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`Case 4:21-cv-00972-P Document 1 Filed 08/17/21 Page 1 of 6 PageID 1Case 4:21-cv-00972-P Document 1 Filed 08/17/21 Page 1 of 6 PageID 1
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`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF TEXAS
`FORT WORTH DIVISION
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`CIVIL ACTION NO. 4:21-cv-972
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`§§§§§
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`§§§§§§
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`§
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`HUMANA INC., HUMANA INSURANCE
`COMPANY, AND HEALTH VALUE
`MANAGEMENT, INC.
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`Plaintiffs,
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`v.
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`ALLCARE PHYSICIANS GROUP,
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`Defendants.
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`PLAINTIFFS’ ORIGINAL COMPLAINT
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`TO THE HONORABLE UNITED STATES DISTRICT JUDGE:
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`Plaintiffs Humana Inc., Humana Insurance Company, and Health Value Management
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`(collectively “Humana”), by and through the undersigned counsel, hereby commence this action
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`against Defendant AllCare Physicians Group (“AllCare”). Plaintiffs further state and allege as
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`follows:
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`NATURE OF ACTION
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`1.
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`This action arises from AllCare’s failure to make payments to Humana pursuant to
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`a settlement agreement entered into between Humana and AllCare. Humana seeks to recover the
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`full amount due and owing under the settlement agreement of $3,590,000 plus interest, and the
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`costs, expenses, and reasonable attorneys’ fees incurred in having to bring this action to enforce
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`AllCare’s obligations under the settlement agreement.
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`JURISDICTION AND VENUE
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`2.
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`The Court has subject-matter jurisdiction pursuant to 28 U.S.C. § 132 because this
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`action is between citizens of different states and the amount in controversy exceeds $75,000,
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`PLAINTIFFS’ ORIGINAL COMPLAINT
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`1
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`Case 4:21-cv-00972-P Document 1 Filed 08/17/21 Page 2 of 6 PageID 2Case 4:21-cv-00972-P Document 1 Filed 08/17/21 Page 2 of 6 PageID 2
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`exclusive of interest and costs.
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`3.
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`Venue is proper in this District under 28 U.S.C. § 1391(b)(1) and (2) because
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`Defendant’s principal place of business is located in this District and Division and because a
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`substantial part of events or omissions giving rise to the claim asserted herein occurred in this
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`District and Division.
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`THE PARTIES
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`4.
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`Plaintiff Humana Inc. is a Delaware Corporation with its principal place of business
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`in Louisville, Kentucky.
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`5.
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`Plaintiff Humana Insurance Company is a Wisconsin corporation with its principal
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`place of business in De Pere, Wisconsin. Humana Insurance Company is a wholly-owned
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`subsidiary of Humana Inc.
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`6.
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`Plaintiff Health Value Management, Inc. is a Delaware corporation with its
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`principal place of business in Louisville, Kentucky. Health Value Management, Inc. is a wholly-
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`owned subsidiary of Humana Inc.
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`7.
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`Defendant AllCare Physicians Group is a Texas organization with its principal
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`place of business in Bedford, Texas.
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`FACTUAL BACKGROUND
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`8.
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`In 2019, a dispute arose between Humana and AllCare in which Humana alleged
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`that certain claims AllCare submitted to Humana for payment during the time period January 1,
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`2017 through September 30, 2019 were improper and resulted in overpayments to AllCare.
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`9.
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`To resolve those claims, in August 2020 Humana and AllCare entered into a
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`Confidential Settlement Agreement and Release (the “Agreement”). A true and correct copy of
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`the Agreement is attached hereto as Exhibit A.
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`PLAINTIFFS’ ORIGINAL COMPLAINT
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`2
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`10.
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`Pursuant to the Agreement, AllCare agreed to pay Humana the total sum of five
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`million seven hundred fifty thousand dollars and zero cents ($5,750,000.00) and agreed to make
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`payments as follows:
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`a. $1,500,000 on or before September 1, 2020;
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`b. $110,000 per month, due on the first day of each month, for the twelve-month
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`period of October 1, 2020 through September 30, 2021;
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`c. $130,000 per month, due on the first day of each month, for the twelve-month
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`period of October 1, 2021 through September 30, 2022;
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`d. $124,167 per month, due on the first day of each month, for the twelve-month
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`period of October 1, 2022 through September 30, 2023.
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`(Agreement ¶ 2.)
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`11.
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`Pursuant to the Agreement, AllCare also agreed that in the event AllCare failed to
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`make a payment pursuant to the schedule identified in Paragraph 2 of the Agreement, Humana will
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`provide notice to AllCare’s counsel of the failed payment and AllCare shall remedy the failed
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`payment within five business days of the notice. (Id., ¶ 5.)
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`12.
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`AllCare further agreed that Humana would be entitled to immediately recover the
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`full amount due and owing under the Agreement in the event AllCare did not remedy a failed
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`payment within the requisite five business days. (Id.)
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`13.
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`Beginning in April 2021, AllCare stopped making payments to Humana under the
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`Agreement.
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`14.
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`Undersigned counsel communicated with AllCare’s counsel, Chris Davis, on
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`March 31, 2021, April 30, 2021, and May 11, 2021 regarding AllCare’s failure to make payments
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`and in accordance with the notice provision in Paragraph 5 of the Agreement.
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`PLAINTIFFS’ ORIGINAL COMPLAINT
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`3
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`15.
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`To date, AllCare has not made the monthly payment for April 2021, May 2021,
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`June 2021, July 2021, and August 2021 as required under the Agreement, and has made no effort
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`to remedy those failed payments.
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`16.
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`Accordingly, AllCare is in breach of the Agreement and Humana is immediately
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`entitled to recover the full amount due and owing under the Agreement of three million five
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`hundred ninety thousand dollars and zero cents ($3,590,000.00).
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`CAUSES OF ACTION
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`Count I – Breach of Contract
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`17.
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`Humana alleges and incorporates by reference each of the preceding paragraphs as
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`if fully set forth herein.
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`18.
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`The Agreement is a binding and enforceable contract entered into by AllCare and
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`Humana.
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`19.
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`AllCare breached the Agreement by failing to make payments to Humana when
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`due, beginning in April 2021 and continuing to this day.
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`20.
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`To date, AllCare has failed to make monthly payments as required by the
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`Agreement on April 1, 2021, May 1, 2021, June 1, 2021, July 1, 2021, and August 1, 2021.
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`21.
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`Humana has performed all of its obligations under the Settlement Agreement,
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`including providing notice to AllCare’s counsel of the missed payments and providing AllCare an
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`opportunity to remedy the missed payments.
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`22.
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`As a direct and proximate result of AllCare’ breach of the Agreement, Humana has
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`suffered damages in the amount of the total sum due and owing under the Agreement of three
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`million five hundred ninety thousand dollars and zero cents ($3,590,000) plus interest and
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`attorneys’ fees incurred in enforcing the Agreement.
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`PLAINTIFFS’ ORIGINAL COMPLAINT
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`4
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`Case 4:21-cv-00972-P Document 1 Filed 08/17/21 Page 5 of 6 PageID 5Case 4:21-cv-00972-P Document 1 Filed 08/17/21 Page 5 of 6 PageID 5
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`Count II – Attorneys’ Fees
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`23.
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`Humana alleges and incorporates by reference each of the preceding paragraphs as
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`if fully set forth herein.
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`24.
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`The Agreement provides:
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`In the event that any action is brought to enforce or interpret the
`provisions of this Settlement Agreement, the prevailing party in
`such action shall be entitled to recovery of its costs and reasonable
`attorneys’ fees incurred in such action.
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`(Agreement ¶ 10.)
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`25.
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`As a result of AllCare’s failure to make payments due under the Agreement,
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`Humana has incurred costs, expenses, and attorneys’ fees to enforce AllCare’s obligations under
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`the Agreement.
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`PRAYER FOR RELIEF
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`WHEREFORE, Humana respectfully requests judgment in its favor granting the following
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`relief:
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`1.
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`2.
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`3.
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`An award of actual damages in the amount of $3,590,000 plus interest;
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`An award of Humana’s reasonable costs, expenses, and attorneys’ fees incurred in
`bringing this action;
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`Any other relief deemed just and proper.
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`Respectfully submitted,
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`By:
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`/s/ Kirstin B. Ives
`Kirstin B. Ives
`Falkenberg Ives LLP
`230 W. Monroe, Suite 2220
`Chicago, Illinois 60606
`312/566-4803
`kbi@falkenbergives.com
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`DATED: August 17, 2021
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`PLAINTIFFS’ ORIGINAL COMPLAINT
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`5
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`and
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`Raj S. Aujla
`State Bar No. 24064846
`raujla@prdg.com
`Lisa P. Alcantar
`State Bar No. 24069284
`lacantar@prdg.com
`PORTER, ROGERS, DAHLMAN & GORDON, P.C.
`Trinity Plaza II
`745 East Mulberry, Suite 450
`San Antonio, Texas 78212
`Telephone:
`(210) 736-3900
`Facsimile:
`(210) 736-1992
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`ATTORNEYS FOR PLAINTIFFS
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`PLAINTIFFS’ ORIGINAL COMPLAINT
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`6
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