Cook, Stratton & Co. v. Universal Insurance Group, Inc.

241 F.R.D. 411, 2007 U.S. Dist. LEXIS 22595
CourtDistrict Court, D. Puerto Rico
DecidedMarch 28, 2007
DocketCivil No. 05-2173 (RLA)
StatusPublished
Cited by3 cases

This text of 241 F.R.D. 411 (Cook, Stratton & Co. v. Universal Insurance Group, Inc.) is published on Counsel Stack Legal Research, covering District Court, D. Puerto Rico primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cook, Stratton & Co. v. Universal Insurance Group, Inc., 241 F.R.D. 411, 2007 U.S. Dist. LEXIS 22595 (prd 2007).

Opinion

ORDER DENYING DEFENDANTS’ MOTION FOR RECONSIDERATION

ACOSTA, District Judge.

Pending before the court for disposition is defendants’ motion seeking reconsideration of our Order vacating Judgment dismissing the instant complaint. Specifically, movants contend that there is no complete diversity between the parties in that certain local corporations not named in the suit are indispensable parties to this litigation and because plaintiff should be considered a citizen of Puerto Rico under the “alter ego” doctrine.

The court having reviewed the documents in file as well as the arguments presented hereby rules as follows.

PROCEDURAL BACKGROUND

Plaintiff, COOK, STRATTON & COMPANY, INC. (“COOK”), instituted these proceedings against UNIVERSAL INSURANCE GROUP, INC., UNIVERSAL INSURANCE COMPANY, INC. and UNIVERSAL HEALTH & ACCIDENT INSURANCE, INC. (collectively identified as “UNIVERSAL”) for breach of contract and damages.

The court granted defendants’ motion to dismiss the complaint for lack of subject matter jurisdiction as unopposed.1 Cause having been shown, plaintiffs petition for reconsideration was granted and the Judgment of dismissal was subsequently vacated.2 Defendants now renew their petition for dismissal via their motion for reconsideration.

Because the arguments presented by defendants have been consistently the same in all their motions, we shall also address the arguments presented in plaintiffs Opposition to Motion to Dismiss (docket No. 9) in ruling on the issues presented for disposition.

THE FACTS

The following facts are deemed true in accordance with the allegations made in the complaint as well as the documents submitted by the parties.

COOK is a corporation duly organized under the laws of the state of Illinois with its principal place of business in that state.3

The conglomerate of corporations collectively named as UNIVERSAL are all legal entities duly organized and incorporated under the laws of the Commonwealth of Puerto Rico with their principal place of business also in Puerto Rico.4

Since 1984 COOK has been doing business in Puerto Rico through its affiliate, MED PLUS, INC. (“MED PLUS”), which has its principal place of business in Bayamon, Puerto Rico.5

In November 2000 UNIVERSAL contacted BENJAMIN VAN BLAKE, plaintiffs representative, to discuss the possibility of UNIVERSAL entering the health insurance market in Puerto Rico with plaintiffs assistance.6

“[A]t the time [COOK] had been successfully operating in Puerto Rico since 1984 as an administrator of health insurance programs for various clients through its affiliate in Puerto Rico, commonly known as Med Plus, and had the knowledge and expertise to conduct such business in Puerto Rico.”7

[414]*414UNIVERSAL intended for COOK to serve as its insurance program’s third-party administrator through its MED PLUS affiliate.8

During a period of 24 months subsequent to November 2000, defendants’ representatives met several times with plaintiffs representatives “to implement a plan of action for [defendants] to enter the health insurance market in Puerto Rico with [COOK] serving as [defendants’] insurance program’s third-party administrator”.9

During the negotiations period, COOK provided “advice as to products, systems customer service, reporting formats, service providers, accounting and new business projections, all of which were proprietary information and assets of [COOK’s] Med Plus affiliate.” 10

“Among other things, and in order to position itself to be able to fully serve the needs of [defendants’] insurance program, [COOK] and its Med Plus affiliate started to transform its [sic] operations, first, by refraining from securing new business for its main client, Pan American Life Insurance Company; second, by reducing its sales force which would not be needed after it started to administer [defendants’] health insurance program ... and third, by making a significant monetary investment in business infrastructure, equipment, consulting needed for the greater demand for its services that would be required under its agreement with [defendants].” 11

“After very extensive and productive negotiations, and the parties having agreed to all terms, on February 25, 2003 [UNIVERSAL] signed a Service Agreement with [COOK] for the administration of its health insurance program.”12

On that same date, COOK and UNIVERSAL entered into “a Service Agreement; End User Agreement; License Agreement; and HIPAA business Associate Addendum (the agreements).”13

Pursuant to the agreements entered into between COOK and UNIVERSAL both DATA SERVICES BUREAU, INC. (“DATA”) and MED PLUS would provide services to UNIVERSAL and COOK.14

Both MED PLUS and DATA are corporations organized under the laws of the Commonwealth of Puerto Rico and/or have their principal place of business in Bayamon, Puerto Rico.15

On August 1, 2002 DATA entered into an Agreement for the Purchase of Services with THE TRIZETTO GROUP, INC. (“TRIZETTO”), in order for the latter to complete a Turnkey arrangement for customer Connectivity Center Conversion Services at a cost of $7,500.00.16

On August 1, 2002 DATA entered into an Agreement for the Purchase of Services with TRIZETTO for a Training on Claim Batch Implementation for two trainees at a cost of $3,000.00.17

On August 1, 2002 DATA entered into an Agreement for the Purchase of Equipment with TRIZETTO for connectivity equipment for $1,760.00.18

[415]*415On August 1, 2002 DATA entered into an Agreement for the Purchase of Equipment with TRIZETTO for Relativity Software at a cost of $3,000.00.19

DATA submitted to UNIVERSAL for reimbursement the invoices allegedly paid to TRIZETTO for products and services obtained in preparation for the implementation of the Services Agreement.20

MED PLUS submitted to UNIVERSAL invoices allegedly paid to INTECWORKS for products and services obtained in order to prepare for the implementation of the Services Agreement which amounted to more than $11,000.00.21

On or about February 13, 2003 MED PLUS paid Centennial de Puerto Rico in excess of $6,000.00 for the installation and configuration of equipment allegedly acquired to prepare for the implementation of the Services Agreement.22

MED PLUS also submitted to UNIVERSAL invoices from Alpha Designer Forms and from Impression Associates, Inc. for plan identification cards and checks purchased associated with the preparation for the implementation of the Services Agreement.23

On November 10, 2003, COOK submitted to UNIVERSAL for reimbursement an invoice for $331,495.88 which essentially listed the amounts billed to its affiliates MED PLUS and DATA.24

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Cite This Page — Counsel Stack

Bluebook (online)
241 F.R.D. 411, 2007 U.S. Dist. LEXIS 22595, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cook-stratton-co-v-universal-insurance-group-inc-prd-2007.