Riemer v. Columbia Medical Plan, Inc.

CATHELL, Judge. Appellants, Victor G. Riemer, Stephen Marx, and Janet Marx, are subscribers (or members) of Columbia Medical Plan, Inc. (CMP), 1 appellee, a health maintenance organization (HMO). In their complaint, appellants allege that provisions in the contract between CMP and its members, which purport to give CMP the right to recover the cost of health care from third-party tortfeasors, are in direct violation of several provisions of the Maryland Health Maintenance Organization Act, Maryland Code (1982, 1996 Repl.Vol., 1999 CumuSupp.), Title 19, subtitle 7, of the Health-General Article. 2 This cause of action began with members of CMP receiving health care benefits from CMP for injuries arising out of accidents due to negligent third parties. In the instances described, the members received medical benefits from CMP, then later received financial settlements arising out of their accident claims from the third parties.

CMP then sought reimbursement and/or subrogation recovery from the subscribers’ proceeds of their settlements for the health care benefits it had provided. On April 3, 1995, appellant Victor Riemer received a sum of $10,000.00 to resolve a claim arising from an automobile accident. CMP asserted a lien against this recovery, and Mr. Riemer paid $829.50 to CMP on June 20, 1995. Similarly, appellants Stephen and Janet Marx received $18,000.00 to settle their tort claims arising from a car accident involving their son, and CMP asserted a lien against this recovery in excess of $2,600.00. ²²⁷ On July 15, 1996, appellants, on their own behalf and on the behalf of a putative class of similarly situated persons, filed a complaint in the Circuit Court for Howard County against appellee.

In their complaint, appellants allege that appellee’s general policy of pursuing its members for subrogation whenever they recover funds from a third party in a tort action is illegal and improper under sections 19—701 (f)(3) and 19-710(o) of the Health-General Article. They brought three causes of action: unjust enrichment/money had and received; negligent misrepresentation; and a request for a declaratory judgment that appellee breached its contractual, statutory, and common law obligations to appellants by claiming improperly a subrogation interest in and a lien against third-party settlement recoveries by appellants. On August 15, 1996, appellee removed this case to the United States District Court for the District of Maryland. Appellee contended that appellants’ state law challenges to the CMP plan provisions were preempted by the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. § 1001 et seq.

(1994 & Supp.1998), and that the provisions of the Maryland HMO Act were thus void and without effect. On December 24, 1997, the federal court held that the CMP plan provisions were preempted with respect to all persons who were members of CMP by virtue of employee benefit plans governed by the ERISA. However, the court also held that there was no federal jurisdiction over those class members who were not members of the CMP through an ERISA health plan, and remanded their claims to the Circuit Court for Howard County. 3 Upon remand, appellee moved for the circuit court to stay all proceedings pending the outcome of the federal appeal dealing with the ERISA preemption. The circuit court denied the motion.

Both parties then moved for summary judgment. ²²⁸ On March 24, 1999, the circuit court granted appellee’s motion for summary judgment on all claims. Appellants appealed to the Court of Special Appeals. On our own initiative, we granted review prior to argument in the Court of Special Appeals. Appellant presents three issues to this Court: I. Did the circuit court err by holding that the [appellee] HMO was permitted to pursue its members for compensation after they received a payment from a third party tortfeasor, when Md.Code Ann., Health-Gen. § 19—701(f)(3) expressly forbids HMO’s from receiving any compensation except for premiums, deductibles or co-payments.

II

Did the circuit court err by holding that the [appellee] HMO was permitted to pursue its members for “subrogation,” which is the right to recover monies spent to pay the debt of another, when Md.Code Ann., Health-Gen. § 19-710(o) provides that HMO members owe no money (and thus have no debt) for covered medical care that they receive from the HMO?

III

Did the circuit court err by finding that interpreting §§ 19—701(f)(3) and 19-710(o) to mean what they say would be “illogical, unreasonable, and inconsistent with common sense,” because interpreting those provisions to mean what they say would contradict the circuit court’s own policy preferences?

II

History of HMOs In order to address the issues presented in the case sub judice, we must first establish a basic definition of a health maintenance organization (HMO). The Court of Special Appeals took great lengths in defining an HMO in Patel v. HealthPlus, Inc., 112 Md.App. 251, 258-60 , 684 A.2d 904, 908-09 (1996): 4 ²²⁹ HMO is a generic term for prepaid health coverage plans that provide medical services to a relatively large population at a fixed rate. There are five salient characteristics of HMOs. 1) HMOs assume the contractual responsibilities for providing health care services to subscribers (subscribers and members are used interchangeably). 2) HMOs are closed health care systems, providing services only to a defined and enrolled clientele. 3) Members are voluntarily enrolled. 4) Payment [by the members] for care is fixed and periodic. 5) HMOs assume financial risk, which may level either to a loss or a gain. Health Maintenance Organization^], [An ] Analysis of the HMO Industry in Maryland, Research Division, Department of Legislative Reference, Legislative Report Service, November 1986.

There are several models of HMOs in respect to the manner of providing health services to members. They include generally: (1) Staff Models—the HMO employs salaried health care professionals to provide health care services; (2) Group Practice Model—the HMO contracts with a private practice group to provide health services to members; (3) Independent Practice Association—physicians create the HMO as an association of physicians or individual physicians to provide health care to members usually on a fee for service basis (the fees are fixed and the individual physician bears the risk of loss if the cost of the service exceeds the fee schedule) but sometimes on a capitation ²³⁰ basis (a fee of X amount per applicable member of the HMO); and (4) Network Model—the HMO contracts with one or more physicians or group practices. Shickich defines [an] HMO as “‘an organization which brings together a comprehensive range of medical services in a single organization.’ ” Barbara A. Shickich, Legal Characteristics of the Health Maintenance Organization, in Healthcare Facilities Law § 16.4 (Anne M. Dellinger ed., 1991) (footnote and citation omitted). She describes three characteristics of [an] HMO: (1) It is an organized system for the delivery of health care which brings together health care providers.

(2) Such an arrangement makes available basic health care which the enrolled group [the members or subscribers] might reasonably require.... (3) The payments [to the HMO] will be made on a prepayment basis, whether by the individual enrollee[ ] ... [or in his behalf by others, i.e., employers]. Id. (footnote omitted).

As Shickich notes, [an] HMO is a vertical system of health care that brings together the providers, i.e., the physicians, dentists, etc., who provide medical services, and the subscribers, i.e., the members of the HMO or HMOs, who receive the medical services. [An] HMO is a facilitator. It arranges for medical services. In doing so, it enters into two or more basic contractual relationships. First, it agrees (contracts) to provide medical services, either through its employee physicians or through providers under other contracts, to its subscribers for a fixed fee which is paid by the subscribers to the HMO.

The HMO then ... enters into a separate contract or contracts with physicians (or dentists, etc.) for the physicians to provide the medical services the HMO has agreed to provide to its members under their separate subscriber contracts. Apparently, it is through its bulk buying power, i.e., its power to direct its members, that it is able to procure medical services at or below otherwise prevailing rates. Additionally, it is presumed, by at least ²³¹ “for-profit” HMOs, that large numbers of subscribers will not need medical services or that the medical services provided to subscribers will cost less than the membership fees received. [Footnotes omitted.] An HMO thus can be described as “an organization that contracts to produce or to arrange to buy a specific list of health services for a specified population of members in exchange for a specified sum per person, paid periodically in advance.” Alan Somers, What You and Your Physician Client Need to Know About Managed Care Contracts, Prac. Law., Apr. 1996, at 22.

These basic descriptions are important as an HMO is defined in great part by the nature of how it receives compensation, which is at the heart of the case sub judice.

III

Discussion Appellee asserts that the payments at issue here constitute subrogation, which has been defined as “[t]he substitution of one person in the place of another with reference to a lawful claim, demand or right, so that he who is substituted succeeds to the rights of the other in relation to the debt or claim, and its rights, remedies, or securities.” Black’s Law Dictionary 1427 (6th ed.1990). As this Court has said: Subrogation is founded upon the equitable powers of the court. It is intended to provide relief against loss and damage to a meritorious creditor who has paid the debt of another. Milholland v. Tiffany, 64 Md. 455, 460 , 2 A. 831 (1886).

The doctrine is a legal fiction whereby an obligation extinguished by a payment made by a third person is treated as still subsisting for the benefit of this third person. Harford Bank v. Hopper’s Estate, 169 Md. 314, 324 , 181 A. 751 (1935) (citing Aetna Life Ins. Co. v. Middleport, 124 U.S. 534 , 8 S.Ct. 625 , 31 L.Ed. 537 (1888)). This third person succeeds to the rights of the creditor in relation to the debt.

Finance Co. of Am. v. U.S.F. & G. Co., 277 Md. 177, 182 , 353 A.2d 249 (1976) (and cases cited therein); [George L.] Schnader[, Jr., Inc. v. Cole Bldg. Co.], 236 Md. [17,] 22, 202 A.2d 326 [, 330 (1964) ]. The rationale underly ²³² ing the doctrine of subrogation is to prevent the party primarily liable on the debt from being unjustly enriched when someone pays his debt. Security Ins.

Co. v. Mangan, 250 Md. 241, 246-47 , 242 A.2d 482 (1968). See also 10 S. Williston, A Treatise on the Law of Contracts § 1265 at 845 (W. Jaeger 3d ed.1967): “The object of subrogation is the prevention of injustice. It is designed to promote and to accomplish justice, and is the mode which equity adopts to compel the ultimate payment of a debt by one, who, in justice, equity, and good conscience, should pay it. It is an appropriate means of preventing unjust enrichment.

The doctrine of subrogation is applied to ... do equity in the particular case under consideration.” Since a person entitled to subrogation stands in the shoes of the creditor, he is ordinarily entitled to all the remedies of the creditor, and he may use all the means which the creditor could employ to enforce payment. Poe v. Phila. Casualty Co., 118 Md. 347, 352-53 , 84 A. 476 (1912). This means that a subrogee can enforce the obligation of a guarantor of the debtor.

Bachmann v. Glazer, 316 Md. 405, 412-13 , 559 A.2d 365, 368-69 (1989). Appellee makes these demands for restitution or subrogation compensation pursuant to the “Third Party Liability” provision of its subscribers policy, which, as relevant hereto, provides as follows: If a member is injured or becomes ill through an act of omission or commission of a third party, the Plan will provide care as for any other injury or illness. Acceptance of such services will constitute consent to the provisions of this section. If such member receives payment from such [a] third party, by suit or settlement, the member is obligated to reimburse the Plan for the reasonable cash value of the services and supplies provided under this Health Benefits Certificate. ²³³ The member must take such action, furnish such information and assistance, and execute such instruments as the Plan may require to facilitate enforcement of its rights under this provision.

The member must agree to take no action prejudicing the rights and interests of the Plan under this provision. If the Plan so decides, it may be subrogated to the member’s right to the extent of the benefits received under this contract. This includes the Plan’s right to bring suit against the third party in the member’s name. We hold that generally, pursuant to sections 19—701(f) and 19—710(b) and (o) of the Health-General Article, and the general statutory scheme of Maryland’s Health Maintenance Organization Act, an HMO may not pursue its members for restitution, reimbursement, or subrogation after the members have received a financial settlement from a third-party tortfeasor, any contract to the contrary notwithstanding.

Restitution, reimbursement, and subrogation provisions are contrary to the express wording of subtitle 7 of Title 19 of the Health-General Article. Moreover, they are in conflict with the basic nature of HMOs based on subscriber per fee services. Under the basic concept of HMOs, a subscriber has no further obligation, primary or otherwise, beyond his or her fee for health services provided. 5 Accordingly, there is, in any event, nothing for an HMO to be subrogated to. The subscriber is not a primary debtor.

The HMO, as to the fees paid health care providers, i.e., doctors, hospitals, etc., is the primary debtor. We hold that the trial court erred on all three issues and accordingly, we reverse. A. Section 19—701(f) Section 19—701(f) of the Health-General Article defines a health maintenance organization (HMO) as ²³⁴ any person, including a profit or nonprofit corporation organized under the laws of any state or country, that: (1) Operates or proposes to operate in this State; (2) Except as provided in § 19-703(b) and (f) of this subtitle, provides or otherwise makes available to its members health care services that include at least physician, hospitalization, laboratory, X-ray, emergency, and preventive services, out-of-area coverage, and any other health care services that the Commissioner determines to be available generally on an insured or prepaid basis in the area serviced by the health maintenance organization, and, at the option of the health maintenance organization, may provide additional coverage; (3) Except for any copayment or deductible arrangement, is compensated only on a predetermined periodic rate basis for providing to members the minimum services that are specified in item (2) of this subsection.... [Emphasis added.] Section 19—710(b) provides explicitly “the applicant [for a certificate to operate as an HMO] shall conform to the definition of a health maintenance organization.” (Emphasis added.) Section 19-712 (“Powers and authority of health maintenance organization.”) provides in part: [A] person who holds a certificate of authority to operate a health maintenance organization :.. may: (3) Provide health care services on a prepaid basis.... [Emphasis added.] Section 19-729 (“Prohibited acts; remedies.”), provides that an HMO may not: (1) Violate any provision of the subtitle ... (7) Fraudulently obtain ... any benefit under this subtitle; ²³⁵ (8) Fail to fulfill the basic requirements to operate as a health maintenance organization as provided in § 19-710 of this subtitle....

Section 19—710(b), as we have said, contains a requirement that HMOs conform to the definition of an HMO. Accordingly, the statutes, by their language, expressly require an HMO to limit its payments or money from subscribers to the fixed prepaid periodic fee or rate. We commence our further analysis of section 19-701(f) by attempting to ascertain the intent of the Legislature. As we said in State v. Bell, 351 Md. 709, 717-19 , 720 A.2d 311, 315-16 (1998): We have said that “[t]he cardinal rule of statutory interpretation is to ascertain and effectuate the intention of the legislature.” Oaks v. Connors, 339 Md. 24, 35 , 660 A.2d 423, 429 (1995).

Legislative intent must be sought first in the actual language of the statute. Marriott Employees Fed. Credit Union v. Motor Vehicle Admin., 346 Md. 437, 444-45 , 697 A.2d 455, 458 (1997); Stanford v. Maryland Police Training & Correctional Comm’n, 346 Md. 374, 380 , 697 A.2d 424, 427 (1997) (quoting Tidewater/Havre de Grace v. Mayor of Havre de Grace, 337 Md. 338, 344 , 653 A.2d 468, 472 (1995)); Coburn v. Coburn, 342 Md. 244, 256 , 674 A.2d 951, 957 (1996); Romm v. Flax, 340 Md. 690, 693 , 668 A.2d 1, 2 (1995); Oaks, 339 Md. at 35 , 660 A.2d at 429 ; Mauzy v. Hornbeck, 285 Md. 84, 92 , 400 A.2d 1091, 1096 (1979); Board of Supervisors v. Weiss, 217 Md. 133, 136 , 141 A.2d 734 (1958). Where the statutory language is plain and free from ambiguity, and expresses a definite and simple meaning, courts do not normally look beyond the words of the statute to determine legislative intent. Marriott Employees, 346 Md. at 445 , 697 A.2d at 458 ; Kaczorowski v. Mayor of Baltimore, 309 Md. 505, 515 , 525 A.2d 628, 633 (1987); Hunt v. Montgomery County, 248 Md. 403, 414 , 237 A.2d 35, 41 (1968). ²³⁶ This Court recently stated that “statutory language is not read in isolation, but ‘in light of the full context in which [it] appear[s], and in light of external manifestations of intent or general purpose available through other evidence.’ ” Stanford v. Maryland Police Training & Correctional Comm’n, 346 Md. 374, 380 , 697 A.2d 424, 427 (1997) (alterations in original) (quoting Cunningham v. State, 318 Md. 182, 185 , 567 A.2d 126, 127 (1989)).

To this end, [w]hen we pursue the context of statutory language, we are not limited to the words of the statute as they are printed---- We may and often must consider other “external manifestations” or “persuasive evidence,” including a bill’s title and function paragraphs, amendments that occurred as it passed through the legislature, its relationship to earlier and subsequent legislation, and other material that fairly bears on the fundamental issue of legislative purpose or goal, which becomes the context within which we read the particular language before us in a given case. ... [I]n State v. One 1983 Chevrolet Van, 309 Md. 327 , 524 A.2d 51 (1987), ... [although we did not describe any of the statutes involved in that case as ambiguous or uncertain, we did search for legislative purpose or meaning—what Judge Orth, writing for the Court, described as “the legislative scheme.” [Id. at] 344-45, 524 A.2d at 59 . We identified that scheme or purpose after an extensive review of the context of Ch. 549, Acts of 1984, which had effected major changes in Art. 27, § 297. That context included, among other things, a bill request form, prior legislation, a legislative committee report, a bill title, related statutes and amendments to the bill. See also Ogrinz v. James, 309 Md. 381 , 524 A.2d 77 (1987), in which we considered legislative history (a committee report) to assist in construing legislation that we did not identify as ambiguous or of uncertain meaning.

Kaczorowski, 309 Md. at 514-15 , 525 A.2d at 632-33 (some citations omitted). [Alterations in original.] ²³⁷ As we noted, supra, HMOs, in general, are defined in substantial measure by the nature of how they receive compensation. This characteristic of HMOs, as we have seen, has been codified in Maryland. It is apparent from the plain wording of section 19—701(f) that in Maryland, the means by which an HMO is paid for its services is an integral and limiting part of its definition. The language of this provision is clear and unambiguous and under section 9—710(b), HMOs must conform to that language.

Pursuant to section 19-701(f)(8), HMOs are only permitted to receive compensation from their subscribers in one of three forms: co-payments, deductibles, and a pre-determined and prepaid periodic fee. When appellee asserted reimbursement and subrogation claims against appellants and collected money from their respective settlements, it was clearly being compensated in a form not provided for in section 9—710(f)(3). Compensation is defined as “recompense in value.” Black’s Law Dictionary, supra, 283; see Tierney v. Van Arsdale, 332 S.W.2d 546, 549 (Ky.Ct.App.1960) (“The word ‘compensation’ in common, general usage is broad enough to include recompense of expenses.”); Goodrich Falls Elec. Co. v. Howard, 86 N.H. 512, 519 , 171 A. 761, 765 (1934) (“Compensation is payment for value in money.”).

The $829.50 paid by Mr. Riemer and the $2,600.00 paid by Mr. and Mrs. Marx to appellee can be seen as nothing else than additional compensation for the health care benefits that appellee had previously provided. An HMO, by its statutory definition is limited to compensation in one of the three forms outlined in section 19—701(f)(3). A copayment is “a relatively small fixed fee required of a patient by a health insurer (as an HMO) at the time of each outpatient service or filling of a prescription.” The Menianw-Webster Dictionary 177 (1994). A deductible is defined as “[t]he portion of an insured loss to be borne by the insured before he is entitled to recovery from the insurer.” Black’s Law Dictionary, supra, 413.

A pre-determined periodic premium is a fixed payment for a specific amount of time, which is paid in advance for potential health care needs. The so-called reimbursement-subrogation manner of compensation sought by ²³⁸ appellee in its contract does not fall into any of these three accepted forms and the inclusion of such a provision in member contracts, which takes the arrangement out of conformance with the statute, is in violation of the Maryland HMO Act. Further insight as to what the Legislature intended concerning compensation of HMOs can be gathered by an analysis of the Legislative history. Section 19-701 was derived from Maryland Code (1957, 1971 Repl.Vol., 1979 Cum.Supp.), Article 43, section 842.

In its original wording, section 842, stated in relevant part that an HMO is any organization that operates or proposes to operate in Maryland, including a profit or nonprofit corporation organized under the laws of another country, state, or the District of Columbia, which: (2) Is compensated (except for any copayment or deductible arrangements) for the provision of the minimum services specified in paragraph (1)[ 6 ] of this subsection to members solely on a predetermined periodic rate basis. [Emphasis added.] House Bill 200 of 1982 served as part of an ongoing revision of the Annotated Code of Maryland, specifically creating the Health-General Article. As the Bill File states, “[t]he Primary Purpose of its work is modernization and clarification, not policy making.” This Court has previously addressed the general rules of construction to be applied by the courts when analyzing a general bulk revision of this nature. We said: It is true that a codification of previously enacted legislation, eliminating repealed laws and systematically arranging the laws by subject matter, becomes an official Code when adopted by the Legislature, and, since it constitutes the latest expression of the legislative will, it controls over all ²³⁹ previous expressions on the subject, if the Legislature so provides. However, the principle function of a Code is to reorganize the statutes and state them in simpler form.

Consequently, any changes made in them by a Code are presumed to be for the purpose of clarity rather than change of meaning. Therefore, even a change in the phraseology of a statute by a codification thereof will not ordinarily modify the law, unless the change is so radical and material that the intention of the Legislature to modify the law appears unmistakably from the language of the Code. Welch v. Humphrey, 200 Md. 410, 417 , 90 A.2d 686, 689 (1952) (citing Welsh v. Kuntz, 196 Md. 86, 97 , 75 A.2d 343, 347 (1950)); see also Bureau of Mines v. George’s Creek Coal & Land Co., 272 Md. 143, 154-55 , 321 A.2d 748, 754-55 (1974); Baltimore Tank Lines v. Public Service Comm’n, 215 Md. 125, 127-28 , 137 A.2d 187, 189 (1957). Further evidence that this change of wording was not meant to change the meaning of the statute is the wording included in the Revisor’s Note to Maryland Code (1982), section 19-701 of the Health-General Article, which states that with the exception of deleting the former reference to the District of Columbia, “[t]he only other changes are in style.” The older wording included in Article 43, section 842 combined with the fact that any changes were purely for clarification or style leaves little doubt that the original intent behind this provision was to limit the nature of the compensation of entities seeking certification as health maintenance organizations.

In fact, the original wording strongly demonstrates the intent of the Legislature to create a health care structure that was compensated “solely on a predetermined periodic rate basis.” (Emphasis added.) The inclusion in former Article 43, section 842 of the parenthetical acknowledges only two exceptions to this general rule: that compensation could be accepted in the alternative forms of only “( ... copayment or deductible arrangements).” (Emphasis added.) The words ²⁴⁰ “only” and “solely” can be interpreted no other way. To do so would run afoul of both the proper construction of the English language and the apparent intent of the Legislature. 7 As we stated, supra, more insight into Legislative intent can be obtained by looking at the entire statutory scheme of Title 19, subtitle 7 of the Health-General Article. For example, section 19-702 states in relevant part: In adopting this subtitle, the General Assembly intends to: (1) Provide alternative methods for the delivery of health care services to residents of this State, with a view toward achieving greater efficiency and economy in providing these services; (2) Encourage the formation of health maintenance organizations that provide health care services to subscribers or groups of subscribers who contract for these services under a system of prepayments .... [Emphasis added.] Furthermore, section 19-712(a) states in relevant part: [A] person who holds a certificate of authority to operate a health maintenance organization under this subtitle may: (3) Provide health care services on a prepaid basis through licensed providers of these services who are under ²⁴¹ contract with or employed by the health maintenance organization. [Emphasis added.] Moreover, section 19-729 states in relevant part: (a) Prohibited acts. A health maintenance organization may not: (8) Fail to fulfill the basic requirements to operate as a health maintenance organization as provided in § 19-710 of this subtitle.

Section 19—710(b), as we have said, requires HMOs to “conform” to the definitions. This combination of mandatory provisions emphasizes the Legislature’s intent to have an HMO act as an HMO. Not only did it define mandatory characteristics of an HMO, it enacted an additional provision requiring HMOs to conform to those definitions and enacted another section demonstrating that noncompliance with the basic definition of an HMO was prohibited and subject to penalties under section 19-780 of the Health-General Article. There are sections in subtitle 7 that create an exception to an HMO’s limitation on compensation.

For example, section 19-712.5, passed as an emergency measure, states in relevant part: (e) Payments from member or subscriber for nonemer gency.—Notwithstanding any other provision of this article, a hospital emergency facility or provider or a health maintenance organization that has reimbursed a provider may collect or attempt to collect payment from a member or subscriber for health care services provided for a medical condition that is determined not to be an emergency as defined in § 19—701(d) of this subtitle. Evidently, the Legislature determined that an HMO may collect or attempt to collect payment, other than periodic payment, from a subscriber only in the rare situation when the HMO has paid a provider for an uncovered nonemergency service. The Legislature recognized that, absent this extraordinary circumstance, an HMO could not seek such reimbursement from a member. The entire statutory scheme empha ²⁴² sizes that an HMO, by its definitions, provides health care services on a prepaid basis.

Subtitle 7 of Title 19 of the Health-General Article is dedicated to the formation of Health Maintenance Organizations. It is evident from the wording included throughout this subtitle that it was the intent of the Legislature to promote health care services, which were both affordable and efficient. The Legislature viewed a system of prepayments as instrumental to achieving that goal. There is no other reason for including section 19—701(f)(3).

The plain and unambiguous wording of both the old and new version of this statute clearly limits compensation to HMOs to three formats: a predetermined periodic rate basis, copayments or a deductible arrangement. The language of section 19—701(f)(3) cannot be interpreted to include payment to an HMO by means of other methods, whether subrogation, restitution, or reimbursement. The Legislature recognized this limitation on compensation: that is the rationale for the exception allowing for an alternative form of compensation in regards to the granting of emergency services and by enacting several provisions requiring conformance with the statutory definitions of an HMO and prohibiting acts inconsistent with those defining statutes. Accordingly, we hold that the trial court erred by ruling that appellee was permitted to pursue its members for subrogation, restitution, or reimbursement after they received a settlement from third-party tortfeasors.

Such compensation directly contradicts the express wording of section 19—701(f)(3). B. Section 19-710(o) In their appeal, appellants also rely on section 19-710(o) of the Health-General Article, which states: (o) Enrollee not liable for covered services; exceptions.— (1) Except as provided in paragraph (3) of this subsection, individual enrollees and subscribers of health maintenance organizations issued certificates of authority to operate in this State shall not be liable to any health care provider for any covered services provided to the enrollee or subscriber. ²⁴³ (2) (i) A health care provider or any representative of a health care provider may not collect or attempt to collect from any subscriber or enrollee any money owed to the health care provider by a health maintenance organization issued a certifícate of authority to operate in this State. (ii) A health care provider or any representative of a health care provider may not maintain any action against any subscriber or enrollee to collect or attempt to collect any money owed to the health care provider by a health maintenance organization issued a certificate of authority to operate in this State. (3) Notwithstanding any other provision of this subsection, a health care provider or representative of a health care provider may collect or attempt to collect from a subscriber or enrollee: (1) Any copayment or coinsurance sums owed by the subscriber or enrollee to a health maintenance organization issued a certifícate of authority to operate in this State for covered services provided by the health care provider; or (ii) Any payment or charges for services not covered under the subscriber’s contract. [Emphasis added.] Similarly, section 19-710(h) provides: (h) Hold harmless clause.—(1) The terms of the agreements between a health maintenance organization and providers of health services shall contain a “hold harmless” clause.

(2) The hold harmless clause shall provide that the provider may not, under any circumstances, including nonpayment of moneys due the providers by the health maintenance organization, insolvency of the health maintenance organization, or breach of the provider contract, bill, charge, collect a deposit, seek comp'ensation, remuneration, or reimbursement from, or have any recourse against the subscriber, member, enrollee, patient, or any persons other than the health maintenance organization acting on their behalf, for services provided in accordance with the provider contract. ²⁴⁴ (3) Collection from the subscriber or member of copayments or supplemental charges in accordance with the terms of the subscriber’s contract with the health maintenance organization, or charges for services not covered under the subscriber’s contract, may be excluded from the hold harmless clause. (4) Each provider contract shall state that the hold harmless clause will survive the termination of the provider contract, regardless of the cause of termination. These sections explicitly provide that subscribers or members owe no debt to any health care provider (i.e., any doctor, hospital, etc.) for any covered services. Accordingly, except for section 19-712.5, subscribers or members cannot be primary debtors.

These provisions do not directly concern the relationship between an HMO and one of its members, but they do relate to the rationale that the Legislature did not want members of HMOs to be retroactively liable for covered services. As we stated, supra, an HMO typically contracts with two distinct entities: its members and health care providers. While the relationship between a member, an HMO, and a provider may at first appear “to be a triangular relationship with the HMO at the apex, it is really two-sided—right (member) and left (provider) both meet at the apex (HMO) but with no contractual base line between the [member] and the provider.” Patel, 112 Md.App. at 260-61 , 684