Midwest Integrated Care v. Health Management Associates, Inc.

Opinion

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

MIDWEST INTEGRATED ) CARE, LLC, )

)

Plaintiff, )

)

v. ) C.A. No. N25C-12-630 SKR CCLD )

HEALTH MANAGEMENT ) ASSOCIATES, INC., )

)

Defendant. )

Submitted: May 21, 2026 Decided: August 10, 2026

MEMORANDUM OPINION AND ORDER

Upon Consideration of Defendant’s Motion to Dismiss or Stay Based on Forum Non Conveniens:

DENIED.

Sidney S. Liebesman, Esq., Carmella L. Cinaglia, Esq., FOX ROTHSCHILD, LLP, Wilmington, Delaware, Attorneys for Plaintiff. James E. Huggett, Esq., Asher Lovitz, Esq., MARGOLIS EDELSTEIN, Wilmington, Delaware, Wilmington, Delaware, Attorney for Defendant.

RENNIE, J.

I. INTRODUCTION

This breach of contract action arises from a soured business relationship

between Plaintiff Midwest Integrated Care LLC (“Midwest”) and Defendant Health

Management Associates, Inc. (“HMA”). Midwest, a healthcare startup, engaged

HMA to navigate and administrate requirements of the medical field. This

relationship deteriorated when Midwest alleged that HMA failed to perform its

contractual obligations and HMA countered that Midwest failed to pay its

outstanding bills. Midwest initiated this action, seeking a declaratory judgment that

it is not in breach of the parties’ Master Services Agreement (the “MSA”).

Concurrently, HMA filed a breach of contract action against Midwest in Michigan.

HMA answered the Delaware complaint, and the parties proceeded with

discovery. Approximately one month after answering, HMA filed the pending

motion to dismiss this action on the ground of forum non conveniens, arguing that

the dispute should be litigated exclusively in Michigan. Although HMA’s procedural

posture raises questions regarding the timeliness of the motion, an analysis of the

Cryo-Maid factors demonstrates that the motion fails on the merits. Accordingly,

HMA’s motion to dismiss is DENIED.

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II. BACKGROUND 1

A. The Parties Plaintiff Midwest is an Ohio limited liability company with its principal place

of business in Ohio. 2

Defendant HMA is a Michigan corporation with its principal place of business

in Michigan. 3

B. Factual Background Midwest was founded in February 2025 to deliver integrated outpatient

behavior health services for mental health and substance use disorders alongside

primary care medical services at a unified location. 4 Unfamiliar with electronic

recordkeeping and the intricacies of Medicaid billing and coding, Midwest sought

external administrative and regulatory assistance.5 Midwest hired HMA to provide

these services, and the parties’ agreement was memorialized in the MSA. 6

At issue here is the MSA’s choice of law and forum selection provision, which

provides in its entirety:

This agreement will be construed, governed, and enforced in accordance with the laws of the State of Michigan or Delaware without 1 The facts are drawn from the allegations in the complaint and the documents incorporated therein. See D.I. No. 1 (“Compl.”). These allegations are presumed to be true solely for the purposes of this motion. The Court also references HMA’s Answer (D.I. No. 6) and the parties’ briefing on this motion. See D.I. No. 9 (“Mot.”); D.I. No. 14 (“Opp’n”). 2 Compl. at ¶ 7. 3 Id. at ¶ 8. 4 Id. at ¶ 1. 5 Id. at ¶ 2. 6 Id. at ¶¶ 2–5.

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giving effect to any choice or conflict of law provision or rule. The parties agree that, for jurisdiction and venue, all litigation arising under or in connection with this Agreement will be conducted in courts in Michigan or Delaware. 7

By June 2025, Midwest grew dissatisfied with HMA’s performance.8 While

HMA expressed a willingness to address Midwest’s operational grievances, it sought

payment for its prior services.9

C. Procedural History On December 10, 2025, HMA sent a formal letter to Midwest demanding

payment on its unpaid invoices.10 On December 23, 2025, HMA mailed a breach of

contract complaint to a Michigan state court, which that Court formally accepted on

December 26, 2025.11 HMA’s complaint asserts a single count for breach of

contract.12

On December 24, 2025, Midwest initiated the instant action, seeking a

declaratory judgment that HMA committed a material breach of the MSA, thereby

excusing Midwest from any outstanding payment obligations.13 Because this Court

utilizes an electronic filing system—unlike the Michigan court—Midwest’s filing

7 Compl., Ex. A at § 24. 8 Compl. at ¶¶ 14–19. 9 See id. at ¶¶ 20-22. 10 Id. at ¶ 24; Mot., Ex. C at Ex. 4. 11 Mot. 1–2; Mot., Ex. B. 12 Mot., Ex. C at ¶¶ 17–23. 13 Compl. at Prayer for Relief.

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became effective immediately on December 24, 2025. 14 As pleaded, this action

effectively serves as a mirror image of the Michigan action. 15

HMA now moves to dismiss this action under the doctrine of forum non

conveniens. 16 Midwest opposes the motion.17 The Court heard oral argument on May

21, 2026. 18

III. STANDARD OF REVIEW

A motion to dismiss or stay an action on the basis of forum non conveniens is

considered under Delaware Superior Court Civil Rule 12(b)(3).19 In ruling on such

a motion, the Court exercises its sound discretion employing an orderly and logical

deductive process to evaluate the record.20 Delaware courts are historically chary of

granting forum non conveniens motions.21 To evaluate whether dismissal or a stay is

warranted under forum non conveniens, the Court applies the well-established Cryo-

Maid factors:

(1) the relative ease of access to proof; (2) the availability of a compulsory process for witnesses; (3) the possibility to view the premises, if appropriate; (4) all other practical problems that would make the trial easy, expeditious, and inexpensive; (5) whether the

14 See Compl. 15 Compare Compl. with Mot., Ex. C., Complaint. 16 Mot. 17 Opp’n. 18 See D.I. No. 21. 19 Arrowood Indem. Co. v. AmerisourceBergen Corp., 2023 WL 2726924, at *8 (Del. Super. Mar. 30, 2023). 20 Cresa Glob. Inc. v. Chirisa Cap. Mgmt. (US) LLC, 2025 WL 53168, at *2 (Del. Super. Jan. 9, 2025) (citing CVS Opioid Ins. Litig., 2022 WL 3330427, at *3 (Del. Super. Aug. 12, 2022)). 21 See Rosen v. Wind River Sys., Inc., 2009 WL 1856460, at *3 (Del. Ch. Jun. 26, 2009).

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controversy is dependent upon Delaware law, which the courts of this State should decide rather than those of another jurisdiction; and (6) the pendency or non-pendency of a similar action in another jurisdiction.22

The applicable burden depends heavily on the timing of the competing

filings. 23 Generally, where the Delaware action is the first-filed case a powerful

presumption arises in favor of the plaintiff’s choice of forum. 24 To overcome this

presumption, the moving defendant must demonstrate that litigating in Delaware

will cause an “overwhelming hardship.”25 Conversely, where the competing actions

are deemed to have been filed contemporaneously, the Court evaluates the Cryo-

Maid factors under a regular balancing test without favoring either action or

requiring a showing of overwhelming hardship. 26

IV. DISCUSSION

A. Timeliness and Procedural Propriety of the Motion HMA filed its answer on January 27, 2026, without raising any objection to

Delaware as a forum. 27 On February 19, 2026, HMA filed the pending motion to

dismiss on the grounds of forum non conveniens. 28 Because HMA failed to raise this

22 GXP Cap., LLC v. Argonaut Mfg. Servs., Inc., 253 A.3d 93, 101 (Del. 2021) (quoting Aranda v. Philip Morris USA Inc., 183 A.3d 1245, 1251 (Del. 2018)). 23 Id. 24 Cresa, 2025 WL 53168, at *2. 25 Id. 26 Nat'l Union Fire Ins. Co. of Pittsburgh, PA v. Crosstex Energy Servs., L.P., 2013 WL 6598736, at *4 (Del. Super. Dec. 13, 2013). 27 See D.I. No. 6. 28 Mot.

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issue in its initial responsive pleading, Midwest contends that the defense is waived

pursuant to Superior Court Civil Rule 12(h)(1).29

Under Delaware law, forum non conveniens is a doctrine employed in the

discretion of the trial court judge. 30 While Midwest correctly notes that a party

waives the defense of improper venue if it is omitted from a Rule 12 motion or a

responsive pleading, forum non conveniens is conceptually distinct from improper

venue.31 Improper venue is a statutory defense; forum non conveniens, by contrast,

is an equitable common law doctrine rooted in the Court’s inherent power to decline

jurisdiction. 32 Reflecting this distinction, federal courts generally do not treat forum

non conveniens as waived merely because it was omitted from the initial responsive

pleading.33

Because litigants typically raise forum non conveniens early in the

proceedings, Delaware courts have had limited occasion address this specific waiver

29 Opp’n at 15–17. See also Del. Super. Ct. Civ. R. 12(h)(1) (“A defense of . . . improper venue . . . is waived (A) if omitted from a motion in the circumstances described in subsection (g), or (B) if it is neither made by motion under this Rule nor included in a responsive pleading or an amendment thereof permitted by Rule 15(a) to be made as a matter of course.”). 30 Aveta, Inc. v. Colon, 942 A.2d 603, 608 (Del. Ch. 2008).

31 See id.; In re Asbestos Litig., 929 A.2d 373, 380 (Del. Super. 2006).

32 See Friedman v. Alcatel Alsthom, 752 A.2d 544, 551 (Del. Ch. 1999).

33 See, e.g., Yavuz v. 61 MM Ltd., 576 F.3d 1166, 1173–74 (10th Cir. 2009). Similarly, caselaw in New York, New Jersey, and Pennsylvania illustrates that each of those states allow post-answer forum non conveniens motions. F G II, Inc. v. Saks Inc., 847 N.Y.S.2d 185, 186 (App. Div. 2007); Kurzke v. Nissan Motor Corp. in U.S.A.., 752 A.2d 708 (N.J. 2000); Beatrice Foods Co. v. Proctor & Schwartz, Inc., 455 A.2d 646, 650 (Pa. Super. 1982). Likewise, Michigan law treats this procedural posture as weighing heavily against granting a forum non conveniens motion but does not consider it a waiver or procedural bar. Dayton Mall Motor Inn v. Honeywell, Inc., 347 N.W.2d 15, 17–18 (Mich. App. 1984).

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issue. The only case the Court has identified as directly on point 34 is Sloan v. Segal.35

There, the Court of Chancery found that a defendant had waived the defense where

a pro se litigant filed an answer, participated in the case for nearly a year, retained

counsel, 36 and then filed a motion that conflated improper venue with forum non

conveniens. 37 Even so, the court in that matter proceeded to evaluate the forum non

conveniens motion on its merits, ultimately denying it. 38

While the intersection of Rule 12 (h)(i) and post-answer forum non conveniens

motions present a nuanced procedural question, the Court need not definitively

resolve the waiver issue. As discussed below, even assuming the motion is

procedurally proper and not waived, HMA’s motion fails on the merits under the

Cryo-Maid factors.

B. Cryo-Maid Factors

1. The Relative Ease of Access to Proof

Neither party to this action is a Delaware entity; Midwest is a citizen of Ohio39

and HMA is a citizen of Michigan.40 Further, none of the underlying events at issue

34 This Court has previously allowed a defendant to amend its answer to add a forum non conveniens defense and has found that situation did not constitute waiver. Dietrich v. Tex. Nat’l Petroleum Co., 193 A.2d 579, 593 (Del. Super. 1963). The Court instead held that delay would be considered in a determination of whether or not forum non conveniens should be applied. Id. 35 2008 WL 81513 (Del. Ch. Jan. 3, 2008). 36 Id. at *2, 5–6. 37 Sloan v. Segal, C.A. No. 2319-VCS, D.I. No. 43 at 4. 38 Sloan, 2008 WL 81513 at *10. 39 Compl. at ¶ 7. 40 Id. at ¶ 8.

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occurred in Delaware, and neither party contends that proof is more readily

accessible in Delaware. 41 However, because this is a commercial contract dispute

that will turn primarily on documentary evidence, this factor is accorded little

weight.42

2. The Availability of Compulsory Process

To prevail on this factor, the moving party must demonstrate that an

alternative jurisdiction offers a substantial advancement in the availability of

compulsory process for necessary witnesses. 43

Under Delaware law, however, the employees, officers, directors, or

managing agents of an adverse corporate party are presumptively within that party’s

control. 44 Consequently, such witnesses are deemed available for trial without the

necessity of a subpoena because they are expected to appear at their employers’

direction.45 Because the only witnesses HMA has identified are its own Michigan-

based employees, 46 compulsory process is not a limiting factor. This factor therefore

weighs in favor of retaining jurisdiction.

41 See Mot. at 3; Opp’n at 8–9. 42 See Hamilton P’rs, L.P. v. Englard, 11 A.3d 1180, 1213–14 (Del. Ch. 2010) (“Generally speaking, absent extraordinary circumstances, this Cryo-Maid factor has become largely insignificant for corporate and commercial disputes.”). 43 Harris v. Harris, 2023 WL 355179, at *12 (Del. Ch. Jan. 23, 2023). 44 Hamilton P’rs 11 A.3d at 1214–16; Vichi v. Koninklijke Philips Electronics N.V., 2009 WL 4345724, at *13 (Del. Ch. Dec. 1, 2009). 45 Vichi, 2009 WL 4345724, at *13 (also contemplating the use of depositions as a means to collect testimony of employee-fact witnesses). 46 Mot. at 4.

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3. The View of The Premises The parties agree that a view of the premises is unnecessary.47 Accordingly,

this factor does not apply to the present dispute.

4. All Other Practical Problems

The Court notes two practical considerations relevant to this factor. The first

is the financial burden of litigating in Delaware. Despite the designation of this case

to the Complex Commercial Litigation Division, the amount in controversy is only

$34,142.30.48 Given the modest sum at stake, the Court is mindful of the need to

control travel costs, which would likely be higher in Delaware than Michigan given

the geographic location of witnesses.

The second consideration is the advanced procedural posture of this action.

Discovery is already underway in Delaware. 49 While the parties could likely

repurpose this discovery in an alternative forum, HMA’s active participation in this

jurisdiction and the inefficiencies associated with porting discovery to another court

weigh against dismissal.

5. Dependence on Delaware Law

This matter is a straightforward contract dispute concerning the interpretation

of the MSA. Under the terms of the agreement, the MSA is to be “construed,

47 Id. at 4; Opp’n at 11. 48 Mot. at 7. 49 See D.I. Nos. 7, 12–13, and 17–20.

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governed, and enforced in accordance with the laws of the State of Michigan or

Delaware.”50 Without resolving the choice of law issue at this stage, the Court

observes that this plain language implicates Delaware’s sovereign interest just as

heavily as Michigan’s. This factor is therefore neutral.

6. Pendency of Similar Actions

The purpose of forum non conveniens is to ensure that a dispute is litigated in

an appropriate forum, not to reward the winner of a race to the courthouse.51 Here,

HMA mailed its complaint to the Michigan Court on December 23, 2025. 52 While

the Michigan complaint was in transit, Midwest initiated this action on December

24, 2025.53 The Michigan court subsequently accepted HMA’s complaint on

December 26, 2025. 54 Accounting for the intervening holiday and the lack of an

electronic filing system in the Michigan court, the Court deems these competing

actions to have been filed contemporaneously.

While the Court will not entirely disregard Midwest’s technical priority in

filing, this factor serves primarily as a tipping point “where the issue of convenience

is in equipoise[.]”55

50 Compl., Ex. A at § 24. 51 Royal Indem. Co. v. Gen. Motors Corp., 2005 WL 1952933, at *2 n.18 (Del. Super. Jul. 26, 2005). 52 Mot. at 1–2. 53 See Compl. 54 Mot. at 1–2. 55 In re IBP, Inc., 2001 WL 406292, at *8 n.19 (Del. Ch. Apr. 18, 2001).

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Because the overall balance of convenience does not shift heavily away from

this jurisdiction, this factor weighs slightly in favor of maintaining the action in

Delaware.

V. CONCLUSION

On balance, a review of the Cryo-Maid factors demonstrates that this dispute

is properly adjudicated in Delaware. HMA has failed to establish that litigating in

Delaware poses an inconvenience sufficient to warrant dismissal or a stay.

Accordingly, HMA’s Motion to Dismiss on the grounds of forum non conveniens is

hereby DENIED.

IT IS SO ORDERED.

Sheldon K. Rennie, Judge