Academy of Medicine v. Aetna Health, Inc.

Lanzinger, J.,

dissenting.

{¶ 31} I agree that a state court may determine whether a claim is within an arbitration agreement using a federal standard as long as that standard itself is stated correctly and is consistent with Ohio law. Yet because, in my view, the appellate court mischaracterized the federal standard and, by holding that the antitrust claims were not subject to arbitration, minimized Ohio’s policy favoring arbitration, I respectfully dissent.

{¶ 32} The majority twice cites the four rules of Council of Smaller Enterprises v. Gates, McDonald & Co. (1998), 80 Ohio St.3d 661, 687 N.E.2d 1352, relating to when arbitration may be compelled, but focuses solely on the first point, the parties’ intent to arbitrate. Although indeed the parties cannot be forced to arbitrate unless they have agreed to do so, in Ohio there is a presumption of arbitrability when a contract contains an arbitration clause, especially when the clause is broad in scope. Id. at 666-667, 687 N.E.2d 1352. The clause requiring arbitration or alternative dispute resolution contained within the United Healthcare of Ohio provider agreements is broad, covering as it does any dispute “about [the parties’] business relationship.”

{¶ 33} The case relied on by the appellate court, Fazio v. Lehman Bros., Inc. (C.A.6, 2003), 340 F.3d 386, determined that allegations of securities violations *192were within the scope of an agreement containing an arbitration clause even though the thefts themselves were unrelated to what was expected of a broker. Because the theft claims arose out of activities contemplated by the account agreements, they were subject to arbitration. Id. at 395.

{¶ 34} Fazio’s suggestion that courts ask whether the claim could be maintained without reference to the agreements is a preliminary rather than a defining matter and should be put into context within the entire paragraph:

{¶35} “District courts have the authority to decide, as a threshold matter, whether an issue is within the scope of an arbitration agreement. Stout [v. J.D. Byrider (C.A.6, 2000) ], 228 F.3d [709] at 714. A proper method of analysis here is to ask if an action could be maintained without reference to the contract or relationship at issue. If it could, it is likely outside the scope of the arbitration agreement. Ford v. NYLCare Health Plans of Gulf Coast, Inc., 141 F.3d 243, 250-51 (5th Cir.1998) (applying Texas arbitration law under a choice of law provision). Torts may often fall into this category, but merely casting a complaint in tort does not mean that the arbitration provision does not apply. Fyrnetics (Hong Kong) Ltd. v. Quantum Group, Inc., 293 F.3d 1023, 1030 (7th Cir.2002). Even real torts can be covered by arbitration clauses ‘if the allegations underlying the claims “touch matters” covered by the [agreement]. ’ Genesco, Inc. v. T. Kakiuchi & Co., Ltd., 815 F.2d 840, 846 (2d Cir.1987). We are, however, aware of the Supreme Court’s warning against ‘forcing unwilling parties to arbitrate a matter they reasonably would have thought a judge, not an arbitrator, would decide.’ First Options [of Chicago, Inc. v. Kaplan (1995) ], 514 U.S. [938] at 945 [115 S.Ct. 1920, 131 L.Ed.2d 985].” (Emphasis added.) Fazio, 340 F.3d at 395.

{¶ 36} Thus, Fazio recognized the true federal standard to be whether allegations “touch matters” covered by the agreement. Not only tort claims may be covered by an agreement. Statutory antitrust claims have been compelled to face arbitration. As the United States Supreme Court noted in Mitsubishi Motors Carp. v. Soler Chrysler-Plymouth, Inc. (1985), 473 U.S. 614, 105 S.Ct. 3346, 87 L.Ed.2d 444, “the exclusion of some areas of possible dispute from the scope of an arbitration clause does not serve to restrict the reach of an otherwise broad clause in the areas in which it was intended to operate. Thus, insofar as the allegations underlying the statutory claims touch matters covered by the enumerated articles, the Court of Appeals properly resolved any doubts in favor of arbitrability.” Id. at 625, 105 S.Ct. 3346, 87 L.Ed.2d 444, fn. 13.

{¶ 37} Federal policy strongly favors enforcement of arbitration agreements. See Section 2, Title 9, U.S.Code. In fact, in light of this strong federal policy, the existence of a broad agreement to arbitrate creates a presumption of arbitrability that may be overcome only if “it may be said with positive assurance that the *193arbitration clause is not susceptible of an interpretation that covers the asserted dispute. Doubts should be resolved in favor of coverage.” United Steelworkers of Am. v. Warrior & Gulf Navigation Co. (1960), 363 U.S. 574, 583-584, 80 S.Ct. 1347, 4 L.Ed.2d 1409. See, also, Smith/Enron Cogeneration Ltd. Partnership v. Smith Cogeneration Internatl., Inc. (C.A.2, 1999), 198 F.3d 88, 99; Air Line Pilots Assn. v. Fed. Express Corp. (C.A.D.C.2005), 402 F.3d 1245, 1248; Washington Square Securities, Inc. v. Aune (C.A.4, 2004), 385 F.3d 432, 436; Inland-boatmens Union of the Pacific v. Dutra Group (C.A.9, 2002), 279 F.3d 1075, 1078.

Waite, Schneider, Bayless & Chesley Co., L.P.A., Stanley M. Chesley, Paul M. DeMarco, Terrence L. Goodman, and Jean M. Goeppinger; Strauss & Troy, Richard S. Wayne, Thomas P. Glass, Joseph J. Braun, and Nicole M. Lundrigan; Barrett & Weber, L.P.A., and Michael R. Barrett, for appellees.

{¶ 38} Even if we were to apply the standard mistakenly used by the appellate court, it is difficult to see how antitrust actions may be maintained against the HMO provider “without reference to” the individual provider agreements. Fazio, 340 F.3d at 395. The provider agreements constitute the alleged anticompetitive instruments that give the physicians standing to sue. See Schweizer v. Riverside Methodist Hosps. (1996), 108 Ohio App.3d 539, 543-544, 671 N.E.2d 312. They are at the core of the Valentine Act claims, for they allegedly contain the evidence of anticompetitive conduct and financial harm. They contain the reimbursement rates allegedly implicating unlawful restraint. The antitrust conspiracy claims relate to the provider contracts that contain the broad clauses requiring arbitration of any dispute “about the business relationship” between the physicians and United Healthcare.

{¶ 39} In short, the Council of Smaller Enterprises test, properly applied, calls for arbitration of these claims. The reference test adopted by the court of appeals, asking whether the action could be maintained without reference to the contract, is not consistent with either the federal policy or Ohio’s policy of favoring arbitration. The appropriate federal standard is whether allegations underlying the claims “touch matters” covered by the agreements. Because I believe they do in this case, I respectfully dissent.

{¶ 40} I would hold that in determining whether a claim is within the scope of an arbitration agreement, a state court in Ohio may base that determination on a federal standard that inquires whether the allegations underlying the claims touch matters covered by the agreement. I would further stay any claims of the nonsignatory medical societies pending completion of the arbitration.

Lundberg Stratton, J., concurs in the foregoing dissenting opinion. Thompson Hiñe and Stephen J. Butler; Weil, Gotshal & Manges, L.L.P., Gregory S. Coleman, Debra J. Pearlstein, and Elizabeth M. Avery, for appellant. Tucker Ellis & West, L.L.P., and Irene C. Keyse-Walker, urging reversal for amicus curiae America’s Health Insurance Plans. Issac, Brant, Ledman & Teetor, L.L.P., and Mark Landes, urging reversal for amicus curiae Ohio Manufacturers’ Association. C. Luther Heckman, urging reversal for amicus curiae Ohio Council of Retail Merchants. Rich, Crites & Wesp, L.L.C., and E. Joel Wesp; Cooper & Kirk, P.L.L.C., David H. Thompson, and Charles J. Cooper; National Chamber Litigation Center, Inc., Robin S. Conrad, and Stephanie A. Martz, urging reversal for amici curiae United States Chamber of Commerce and Ohio Chamber of Commerce.