In re: Zelis Repricing Antitrust Litigation

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
_______________________________________
)
IN RE: ZELIS REPRICING ANTITRUST 	)
LITIGATION, 	) 	Lead Action Civil Action No.
) 	25- 10734-BEM
)
This Document Relates To: 	) 	Consolidated with Case Nos.:
) 	25-11092-BEM
All Actions 	) 	25-11167-BEM
) 	25-11537-BEM
)
_______________________________________)
MEMORANDUM AND ORDER ON
DEFENDANTS’ MOTIONS TO COMPEL ARBITRATION
MURPHY, J.
Plaintiffs brought this action alleging an antitrust conspiracy between Defendants, who are
accused of using “repricing” technology solutions to recommend reimbursement amounts for
certain “out of network” services offered by providers, resulting in suppressed payments to
healthcare providers. Now before the Court are certain Defendants’ motions to compel arbitration
with certain Plaintiffs under arbitration clauses in their provider agreements. 	For the reasons
below, the Court will grant all three motions to compel arbitration.
I. 	Background
A. 	Factual Background
The following facts are drawn from Plaintiffs’ amended and consolidated complaint,
Dkt. 39 (“Complaint” or “Compl.”) and are accepted as true for purposes of resolving the motions
to compel arbitration.1
1 The amended and consolidated complaint is 158 pages and consists of over 400 paragraphs. 	See Dkt. 39.
Accordingly, the Court provides only an abbreviated overview here, with additional facts included in the analysis as
needed.
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1. 	The Parties
a. 	Plaintiffs
Plaintiffs in the consolidated action are Pacific Inpatient Medical Group, Inc. (“PIMG”);
Dennis C. Ayer, DDS, LLC (“Ayer”); Frank J. Scaccia, M.D., F.A.C.S., L.L.C. (“Scaccia”); James
Paul Allen DDS d/b/a/ Allen Dental; Danny Bachoua Chiropractic, APC (“DBC”); and Smile Line,
LLC.
Only four of the above plaintiffs are subject to the pending motions to compel arbitration:
PIMG, Ayer, Scaccia, and DBF. 	Based in California, PIMG is a team of approximately 100
doctors and healthcare professionals who practice general medical care, specialty consultation,
surgical co-management, and related services in internal medicine, geriatrics, palliative care, and
infectious diseases in hospitals, skilled nursing homes, and an ambulatory clinic. 	Compl. ¶ 25.
Ayer provides general dentistry services, emergency dentistry, and a comprehensive suite of oral
healthcare services in Kansas. Id. ¶ 26. Scaccia is a solo otolaryngologist, whose practice includes
medical and surgical management of conditions affecting the ears, nose, throat, and sinuses, in
New Jersey. 	Id. ¶ 27. 	DBC provides chiropractic treatment to patients in California, including
DTS spinal therapy, traction therapy, trigger point therapy, PNF stretching, and myofascial release.
Id. ¶ 29.
b. 	Defendants
Defendants in the consolidated action are Zelis Healthcare, LLC (“Zelis Healthcare”); Zelis
Claims Integrity, LLC (“Zelis Claims”); Zelis Network Solutions, LLC (“Zelis Network”)
(collectively, with Zelis Healthcare and Zelis Claims, “Zelis”); Aetna, Inc. (“Aetna”); The Cigna
Group (“Cigna”); The Elevance Health Companies, Inc. (“Elevance”); Humana Inc. (“Humana”);
and UnitedHealth Group, Inc. (“United”) (collectively with Aetna, Cigna, Elevance, and Humana,
the “Commercial Payer Defendants”).
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Three Defendants have moved to compel arbitration: Aetna, Elevance, and United. Aetna
is one of the largest U.S. commercial health insurance payors, with a commercial insurance
network that pays claims for both in-network and out of network (“OON”) care from healthcare
providers nationwide. Id. ¶ 34. Elevance operates a nationwide network of healthcare providers,
through which it offers various plans that issue insurance or provide administrative services for
both in-network and OON claims. 	Id. ¶ 36. 	United is the largest U.S. healthcare insurance
company, with a nationwide network of providers who operate through various plans that issue
insurance or provide administrative services for both in-network and OON care. Id. ¶ 38.
2. 	Allegations in the Complaint
At a high level, Plaintiffs allege in a putative class action that Zelis and the Commercial
Payer Defendants have conspired to adjust OON payment rates to healthcare service providers
downward in violation of federal antitrust laws. Compl. ¶¶ 1, 8, 13–16. Specifically, Plaintiffs
allege that the Commercial Payer Defendants’ use of Zelis’s repricing products and services in
connection with reimbursement of OON medical care constitutes a conspiracy in violation of
section 1 of the Sherman Act. Id. ¶¶ 7–10, 17, 384–402.
3. 	Provider Agreements
a. 	United
United, through various corporate subsidiaries, entered into provider agreements with
Ayer, PIMG, and Scaccia. See generally Dkt 106-1 at 5–8 [hereinafter “Ayer Agreement”]; id. at
10–13 [hereinafter “PIMG Agreement”]; id. at 15–18 [hereinafter “Scaccia Agreement”].2
Generally, each agreement governs the relationship between the parties, including the medical
2 As United filed all of the contracts on the docket together, rather than as separate attachments, the Court
cites to the contract’s internal pagination.
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services covered, payment and processing of claims, duties of the medical group, duties of the
insurer or payer, dispute resolution processes, and procedures for terminating the agreement. See
generally Ayer Agreement; PIMG Agreement; Scaccia Agreement.
Ayer’s agreement, signed by Ayer’s representative on November 29, 2018, requires that
disputes be submitted to “binding arbitration in accordance with the Commercial Dispute
Procedures of the American Arbitration Association [(“AAA”)], as they may be amended from
time to time.” Ayer Agreement at 6, 10. Disputes under the agreement include “disputes about
[Ayer’s and United’s] business relationship, including, but not limited to, all questions of
arbitrability, the validity, scope or termination of this Agreement or any term thereof.” Id. at 6.
PIMG’s agreement, signed by PIMG’s representative on June 20, 2021, requires that “all”
disputes be submitted “to binding arbitration in accordance with the Commercial Dispute
Procedures of the American Arbitration Association within one year.” PIMG Agreement at 7, 9
(citations omitted).
Scaccia’s agreement, signed by Scaccia’s representative on June 22, 2020, requires that
disputes be submitted “to binding arbitration conducted by the American Arbitration Association.”
Scaccia Agreement at 5, 8. 	Disputes are defined as “any and all disputes between” the parties,
including about “the existence, validity, scope or termination of this Agreement or any term
thereof, and all question of arbitrability.” Id. at 5.
b. 	Elevance
On July 14, 2010, Dr. Bachoua signed two chiropractic provider services agreements with
American Specialty Health (“ASH”) on behalf of Bachoua Chiropractic, one with ASH Plans of
California, Inc., see generally Dkts. 111-1, 111-3, and one with ASH Networks of California, Inc.,
see generally Dkts. 111-2, 111-3. ASH is a provider services network and plan that contracts with
Anthem Blue Cross of California (“BCCA”), a subsidiary company of Elevance. Dkt. 111 ¶¶ 3,
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5. These agreements generally govern the relationship between the parties, including the medical
services covered, payment and processing of claims, duties of the medical group, duties of the
insurer or payer, dispute resolution processes, and procedures for terminating the agreement. See
generally Dkts. 111-1, 111-2. The agreements also each contain a clause that requires arbitration
of “any dispute” with payors that contract with ASH. Dkt. 111-1 §§ 18.01.1, 18.01.3; Dkt. 111-2
§§ 18.01.1, 18.01.3. ASH entered into a vendor agreement with BCCA to make BCCA a payor.
See generally Dkt. 111-4. The agreements incorporate the Commercial Arbitration Rules of the
National Arbitration Forum (“NAF”) into the arbitration provision. 	Dkt. 111-1 § 18.01.3;
Dkt. 111-2 § 18.01.3.
On April 24, 2015, Dr. Bouchoua signed a chiropractic practitioner services agreement
between ASH Plans of California, Inc. and DBC. 	Dkt. 158-2 at 2. This agreement had similar
terms to the 2010 contract. 	Compare Dkt. 111-1, with Dkt. 158-1. 	This agreement contains a
clause that requires arbitration of “any dispute” with a “Client arising out of or relating to this
Agreement.” Dkt. 158-1 §§ 20.01.1, 20.01.03. “Client” is defined in the agreement as:
a health care service plan, employer group, trust fund, or other third-party client,
including, but not limited to a third party administrator, provider network,
governmental agency, or other person or entity who contracts with ASH Plans to
arrange for the provision of Covered Services to Members, or pay for or reimburse
the cost of any Fee Schedule Amounts or other costs of Covered Services under a
Chiropractic Benefit Plan.
Id. § 1.08. Such an arbitration is to be “conducted under the Commercial Arbitration Rules of the
American Arbitration Association.” Id. § 20.01.03.
On May 19, 2016, Dr. Bouchoua signed a chiropractic practitioner services agreement
between ASH Plans of California, Inc. and DBC. Dkt. 158-4 at 2. This agreement also had similar
terms. 	Compare Dkt. 111-1, and Dkt. 158-1, with Dkt. 158-3. 	This agreement contains an
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identical arbitration provision as the 2015 agreement. 	Compare Dkt. 158-1 § 20.01, with
Dkt. 158-3 § 20.01.
c. 	Aetna
Aetna and Ayer entered into a dental provider agreement, signed by Ayer’s representative
on November 8, 2018, which generally covers the relationship between the parties with respect to
Ayer’s provision of dental services to Aetna’s members. See generally Dkt. 103-1. In relevant
part, it states that “[Ayer] may bill or charge Members . . . [for] services that are not Covered
Services . . . [if] the Member was advised in writing prior to the services being rendered that the
specific services may not be Covered Services; and . . . the Member agreed in writing to pay for
such services after being so advised.” Id. § 4.3.1. Under the provider agreement, Aetna and Ayer
agreed to arbitrate “[a]ny controversy or claim arising out of or relating to this Agreement
including breach, termination, or validity of this Agreement.” Id. § 8.3. Such arbitration is to be
“administered by the American Arbitration Association” under their relevant rules. Id.
B. 	Procedural Background
On March 28, 2025, Plaintiff PIMG filed a class action complaint in federal court against
Zelis, Aetna, Cigna, Elevance, and Humana. Dkt. 1. On May 7, 2025, the Court allowed Plaintiffs’
motion to consolidate and appoint interim co-lead counsel, Dkt. 34, and on May 27, 2025, the
Court consolidated the case with three other pending cases and appointed Jason S. Hartley of
Hartley LLP and Richard M. Paul III of PAUL LLP as Interim Co-Lead Counsel, Dkt. 35. 	On
June 11, 2025, Plaintiffs filed an amended and consolidated complaint. Dkt. 39. On July 8, 2025,
Defendants filed an unopposed motion to consolidate the case with one additional case. Dkt. 76.
On July 28, 2025, the Court granted the motion to consolidate. 	Dkt. 83. 	On August 11, 2025,
Aetna moved to compel arbitration of Ayer’s claims. Dkt. 101; see also Dkt. 102 (“Aetna Mem.”);
Dkt. 127 (“Aetna Opp.”); Dkt. 156 (“Aetna Reply”); Dkt. 165 (“Aetna Sur-reply”). On August 11,
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2025, United moved to compel arbitration of Dr. Ayer’s, PIMG’s, and Scaccia’s claims. Dkt. 105;
see also Dkt. 106 (“United Mem.”); Dkt. 128 (“United Opp.”); Dkt. 154 (“United Reply”);
Dkt. 167 (“United Sur-reply”). 	On August 11, 2025, Elevance moved to compel arbitration of
DBC’s claims. 	Dkt. 108; see also Dkt. 110 (“Elevance Mem.”); Dkt. 131 (“Elevance Opp.”);
Dkt. 157 (“Elevance Reply”); Dkt. 169 (“Elevance Sur-reply”). 	The Court held a hearing on
January 15, 2026, and took the matters under advisement.3
II. 	Standard of Review
District courts apply the summary judgment standard to decide motions to compel
arbitration under the Federal Arbitration Act (“FAA”). See Air-Con, Inc. v. Daikin Applied Latin
Am., LLC, 21 F.4th 168, 175 (1st Cir. 2021). A movant is entitled to arbitration where he shows
no “genuine dispute of fact exists regarding the parties’ agreement to arbitrate.” 	Id. at 176. 	In
reviewing the record, the Court construes all facts and reasonable inferences in the light most
favorable to the non-movant. Id. at 175.
III. 	Discussion
“A party seeking to compel arbitration under the FAA must demonstrate ‘that a valid
agreement to arbitrate exists, that the movant is entitled to invoke the arbitration clause, that the
other party is bound by that clause, and that the claim asserted comes within the clause’s scope.’”
Dialysis Access Ctr., LLC v. RMS Lifeline, Inc., 638 F.3d 367, 375 (1st Cir. 2011) (quoting
InterGen N.V. v. Grina, 344 F.3d 134, 142 (1st Cir. 2003)).
3 Defendants also jointly moved to dismiss on August 11, 2025, Dkt. 96, which the Court heard arguments
on during the same hearing. The Court’s ruling on that motion will be issued in a separate opinion.
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A. 	The FAA Applies to Each Contract
Ayer, PIMG, and Scaccia argue that the FAA does not govern because their claims do not
“arise out of” their various provider agreements, and that section 2 of the FAA expressly limits the
FAA to disputes “arising out of” the underlying contract.4 United Opp. at 12–15. They contend
that this statutory inquiry is distinct from the question of what claims fall within each arbitration
clause’s scope. See id.
Each Plaintiff argues that this Court must first determine whether an agreement is excluded
from FAA coverage, even where there is a delegation clause. See, e.g., id. at 22–23 (first citing
Singh v. Uber Techs. Inc., 939 F.3d 210, 215 (3d Cir. 2019); and then citing New Prime Inc. v.
Oliveira, 586 U.S. 105, 111–12 (2019)). The Third Circuit explained in Singh that:
[Sections] 1 and 2 of the FAA identify the subset of arbitration agreements covered
by the statute. Since they come before the FAA’s enforcement clauses under §§ 3
and 4—which authorize a court to stay a proceeding and compel arbitration—the
Supreme Court reasoned that §§ 3 and 4 cannot apply to an arbitration agreement
that is excluded from the FAA’s coverage by the terms of §§ 1 and 2.
939 F.3d at 215 (citing New Prime, 586 U.S. at 111–12).5
The question of how to apply the FAA’s “arising out of” requirement has received little
attention. See Christian v. Uber Techs., Inc., 775 F. Supp. 3d 272, 280 (D.D.C. 2025) (“There is
very little case law . . . on the FAA’s ‘arising out of’ requirement.”). The Court agrees with the
growing weight of authority holding that “the plain[] text of § 2 seems to limit[] the FAA to
‘controversies that actually stem from the contract containing the arbitration clause.’” Id. (quoting
4 DBC does not make this argument in its opposition. See generally Elevance Opp. Regardless, the Court
concludes that the FAA applies to DBC’s agreements for the same reasons described herein.
5 The Court notes that both Singh and New Prime concerned the scope of the FAA section 1 exception, and
neither court commented on the scope of the “arising out of” requirement. See Singh, 939 F.3d at 219; New Prime,
586 U.S. at 111–12. In dicta, the New Prime Court stated that arbitrators cannot rule on “whether the contract itself
falls within or beyond the boundaries of . . . [section] 2.” New Prime, 586 U.S. at 111.
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Revitch v. DIRECTV, LLC, 977 F.3d 713, 723–24 (9th Cir. 2020) (O’Scannlain, J., concurring));
see also Viking River Cruises, Inc. v. Moriana, 596 U.S. 639, 652 n.4 (2022) (“[T]he terms of § 2
limit the FAA’s enforcement mandate to agreements to arbitrate controversies that ‘arise out of”
the parties’ contractual relationship.”). 	Yet, as the court in Christian noted, such review is not
without limits. See Christian, 775 F. Supp. 3d at 281.
Those courts that have determined that a dispute does not arise out of the contract at issue
have generally done so on claims far less tethered to the agreements than those present here. See,
e.g., McFarlane v. Altice USA, Inc., 524 F. Supp. 3d 264, 276 (S.D.N.Y. 2021) (“Following Smith
[v. Steinkamp, 318 F.3d 775 (7th Cir. 2003)], the Ninth Circuit and a handful of district courts
around the country have declined to compel arbitration of claims based on ‘infinite arbitration
clauses’ where the claims at issue lack any nexus whatsoever to the agreement containing the
clause.” (emphasis added)). For example, the Eleventh Circuit held that the FAA did not apply to
a dispute in which the defendant sought to invoke an arbitration agreement between the plaintiff
and a third-party website, emphasizing that where the lawsuit did not name the third-party as a
defendant or identify any wrongdoing by the third party, the lawsuit against this defendant was not
“an immediate, foreseeable result of” accepting the third-party’s terms of use. 	See Calderon v.
Sixt Rent a Car, LLC, 5 F.4th 1204, 1207–08, 1213 (11th Cir. 2021). Thus, the issue is not really
whether an arbitration clause is “infinite,” but whether a party seeks to apply the clause to “compel
arbitration of claims that are ‘completely unrelated’ to the underlying . . . contract in which the
agreement to arbitrate was made.” Davitashvili v. Grubhub Inc., 131 F.4th 109, 125 (2d Cir. 2025)
(Sullivan, J., concurring in part and dissenting in part) (quoting Revitch, 977 F.3d at 722
(O’Scannlain, J., concurring)).
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Here, even construing the arbitration clauses as “infinite,”6 the Court cannot conclude that
Plaintiffs’ allegations are “wholly unrelated” to their provider agreements. See id. at 119 (majority
opinion) (“In determining whether the parties’ arbitration agreement covers a particular claim . . .
we ‘focus[] on the factual allegations in the complaint rather than the legal causes of action
asserted.’” (alteration in original) (quoting Specht v. Netscape Commc’ns Corp., 306 F.3d 17, 36
(2d Cir. 2002))). The claims are founded, at least in part, on allegations that Defendants suppressed
OON payments “so that they match or come close to in-network payment levels,” Compl. ¶ 340,
among other allegations directly concerning or otherwise related to in-network rates, see, e.g., id.
¶¶ 3, 46, 94–96, 133–36, 298–303. Plaintiffs themselves put their various provider agreements at
issue through these allegations. 	Further, the Court cannot assess which claims and services are
OON without analyzing the provider agreements. 	Considering the arbitration clauses’ broad
language as to the claims subject to arbitration and the tie between the claims and agreements, the
Court cannot conclude that the claims at issue lack the necessary nexus to the provider
agreements.7
6 Plaintiffs spend substantial portions of their briefing arguing that infinite arbitration clauses are
unconscionable and unenforceable. See, e.g., United Opp. at 18–20. Because the Court concludes that the claims are
sufficiently related to the contracts, it need not resolve the broader issue of whether infinite arbitration clauses are
unenforceable and unconscionable. See infra Section III(B)(2).
7 By trying to apply a higher bar for the FAA’s “arising out of” requirement, Plaintiffs really argue that the
claims fall outside scope of the agreement. See Bossé v. N.Y. Life Ins. Co., 992 F.3d 20, 28 (1st Cir. 2021) (classifying
the question of whether the arbitration agreement and delegation clause apply to particular claims as one of
arbitrability). But the Supreme Court expressly requires that “any doubts concerning the scope of arbitrable issues
should be resolved in favor of arbitration.” PaineWebber Inc. v. Elahi, 87 F.3d 589, 595 (1st Cir. 1996) (quoting
Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983)); see also PowerShare, Inc. v.
Syntel, Inc., 597 F.3d 10, 15 (1st Cir. 2010) (“[A]mbiguities as to the scope of the arbitration clause itself [must be]
resolved in favor of arbitration.” (alteration in original) (internal quotation marks omitted)). Further, for those provider
agreements that contain a delegation clause, the Supreme Court has made it clear that a court has “no power” to
determine whether a claim is arbitrable, where there is a delegation clause, even where “the argument that the
arbitration agreement applies to a particular dispute is wholly groundless.” Henry Schein, Inc. v. Archer & White
Sales, Inc., 586 U.S.63, 68 (2019). The Court discusses Plaintiffs’ arguments on scope infra.
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Thus, even assuming that this Court has an obligation to ensure that there is some
connection between the contract and claims distinct from the scope of the arbitration agreement
inquiry, “the Court disagrees with Plaintiffs that their claims are so far attenuated from [the
provider agreements here] that the Court should not apply the FAA and the pro-arbitration canons
of construction.” Christian, 775 F. Supp. 3d at 281.
B. 	United’s Motion
1. 	Delegation Clause
United argues that its provider agreements with Ayer, PIMG, and Scaccia each contain a
delegation clause, which requires that an arbitrator determine whether the dispute is arbitrable.
United Mem. at 20–22. “[A] court has a somewhat straightforward task when presented with a
‘delegation clause.’” 	Toth v. Everly Well, Inc., 118 F.4th 403, 409 (1st Cir. 2024) (citing First
Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 942 (1995)). “[W]henever parties form a valid and
enforceable delegation agreement, the FAA compels courts to send the entire action to arbitration.”
Id. (citing Bossé v. N.Y. Life Ins. Co., 992 F.3d 20, 27 (1st Cir. 2021)). “To be sure, before referring
a dispute to an arbitrator, the court determines whether a valid arbitration agreement exists. But if
a valid agreement exists, and if the agreement delegates the arbitrability issue to an arbitrator, a
court may not decide the arbitrability issue.” Henry Schein, Inc. v. Archer & White Sales, Inc.,
586 U.S. 63, 69 (2019) (citing 9 U.S.C. § 2); see also Coinbase, Inc. v. Suski, 602 U.S. 143, 152
(2024) (“In cases where parties have agreed to only one contract, and that contract contains an
arbitration clause with a delegation provision, then, absent a successful challenge to the delegation
provision, courts must send all arbitrability disputes to arbitration.”).
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There is no dispute that the parties formed valid contracts, which contain arbitration
clauses.8 Instead, Ayer, PIMG, and Scaccia argue that, in Ayer’s and Scaccia’s arbitration clauses,
there is no identifiable delegation clause and that, in PIMG’s, there is no delegation clause at all,
with the word “arbitrability” not even appearing. United Opp. at 23–24. But the arbitration clauses
each state that all disputes are governed by the rules of the AAA’s Commercial Arbitration Rules,
Ayer Agreement at 6; PIMG Agreement at 7; Scaccia Agreement at 5, and those rules contain a
delegation clause. 	Under binding First Circuit precedent, the mere “incorporation of the
[American Arbitration Association’s] arbitration rules constitutes clear and unmistakable evidence
of the parties’ intent to delegate arbitrability.” Bossé, 992 F.3d at 29.9
Ayer, PIMG, and 	Scaccia also argue that the delegation clauses should be held
unenforceable. See United Opp. at 24–25. They reiterate their argument on “infinite” clauses and
unconscionability. 	See id. at 25. 	Both arguments merely restate the arguments raised as to the
arbitration clause, rather than raise specific challenges to the delegation provision, and thus fail.
See Toth, 118 F.4th at 416 (holding that challenges to “dispute-resolution section of the User
Agreement” do not “make the delegation provision itself unfair or somehow restrict [plaintiff’s]
ability to challenge the validity of the arbitration agreement before an arbitrator.”); see also
Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63, 67 (2010) (holding that challenges to arbitration
8 Ayer, PIMG, and Scaccia do not challenge the validity of the provider agreements, just the arbitration and
delegation clauses therein.
9 Ayer’s and Scaccia’s contracts each also contain language clearly indicating that questions of arbitrability
would be submitted to an arbitrator. See Ayer Agreement at 6 (agreeing that “any disputes about [Ayer’s and United’s]
business relationship, including . . . all questions of arbitrability, the validity, scope or termination of this Agreement”
shall be submitted to “binding arbitration”); Scaccia Agreement at 5 (agreeing that “any and all disputes between” the
parties, including about “the existence, validity, scope or termination of this Agreement or any term thereof, and all
question of arbitrability” shall be submitted to “binding arbitration”). This language further constitutes clear and
unmistakable evidence of delegation. See Bossé, 992 F.3d at 29.
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clauses or contracts that fail to “challenge[] the delegation provision specifically” must be
considered by the arbitrator—not the court—under the delegation clause).
Simply put, whether the agreement covers this particular controversy is a “‘gateway’
question[] of ‘arbitrability.’” See Henry Schein, 586 U.S. at 68 (quoting Rent-A-Center, 561 U.S.
at 68–69). Given the Court’s conclusion that each agreement contains a valid delegation clause,
the Court’s hands are tied. See Exothermics, Inc. v. Ernst & Young U.S. LLP, 765 F. Supp. 3d 97,
101–02 (D.N.H. 2025); see also Henry Schein, 586 U.S. at 68 (holding that in the face of a valid
delegation clause, all questions of arbitrability must go to the arbitrator, even where the argument
made in favor of arbitrability appears “wholly groundless”); Toth, 118 F.4th at 409 (noting that
federal courts may only consider challenges to the arbitration clause, not other aspects of the
contract).10 Because the language of the arbitration clauses shows that United, Ayer, Scaccia, and
PIMG delegated questions of arbitrability to the arbitrator, the Court cannot consider arguments
as to the arbitrability of the claims.
2. 	Unconscionability
Ayer, PIMG, and Scaccia also argue that applying United’s “infinite arbitration clause” to
this dispute would be unconscionable. United Opp. at 18–20. Having concluded that this dispute
falls under the presumption of arbitrability and that the delegation clauses are valid and
enforceable, see supra Sections III(A), III(B)(1), the Court need not determine whether the
arbitration clause is in fact “infinite” as to raise concerns about unconscionability, see Awuah v.
Coverall N. Am., Inc., 554 F.3d 7, 12 (1st Cir. 2009) (“The question here is simply who should
10 To the extent that there is some level of review of scope available to the Court even in the face of a
delegation clause, United has sufficiently demonstrated that there is at least an argument that the dispute falls within
the scope of the agreement. See Vaiano v. United Nat’l Corp., 733 F. Supp. 3d 32, 44 (D. Mass. 2024) (“The Supreme
Court [has] made clear that where an agreement to arbitrate some issues exists, and there is a dispute over the scope
of the arbitration agreement, the law requires that those matters be presumed to be arbitrable ‘unless it is clear that the
arbitration clause has not included them.’” (alteration in original) (quoting Bossé, 992 F.3d at 31)).
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decide the unconscionability issue, and the arbitration clause said in effect that this was for the
arbitrator.”).
3. 	Scaccia’s Termination
Scaccia separately argues that his arbitration clause is unenforceable because he terminated
his agreement. 	United Opp. at 22. 	This is a question of scope, and thus the delegation clause
authorizes the arbitrator to resolve the issue, rather than this Court.11 	See Biller v. S-H OpCo
Greenwich Bay Manor, LLC, 961 F.3d 502, 512–14 (1st Cir. 2020) (finding that the court could
determine whether the arbitration clause survived termination of the contract only because the
parties had not delegated arbitrability to the arbitrator).12
C. 	Elevance’s Motion
1. 	Valid Agreement to Arbitrate
Elevance submitted several agreements, arguing that they all demonstrate an agreement
with DBC to arbitrate. 	See generally Elevance Mem.; Elevance Reply. 	DBC takes issue with
“missing” agreements for years relevant to this litigation but does not otherwise dispute that there
is at least one valid provider agreement, containing an arbitration clause, for at least part of the
relevant time. See Elevance Sur-reply at 2–4. While the Court generally disfavors new evidence
introduced through a reply brief, given that the Court provided leave for DBC to file a sur-reply
11 The Courts notes that, even on the merits, Scaccia’s reliance on In re Miller’s Estate, 90 N.J. 210 (1982),
is misplaced. The mere fact that perpetual contracts are generally disfavored in New Jersey does not render all
perpetual contracts unenforceable. The Court also notes that the contract specifically states the arbitration clause will
survive termination. See Bossé, 992 F.3d at 29 (“The survival clause reinforces the parties’ intent that issues of
arbitrability be decided by an arbitrator even after that Agreement was terminated.”). In the face of the delegation
clause, however, the Court will not opine further on the merits.
12 Having concluded the FAA applies, the Court need not resolve whether California’s Discover Bank rule
renders the arbitration clause unconscionable. See United Opp. at 20–21 (recognizing that the argument that Discover
Bank v. Superior Court, 36 Cal.4th 148 (2005), renders the arbitration clause in PIMG’s agreement unconscionable
only applies if the FAA does not govern).
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even before the reply was filed, Dkt. 138, the Court finds that DBC has not been prejudiced and
takes no issue with the new evidence.13
Elevance has submitted provider agreements between DBC and ASH from April 2015 and
July 2016. 	Dkts. 158-1, 158-2, 158-3, 158-4. 	DBC does not dispute that these agreements are
valid and binding. 	See generally Elevance Sur-reply. 	DBC does, however, dispute whether
Elevance can enforce the arbitration provisions. Elevance Opp. at 15 n.4. For substantially the
reasons in Elevance’s papers, see Elevance Mem. at 12 n.8; Elevance Reply at 5–6, the Court
concludes that Elevance can enforce the agreement under the principle of equitable estoppel.14
Thus, the Court holds that Elevance has met its burden to establish a binding agreement to arbitrate.
2. 	Delegation
The 2015 and 2016 agreements contain a delegation clause, and thus the remaining
arguments must be made to the arbitrator. Henry Schein, 586 U.S. at 69 (“[I]f a valid agreement
exists, and if the agreement delegates the arbitrability issue to an arbitrator, a court may not decide
the arbitrability issue.”). As discussed above, see supra Section III(B)(1), since the 2015 and 2016
agreements state that all disputes are governed by the Commercial Arbitration Rules of the AAA,
Dkts. 158-1 § 20.01.03, 158-3 § 20.01.03, those agreements contain clear and unmistakable
evidence of the parties’ intent to delegate arbitrability, Bossé, 992 F.3d at 29. 	Thus, the Court
cannot consider arguments as to the arbitrability of the claims.
13 DBC cites the Supreme Court’s decision in Coinbase to argue that “Elevance has waived arbitration
pursuant to any other contract” aside from the 2010 agreements. Elevance Opp. at 26. But Coinbase concerned waiver
by failing to raise the argument in a lower court, not the failure to make the argument in an opening brief. See
Coinbase, 602 U.S. at 151 n.*.
14 The Court notes that, despite arguing that Elevance failed to offer a “substantive argument why equitable
estoppel applies here,” Elevance Opp. at 15 n.4, DBC failed to respond to Elevance’s argument when given the
opportunity in a sur-reply, see generally Elevance Sur-reply.
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D. 	Aetna’s Motion
Aetna seeks to compel arbitration under its provider agreement with Ayer, which contains
an arbitration clause, Dkt. 101-1 § 8.3, arguing that Ayer’s claims fall within the scope of their
agreement, Aetna Mem. at 3–4. 	The parties agree that there is no delegation clause in their
agreement and dispute only whether the present action falls within the scope of the main arbitration
clause.
“The FAA codifies the ‘fundamental principle that arbitration is a matter of contract.’”
Toth, 118 F.4th at 409 (quoting Rent-A-Center, 561 U.S. at 67). “Therefore, the first principle that
underscores all of the Supreme Court’s arbitration decisions is that ‘[a]rbitration is strictly a matter
of consent, and thus is a way to resolve those disputes—but only those disputes—that the parties
have agreed to submit to arbitration.’” Dialysis Access, 638 F.3d at 376 (alteration and emphasis
in original) (quoting Granite Rock Co. v. Int’l Bhd. of Teamsters, 561 U.S. 287, 298 (2010)). Thus:
courts should order arbitration of a dispute only where the court is satisfied that
neither the formation of the parties’ arbitration agreement nor (absent a valid
provision specifically committing such disputes to an arbitrator) its enforceability
or applicability to the dispute is in issue. 	Where a party contests either or both
matters, “the court” must resolve the disagreement.
Id. (emphasis in original) (quoting Granite Rock, 561 U.S. at 299–300); see also AT & T Techs.,
Inc. v. Commc’ns Workers of Am., 475 U.S. 643, 650 (1986) (“[W]here the contract contains an
arbitration clause, there is a presumption of arbitrability in the sense that an order to arbitrate the
particular grievance should not be denied unless it may be said with positive assurance that the
arbitration clause is not susceptible of an interpretation that covers the asserted dispute.” (internal
quotation marks, brackets, and citation omitted)); Mundi v. Union Sec. Life Ins. Co., 555 F.3d
1042, 1044–45 (9th Cir. 2009) (“The presumption in favor of arbitration . . . does not apply if
contractual language is plain that arbitration of a particular controversy is not within the scope of
the arbitration provision.” (internal quotation marks and citation omitted)).
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“When deciding whether the parties agreed to arbitrate a certain matter . . . , courts
generally . . . should apply ordinary state-law principles that govern the formation of contracts.”
Dialysis Access, 638 F.3d at 376 (quoting First Options, 514 U.S. at 944). In the process, “due
regard must be given to the federal policy favoring arbitration, and ambiguities as to the scope of
the arbitration clause itself resolved in favor of arbitration.” Id. (quoting Mastrobuono v. Shearson
Lehman Hutton, Inc., 514 U.S. 52, 62 (1995)). 	To that end, courts must “(1) apply[] the
presumption of arbitrability only where a validly formed and enforceable arbitration agreement is
ambiguous about whether it covers the dispute at hand; and (2) adher[e] to the presumption and
ordering arbitration only where the presumption is not rebutted.” Id. (quoting Granite Rock, 561
U.S. at 301).
Ayer mainly challenges the scope of the arbitration agreement. He argues that the claims
at issue—antitrust claims arising from an alleged conspiracy to suppress OON pricing—do not
arise out of or relate to the network agreements containing the arbitration clauses. Aetna Opp. at
5–7. He further argues that under Kansas law, “[n]o reasonable person would think that signing
Aetna’s network agreement would force them to arbitrate out-of-network disputes.” Id. at 8. But
Ayer concedes that “a reasonable person” could understand their agreement to express “an intent
to agree to arbitrate disputes connected in some way to the network agreement.” 	Id. at 8. 	As
explained above, see supra Section III(A), Ayer’s claims are founded, at least partially, on
allegations that directly compare the OON payments he received to in-network payment levels,
Compl. ¶ 340, alongside other allegations about in-network rates, e.g., id. ¶¶ 3, 46, 94–96, 133–36,
298–303. These allegations put the in-network agreements at issue. Further, the arbitration clause
is broad in scope. Dkt. 101-1 § 8.3 (defining a dispute subject to arbitration as “[a]ny controversy
or claim arising out of or relating to this Agreement including breach, termination, or validity of
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this Agreement”). Taking these facts together, the Court cannot conclude that the claims at issue
fall outside the scope of the agreements. See Bekele v. Lyft, 199 F. Supp. 3d 284, 313 (D. Mass.
2016) (“The use of phrases such as ‘arising under’ or ‘arising out of’ in an arbitration provision
generally indicates an intent to arbitrate a broad scope of claims.”); United States ex rel. Hagerty
v. Cyberonics, Inc., 146 F. Supp. 3d 337, 247 (D. Mass. 2015) (collecting cases).
At the very least, the terms in each agreement are ambiguous as to whether the contract
covers disputes over OON pricing. “The Supreme Court [has] made clear that where an agreement
to arbitrate some issues exists, and there is a dispute over the scope of the arbitration agreement,
the law requires that those matters be presumed to be arbitrable ‘unless it is clear that the arbitration
clause has not included them.’” Vaiano v. United Nat’l Corp., 733 F. Supp. 3d 32, 44 (D. Mass.
2024) (alteration in original) (quoting Bossé, 992 F.3d at 31); see also Grand Wireless, Inc. v.
Verizon Wireless, Inc., 748 F.3d 1, 7 (1st Cir. 2014) (“[A]mbiguities as to the scope of the
arbitration clause itself [must be] resolved in favor of arbitration.” (alteration in original) (quoting
PowerShare, Inc. v. Syntel, Inc., 597 F.3d 10, 15 (1st Cir. 2010))).
IV. 	Conclusion
For the foregoing reasons, Defendant Aetna, Inc.’s motion to compel arbitration, Dkt. 101;
Defendant UnitedHealth Group, Inc.’s motion to compel arbitration, Dkt. 105; and Defendant The
Elevance Health Companies, Inc.’s motion to compel arbitration, Dkt. 108; are each GRANTED.
The case is STAYED pending arbitration solely as to these Plaintiffs’ claims against these specific
Defendants.
So Ordered.
/s/ Brian E. Murphy
Brian E. Murphy
Dated: March 3, 2026 	Judge, United States District Court
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