California Dental Assn. v. Delta Dental of California

BACKGROUND

Created in 1955 to “ ‘provide dental benefit coverage through contracts with independent professional service providers,’ ” Delta is the state’s largest provider of dental plans. It is a nonprofit mutual benefit corporation (Corp. Code, § 7110 et seq.)—meaning a nonprofit corporation created to benefit its members, not the public as a whole. It has two classes of members: corporate members and dentist members. (See id., § 7310.) Corporate members set policy and control Delta’s governing board. Dentist members enter into Provider Agreements with Delta to provide dental care to dental plan enrollees through Delta’s premier network or preferred provider organization (PPO).2

These contracts were formerly called Participating Dentist 2

Agreements. We refer to all versions of the dentist agreements as Provider Agreements.

2 The history of the instant dispute began in 2011, when Delta announced the first of two prior changes to the Provider Agreement for premier network dentists. The trial court took judicial notice of documents reflecting this history, which we now summarize. 2011 Provider Agreement and Participating Dentist Rules As of 2011, dentists joining Delta’s…