Pain Center of SE Indiana L.L.C. v. Origin Healthcare Solutions L.L.C.

Pain Center of SE Indiana L.L.C. (Pain Center) (plaintiff) twice contracted with Origin Healthcare Solutions L.L.C. (Origin) (defendant) to license Origin’s medical billing and recordkeeping software and have Origin provide ongoing billing and electronic claim-submission services and information-technology (IT) support and training. Origin did not design custom software to meet the individual needs of its customers. The cost of services for the first agreement was three times the cost of the licensing fee, and with the second agreement, the cost of services exceeded the cost of licensing the software by $1,000. When Pain Center discovered that there were thousands of unpaid claims and that the deadline for submitting the claims had passed, it sued Origin for breach of contract. The trial court granted summary judgment to Origin on all claims after finding that the limitations period had run on the claims, which had accrued six to 10 years earlier. The trial court concluded that the contract-based claims were governed by the Uniform Commercial Code (UCC) and its four-year limitations period because the agreements were predominantly about the sale of goods—the software. Pain Center appealed, arguing that its claims were not subject to the UCC and, therefore, Indiana’s 10-year limitations period for written contracts applied and Pain Center’s claims were not time-barred.