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October 22, 1993


The opinion of the court was delivered by: BY THE COURT; JOHN R. PADOVA

 Padova, J.

 October 22, 1993



 In this case, an insurance consultant asserts breach of contract and civil conspiracy claims against an insurer, hospital, and health and pension fund. The insurer, hospital, and health and pension fund have cross-claimed against each other for contribution and/or indemnification, and the health and pension fund has counter-claimed against the insurance consultant for recoupment. The parties have filed a host of motions to dismiss or for summary judgment.



 Plaintiff's original complaint, filed in diversity on May 19, 1992, asserted claims for breach of contract, civil conspiracy, and intentional interference with contractual relations. On May 20, 1992, plaintiff filed his first amended complaint, which only made technical changes to his original pleading. In the latter part of 1992, all defendants filed motions to dismiss plaintiff's first amended complaint. After I ruled on these motions, all of the breach of contract claims and two of the civil conspiracy claims remained. On March 10, 1993, plaintiff filed a motion for leave to file a second amended complaint, which I granted by stipulated Order dated April 30, 1993. On May 3, 1993, plaintiff filed his second amended complaint.

 Plaintiff's second amended complaint avers the following facts. Plaintiff, a Florida resident, is an independent health and life insurance agent and consultant. Defendant Aetna Life Insurance Company ("Aetna") is a Connecticut corporation that, among other things, provides medical and life insurance coverage and related administrative support services to institutional clients. Defendants John F. Kennedy Memorial Hospital ("JFK Hospital") and Philadelphia Municipal Workers' District Council 33 Health and Welfare Fund (the "Fund") *fn1" sought certain plans of medical and life insurance coverage for their respective employees, members, and their families. Between December 1985 and December 1986, plaintiff entered into an agreement with Aetna (the "Consultation Contract") whereby plaintiff was obligated to (1) help design and develop insurance plans for JFK Hospital and the Fund and (2) act as Aetna's agent in selling such insurance coverage and related administrative services to JFK Hospital and the Fund. *fn2"

 Between January and December 1986, plaintiff sold Aetna's insurance coverage and related administrative services to JFK Hospital and the Fund (JFK Hospital and the Fund are sometimes hereinafter collectively referred to as the "Insureds"). In particular, Aetna entered into separate agreements with the Insureds to (1) underwrite "stop-loss" insurance plans that were designed by plaintiff and (2) provide administrative support services with respect to these insurance plans (respectively, the "Hospital-Aetna Contract" and the "Fund-Aetna Contract" or collectively, the "Insurance Contracts"). By December of 1986, plaintiff had entered into written agreements with the Fund (the "Fund-Richardson Contract") *fn3" and JFK Hospital (the "Hospital-Richardson Contract") *fn4" (the Fund-Richardson Contract and the Hospital-Richardson Contract are collectively referred to as the "Liaison Contracts"). In the Liaison Contracts, plaintiff agreed to provide on-going administrative services, including serving as a liaison between the Insureds and Aetna with respect to the Insurance Contracts. In exchange for plaintiff's services, JFK Hospital agreed to pay plaintiff on an annual basis $ 50,000 plus 10 percent of the savings achieved by JFK Hospital from being a self-insurer, as provided for in the plan, and the Fund agreed to pay plaintiff on an annual basis for a minimum of five years 1.8 percent of the expected claims made against the plan. In all of these contracts, plaintiff, the Insureds, and Aetna agreed that plaintiff's compensation for his services would be included in Aetna's overall billing statements to the Insureds, and Aetna would be responsible for distributing the full compensation that each of the Insureds would owe to plaintiff.

 Until April 1988, all of these contracts were satisfactorily performed. By letter dated May 25, 1988, however, the Fund notified Aetna that plaintiff was not to be involved in any way with the Fund's accounts with Aetna. JFK Hospital and the Fund subsequently barred plaintiff from continuing to perform services on their behalf, and they ceased paying Aetna the amounts earmarked as plaintiff's compensation. Aetna, however, continued to perform services for the Insureds under their Insurance Contracts, including those services formerly provided by plaintiff (which it performed for additional compensation). Plaintiff alleges that he was never informed by the Insureds of any complaints or criticism concerning any aspect of his performance of services to the Insureds under his contracts with them.

 Based upon these factual allegations, plaintiff alleges breach of contract claims against JFK Hospital (Count I), the Fund (Count II), and Aetna (Count III). Plaintiff also asserts claims against JFK Hospital for civilly conspiring with others to infringe upon plaintiff's contractual rights (1) with the Fund (Count IV) and (2) with Aetna (Count XII). The Fund filed a counter-claim against plaintiff for recoupment and a cross-claim against Aetna for contribution and/or indemnification. JFK Hospital filed cross-claims against the Fund and Aetna for contribution and/or indemnification; and Aetna filed cross-claims against the Fund and JFK Hospital for contribution and/or indemnification.



 In determining a motion for summary judgment, I must view all facts in the light most favorable to the party opposing the motion. See Betz Laboratories, Inc. v. Hines, 647 F.2d 402, 404 (3d Cir. 1981). I am guided by Rule 56(c) of the Federal Rules of Civil Procedure, which provides that summary "judgment sought shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c).

 An issue is "genuine" if there is sufficient evidence from which a reasonable jury could find for the non-moving party. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249, 91 L. Ed. 2d 202, 106 S. Ct. 2505 (1986). A fact is "material" if it might affect the outcome of the suit under governing law. Id. at 248. "Factual disputes that are irrelevant or unnecessary will not be counted." Id. (citing 10A Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice & Procedure § 2725, at 93-95 (1983)).

 A party seeking summary judgment always bears the initial responsibility of informing the district court of the basis for its motion and identifying those portions of the record that it believes demonstrate the absence of a genuine issue of material fact. See Celotex Corp. v. Catrett, 477 U.S. 317, 323, 91 L. Ed. 2d 265, 106 S. Ct. 2548 (1986). Where the non-moving party bears the burden of proof on a particular issue at trial, the movant's initial Celotex burden can be met simply by "pointing out to the district court that there is an absence of evidence to support the non-moving party's case." Id. at 325. "After the moving party has met its initial burden, summary judgment is appropriate if the non-moving party fails to rebut by making a factual showing "sufficient to establish an element essential to that party's case, and on which that party will bear the burden of proof at trial." Id. at 323. It is not the role of the Court to weigh the evidence, only to determine if there are triable issues. See Country Floors v. Partnership of Gepner & Ford, 930 F.2d 1056, 1062 (3d Cir. 1991). *fn5"



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