Great W. Mortgage Corp. v. Peacock, 110 F.3d 222, 228 (3d Cir. 1997). 

However, “while interpretive disputes should be resolved in favor of arbitrability, a compelling 

case for nonarbitrability should not be trumped by a flicker of interpretive doubt.” Gay v. 

CreditInform, 511 F.3d 369, 387 (3d Cir. 2007) (internal quotations omitted). 

Here, the arbitration provision in Sprandel and Hicks’s provider agreements states: 

In the event of any dispute arising out of or relating to this Agreement, Provider 

and ACN Group shall first attempt in good faith to resolve the dispute mutually 

between them . . . . If Provider and ACN Group are unable to resolve a dispute by 

mutual agreement, then matters in controversy may be submitted, upon the 

motion of either party, to arbitration under the Commercial Rules of the American 

Arbitration Association (AAA). 

(See Sprandel Provider Agreement, D.E. 32-3 ¶ 21; Hicks Provider Agreement, D.E. 32-4 ¶ 21). 

This clause appears to be rather broad, calling for arbitration of “any dispute arising out of or 

relating to” the Agreement. See Local 827, Intern. Broth. of Elec. Workers, AFL-CIO v. Verizon 

New Jersey, Inc., 458 F.3d 305, 310 (3d Cir. 2006); Medtronic AVE Inc. v. Cordis Corp., 100 F. 

App’x 865, 868 (3d Cir. 2004) (“When phrases such as ‘arising under’ and ‘arising out of appear 

in arbitration provisions, they are normally given broad construction.”). Accordingly, there is a 

strong presumption that Sprandel and Hicks’s claims are subject to arbitration. See AT&T 

Technologies, Inc., 475 U.S. at 650 (“Such a presumption [for arbitrability] is particularly 

applicable where the clause is as broad as the one employed in this case, which provides for 

arbitration of “any differences arising with respect to the interpretation of this contract or the 

performance of any obligation hereunder. . . . ”) (citation omitted). In such cases, “[i]n the 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 6 of 16 PageID: 1688
7

absence of any express provision excluding a particular grievance from arbitration, . . . only the 

most forceful evidence of a purpose to exclude the claim from arbitration can prevail.” Id.

(citing United Steelworkers of America v. Warrior & Gulf Nav. Co., 363 U.S. 574, 584-85 

(1960)). 

 This District very recently dealt with facts and issues similar to those raised by Plaintiffs. 

In Association of New Jersey Chiropractors (“ANJC”) v. AETNA, No. 09–3761, 2011 WL 

2489954 (D.N.J. June 20, 2011), the individual plaintiffs were licensed chiropractors who, 

pursuant to assignments from their patients, regularly submitted claims for reimbursement 

directly to Aetna, an offerer and administrator of commercial health plans, for services rendered 

to Aetna’s insureds. Id. at *1. Through the use of “Post Payment Audits,” Aetna determined 

that certain benefits paid to plaintiffs were in fact overpaid and Aetna demanded reimbursement 

from the providers for those amounts. Id. at *2. Plaintiffs received numerous communications 

from Aetna seeking to compel payments of these amounts. Id. Further, plaintiffs were subject to 

a pre-payment review process by which every claim submitted to Aetna was reviewed prior to 

payment. Id. Plaintiffs alleged that—under this process—claims submitted by the providers 

were uniformly denied and no means of appeal was provided. Id. Plaintiffs challenged these 

“adverse benefit determinations” and contended that the actions of Aetna violated ERISA. Id. at 

2, 7. For that reason, Plaintiffs filed suit seeking “(1) unpaid benefits and interest; (2) 

declarations that Aetna violated various obligations under federal law; and (3) an order enjoining 

Aetna from seeking to further recover alleged overpayments and directing Aetna to return any 

funds it collected based on its allegedly improper recoupment efforts.” Id.

 In response, defendants moved to compel two plaintiffs, Egozi and Manz, into 

arbitration. Id. at *14. In determining whether the claims raised by Egozi and Manz fell within 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 7 of 16 PageID: 1689
8

the scope of the parties’ arbitration agreements, the court found that both plaintiffs had agreed to 

arbitrate “[a]ny controversy or claim arising out of or relating to [the] Agreement” except for 

“temporary, preliminary, or permanent injunctive relief or any other form of equitable relief.” 

Id. Egozi and Manz argued that their claims were outside the scope of this provision because (1) 

they alleged their claims were equitable in nature and the arbitration agreements expressly 

exclude claims seeking any kind of equitable relief; and (2) their claims did not “aris[e] out of or 

relat[e] to” their respective agreements but were instead brought under ERISA. Id. at *15. 

The court determined that the ultimate relief sought by Egozi and Manz was legal rather 

than equitable, as they sought primarily monetary damages and monies due under their provider 

agreements. Id. at *16. Furthermore, the court found that Egozi’s and Manz’s claims arose out 

of their provider agreements. Id. Specifically, the claims clearly related to services the plaintiffs 

provided in accordance with their provider agreements. Id. In addition, plaintiffs’ challenges to 

Aetna’s actions related directly to provisions within their respective agreements. Id. For 

example, both Egozi and Manz challenged Aetna’s determination of and efforts to recover 

alleged overpayments, relating to a specific section in each agreement, which governs payments 

to providers. Id. Thus, the Court concluded these plaintiffs’ claims arose out of and/or related to 

their respective agreements. Id. Consequently, the court granted defendants’ motion to compel 

arbitration and dismissed the claims of Plaintiffs Egozi and Manz. Id. Notably, the court did so 

despite the fact that Egozi and Manz were standing in the shoes of their patients as assignees. Id.

at *9; (see also ANJC v. AETNA, No. 09–3761, First Amended Complaint, D.E. 20 ¶ 50). 

 Plaintiffs argue that ANJC is not applicable here because in ANJC, the plaintiffs were 

challenging Aetna’s practice of placing providers into pre-placement review after making 

repayment demands, a claim that is not at issue here. (Pl. Opp. Br. at 19). In contrast, Plaintiffs 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 8 of 16 PageID: 1690
9

argue that Sprandel and Hicks are not merely challenging the process United follows for 

processing claims, but are making a direct challenge to United’s effort to recover prior benefit 

payments, which directly arise under ERISA. (Id. at 19-20). Further, Plaintiffs contend, albeit in 

a footnote, that “[t]o the extent the decision in ANJC is considered to be contrary to [Plaintiffs’ 

position], Plaintiffs respectfully suggest that it was wrongfully decided and should not be 

followed.” (Id. at 20 n.15). Plaintiffs do not cite any case law to support this contention. (See 

id.) 

Notwithstanding Plaintiffs’ contention, the Court finds ANJC persuasive. Indeed, the 

argument for arbitration is even stronger here than it was in ANJC for three reasons. 

First, the arbitration clause before this Court is broad and does not contain any 

restrictions as to the type of claim that may be submitted to arbitration. This is in sharp contrast 

to the clause in ANJC, which carved out an exception for claims for injunctive relief. Where the 

arbitration agreement is broad, courts will presume that any disputes between the parties to the 

agreement are arbitrable. See AT&T Techs., 475 U.S. at 650. 

Second, Plaintiffs’ claims arise directly from their provider agreements. Like Egozi and 

Manz in ANJC, Sprandel and Hicks are challenging “adverse benefit determinations” under 

ERISA made by United. (AC ¶¶ 52, 61). Also like Egozi and Manz, Sprandel is challenging 

actions taken by United to recover overpayments in connection with claims for services. (Id. ¶ 

52). Sprandel also takes issue with United’s denial of the three appeals he allegedly submitted to 

OptumHealth. (Id. ¶¶ 49-51). Hicks likewise challenges United’s determination that his claims 

were not supported by “minimum documentation requirements,” (id. ¶ 54), its demand for an 

overpayment refund, and its denial of his second appeal. (Id. ¶ 49-52). These claims are similar 

to those raised by Egozi and Manz in ANJC, which were sent to arbitration despite plaintiffs’ 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 9 of 16 PageID: 1691
10

standing by assignment. More importantly, these claims appear to relate to services Sprandel 

and Hicks provided in accordance with their provider agreements and the accompanying manual. 

(See United Moving Br. at 12-14) (tying each claim brought by Sprandel and Hicks to a different 

section in the provider agreements or manuals); (Sprandel Provider Agreement, D.E. 32-3 ¶ 21; 

Hicks Provider Agreement, D.E. 32-4 ¶ 21). Importantly, Plaintiffs do not challenge the validity 

of the agreements or the accompanying manuals. Thus, because Plaintiffs’ claims arise directly 

from the provider agreements—and therefore there is no reason to look at ERISA—these claims 

should be sent to arbitration. Plaintiffs’ unsupported argument that ANJC “was wrongfully 

decided and should not be followed” is wanting. 

 Finally, the Supreme Court has urged that “where the contract contains an arbitration 

clause,” arbitration should not be denied “‘unless it may be said with positive assurance that the 

arbitration clause is not susceptible of an interpretation that covers the asserted dispute. Doubts 

should be resolved in favor of coverage.’” AT&T Techs., 475 U.S. at 650 (citation omitted). As 

stated above, it appears that Plaintiffs’ claims do arise from the provider agreements. (See

United Moving Br. at 12-14) (tying each claim brought by Sprandel and Hicks to a different 

section in the provider agreements or manuals); (Sprandel Provider Agreement, D.E. 32-3 ¶ 21; 

Hicks Provider Agreement, D.E. 32-4 ¶ 21). 

Accordingly, the Court concludes that Plaintiffs’ claims do fall within the scope of the 

arbitration provision and therefore should be dealt with in arbitration. 

B. Plaintiffs’ Arguments for Allowing ERISA to Govern the Claims 

Plaintiffs advance several arguments contending that ERISA—and not the provider 

agreements—governs their claims, and therefore Sprandel and Hicks cannot be compelled into 

arbitration. Each of these arguments is addressed in turn. 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 10 of 16 PageID: 1692
11

First, Plaintiffs argue—for the most part relying on court decisions not binding on this 

Court4—that their claims do not “touch matters” within the scope of the provider agreements 

because the actions concern an independent wrong which can be addressed without reference to 

the agreements.5 (Pl. Opp. Br. at 15). Specifically, Sprandel and Hicks argue that their claims 

concern the right to payment rather than the amount of payment, and therefore ERISA governs 

this dispute despite their status as INET providers. (Id.) However, only two of the out-of-Circuit 

decisions Plaintiffs cite involved arbitration agreements. One of those cases, Weiner v. 

Citigroup, No. 01-2246 U.S. Dist. LEXIS 2615 (N.D. Tex. Feb. 19, 2002), is a Magistrate’s 

Report & Recommendation from the Northern District of Texas in which the motion to compel 

into arbitration was governed by the Texas General Arbitration Act. Id. at *4-5. Based on a 

cursory search, it is unclear to the Court whether the Report was adopted by the district court in 

the Northern District of Texas. The other case, Blue Cross of California v. Anesthesia Care 

Assocs. Med. Grp., Inc., 187 F.3d 1045 (9th Cir. 1999), is inapposite because Plaintiffs’ are 

doing more than simply enforcing their rights in the abstract, as discussed more fully below. Id.

at 1052 (finding no basis to conclude that “the mere fact of assignment converts the Providers’ 

claims into claims to recover benefits under the terms of an ERISA plan”). Finally, Plaintiffs’ 

reliance on ANJC is misplaced as the court’s holding undermines Plaintiff’s position.6

 

 

4

 To support this contention, Plaintiffs cite to court decisions in the First Circuit, Seventh Circuit, Ninth Circuit, 

Northern District of Texas, Eastern District of California, Southern District of Texas, Eastern District of Kentucky 

and, to their credit, one decision from this District—ANJC—and one from the Third Circuit—Pascack Valley. (Pl. 

Opp. Br. at 17-18).

5

 In their Opposition Brief, Plaintiffs spend much time laying out what they call the “touch matters test.” They 

argue that the proper test under the second prong of the analysis is whether the issues in dispute touch matters within 

the scope of the parties agreement. They explain that in performing this analysis, courts have asked whether the 

dispute could be resolved without reference to the agreement. Plaintiffs do not cite to any binding authority using 

this formulation of the second prong of the analysis except for a footnote in Mitsubishi Motors Corp. v. Soler 

Chrysler-Plymouth, 473 U.S. 614, 625 n.13 (1985). This Court applies the law articulated by the Third Circuit. 6

 Similarly, Plaintiffs’ reliance on Pascack Valley Hosp., Inc. v. Local 464A UFCW Welfare Reimbursement Plan, 

388 F.3d 393, 403-04 (3d Cir. 2004), is inapposite because that case did not involve a dispute over an arbitration 

agreement. 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 11 of 16 PageID: 1693
12

The Court’s reading of the Amended Complaint indicates that Plaintiffs are doing more 

than simply arguing over the “right to payment.”7 Indeed, Plaintiffs seek the following relief: 

awarding of unpaid benefits, injunctive and declaratory relief to prevent United’s continuing 

actions detailed herein that are undisclosed and unauthorized by EOCs and SPDs (AC ¶ 173(b)); 

awarding injunctive, declaratory and other equitable relief to ensure compliance with ERISA and 

its regulations (id. ¶ 173(c)); an order directing United to recalculate and issue unpaid benefits to 

Providers that were unpaid or underpaid as a result of United’s actions, with interest (id. ¶ 

173(f)); an order enjoining United from continuing to pursue its recoupment efforts and directing 

it to pay proper benefits in the form of a return of any sums previously paid by or withheld from 

the Individual Plaintiffs in response to United’s recoupment efforts, plus interest (id. ¶ 173(g)); 

an order enjoining United from continuing to apply the Optum policies that are applied to 

improperly reduce coverage for chiropractic services, and disgorgement of the profits it has 

earned by denying such coverage through its actions taken in violation of ERISA, plus interest 

(id. ¶ 173(h)) (emphasis added). While the providers have a right to payment pursuant to 

assignments from their patients (United subscribers), a reading of the relief described above and 

the claims illustrated throughout the Amended Complaint indicates that Plaintiffs are not only 

challenging alleged benefit denials, but pre-claim procedures and overpayment determinations as 

well—claims that do not concern solely the right to payment but the processes United uses to 

make payment determinations. In addition, they are seeking monetary relief in the form of return 

of improperly recouped monies, withheld payments, and disgorgement. These legal and 

equitable remedies, combined with the claims as described in the Amended Complaint (see,

 

7

 Importantly, Plaintiffs have not defined the term “right to payment.” They have only cited to cases—not binding 

on this Court—which stated in dicta that disputes over the right to payment may implicate ERISA and assignments. 

(See Pl. Opp. Br. at 17-18). 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 12 of 16 PageID: 1694
13

generally, id. ¶¶ 145-173), indicate that Plaintiffs are concerned with much more than their right 

to payment in the abstract. Pascack Valley is inapposite because that case did not involve the 

presence of an arbitration agreement; and Anesthesia Care, on which the Pascack court relied, 

held that claims asserted by health care providers against a health care plan for breach of their 

provider agreements were not completely pre-empted under ERISA even though the medical 

providers had obtained assignments of benefits from beneficiaries of the ERISA-covered health 

care plans. Id. at 1047, 1052. 

Accordingly, the Court finds the foregoing argument unavailing because Plaintiffs are 

doing more than simply enforcing their right to payment, and because the law on which they rely 

is inapposite for factual and jurisdictional reasons.8

 

Second, Plaintiffs contention that ERISA applies to repayment claims because “ERISA 

provides the ‘exclusive remedy’ by which an insurer such as United may seek to recoup 

overpayments” (Pl. Opp. Br. at 5, 20) is misplaced. The cases that Plaintiffs rely on are (a) not 

binding on this Court9 and (b) are factually distinguishable. Specifically, these cases neither 

discuss arbitration agreements nor do they address the assignments of benefits. Accordingly, 

Plaintiffs’ argument is unavailing. 

Third Plaintiffs argue that ERISA “governs any action brought by Plaintiffs to challenge 

[Defendant’s attempted] recoupment.” Plaintiffs rely on three cases, two of which are not 

 

8

 It is important to note that the cases Plaintiffs rely upon are factually dissimilar and jurisdictionally inappropriate 

because there is a strong presumption of arbitrability governing this dispute. Kaneff, 587 F.3d at 624. In other 

words, the Court is reluctant to make inferences from cases which lack essential facts like the existence of an 

arbitration agreement or an assignment. The cases cited and relied upon by Plaintiffs offer no guidance to this Court 

in determining how to interpret the provider agreements in light of ERISA and in the face of a strong presumption of 

arbitrability. 

9

 Plaintiffs cite to decisions in the Eastern District of Louisiana, Fifth Circuit and Seventh Circuit to support this 

argument. 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 13 of 16 PageID: 1695
14

binding in this Circuit.10 The Third Circuit case on which Plaintiffs rely—Levine v. United 

Healthcare Corp., 402 F.3d 156 (3d Cir. 2005)—was a suit between several insureds and the 

administrator of a health plan governed by ERISA and did not involve assignments, provider 

agreements, or arbitration clauses. To that end, Plaintiffs’ argument is misguided. 

Fourth, Plaintiffs argue that the arbitration clause in the agreements is inapplicable here 

because it violates the statutory limitations ERISA places on such arbitration provisions. (Pl. 

Opp. Br at 8). As Plaintiffs correctly point out, the Department of Labor has promulgated 

regulations issued under ERISA which impose “clear and unambiguous requirements for when 

and how it is appropriate to include arbitration as a dispute resolution process relative to benefit 

determinations.” (Id. at 9). Plaintiffs argue that these limitations apply to the arbitration clauses 

in the provider agreements because Plaintiffs are assignees of their patients. (Id. at 12). 

Plaintiffs are incorrect. Again, Plaintiffs rely mostly on cases that are not binding on this 

Court.11 The single case in this District on which Plaintiffs rely—Zahl v. Cigna Corp., No. 09-

1527, 2010 U.S. Dist. LEXIS 32268 (D.N.J. Mar. 31, 2010)—did not involve an arbitration 

agreement, and, therefore, provides no support for Plaintiffs’ argument. Accordingly, this 

argument is unavailing because Plaintiffs rely on law which is inapposite for factual and 

jurisdictional reasons. 

Fifth, Plaintiffs argue that Defendant’s request for arbitration and reliance on the provider 

agreement in this matter is based on a misunderstanding of what Plaintiffs are seeking. In their 

Opposition Brief, Plaintiffs claim to be seeking a “full and fair review” as required under 

ERISA. However, that is not the only form of relief requested by Plaintiffs in the Amended 

 

10 Plaintiffs cite to Fifth Circuit and Second Circuit law to support this argument. 

11 Plaintiffs cite to decisions in the Ninth Circuit, Eastern District of Wisconsin, Western District of North Carolina, 

Northern District of Illinois, Eastern District of Texas, Southern District of Ohio, and the Northern District of 

Georgia. 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 14 of 16 PageID: 1696
15

Complaint. For example, Plaintiffs ask the Court to declare any further review or appeal to be 

futile and to allow the matter to proceed to litigation. (AC ¶166-68 (“United failed to provide a 

‘full and fair review [of the denied claims],’ failed to provide reasonable claims procedures, and 

failed to make necessary disclosures to its Insureds. Appeals of Providers and members of the 

Classes should be deemed exhausted or excused by virtue, inter alia, of United’s numerous 

procedural and substantive violations. The failed appeals of the Individual Plaintiffs show the 

futility of exhausting appeals to United. Exhaustion of internal appeals under ERISA should, 

therefore, be deemed to be futile.”). In addition, as noted earlier in this Opinion, Plaintiffs are 

also seeking injunctive relief, declaratory relief, return of monies, and disgorgement. Plaintiffs 

now, with their attempt at limiting the relief they seek, appear to be amending their Amended 

Complaint via their Opposition Brief. Plaintiffs’ methodology, however, is inappropriate. 

Cohen v. Independence Blue Cross, No. 10-4910, 2011 WL 5040706, at *5 (D.N.J. Oct. 24, 

2011) (“Procedurally, Plaintiffs’ assertions, raised only in their brief, may not be considered by 

the Court on this [motion] since Plaintiffs may not amend their Amended Complaint via a 

motion brief.”) (citing Frederico v. Home Depot, 507 F.3d 188, 201 (3d Cir. 2007)). 

Accordingly, Plaintiffs seek more than a full and fair review under ERISA. Consequently, their 

argument that ERISA controls and prohibits arbitration lacks merit. 

 Finally, Plaintiffs argue that United’s motion must be denied because Optum is not a 

party to the arbitration agreement with Plaintiffs. (Pl. Opp. Br. at 22). Plaintiffs explain that the 

arbitration agreements are with the American Chiropractic Network. (Id.). However, in the 

Amended Complaint, Plaintiffs acknowledge that American Chiropractic Network is the former 

name of Optum. (See AC ¶ 9). Plaintiffs also acknowledge that Julie A. Gansen, an employee of 

UnitedHealth Group and Vice President of OptumHealth Care Solutions, indicates in her 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 15 of 16 PageID: 1697
16

declaration that OptumHealth Care Solutions and Optum Health are the same entity. (See

Gansen Decl., D.E. 32-2 ¶¶ 1 n.1 & 3-4). Plaintiffs accept this explanation in a footnote. (Pl. 

Opp. Br. at 22 n.17). In light of the foregoing, the Court does address this argument any further 

and assumes the names of the Defendants will be correct in future filings. 

In light of the foregoing, the Court finds that the claims brought by Plaintiffs Sprandel 

and Hicks do fall within the scope of the arbitration clause contained in the provider agreements. 

Therefore, under Trippe Mfg. Co. and ANJC, Plaintiffs Sprandel and Hicks must be compelled 

into arbitration. 

IV. CONCLUSION

 For the foregoing reasons, Defendants’ motion to compel is GRANTED. Plaintiffs 

Sprandel and Hicks are hereby compelled to arbitration. Accordingly, their claims are dismissed 

without prejudice. An appropriate Order will accompany this Opinion. 

 

s/Esther Salas x 

Esther Salas, U.S.D.J.

 

Case 2:11-cv-00425-ES -CLW Document 94 Filed 03/30/12 Page 16 of 16 PageID: 1698