Colorado Permanente Medical Group, P.C. v. Evans

Justice MULLARKEY

concurring in part and dissenting in part:

I agree with the majority’s conclusion that Kaiser Foundation Health Plan of Colorado, Inc. (Kaiser) may not reenter the case for certiorari review purposes. I respectfully dissent, however, from the majority opinion holding that the parties are not required to arbitrate their dispute because the “Kaiser Agreement” executed between Kaiser and the decedent Michael Evans must comply with the arbitration conditions of section 13-64-403, 6A C.R.S. (1996 Supp.) of the Health *1234Care Availability Act (HCAA). By its own language, section 13-64-403 applies only to agreements between a patient and a “health care provider.” The legislature did not include Health Maintenance Organizations (HMOs) in the definition of “health care provider,” and there is no indication that the legislature intended the HCAA to apply to HMOs. On the contrary, the legislature enacted a separate statute concerning dispute resolution that is specific to HMOs and that statute should control this ease. See Colorado Health Care Coverage Act (Coverage Act), Part 4, §§ 10-16-401 to -428, 4A C.R.S. (1994). Applying the rigid arbitration provisions of the HCAA to an HMO undermines the expressed intent of the Coverage Act. Moreover, the majority’s holding is contrary to the state of Colorado’s undeniable support of alternative dispute resolution, in general, and arbitration clauses, specifically. Because of my disposition of the arbitration issue, I would not reach the other two issues addressed by the majority.

I.

The majority contends that since Kaiser is not a party to this proceeding, and since there are no surviving claims against Kaiser, it need not consider the issue of whether Kaiser itself is a health care provider. Maj. op. at 1226. By this, the majority appears to conclude that arguments concerning the inapplicability of the HCAA to HMOs are unpersuasive when the Providers, and not the HMO, are seeking the protection of the arbitration agreement. By this logic, any agreement between an enrollee and the HMO is irrelevant so long as the enrollee brings suit against the provider and not the HMO. This conclusion both misinterprets and seriously undervalues the legal relationship between an HMO and its contracting providers.

An HMO has special statutory status. It is not deemed to be practicing medicine and is exempt from the provisions of laws relating to the practice of medicine. § 10-16-421(3), 4A C.R.S. (1994). HMOs can only provide health care services by contracting with or employing health care providers. § 10~16-403(l)(c), 4A C.R.S. (1994). As an HMO, Kaiser contractually assumes the administrative and financial burdens which otherwise would be borne by the Providers. In return, the Providers are responsible for rendering medical services to Kaiser’s members. See Peter R. Kongstvedt, The Managed Health Care Handbook 17-21 (1993). Thus, the roles and responsibilities of an HMO and its health care providers are inextricably bound together and the applicability of the HCAA to the Providers cannot be determined without considering the applicability of the HCAA to an HMO.

At the outset, it must be recognized that the lawsuit now before us challenged the Kaiser Agreement only on the grounds that it did not comport with the technical requirements of the HCAA. There is no claim that the decedent did not understand the clause’s provisions, that he entered into the agreement under duress, or that his survivors are not bound by the decedent’s agreement to arbitrate disputes. Section eight of the Kaiser Agreement is reproduced in the majority opinion and clearly states that “[a]ny claim arising from alleged violation of a duty incident to this Agreement ... shall be submitted to binding arbitration-” Maj. op. at 1222, n. 8. Furthermore, the “Application for Membership Enrollment”, which was signed by the decedent, clearly states that “any claim for money damages asserted by a member’s heirs or personal representatives must be submitted to binding arbitration instead of a court trial.” Id. By all accounts, other than failing to meet the requirements of the HCAA, this was a valid agreement between Kaiser and the decedent to submit claims to binding arbitration.

The public policy of the State of Colorado clearly encourages the resolution of disputes through arbitration. Mountain Plains Constructors, Inc. v. Torrez, 785 P.2d 928, 930 (Colo.1990); Firelock v. District Court, 776 P.2d 1090, 1099 (Colo.1989)(“By expediting the adversary process, arbitration promotes quicker settlement of cases thereby speeding up access to the courts and decreasing the costs to the parties.”) Even Colorado common law consistently recognized the benefits of arbitration. Wales v. State Farm Mut. Auto. Ins. Co., 38 Colo.App. 360, 363, 559 P.2d 255, 257 (1976). In 1975, the Colorado *1235legislature endorsed the use of this form of dispute resolution by enacting the Uniform Arbitration Act. §§ 18-22-201 to -221, 6A C.R.S. (1987). In fact, one of the express purposes of the HCAA was to stem the tide of malpractice claims and to facilitate the use of arbitration as a means of controlling rising health care costs. § 13-64-102, 6A C.R.S. (1996 Supp.). In order to protect these goals, any statute that limits the right to contract for binding arbitration should be strictly construed.

The issue now before the court arises because of an apparent conflict between the Coverage Act and the HCAA. Part 4 of the Coverage Act was initially enacted in 1973 as the Colorado Health Maintenance Organization Act (HMO Act) at section 10-17-101, 4A C.R.S. (1987). The act was repealed and reenacted in 1992 as part of the Health Care Coverage Act. §§ 10-16-401 to -428, 4A C.R.S. (1994). Under the Coverage Act, Colorado HMOs operate subject to the general authority of the Commissioner of Insurance. § 10-16-401, 4A C.R.S. (1994). With respect to dispute resolution, the Coverage Act requires the HMO to adopt, and submit for approval to the Commissioner of Insurance, “reasonable procedures” for resolving enroll-ee complaints concerning health care services. § 10-16—409(l)(a), 4A C.R.S. (1994). The purpose of the complaint system required by section 10-16—409 is to facilitate resolution of complaints “concerning health care services.” § 10-16—409(l)(a), 4A C.R.S. (1994). This provision allows HMOs the flexibility to fairly resolve disputes while still maintaining reasonable costs to their enroll-ees. Furthermore, by requiring that the plan be reviewed and approved by the Insurance Commissioner, the Coverage Act provides a level of protection not offered to patients who are treated by private practitioners or practice groups.

The more general HCAA was enacted in 1988 with the express purpose of protecting “the continued availability of adequate health care services ... by containing the significantly increasing costs of malpractice insur-anee for medical care institutions and licensed medical care professions.” § 13-64-102, 6A C.R.S. (1996 Supp.). Among other things, the legislature intended the act to ensure “that an arbitration agreement be a voluntary agreement between a patient and a health care provider.” § 13-64-403, 6A C.R.S. (1996 Supp.). Under the HCAA, in order for a health care provider and a patient to agree to binding arbitration, the agreement must strictly conform to the provisions of the section. § 13-64-403(2), 6A C.R.S. (1996 Supp.). The majority has sufficiently explained these requirements and I believe it is fair to describe them as detailed, if not rigid.

The conflict between these two statutes is clear. With respect to dispute resolution, which would include arbitration, the Coverage Act requires HMOs to develop “reasonable procedures” which have a “clear and understandable description.” § 10-16-407(l)(d), 4A C.R.S. (1994). The HCAA, on the other hand, requires that an arbitration agreement include four paragraphs of specific language, most of which must be printed in ten-point, bold-faced type. § 13-64-403(4), 6A C.R.S. (1996 Supp.). The majority contends that the requirements of the two acts are not contradictory and that HMOs must comply with both.1 Maj. op. at 1228. In essence, the majority’s holding replaces the “reasonable procedures” and “clear and understandable description” required by the Coverage Act with the restrictive provisions of the HCAA.

The majority’s conclusion that the arbitration provisions of the HCAA apply to HMOs is also contrary to the determination made by the Commissioner of Insurance. In 1992, four years after the HCAA was enacted, the Commissioner of Insurance promulgated a regulation concerning arbitration agreements which is reproduced in the majority opinion. Maj. op. at 1227. This regulation requires the HMO to fully disclose the terms and conditions of the binding arbitration requirement in the contract and in the evidence of coverage. Rule VIII(D)(5), 3 C.C.R. 702-4-*12367-2 (1992).2 The HMO must also advise the enrollee of his or her rights and duties under the agreement at the time of any complaint. Id. The Kaiser Agreement arbitration provision now before this court meets the Commissioner’s requirements. As the administrative official charged with enforcement of the Coverage Act, the Commissioner’s regulatory interpretation is entitled to appropriate deference. Lucero v. Climax Molybdenum Co., 732 P.2d 642 (Colo.1987).

I find the Commissioner’s interpretation persuasive because nothing in the HCAA expressly or by necessary implication addresses HMOs. The plain language of section 13-64r-403(l) limits the application of its requirements to “health care providers.” § 13-64-403(1), 6A C.R.S. (1996 Supp.). The statute defines a “health care provider” as

any person licensed or certified by the state of Colorado to deliver health care and any clinic, health dispensary, or health facility licensed by the state of Colorado. The term includes any professional corporation or other professional entity comprised of such health care providers as permitted by the laws of this state.

§ 13-64-403(12), 6A C.R.S. (1996 Supp.). As an HMO, Kaiser is a legislatively created entity with the power to provide services by contracting with or employing “health care providers.” § 10-16-403(1), 4A C.R.S. (1994). Kaiser is not certified or licensed to deliver health care, nor is Kaiser a health dispensary or facility. Therefore, while an HMO may contract with and employ “health care providers,” the HMO itself is not a “health care provider” under the statute’s own definition.

The majority finds the HCAA applicable to an HMO only by ignoring the fact that Kaiser is not a “health care provider” as defined by that act. Consistent with the holding of the court of appeals, the majority infers from subsection (2) of 13-64-403, which refers to “any agreement for the provision of medical services,” that the statute applies irrespective of the capacities of the parties to the agreement. In my view, this construction reads too much into the HCAA. This passing reference in subsection (2) of 13-64-403 is too slight and insignificant to be the basis for a major policy decision by the legislature requiring HMOs to comply with the HCAA.

In construing a statute, it is fundamental that the whole of the act be read and considered in context, and a consistent, harmonious and sensible effect must be given to all its parts. Martinez v. Continental Enters., 730 P.2d 308, 315 (Colo.1986). In this case, the HCAA clearly states that the legislature’s intent was to protect the voluntariness of an agreement between a “patient and a health care provider.” § 13-64-403(1), 6A C.R.S. (1996 Supp.). Therefore, subsection (2)’s reference to “any agreement” should be construed as referring to any agreement between a patient and a health care provider.

Generally, a specific statutory provision prevails over a general provision “unless the general provision is later in time and the legislature has manifested a clear intent that the general provision should prevail.” Scholz v. Metropolitan Pathologists, P.C., 851 P.2d 901, 908 (Colo.1993). While certainly aware that HMOs use “health care providers” to supply medical services, the legislature failed to mention HMOs in section 13-646403 of the HCAA when it was enacted in 1988. § 13-64-403, 6A C.R.S. (1996 Supp.). It also left unchanged the Coverage Act’s requirements for “reasonable procedures” for dispute resolution when that statute was repealed as the HMO Act and re-enacted as part 4 of the Coverage Act in 1992. § 10-16-401 et seq., 4A C.R.S. (1994). In my opinion, if the legislature had intended this provision of the HCAA to apply to HMOs, it would have specifically included HMOs in the statute. Since the provisions of sections 10-16-407 and 10-16-409 of the Coverage Act are specific to HMOs and HMO contracts, they should control over the more general provisions of section 13-64-403 of the HCAA.

II.

The Providers have argued that the requirements of section 13-64-403 of the *1237HCAA are administratively unworkable when applied to health care delivery by an HMO. According to the Providers, this provision of the HCAA contemplates that individual arbitration agreements are to be signed with a particular provider and specific medical services in mind.3 Therefore, the Providers argue that the HCAA appears to require the enrollee to sign a new arbitration agreement every time he or she has a new illness, sees a new physician or nurse, is referred for a specialist consultation, or visits a different clinic. In response to these concerns, the majority states that “in concept” there is “no reason why a new agreement would be required for each specific medical service.” Majority op. at 1228, n. 20. The majority concludes that “an initial agreement between Kaiser and an enrollee, with one rescission period, would appear to be sufficient for all subsequent medical services.” Id. While this dicta interpreting the HCAA may serve to assuage some fears about the impact of the HCAA on an HMO’s operating budget, the majority’s analysis illustrates that the HCAA cannot be applied to an HMO without an aggressive construction of the act. This fact lends further support to the conclusion that the legislature did not intend the HCAA to cover HMOs.

III.

This case presents a difficult question of statutory interpretation that can be, but has not been, expressly resolved by the legislature. In my view, the legislature’s stated concerns with both protecting the flexibility of HMOs and supporting the use of arbitration to resolve disputes should lead this court to uphold the Kaiser Agreement. The majority’s decision is not consistent with these important concerns and rests on a weak statutory inference as a declaration of legislative policy. I therefore respectfully concur in part and dissent in part.

. As I discuss in part II. infra of my opinion, the Providers make a strong argument that an HMO cannot comply with the HCAA. Regardless of whether such compliance is theoretically possible, there is no indication that the legislature intended the HCAA to apply to an HMO.

. Although this 1992 regulation did not exist when the Evans’ claim arose in 1990, it remains significant for the fact that it does not reference the requirements of § 13-64-403, 6A C.R.S. (1996 Supp.) of the HCAA. If the Commissioner expected HMOs to comply with the HCAA as well as the Coverage Act, such intent would have been stated in the arbitration regulations.

. See § 13-64-403(5), 6A C.R.S. (1996 Supp.)("Once signed, the agreement shall govern all subsequent provision of medical services for which the agreement was signed until or unless rescinded by written notice"); see also § 13-64-403(3), 6A C.R.S. (1996 Supp.)(requiring that written notice of the rescission be given "to the physician”).