Advanced Benefit Concepts, Inc. v. Blue Cross and Blue Shield of Alabama, Access Health, Inc. & Preferred Care Services, Inc. ( 2023 )


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  •                               STATE OF LOUISIANA
    COURT OF APPEAL
    FIRST CIRCUIT
    2022 CA 1193
    2022 CW 1270
    ADVANCED BENEFIT CONCEPTS, INC.
    VERSUS
    L      CROSS AND BLUE SHIELD OF ALABAMA ACCESS HEALTH
    INC. & PREFERRED CARE SERVICES, INC.
    DATE OF JUDGMENT:         AUG 0 8 2023
    ON REVIEW FROM THE NINETEENTH JUDICIAL DISTRICT COURT
    PARISH OF EAST BATON ROUGE, STATE OF LOUISIANA
    NUMBER 709719, SECTION 27
    HONORABLE TRUDY WHITE, JUDGE
    Alesia M. Ardoin                           Counsel for Plaintiff A
    - ppellant
    R. Gray Sexton                            Advanced Benefits Concepts, Inc.
    Baton Rouge, Louisiana
    Timothy Stephen Babcock
    Baton Rouge, Louisiana
    Tedrick K. Knightshead
    Baton Rouge, Louisiana
    Renee C. C3ra.sto                          Counsel for Defendants -Appellees
    J. E. Cullens, Jr.                        Blue Cross and Blue Shield of
    Andree M. Cullens                         Alabama, Access Health, Inc., and
    S. Layne Lee                              Preferred Care Services, Inc.
    Baton Rouge, Louisiana
    Carl S. Burkhalter
    Matthew J. Bowness
    Harold William Bloom
    Birrningharn, .Alabama
    BEFORE: THERIOT, CRUTZ, AND RESTER, JJ.
    Disposition: MAY 20, 2022 JUDGMENTS REVERSED. WRIT GRANTED AND October 24, 2022
    JUDGMENT REVERSED. REMANDED.
    CHUTZ, J.
    Plaintiff-appellant, Advanced Benefits Concepts, Inc. ( ABC), appeals the
    district court' s judgment, granting a motion for summary judgment asserted by
    defendants -appellees, Access Health, Inc., Preferred Care Services, Inc., and Blue
    Cross and Blue Shield of Alabama ( collectively Access Health), 1 and dismissing
    ABC' s cause of action for breach of a lobbying contract based on a finding that the
    contract was a nullity. ABC also challenges, by writ and appeal, the district court' s
    interlocutory judgments, overruling declinatory exceptions asserting objections of
    lack of subject matter jurisdiction. We reverse the interlocutory judgments and the
    grant of summary judgment and remand.
    FACTUAL AND PROCEDURAL BACKGROUND
    On ruly 16, 2021, ABC initiated this litigation in district court, seeking to
    enforce a fee agreement it had entered into with Access Health, a written version of
    which the parties executed on June 1, 2019. According to the allegations of the
    petition, in the written fee agreement ABC agreed to " represent Access Health and
    help Access Health identify, establish, and              enter business relationships and
    contracts with    various [ employer groups],"        and Access Health agreed " to pay
    ABC] $ 1, 25 per month per employee covered under Access Health' s contract with
    employer groups] that [ ABC] helped establish." The agreement expressly stated
    that it " shall be evergreen and remain in full force until the termination of all
    employer groups contracts]."         Thus, ABC averred that Access Health " agreed to
    pay [ ABC] the fees until the termination of the contract between Access Health
    and the [ employer group] [ ABC] helped establish."
    1 In its petition, ABC alleged, and Access Health, Preferred Care Services, Inc., and Blue Cross
    and Blue Shield of Alabama admitted in their respective answers, that Preferred Care Services,
    Inc. owns approximately 80% of Access Health' s stock and that Blue Cross and Blue Shield of
    Alabama owns 100% of Preferred Care Services, Inc. For ease of reference where the three
    defendants acted in unity, we refer to them collectively as Access Health.
    2
    ABC further alleged that it helped Access Health establish and enter into a
    business relationship and contract with the State of Louisiana, Office of Group
    Benefits ( OGB),     through which Access Health agreed to provide the primary
    health care network and services to the OGB plan participants for a monthly
    capitation payment as evidenced by a contract between Access Health and OGB
    executed on May 9, 2019 ( the OGB contract). Based on an application of the ABC
    and Access Health fee agreement, for its role in securing the OGB contract, ABC
    calculated Access Health owed a total fee of $6, 930,000.00.2 Access Health
    initially tendered payments to ABC, but discontinued those payments on December
    1, 2020. ABC claimed entitlement to the remainder of the fees owed it under the
    fee agreement as well as the expenses it incurred.
    Access Health answered ABC' s lawsuit with a general denial and asserted a
    reconventional     demand,'     which sought an award for ABC' s alleged unjust
    enrichment of fees Access Health paid that it averred were not owed to ABC under
    the written terms of the June 1, 2019 fee agreement because ABC had breached the
    contract,'   On February 4, 2022, Access Health filed a supplemental and amended
    pleading,    modifying its allegations in support of its reconventional demand.
    Recognizing that ABC was the lobbyist who represented Access Health in the
    establishment of a business relationship and contract with OGB and claiming that
    neither ABC nor its principal, Charles Calvi, were registered as lobbyists with the
    State of Louisiana, Access Health asserted that ABC and Calvi engaged in a
    2 The term of the OGB contract for which ABC alleged its fee was due began on July 1, 2019
    and continued through June 30, 2022, with two one- year options for extensions through June 30,
    2024. Based on the monthly fee of $144, 375. 00 that ABC averred it was owed, the total fee ABC
    claimed is for a period of 49 months.
    3 Preferred Care Services, Inc. and Blue Cross and Blue Shield of Alabama filed individual
    answers, generally denying ABC' s claims, but did not file individual reconventional demands.
    4 Access Health alleged that a dispute arose between it and OGB, which resulted in an
    amendment of the May 9, 2019 OGB contract. Because the terms of the OGB contract were
    modified, retroactive to July 1, 2019, without ABC' s participation, Access Health averred that
    ABC had no entitlement to any fees tendered after July 1, 2019 and breached the fee agreement
    by failing to reimburse Access Health for the payments.
    3
    misrepresentation that rendered the fee agreement between ABC and Access
    Health void. Access Health asked that the district court enter a judgment declaring
    the fee agreement was void and awarding the total amount of payments Access
    Health had tendered to ABC under the fee agreement as an alternative basis for
    unjust enrichment damages.
    On March S, 2022, ABC fled a declinatory exception of lack of subject
    matter jurisdiction and, in the alternative, a peremptory exception of prescription,
    directed at Access Health' s reconventional demand for declaratory relief ordering
    that the fee agreement was void because neither ABC nor Calvi registered as a
    lobbyist with the State of Louisiana. On March 26, 2022, Access Health moved for
    summary judgment, seeking dismissal of ABC' s cause of action for breach of
    contract on the grounds that the fee agreement was a nullity.
    A hearing was held on April 27, 2022, after which the district court
    overruled ABC' s exceptions of subject matter jurisdiction and prescription, and
    granted summary judgment in favor of Access Health, dismissing ABC' s claim for
    breach of contract with prejudice. On May 20, 2022, the district court issued a
    written interlocutory judgment, overruling ABC' s exceptions of lack of subject
    matter jurisdiction and prescription. It issued a second written judgment, granting
    summary judgment in favor of Access Health and dismissing ABC' s cause of
    action for breach of contract expressly determining the judgment was final for the
    purpose of an immediate appeal.'
    ABC filed a motion for new trial, which was ultimately set for a hearing on
    August 24, 2022. The district court denied the motion in a judgment signed on
    September 12, 2022, and on September 21, 2022, ABC suspensively appealed.
    5 The district court issued a third judgment on May 20, 2022, which denied as premature Access
    Health' s motion for summary judgment on its reconventional demand seeking an unjust
    enrichment award for the amount of all the payments it had paid to ABC pursuant to the fee
    agreement that the district court had concluded was null. The parties have not appealed that
    judgment.
    4
    Prior to the hearing on and denial of ABC' s motion for new trial, on June 29,
    2022, Access Health amended the allegations of its reconventional demand a
    second time to add Calvi as a defendant -in -reconvention. Access Health averred
    that ABC acted as Calvi' s alter ego and, therefore, Calvi was personally liable for
    the return of all payments Access Health had tendered under the alleged null fee
    agreement. Alternatively, Access Health claimed that as ABC' s alter ego, Calvi
    was personally liable for ABC' s alleged unjust enrichment of fees Access Health
    had paid that it asserted were not owed to ABC under the terms of the fee
    agreement.     In response to Access Health' s second amended reconventional
    demand, ABC and Calvi filed a declinatory exception of lack of subject matter
    jurisdiction on July 22, 2022.
    During the pendency of suspensive appeal, on October 11, 2022, the district
    court held a hearing on ABC' s exception of lack of subject matter jurisdiction. At
    the conclusion of the hearing, the district court overruled the exception from the
    bench. The district court issued a written judgment in conformity with its ruling on
    October 24, 2022. ABC subsequently filed a notice of intent to seek supervisory
    review, and ABC timely applied for a writ.6 The writ was referred to our panel for
    disposition. See Advanced Benefits Concepts, Ine- v Blue Cross and Blue Shield
    of Alabama, 2022- 1270 ( La. App. 1st Cir. 2/ 1123) ( unpublished writ action).
    Because the memorandum in support of the exception of lack of subject matter
    jurisdiction asserted by ABC on July 22, 20222 contains identical arguments to
    those ABC asserted in its March 8, 2022 pleading insofar as the lack of subject
    matter jurisdiction exception, our analysis and disposition of the appeal and the
    G Since neither the notice of intent nor the district court order setting a return date was filed on
    behalf of Calvi, the writ application is only on behalfof ABC. See La. URCA Rule 4.2.
    5
    writ are the same.'     Thus, we turn to the merits of the propriety of the district
    court' s judgments on the exception of lack of subject matter jurisdiction.
    DISCUSSION
    An objection to the lack of subject matter jurisdiction is raised by a
    declinatory exception.       See    La.    C. C. P.   art.   925( A)(6).   The   district   court' s
    determination of whether it has subject matter jurisdiction over a case is subject to
    de novo review. Louisiana Environmental Action Network, Inc. v Louisiana
    Department of Environmental Quality, 2019- 1551 ( La. App. 1st Cir. 9/23120),
    31.
    4 So. 3d 841
    , 848.
    The Executive Branch Lobbying Act is set forth in La. R.S. 49:71- 78. 1. In
    La. R.S. 49: 71, the legislature expressed the purpose of the Executive Branch
    Lobbying Act, declaring:
    T]he operation of open and responsible government requires that the
    fullest opportunity be afforded to the people to petition their
    government for the redress of grievances and to express freely their
    opinions on actions of the executive branch. To preserve and maintain
    the integrity of executive branch action and state government, the
    legislature also declares it is necessary that the identity of persons
    who attempt to influence actions of the executive branch and certain
    expenditures by those persons be publicly disclosed.
    To this end, the Executive Branch Lobbying Act requires that each lobbyist
    register with the ethics board (the Board) as soon as possible after employment as a
    lobbyist or after the first action requiring his registration as a lobbyist. See La. RS.
    7 A judgment overruling an exception is generally considered interlocutory and not appealable.
    See La. C.C.P. arts. 1841 and 2083; Ascension School Employees Credit Union v Provost
    Salter Harper & Afford, L.L.C, 2006-0992 ( La. App. 1 st Cir. 3/ 23/ 07), 
    960 So.2d 939
    , 939-940.
    But in a restricted appeal like this one, which is limited to a review of the propriety of the
    summary judgment dismissal of ABC' s cause of action based on an allegedly null contract, an
    appellant may seek review of interlocutory judgments involving the same or related issues to the
    judgment on appeal. See Carrollton Presbyterian Church v Presbytery ofSouth Louisiana of
    Presbyterian Church ( USA), 2011- 0205 ( La. App. 1st Cir. 9/ 14111), 
    77 So. 3d 975
    , 978- 79, cert.
    deniSd, 
    133 S. Ct. 150
    , 
    184 L.Ed.2d 32
     ( 2012). Because the issue of the district court' s subject
    matter jurisdiction to issue a judgment declaring that the fee agreement is null is related to its
    summary judgment dismissal of ABC' s breach of contract claim, ABC was entitled to review of
    the district court' s May 20, 2022 judgment overruling its exceptions with its appeal.
    2
    49:74(A).8 Importantly for purposes of this appeal, the Board " shall be responsible
    for the enforcement of provisions of [the Act]." See La. R.S. 49: 78( A).
    Although La. Const. art. V, sec. 1 provides that "[ tjhe judicial power is
    vested in a supreme court, courts of appeal, district courts,               and   other   courts
    authorized by this Article," pursuant to La. Const. art. V, sec. 16, " fejrxcept as
    otherwise authorized by this constitution ..., a district court shall have original
    jurisdiction of all civil and criminal matters." ( Emphasis added.)
    Article X, section 21        of the Louisiana Constitution provides such an
    exception to the general rule granting district courts original jurisdiction by
    authorizing the creation of a board as a tribunal of limited jurisdiction as follows:
    The legislature shall enact a code of ethics for all officials
    and employees of the state and its political subdivisions. The code
    shall be administered by one or more boards created by the
    legislature with qualifications, terms of office, duties,           and powers
    provided by law. Decisions of a board shall be appealable, and the
    legislature shall provide the method of appeal. [ Emphasis added].
    The grant of exclusive jurisdiction of certain subject matters to the Board
    results in the subtraction of those matters from the district court' s jurisdiction. See
    Jones v Board of Ethics for Elected Officials, 96-2005 ( La. 519197), 
    694 So.2d 171
    , 172, on reh' ,    96- 2005 ( La. 6120197), 
    696 So.2d 549
    . A determination of the
    application or interpretation of the Executive Branch Lobbying Act is within the
    grant of exclusive jurisdiction of certain subject matter to the Board. See In re
    Arnold, 2007.2342 ( La. App. 1st Cir. 5123108), 
    991 So.2d 531
    , 537; La. R.S.
    49:78( A); and La. R.S. 42: 1132( D). There are two limited exceptions: where there
    is either a challenge to the constitutionality of the provisions of the Executive
    Branch Lobbying Act or to the due process procedures employed by the Board.
    8 Each lobbyist sha11 electronically file with the Board his name and business address and the
    name and address of each person by whom he is employed and, if different, whose interests he
    represents, including the business in which that person is engaged. Additionally, the lobbyist
    shall disclose the name of each person by whom he is paid or is to be paid, the amount he is paid
    or is to be paid for the purpose of lobbying, and a characterization of such payment as paid,
    earned but not received, or prospective. The amounts required to be disclosed are reported by
    category of value. Se La. R.S. 49:74(A).
    7
    See Jones, 694 So.2d at 173; Duplands v Louisiana Board ofEthics, 2000- 
    1750 La. 3123101
    ), 
    782 So. 2d 582
    , 592.
    In its reconventional demand, Access Health requested that the district court
    issue a judgment declaring that the fee agreement between it and ABC was void
    pursuant to La. R.S. 49:79. 1( B). La. R.S. 49: 78. 1 provides:
    A.   No   person   shall   enter   into   a   contract   to   act   in   a
    representative capacity for the purpose of lobbying and fail to register
    or fail to file a supplemental registration providing the name and
    address of the person by whom he is employed or engaged and, if
    different, whose interests he represents pursuant to such contract as
    required by this Part.
    B. Any person who violates the provisions of Subsection A of
    this Section shall have engaged in a misrepresentation sufficient to
    defeat or void the contract such person entered into to act in a
    representative capacity for the purpose of lobbying. Any effort to
    register or to file a supplemental registration after any remedy or relief
    relative to such a violation is sought pursuant to any provision of law
    shall not be sufficient to reverse the misrepresentation.
    C. The [ B]oard shall afford any person accused of violating
    Subsection A of this Section a hearing in accordance with the
    provisions of Part III of Chapter 15 of Title 42 of the Louisiana
    Revised Statutes of 1950. If the [ B] oard finds that a person violated
    the provisions of Subsection A of this Section, the [ B] oard shall order
    that the contract entered into for the purpose of lobbying by such
    person is void and the provisions thereof unenforceable.
    D. The provisions of this Section shall be in addition to any
    other applicable penalties or any other remedy or relief provided by
    law.
    ABC contends that because the present litigation neither challenges the
    constitutionality of the Executive Branch Lobbying Act nor the due process
    procedures of the Board, the district court lacked subject matter jurisdiction to
    issue the requested relief Access Health sought in its reconventional demand: i.e., a
    judgment declaring the fee agreement between ABC and Access Health is null
    because, as set forth in La. R.S. 49: 78. 1, exclusive jurisdiction to do so lies with
    the Board.
    Initially, we note that in River Birch, Inc. v. Robin &                Associates, Inc.,
    2004- 1561 ( La. App. 1 st Cir. 6/ 15/ 05), 
    906 So.2d 729
    , writ denied, 2005- 2201 ( La.
    2/ 10/ 06), 
    924 So. 2d 176
    , this court examined the provisions of the Legislative
    Lobbying Act, see La. R.S.            49.•50- 59, which mirrors the Executive Branch
    Lobbying Act in seminal ways.4 Under the provisions in effect at that time, the
    River Birch court determined that, because the Board' s remedies to the imposition
    of penalties, there was no civil right of action under the Legislative Lobbying Act,
    and it upheld the district court' s conclusion finding the fee agreement between the
    unregistered lobbyist and the principal he represented was valid. In reaching its
    conclusions,     subject matter jurisdiction was presumed. River Birch, Inc., 906
    So. 2d at 734- 35.
    But subsequently, in 2006, the legislature added La. R.S. 49:78. 1 to the
    Executive Branch Lobbying Act, the provisions of which expressly provide that
    the failure of a lobbyist to register as required under the Executive Branch
    Lobbying Act constitutes " a misrepresentation sufficient to defeat or void [ a
    contract to act in a representative capacity for the purpose of lobbying]," thereby
    empowering the Board with the authority to invalidate a lobbying contract for
    misrepresentations arising from the failure of a lobbyist to properly register. In
    light of the amendment, River Birch is not dispositive of the issue of subject matter
    jurisdiction and the parties' respective reliance on it is misplaced.
    In support of its assertion that the district court has subject matter
    jurisdiction, Access Health focuses on the language of La. R.S. 49:78. 1( D), which
    states, "   The provisions of this Section shall be in addition to any other applicable
    penalties or any other remedy or relief provided by law." Access Health interprets
    Subsection D to allow relief and remedies for violations beyond the penalties
    9 ComRare La. R.S. 24: 53 &    24: 58. 1 (   legislative lobbying) with La. R.S. 49:74 &   49: 78. 1
    executive branch lobbying).
    9
    imposed by the Board, thus, conferring jurisdiction on the district court to declare
    the fee agreement is void and its terms unenforceable. Access Health contends that
    if a hearing before the Board is the exclusive remedy for violations of La. R.S.
    49: 78. 1,   the entirety of subsection ( D) must be ignored, in derogation of the
    jurisprudential presumption that every word, sentence, or provision in a statute was
    intended to serve some useful purpose, that some effect be given to each such
    provision, and that the legislature used no unnecessary words or provisions. See
    e&.,   Battaglia v LeBlanc, 2021- 0011 ( La. App. 1st Cir. 6/ 17/ 21), 
    328 So.3d 467
    ,
    470, writ denied, 2021- 01025 ( La. 1113121), 
    326 So. 3d 886
    , citing Boudreaux v
    Louisiana Dep 't ofPub. Safety and Corrs., 2012- 0239 ( La. 10116112), 
    101 So. 3d 22
    , 26.
    In M.J. Farms, Ltd. v Exxon Mobil Corp., 2007- 2371 ( La. 7/ 1108),        
    998 So.2d 16
    , 26- 27, our supreme court explained:
    The function of statutory interpretation and the construction
    given   to   legislative acts rests with the judicial branch of the
    government.    The rules of statutory construction are designed to
    ascertain and enforce the intent of the Legislature. Legislation is the
    solemn expression of legislative will and, thus, the interpretation of
    legislation is primarily the search for the legislative intent. We have
    often noted the paramount consideration in statutory interpretation is
    ascertainment of the legislative intent and the reason or reasons which
    prompted the Legislature to enact the law.
    The starting point in the interpretation of any statute is the
    language of the statute itself. When a law is clear and unambiguous
    and its application does not lead to absurd consequences, the law shall
    be applied as written and no further interpretation may be made in
    search of the intent of the legislature. However, when the Ianguage of
    the law is susceptible of different meanings, it must be interpreted as
    having the meaning that best conforms to the purpose of the law.
    Moreover, when the words of a law are ambiguous, their meaning
    must be sought by examining the context in which they occur and the
    text of the law as a whole.
    It is also well established that the Legislature is presumed to
    enact each statute with deliberation and with full knowledge of all
    existing laws on the same subject. Thus, legislative language will be
    interpreted on the assumption the Legislature was aware of existing
    statutes, well established principles of statutory construction and with
    knowledge of the effect of their acts and a purpose in view. It is
    10
    equally well settled under our rules of statutory construction, where it
    is possible, courts have a duty in the interpretation of a statute to adopt
    a   construction    which   harmonizes    and   reconciles   it   with   other
    provisions dealing with the same subject matter. [ Internal citations
    and quotation marks omitted.]
    La. R,S. 49: 78, which provides for enforcement of the Executive Branch
    Lobbying Act by the Board, sets forth in relevant part:
    C. The [ Board) shall have the authority to impose and collect
    penalties in accordance with the provisions of Part III of Chapter 15 of
    Title 42 of the Louisiana Revised Statutes of 1950 for a violation of
    this Part. In addition, for recurring or egregious violations of this Part,
    the [ Board] may censure any person found guilty of such violation by
    the [ Board] and prohibit such person from lobbying for not less than
    thirty days and not more than one year.
    D. In addition to any other applicable penalties:
    1)(a) Any person required to register and who fails to timely
    register and any person who fails to timely file any report required by
    this Part shall be assessed, pursuant to R.S. 42: 1157, a late fee of fifty
    dollars per day.
    b)    However, any person who fails to timely file a lobbyist
    expenditure report filed pursuant to R.S. 24: 55( G) or R.S. 49: 76( G)
    which contains all of the information required by this Part and Part III
    of Chapter 1 of Title 24 of the Louisiana Revised Statutes of 1950
    shall be assessed, pursuant to R.S. 42: 1157, a late fee of fifty dollars
    per day.
    2)    Any person whose registration or report is filed eleven or
    more days after the day on which it was due may be assessed, in
    addition to any late fees pursuant to this Section, after a hearing by the
    B] oard, a civil penalty not to exceed ten thousand dollars.
    3)    If the [ B] oard   determines that a person has        filed   a
    registration or report required by this Part that is inaccurate or
    incomplete, the [ B] oard shall snail by certified mail a notice of
    delinquency informing the person that the inaccuracy must be
    corrected or the missing information must be provided no later than
    fourteen business days after receipt of the notice of delinquency. The
    notice of delinquency shall include the deadline for correcting the
    inaccuracy or providing the missing information. If the person
    corrects the inaccuracy or provides the missing information prior to
    the deadline contained in the notice of delinquency, no penalties shall
    be assessed against the person.
    4)    Whoever fails to correct the inaccuracy or provide the
    missing information by the deadline included in the notice of
    delinquency shall be subject to penalties as provided by law.
    11
    5)   Any person who with knowledge of its falsity files a
    registration or report as required in this Part that contains a false
    statement or false representation of a material fact shall be subject to
    the assessment of the civil penalties provided in Part III of Chapter 15
    of Title 421 of the Louisiana Revised Statutes of 1950, and the
    findings of the Board relative to such filing shall be referred by the
    Board to the appropriate district attorney for prosecution pursuant to
    R. S. 14: 133.
    Thus, La. R.S. 49:78 empowers the Board to impose other remedies and relief in
    addition to penalties.
    Reading La. RS. 49: 78. 1 alongside La. R.S. 49: 78, it is clear that La. R.S.
    49: 78. I(D) simply references the other applicable penalties as well as the other
    remedies and relief provided in La. R.S. 49: 78( D). Because the provisions of La.
    R.S. 49:78. 1( D) are clear, unambiguous, and their application does not lead to
    absurd consequences, subject matter jurisdiction to declare null the fee agreement
    between lobbyist ABC and its principal, Access Health, lies exclusively with the
    Board. Accordingly, the district court was without jurisdiction to issue a judgment
    seeking the relief Access Health sought, i.e., a declaration that the fee agreement
    between Access Health and ABC was a nullity." Accordingly, the interlocutory
    judgments, denying ABC' s lack of subject matter jurisdiction exceptions, issued on
    May 20, 2022 and October 24, 2022, are reversed.
    Although ABC requests that this court reverse the district court' s conclusion
    overruling its exception of prescription insofar as Access Health' s ireconventional
    demand for a declaration that the fee agreement is null,I I because the district court
    10 On appeal, Access Health suggests the fee agreement' s unenforceability is an affirmative
    defense which it is entitled to assert in response to ABC' s breach of contract claim. But ABC
    directed the lack of subject matter jurisdiction exceptions at Access Health' s reconventional
    demand, which sought a declaration that the fee agreement was null, which is the same relief
    Access Health seeks through its affirmative defense. Mindful that the party asserting the
    affirmative defense has the burden of proving it, see LAD Services of Louisiana, L.L.G Y.
    Superior Derrick Services, L.L.C., 2013- 0163 ( La. App. 1st Cir, l 1/ 7/ 14), 
    167 So.3d 746
    , 756,
    writ not considered, 2015- 0086 (La. 4/ 2! 15), 
    162 So. 3d 392
    , our disposition of the exceptions of
    subject matter jurisdiction, therefore, necessarily disposes of Access Health' s affirmative defense
    contention.
    11 She La. R.S. 49:78( B) (" No action to enforce any provision of [the Act] shall be commenced
    after expiration of two years after the occurrence of the alleged violation.").
    12
    lacks jurisdiction,    the objection is not properly before us. Accordingly,           we
    pretermit such a discussion. See Peychaud v. Williams, 2021- 0686 ( La. App. 4th
    Cir. 4/ 6! 22), 
    337 So.3d 957
    , 966 ( Reversal of the judgment on the exceptions of
    lack of subject matter jurisdiction results in the termination of the action and
    pretermission of a review of an exception of prescription is proper). See also Suire
    v Lafayette City -Parish Consolidated Gov' t, 2004- 1459 ( La. 4/ 12105), 
    907 So.2d 375
     55 ( An appellate court will not render advisory opinions from which no
    practical results will follow.).
    Because    the    district   court   lacked jurisdiction   over   Access   Health' s
    reconventional demand, which sought a declaration that the fee agreement between
    ABC and Access Health was null, it improvidently granted summary judgment.
    Accordingly, the district court' s summary judgment dismissal of ABC' s claim for
    breach of contract damages is reversed.
    DECREE
    For these reasons, the district court' s interlocutory judgments are reversed.
    Thus, the May 20, 2022 judgment, overruling the exception of Zack of subject
    matter jurisdiction is reversed along with the May 20, 2022 judgment, granting
    summary judgment in favor of Access Health and dismissing ABC' s breach of
    contract cause of action based on a conclusion that the fee agreement was null.
    Additionally, the writ is granted and the October 24, 2022 judgment, overruling the
    exception of subject matter jurisdiction is reversed. The matter is remanded for
    further proceedings. Appeal         costs are assessed against defendants -appellees,
    Access Health, Inc., Preferred Care Services, Inc., and Blue Cross and Blue Shield
    of Alabama.
    MAY 20, 2022 JUDGMENTS REVERSED. WRIT GRANTED AND
    OCTOBER 24, 2022 JUDGMENT REVERSED. REMANDED.
    13