Learing v. Anthem Companies, Inc., The

Background and Claims: Plaintiff Christine Learing, a registered nurse (RN) employed by The Anthem Companies, Inc. in a 'Nurse Medical Management' (NMM) role, filed suit on October 14, 2021, on behalf of herself and similarly situated NMMs. NMMs primarily perform utilization review (also called medical necessity review)—evaluating healthcare authorization requests against clinical criteria to determine whether the requested service is medically necessary. NMMs can approve requests that meet criteria, but cannot deny requests; they must refer potential denials to a licensed physician (medical director). Learing alleges that Anthem misclassified NMMs as exempt from overtime-pay requirements under the Fair Labor Standards Act (FLSA) and the Minnesota Fair Labor Standards Act (MFLSA) and seeks unpaid overtime wages. Anthem defends on the grounds that NMMs qualify for the FLSA's 'learned professional' or 'administrative' exemptions from overtime requirements.

Procedural History: The court conditionally certified a collective of approximately 24 opt-in plaintiffs under the FLSA and later certified a Rule 23 class for the MFLSA claim. On cross-motions for summary judgment filed April 24, 2023, the court issued its March 2024 Order granting partial summary judgment to Learing, holding that neither the learned professional nor the administrative exemption applied. That ruling used the 'plainly and unmistakably' standard, which had been the prevailing formulation in the Eighth Circuit for the employer's burden of proof on FLSA exemption defenses.

Basis for Reconsideration: In January 2025, the U.S. Supreme Court held in E.M.D. Sales, Inc. v. Carrera, 604 U.S. 45 (2025), that the preponderance-of-the-evidence standard governs when an employer seeks to prove an FLSA overtime exemption applies, rejecting arguments for a higher evidentiary standard. The Supreme Court also previously held in Encino Motorcars v. Navarro, 584 U.S. 79 (2018), that FLSA exemptions should be given a 'fair reading' rather than construed narrowly against employers. Anthem moved for reconsideration, arguing the March 2024 Order applied a heightened evidentiary standard inconsistent with these decisions.

The court found the 'plainly and unmistakably' language—derived from a line of Eighth Circuit and Supreme Court precedent tracing back to A.H. Phillips, Inc. v. Walling, 324 U.S. 490 (1945)—is inextricably linked to the now-rejected principle that FLSA exemptions are to be narrowly construed against employers. While acknowledging some courts treat 'plainly and unmistakably' as a statutory construction principle rather than an evidentiary standard, the court found the phrase on its face implies a higher burden than preponderance of the evidence and creates confusion when used alongside the preponderance standard. Relying on the Tenth Circuit's reasoning in Lederman v. Frontier Fire Protection, Inc., 685 F.3d 1151 (10th Cir. 2012), which found analogous language erroneous in jury instructions, the court concluded the prudent approach following E.M.D. Sales is to abandon the 'plainly and unmistakably' formulation altogether. The court exercised its authority under Federal Rule of Civil Procedure 54(b) to revise its prior interlocutory ruling.

Learned Professional Exemption Analysis: The learned professional exemption under 29 C.F.R. § 541.301(a) requires: (1) the employee's primary duty involves work requiring advanced knowledge; (2) the advanced knowledge is in a field of science or learning; and (3) the advanced knowledge was customarily acquired through a prolonged course of specialized intellectual instruction.

On the first element ('advanced knowledge'), the regulations require work that is predominantly intellectual in character, involving consistent exercise of discretion and judgment, as distinguished from routine work. The regulations also provide that use of manuals and guidelines pertaining to highly technical or complex matters does not preclude the exemption, but the exemption does not apply to employees who 'simply apply well-established techniques or procedures described in manuals or other sources within closely prescribed limits.' 29 C.F.R. § 541.704. The court found genuine issues of material fact: Learing presented evidence that NMMs followed step-by-step processes, could only approve (not deny) requests, and described the work as a 'matching game'; Anthem presented testimony from opt-in plaintiffs that their nursing education and clinical background were important or 'essential' to understanding and applying criteria, and that they exercised discretion in deciding whether to approve, pend, or refer cases.

On the third element ('prolonged course of specialized intellectual instruction'), the regulations note that RNs 'generally meet the duties requirements for the learned professional exemption' while LPNs generally do not. 29 C.F.R. § 541.301(e)(2). The exemption can apply to employees who attained advanced knowledge through a combination of work experience and intellectual instruction, but not to occupations where skill is acquired primarily through experience. The court again found genuine factual disputes: Anthem employs LPNs and LVNs for utilization review (though no opt-in plaintiff testified to working alongside them), NCQA standards do not require RN-level licensure for utilization reviewers, and Learing testified she mostly learned utilization review on the job—yet opt-in plaintiffs also testified their RN background was important.

Applying the preponderance-of-the-evidence standard, the court found a reasonable jury could return a verdict for either party on these questions, making summary judgment inappropriate. The court revised the March 2024 Order to deny Learing's motion for partial summary judgment as to the learned professional exemption. The court did not hold the exemption applies as a matter of law and declined to disturb the prior denial of Anthem's own summary judgment motion on this issue. The court noted that three sister courts presiding over parallel NMM-versus-Anthem cases (Baker v. Anthem Cos., N.D. Ga.; Midkiff v. Anthem Cos., E.D. Va.; Canaday v. Anthem Cos., W.D. Tenn.) reached the same conclusion on the learned professional exemption after E.M.D. Sales was decided, and found their reasoning persuasive.

Administrative Exemption: The administrative exemption requires that the employee's primary duty involve office or non-manual work directly related to the management or general business operations of the employer or its customers, and include the exercise of discretion and independent judgment with respect to matters of significance. 29 C.F.R. § 541.200(a). Although Anthem formally sought reconsideration of both exemption defenses, its briefing and oral argument focused almost exclusively on the learned professional exemption. At oral argument, Anthem's counsel did not contest the court's statement that Anthem was conceding the administrative exemption does not apply. The court held that Anthem waived its administrative exemption defense and declined to revisit the March 2024 Order on that issue.

Disposition: Anthem's Motion for Reconsideration (ECF No. 254) was granted in part as to the learned professional exemption and denied in all other respects. The case will proceed to trial, at which Anthem may argue the learned professional exemption applies. Signed by United States District Judge Laura M. Provinzino on August 12, 2025.