The Shaping Academy for Behavioral Health Development, Inc. v. Aetna Behavioral Health LLC

CourtDistrict Court, S.D. Florida
DecidedNovember 14, 2025
Docket1:25-cv-23640
StatusUnknown

This text of The Shaping Academy for Behavioral Health Development, Inc. v. Aetna Behavioral Health LLC (The Shaping Academy for Behavioral Health Development, Inc. v. Aetna Behavioral Health LLC) is published on Counsel Stack Legal Research, covering District Court, S.D. Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
The Shaping Academy for Behavioral Health Development, Inc. v. Aetna Behavioral Health LLC, (S.D. Fla. 2025).

Opinion

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION CASE NO. 1:25-cv-23640-DPG/DSW THE SHAPING ACADEMY FOR BEHAVIORAL HEALTH DEVELOPMENT, INC., a Florida profit corporation, Plaintiff, v. AETNA BEHAVIORAL HEALTH LLC, a foreign limited liability company, Defendant. / OMNIBUS REPORT AND RECOMMENDATION

THIS CAUSE is before the Court on the Motion and Incorporated Memorandum of Law to Compel Arbitration (“Motion to Compel Arbitration”) [ECF No. 6] filed by Defendant, Aetna Behavioral Health LLC (“Defendant” or “Aetna”) and the Emergency Motion for Temporary Injunctive Relief and Temporary Preliminary Injunction (“Motion for Preliminary Injunction”) [ECF No. 1-5] filed by Plaintiff, The Shaping Academy for Behavioral Health Development, Inc. (“Plaintiff” or “Shaping Academy”). Pursuant to the referral [ECF No. 19] by the Honorable Darrin P. Gayles, the Court heard argument on the Motion to Compel Arbitration and held an evidentiary hearing on the Motion for Preliminary Injunction on September 25, 2025 [ECF No. 67]. For the reasons stated below, the undersigned recommends that Defendant’s Motion to Compel Arbitration [ECF No. 6] be GRANTED and Plaintiff’s Motion for Preliminary Injunction [ECF No. 1-5] be DENIED, and this case be STAYED pending arbitration proceedings. I. BACKGROUND

This dispute arises from an agreement (the “Provider Agreement”) between Plaintiff Shaping Academy, a behavioral health services provider, and Defendant Aetna, a health insurer. Under the Provider Agreement, Plaintiff rendered medical services to Aetna’s members. Aetna, in turn, administered and processed claims for reimbursement of those services according to the members’ plan terms and the Provider Agreement. The Provider Agreement authorizes Aetna to audit Plaintiff’s reimbursement claims and ties payment to Plaintiff’s participation in those audits as part of Aetna’s coverage determinations. In September 2024, Aetna advised Plaintiff that it was auditing some of Plaintiff’s reimbursement claims and requested supporting medical records. Eight months later, on May 23, 2025, Aetna sent a letter noting that it had made several unsuccessful attempts to obtain those

records. Aetna’s letter warned that future reimbursement claims submitted by Plaintiff without required documentation would be denied pending receipt of those records. On June 1, 2025, Aetna provided written notice to Plaintiff of its intent to terminate the Provider Agreement without cause. At Plaintiff’s request, Aetna extended the termination’s effective date to September 6, 2025, to ensure compliance with the Provider Agreement’s ninety-day notice period. On August 1, 2025, Plaintiff filed a one-count complaint for declaratory relief in Florida state court, alleging that Aetna “breached its own plan terms for its failure to promptly pay Claims to the Plaintiff pursuant to the [Provider Agreement]” and seeking a declaration that “[Aetna] violated the terms of the [Provider Agreement] by withholding payment to Plaintiff for services provided to Aetna members . . . [and] to declare that Plaintiff’s rights were violated.” Compl. ¶ 37, 13, ECF No. 1-1. At the time Plaintiff’s action was filed, Aetna’s review of Shaping Academy’s submitted records pursuant to its audit was ongoing, and Aetna had not issued a final determination on the reimbursement claims contemplated by its May 23, 2025, pre-payment review letter.

Shaping Academy also filed the Motion for Preliminary Injunction seeking emergency injunctive relief to enjoin Aetna “from taking any further steps to continue to withhold payment for services rendered by Plaintiff and that Aetna be required to comply with the terms of the [Provider Agreement] between the parties and issue payment immediately.” ECF No. 1-5 at 6. In its motion, Plaintiff asserts a likelihood of success on the merits, asserting that “Aetna has clearly breached the contract.” Id. at 9-10. Plaintiff further argues that it lacks an adequate remedy at law because “time is of the essence,” and continued nonpayment of approximately $600,000 for services already rendered threatens Shaping Academy’s ability to continue operations. Id. at 9-10. Lastly, Plaintiff maintains that the public interest favors enforcing contractual and statutory payment obligations, including Florida’s prompt-payment statute, Fla. Stat. § 627.6131, and

preventing undue harm to providers that are lawfully owed payment. Id. On August 13, 2025, Defendant removed Plaintiff’s action to federal court pursuant to 28 U.S.C. §§ 1332, 1441, and 1446, and opposed Plaintiff’s Motion for Preliminary Injunction. See ECF No. 22. Aetna argues, among other things, that (1) Plaintiff’s Complaint seeks only a declaration concerning past payment disputes rather than any ongoing or prospective rights, and therefore, does not present an actual controversy amenable to declaratory relief; (2) any declaratory judgment claim is unripe while Aetna’s audit is pending; (3) Plaintiff has an adequate remedy at law in contract damages precluding equitable relief; and (4) an order compelling payment of unprocessed claims would circumvent the parties’ agreed audit procedures and contravene public policy. Id. Aetna also moved to compel arbitration under Section 7.2 of the Provider Agreement, which requires confidential, binding arbitration before the American Arbitration Association of

“[a]ny controversy or claim arising out of or relating to this Agreement, including breach, termination, or validity,” except for “injunctive relief or any other form of equitable relief.” See ECF No. 17 at 6. Aetna contends that Plaintiff’s action concerns past due payments, rather than the interpretation of any ongoing or future rights. Id. at 8. In addition, Aetna argues that Plaintiff’s request for a “declaration of breach,” together with its request for injunctive relief compelling Aetna to issue payment, in substance alleges that Aetna breached the Provider Agreement and seeks damages to recover from that breach. Id. at 9. Aetna also maintains that no prospective obligations remain to be declared because the Provider Agreement was terminated on September 6, 2025, and thus, the dispute falls within the scope of its arbitration provision. Id. In its response, Plaintiff argues that its suit, on its face, seeks equitable and injunctive relief

and is therefore excluded from arbitration under the Provider Agreement’s carve-out in Section 7.2 for “injunctive or other equitable relief.” See ECF No. 12 at 5. Plaintiff maintains that the carve-out is categorical and must be enforced as written. Id. Plaintiff also disputes Aetna’s characterization that no forward-looking rights remain to be declared. Id. at 8. Plaintiff asserts that Section 5.4 of the Provider Agreement imposes ongoing obligations on Aetna to cover certain members who are in active treatment for up to six months after termination. Id. Aetna, in its reply, counters that Section 5.4 applies only to inpatient facilities and does not apply to Shaping Academy’s outpatient behavioral health services. See ECF No. 14 at 2-3. In Aetna’s view, Plaintiff’s new reliance on Section 5.4, raised for the first time in its opposition to Defendant’s Motion to Compel Arbitration rather than in its Complaint, attempts to “manufacture future rights” where none exist, and the dispute remains limited to past due payments. Id.

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The Shaping Academy for Behavioral Health Development, Inc. v. Aetna Behavioral Health LLC, Counsel Stack Legal Research, https://law.counselstack.com/opinion/the-shaping-academy-for-behavioral-health-development-inc-v-aetna-flsd-2025.