Total Care Dental and Orthodontics v. UnitedHealth Group Incorporated

Background

Change Healthcare operated an electronic claims-processing platform used by healthcare providers and payers. After a cyberattack on February 21, 2024, Change took the platform offline. Providers could not verify insurance, submit claims, or receive payments during the shutdown. Change responded with the Temporary Funding Assistance Program (TFAP), which provided temporary loans to affected providers. The opinion states that, as of April 1, 2025, defendants had advanced approximately $9.03 billion to more than 10,000 providers.

The TFAP agreement required repayment within 45 business days after notice that the funding was due, after claims and payment-processing services had resumed and affected payments were being processed. If a recipient failed to repay, the agreement allowed Change or related entities to demand immediate repayment, offset the amount against claims payments, and use other available remedies.

The provider plaintiffs alleged that defendants breached the TFAP agreement by demanding repayment before affected payments had been processed and by threatening to offset claims payments. Defendants disputed that interpretation and argued that the contract allowed them to collect the loans. The court stated that defendants’ motion to dismiss the TFAP claim was scheduled for a later hearing; this order did not decide that contract dispute.

The Three Motions

Plaintiffs Dillman Clinic and Lab, Inc. and Odom Sports Medicine P.A. moved for a preliminary injunction preventing defendants from taking action against them concerning TFAP loans until the court decided the contract and related claims. Defendants had voluntarily paused collection from the named plaintiffs. At oral argument, defendants stated that they would not restart collection from the named plaintiffs until the merits of TFAP loan collection had been decided. The court also ordered defendants to send letters confirming the pause, rescinding earlier payment demands, and stating that collection would not resume until the court adjudicated the issue and found that collection could continue.

All Provider Plaintiffs moved for a declaratory judgment stating that TFAP repayment could be triggered only after claims-processing services resumed and all affected payments were processed. The court held that declaratory judgment must be sought through an action, not merely by motion, and that the consolidated complaint did not specifically request this declaration. The court also declined to treat the motion as one for summary judgment because the contract-interpretation dispute was scheduled to be addressed later.

Provider Plaintiffs separately moved for court supervision of defendants’ communications with potential class members. They sought future and corrective notices about the lawsuit and the TFAP dispute, along with disclosures about communications and releases obtained from potential class members.

Court’s Analysis of Communications

The court held that defendants had a right to communicate with potential class members, including about settlements, but that a court may regulate those communications when there is actual or threatened serious misconduct. The court found that defendants’ communications were misleading because they presented defendants’ right to collect TFAP loans immediately as settled while omitting that the timing of collection was disputed in the pending litigation. The court described obtaining releases without informing potential class members about the proposed class action as a serious form of misleading communication.

The court did not find that defendants’ communications were coercive or intimidating. It noted that the record did not show defendants were soliciting releases and that providers who received loan forgiveness or payment plans obtained a benefit. The court nevertheless warned that using possible claim offsets to obtain releases could cross the line into coercion.

Order

The court denied as moot the preliminary-injunction motions filed by Dillman Clinic and Odom Sports Medicine P.A. because defendants had voluntarily stopped collection and had shown that collection was not reasonably expected to restart under the stated conditions.

The court denied the Provider Plaintiffs’ motions for declaratory judgment because the requested declaration had not been brought as a claim in the consolidated complaint and the court found no need to decide the issue at that time.

The court granted the Provider Plaintiffs’ motions for supervision of communications, with modifications. Defendants must include a specified notice in future communications with potential class members when discussing a release of claims in exchange for TFAP loan forgiveness or a delay in collection. Defendants must send a corrective notice to providers from whom they previously obtained such a release. Defendants must also disclose to the court and plaintiffs’ lead counsel a list of potential class members from whom they have obtained releases and must report future releases obtained from potential class members. The order did not require disclosure of every communication or prohibit defendants from communicating with the potential class.