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State Farm Mutual Automobile Insurance Co. v. Slade Healthcare, Inc.

United States District Court, D. Maryland

March 31, 2019

STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY et al. Plaintiff,
v.
SLADE HEALTHCARE, INC., et al. Defendants.

          MEMORANDUM OPINION

          Ellen L. Hollander United States District Judge

         Plaintiffs State Farm Mutual Automobile Insurance Company (“State Farm Mutual”) and State Farm Fire and Casualty Company (“State Farm Fire”) (collectively, “State Farm”) filed suit against twenty-three defendants, alleging fraud and unjust enrichment in connection with medical treatment provided to individuals injured in motor vehicle accidents. These individuals were eligible for so called “no-fault benefits” from State Farm under Maryland's personal injury protection law. ECF 1 (“Complaint”).[1] State Farm seeks compensatory damages as well as a declaratory judgment that it need not pay outstanding medical claims during the pendency of this suit. The 315-paragraph Complaint is supported by 40 exhibits. See ECF 1-2 to ECF 1-41. Jurisdiction is founded on diversity of citizenship. See 28 U.S.C. § 1332; ECF 1, ¶ 13.

         The defendants consist of four related groups, who allegedly acted in concert. The first group is composed of six medical clinics: (1) Mondawmin Medical Center, Inc. (“Mondawmin”); (2) Alameda Medical Center, Inc.; (3) Mount Clare Medical Center, Inc.; (4) Erdman Medical Center, Inc.; (5) Liberty Medical & Injury Center, Inc.; and (6) Eastside Medical Center, Inc. (“Eastside”) (collectively, the “Clinics”). ECF 1, ¶¶ 17-36. The second group consists of twelve physicians and chiropractors who provided treatment and services for the patients of the Clinics: Ronald Mukamal, M.D.; Michael Mozes Enoch, M.D.; Patricia Bey, M.D.; Nava Bazzazieh, D.C.; Randy Hallman, D.C.; Timothy Owen, D.C.; Wayne Sodano, D.C.; Lance Miller, D.C.; Tiffany Butler, D.C.; Ekele Enyinnaya, D.C.; Scot Kampmann, D.C.; and Stephen Doyle, D.C. (collectively, the “Providers”). Id. ¶¶ 37-53.

         The third group comprises four of the officers and directors of the Clinics: Yevgeniy Barg; Mikhail Podinovsky (also known as Michael Podin); Alexander Morin; and Elina Morin (collectively, the “Owners”). Id. ¶¶ 54-58. They allegedly designed and directed the fraudulent scheme. Id. ¶ 8. The remaining defendant is Slade Healthcare, Inc. (“Slade”), whose website advertises the Clinics' services and the Providers' medical background. Id. ¶¶ 49-53; see, e.g., id. ¶¶ 37-39. Slade allegedly recruited and directed patients to the Clinics. Id. ¶ 8.

         In a section of the suit titled “Causes of Action, ” plaintiff sets forth eighteen claims for relief. See ECF 1 at 68-85. They include, multiple claims for common law fraud, unjust enrichment, and declaratory judgment. Id.

         The Clinics, Owners, and Slade (ECF 43) and the Providers (ECF 52) answered in part and countersued, which they subsequently amended. ECF 65 (the Clinics, Owners, and Slade's Amended Counterclaim); ECF 66 (the Providers' Amended Counterclaim) (collectively, the “Amended Counterclaim”). The Amended Counterclaims allege defamation (ECF 65, ¶¶ 25-32; ECF 66, ¶¶ 25-32); tortious interference with prospective business advantage (ECF 65, ¶¶ 33-41; ECF 66, ¶¶ 33-41); and civil conspiracy. ECF 65, ¶¶ 42-46; ECF 66, ¶¶ 42-46.[2]

         In addition, the Clinics, Owners, and Slade jointly moved to dismiss under Fed.R.Civ.P. 12(b)(6) (ECF 44), supported by a memorandum of law (ECF 44-1) (collectively, the “Clinic Motion”) and exhibits. See ECF 44-2 to ECF 44-3. They seek dismissal of State Farm's declaratory judgment claims and claims of fraud and unjust enrichment as to claim payments made by State Farm prior to December 14, 2014. ECF 44-1. However, as to the counts of fraud and unjust enrichment, these defendnts do not assert that the Complaint fails to state a claim.

         Pursuant to Rule 12(b)(6), the Providers have also moved to dismiss (ECF 55), supported by a memorandum of law. ECF 55-1 (collectively, the “Provider Motion”). Like the Clinics, Owners, and Slade, the Providers seek dismissal of State Farm's declaratory judgment claims and claims of fraud and unjust enrichment as to payments made prior to December 14, 2014. ECF 55-1. In addition, the Providers seek dismissal of all unjust enrichment claims, but they do not seek dismissal of all the fraud claims. Id.

         State Farm opposes the Clinic Motion. ECF 68. The Clinics, Owners, and Slade replied (ECF 71) and submitted additional exhibits. ECF 71-1 to ECF 71-10. State Farm also opposes the Provider Motion. ECF 68. The Providers replied. ECF 72. In addition, the Clinics, Owners, and Slade filed a letter (ECF 88) notifying the Court of a recent decision issued by Judge Catherine Blake in State Farm Mut. Auto. Ins. Co. v. Carefree Land Chiropractic, LLC, CCB-18-1279, 2018 WL 6514797 (D. Md. Dec. 11, 2018). State Farm responded. ECF 89.

         For its part, State Farm has filed a motion to dismiss the Amended Counterclaim (ECF 69), pursuant to Rule 12(b)(6), supported by a memorandum of law (ECF 69-1) (collectively, the “State Farm Motion”) and exhibits. ECF 69-2 to ECF 69-4. The defendants jointly oppose the State Farm Motion (ECF 77) and State Farm has replied. ECF 81.

         No hearing is necessary to resolve the motions. See Local Rule 105.6. For the reasons set forth below, I shall deny the Clinic Motion and the Provider Motion and grant the State Farm Motion.

         I. Factual Background[3]

         This dispute concerns alleged fraud with regard to thousands of medical claims submitted to State Farm in connection with treatment rendered by defendants to patients who had motor vehicle insurance through State Farm. The Providers and Clinics provide chiropractic and rehabilitative medical services at the Clinics. Slade maintains a website that “advertises the services provided by the Clinics and provides prospective patients with phone numbers they can call to make appointments at any of Slade's locations.” ECF 1, ¶ 51 Pursuant to Maryland's personal injury protection law (the “PIP” law), Md. Code (2017 Repl. Vol., 2018 Supp.), § 19-505(a)(1)-(3) of the Insurance Article (“Ins.”), a motor vehicle liability insurer must provide coverage for the medical expenses of persons involved in motor vehicle accidents. Ins. § 19-505(a)(1)-(3) provides, in part: “[E]ach insurer that issues, sells, or delivers a motor vehicle liability insurance policy in the State shall provide coverage for [] medical, hospital, and disability benefits” to the named insured, any family member residing in the insured's household, any individual injured while using the insured motor vehicle with the permission of the named insurer, any individual injured while in the insured motor vehicle, or any individual injured in an accident involving the insured motor vehicle while a pedestrian or operating an animal-operated vehicle or a bicycle. See ECF 1, ¶ 59.

         The PIP benefits cover at least $2, 500 of “all reasonable and necessary [medical] expenses that arise from a motor vehicle accident and that are incurred within 3 years after the accident[.]” Ins. § 19-505(b)(2)(i); ECF 1, ¶ 60. Notably, these benefits are “payable without regard to . . . the fault or nonfault of the named insured or the recipient of benefits in causing or contributing to the motor vehicle accident[.]” Id. § 19-507(a)(1); ECF 1, ¶ 61. Such benefits are often referred to as “no fault” benefits.

         Insurers, such as State Farm, must “make all payments of [these] benefits [to covered individuals, such as accident victims] . . . periodically as claims for the benefits arise and within 30 days after the insurer receives satisfactory proof of claim.” Ins. § 19-508(a); ECF 1, ¶ 62. If an insurer fails to make timely payment, it must pay the claimant “simple interest” on the overdue payments “at the rate of 1.5% per month.” Ins. § 19-508(c); Code of Maryland Regulations 31.15.07.06.

         State Farm alleges that the defendants are engaged in a fraudulent medical billing scheme.

         According to plaintiff, from at least April 2010 through the suit's commencement on December 14, 2017, the Clinics and Providers have provided treatment and submitted medical bills that “exploit patients' insurance benefits rather than address the patients' true unique needs.” Id. ¶¶ 7, 17. In particular, State Farm asserts that the medical bills and supporting documentation are “the product of a fraudulent, predetermined treatment protocol (the “Protocol”) provided by the Clinics and Providers to accident victims. Id. ¶ 3. According to State Farm, the Protocol is intended to, id.:

(a) enable the Defendants to fully exploit and collect the patients' No-Fault Benefits, which were typically $2, 500; (b) not refer the patients to any other health care provider for any other reason, including diagnostic testing (e.g., x-rays, MRIs), physical therapy, or consultations by physicians such as orthopedists or neurologists, to avoid potentially having to share the patients' No-Fault Benefits; and (c) keep the total medical expenses to less than $6, 000 to “fly under the radar” of, and encourage settlements by, the insurance companies to which claims for payment are made and thereby incentivize the patients' lawyers (“PI Attorneys”) to refer more clients to the Defendants.

         Further, State Farm alleges that the Protocol involves several steps: (1) an initial examination that is intended not to diagnose patients properly and design a treatment plant, but to report “substantially similar findings to justify a predetermined course of treatment;” (2) a treatment plan consisting of “substantially the same three or more modalities, plus chiropractic manipulations, provided to almost every patient on almost every visit, regardless of the unique circumstances and needs of each patient, to support at least four separate charges for each visit;” (3) patient discharge from treatment when the defendants' charges total $6, 000 or less, regardless of the patient's condition; and (4) submission of documentation to State Farm representing that the examinations and treatments were medically necessary. Id. ¶ 4.

         The Protocol also “involves the absence of patient referrals for consultations with any other medical professionals . . . who have expertise in diagnosing and treating injuries that the patients might actually have, or to any other providers for diagnostic testing . . ., which might be necessary to diagnose and arrive at an appropriate treatment plan for injuries that patients might actually have.” Id. ¶ 5. In State Farm's view, such referrals would be in the best interest of some patients, but against the financial interest of defendants, “because any such referrals would likely deplete or exhaust the No-Fault Benefits available to the Defendants if those benefits are also owed to other providers.” Id.

         According to the Complaint, each of the participants (the Owners, the Clinics, Slade, and the Providers) “had a critical role in the scheme, with each needing the others to successfully carry out and profit from the scheme.” Id. ¶ 8. State Farm claims that the Owners “through their overlapping ownership interests and control of Slade and the Clinics, were able to design, direct, and oversee the implementation of the Predetermined Treatment Protocol at the Clinics.” Id. Slade “recruited and funneled to the respective Clinics patients who were the lifeblood of and essential to the economic success of the scheme by advertising the Clinics' services, obtaining information from prospective patients online and through a toll-free number, and arranging appointments for the prospective patients at the respective Clinics.” Id. And, the Providers “were necessary to the success of the scheme because the laypersons who owned Slade and the Clinics could not prescribe and provide any of the goods and professional services.” Id. In other words, the Providers rendered the treatment that was the subject of the fraudulent bills submitted to State Farm.

         State Farm also asserts that the Clinics and Providers treated patients who were in staged accidents and therefore not actually injured. Id. ¶ 191. The Complaint alleges staged accidents occurring on five separate dates between November 13, 2011 and March 24, 2016. Id. ¶¶ 191-227. After each staged accident, at least some of the purported accident victims sought care from the Clinics and Providers. Id. ¶¶ 196-99, 211-214, 221, 224-27. State Farm alleges that even though these individuals “could not have been injured because they were not in actual accidents, ” they “received the same Predetermined Treatment Protocol as the other patients at the Clinics.” Id. ¶ 191.

         As noted, defendants have lodged counterclaims against State Farm for defamation (ECF 65, ¶¶ 25-32); tortious interference with prospective business advantage and economic and business relationships (id. ¶¶ 33-41); and civil conspiracy. Id. ¶¶ 42-46. They allege, inter alia, that State Farm has falsely “notified third parties expressly and by innuendo of its dishonesty and fraud claims about the Medical Clinics, their owners, and the Treatment Providers who provide medical services to injured accident victims at the Medical Clinics.” Id. ¶ 12.

         Further, they maintain that State Farm has sued them as part of “a nationwide scheme targeting medical providers treating lower income, minority and immigrant accident victim patients who live in urban areas[.]” ECF 65, ¶ 1. State Farm, they claim, creates these “manufactured and knowingly false accusations of fraud” to eliminate medical providers, like the Clinics and Providers, “as sources of available treatment for urban lower income, minority, and immigrant accident victims, and to dramatically drive down medical and bodily injury payments in auto accident claims submitted to State Farm across the county.” Id. ¶¶ 1-2, 7.

         According to the Amended Counterclaim, State Farm has “proclaimed that it will not pay any future claims for medical treatment” provided by the Clinics. Id. ¶ 16. And, it has allegedly told accident victims and third parties that it is denying the medical treatment claims because (1) “State Farm has filed a lawsuit against” the Clinics and Providers, id. ¶ 15, and (2) the Clinics, Providers, and Owners “have [engaged] and are engaging in fraud and dishonesty.” Id. ¶ 17. The counterclaimants allege that the insurer is “publishing” these claims “for the purpose of deterring injured accident victims from obtaining medical treatment at the Medical Clinics.” Id. Moreover, State Farm has allegedly told accident victims and their attorneys that it is rejecting “medical treatment expense claims if the medical expenses relate to medical treatment provided” by the Providers or Clinics. Id. ¶ 23. Further, defendants assert that State Farm has acted with “malice and intent to injure” them. Id. ¶ 20.

         The counterclaimants do not clearly state in their Amended Counterclaim whether these statements were made orally or in writing. But, they refer to “oral statements” in their opposition to the State Farm Motion. See, e.g., ECF 77 at 15, 17. Therefore, I shall assume that the statements referenced above were made orally.

         In addition, the counter-plaintiffs assert that State Farm has sent claim denial letters to various persons alerting them to the ongoing litigation, “so that current and future patients and their and other lawyers will know the details of State Farm's defamatory . . . statements . . . and will not obtain treatment at and/or refer patients to the Medical Clinics in the future.” ECF 65, ¶ 23. They also submitted as an exhibit a copy of a claim letter denial. ECF 69-3 at 2-3. In relevant part, the letter states, id. at 2: “At this time, State Farm . . . is denying payment of these bill(s) because the matters giving rise to the charges are at issue in a pending civil lawsuit between East Side Medical Center and State Farm.” Additional facts are included in the Discussion.

         II. Standard of Review

         A. Rule 12(b)(6)

         A defendant may test the legal sufficiency of a complaint by way of a motion to dismiss under Rule 12(b)(6). In re Birmingham, 846 F.3d 88, 92 (4th Cir. 2017); Goines v. Valley Cmty. Servs. Bd., 822 F.3d 159, 165-66 (4th Cir. 2016); McBurney v. Cuccinelli, 616 F.3d 393, 408 (4th Cir. 2010), aff'd sub nom., McBurney v. Young, 569 U.S. 221 (2013); Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999). A Rule 12(b)(6) motion constitutes an assertion by a defendant that, even if the facts alleged by a plaintiff are true, the complaint fails as a matter of law “to state a claim upon which relief can be granted.” Whether a complaint states a claim for relief is assessed by reference to the pleading requirements of Fed.R.Civ.P. 8(a)(2). That rule provides that a complaint must contain a “short and plain statement of the claim showing that the pleader is entitled to relief.” The purpose of the rule is to provide the defendants with “fair notice” of the claims and the “grounds” for entitlement to relief. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555-56 (2007).

         To survive a motion under Fed.R.Civ.P. 12(b)(6), a complaint must contain facts sufficient to “state a claim to relief that is plausible on its face.” Twombly, 550 U.S. at 570; see Ashcroft v. Iqbal, 556 U.S. 662, 684 (2009) (citation omitted) (“Our decision in Twombly expounded the pleading standard for ‘all civil actions' . . . .”); see also Willner v. Dimon, 849 F.3d 93, 112 (4th Cir. 2017). But, a plaintiff need not include “detailed factual allegations” in order to satisfy Rule 8(a)(2). Twombly, 550 U.S. at 555. Moreover, federal pleading rules “do not countenance dismissal of a complaint for imperfect statement of the legal theory supporting the claim asserted.” Johnson v. City of Shelby, Miss., 574 U.S., 135 S.Ct. 346, 346 (2014) (per curiam).

         Nevertheless, the rule demands more than bald accusations or mere speculation. Twombly, 550 U.S. at 555; see Painter's Mill Grille, LLC v. Brown, 716 F.3d 342, 350 (4th Cir. 2013). If a complaint provides no more than “labels and conclusions” or “a formulaic recitation of the elements of a cause of action, ” it is insufficient. Twombly, 550 U.S. at 555. Rather, to satisfy the minimal requirements of Rule 8(a)(2), the complaint must set forth “enough factual matter (taken as true) to suggest” a cognizable cause of action, “even if . . . [the] actual proof of those facts is improbable and . . . recovery is very remote and unlikely.” Twombly, 550 U.S. at 556 (internal quotation marks omitted).

         In reviewing a Rule 12(b)(6) motion, a court “must accept as true all of the factual allegations contained in the complaint” and must “draw all reasonable inferences [from those facts] in favor of the plaintiff.” E.I. du Pont de Nemours & Co. v. Kolon Indus., Inc., 637 F.3d 435, 440 (4th Cir. 2011) (citations omitted); see Semenova v. MTA, 845 F.3d 564, 567 (4th Cir. 2017); Houck v. Substitute Tr. Servs., Inc., 791 F.3d 473, 484 (4th Cir. 2015); Kendall v. Balcerzak, 650 F.3d 515, 522 (4th Cir. 2011), cert. denied, 565 U.S. 943 (2011). But, a court is not required to accept legal conclusions drawn from the facts. See Papasan v. Allain, 478 U.S. 265, 286 (1986). “A court decides whether [the pleading] standard is met by separating the legal conclusions from the factual allegations, assuming the truth of only the factual allegations, and then determining whether those allegations allow the court to reasonably infer” that the plaintiff is entitled to the legal remedy sought. A Society Without a Name v. Virginia, 655 F.3d 342, 346 (4th. Cir. 2011), cert. denied, 566 U.S. 937 (2012).

         Courts ordinarily do not “‘resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses'” through a Rule 12(b)(6) motion. Edwards, 178 F.3d at 243 (quoting Republican Party v. Martin, 980 F.2d 943, 952 (4th Cir. 1992)). However, “in the relatively rare circumstances where facts sufficient to rule on an affirmative defense are alleged in the complaint, the defense may be reached by a motion to dismiss filed under Rule 12(b)(6).” Goodman v. Praxair, Inc., 494 F.3d 458, 464 (4th Cir. 2007) (en banc); accord Pressley v. Tupperware Long Term Disability Plan, 553 F.3d 334, 336 (4th Cir. 2009). Because Rule 12(b)(6) “is intended [only] to test the legal adequacy of the complaint, ” Richmond, Fredericksburg & Potomac R.R. Co. v. Forst, 4 F.3d 244, 250 (4th Cir. 1993), “[t]his principle only applies . . . if all facts necessary to the affirmative defense ‘clearly appear[ ] on the face of the complaint.'” Goodman, 494 F.3d at 464 (quoting Forst, 4 F.3d at 250) (emphasis added in Goodman ).

         “Generally, when a defendant moves to dismiss a complaint under Rule 12(b)(6), courts are limited to considering the sufficiency of allegations set forth in the complaint and the ‘documents attached or incorporated into the complaint.'” Zak v. Chelsea Therapeutics Int'l, Ltd., 780 F.3d 597, 606 (4th Cir. 2015) (quoting E.I. du Pont de Nemours & Co., 637 F.3d at 448). The court “may not consider any documents that are outside of the complaint, or not expressly incorporated therein . . . .” Clatterbuck v. City of Charlottesville, 708 F.3d 549, 557 (4th Cir. 2013).

         But, under limited circumstances, when resolving a Rule 12(b)(6) motion, a court may consider documents beyond the complaint without converting the motion to dismiss to one for summary judgment. Goldfarb v. Mayor & City Council of Baltimore, 791 F.3d 500, 508 (4th Cir. 2015). In particular, a court may properly consider documents that are “explicitly incorporated into the complaint by reference and those attached to the complaint as exhibits.” Goines, 822 F.3d at 166 (citation omitted); see also Six v. Generations Fed. Credit Union, 891 F.3d 508, 512 (4th Cir. 2018); U.S. ex rel. Oberg v. Pa. Higher Educ. Assistance Agency, 745 F.3d 131, 136 (4th Cir. 2014); Anand v. Ocwen Loan Servicing, LLC, 754 F.3d 195, 198 (4th Cir. 2014); Am. Chiropractic Ass'n v. Trigon Healthcare, Inc., 367 F.3d 212, 234 (4th Cir. 2004), cert. denied, 543 U.S. 979 (2004); Phillips v. LCI Int'l Inc., 190 F.3d 609, 618 (4th Cir. 1999).

         However, “before treating the contents of an attached or incorporated document as true, the district court should consider the nature of the document and why the plaintiff attached it.” Goines, 822 F.3d at 167 (citing N. Ind. Gun & Outdoor Shows, Inc. v. City of S. Bend, 163 F.3d 449, 455 (7th Cir. 1998)). Of import here, “[w]hen the plaintiff attaches or incorporates a document upon which his claim is based, or when the complaint otherwise shows that the plaintiff has adopted the contents of the document, crediting the document over conflicting allegations in the complaint is proper.” Goines, 822 F.3d at 167. Conversely, “where the plaintiff attaches or incorporates a document for purposes other than the truthfulness of the document, it is inappropriate to treat the contents of that document as true.” Id.

         A court may also “consider a document submitted by the movant that [is] not attached to or expressly incorporated in a complaint, so long as the document was integral to the complaint and there is no dispute about the document's authenticity.” Goines, 822 F.3d at 166 (citations omitted); see also Woods v. City of Greensboro, 855 F.3d 639, 642 (4th Cir. 2017), cert. denied, U.S., 138 S.Ct. 558 (2017); Oberg, 745 F.3d at 136; Kensington Volunteer Fire Dep't. v. Montgomery Cty., 684 F.3d 462, 467 (4th Cir. 2012). To be “integral, ” a document must be one “that by its ‘very existence, and not the mere information it contains, gives rise to the legal rights asserted.'” Chesapeake Bay Found., Inc. v. Severstal Sparrows Point, LLC, 794 F.Supp.2d 602, 611 (D. Md. 2011) (citation omitted) (emphasis in original). See also Fed. R. Civ. P. 10(c) (“A copy of a written instrument that is an exhibit to a pleading is a part of the pleading for all purposes.”).

         In addition, “a court may properly take judicial notice of ‘matters of public record' and other information that, under Federal Rule of Evidence 201, constitute ‘adjudicative facts.'” Goldfarb, 791 F.3d at 508; see also Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322 (2007); Katyle v. Penn Nat'l Gaming, Inc., 637 F.3d 462, 466 (4th Cir. 2011), cert. denied, 565 U.S. 825 (2011); Philips v. Pitt Cty. Mem. Hosp., 572 F.3d 176, 180 (4th Cir. 2009). However, under Fed.R.Evid. 201, a court may take judicial notice of adjudicative facts only if they are “not subject to reasonable dispute, ” in that they are “(1) generally known within the territorial jurisdiction of the trial court or (2) capable of accurate and ready determination by resort to sources whose accuracy cannot reasonably be questioned.” State Farm submitted 40 exhibits with its Complaint. These include lists of medical claims for services provided by the Clinics and Providers (ECF 1-2 to ECF 1-20); for each Clinic, exemplar reports of initial chiropractic and medical doctor examinations (ECF 1-21 to 1-32); deposition transcripts (ECF 1-33 to ECF 1-38); an investigator report (ECF 1-39); and the complaint (ECF 1-40) and docket in a different suit (ECF 1-41). Because these exhibits were submitted with the Complaint, and are incorporated in it, I may consider them without converting the State Farm Motion to one for summary judgment.

         The Clinics, Owners, and Slade attach two exhibits to their Motion: a transcript of a deposition (ECF 44-2) and a Maryland Insurance Administration bulletin (ECF 44-3). Because the transcript is part of the same deposition (ECF 1-33) that plaintiff “explicitly incorporated into the complaint by reference and . . . attached to the complaint, ” the document is integral and the Court may consider it as to defendants' motions to dismiss. Zak, 780 F.3d at 606 (internal quotation omitted). Although the bulletin is not integral to the Complaint, the Court may take judicial notice of it. See Philips v. Pitt Cty. Mem'l Hosp., 572 F.3d 176, 180 (4th Cir.2009) (“In reviewing a Rule 12(b)(6) dismissal, we may properly take judicial notice of matters of public record.”).

         With their reply, the Clinics, Owners, and Slade also submitted an order (ECF 71-1) in a different suit brought by State Farm, excerpts from complaints in several suits filed by State Farm (ECF 71-3 to 71-10), and a table summarizing those complaints. ECF 71-2. I may take judicial notice of the order and complaints as they are matters of public record. The table is neither integral to the Complaint nor a matter of public record. Accordingly, I shall not consider it in the context of this Memorandum Opinion.

         State Farm, as counter-defendant, attached to its motion to dismiss two exhibits and a sworn declaration in support of their authenticity. ECF 69-2. The first is a claim denial letter (ECF 69-3 at 2-3), and the second is an explanation of benefits (ECF 69-3). The counter-plaintiffs also submitted a claim denial letter (ECF 77-1 at 2) and an explanation of benefits (ECF 77-1 at 3-6). The claim denial letters are virtually the same. Compare ECF 69-3 at 2-3 with ECF 77-1 at 2.

         Because the claim denial letters and explanations of benefits were referenced in the Amended Counterclaim as a basis for the defamation and tortious interference claims, they are integral to the suit. See Goldfarb, 791 F.3d at 508. Therefore, I may consider them as to the State Farm Motion.

         State Farm also attached a court order (ECF 81-1) in an unrelated suit against parties not named that it brought. Although it is not integral to the Amended Counterclaim, the Court may take judicial notice of it. See Philips, 572 F.3d at 180. However, “these facts [must be] construed in the light most favorable” to the non-movant. Clatterbuck, 708 F.3d at 557.

         B. Choice of Law

         The parties assume, without discussion, that Maryland law applies to this diversity case. A federal court sitting in diversity must apply the law of the state in which the court is located, including the forum state's choice of law rules. Colgan Air, Inc. v. Raytheon Aircraft Co., 507 F.3d 270, 275 (4th Cir. 2007); see Ground Zero Museum Workshop v. Wilson, 813 F.Supp.2d 678, 696 (D. Md. 2011) (“When choosing the applicable state substantive law while exercising diversity or supplemental jurisdiction, a federal district court applies the choice of law rules of the forum state.”) (citing ITCO Corp. v. Michelin Tire Corp., Commercial Div., 722 F.2d 42, 49 n. 11 (4th Cir. 1983)).

         Regarding tort claims, Maryland applies the law of the state where the alleged harm occurred (“lex loci delicti ”). See, e.g., Proctor v. Washington Metropolitan Area Transit Auth., 412 Md. 691, 726, 990 A.2d 1048, 1068 (2010); Erie Ins. Exch. v. Heffernan, 399 Md. 598, 625, 925 A.2d 636, 651 (2007); Phillip Morris, Inc. v. Angeletti, 358 Md. 689, 744, 752 A.2d 200, 230 (2000). Because the alleged events took place in Maryland, the substantive tort law of Maryland governs the parties' tort claims. See Hauch v. Connor, 295 Md. 120, 123-24, 453 A.2d 1207, 1209 (1983).

         In a contract claim, including one for unjust enrichment, Maryland courts follow the rule of lex loci contractus, applying the substantive law of the state where the contract was formed, unless there is a choice-of-law provision in the contract. Todd v. Xoom Energy Maryland, LLC, GJH-15-154, 2016 WL 727108, at *6 (D. Md. Feb. 22, 2016) (citations omitted); Griffith Energy Services, Inc. v. National Union Fire Ins. Co. of Pittsburgh, Va., 224 Md. 252, 274, 120 A.3d 800, 821 (2015); see also Am. Motorists Ins. Co. v. ARTRA Group, Inc., 338 Md. 560, 573, 659 A.2d 1295, 1301 (1995); U.S. Life Ins. Co. v. Wilson, 198 Md.App. 452, 462-63, 18 A.3d 110, 116 (2011);); Konover Prop. Tr., Inc. v. WHE Assocs., Inc., 142 Md.App. 476, 489, 790 A.2d 720, 728 (2002). Here, the parties appear to agree that Maryland law covers the contract-related counts of unjust enrichment. See ECF 44-1; ECF 55; ECF 68. Accordingly, I will apply Maryland law in addressing these counts.

         III. ...


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