Full opinion text
MEMORANDUM ALETA A. TRAUGER, District Judge. Pending before the court are several motions filed by defendants Aetna Health, Inc. and Aetna Life Insurance Company, Inc. (collectively, “Aetna”) and by the plaintiff, Productive MD, LLC (“Productive MD”). Aetna has filed a Partial Motion to Dismiss Second Amended Complaint (Docket No. 108) (“Motion to Dismiss ERISA-Governed Claims”) and a Partial Motion to Dismiss the Non-ERISA Claims (Docket No. 116) (“Motion to Dismiss Non-ERISA Claims”), with respect to which Productive MD filed Responses in opposition (Docket Nos. 140 (non-ERISA) and 141 (ERISA)), Aetna filed a consolidated Reply (Docket No. 146), and Productive MD filed a SurReply (Docket No. 152). Aetna has also filed a Motion to Sever the Non-ERISA Claims (Docket No. 86), to which Productive MD filed a Response in opposition (Docket No. 90), and Productive MD filed a Reply (Docket No. 93). Productive MD has filed a Motion for Order Specifying Contents of Administrative Record (Docket No. 95), with respect to which Aetna has filed an unopposed Motion for Leave to file an additional legal brief (Docket No. 125). Productive MD has also filed a Motion for Protective Order (Docket No. 134), with respect to which it has filed an unopposed Motion to Supplement (Docket No. 144). For the reasons stated herein, the Motion to Dismiss ERISA-Governed Claims will be granted in part and denied in part, the Motion to Dismiss Non-ERISA Claims will be granted in part and denied in part, the Motion to Sever will be granted in part and conditionally denied in part, the Motion for Order Specifying Content of the Administrative Record will be denied without prejudice, and the Motion for Protective Order will be granted. BACKGROUND I. Professional and Technical Component Payment Productive MD provides medical services by administering diagnostic tests at the request of treating physicians. The tests include EKG testing, cardiopulmonary exercise tests, pulmonary function tests, and resting metabolic tests. The tests can identify heart disease and lung disease, among other conditions. The tests can also help rule out certain medical conditions in an effort to avoid more expensive and invasive testing. Productive MD only tests a patient after a treating physician determines that the test is medically necessary. In connection with each test at issue in this case, Productive MD had the patient sign a consent form (“Patient Consent Form”), which, in most relevant part, contained the following language: I authorize payment of medical benefits to Productive MD for services rendered. I authorize the release of any medical or other information necessary to process this claim. I also request payment of government benefits either to myself or to Productive MD. (See SAC Attachment G.) Productive MD argues that this paragraph, particularly the first sentence, constituted a valid assignment of each patient’s right to recover health insurance benefits under the patient’s insurance plan. Once each test was performed, the treating physician and Productive MD, purporting to “stand in the shoes” of the insured patient under the patient assignments, filed separate claims for payment to the patient’s insurer. Productive MD requested payment for the “technical” component of each test, which included providing equipment and a technician to administer the test. With respect to that same test, the prescribing physician separately and simultaneously requested payment for the “professional” component, which included interpreting and utilizing the test results for the patient’s benefit. Aetna administered (and in some cases also insured) health insurance plans for some of the patients on whom Productive MD performed a diagnostic test at a physician’s request. This case concerns claims for payment by Productive MD to Aetna related to 167 of these patients. II. Aetna’s Non-Payment of Technical Component Claims by Productive MD Certain medical providers contract with Aetna to join Aetna’s “network” of medical providers. In return for joining Aetna’s network, these “in-network” providers agree to lower reimbursement rates (for insurance claims administered by Aetna) than they might otherwise charge. Relative to Aetna, the physicians who ordered the tests at issue here were “in-network” providers, whereas Productive MD was not. Before 2005, Aetna regularly paid Productive MD’s “technical component” claims for each test performed. However, from that year forward, Aetna began regularly denying most claims by Productive MD. By 2008, Aetna was paying less than 2% of Productive MD’s technical component claims. After Productive MD made an unspecified legal challenge to Aetna’s handling of those denied claims, the parties in July 2009 reached a negotiated settlement of the outstanding claims for payment relating to claims for dates of service through May 31, 2009. Following that 2009 settlement, Aetna has denied virtually all technical component claims filed by Productive MD. At the same time, Aetna has generally allowed — in whole or in part — the professional component claims filed by the physicians with respect to the same tests. Productive MD alleges that there is a simple explanation for this incongruence: Aetna is attempting to punish Productive MD for refusing to join Aetna’s provider network at the lower reimbursement rates that Aetna seeks. Productive MD’s Second Amended Complaint attaches data compilations that reflect obvious discrepancies between Aetna’s handling of the professional component claims on the one hand and the technical component claims on the other. CCompare SAC Attachments A-l and A-2 (listing, by patient, claims by Productive MD that Aetna has not paid), with SAC Attachment D (listing, by patient and CPT code, Aetna’s handling of claims for payment billed by physicians).) For example, as to diagnostic testing performed by Productive MD on “Patient 3”, Aetna allowed payment under eight of the nine professional component CPT codes submitted by the physician (Attachment D at p. 1), but completely denied Productive MD’s request for payment for performing that test (see SAC Attachment A-l at p. 1). This is just one example among many: of the 167 tests at issue, Aetna completely denied Productive MD’s claims for payment as to 162 of those tests. With respect to the remaining tests (Patients 22, 89, 129, 163, and 173), Aetna paid only a small fraction of Productive MD’s bills ($1,172.96 paid out of $8,482.00 billed). Cumulatively, by the court’s calculation, Aetna has not paid $382,146.14 out of $390,628.14 in disputed charges billed by Productive MD. In other words, during the relevant three-year time period, Aetna denied 98% of Productive MD’s charges (collectively), including all of the charges for 97% of the tests performed by Productive MD. Productive MD contends that Aetna could not logically pay the professional component claims while simultaneously denying the technical component claims. According to Productive MD, when Aetna paid the professional component billed by an in-network physician, that payment necessarily reflected Aetna’s determinations that (a) the test was medically necessary for purposes of the underlying insurance plan, (b) the test was otherwise reimbursable under the underlying insurance plan, and (c) the information presented by the physician was sufficient to establish that the test was medically necessary and reimbursable. Thus, when Aetna paid the physician with respect to a particular test, Aetna also should have paid Productive MD’s technical component based on the same information. Productive MD argues that Aetna’s consistent failure to do so demonstrates its inherent bias against Productive MD as an out-of-network provider. Productive MD also alleges that Aetna “flagged” claims for payment by Productive MD and directed them to a “Special Investigations Unit” (“SIU”) for special handling. The individual claims administrators within the SIU received some type of automated notification within Aetna’s claims administration system, indicating that the tests had been flagged for “over-utilization” (or words to similar effect). According to Productive MD, the claims administrators often followed those suggestions and accordingly denied payment for the technical component of the test as medically unnecessary. Aetna allegedly adopted special protocols for handling Productive MD’s claims pursuant to an internal policy memorandum concerning Productive MD’s tests. Productive MD also alleges other facts tending to show bias by Aetna. For example, Productive MD alleges that Jayna Harley, an Aetna “network executive,” told Productive MD’s President that Productive MD’s claims were being denied specifically because Productive MD was an out-of-network provider. Productive MD alleges that patients have reported to Productive MD that Aetna has told them that Productive MD is not being paid because it is an out-of-network provider. III. Aetna’s Alleged Conduct in the Claims Administration Process Productive MD alleges that, in the context of discriminating against Productive MD, Aetna utilized the claims administration process to punish Productive MD for refusing to join Aetna’s network. Aetna allegedly dragged its feet in processing claims, imposed procedural hurdles on Productive MD that it . did not impose on the in-network physicians who ordered the same underlying tests, and made meritless excuses for denying payment to Productive MD. For example, in some instances, Aetna allegedly paid an in-network physician the professional component as medically justified (and covered by) the underlying patient’s plan, while simultaneously disallowing Productive MD’s technical component claim as not medically justified. In other instances, Aetna allowed the in-network physician’s claim without requesting the physician’s records, but simultaneously denied Productive MD’s technical component on the grounds that Aetna did not have the physician’s records. With respect to many of Productive MD’s claims for payment at issue, Aetna allegedly has also refused to respond (either entirely or in a timely fashion) to claims submitted by Productive MD in the first instance or on appeal, as set forth in Attachment J to the SAC. (See, e.g., SAC Attachment J, Patient 11 (last response from Aetna on October 21, 2011: “These expenses require further review.”); Patient 22 (second appeal sent May 20, 2010, no further action by Aetna); and Patient 46 (first appeal sent June 27, 2010, no further action by Aetna).) As to the status of Productive MD’s claims for payment, Aetna concedes that Productive MD exhausted its administrative remedies as to 41 of the claims. However, Aetna contends that Productive MD’s other claims for payment are not ripe for adjudication because Productive MD has not exhausted its administrative remedies. Productive MD alleges that Aetna denied the 41 “exhausted” claims and did not reverse its determination during the administrative appeals process. Productive MD alleges that completing the appeals process with respect to the remaining claims would be an exercise in futility. In the claims administration process, Aetna never challenged the validity of Productive MD’s assignments from the underlying patients, even where the underlying plan (to which Productive MD was not privy) purported to restrict assignment. Moreover, for each particular patient, both the physician and Productive MD necessarily billed Aetna for payment pursuant to a patient assignment. Thus, with respect to all the tests at issue here, Aetna allegedly paid the physicians without challenging assignment, regardless of the underlying insurance policy terms. IV. Three Rivers Provider Network Productive MD alleges that Aetna breached the terms of a contract between Productive MD and Aetna arising from both parties’ participation in the “Three Rivers Provider Network,” which is administered by Three Rivers Providers Network, Inc. (“TRPN”). As the court understands Productive MD’s allegations, TRPN contracts with medical services providers (such as Productive MD) to join TRPN’s preferred provider network. TRPN also contracts with insurance companies, third party administrators, and health plans (“payors”) for the right to access TRPN’s provider network. Productive MD has attached to the SAC its contract with the TRPN. (See SAC Attachment H.) Under the terms of that contract, the payors are obligated to pay “contracted providers” (such as Productive MD) 80% of the contracted provider’s usual charges for covered services, which are defined as “all services that are medically necessary!.]” The payors “are obligated to make payment directly to provider[s] only at the contracted rate as payment in full.” The agreement obligates Productive MD not to balance bill patients upon receipt of payment in full “at the contracted rate.” Productive MD alleges that Aetna is one of the payors with whom TRPN contracted during the relevant time frame. Productive MD alleges that Aetna has its own contract with TRPN, which Aetna has refused to furnish to Productive MD. With respect to 100 of the 167 tests at issue in this case, Aetna’s Explanation of Benefits (“EOB”) forms to Productive MD contained the notation “TRPN HOSP/ANCILLARY NAP.” Productive MD alleges that this notation reflected Aetna’s agreement to the TRPN provider network terms, under which Productive MD was entitled to 80% of its usual charges for medically necessary tests. Productive MD alleges that, by failing to pay Productive MD for “medically necessary” services, Aetna breached its obligations as a payor in the TRPN arrangement. V. Productive MD’s Causes of Action In its Second Amended Complaint, Productive MD asserts the following claims: 1. Breach of the TRPN Agreement with respect to approximately 100 claims for payment; 2. Claims arising under ERISA with respect to 160 claims for payment relating to insurance policies governed by ERISA, including (a) a claim for recovery of medical benefits due under 29 U.S.C. § 1132(a)(1)(B), and (b) a claim for failure to provide a full and fair review under 29 U.S.C. § 1133 and 29 C.F.R. § 2560.503-1; 3. Breach of contract with respect to the underlying insurance plans; 4. Violation of the Tennessee Prompt Pay Act, Tenn.Code Ann. § 56-7-109; 5. Bad faith failure to pay first-party claims in violation of Tenn.Code Ann. § 56-7-105; 6. Unjust enrichment; 7. A right of recovery in quantum me- ' ruit; and 8. Interference with contract and prospective business relations. Productive MD demands a jury trial as to all non-ERISA claims. With respect to the ERISA claims, Productive MD demands actual damages, prejudgment interest, attorney’s fees, and post judgment interest. Productive MD also requests treble damages with respect to the tortious interference claims, injunctive relief prohibiting interference with Productive MD’s contracts and prospective business relations, an order enjoining Aetna from continuing to engage in “wrongful rejection” of Productive MD’s claims, a stay of any pending claims for payment by Productive MD that have not been administratively exhausted, and an evidentiary hearing concerning Aetna’s alleged bias and conflict of interest. VI. Overview of Claims for Payment at Issue Of the 167 claims at issue, 160 relate to insurance plans governed by ERISA (“ERISA-governed claims for payment”), one relates to an insurance plan governed by Medicare (“Medicare-governed claim for payment”), and six others relate to plans that are governed by Tennessee law (“Tennessee-governed claims for payment”). Aetna argues that, with respect to all 167 claims, Productive MD never received a purported assignment in the first place, thereby depriving Productive MD of standing to sue. Aetna also contends that, even if Productive MD’s assignments were otherwise valid, (1) 60 of the 160 ERISAgoverned claims for payment and three of the non-ERISA claims for payment (including two Tennessee-governed claims for payment and the Medicare-governed claim for payment) should be dismissed because the underlying Plans did not permit assignment in the first place, and (2) all but 45 of the claims for payment are not ripe for adjudication- because Productive MD has not exhausted its administrative remedies. In the interest of judicial economy, the court ordered the parties to brief several threshold legal issues, none of which would require the court to conduct a plan-by-plan analysis of the numerous underlying insurance plans. As explained herein, the court finds that, at least at this stage, it is not necessary to address the additional plan-specific issues raised by Aetna. ANALYSIS I. Productive MD’s Standing to Sue Aetna argues that Productive MD lacks standing to sue. The issue of Productive MD’s standing implicates at least three separate inquiries: (1) with respect to all of the claims for payment at issue, could the purported assignment language in the Patient Consent Forms constitute an assignment to Productive MD of the patient’s right to recover benefits under the applicable insurance policy? (2) regardless of whether the underlying insurance policies purported to prohibit assignment, is Aetna estopped from challenging standing with respect to the claims for payment at issue? and (3) regardless of whether Productive MD has standing to recover benefits under the applicable insurance policy as an assignee of the plan participant or beneficiary, does Productive MD independently have standing to sue for breach of contract under the TRPN agreement? A. Assignment Language Aetna argues that the alleged “assignment” language in the Patient Consent Forms did not contain language sufficient to convey an assignment, regardless of the terms of the underlying insurance plan. Resolving this question actually involves three separate inquiries: was the assignment sufficient to confer standing with respect to (1) the ERISA-governed claims for payment, (2) the Medicare-governed claim for payment, and/or (3) the Tennessee-governed claims for payment? 1. Assignments Under ERISA Section 502 of ERISA, 29 U.S.C. § 1132(a), provides that a civil action may be brought under ERISA by a plan “participant,” “beneficiary,” or “fiduciary,” or by the Secretary of Labor. The Sixth Circuit has found that a health care provider “may assert an ERISA claim as a ‘beneficiary’ of an employee benefit plan if it has a received a valid assignment of benefits.” Cromwell v. Equicor-Equitable HCA Corp., 944 F.2d 1272, 1277 (6th Cir.1991) (citing Hermann Hosp. v. MEBA Med. & Benefits Plan, 845 F.2d 1286 (5th Cir.1988)). Here, the “Patient Consent Form” purports to convey to Productive MD the patient’s right to payment of “medical benefits.” The question is whether, subject to the terms of each underlying insurance policy, that language would otherwise be sufficient to support Productive MD’s standing to sue; There is no binding Sixth Circuit authority on this issue. The cases cited by Aetna and Productive MD demonstrate that federal courts have reached inconsistent conclusions about whether assigning the right to payment confers standing. Aetna has identified several unpublished district court cases holding that conveying a right to payment is not sufficient to support standing under ERISA. See, e.g., Touro Infirmary v. Am. Maritime Officer, Civil Action No. 07-1441, 2007 WL 4181506, *5-*6 (E.D.La. Nov. 21, 2007) (where release stated, “I assign and hereby authorize ... direct payment to the Hospital ... of all insurance and health plan benefits otherwise payable to or on behalf of me for this hospitalization or for these outpatient services,” assignment “simply authorizes direct payment to [the provider] and, as an incomplete assignment of benefits, was insufficient to support standing under ERISA”). On the other hand, other courts, including the Eleventh Circuit, have concluded that conveying a right to payment is sufficient to confer standing for purposes of ERISA. See, e.g., Conn. State Dental Ass’n v. Anthem Health Plans, Inc., 591 F.3d 1337, 1352 (11th Cir.2009) (concluding that “assignment of the right to payment is enough to create standing,” because “[a]n assignment to receive payment of benefits necessarily incorporates the right to seék payment. [T]he right to receive benefits would be hollow without such enforcement capabilities”); N. Jersey Brain & Spine Ctr. v. Conn. Gen. Life Ins. Co., No. 10-4260, 2011 WL 4737067, at *5 (D.N.J. June 30, 2011) (following language sufficient to confer standing: “I hereby assign to North Jersey Brain & Spine Center all payments for medical services rendered to myself or my dependents”; court reasoned that “an assignment of a right to reimbursement logically includes the right to judicially enforce the reimbursement rights, and thus, creates a valid assignment under ERISA”). In ascertaining on which side, the Sixth Circuit would fall on this divide, Cromwell suggests that the right to payment is sufficient to support standing. In Cromwell, the plaintiff health care provider filed suit in state court, alleging standing based on an assignment of benefits from the insureds. 944 F.2d at 1275. After the defendant insurer removed the case, the district court denied the provider’s motion to remand, finding that the court retained jurisdiction over the case because the insurance plan at issue was governed by ERISA. Id. at 1275. Later in the case, the district court granted summary judgment to the defendant insurer, finding that the patient actually did not have insurance benefits to convey in the first place because he had already terminated his employment by the time he received care. On appeal, the provider argued that it was inconsistent for the district court to (1) find that jurisdiction was appropriate under ERISA at the outset of the case and (2) at a later stage in the case, reach the issue of standing and find that the provider lacked standing to sue in the first place. In determining whether the district court appropriately found that it had jurisdiction in denying the motion to remand, the Sixth Circuit analyzed whether the original complaint allegations, taken as true, established that the providers were suing the insurer pursuant to a valid patient assignment. See id. at 1277-78. The relevant provision, entitled “Assignment of Insurance Benefits,” authorized “[p]ayment directly to ... [appellants] of any and all sums of money otherwise payable to me under the terms of the home health provisions of said group policy or contract.” Id. at 1275. The Sixth Circuit found that the complaint allegations had sufficiently established standing at the time of removal: Appellants’ complaint also indicated that they had standing to bring the ERISA claim. A health care provider may assert an ERISA claim as a “beneficiary” of an employee benefit plan if it has received a valid assignment of benefits. Hermann Hospital v. MEBA Med. & Benefits Plan, 845 F.2d 1286 (5th Cir.1988). Appellants alleged that they received a valid assignment of benefits. If the assignment of benefits did actually convey rights under the plan, appellants clearly would have had standing to sue under ERISA. There was nothing in appellants’ complaint indicating that the assignment of benefits was invalid or ineffective. To the contrary, appelfonts repeatedly relied on the assignment of benefits and their rights “standing in the shoes” of the Reinkes vis-a-vis the health insurance contract. ... \N]othing in appellants’ allegations at the time of the petition for removal could have alerted the district court that standing would even be at issue in the case. Appellants clearly claimed to be entitled to benefits due them from the [underlying insurance] plan as beneficiaries by virtue of the assignment of benefits clause. Thus, appellants have alleged standing sufficient to support removal. 944 F.2d at 1277-78 (emphases added). In sum, the Sixth Circuit found that, for purposes of standing, the assignment of benefits language authorizing “payment directly to” the medical providers was sufficient to confer standing. Here, particularly in light of Cromwell, the court is persuaded that the language at issue was sufficient to constitute an assignment to Productive MD of the patient’s right to recover payments under the patient’s insurance plan. Aetna has not explained what “the payment of medical benefits ... for services rendered” could mean, other than putting Productive MD in charge of collecting medical insurance benefits from the applicable insurer. Indeed, this language is generally consistent with the language in Cromwell, which authorized “payment” of money to which the patient otherwise would have been entitled under a “group policy or contract.” The court is not persuaded that the title of the assignment clause in Cromwell, which was on a form entitled “Assignment of Insurance Benefits,” provides a meaningful distinction here. In the context of determining standing by assignment under ERISA, the relevant language can constitute an assignment even without the word “assignment.” See, e.g., Dallas Cnty., 2006 WL 680473, at *4 (finding valid assignment, where form did not contain word “assignment”); see also Am.Jur.2d Assignments § 116 (“Use of the word ‘assign’ or ‘assignment’ is not essential to effect a valid assignment, so the parties’ failure to use the word ‘assignment’ is not fatal to the conclusion that they intended an assignment.”) The court is also persuaded by the reasoning of the Eleventh Circuit and numerous district court decisions holding that assigning the right to payment to a medical provider is sufficient to support standing under ERISA. See, e.g., Conn. State Dental Ass’n, 591 F.3d at 1352; N. Jersey Brain & Spine Ctr., 2011 WL 4737067, at *5; Wayne Surgical, 2007 WL 2416428, at *4; Encompass Office Solutions, Inc. v. Ingenix, Inc., 775 F.Supp.2d 938, 948-49 (E.D.Tex.2011) (assignment of right to payment of benefits was sufficient to support standing, even where form did not reference assignment of right to sue); Spring E.R., LLC v. Aetna Life Ins. Co., Civil Action No. H-09-2001, 2010 WL 598748, at *4 (S.D.Tex. Feb. 17, 2010) (even where plaintiff did not utilize an assignment form, assignment effective based on representation to insurer that provider possessed a signed form “authorizing the third party insurer to pay the provider directly for his services”). Here, Aetna’s legal position elevates form over function. Productive MD performed medical services on patients without demanding up-front payment from the patients for the services rendered. Before performing that service, Productive MD had the patients sign a form conveying to Productive MD the right to recover health insurance payments to which the patients were otherwise entitled. The alleged circumstances do not indicate that the patients signed the form with the understanding that, if Aetna did not pay Productive MD benefits to which the patient was otherwise entitled under the patient’s plan, Productive MD would sue the patient for the balance. Indeed, Productive MD does not allege that it has ever pursued any of the 167 patients at issue for the unpaid balances at issue, which relate to claims that span nearly three years of testing. Moreover, the SAC contains no allegation that any of the 167 patients attempted to pursue claims for payment related to the underlying testing, which the court reasonably construes as reflecting each patient’s understanding that he or she had assigned the right to recover insurance benefits to Productive MD. Also, it is not lost on the court that, in all 167 instances, Aetna treated Productive MD’s patient assignment as valid. Thus, for the entire time period at issue, it appears that the 167 patients, Productive MD, and Aetna all believed that the assignment language in the Patient Consent Form constituted a valid assignment for ERISA purposes, and all treated it as such. In this arrangement, Productive MD performed medically necessary services on patients without demanding payment up front, and Productive MD assumed both the responsibility to pursue the claims for payment — with its attendant esoteric administrative claim procedures and administrative appeals procedures — and the risk that the Aetna would pay for the sendees only in part or not at all. Taken in this context, it would make little sense for the court to conclude that (1) the patients are the real parties in interest relative to Aetna, and (2) the patients remain liable to Productive MD in the first instance for the unpaid services. Indeed, it would seem manifestly unjust to drag into this litigation all 167 patients, who would then need to sue Aetna for the unpaid balances so as to avoid paying Productive MD out of their own pockets. In sum, the court finds that Aetna’s legal position concerning assignment— which strikes the court as an ad hoc position developed only for purposes of this litigation — is without merit. 2. The Assignment Under Medicare Individuals insured by Medicaid routinely assign their right to collect benefits to health care providers. See, e.g., Vencor, Inc. v. Std. Life & Accident Ins. Co., 317 F.3d 629, 631-32 (6th Cir.2003). Here, Aetna appears to assume that Tennessee law governs the issue of assignment (see Docket No. 146, at p. 4, Section B.l (arguing that the seven non-ERISA claims for payment were “not assignments under Tennessee law”)), an approach that Productive MD has not disputed. Therefore, for purposes of this opinion, the court will consider the validity of the Medicare assignment under the Tennessee law standard. 3. The Assignments Governed by Tennessee Law In Tennessee, “[t]he word assignment refers to the act by which an assignor transfers a contract right to an assignee.” Collier v. Greenbrier Developers, LLC, 358 S.W.3d 195, 201-202 (Tenn.Ct.App.2009) (quoting Farnsworth, Contracts § 11.3, p. 709 (3d ed. 1999)). To make an effective assignment of a contract right, the owner of that right must manifest an intention to make a present transfer of the right without further action by the owner or by the obligor. Id. Whether the owner of a right has manifested such an intention depends on both the words used and the parties’ conduct. Id. As with other contracts, language used in an assignment “must be taken and understood in its plain, ordinary, and popular sense.” One Commerce Sq., LLC v. AUSA Life Ins. Co., Inc., No. W2003-02956-COA-R3-CV, 2004 WL 2086324, at *3 (Tenn.Ct.App. Sept. 8, 2004) (citing Bob Pearsall Motors, Inc. v. Regal Chrysler-Plymouth, Inc., 521 S.W.2d 578 (Tenn.1975)). Thus, the words expressing the parties’ intentions should be given their usual, natural, and ordinary meaning. Id. (citing Ballard v. N. Am. Life & Casualty Co., 667 S.W.2d 79 (Tenn.Ct.App.1983)). Aetna argues that, aside from the alleged assignment language, Productive MD has not pled any other facts or circumstances suggesting that the relevant patients were given additional information or explanation about any potential transfer of their legal rights to Productive MD. Aetna also argues that the following sentence in the Patient Consent Form renders the assignment invalid under Tennessee law: “I also request payment of government benefits either to myself or to Productive MD.” Neither party has cited to any Tennessee authority concerning an assignment of benefits as between a patient and a health care provider, nor has the court identified any such case through its own research. Thus, this appears to be an issue of first impression under Tennessee law. Under the factual circumstances alleged, the court construes the assignment as valid both with respect to the Tennessee-governed claims and with respect to the Medicare-governed claim. As discussed in the previous section concerning the ERISA-governed claims, in the context of a patient-provider relationship, patients routinely convey the right to payment to their medical provider with the understanding that the provider will pursue the claim for benefits under the applicable insurance policy. There is no indication in the SAC that Productive MD pursued its patients for reimbursement after receiving claim denials by Aetna, or that the patients signed the Patient Consent Forms with any expectation that Productive MD could sue them if Productive MD did not receive full reimbursement from Aetna. With respect to the government benefits clause, the court construes it as a contingent assignment that turned on whether the patient or Productive MD pursued the claim for payment for services rendered by Productive MD. In this case, Productive MD pursued the claim for benefits under Medicare, thereby electing to act as assignee and, therefore, also assuming the risk of non-payment by Aetna for services that Productive MD performed without demanding payment in advance. Accordingly, the court finds that the assignments were valid with respect to the Tennessee-governed claims for payment and the Medicare-governed claim for payment. B. Waiver and Estoppel Productive MD argues that Aetna has either waived or is estopped from contesting Productive MD’s right to sue under the assignments. Thus, Productive MD argues that, regardless of the assignment language and/or whether the underlying plan permitted assignment, Aetna cannot now challenge the assignments. Although Productive MD at times elides the two concepts, waiver and estoppel are distinct concepts that the court will consider separately. The court must also distinguish among the ERISA-governed, Medicare-governed, and Tennessee-governed claims for payment as to each doctrine. 1. Estoppel with Respect to ERISAGoverned Claims The application of the estoppel doctrine requires a close analysis of Sixth Circuit precedent, particularly Sprague v. Gen. Motors Corp., 133 F.3d 388 (6th Cir.1998) and Riverview Health Institute LLC v. Med. Mutual of Ohio, 601 F.3d 505 (6th Cir.2010). a. Sprague Sprague involved a lawsuit between certain General Motors retirees and General Motors, which had provided the retirees with medical benefits upon their retirement. 133 F.3d at 392-93. The underlying retirement plans and numerous formal communications from General Motors informed the retirees that General Motors specifically reserved the right to amend, change, or terminate the retirement plans at any time. Id. at 393-94. Pursuant to this express reservation, General Motors materially reduced the retirees’ health insurance benefit plans in 1987. Id. at 395. The retirees sued, arguing that General Motors had orally and/or through informal communications told the retirees that their health care benefits had vested, notwithstanding the underlying policy terms. Id. at 395. The retirees argued, inter alia, that (1) General Motors’ representations amended the underlying health care insurance plans; or, in the alternative, (2) General Motors was estopped from enforcing the written plan terms because of its misleading informal representations about the plan terms. Id. at 399-404. The Sixth Circuit rejected both arguments. First, the court found that “the clear terms of a written employee benefit plan may not be modified or superseded by oral undertakings on the part of the employer.” Id. at 403. The court emphasized that ERISA requires that every plan must be reduced to writing, thereby ensuring “that every employee may, on examining the plan documents, determine exactly what his rights and obligations are under the plan.” Id. at 403. Accordingly, the court held that alleged oral statements by General Motors did not modify or supplant the underlying unambiguous plan terms, which expressly stated that the retirees’ benefits were not vested. Id. at 403. Similarly, the court found that written “statements of acceptance,” which did not purport to be plan amendments, did not alter the underlying plan documents. Id. The court emphasized that, “[f]or us to sanction informal ‘plans’ or plan ‘amendments’ — whether oral or written — would leave the law of employee benefits in a state of uncertainty and would create disincentives for employers to offer benefits in the first place.” Id. The plaintiffs in Sprague also argued, in the alternative, that General Motors should be estopped from enforcing the unambiguous plan terms because it had misrepresented those terms through the informal oral and written statements. The court stated that “equitable estoppel may be a viable theory in ERISA cases, at least in regard to welfare plans,” id., provided that the following elements are met: (1) there must be conduct or language that amounts to a representation of material fact; (2) the party to be estopped must be aware of the true facts; (3) the party to be estopped must have the intent that the representation be acted on or the party seeking estoppel, must reasonably believe that the party to be estopped so intends; (4) the party asserting the estoppel must be unaware of the true facts; and (5) the party seeking estoppel must reasonably or justifiably rely on the representation to his detriment. Id. at 403. Addressing whether the retirees could have reasonably relied on informal representations that conflicted with the express terms of the plan documents to which those retirees were privy, the court reasoned as follows: Principles of estoppel, however, cannot be applied to vary the terms of unambiguous plan documents; estoppel can only be invoked in the context of ambiguous plan provisions. There are at least two reasons for this. First, as we have seen, estoppel requires reasonable or justifiable reliance by the party asserting the estoppel. That party’s reliance can seldom, if ever, be reasonable or justifiable if it is inconsistent with the clear and unambiguous terms of plan documents available to or furnished to the party. Second, to allow estoppel to override the clear terms of plan documents would be to enforce something other than the plan documents themselves. That would not be consistent with ERISA. Id. at 404 (emphasis added). The court found that the estoppel claims failed as a matter of law, reasoning as follows: As we have said, GM’s plan and most of the summary plan descriptions issued to the plaintiffs over the years unambiguously reserved to GM the right to amend or terminate the plan. In the face of GM’s clearly stated right to amend — a right contained in the plan to which the plaintiffs had access and in many of the summaries they were given — reliance on statements allegedly suggesting the contrary was not, and could not be, reasonable or justifiable, especially when GM never told the plaintiffs that their benefits were vested or fully paid-up. Id. at 404 (emphases added). -As this court construes Sprague’s estoppel discussion, the court’s holding turned on the fact that the retirees possessed or had a right to access the underlying plan documents. Because the terms of the plan unambiguously established that the benefits were not vested, there was no reasonable way that the retirees could have relied on oral and/or informal written communications intimating otherwise. On the other hand, if the documents had been ambiguous on this point, the court suggested that the retirees could have relied on the employer’s representations as essentially clarifying the ambiguous plan terms. Taken in context, the ambiguity requirement set forth in Sprague applies when an entity possesses or legally has access to the underlying plan terms. Notably, Sprague did not concern the relationship between plan participants/beneficiaries and their medical providers; therefore, the case necessarily did not address any issues concerning assignment or the application of the estoppel doctrine to parties not privy to the underlying plan terms — such as a medical provider acting pursuant to an assignment. b. Riverview Health Riverview Health' referenced the Sprague estoppel doctrine in a peculiar procedural posture and involved what appears to be a misinterpretation of Sprague by the plaintiffs in the case. In Riverview Health, the plaintiff health care providers, acting pursuant to patient assignments, had requested and received payment from the defendant insurer, Medical Mutual, for several years. 601 F.3d at 510. After identifying billing discrepancies and inaccuracies in the providers’ billing requests, Medical Mutual informed the providers that it would no longer pay the claims and that it sought to recoup nearly $800,000 in past payments to the providers. Id. The providers then sued Medical Mutual, alleging RICO claims, claims for denial of benefits under ERISA, and state-based .fraud and tortious interference claims — none of which relied upon an assignment' from the underlying patients. Id. at 511. The district court dismissed the RICO claims with prejudice and declined to exercise supplemental jurisdiction over the state law claims. Id. at 511-12. After judgment, - the providers sought leave to amend under Rule 15 to add an estoppel claim, arguing that they were assignees of their patients’ claims and that Medical Mutual was estopped from contesting the assignments. Id. at 512, 519. In response, Medical Mutual presented evidence that each insurance policy at issue contained an anti-assignment provision that barred the providers from receiving a valid assignment. Id. at 520. The providers argued that “repeated payment” by Medical Mutual amounted to a representation that the assignments were acceptable, notwithstanding the terms of the underlying policies. Id. at 520. The providers also argued that the anti-assignment provision was invalid because Medical Mutual had “failed to provide documentation of the anti-assignment provision to its insureds.” Id. at 521 (emphasis added). In support of this argument, the plaintiffs introduced affidavits from eight patients who claimed that Medical Mutual never told them about the anti-assignment clause. Id. at 521-22. The plaintiffs in Riverview appear to have rested their case on the notion that Sprague required health insurers to inform insureds or health care providers of assignment restrictions, and that Medical Mutual had violated that duty by failing to inform its insureds of the anti-assignment clause. The plaintiffs identified no legal authority (other than their misinterpretation of Sprague) indicating that Medical Mutual had a duty to disclose the anti-assignment clause to them at any point. As this court construes Riverview, the medical providers seem to have adopted the position that they stood in the shoes of the insureds as to both the right to recover benefits and the right to access the underlying plan documents. Of course, Sprague, which did not involve the issue of patient assignments to medical providers in the first place, did not address an insurer’s duty relative to an assignee medical provider, let alone impose any obligations in that regard. Furthermore, as the parties in this case acknowledge, even after a patient conveys to a medical provider the right to recover medical insurance benefits from the insurer, the patient — not the medical provider — retains the right to access the plan terms from the plan administrator under ERISA. (See Docket No. 109, Aetna Mem., at pp. 18-19 (stating that Productive MD lacks standing to assert a claim for failure to provide plan documents).) Unsurprisingly, the Sixth Circuit rejected the plaintiffs’ arguments. The Sixth Circuit correctly observed that Sprague did not independently establish any duty of disclosure on the part of the insurer: “We do not think Sprague supports Plaintiffs’ argument. Sprague merely says that a party’s reliance can rarely, if ever, be reasonable or justifiable if such reliance is ‘inconsistent with the clear and unambiguous terms of plan documents available to or furnished, to the party. ’ No language in Sprague suggests that an insurer has an affirmative duty to make health care providers or its insured aware of this kind of language.” Riverview, 601 F.3d at 522 (quoting Sprague, 133 F.3d at 404) (emphasis in original). Thus, the fact that Medical Mutual had not provided information to its insureds beyond the express terms of the underlying policy, which the patients could have accessed at any time, was immaterial and insufficient to establish a reasonable reliance interest for estoppel purposes. Furthermore, the medical providers “offered no evidence that Medical Mutual failed to either furnish its insureds a copy of the documents containing the anti-assignment provision or make such documents available to them, [i.e., the insureds].” Id. at 522 (emphasis added). Ultimately, the Sixth Circuit found that, “[b]ecause the . plaintiffs have failed to argue that the language of the anti-assignment provision is ambiguous and have offered no evidence that Medical Mutual’s insureds were deprived of access to the documents containing the anti-assignment clause, Plaintiffs’ argument fails.” Id. (emphases added) Given the obvious flaws in the plaintiffs’ arguments in Riverview, the court does not construe Riverview as expanding the reasoning on which Sprague was premised: namely, when plan documents are legally available to or furnished to a party, that party cannot reasonably rely on representations that conflict with unambiguous plan terms. See also Laird v. Norton Healthcare, Inc., 442 Fed.Appx. 194, 202 (6th Cir.2011) (insurance administrator not es-topped from enforcing time limitation on long-term disability benefits against insured employee, where employee argued that employer’s staff member informally told employee to wait to file claim). This court does not construe Riverview as globally precluding the application of the estoppel doctrine to medical providers acting as assignees, provided that the providers demonstrate an appropriate basis for reasonable reliance. Riverview merely established that (1) relying on an insurer’s failure to affirmatively inform its insureds of unambiguous plan terms did not, standing alone, independently provide a basis on which the assignee, standing in the shoes of the insured, could claim a reasonable reliance interest on representations to the contrary; and (2) Sprague did not independently establish any duty of disclosure by the insurer. c. Application Here, the alleged circumstances and legal arguments are materially different from those at issue in Riverview. These differences are crucial and justify Productive MD’s reliance interest for estoppel purposes. First, unlike the plaintiffs in Riverview, Productive MD argues that ERISA does impose a legal duty on Aetna to disclose the anti-assignment clause during Aetna’s claims administration process. Under 29 C.F.R. § 2560.503 — 1(g)(1), a claims administrator must “provide a claimant with written or electronic notification of any adverse benefit determination.” That notification must set forth “(i) [t]he specific reason or reasons for the adverse determination; (ii) reference to the specific plan provisions on which the determination is based; [and] (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary----” Id. § 2560.503 — l(g)(l)(i)-(iii) (emphasis added). Productive MD argues that challenging the validity of assignment under the plan terms constitutes a basis for an “adverse benefit determination,” which this ERISA provision obligated Aetna to disclose to Productive MD in the claims administration process. Productive MD points out that § 503 — 1—(g)(1) requires an insurer to reference specific plan provisions for any adverse benefit determination, which necessarily requires the insurer to consult and apply the plan terms in the claims administration process. Finally, Productive MD points out that the provision requires the insurer to notify the assignee how it can “perfect the claim” — ie., how to cure any alleged deficiencies in the claim. The plaintiffs in Riverview did not raise this argument, which does not depend on any alleged failure by Aetna to inform its own insureds of the assignment restrictions. Aetna’s Reply brief does not address § 503 — 1(g)(1), let alone offer a competing interpretation of its provisions. In addition to this new legal argument, the alleged factual circumstances here present a much more compelling case for the application of the estoppel doctrine than the circumstances at issue in River-view. This case involves hundreds of instances in which Aetna, in multiple ways across at least an eight-year period, recognized the validity of Productive MD’s assignments or, at a minimum, led Productive MD reasonably to believe that the assignments were valid. Here, in 167 instances, Aetna was on notice that Productive MD sought payment pursuant to a patient assignment, Productive MD was not privy to and had no legal right to access the underlying plan terms, Aetna possessed the underlying plans (and therefore knew their terms), Aetna denied Productive MD’s technical component claims in whole or in part (purportedly) based on Aetna’s interpretation and application of the plan terms — for reasons other than validity of assignment— and, relative to the same underlying tests based on the same insurance plans, Aetna paid the physicians who sought payment for the professional component pursuant to assignments from the same patients. Productive MD reasonably believed that, under ERISA’s adverse benefit determination requirements, Aetna was obligated to challenge assignment in the claims administration process and, if so, to identify plan terms that foreclosed the patient assignment. Aetna’s payments to the physicians in all instances — even with respect to policies that Aetna now asserts restricted or prohibited assignment — led Productive MD to believe that its assignments to recover benefits on behalf of its patients were valid both generally and with respect to the underlying insurance plans. Furthermore, for a period of time through 2005, Aetna regularly paid Productive MD’s claims made pursuant to patient assignments. In 2009, the parties settled Productive MD’s outstanding claims for payment — from which the court infers that, at that time, Aetna similarly did not challenge Productive MD’s right to recover on behalf of patients pursuant to patient assignments. Thus, for at least eight years, including the three-year period covering all disputed claims at issue in this case, Aetna consistently led Productive MD to believe that its patient assignments were valid both generally and under the underlying insurance plans. In reasonable reliance on Aetna’s conduct, Productive MD continued to perform medical services at the request of treating physicians without demanding advance payment from the patients. Aetna’s conduct led Productive MD to believe that any disputes with Aetna would concern issues such as whether the tests were, for example, medically necessary and otherwise covered by the insurance plans, but not whether Productive MD had procured a valid assignment. Aetna had full information and every opportunity to raise the assignment issue before this litigation, but never did so. Had Aetna challenged Productive MD’s assignments at any stage — either generally or under specific plan term purporting to restrict or prohibit assignment — Productive MD might have acted differently in at least three different ways. First, if Aetna contested the language of the assignments generally, Productive MD could have ceased using that form in favor of a form containing language acceptable to Aetna. Because Aetna never raised the issue, Productive MD continued to perform “free” services on patients pursuant to that assignment language, with the assumption that Aetna would continue to pay medically necessary claims that were otherwise reimbursable under the applicable insurance policies. Second, to the extent particular policies legally restricted assignment, Productive MD could have sought to cure the deficiency by complying with the restrictions either retroactively or prospectively — such as by ensuring that future patients gave the requisite notice to Aetna, where required. Aetna repeatedly processed claims by Productive MD related to such policies, but never alerted Productive MD that any underlying plans imposed assignment restrictions — alleged deficiencies that Productive MD could have sought to cure going forward. Third, if Aetna had challenged Productive MD’s claims for payment on the grounds that an underlying policy prohibited assignment, Productive MD would have been on notice not to perform tests -without having the patients first confirm that they could assign their rights to Productive MD — at least to the extent such a prohibition was legal. These circumstances satisfy the five-factor test for equitable estoppel set forth in Sprague: (1) Aetna’s conduct plausibly amounted to a representation that Productive MD’s patient assignments were acceptable both generally and under the specific plan terms; (2) Aetna, in purporting to administer the underlying policies, was presumptively aware of the underlying policy terms; (3) Productive MD reasonably construed Aetna as indicating that Productive MD could continue to receive payment from Aetna for any medically necessary tests covered by the applicable insurance plan; (4) to the extent that any policies restricted or prohibited assignment, Productive MD was not aware — either actually or constructively — of the underlying plan terms; and (5) Productive MD reasonably relied upon Aetna’s conduct to its potential detriment in performing tests without demanding payment up front or requiring its patients to inquire about their right to assign before receiving tests. Finding that estoppel applies against enforcement of an anti-assignment clause is not unprecedented. In Hermann Hosp. v. MEBA Med. & Benefits Plan, 959 F.2d 569, 574 (5th Cir.1992) (“Hermann II”), the - beneficiary of an ERISA-governed plan received cancer treatment from the Hermann Hospital for approximately six months until her death. Id. at 571. She executed an assignment of her rights to payment to Hermann. Id. During those six months, Hermann attempted to receive payment from the claims administrator, which kept postponing payment, asserting that it was “investigating” the claim. Id. at 574. Three years after the underlying beneficiary’s death, Hermann sued the administrator. Id. In the litigation, the administrator for the first time argued that an anti-assignment clause in the underlying plan deprived Hermann of standing to sue. Id. As Aetna does here, the administrator argued, that the “assignment” was merely an authorization to pay benefits to Hermann, not a conveyance of the right to sue. Id. Under the circumstances presented, the Fifth Circuit held that the administrator was estopped from asserting the anti-assignment clause. Id. The court observed that “the anti-assignment clause was contained in the documentation establishing the Plan” but noted that “Hermann, which was not privy to the Plan, had no opportunity to review that documentation.” Id. The court stated that “[i]t was MEBA’s responsibility to notify Hermann of that clause if it intended to avoid any attempted assignments.” Id. Furthermore, “[i]t had to be clear to MEBA that Hermann, in admitting and providing services to Mrs. Nicholas, was relying on that assignment as its entitlement to recover payment for those Plan benefits that Hermann furnished to Mrs. Nicholas.” Id. Accordingly, “it was unreasonable for Hermann to lie behind the log for three years without once asserting the anti-assignment clause, of which Hermann had no knowledge, while duplicitously dragging out the ongoing negotiations to liquidate the claim.” Id) District courts within the Sixth Circuit have cited Hermann II favorably on the issue of estoppel. See Univ. of Tenn. William F. Bowld Hosp. v. Wal-Mart Stores, Inc., 951 F.Supp. 724, 731 (W.D.Tenn.1996) (denying summary judgment and permitting plaintiff to pursue theory that defendant was equitably estopped from asserting anti-assignment clause); Spectrum Health v. Valley Truck Parts, No. 1:07-CV-1091, 2008 WL 2246048, at *4 n. 4 (W.D.Mich. May 30, 2008) (stating that, “[e]ven if the court were to conclude that Spectrum did not obtain a valid assignment from Clark, the Court would nonetheless conclude that Defendants are. estopped from raising the issue of Spectrum’s right or authorization to pursue a claim for payment of benefits,” where claim administrator “dealt with Spectrum for well over a year and a half without asserting that Spectrum lacked authority”); see also Leggette v. B.V. Hedrick Gravel & Sand Co., Civil No. 3:04CV530-H, 2006 WL 6809606, at *7 (W.D.N.C. May 24, 2006) (citing Hermann II for proposition that, “where an ERISA plan initially ratifies an assignment by making medical benefits payments directly to the assignee, and only objects to the assignment when a coverage dispute results in litigation, even a clear anti-assignment provision is unenforceable,” and the provider has standing as assignee). Here, Aetna similarly strung Productive MD along by paying some claims (most claims through 2005, fewer through 2008, and very few thereafter), denying some claims, settling others, and permitting Productive MD to pursue the claims through the administrative remedial process for at least several years. This case presents even more compelling circumstances than those at issue in Hermann II and the other district courts cases applying the estoppel doctrine, because Productive MD’s reliance interest was premised on hundreds of claims spread across several years, and because Aetna paid one set of medical providers (the physicians) under assignments relative to the same underlying policies that Aetna now claims restricted or prohibited assignment in the first place. Aetna had every opportunity to challenge Productive MD’s assignments, was under a legal obligation to disclose any basis for denying the claims submitted, and, relative to the underlying policy terms, possessed complete information. Nevertheless, it “lay behind the log” until this litigation. In sum, the court finds that Productive MD has adequately alleged circumstances under which Aetna is equitably estopped from contesting assignment with respect to the 160 ERISA-governed claims at issue in this case. 2. Waiver as to ERISAGoverned Claims The parties argue as to whether and how the doctrine of waiver could apply here. Although the parties at times elide the concepts of waiver and estoppel, the concepts are related but distinct. A waiver is the voluntary surrender or relinquishment of some known right, benefit, or advantage, whereas estoppel is the inhibition to assert it. See 28 Am.Jur.2d Estoppel & Waiver § 35 (database updated Aug. 2013). Aetna argues that the doctrine of waiver should only apply where plan terms are ambiguous. However, in support of this position, Aetna cites only to Sixth Circuit authority holding that, under the doctrine of estoppel, a court cannot vary the unambiguous terms of ERISA plan documents, at least where the party seeking estoppel was privy to the plan terms. See Smiljanich v. GMC, 302 Fed.Appx. 443, 448 (6th Cir.2008); Sprague, 133 F.3d at 404; Laird, 442 Fed.Appx. 194, 201 (6th Cir.2011); see also Tendercare (Mich.) Inc. v. Dana Corp., No. 02-72263, 2002 WL 31545992, at *4 (E.D.Mich. Oct. 18, 2002). For its part, Productive MD contends that “[flederal common law on waiver applies state contract law” and argues that Tennessee law demonstrates waiver by Aetna. (See Docket No. 141 at p. 20.) However, its only authority for the position that state contract law applies to this issue is an unpublished District of New Jersey decision that applied New Jersey law in a similar context, without explaining why it did so. See Gregory Surgical Servs., LLC v. Horizon Blue Cross Blue Shield of New Jersey,