D.C. Healthcare Sys., Inc. v. Dist. of Columbia, Corp.

United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued November 16, 2018 Decided May 28, 2019

No. 17-7141

D.C. HEALTHCARE SYSTEMS, INC.,
APPELLANT

v.

DISTRICT OF COLUMBIA, A MUNICIPAL CORPORATION, ET AL.,
APPELLEES

Appeal from the United States District Court
for the District of Columbia
(No. 1:16-cv-01644)

Jared P. Marx argued the cause for appellant. With him on
the briefs were Mark A. Grannis and Steven A. Fredley.

Sonya L. Lebsack, Assistant Attorney General, Office of
the Attorney General for the District of Columbia, argued the
cause for appellees District of Columbia, et al. With her on the
brief were Karl A. Racine, Attorney General, Loren L. AliKhan,
Solicitor General, and Stacy L. Anderson, Acting Deputy
Solicitor General.

Laura Metcoff Klaus and Anna B. Laakmann were on the
brief for appellees Amerihealth Caritas District of Columbia,
Inc. and Amerihealth Caritas Health Plan.
 -2-

Clifford M. Sloan was on the brief for appellee Mercer,
LLC.

Before: GARLAND, Chief Judge, and GRIFFITH and PILLARD,
Circuit Judges.

Opinion for the Court filed by Chief Judge GARLAND.

GARLAND, Chief Judge: D.C. Chartered Health Plan was a
health insurer that contracted with the District of Columbia to
provide healthcare services for the District’s low-income
residents. In 2012, the D.C. Department of Insurance,
Securities, and Banking found that Chartered was in financial
distress and placed the company into rehabilitation, a statutorily
prescribed receivership process in which the District’s Insurance
Commissioner is given broad authority, as the Rehabilitator, to
take any action “deemed necessary or appropriate to reform and
revitalize the insurer.” D.C. Code § 31-1312(c). The Superior
Court of the District of Columbia oversees the Rehabilitator and
may approve a reorganization plan the Rehabilitator proposes as
long as the plan is “fair and equitable to all parties concerned.”
Id. § 31-1312(e). Here, as part of the rehabilitation proceedings,
the Superior Court approved the Rehabilitator’s proposal to
reorganize Chartered, to sell its assets to another health insurer,
and to settle all of its claims against the District of Columbia
and its current and former officials.

Appellant D.C. Healthcare Systems, Inc., the sole
shareholder of Chartered, actively participated in the
rehabilitation, although it was not a formal party to the
proceedings. After the Superior Court approved the
reorganization plans, Healthcare Systems filed this federal
lawsuit against the District and multiple other defendants,
including the Rehabilitator, alleging that the defendants’
unlawful and unconstitutional actions manufactured Chartered’s
 -3-

financial distress and forced it into the rehabilitation
proceedings.

The district court dismissed Healthcare Systems’ suit for
lack of subject-matter jurisdiction. The ground the court cited
for dismissal was the Rooker-Feldman doctrine, which bars
“state-court losers” from seeking federal “district court review
and rejection” of state-court judgments. Exxon Mobil Corp. v.
Saudi Basic Indus. Corp., 544 U.S. 280, 284 (2005). We reverse
because Rooker-Feldman is inapplicable to this case.

I

The District of Columbia provides healthcare coverage for
eligible low-income adults, uninsured children, and residents
with disabilities through privately owned insurance companies
that serve as managed care organizations.1 Chartered was one
such organization that operated pursuant to a contract
administered by the D.C. Department of Health Care Finance.
Under that contract, from 1987 to 2013, Chartered paid for
healthcare services for more than 100,000 District residents.
Those residents were enrolled in the federal Medicaid program
or the D.C. HealthCare Alliance, a locally funded program that
provides medical coverage for uninsured District residents who
do not qualify for Medicaid. In return, Chartered was
reimbursed at a per-member, per-month rate -- known as a
“capitation rate.” By law, the capitation rate must be set at
“actuarially sound” levels, Am. Compl. ¶ 2, and must cover
“(i) 100% of what Chartered was expected to pay providers plus
(ii) a small percentage more . . . to cover Chartered’s
administrative costs, a premium tax assessment, and a small

1
“Managed care organizations are insurance companies that
allow the government to outsource the management of healthcare for
recipients of public assistance.” Healthcare Sys. Br. at 4.
 -4-

amount for profit,” id. ¶ 34. See 42 C.F.R. §§ 438.4(a), 438.5(b)
(defining “actuarially sound capitation rates” and establishing
rate development standards). According to Healthcare Systems,
the District began substantially underpaying Chartered in 2008.
Am. Compl. ¶ 3.

Following the 2010 enactment of the federal Affordable
Care Act, which changed the eligibility standards for Medicaid,
the District transferred approximately 23,000 residents from the
Alliance program to Medicaid. Id. ¶ 36. Healthcare Systems
alleges that, because Medicaid beneficiaries are entitled to
certain prescription-drug and other benefits not covered by
Alliance, this transfer caused Chartered’s costs to skyrocket. Id.
¶¶ 36-37. Despite Chartered’s repeated requests that the District
increase capitation rates to keep up with the rising cost of care,
the District allegedly refused to adjust the rates. Id. ¶¶ 37-40.

The D.C. Insurers Rehabilitation and Liquidation Act
requires health insurers like Chartered to maintain certain capital
levels. See D.C. Code § 31-3451.01. A “Mandatory Control
Level Event” takes place when a health insurer’s total adjusted
capital is less than the required minimum. See id. § 31-
3451.01(12). When such an event takes place, the Insurance
Commissioner is statutorily required to “take such action as is
necessary to place the health organization under regulatory
control under . . . Chapter 13 of this title.” Id. § 31.3451.06(a).

Under Chapter 13, the Commissioner may petition the D.C.
Superior Court for an order authorizing him or her to rehabilitate
an insurer that “is in such a condition that the further transaction
of business would be hazardous financially to its policyholders,
creditors, or the public.” Id. § 31-1310(1). A rehabilitation
order appoints the Insurance Commissioner as the Rehabilitator
and directs him or her “to take possession of the assets of the
insurer, and to administer them under the general supervision of
 -5-

the court.” Id. § 31-1311(a). “If the rehabilitator determines
that reorganization, consolidation, conversion, reinsurance,
merger, or other transformation of the insurer is appropriate, the
rehabilitator shall prepare a plan to effect the changes.” Id.
§ 31-1312(e). The Superior Court may approve the
Rehabilitator’s proposed plan as long as it is “fair and equitable
to all parties concerned.” Id.

In April 2012, then-Insurance Commissioner William White
informed Chartered’s president that its 2011 financial statement
reflected a level of “risk-based capital” that was “significantly
below” the minimum required under D.C. law. Am. Compl.
¶ 47. White then retained Daniel Watkins as a consultant to
conduct a financial review of Chartered. In October 2012,
White, Watkins, and Department of Health Care Finance
Director Wayne Turnage began working to obtain consent from
Chartered’s board of directors and its sole shareholder --
appellant Healthcare Systems -- to place Chartered into
rehabilitation proceedings. On October 18, Healthcare Systems
gave its written consent.

The next day, Commissioner White filed an emergency
consent petition in the Superior Court, seeking to place
Chartered into rehabilitation. A Superior Court judge issued an
Emergency Consent Order of Rehabilitation, which appointed
White as Rehabilitator. White then appointed Watkins as
Special Deputy Rehabilitator.

In February 2013, Watkins asked the Superior Court to
approve a proposed Plan of Reorganization for Chartered, as
well as a proposed Asset Purchase Agreement, under which
Chartered’s assets would be sold to AmeriHealth, another
managed care organization operating in the District. Watkins
asked the court to approve the proposals on an expedited basis.
 -6-

The court held a hearing on March 1, 2013. Although
Healthcare Systems did not intervene in the proceedings, it
participated as a “party in interest” to oppose approval of the
proposals. See 3/1/13 Hr’g Tr. 15 (J.A. 176). In particular,
Healthcare Systems argued that it was owed about $60 million
from the District for services that Chartered had rendered. Id. at
8 (J.A. 169). It further argued that the District’s refusal to pay
that amount was how “Chartered got into financial troubles” in
the first place. Id. at 9 (J.A. 170). Rejecting the relevance of
these arguments, see infra Part III, the court issued an order
approving the Plan of Reorganization and Asset Purchase
Agreement. See Order, District of Columbia v. D.C. Chartered
Health Plan, Inc., No. 2012 CA 008227 2 (D.C. Super. Ct., filed
Mar. 1, 2013) (J.A. 216-18). In so doing, the court found that
the Agreement and the Plan were “necessary and appropriate,”
as well as “fair and equitable to all parties concerned.” Id. at 2
(J.A. 217); see D.C. Code § 31-1312(e).

In July 2013, Rehabilitator White, Special Deputy
Rehabilitator Watkins, and Department of Health Care Finance
Director Turnage negotiated a Settlement Agreement, under
which Chartered (by then controlled by Rehabilitator White)
would release all claims it had against the District and its current
and former officials, in exchange for $48 million to be used to
make payments that Chartered owed to healthcare providers.
Am. Compl. ¶¶ 86, 91. The Rehabilitator sought the Superior
Court’s approval of the settlement, and the court held a hearing
on the subject on August 21, 2013. Healthcare Systems
participated in the hearing to oppose approval.

At the hearing, the Superior Court indicated that it planned
to approve the Settlement Agreement, explaining that “the
court’s role in the rehabilitation process is to supervise the
Rehabilitator and to review the actions for abuse of discretion
and not to substitute the court’s judgment . . . for that of the
 -7-

Rehabilitator.” 8/21/13 Hr’g Tr. 9 (J.A. 295) (transcription error
corrected). The following day, the court issued an order of
approval. See Order, District of Columbia v. D.C. Chartered
Health Plan, Inc., No. 2012 CA 008227 2 (D.C. Super. Ct., filed
Aug. 22, 2013) (J.A. 316-18). Applying the deferential standard
that it had explained in the hearing, the court concluded: “This
Court, in its supervisory role over the rehabilitation, has not
been presented with any evidence of an abuse of discretion on
the part of the Rehabilitator in negotiating this settlement on
behalf of Chartered with the District of Columbia.” Id. at 1 (J.A.
316).

Healthcare Systems appealed the Superior Court’s approval
of the Plan of Reorganization, Asset Purchase Agreement, and
Settlement Agreement to the District of Columbia Court of
Appeals. On the eve of the scheduled oral argument, however,
Healthcare Systems voluntarily dismissed its appeal.

II

In August 2016, Healthcare Systems filed suit in federal
district court against the District of Columbia, current Insurance
Commissioner Stephen Taylor, former Insurance Commissioner
and Rehabilitator White, Special Deputy Rehabilitator Watkins,
Department of Health Care Finance Director Turnage, and
others.2 Healthcare Systems’ amended complaint alleges that
the defendants violated its federal rights under the Fifth
Amendment’s Just Compensation and Due Process Clauses, and
under the Medicaid statute. It further alleges that various of the
defendants are liable to it under common-law causes of action

2
The others are AmeriHealth (the managed care organization to
which Chartered’s assets were sold) and Mercer LLC (an actuarial
firm that the Department of Health Care Finance hired to conduct
annual reviews of Chartered).
 -8-

for breach of the contract between Chartered and the
Department of Health Care Finance, fraud and fraudulent
concealment, and breach of fiduciary duty. Am. Compl. ¶¶ 112-
92.

The defendants moved to dismiss the complaint pursuant to
Rules 12(b)(1) and (b)(6) of the Federal Rules of Civil
Procedure. They argued, inter alia, that the Rooker-Feldman
doctrine deprives the district court of subject-matter jurisdiction,
that Healthcare Systems lacks Article III standing, that
Healthcare Systems’ claims are barred by principles of claim
and issue preclusion, that certain claims are barred by the statute
of limitations, and that certain defendants are protected by
immunity.

The district court dismissed the case solely on the ground
that the Rooker-Feldman doctrine deprived it of subject-matter
jurisdiction. See D.C. Healthcare Sys., Inc. v. District of
Columbia, 270 F. Supp. 3d 72, 79 (D.D.C. 2017). Quoting the
Supreme Court, the district court noted that the doctrine applies
to “‘cases brought by state-court losers complaining of injuries
caused by state-court judgments rendered before the district
court proceedings commenced and inviting district court review
and rejection of those judgments.’” Id. (quoting Exxon Mobil,
544 U.S. at 284). It found the doctrine applicable in this case
because it viewed Healthcare Systems’ complaint as “seeking,
in essence, to have this Court undo the orders entered by the
Superior Court.” Id. at 80.3

3
Although Healthcare Systems had not intervened as a party in
the Superior Court rehabilitation proceedings, the district court
concluded that the plaintiff was nonetheless a “state-court loser” for
purposes of Rooker-Feldman because “the Superior Court treated
[Healthcare Systems] as a party in all relevant respects.” D.C.
Healthcare Sys., 270 F. Supp. 3d at 80. The parties dispute whether
 -9-

We review de novo the district court’s dismissal of the
appellant’s complaint on Rooker-Feldman grounds. See Croley
v. Joint Comm. on Judicial Admin., 895 F.3d 22, 28 (D.C. Cir.
2018).

III

The Supreme Court has explained that the purpose of the
Rooker-Feldman doctrine is to effectuate 28 U.S.C. § 1257,
which “‘vests authority to review a state court’s judgment solely
in [the Supreme] Court.’” Skinner v. Switzer, 562 U.S. 521, 532
(2011) (quoting Exxon Mobil, 544 U.S. at 292).4 As a
consequence, “District Courts lack[] subject-matter jurisdiction

a plaintiff must have been a formal state-court party for Rooker-
Feldman to apply. We do not address this issue because we conclude
that, even if Healthcare Systems were a party in Superior Court, its
federal lawsuit does not “invit[e] district court review and rejection of
[the Superior Court’s] judgments.” Exxon Mobil, 544 U.S. at 284; cf.
Lance v. Dennis, 546 U.S. 459, 466 n.2 (2006) (declining to “address
whether there are any circumstances, however limited, in which
Rooker-Feldman may be applied against a party not named in an
earlier state proceeding”).
4
Section 1257 states:

(a) Final judgments or decrees rendered by the highest court
of a State in which a decision could be had, may be
reviewed by the Supreme Court by writ of certiorari where
. . . any title, right, privilege, or immunity is specially set up
or claimed under the Constitution or the treaties or statutes
of . . . the United States.

(b) For the purposes of this section, the term “highest court
of a State” includes the District of Columbia Court of
Appeals.
 -10-

over” a federal claim that seeks to review such a judgment. Id.
at 531. The Supreme Court has repeatedly described the
Rooker-Feldman doctrine as a “‘narrow’” one. Id. at 532
(quoting Exxon Mobil, 544 U.S. at 284). Indeed, the Court has
found it applicable only twice: in the two cases that form its
name, Rooker v. Fidelity Trust Co., 263 U.S. 413 (1923), and
D.C. Court of Appeals v. Feldman, 460 U.S. 462 (1983).

While observing that “some federal courts” have construed
the doctrine “‘to extend far beyond the contours of the Rooker
and Feldman cases,’” the Supreme Court has instructed “that
Rooker-Feldman ‘is confined to cases of the kind from which
the doctrine acquired its name: cases brought by state-court
losers . . . inviting district court review and rejection of [the
state court’s] judgments.’” Skinner, 562 U.S. at 532 (alterations
in original) (emphasis added) (quoting Exxon Mobil, 544 U.S.
at 284).5 The Court has further instructed that, if “a federal
plaintiff present[s] [an] independent claim, it is not an
impediment to the exercise of federal jurisdiction that the same
or a related question was earlier aired between the parties in
state court.” Skinner, 562 U.S. at 532 (internal quotation marks
omitted) (emphasis added). We examine the appellant’s claims
with those instructions in mind.

5
The full statement in Exxon Mobil, which Skinner quotes in part,
states that Rooker-Feldman applies to “cases brought by state-court
losers complaining of injuries caused by state-court judgments
rendered before the district court proceedings commenced and inviting
district court review and rejection of those judgments.” Exxon Mobil,
544 U.S. at 284 (emphasis added). Because we conclude that
Healthcare Systems’ case does not “invite district court review and
rejection” of the Superior Court’s judgments, we need not decide
whether it “complain[s] of injuries caused by” those judgments. For
the same reason, we need not decide whether Healthcare Systems falls
within the category of “state-court losers.” See supra note 3.
 -11-

Healthcare Systems’ federal complaint alleges that,
beginning years before the rehabilitation proceedings, the
defendants intentionally underpaid Chartered (its wholly owned
subsidiary) and “actively concealed that fact by repeatedly
certifying the soundness of the [capitation] rates.” Am. Compl.
¶ 41. After allegedly manufacturing Chartered’s financial
distress with this underpay-and-conceal scheme, the defendants
then allegedly sealed the deal by fraudulently inducing
Healthcare Systems to consent to Chartered’s rehabilitation.
The complaint maintains that this scheme constituted an
unconstitutional taking of Healthcare Systems’ property without
just compensation, a violation of its constitutional due process
rights, a violation of its rights under the federal Medicaid statute
(regarding its entitlement to actuarially sound capitation rates),
a breach of the contract between Chartered and the Department
of Health Care Finance (also with respect to actuarially sound
rates), fraudulent concealment (again with respect to actuarially
sound rates), fraud (with respect to inducing the plaintiff’s
consent to rehabilitation), and a breach of fiduciary duty by the
former and current Insurance Commissioners. See id. ¶¶ 112-
92.

Applying the Supreme Court’s instructions, we conclude
that the Rooker-Feldman doctrine does not deprive the district
court of jurisdiction to decide this case. That is because
Healthcare Systems’ federal lawsuit does not “invit[e] district
court review and rejection of [the Superior Court’s] judgments.”
Skinner, 562 U.S. at 532 (internal quotation marks omitted). To
the contrary, it presents claims that are “independent” of and
distinct from those adjudicated by the Superior Court. Id.
(internal quotation marks omitted).

Under the District of Columbia statute that governs the
rehabilitation of insurers, the Insurance Commissioner may
apply to the Superior Court for an order authorizing him to
 -12-

rehabilitate an insurer based on several possible grounds,
including the one that is particularly relevant here: “The insurer
is in such a condition that the further transaction of business
would be hazardous financially to its policyholders, creditors, or
the public.” D.C. Code § 31-1310(1). Thereafter, the
Rehabilitator “may take such action as deemed necessary or
appropriate to reform and revitalize the insurer.” Id. § 31-
1312(c). “If the rehabilitator determines that reorganization . . .
or other transformation of the insurer is appropriate, the
rehabilitator shall prepare a plan to effect the changes.” Id.
§ 31-1312(e). Finally, the court may approve the reorganization
plan if it is, “in the judgment of the court, fair and equitable to
all parties concerned.” Id.

As is apparent from this description, the purpose of
statutory rehabilitation is neither to make an insurer whole from
alleged financial losses nor to correct other violations of law that
the insurer may allege. Rather, it is to “reform and revitalize”
the insurer, D.C. Code § 31-1312(c), so that its business no
longer poses a financial risk to “policyholders, creditors, or the
public,” id. § 31-1310(1). Likewise, the role of the Superior
Court in deciding whether to approve a rehabilitation plan is not
to adjudicate any single party’s constitutional, statutory, or
common-law claims. Rather, the court’s responsibility -- in the
midst of a financial meltdown of an insurer -- is to determine
whether the Rehabilitator’s proposals are “fair and equitable to
all parties concerned,” id. § 31-1312(e), including
“policyholders, creditors, [and] the public,” id. § 31-1310(1).

The Superior Court judge who supervised Chartered’s
reorganization was well aware of his court’s statutorily
designated role and did not exceed it. At the hearing on the Plan
of Reorganization and Asset Purchase Agreement, Healthcare
Systems argued that the District of Columbia owed it $60
million for past underpayment of services that Chartered had
 -13-

provided, and that the District’s refusal to pay that amount was
how “Chartered got into financial troubles” in the first place.
3/1/13 Hr’g Tr. 9 (J.A. 170). In response, the Superior Court
made clear that the rehabilitation proceedings were not the
proper forum to resolve that grievance:

We’re talking about an operation, a health care
organization, which isn’t going to operate wh[ile] we
wait for the 60 million that you say is owed to you, and
so why wouldn’t that be a lawsuit that you could . . .
file and claim damages if the District has done what
you have said?

Id. at 9-10 (J.A. 170-71). In fact, the Superior Court did not
adjudicate any of the federal or common-law claims alleged in
Healthcare Systems’ district court complaint.6 Instead, the court
approved the Plan and Agreement because it found they were
“necessary and appropriate and [we]re fair and equitable to all
parties concerned.” Order at 2, District of Columbia v. D.C.

6
The Superior Court did reject one “allegation of due process
violations” by Healthcare Systems. 3/1/13 Hr’g Tr. 35-36 (J.A. 196-
97). That allegation was focused on the speed of the rehabilitation
process and of the Superior Court’s review. See id. at 13-15, 20-21,
35-36 (J.A. 174-76, 181-82, 196-97). It is not the same as the
procedural due process claim raised in Healthcare Systems’ federal
complaint, which alleges a long string of administrative abuses that
ultimately deprived appellant of its “property without due process of
law.” Am. Compl. ¶¶ 132-35 (alleging, inter alia, flaws in the
“process for determining how much the District owed Chartered,” the
repeated imposition of administrative sanctions against Chartered
“without making any attempt to safeguard the impartiality of the
administrative decision-makers,” and that “there was no way to
compel the Defendants to correct their error” in setting unsound rates
“before the catastrophic follow-on consequences showed up in
Chartered’s financial statements”).
 -14-

Chartered Health Plan, Inc. (Mar. 1, 2013) (J.A. 217). It further
concluded that “the Agreement . . . would prevent serious
disruption for Chartered’s enrollees, address the interests of
Chartered’s employees and provide funds that will help
Chartered satisfy its liabilities.” Id.

The Superior Court took the same approach when approving
the Settlement Agreement, under which Chartered (then
controlled by Rehabilitator White) released all claims that it had
against the District of Columbia and its current and former
officials, in exchange for $48 million to be used to pay
healthcare providers. In once again rejecting the import of
Healthcare Systems’ contention that Chartered was entitled to
substantially more than the District was paying, the court
explained its limited role:

There can be criticism of any settlement and the
evaluation of every claim can always lead one to say
that you could have gotten more, but in every case . . .
there’s compromise and it has to be weighed and I find
that the Rehabilitator has done that in this case.

8/21/13 Hr’g Tr. 10 (J.A. 296). This finding did not constitute
an adjudication of the individual legal and factual claims later
included in Healthcare Systems’ federal complaint.

Moreover, it is not only true that Healthcare Systems’
federal complaint presents the district court with claims different
from those the Superior Court adjudicated in the rehabilitation
proceedings. It is also true that the standards of review in the
two cases are substantially different. In adjudicating the claims
in Healthcare Systems’ federal case, the district court will decide
questions of law de novo, and the jury or court will decide
questions of fact by a preponderance of the evidence without
deference to the Rehabilitator’s determinations.
 -15-

By contrast, in reviewing the Plan of Reorganization, Asset
Purchase Agreement, and Settlement Agreement, the Superior
Court was substantially more constrained. As the Superior
Court judge told Healthcare Systems’ counsel, “the court’s role
in the rehabilitation process is to supervise the Rehabilitator and
to review the actions for abuse of discretion and not to substitute
the court’s judgment . . . for that of the Rehabilitator.” 8/1/13
Hr’g Tr. 9 (J.A. 295) (transcription error corrected). Indeed, as
another Superior Court judge observed in a related case,
rehabilitation proceedings are “designed as special, in rem
proceedings that do not require findings of fact or conclusions
of law” at all. Order at 9, D.C. Chartered Health Plan, Inc. v.
Jeffrey Thompson, et al., No. 2013 CA 003752 B (D.C. Super.
Ct., filed June 6, 2018). In such proceedings, “the court’s role
. . . is limited by statute. Courts defer to the business judgment
of the rehabilitator and may disapprove only those actions of the
rehabilitator which are arbitrary, capricious, or an abuse of
discretion.” Id. (citation omitted). And at the end of the day,
that was the only judgment the Superior Court reached in
approving the Settlement Agreement:

This Court, in its supervisory role over the
rehabilitation, has not been presented with any
evidence of an abuse of discretion on the part of the
Rehabilitator in negotiating this settlement on behalf of
Chartered with the District of Columbia.

Order at 1, District of Columbia v. D.C. Chartered Health Plan,
Inc. (Aug. 22, 2013) (J.A. 316).

In short, the federal case brought by Healthcare Systems
does not “invit[e] district court review and rejection of [the
Superior Court’s] judgments.” Skinner, 562 U.S. at 532
(internal quotation marks omitted). Instead, it “present[s] [an]
independent claim.” Id. (internal quotation marks omitted).
 -16-

Accordingly, the Rooker-Feldman doctrine does not bar
Healthcare Systems’ federal complaint, and the district court has
subject-matter jurisdiction to adjudicate it. See id.

Finally, the defendants maintain that, even if Healthcare
Systems did not raise its constitutional and other claims in the
Superior Court proceedings, it “had every opportunity to
litigate” them there. D.C. Appellees Br. at 30. In light of the
limited nature of the rehabilitation proceedings, we doubt that
Healthcare Systems could have fully litigated all of the claims
contained in its federal complaint in those proceedings. But
even if it could have, this argument mistakes the doctrine of
preclusion for that of Rooker-Feldman. As the Supreme Court
explained in making short work of a similar argument in
Skinner:

Switzer asserts that Skinner could have raised his
federal claim in the [state] proceeding. Even if that
were so, Rooker–Feldman is not simply preclusion by
another name, and questions of preclusion unresolved
below are best left for full airing and decision on
remand.

562 U.S. at 533 n.11 (citations and internal quotation marks
omitted).

Because the district court did not address the defendants’
preclusion argument, neither do we. See id. On remand, the
district court remains free to consider that argument, as well as
the other grounds the defendants have advanced for dismissal.
 -17-

IV

For the foregoing reasons, the judgment of the district court
is reversed, and the case is remanded for further proceedings
consistent with this opinion.

So ordered.