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`PRECEDENTIAL
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`UNITED STATES COURT OF APPEALS
`FOR THE THIRD CIRCUIT
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`Nos. 23-1378, 23-2019 & 23-2053
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`GOVERNMENT EMPLOYEES INSURANCE CO.; GEICO
`INDEMNITY CO.; GEICO GENERAL INSURANCE
`COMPANY; GEICO CASUALTY CO.
`
`v.
`
`MOUNT PROSPECT CHIROPRACTIC CENTER, P.A.,
`d/b/a Mount Prospect Health Center; TERRY
`MCSWEENEY, D.C.; HASSAN MEDICAL PAIN RELIEF
`AND WELLNESS CENTER LLC, d/b/a Hassan Spine and
`Sports Medicine; SHADY HASSAN, M.D.
`
`HASSAN MEDICAL PAIN RELIEF AND WELLNESS
`CENTER LLC, d/b/a Hassan Spine and Sports Medicine;
`SHADY HASSAN, M.D.,
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` Appellants in No. 23-1378
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`GOVERNMENT EMPLOYEES INSURANCE CO; GEICO
`INDEMNITY CO; GEICO GENERAL INSURANCE CO;
`GEICO CASUALTY CO
`
`v.
`CARING PAIN MANAGEMENT PC, AKA Caring Pain
`Management; JINGHUI XIE, MD; FIRST CARE
`CHIROPRACTIC CENTER LLC; KONSTANTINE
`FOTIOU, D.C.
`
`
`CARING PAIN MANAGEMENT PC, AKA Caring Pain
`Management; JINGHUI XIE, MD,
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`Appellants in No. 23-2019
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`GOVERNMENT EMPLOYEES INSURANCE CO; GEICO
`INDEMNITY CO; GEICO GENERAL INSURANCE CO;
`GEICO CASUALTY CO
`
`v.
`
`WAEL ELKHOLY, MD; PRECISION PAIN & SPINE
`INSTITUTE LLC; PRECISION SPINE & SPORTS
`MEDICINE OF NEW JERSEY LLC; PRECISION
`ANESTHESIA ASSOCIATES PC; ASHRAF SAKR, MD;
`FOUAD KARAM, D.C.; LUIS RAMIREZ-PACHECO, MD;
`LYDIA SHAJENKO, MD; STUART ATKIN, MD;
`MEHRDAD LANGROUDI, MD; CHANG LEE, MD;
`KHALED MORSI, MD; MONICA JOHNSON, N.P.,
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`Appellants in No. 23-2053
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`2
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`Appeal from the United States District Court
`for the District of New Jersey
`(D.C. Civil Action Nos. 2-22-cv-00737, 2-22-cv-05017, and
`3-21-cv-16255)
`District Judges: Honorable John M. Vazquez, Honorable
`Brian R. Martinotti, and Honorable Michael A. Shipp
`
`
`
`
`
`
`
`Argued on January 18, 2024
`
`Before: JORDAN, BIBAS, and AMBRO, Circuit Judges
`
`(Opinion filed: April 26, 2024)
`
`
`Brian Block
`Andrew Gimigliano (Argued)
`Mandelbaum Barrett
`3 Becker Farm Road
`Suite 105
`Roseland, NJ 07068
`
`
`Counsel for Appellants in Case Nos. 23-1378,
`23-2019 & 23-2053
`
`
`
`
`Mohamed Nabulsi
`Mandelbaum Barrett
`3 Becker Farm Road
`Suite 105
`Roseland, NJ 07068
`
`
`Counsel for Appellants in Case Nos. 23-2019 &
`23-1378
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`3
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`Damian P. Conforti
`Mandelbaum Barrett
`3 Becker Farm Road
`Suite 105
`Roseland, NJ 07068
`
`
`Counsel for Appellants in Case No. 23-1378
`
`
`Max S. Gershenoff (Argued)
`Rivkin Radler
`926 RXR Plaza
`West Tower
`Uniondale, NY 11556
`
`Gene Y. Kang
`Rivkin Radler
`25 Main Street, Court Plaza North
`Suite 501
`Hackensack, NJ 07601
`
`
`
`
`Yonatan Bernstein
`Rivkin Radler
`926 RXR Plaza
`West Tower
`Uniondale, NY 11556
`
`
`
`
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`Counsel for Appellees in Case Nos. 23-1378,
`23-2019 & 23-2053
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`Counsel for Appellees in Case No. 23-1378
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`4
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`OPINION OF THE COURT
`
`
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`
`
`AMBRO, Circuit Judge
`
`These consolidated appeals ask if claims under New
`
`Jersey’s Insurance Fraud Prevention Act (“IFPA”), N.J. Stat.
`Ann. §§ 17:33A-1 to 30, are arbitrable. They are, so we reverse
`and compel arbitration.
`
`
`Background
`
`Before us are three strikingly similar cases. Plaintiff-
`
`appellee Government Employees Insurance Company and
`certain affiliates (collectively, “GEICO”) sued defendants-
`appellants (collectively, the “Practices”1) in separate actions in
`the District of New Jersey, alleging they defrauded GEICO of
`more than $10 million by abusing the personal injury
`protection (“PIP”) benefits offered by its auto policies. It
`alleges the Practices filed exaggerated claims for medical
`services (sometimes for treatments that were never provided),
`billed medically unnecessary care, and engaged in illegal
`kickback schemes. GEICO’s suits against the Practices each
`included a claim under the IFPA, which gives insurers a fraud-
`
`
`1 For simplicity, we refer to each case by a medical practice
`defendant – Precision Pain and Spine Institute, L.L.C.
`(“Precision Spine”), Hassan Medical Pain Relief and Wellness
`Center, LLC
`(“Hassan Medical”), and Caring Pain
`Management P.C. (“Caring Pain”).
`
`
`
`5
`
`
`
`
`
`like action with fewer elements than common-law fraud.
`Allstate N.J. Ins. Co. v. Lajara, 117 A.3d 1221, 1231-32 (N.J.
`2015). The Practices sought arbitration of GEICO’s IFPA
`claim, arguing both that a valid arbitration agreement covered
`the claim and that a different New Jersey insurance law
`allowed them to compel arbitration. But each District Court
`disagreed, ruling instead that IFPA claims cannot be arbitrated.
`The Practices appeal to us.
`
`
`Jurisdiction and Standard of Review
`
`The Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et
`
`seq., provides us jurisdiction over interlocutory appeals of
`orders declining to compel arbitration. FAA § 16(a)(1)(B); In
`re Rotavirus Vaccines Antitrust Litig., 30 F.4th 148, 153 (3d
`Cir. 2022).
`
`We review de novo rulings on motions to compel
`
`arbitration. Flinktote Co. v. Aviva PLC, 769 F.3d 215, 219 (3d
`Cir. 2014). Our role is to apply the test district courts are to
`use in deciding those motions. Singh v. Uber Techs., Inc., 939
`F.3d 210, 217 (3d Cir. 2019).
`
`When federal courts answer questions of state law, they
`
`rule as they predict the state supreme court would. New Castle
`Cnty. v. Nat’l Union Fire Ins. Co. of Pittsburgh, 174 F.3d 338,
`342 (3d Cir. 1999). If that court has not issued a determinative
`decision, we may consider decisions from state appellate
`courts, though we are not bound by them if they are not well
`reasoned or otherwise unpersuasive. In re Makowka, 754 F.3d
`143, 148-52 (3d Cir. 2014) (disagreeing with precedential state
`appellate decision because we are “not, in fact, bound by [such]
`a decision[,]” and “the decision’s sparse reasoning and internal
`
`
`
`6
`
`
`
`
`
`inconsistency” would not persuade the state supreme court);
`Roma v. United States, 344 F.3d 352, 359-62 (3d Cir. 2003)
`(disregarding state intermediate appellate decision because it
`“is inconsistent with the plain language of [the statute] . . . and,
`therefore, cannot be used as an accurate predictor of how the
`Supreme Court of New Jersey would [rule]”). If the state
`supreme court would not defer to those opinions, then – given
`that our goal is predicting that court’s decision – neither will
`we.2
`
`
`A. IFPA Claims Can Be Arbitrated.
`
`GEICO’s primary argument to us is that the IFPA
`
`implicitly prohibits arbitration.
` This might defeat the
`
`
`2 This is not to say that we disregard intermediate state
`appellate decisions merely because we disagree with them. We
`are not writing on an empty slate, and state appellate courts are
`more expert at deciding state law questions than we are. We
`owe that expertise significant respect when state courts use it.
`Budget Rent-A-Car Sys., Inc. v. Chappell, 407 F.3d 166, 174
`(3d Cir. 2005) (we afford the “considered judgment[s]” of
`“intermediate appellate state court[s]” meaningful deference.
`(quoting West v. Am. Tel. & Tel. Co., 311 U.S. 233, 237
`(1940))). But the deference we should give has limits, and if
`we believe an opinion is unsupported, we should not
`reflexively follow it. Circuit courts are competent to interpret
`state law, too. Cf. United States v. Defreitas, 29 F.4th 135, 141
`(3d Cir. 2022) (“[I]t is inappropriate to certify any state-law
`question solely because its outcome may control a case; federal
`courts are often required to make faithful predictions of how a
`state supreme court will rule.”)
`
`
`
`7
`
`
`
`
`
`Practices’ effort to compel arbitration under a different New
`Jersey law and could do the same for the Practices’ FAA-based
`request. While the FAA typically preempts state laws that
`prohibit arbitration, another federal statute, the McCarran-
`Ferguson Act, 15 U.S.C. §§ 1011-1015, complicates the
`analysis here. That act reverse-preempts federal laws that
`“invalidate, impair, or supersede” state insurance laws.
`Id. § 1012(b); Humana Inc. v. Forsyth, 525 U.S. 299, 306-07
`(1999). If compelling arbitration would “invalidate, impair or
`supersede” the IFPA, then we must disregard the FAA’s
`contrary command.
`
`
`GEICO bears the burden of persuading us that the IFPA
`prohibits arbitration. Gilmer v. Interstate/Johnson Lane Corp.,
`500 U.S. 20, 26 (1991). In New Jersey, a statute bars
`arbitration “only if [its text] or its legislative history evidences
`an
`intention
`to preclude alternate
`forms of dispute
`resolution[.]” Curtis v. Cellco P’ship, 992 A.2d 795, 800 (N.J.
`App. Div. 2010) (internal quotation marks omitted).
`
`GEICO’s first argument is a massive string cite. It
`
`claims that every known decision has held IFPA claims
`inarbitrable; the Practices cite no case holding otherwise. But
`on closer inspection, GEICO’s string cite lacks force.
`
`The only appellate decision GEICO cites is Nationwide
`
`Mutual Fire Insurance Co. v. Fiouris, 928 A.2d 154 (N.J. App.
`Div. 2007), certif. denied, 934 A.2d 640 (N.J. 2007). GEICO
`relies on its statement that “the Legislature did not contemplate
`that a claim of a violation of the [IFPA] would be heard by an
`arbitrator,” id. at 157, for the proposition that “IFPA claims are
`inarbitrable as a matter of law.” Caring Pain GEICO Br. 15-
`16. But we do not think Fiouris stands for that proposition.
`
`
`
`8
`
`
`
`
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`First, the authority Fiouris cites to support this
`
`statement does not suggest that the IFPA prohibits arbitration.
`It relies on IFPA § 7(a), a permissive jurisdiction provision
`saying insurers “may sue” for IFPA violations “in any court of
`competent jurisdiction.” But those provisions do not prohibit
`arbitration. Gay v. CreditInform, 511 F.3d 369, 383 (3d Cir.
`2007). And Fiouris cites only one case to support GEICO’s
`key sentence. 928 A.2d at 157 (citing Liberty Mut. Ins. Co. v.
`Land, 892 A.2d 1240, 1246-47 (N.J. 2006)). The cited section
`of Land merely summarizes the IFPA – it doesn’t discuss
`arbitration. 892 A.2d at 1246-47. That is not surprising,
`because Land dealt with the standard of proof for IFPA claims,
`not their arbitrability. Id. at 1241. So we do not see Fiouris’s
`statement as the arbitration bar GEICO says it is.
`
`Second, the sentence GEICO leans on in Fiouris is
`
`dicta. That Court made clear that it was only answering one
`question: whether a different New Jersey law compelled
`arbitration of IFPA claims arising from fraud in the
`procurement of an insurance policy. Fiouris, 928 A.2d at 155.
`It was not seeking (and did not have) to answer whether IFPA
`claims were generally arbitrable.
`
`So we doubt that the Supreme Court of New Jersey
`
`would accord Fiouris much weight on this issue. Following
`that predicted lead, we do not either. GEICO’s other cases, all
`from trial courts, offer minimal analysis and so we give them
`little-to-no weight, as we expect New Jersey’s highest court
`would. Makowka, 754 F.3d at 148; Roma, 344 F.3d at 360-62.
`In sum, GEICO’s string cite leaves us unmoved.
`
`Switching tacks, GEICO claims that the IFPA’s anti-
`
`fraud mission bars arbitration. But it does not explain why
`
`
`
`9
`
`
`
`
`
`arbitrating IFPA claims frustrates that goal. And the United
`States Supreme Court has made clear that claims arising from
`laws empowering private attorneys general can be arbitrated.
`Shearson/Am. Express, Inc. v. McMahon, 482 U.S. 220, 239-
`42 (1987) (holding RICO claims arbitrable and citing
`Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473
`U.S. 614, 636-37 (1985) (holding antitrust claims arbitrable
`because, even if they are arbitrated, antitrust law “will continue
`to serve both its remedial and deterrent function”)).
`
`Finally, GEICO suggests that a laundry list of factors
`
`shows that the IFPA implicitly prohibits arbitration. None
`persuades us. It notes that IFPA plaintiffs have a jury trial
`right. Lajara, 117 A.3d at 1234. But GEICO does not explain
`why it cannot waive that right by agreeing to arbitrate. Next,
`it suggests that the IFPA’s frequent use of phrases that suggest
`trial (like “the court” and “the action”) implicitly prohibit
`arbitration. A statute’s use of those terms does no such thing.
`CompuCredit Corp. v. Greenwood, 565 U.S. 95, 100-01
`(2012). GEICO also notes that the IFPA requires a plaintiff to
`notify the New Jersey insurance commissioner when it files
`litigation documents with “the court.” IFPA § 7(c). Yet we
`know of no reason why it could not share those documents if
`they were filed in an arbitration. Further, it observes that the
`IFPA allows for treble damages and suggests that an arbitrator
`could not grant that remedy. IFPA § 7(b). To the contrary,
`American Arbitration Association rules give the arbitrator
`broad discretion to “grant any remedy or relief[.]” Am. Arb.
`Ass’n, Commercial Arbitration Rules and Mediation
`Procedures 28 (2013) (Rule 47), https://perma.cc/4Y74-
`WZM8. And a New Jersey intermediate appellate court, in a
`decision compelling arbitration of a statutory claim with treble
`damages, noted that they “can be vindicated in the arbitration
`
`
`
`10
`
`
`
`
`
`forum[.]” Gras v. Assocs. First Cap. Corp., 786 A.2d 886, 892
`(N.J. App. Div. 2001), certif. denied, 794 A.2d 184 (N.J. 2002).
`Last, GEICO points out that New Jersey itself can join private
`IFPA actions to collect penalties, IFPA § 7(d), and suggests
`this would be impossible in arbitration. But it does not explain
`why New Jersey couldn’t join an arbitration, and the IFPA
`allows the State to file independent actions. IFPA § 5.
`
`
`In addition, New Jersey has a strong policy in favor of
`arbitration, Arafa v. Health Express Corp., 233 A.3d 495, 506
`(N.J. 2020), especially for PIP claims. Gambino v. Royal
`Globe Ins. Cos., 429 A.2d 1039, 1043 (N.J. 1981)
`(“[A]pproaches which minimize resort to the judicial process
`[for PIP claims] . . . are strongly to be favored.”). We therefore
`predict that the New Jersey Supreme Court would allow
`arbitration of IFPA claims.
`
`Having concluded that IFPA claims are arbitrable, we
`next consider whether the IFPA claims before us should be
`compelled to arbitration.
`
`B. New Jersey Insurance Law Compels Arbitration.
`
`Each Practice sought arbitration of GEICO’s IFPA
`
`claim through N.J. Stat. Ann. § 39:6A-5.1(a) (the “Provision”).
`It allows “any party” to compel arbitration of “[a]ny dispute
`regarding the recovery of medical expense benefits or other
`benefits provided under [PIP] coverage . . . arising out of the
`operation, ownership, maintenance or use of an automobile”.
`Id. As these suits are GEICO’s effort to recover medical
`expense claims paid through auto insurance PIP benefits, they
`fall under the Provision’s plain text.
`
`
`
`
`11
`
`
`
`
`
`GEICO asserts that the Provision does not apply to
`
`IFPA claims because they deal with fraud. We disagree. First,
`the Provision does not have an exception for fraud, and we may
`not carve a broad exclusion from a plain statute on our own
`initiative. DiProspero v. Penn, 874 A.2d 1039, 1048 (N.J.
`2005). Second, New Jersey appellate courts have consistently
`held that the Provision must be “construe[d ]liberally,” State
`Farm Mut. Auto. Ins. Co. v. Molino, 674 A.2d 189, 191 (N.J.
`App. Div. 1996), and “read as broadly as [its] words
`themselves indicate[.]” State Farm Ins. Co. v. Sabato, 767
`A.2d 485, 487 (N.J. App. Div. 2001). Third, the list of claims
`specifically subject to the Provision suggests fraud falls under
`its umbrella. That group includes “whether the disputed
`medical treatment was actually performed” and “whether the
`treatment performed is reasonable[ or] necessary.” N.J. Stat.
`Ann. § 39:6A-5.1(c). That is the alleged fraud underpinning
`GEICO’s IFPA claims: billing for fictitious or unnecessary
`care. Because the Provision’s plain language is broad and does
`not carve out fraud, but rather explicitly includes fraud-like
`claims, GEICO’s argument does not persuade us.
`
`C. GEICO’s IFPA Claims Are Subject to an Arbitration
`Agreement.
`
`
`In the alternative, we also conclude that GEICO’s IFPA
`claims must be compelled to arbitration under the FAA. That
`statute compels claims to arbitration once a movant shows both
`that an arbitration agreement was validly formed and that it
`covers the claims at issue. John Hancock Mut. Life Ins. Co. v.
`Olick, 151 F.3d 132, 137 (3d Cir. 1998). To establish that an
`agreement was formed when (as here) a motion to compel
`arbitration is based on a complaint standing alone, a defendant
`must show that the complaint and the documents on which s it
`
`
`
`12
`
`
`
`
`
`relies facially suggest that the parties agreed to arbitrate.
`Guidotti v. Legal Helpers Debt Resol., L.L.C., 716 F.3d 764,
`776 (3d Cir. 2013).
`
`GEICO does not contest the Practices’ reliance on two
`
`documents to suggest formation of an arbitration agreement.
`The first is GEICO’s Precertification and Decision Point
`Review Plan (the “Plan”). This document, required by New
`Jersey law and approved by the New Jersey insurance
`regulator, governs GEICO’s reimbursement of PIP claims.
`Coal. for Quality Health Care v. N.J. Dep’t of Banking & Ins.,
`791 A.2d 1085, 1092-94 (N.J. App. 2002); N.J. Admin. Code
`§ 11:3-4.7. The Plan’s arbitration provision covers “any issue
`arising under [the Plan], or in connection with any claim for
`[PIP] benefits.” Caring Pain App. 315. The Practices bind
`themselves
`to
`the
`Plan
`through
`the
`second
`document – GEICO’s assignment of benefits form, which
`must be submitted before GEICO will pay doctors for PIP
`claims. That form requires the Practice “comply with all the
`requirements of the Plan.” Caring Pain App. 317. These
`documents facially suggest that the Practices entered into an
`arbitration agreement with GEICO.
`
`That said, GEICO could force the Practices to prove
`
`more than a suggestion by submitting or pointing to “additional
`facts sufficient to place the [arbitration agreement] in issue.”
`Guidotti, 716 F.3d at 776. It says that the complaints
`themselves place formation in issue because they allege that
`Practices did not submit “valid” assignments of benefits for
`“each of their claims[.]” Caring Pain App. 412-13 ¶ 255. But
`GEICO is wrong because we do not treat unsupported legal
`conclusions asserted in complaints as well-pled factual
`allegations. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555
`
`
`
`13
`
`
`
`
`
`(2007). This is especially so when the conclusion lacks “facial
`plausibility,” and here it is not believable that the Practices
`never submitted a valid3 assignment of benefits given GEICO
`paid them more than $10 million. Ashcroft v. Iqbal, 556 U.S.
`662, 678 (2009).
`
`It would not have taken much for GEICO to put contract
`
`formation in play. Our precedent only requires plaintiffs to
`offer facts that put it in doubt. For example, we held that a
`plaintiff’s detailed affidavit explaining that she had never seen
`the arbitration agreement at issue was enough to make the
`movants fully prove formation. Kirleis v. Dickie, McCamey &
`Chilcote, P.C., 560 F.3d 156, 161-62 (3d Cir. 2009). GEICO’s
`pronouncement that the Practices did not provide “valid”
`assignment of benefits forms for any of their claims does not
`pass even that low bar. And its argument that we are requiring
`it to “prove a negative” is wrong: we only ask for some
`evidence suggesting it did not form arbitration agreements with
`the Practices in light of the evidence they offer suggesting
`otherwise. Caring Pain GEICO Br. 35 n.8.
`
`Next, to compel arbitration of GEICO’s IFPA claims,
`
`we must hold that the arbitration agreement in the Plan covers
`them. John Hancock, 151 F.3d at 139. It does. As noted
`above, that provision covers “any issue . . . in connection with
`any claim for [PIP] benefits.” Caring Pain App. 315. This
`language is broad and, as the IFPA claims are connected to
`claims paid to the Practices based on PIP coverage, includes
`
`
`3 GEICO does not explain why it believes the assignment of
`benefits forms were not valid.
`
`
`
`14
`
`
`
`
`
`GEICO’s claims.4 Arafa, 233 A.3d at 509 (agreement to
`arbitrate “any dispute” has “broad” scope). Supporting our
`view, New Jersey law encourages us to read arbitration
`agreements “liberally in favor of arbitration.” Garfinkel v.
`Morristown Obstetrics & Gynecology Assocs., P.A., 773 A.2d
`665, 670 (N.J. 2001) (quoting Marchak v. Claridge Commons,
`Inc., 633 A.2d 531, 535 (N.J. 1993)). Further, because the
`Practices had no role in drafting the Plan, we must construe it
`in their favor. Pacifico v. Pacifico, 920 A.2d 73, 78 (N.J.
`2007). Therefore, GEICO’s IFPA claims are subject to the
`Plan’s arbitration agreement, and so we must compel
`arbitration. Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213,
`218 (1985).
`
`D. The Practice-Specific Issues
`
`Besides the issues discussed above, which affect each
`Practice, the Hassan Medical and Precision Spine appeals
`present other challenges.
`
`
`
`
`
`4 At oral argument, GEICO claimed that the Supreme Court of
`New Jersey would hold that the arbitration agreement in the
`Plan does not encompass its IFPA claims because it does not
`specifically reference the IFPA. But GEICO did not make that
`argument in its papers, and therefore we will not consider it in
`detail. Barna v. Bd. of Sch. Dirs. of Panther Valley Sch. Dist.,
`877 F.3d 136, 145-46 (3d Cir. 2017). Even if GEICO’s
`argument were correct, we would still compel arbitration under
`the Provision.
`
`
`
`15
`
`
`
`
`
`Hassan Medical
`
`In the Hassan Medical case, the District Court
`
`concluded both that GEICO and Hassan Medical agreed to be
`bound by the Plan, and that GEICO’s non-IFPA claims were
`subject to its arbitration agreement. But rather than compel
`arbitration, it granted GEICO leave to amend its complaint to
`“make ‘clear’ its arguments regarding the validity of the
`[arbitration] agreement.” Hassan Medical App. 18. Hassan
`Medical claims this was error.
`
`GEICO argues we lack jurisdiction to review this
`
`decision because it is not final, as the District Court would
`consider a renewed motion to compel arbitration. But our
`caselaw disagrees. Because of the FAA’s broad grant of
`interlocutory jurisdiction, we can review interim denials of
`motions to compel arbitration. Sandvik AB v. Advent Int’l
`Corp., 220 F.3d 99, 102-04 (3d Cir. 2000).
`
`
`And we agree with Hassan Medical that the District
`Court should not have granted GEICO leave to amend its
`complaint. When a movant sufficiently establishes that a claim
`is subject to a valid arbitration agreement, district courts have
`no discretion and must send it to arbitration. Dean Witter
`Reynolds, 470 U.S. at 218 (“[T]he [FAA] leaves no place for
`the exercise of discretion by a district court, but instead
`mandates that district courts shall direct the parties to proceed
`to arbitration on issues as to which an arbitration agreement
`has been signed.”) (emphasis in original); FAA § 4 (“[U]pon
`being satisfied that [the arbitration agreement is valid and
`applies], the court shall make an order directing the parties to
`proceed to arbitration . . .”.) (emphasis added).
`
`
`
`
`16
`
`
`
`
`
`True enough, we generally support granting leave to
`
`amend, but our denial here aligns with Circuit precedent. Our
`usual generosity exists because a “complaint may not be
`amended by the briefs in opposition to a motion to dismiss.”
`Pennsylvania ex rel. Zimmerman v. PepsiCo, Inc., 836 F.2d
`173, 181 (3d Cir. 1988) (quoting Car Carriers, Inc. v. Ford
`Motor Co., 745 F.2d 1101, 1107 (7th Cir.1984), abrogated by
`Schmees v. HC1.Com, Inc., 77 F.4th 483 (7th Cir. 2023)). If
`we denied leave to amend to cure a fixable defect, we would
`reject potentially meritorious claims on mere pleading errors.
`W. Run Student Hous. Assocs., LLC v. Huntington Nat’l Bank,
`712 F.3d 165, 171 (3d Cir. 2013).
`
`But under the Guidotti protocol, 716 F.3d at 776,
`
`GEICO had the chance to submit additional facts to challenge
`formation of the arbitration agreements. The District Court
`decided that motion against GEICO on the merits, not on the
`limited “record” of the complaint. Given that background,
`denying GEICO’s request to amend does not frustrate the
`policy animating our pro-amendment case law.
`
`
`Precision Spine
`
`GEICO asks us to affirm the District Court’s denial as
`
`moot of Precision Spine’s motion to compel arbitration.5
`GEICO’s rationale for mootness is that the targeted complaint
`was amended after the motion was filed. It relies on West Run
`
`
`5 GEICO also argues that its non-IFPA claims against Precision
`Spine are inarbitrable. But those claims are not at issue in this
`appeal because the order identified in the only filed notice of
`appeal (Precision Spine’s) did not mention them. Sulima v.
`Tobyhanna Army Depot, 602 F.3d 177, 184 (3d Cir. 2010).
`
`
`
`17
`
`
`
`
`
`for the proposition that an “amended complaint supersedes the
`original and renders it of no legal effect, unless the amended
`complaint specifically refers to or adopts the earlier pleading.”
`712 F.3d at 171 (cleaned up, citation omitted). But West Run
`dealt with an entirely different set of issues, and we will not
`rely on one out-of-context snippet to decide this case.
`
`Instead, we will join our colleagues on the Second and
`
`Sixth Circuits by holding that district courts may, in their
`discretion, deny as moot motions directed to subsequently
`amended complaints or apply their arguments to the new
`complaint and dispose of them on the merits. Pettaway v. Nat’l
`Recovery Sols., LLC, 955 F.3d 299, 303-04 (2d Cir. 2020);
`Crawford v. Tilley, 15.F.4th 752, 759 (6th Cir. 2021); 6 Charles
`Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal
`Practice and Procedure § 1476 (3d ed. 2013) (“[D]efendants
`should not be required to file a new motion to dismiss simply
`because an amended pleading was introduced while their
`motion was pending. If some of the defects raised in the
`original motion remain in the new pleading, the court simply
`may consider the motion as being addressed to the amended
`pleading. To hold otherwise would be to exalt form over
`substance.”). If the arguments in a motion apply to the
`amended complaint, and the motion’s proponent does not
`object to applying it to the new pleading, we see no reason why
`a trial court cannot do so.
`
`Here, we believe the District Court abused its discretion
`
`by denying Precision Spine’s motion sua sponte because it was
`addressed to the unamended complaint. As noted, that does
`not automatically moot a motion. Nothing in the amended
`complaint precludes arbitration of GEICO’s IFPA claims.
`Rather, as discussed above, the law requires it. So we conclude
`
`
`
`18
`
`
`
`
`
`the District Court abused its discretion in denying the motion
`and will order arbitration.6 Scott v. Vantage Corp., 64 F.4th
`462, 472 (3d Cir. 2023) (an error of law is an abuse of
`discretion).
`
`*****
`
`For the reasons above, we reverse the decisions of the
`
`District Courts and remand with instructions to compel
`arbitration of GEICO’s IFPA claims against the Practices.
`
`
`6 This case is a good example of why we do not automatically
`moot motions directed at subsequently amended complaints. If
`we held the motion was moot, we would simply waste the
`litigants’ time and money by requiring fresh motion practice
`when the amended complaint fails to defeat the initial motion’s
`challenges.
`
`
`
`19
`
`
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