Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 1 of 11
`
`Amy B. Briggs (State Bar No. 194028)
`abriggs@fbm.com
`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`Telephone: 415-954-4400
`Facsimile: 415-954-4480
`Attorney for Plaintiffs
`CALIFORNIA PHYSICIANS’ SERVICE D/B/A
`BLUE SHIELD OF CALIFORNIA and BLUE
`SHIELD OF CALIFORNIA LIFE & HEALTH
`INSURANCE COMPANY
`
`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
`OAKLAND DIVISION
`
`CALIFORNIA PHYSICIANS’ SERVICE
`D/B/A BLUE SHIELD OF CALIFORNIA and
`BLUE SHIELD OF CALIFORNIA LIFE &
`HEALTH INSURANCE COMPANY,
`Plaintiffs,
`vs.
`HOMELAND INSURANCE COMPANY OF
`NEW YORK and DOES 1 through 100,
`inclusive,
`Defendants.
`
`Case No.
`COMPLAINT
`(1) BREACH OF CONTRACT (DUTY TO
`DEFEND)
`(2) BREACH OF IMPLIED COVENANT
`OF GOOD FAITH AND FAIR DEALING
`JURY TRIAL DEMANDED
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`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
`
`1
`COMPLAINT
`
`

`

`Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 2 of 11
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`Plaintiffs California Physicians’ Service d/b/a Blue Shield of California (“BSC”) and Blue
`Shield of California Life & Health Insurance Company (“BS Life”) (together, “Blue Shield” or
`“Plaintiffs”) allege as follows:
`1.
`This lawsuit arises out of Homeland Insurance Company of New York’s
`(“Homeland”) failure to defend Blue Shield against a series of related lawsuits brought by
`hospitals, all of which are part of the Prime Healthcare hospital system and under the common
`ownership of Prime Healthcare Services, Inc. (the “Prime Hospitals”).
`2.
`In 2013, a single law firm representing four different Prime hospitals brought four
`virtually identical lawsuits against BSC alleging that BSC was systematically underpaying for out-
`of-network emergency care provided by those hospitals to BSC members (“the 2013 Actions”).
`3.
`BSC timely reported the lawsuits to Homeland under the errors and omissions
`liability insurance policy Blue Shield had purchased from Homeland (“the Policy”).
`4.
`The trial court approved Blue Shield’s petition for coordination, noting that each of
`the four complaints was “based on identical fact patterns.”
`5.
`In 2017, the same law firm, again representing the same four hospitals, brought a
`single lawsuit on the same legal and factual basis as the 2013 Actions, but now naming BS Life as
`a defendant (“the 2017 Action”). BS Life again timely reported the lawsuit to Homeland, noting
`that it was related to the 2013 Actions.
`6.
`The trial court presiding over the coordinated 2013 Actions agreed that it was
`appropriate to coordinate the 2017 Action into the coordinated 2013 Actions, finding that the
`allegations in the 2017 Action “mirror[ed] the allegations made” in the 2013 Actions. The
`coordinated case was subsequently consolidated by stipulation of the parties and approved by the
`court (together, “the Consolidated Prime Hospital Cases”).
`7.
`Homeland agreed to defend Blue Shield against claims like those made in the
`Consolidated Prime Hospital Cases.
`8.
`Yet, when Plaintiffs tendered the Consolidated Prime Hospital Cases to Homeland
`for a defense after Plaintiffs satisfied their self-insured retention, Homeland denied coverage,
`forcing Plaintiffs to incur millions in defense fees and costs defending themselves.
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`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
`
`2
`COMPLAINT
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`

`

`Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 3 of 11
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`Homeland’s denial rested on its contention that none of the Consolidated Prime
`9.
`Hospital Cases are Related Claims, and thus that Plaintiffs were required to satisfy a $3 million
`self-insured retention for each lawsuit before Homeland had a duty to defend. Homeland also
`asserted that Plaintiffs did not comply with their reporting obligations under the Policy.
`10.
`In fact, however, the Consolidated Prime Hospital Cases easily met the standard for
`“related” claims under the Policy, and thus should have been treated as a single “Claim” for which
`Plaintiffs only needed to satisfy one $3 million retention. Plaintiffs also complied with their
`reporting obligations. Homeland’s denial was thus factually and legally without support,
`unreasonable, and in bad faith, as more fully set forth below.
`THE PARTIES
`BSC is a non-profit mutual benefit corporation with its principal place of business
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`in Oakland, California.
`12.
`BS Life is a wholly-owned subsidiary of BSC with its principal place of business in
`Oakland, California.
`13.
`Blue Shield is informed and believes, and on that basis alleges, that Homeland is an
`insurance company incorporated in New York and with its principal place of business in
`Minnesota, and is in the business of issuing insurance policies nationwide, including in California.
`JURISDICTION AND VENUE
`This court has subject matter jurisdiction pursuant to 28 U.S.C. §1332(a)(1), in that
`14.
`the matter in controversy exceeds the sum of $75,000 exclusive of interest and costs and is
`between citizens of different states.
`15.
`Homeland is subject to personal jurisdiction in this Court because it entered into a
`contract to insure BSC and BS Life in California, and Homeland’s performance under that
`contract is at issue in this case. Fed. R. of Civ. Proc. 4(k)(1)(a); Cal. Code of Civ. Proc. §
`410.10(a).
`Venue is proper in this district pursuant to 28 U.S.C. §§1391(a)(2) because a
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`substantial part of the events or omissions giving rise to the claim occurred within this district.
`BSC and BS Life are not-for-profit corporations with their principal places of business in Oakland,
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`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
`
`3
`COMPLAINT
`
`

`

`Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 4 of 11
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`California, and Homeland issued the insurance policy at issue to Plaintiffs at their prior principal
`place of business in San Francisco, California. Cal. Code of Civ. Proc. § 395.
`INTRADISTRICT ASSIGNMENT
`Intradistrict assignment to the Oakland Division is proper because a substantial part
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`of the events or omissions giving rise to Plaintiffs’ claims occurred in Alameda County. BSC and
`BS Life are corporations with their principal places of business in Oakland, California, and
`Homeland owed their obligations to Plaintiffs there. Thus, Homeland breached its obligations to
`Plaintiffs in Alameda County.
`
`BACKGROUND
`
`A.
`
`The Homeland Policy
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`Homeland issued a Managed Care Errors and Omissions Liability Policy, Policy
`No. MCR-6111-13 to BSC as Named Insured, adding BS Life and other Named Insureds by
`Endorsement No. 1 to the Policy. A copy of the Policy, including Endorsements, is attached as
`Exhibit A. Plaintiffs paid all premiums due under the Policy, and otherwise satisfied all
`conditions precedent.
`The Policy covered Claims made and reported from January 1, 2013 to January 1,
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`2014. (Bolded terms are defined in the Policy).
`In the Policy, Homeland agreed to “pay on your behalf Damages and Claim
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`Expenses in excess of the Retention that you are legally obligated to pay as a result of a Claim
`for: . . . an act, error, or omission, or series of acts, errors, or omissions, committed or allegedly
`committed by you or on your behalf in the performance of a Managed Care Activity.”
`As to the defense of Claims, Homeland agreed that Plaintiffs “have the right and
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`duty to defend a covered Claim until the Retention for the Claim is exhausted. . . .” However,
`“[u]pon exhaustion of the Retention with respect to a covered Claim, [Homeland] assume[s] the
`right and duty to defend the Claim . . . .”
`The Retention for each Claim is $3,000,000.
`22.
`The Policy also provides that “[a]ll Related Claims will constitute a single Claim
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`regardless of: (A) the number, identity, or addition of parties, theories of liability, or requests for
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`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
`
`4
`COMPLAINT
`
`

`

`Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 5 of 11
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`relief; (B) the number or timing of the Related Claims, even if the Related Claims were made in
`more than one policy period; or (C) whether the Related Claims are asserted in a class action or
`otherwise. All Related Claims will be treated as a single Claim made when the earliest of the
`Related Claims was first made against you . . . .”
`The Policy defines “Related Claims” to mean “all Claims based upon or arising
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`out of the same or related acts, errors, omissions, or course of conduct or the same or related series
`of acts, errors, omissions, or course of conduct.”
`25.
`The Policy’s reporting provision requires that, “[i]f, during the Policy Period . . . ,
`any Claim is first made against you, as condition precedent to any right to coverage under this
`Policy, you must give us written notice of the Claim as soon as practicable thereafter . . . .”
`B.
`The Prime Hospital Lawsuits
`26.
`In February and March of 2013, four Prime hospitals brought lawsuits against BSC
`in California state courts where those hospitals were located—Prime Healthcare Services-Shasta,
`LLC vs. California Physicians’ Service, et al., Superior Court, California, Shasta County, Case
`No. 176938 (“Shasta Action”); Prime Healthcare Services-Montclair, LLC vs. California
`Physicians’ Service, Superior Court, California, San Bernardino County, Case No.
`CIVRS1301287 (“Montclair Action”); Alvarado Hospital LLC vs. California Physicians’ Service,
`Superior Court, California, San Diego County, Case No. 37-2013-00034420-CU-MC-CTL
`(“Alvarado Action”); and Veritas Health Services, Inc. d/b/a Chino Valley Medical Center vs.
`California Physicians’ Service, Superior Court, California, San Bernardino County, Case No.
`CIVRS1301970 (“Chino Action”).
`It is clear that the 2013 Actions were “Related Claims” within the meaning of the
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`Policy.
`Each of the 2013 Actions was brought by the same law firm, and each used
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`virtually identical language to describe BSC’s alleged acts, errors and omissions.
`29.
`The allegations were also virtually identical: The Prime Hospitals alleged that BSC
`implicitly requested that each hospital treat BSC enrollees in need of emergency care; that the
`hospital provided emergency medical services to BSC enrollees; that BSC had an obligation to
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`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
`
`5
`COMPLAINT
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`Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 6 of 11
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`reimburse the hospital the “reasonable and customary value of the emergency services provided to
`Enrollees;” and that despite the hospital’s demands, BSC failed to pay it the “reasonable and
`customary value of the emergency services,” and continued to refuse to do so.
`30.
`BSC successfully petitioned for coordination, listing multiple reasons why the
`cases share “common questions of law and fact,” and stating, “Each of the complaints in the
`included actions allege the same two causes of action (common counts and money due for services
`rendered) against Blue Shield based on identical fact patterns — thus giving rise to common
`questions of law.” The Prime Hospitals did not oppose the petition.
`31.
`The trial court granted the petition for coordination.
`32.
`The allegations set forth in each of the 2013 Actions, combined with the parties’
`and the court’s treatment of them, thus indisputably establish that the four cases are “Related
`Claims” within the Policy’s definition (i.e., they are “based upon or arising out of the same or
`related acts, errors, omissions, or course of conduct or the same or related series of acts, errors,
`omissions, or course of conduct”).
`33.
`In 2017, the same four Prime hospitals brought a single lawsuit against BS Life in
`Alameda County Superior Court: Prime Healthcare Services-Montclair, LLC, dba Montclair
`Hospital Medical Center, et al. vs. Blue Shield Life and Health Insurance Co., Superior Court,
`California, Alameda County, Case No. RG17865624.
`34.
`Just as in the 2013 Actions, certain Prime Hospitals contended that they provided
`emergency medical services to Blue Shield enrollees; Blue Shield had a duty to pay at least the
`“usual, customary, and reasonable amount” for such services; and despite the hospitals’ demands,
`Blue Shield has “underpaid for the services provided.”
`35.
`Blue Shield moved for coordination of the 2017 Action with the 2013 Actions,
`contending, “Each complaint in the included actions allege nearly identical facts, causes of action,
`and relief; and involve overlapping (if not identical) claims for reimbursement in dispute, thus
`giving rise to common questions of law that are predominate and significant to the litigation. . . .
`Each complaint seeks the same relief: that the court determine the reasonable value of emergency
`medical services provided by the same hospitals and award that amount to Plaintiffs.”
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`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
`
`6
`COMPLAINT
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`

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`Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 7 of 11
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`The trial court agreed, based on its consideration as to “whether the common
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`question of fact or law is predominating and significant to the litigation,” in addition to other
`factors.
`On November 9, 2018, the trial court ordered: “The allegations in the [2017
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`Action] mirror the allegations made in the [2013 Actions]. In both Plaintiffs are seeking
`reimbursement for emergency medical services. While it is true that the legal basis may differ
`between the [2013 Actions] and [2017 Action] as different statutes apply, the determination of the
`reasonable value of services is paramount and similar. Plaintiffs . . . seek the ‘reasonable and
`customary value’ of the emergency medical services if such amount exceeds the amount they
`would be paid by Medicare and paid for in-network providers. . . . Both cases deal with emergency
`room services for a similar period regarding claims from 2014 forward. The parties concede that
`the same witnesses will likely be called in both cases.”
`38.
`Again, the allegations, as well as the parties’ and court’s statements, establish that
`the 2017 Action is a “Related Claim” to the 2013 Actions.
`39.
`In 2019, the Prime Hospitals stipulated to consolidate all the cases, agreeing that
`“in February and March 2013, Plaintiffs filed identical lawsuits against Blue Shield of California
`alleging two causes of action: (1) quantum meruit and (2) money owed.” The parties also agreed
`in their stipulation that “[t]he purpose of this stipulation is to have one consolidated case dealing
`with the same issue (namely, what is the reasonable value of the claims in dispute, regardless of
`whether such claims are regulated by the DOI or the DMHC).” The Court approved the stipulation
`and consolidated the cases.
`40.
`Subsequently, the parties agreed to dismiss the Consolidated Prime Hospital Cases
`and arbitrate their disputes.
`B.
`Homeland’s Unjustified Refusal to Defend
`41.
`Soon after the 2013 Actions were filed, Blue Shield reported them to Homeland.
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`Homeland acknowledged the notice but deferred taking a coverage position.
`Instead, it requested that Blue Shield notify Homeland if defense fees and costs reached 50% of
`the Retention. This request was not based on any Policy provision.
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`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
`
`7
`COMPLAINT
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`

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`Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 8 of 11
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`By late 2017, Blue Shield’s combined defense expenses on the 2013 Actions were
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`approaching the $3 million retention. On January 18, 2018, Blue Shield informed Homeland that it
`had incurred approximately $2.85 million in total defense fees and costs for the 2013 Actions as of
`November 9, 2017.
`44.
`If Homeland had undertaken even a cursory investigation of the 2013 Actions in
`January 2018 (one that should have been completed in 2013), it would have seen that those cases
`were “Related Claims” under the Policy, that Blue Shield’s Retention was reached in early 2018,
`and that Homeland thus had an obligation to assume Blue Shield’s defense at that time.
`45.
`Homeland nevertheless took no steps to assume the defense of the 2013 Actions or
`the related 2017 Action, nor did it issue the coverage position that it had deferred in 2013.
`46. Meanwhile, Blue Shield continued for years expending millions in excess of the
`Retention to defend the Consolidated Prime Hospital Cases, costs of defense that should have been
`borne by Homeland under the Policy.
`47.
`Not until September 11, 2020, more than seven years after Blue Shield initially
`reported the 2013 Actions, and three-and-a-half years after it reported that the Retention was
`nearly exhausted, did Homeland take a coverage position. Homeland sent four letters, declining
`coverage for the Montclair Action, Chino Action, Shasta Action, and 2017 Action. Homeland did
`not issue a separate letter regarding the Alvarado Action, and has not done so to date.
`48.
`Homeland’s improper denial was based on inaccurate and/or irrelevant contentions
`that Blue Shield had failed to update Homeland as Blue Shield approached the Retention, that
`Blue Shield had failed to report the 2017 Action, and that none of the 2013 Actions or 2017
`Action were “Related Claims,” and thus that Blue Shield had not satisfied the Retention on any of
`the lawsuits except the Montclair Action.
`49.
`Blue Shield explained each of these errors to Homeland in an August 23, 2021
`letter, additionally rebutting other issues on which Homeland had reserved its rights. Homeland
`nevertheless reiterated its denial by letter dated November 9, 2021.
`50.
`At no point did Homeland ever assume the defense of Blue Shield, and the millions
`of defense fees and costs Blue Shield incurred for the Consolidated Prime Hospital Cases in
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`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
`
`8
`COMPLAINT
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`Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 9 of 11
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`excess of the Retention remain unreimbursed.
`FIRST CAUSE OF ACTION
`(BREACH OF CONTRACT)
`Plaintiffs re-allege all previous paragraphs as though fully set forth herein.
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`Plaintiffs have performed all obligations under the Policy.
`52.
`No exclusions apply to preclude coverage.
`53.
`Homeland breached its duty to Plaintiffs by failing to timely investigate the 2013
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`Actions when they were reported in 2013, instead waiting seven years to do so, and then
`conducting an inadequate investigation that led Homeland to deny coverage based on
`misstatements of fact.
`55.
`Homeland further breached its duty to Plaintiffs by refusing to defend Plaintiffs
`when Plaintiffs satisfied the Policy’s Retention defending the Consolidated Prime Hospital Cases
`in early 2018, at which time it was Homeland’s obligation to assume the defense.
`56.
`As a direct and proximate result of Homeland’s breach, Plaintiffs have incurred
`millions in damages to be proven at the time of trial.
`SECOND CAUSE OF ACTION
`(BREACH OF THE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING)
`57.
`Plaintiffs re-allege all previous paragraphs as though fully set forth herein.
`58.
`Implied in the Policy is a covenant that Homeland act, and continue to act, in good
`faith. Homeland’s good faith obligations are further elaborated under California law.
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`Homeland’s failure to investigate this matter and failure to assume the defense of
`Plaintiffs when it became due, followed by entrenched refusals to assume the defense after
`Plaintiffs pointed out obvious factual errors on which that refusal was based, have breached the
`duty of good faith and fair dealing owed to Plaintiffs.
`60.
`Examples of Homeland’s unreasonable conduct include, but are not limited to, each
`of the following:
`(a)
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`Failing to undertake any investigation into the potential for coverage for
`seven years, and even then failing to undertake an adequate investigation;
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`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
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`Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 10 of 11
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`(b)
`(c)
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`(d)
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`(g)
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`(h)
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`Failing to timely issue a coverage position;
`Failing to adequately investigate whether the 2013 and 2017 Actions were
`“Related Claims” under the Policy;
`Failing to timely assume the defense of Blue Shield once Blue Shield had
`satisfied its Retention;
`Deliberately misconstruing its policy language;
`(e)
`(f) Making demonstrably false factual assertions about information Plaintiffs
`had provided;
`Taking unreasonable coverage positions, e.g., contending that none of the
`2013 Actions nor 2017 Action are “Related Claims,” despite the many
`factual overlaps of the lawsuits recognized by the parties and the courts, the
`Policy’s extremely broad definition of “Related Claims,” and case law
`supportive of Plaintiffs’ position;
`Unreasonably refusing to defend Plaintiffs even after the erroneous basis for
`its prior denial was explained; and
`Forcing Plaintiffs to file this lawsuit to obtain the benefits owed.
`(i)
`As a direct and proximate result of Homeland’s breach, Plaintiffs have incurred
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`damages to be proven at the time of trial.
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`In order to obtain the benefits due under the Policy issued by Homeland, including
`the preparation, filing and service of the instant action, Plaintiffs have incurred and will continue
`to incur, attorneys’ fees to secure the benefits owed it under the Policy.
`PRAYER FOR RELIEF
`Wherefore, Plaintiffs pray that judgment be entered against Homeland as follows:
`a.
`For damages in amount to be proven at trial;
`b.
`For all other benefits of the Policy according to proof;
`c.
`For attorneys’ fees and costs incurred in connection with this action and in
`obtaining coverage benefits to which Plaintiffs are entitled;
`d.
`For prejudgment interest;
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`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
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`COMPLAINT
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`Case 3:22-cv-01695-SK Document 1 Filed 03/16/22 Page 11 of 11
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`For costs of suit; and
`e.
`For such other and further relief as the Court may deem just and proper.
`f.
`Jury Trial Demanded.
`
`Dated: March 16, 2022
`
`FARELLA BRAUN + MARTEL LLP
`
`By:
`
`Amy B. Briggs
`Attorneys for Plaintiffs
`CALIFORNIA PHYSICIANS’ SERVICE
`D/B/A BLUE SHIELD OF CALIFORNIA and
`BLUE SHIELD OF CALIFORNIA LIFE &
`HEALTH INSURANCE COMPANY
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`Farella Braun + Martel LLP
`235 Montgomery Street, 17th Floor
`San Francisco, California 94104
`(415) 954-4400
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`COMPLAINT
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