August 5, 2016
This is the latest update of significant developments relating to regulatory, administrative, or legal actions involving schools, especially private-sector schools. During the last quarter, the Supreme Court issued a groundbreaking decision likely to affect False Claims Act ("FCA") litigation against schools for years to come. In addition, the Department of Education continued its close (and some would say hostile) scrutiny of the sector including by determining whether to renew its approval of ACICS as a recognized accreditor and by issuing a proposed regulation that, if enacted in its current form, would significantly restrict the ability of schools to include arbitration clauses in enrollment agreements and give the Department broad discretion to require schools to put up collateral if they have been accused of institutional misconduct. These and the many other significant developments from the last quarter are discussed below.
As regular readers of this update are aware, we have closely followed the proceedings before the Supreme Court in Universal Health Services v. U.S. ex rel. Escobar, a case raising the viability of FCA claims asserted under the so-called "implied certification" theory of liability. After oral argument in April that appeared to favor the plaintiffs’ and the government’s adoption and expansive use of that theory, the Supreme Court issued a unanimous decision in June affirming that the theory exists. While the decision at first glance appears to be a win for the plaintiffs’ bar, a closer reading demonstrates it actually may prove to be a significant victory for defendants, including schools.
The allegations at the center of Escobar were that the defendant, a mental health hospital, provided inadequate care to a teenage patient by allegedly using under-qualified personnel to deliver counseling services. Sl. Op. at 4-5. Following the patient’s death, the patient’s parents filed suit under the FCA alleging that the hospital’s alleged misconduct rendered it liable under the FCA on account of claims submitted to Medicaid that they claimed "impliedly certified" that the hospital used qualified personnel (in accordance with state Medicaid requirements), when in fact, it did not. Id. at 5-6.
The implied certification theory at the center of Escobar reaches far beyond the medical context and has been frequently leveled against schools. The plaintiffs in cases against colleges and universities typically use the theory to create the fiction that the school’s entirely accurate request for payment of federal financial aid was rendered implicitly "false" when the school is allegedly out of compliance with any one of the many regulatory requirements applicable to schools. So, for example, plaintiffs use the implied certification theory to argue that a school’s submission of requests for financial aid was "false" if the school was out of compliance at that time with the so-called incentive compensation provision.
In Escobar, the Court reviewed two issues: (1) whether a defendant’s "implied false certification" of compliance with statutory, regulatory, or contractual requirements may provide a proper basis for FCA liability, and (2) whether that liability must be premised on an express "condition of payment" in the law. Id. at 1-2.
The headline from Escobar was disappointing. The Court, in an opinion written by Justice Thomas, found that the implied certification theory "can be a basis for liability," "at least in certain circumstances." Id. at 1. And the Court rejected the requirement, adopted by some of the circuit courts and many district courts, that only statutes that include an express condition of payment can trigger liability under this theory. Id. at 2.
But the Court’s ruling was not all bad. Indeed, the Court’s opinion contained helpful language with regard to at least three key issues.
First, the Court adopted the implied certification theory in only narrow circumstances, where "two conditions are satisfied: first, the claim does not merely request payment, but also makes specific representations about the goods or services provided; and second, the defendant’s failure to disclose noncompliance with material statutory, regulatory, or contractual requirements makes those representations misleading half-truths." Id. at 11 (emphasis added). This is a significant limit on the implied certification theory, which plaintiffs and the government claimed made actionable under the FCA any violation of any statute, rule, or regulation that may arguably be material to the government’s payment decision. Here, the Court limited the application of the doctrine to when there is actually something on the claim for payment itself (such as some statement) that renders it a "half-truth" as a result of the allegedly undisclosed violation. This could be critical in the education context, because the typical payment requests made by schools do not contain any representations about the services provided such that there would be a "half-truth." The Court reserved for another day the broader question of "whether all claims for payment implicitly represent that the billing party is legally entitled to payment." Id. at 9.
Second, the Court demanded that lower courts pay strict and close attention to, and vigorously enforce, the FCA’s sometimes-forgotten standard for "materiality," helpfully explaining that it is a "demanding" and "rigorous" requirement and that an alleged violation of the law may be actionable under the FCA only if it was "material" to the government’s payment decision. Id. at 14-15. The Court emphatically rejected the standard the United States argued for: that a "violation is material [to the government’s payment decision] so long as the defendant knows that the Government would be entitled to refuse payment were it aware of the violation." Id. at 17. Instead, the standard is, like the common law, whether the non-compliance would "influence" the payment of money by the government. Id. at 14. Thus, because of this ruling, plaintiffs in the future will need to come forward in cases that they file with a showing that, for example, the "Government consistently refuses to pay claims in the mine run of cases based on noncompliance with the particular statutory, regulatory, or contractual requirement." Id. at 16. This will often be hard for plaintiffs to do. Moreover, the Court noted that defendants will have "powerful evidence" refuting materiality if they can show the government paid its claims despite "actual knowledge that certain requirements were violated." Id. (This rule should prove very powerful for schools–for example, in the compensation case context, there is a compelling history of the Department paying financial aid requests despite alleged violations of the law.) Simply put, "[t]he False Claims Act is not a means of imposing treble damages and other penalties for insignificant regulatory or contractual violations." Id. at *13 (emphasis added).
On top of ratcheting up the standard, the Court also provided further help for defendants by expressly stating that materiality can be attacked on a motion to dismiss, prior to any discovery taking place. Despite what many lower courts had found, the Court rejected the argument that materiality was "too fact intensive for courts" to examine on a motion to dismiss, and reminded courts that a plaintiff must plead materiality "with plausibility and particularity." Id. at 16 n.6.
Finally, the Court reiterated the importance of the rigorous "scienter" element of the FCA, and noted that materiality is also part of the "knowledge" inquiry. "What matters is . . . whether the defendant knowingly violated a requirement that the defendant knows is material to the Government’s payment decision." Id. at 2 (emphases added). This appears to impose a new, "second level" of scienter that plaintiffs must now prove in FCA cases–a plaintiff must prove not only that the defendant knowingly submitted false claims, but also that it knew an alleged violation of underlying legal requirements was material to the government.
Together, these rulings provide great fodder for defendants, and schools in particular. While the headline from Escobar ("The Court Adopts Implied Certification") is not good, the actual content of its rulings is actually quite helpful. Following Escobar, plaintiffs will have real challenges in showing that there was a "false" claim (i.e., that there was a misleading "half-truth" somewhere in the request for payment), that any violation was "material" (i.e., it actually would have influenced the government’s payment decision), and that there was "scienter" (not only of the alleged falsity of the claim, but also that the violation was "material" to the government). The Supreme Court’s actual holdings, we believe, provided some real teeth to its pronouncement that the FCA "is not ‘an all-purpose antifraud statute,’ . . . or a vehicle for punishing garden-variety breaches of contract or regulatory violations." Id. at 15.
Although what may come in the end from Escobar is far from settled, the decision has already had a significant and direct impact in several education cases. First, the Supreme Court granted certiorari in Weston Educational, Inc. v. U.S. ex rel. Miller, and vacated the Eighth Circuit’s decision in that case following Escobar. In that decision, the Eighth Circuit had adopted a very expansive, troubling view of the materiality element, which allowed an FCA case premised on a violation of a school’s record keeping requirements to proceed to trial. U.S. ex rel. Miller v. Weston Educational, Inc., 784 F.3d 1198, 1208 (8th Cir. 2015). The Supreme Court’s ruling that the decision needed to be vacated in light of Escobar must be viewed as a positive development, and it will be interesting to see how the Eighth Circuit interprets the much more rigorous standard adopted by the Supreme Court on reconsideration.
Second, the Supreme Court remanded U.S. ex rel. Nelson v. Sanford Brown for reconsideration in light of Escobar. In this decision, the Seventh Circuit had rejected the implied certification theory in its entirety, so the Supreme Court almost certainly had to remand the decision in light of the headline of Escobar. This will be a key case to watch to see how the Seventh Circuit modifies its ruling in light of Escobar. The Seventh Circuit had earlier ruled that it was "unreasonable" to "hold that an institution’s continued compliance with the thousands of pages of federal statutes and regulations incorporated by reference" can establish "liability under the FCA." We will monitor whether the court reaches the same conclusion.
Finally, the impact of Escobar has been felt in the trial courts too. In U.S. ex rel. LaPorte v. Premier Educ. Grp., No. 11-3523 (RBK/AMD) (D.N.J.), the court sua sponte called for supplemental briefing on the impact of Escobar on the court’s previous decision to grant the school’s motion to dismiss only in part that is discussed below. Similarly, Stephens Institute has sought reconsideration of the court’s ruling on summary judgment in U.S. ex rel. Rose v. Stephens Institute, No. C-09-5966 PJH (N.D. Cal.) that had allowed a relator to proceed to trial solely on an implied certification theory, and is also discussed below in more detail.
It is not hyperbole to say that Escobar may be the most important decision regarding FCA litigation facing schools ever. And we will continue to monitor how it develops.
Perhaps showing just how prevalent FCA cases are against schools (and the importance therefore of Escobar), there was a series of other decisions this last quarter in the FCA space that we would be remiss not to mention.
First, absent Supreme Court review, the Ninth Circuit put a final nail in the coffin of the long-running case, U.S. ex rel. Lee v. Corinthian Colleges, alleging Corinthian violated the FCA by allegedly violating the compensation provision. On June 9, 2016, the Ninth Circuit affirmed the dismissal of the case for lack of jurisdiction, because the alleged violation had already been publicly disclosed in an earlier securities lawsuit and the relators did not qualify as original sources. Sl. Op. at 3. The Ninth Circuit, however, reversed the more than one-million dollar sanctions award against relators’ counsel issued by the lower court, holding that although the case was ultimately a loser, it was not "frivolous." Id. at 4-5.
Second, on May 4, 2016, a federal court in the Northern District of California granted in part and denied in part defendant Stephens Institute’s (a.k.a. Academy of Art University or AAU’s) motion for summary judgment in an FCA case, also alleging violations of the compensation provision. Rose v. Stephens Inst., No. 09-05966-PJH, ECF No. 179 (N.D. Cal. May 4, 2016). The court denied AAU’s argument that the public disclosure bar precluded the case going forward on account of earlier "congressional hearings and Department of Education reports." Id. at 4. The court found that the "complaint’s allegations are not ‘substantially similar’ to the public disclosures when viewed at the appropriate level of generality." Id. at 9. And on the merits, the court found that although the relators were precluded from proceeding under either a "promissory fraud" or "express false certification" theory because they failed to provide evidence that AAU made false promises or certifications when entering into the PPAs at issue, id. at 10-11, 11-12, the relators raised a triable issue of whether AAU falsely, impliedly certified compliance with the compensation provision in connection with claims for payment. Id. at 12, 18. As indicated above, AAU has asked for reconsideration of this decision in light of Escobar.
Third, a federal court in New Jersey allowed portions of an FCA case to proceed when it granted in part and denied in part defendant Premier Education Group’s motion to dismiss on May 10, 2016. U.S. ex rel. LaPorte v. Premier Educ. Grp., No. 3523 (RBK/AMD), ECF No. 52 (D.N.J. May 10, 2016). In this case, seven former PEG employees filed suit against PEG accusing it of falsifying job placement records, misrepresenting accreditation status of certain programs, engaging in fraudulent conduct to secure financial aid for ineligible students, and noncompliance with the compensation regulation. Id. at 3-5. In its order, the court held that the public disclosure bar precluded certain allegations of record falsification that occurred prior to the 2010 amendment of the public disclosure bar, due to the allegations’ similarities with several state court complaints against PEG. Id. at 24. But the court found that conduct that occurred after the 2010 amendment or that exceeded what was included in news articles was not barred. Id. at 19-24. On the merits, the court found that relators’ allegations regarding the "high-pressure tactics" used to enroll students "fail[ed] to state a regulatory violation." Id. at 29, 31. The court further dismissed claims that PEG admitted students who were "unqualified" because they were convicted felons, had learning disabilities, or limited English-language skills because "[r]elators point to no regulation prohibiting the admission" of such students. Id. at 32-33. At the same time, the court found that relators had sufficiently alleged that PEG’s job placement statistics were misleading or false, that PEG provided bonuses based on enrollments, and that PEG falsified student records to keep students eligible for federal financial aid. Id. at 28, 31-32, 33-34. The court further declined to grant leave to amend the claims it dismissed as "the facts alleged do not state a claim as a matter of law," and "[r]elators could remedy these deficiencies only by alleging new facts entirely." Id. at 50-51. As stated above, the court has now asked for further briefing in light of Escobar.
Fourth, a federal court in the Southern District of Florida allowed part of a long-running FCA case against Kaplan University to proceed to discovery. In United States ex rel. Diaz v. Kaplan University, Case No. 1:09-cv-20756 (S.D. Fla. Mar. 24, 2016),* Judge Seitz denied Kaplan’s request that the FCA case of former employee Carlos Diaz be dismissed under the FCA’s so-called first-to-file rule based upon an earlier-filed case against Kaplan Higher Education Corporation. Judge Seitz held that Diaz’s case was not sufficiently "related" to the earlier-filed case to be barred by the rule, as the Court found that the two cases involved different components of Kaplan’s educational entities. The matter is now in discovery.
In another interesting development this last quarter, the Department of Education was scheduled to take up a review as to whether to renew its recognition of ACICS as an accreditor recognized by the Department. ACICS has been subject to criticism by certain members of Congress and various states’ attorneys general on account of its having accredited some of the schools under regulatory scrutiny, including Corinthian Colleges and others. Hanging in the balance is not only the future of ACICS, but hundreds of schools that receive their accreditation through ACICS as well as $4.76 billion in federal financial aid received by those schools that need accreditation to receive that aid.
As one would expect, this decision by the Department to review ACICS’s recognition has brought out of the woodwork all those hostile to the sector. On April 8, 2016, for instance, a group of twelve attorneys general submitted an inflammatory letter to the Department of Education opposing renewal of ACICS’s recognition and claiming that "[e]ven in a crowded field of accrediting failures, ACICS deserves special opprobrium." The letter cites ACICS’s accreditation of schools being investigated by the attorneys general (apparently assuming that simply if the attorneys general decide to investigate, the schools must have done something wrong), as well as statistics from a group called ProPublica purportedly finding that only "35% of students enrolled at ACICS accredited schools graduate from their programs." Others have joined the attorneys’ general calls for the Department to not renew ACICS’s recognition, including various consumer protection groups as well.
In another environment, this may all be political bluster that is quickly forgotten. But not in today’s world. As we will discuss more in future updates, on June 22, 2016, the Department issued a 29-page report proposing termination of ACICS as a recognized accreditor. And that same month, the National Advisory Committee on Institutional Quality and Integrity, the federal panel that oversees accrediting agencies, voted to de-recognize ACICS as well. This is a dramatic event that, pending administrative and judicial appeals, will have significant effects throughout the industry.
Almost certainly not coincidentally, ACICS announced that it had issued an order to show cause to ITT, ACICS’s largest school, as to why it should not lose ACICS accreditation or otherwise be sanctioned. In support of this order to show cause, ACICS does not cite any findings of wrongdoing by ITT; rather, it cites the fact that the attorneys general are investigating ITT and that the Department placed ITT on heightened cash monitoring (due to the late submission of audited financial statements in 2014). ACICS also withdrew the accreditation of Computer Systems Institute, a school for which the Department recently denied recertification in Title IV based on allegations that CSI had not correctly reported placement statistics. According to published sources, CSI has lost its appeal of the Department’s decision and has announced it is appealing ACICS’s decision.
And in perhaps the most Kafkaesque twist that the industry has encountered, the Department responded to ACICS’s decision to issue an order to show cause to ITT by increasing ITT’s letter of credit. For those keeping score at home: the Department required ITT to post a letter of credit based upon allegations, ACICS issued an order to show cause to ITT based upon the Department’s letter of credit and allegations, and the Department responded to ACICS’s order to show cause by increasing ITT’s letter of credit. This cascading series of regulatory actions based on nothing more than allegations by those hostile to the sector raises troubling questions about the apparent failure to observe basic due process protections for regulated entities.
On April 25, 2016, the United States District Court for the Eastern District of Virginia granted Bristol University’s motion for preliminary injunction and preliminarily enjoined ACICS from suspending Bristol’s accreditation. Bristol University v. ACICS, No. 16-cv-00307-AJT-MSN, Dkt. No. 30 (E.D. Va. Apr. 25, 2016). Bristol sued ACICS in March, alleging that ACICS violated its own procedures and denied Bristol due process when it "unreasonably" rejected Bristol’s application for renewal of accreditation. The Court agreed with Bristol, holding that Bristol "has made a clear showing that it will suffer irreparable harm if the preliminary injunction is not granted" and that ACICS had "fail[ed] to comply with its own internal review procedures" in evaluating Bristol. Id. at 10, 13.
ACICS, however, also had a significant victory this last quarter. On April 21, 2016, the United States District Court for the District of Columbia denied the Consumer Financial Protection Bureau’s ("CFPB") petition to enforce a civil investigative demand issued to the ACICS. Consumer Fin. Prot. Bureau v. Accrediting Council for Indep. Colleges & Sch., No. CV 15-1838 (RJL), — F. Supp. 3d. —-, 2016 WL 1625084, at *2 (D.D.C. Apr. 21, 2016). As we reported in January, the CFPB had issued a very broad demand for documents to ACICS as part of an investigation "to determine whether any entity or person has engaged or is engaging in unlawful acts and practices in connection with accrediting for-profit colleges" in violation of the consumer financial protection laws. Id. After unsuccessfully attempting to reach a compromise with the CFPB, ACICS opposed the motion, arguing that the CFPB’s investigation "’is well outside the scope of the agency’s authority.’" Id. at 1.
Judge Richard J. Leon agreed with ACICS. In the well-reasoned opinion, the court explained that the CFPB did not dispute that its investigate powers were limited to alleged violations of consumer financial laws and yet "none of these laws address, regulate, or even tangentially implicate the accrediting process of for-profit colleges." Id. at 3. Instead CFPB argued "that because it indisputably ‘has authority to investigate for-profit schools in relation to their lending and financial-advisory services,’ it also has authority to investigate whether any entity has engaged in any unlawful acts relating to the accreditation of those schools." The court responded: "Put simply, this post-hoc justification is a bridge too far!" Id. The agency cannot "plow head long into fields not clearly ceded to them by Congress" based on an attenuated connection to its actual scope of jurisdiction. See id.
The CFPB has since appealed this ruling to the D.C. Circuit. This decision comes on the heels of the Seventh Circuit dismissing ITT Educational Services, Inc.’s interlocutory appeal of a different lower court’s partial denial of ITT’s motion to dismiss the CFPB’s case against the school for lack of jurisdiction and constitutional violations. Consumer Fin. Protection Bureau v. ITT Educ. Servs., Inc., No. 15-1761, ECF No. 24 (7th Cir. Apr. 20, 2016).* As we reported in an update earlier this year, the CFPB brought suit against ITT in the United States District Court for the Southern District of Indiana, accusing ITT of driving students into high-cost private student loans they could not afford. The court granted in part and denied in part ITT’s motion to dismiss, which ITT appealed to the Seventh Circuit and is now remanded back to the lower court.
There was much activity on the regulation front this last quarter as well. On June 17, 2016, the Department of Education issued a series of sweeping proposed rules, including a proposed rule that bans mandatory pre-dispute arbitration agreements and class action waivers by students at schools receiving Title IV financial aid funds, a new federal standard for the borrower defense to repayment of federal loans issued by the Department, and rules that establish triggers for schools to put up collateral if they exhibit financial difficulties or have been accused of misconduct. Apparently, the Department views these rules as a response to last year’s collapse of Corinthian Colleges and resulting debacle of loan forgiveness caused by the Department’s decisions.
The Department’s proposed rules, which are discussed further at https://www.cooley.com/ed-issues-sweeping-propsed-rules-on-borrower-defense, will have profound consequences if enacted not only for the for-profit education sector, but also for all providers of postsecondary education. Indeed, despite the Department’s disproportionate focus on and criticism of for-profit education, the proposed rules do not exempt public, non-profit educational institutions. As a result, all postsecondary educational institutions will be subject to new regulations creating financial responsibility "triggers" requiring a letter of credit. These "triggers" are incredibly broad and include events that have no impact on the school’s financial health or ability to operate, including such things as lawsuits by private parties or investigations by state or federal agencies. Notably, allegations alone (as opposed to a court’s judgment) can serve as a trigger. And if a school activates even two triggers, it is required to post a minimum of 20% of the previous year’s federal student aid to satisfy two letters of credit under these rules.
Comments on the proposed rule must be received on or prior to August 1, 2016, and the final rule is expected to become effective on July 1, 2017. And in anticipation of this proposed rule, several for-profit schools already have eliminated the use of mandatory arbitration clauses in their students’ enrollment agreements. On May 20, 2016, Apollo Education Group announced that, effective July 1, 2016, its schools would no longer include mandatory arbitration clauses in enrollment contracts. That same month, DeVry Education Group also decided to eliminate the arbitration clause from its enrollment agreements. On May 27, 2016, four U.S. Senators, Dick Durbin (D-IL), Sherrod Brown (D-OH), Al Franken (D-MN), and Richard Blumenthal (D-CT), called on ITT to cease using arbitration clauses.
On March 9, 2016, the U.S. Attorney’s Office in the Eastern District of California announced that Bard College had agreed to pay $4 million to resolve allegations that the for-profit school received funds under the Teacher Quality Partnership Grant Program despite failing to comply with the grant’s conditions, and that Bard obtained Title IV student loan funds at certain campus locations before notifying the Department of Education of such locations or before the locations were accredited. The settlement contained no determination of liability, and resolved a qui tam complaint filed by two former students of Bard’s Master of Arts in Teaching Program at Paramount Bard Academy in Delano, California.
This settlement resulted from the coordinated efforts between the Eastern District of California’s U.S. Attorney’s Office, the U.S. Department of Education, and the U.S. Department of Education, Office of Inspector General. This settlement shows the continued trend of interagency coordination and scrutiny on the sector.
In 2014, Bridgepoint Education, Inc. decided to close Ashford University’s campus in Clinton, Iowa at the end of May 2016. A few days after the campus closed, Bridgepoint received a letter from the Iowa Department of Education indicating that, due to the planned closure of Ashford’s Clinton campus, the Iowa State Approving Agency would no longer approve Ashford’s programs for GI Bill benefits throughout the University after June 30, 2016. As a result, Ashford has applied for approval through the California State Approving Agency for Veterans Education. In June, the Iowa Department of Education approved a 90-day stay of the decision to revoke Ashford’s eligibility under the GI Bill through September 18, or until the California State Approving Agency for Veterans Education completes its review and makes its decision on Ashford’s application for certification.
In earlier updates, we reported on the subpoena Bridgepoint received from the SEC. On May 18, 2016, Bridgepoint announced that it had received a second subpoena from the SEC seeking additional information from the Company, including information with respect to a $13.9 million accrual disclosed by Bridgepoint in its Quarterly Report on Form 10-Q with respect to the potential joint resolution of investigations by the Attorney General of the State of California and the Consumer Financial Protection Bureau, the Company’s scholarship and institutional loan programs and any other extensions of credit made by the Company to students, and student enrollment and retention at the Company’s academic institutions.
And the action doesn’t stop. In 2014, Minnesota Attorney General Lori Swanson brought suit against Globe University and the Minnesota School of Business (collectively, "Globe University") in Minnesota state court, alleging that the schools utilized high-pressure sales tactics and deceptive sales tactics to recruit students into programs that overstated the success rates of graduates. In a statement responding to the lawsuit, Globe University noted that the lawsuit followed an investigation by the AG’s office that began in 2013 and with which it cooperated fully. The case proceeded to trial in early April of this year, and the parties rested in early May. The case is now pending before the judge. We will follow this case and keep you posted.
Separately, on May 16, 2016, Globe University announced that it was closing four campus locations in Minnesota and moving those students to other locations within the state or online to continue their programs. In the news release announcing the closure, Globe University placed some of the blame on the Minnesota Attorney General’s "three-year negative publicity campaign" against the school.
We will continue to keep you informed on these and other related issues as they develop.
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