Monterey Peninsula Horticulture, Inc. v. Employee Benefit Management Services, Inc.

I. Background

23 The factual allegations in MPH’s complaint are taken as true for the purposes of this 24 motion to dismiss. 25 MPH is a farming corporation that employs 350 full-time workers. See Dkt. No. 1 26 (“Compl.”) ¶ 4. In 2014, MPH implemented a self-funded health benefit plan (“Plan”) for 27 third-party administrative services company, to administer the Plan. Id. ¶¶ 5, 6. Relevant here, the parties executed an Administrative Services Agreement (“ASA”) and a Claims Delegate Service Agreement (“CDSA”). Id. ¶¶ 11, 18. Under those agreements, EBMS was required to “assist in the preparation of a Plan Document, summaries of benefits, identification cards, and other material necessary to the operation of the Plan.” Id. ¶ 11. EBMS was also required to cooperate with MPH in the defense of any lawsuit arising out of related matters. Id. ¶¶ 11, 14, 16. The ASA further required EBMS to process, adjudicate, and pay provider claims in accordance with the Plan Document. Id. ¶¶ 11, 13. EBMS’s duty to process claims was further described in the CDSA, which specifically required EBMS to perform “[t]he first level of review” for…