Prime Healthcare Services- Landmark, LLC v. Cigna Health and Life Insurance Company

1
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
PRIME HEALTHCARE SERVICES –
LANDMARK, LLC,
Plaintiff,
v.
CIGNA HEALTH AND LIFE
INSURANCE COMPANY,
Defendant.
)
)
)
)
)
)
)
)
)
)
)
)
C.A. No. 1:23-CV-00131-MSM-PAS
MEMORANDUM AND ORDER
Mary S. McElroy, United States District Judge.
Before the Court is the Motion to Dismiss pursuant to Fed. R. Civ. P. 12(b)(6)
of the defendant, Cigna Health and Life Insurance Company (“Cigna”). (ECF No. 11.)
The Court must first consider whether the state-law claims of the plaintiff, Prime
Healthcare 	Services 	– 	Landmark, 	LLC 	(“Landmark”), 	are 	preempted 	by 	the
Employee Retirement Income Security Act of 1974 (“ERISA”) for any claims involving
ERISA-governed plans. 	Then, for the non-ERISA plans or for ERISA plans if the
Court finds no preemption, the Court must consider whether Landmark’s Complaint
sets forth claims sufficient to meet the standard of Rule 12(b)(6).
I. 	BACKGROUND
The following facts are as alleged in Landmark’s Complaint. 	At all relevant
times, Landmark operated a hospital in Woonsocket, Rhode Island, which included
an emergency department. (ECF No. 1-1 ¶¶ 1, 7.) Under both federal and state law,
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 1 of 15 PageID #:
<pageID>

2
Landmark was required to treat any patient who presented to the emergency room
regardless of insurance status or inability to pay for the services.
	Id. ¶¶ 7-8 (citing
the Emergency Medical Treatment and Active Labor Act, 42 U.S.C. § 1395dd, and
R.I.G.L. § 23-17-26(a)).
Landmark provided emergency medical care to thousands of patients insured
by Cigna healthcare plans, to the cost of millions of dollars.
	Id. ¶¶ 9-10. Landmark
and Cigna did not have a provider agreement in place to set the specific rates that
Cigna would pay for Landmark’s services.
Id. ¶ 12. Landmark therefore billed Cigna
at what it asserts were reasonable rates.
Id. ¶ 11. Cigna, however, did not adequately
reimburse Landmark at the level of its billed charges or any reasonable rate.
	Id. ¶
20. 	Instead, Landmark claims, Cigna employed a methodology of paying for out-of-
network services at below-market rates, resulting in the underpayment for the
emergency services that Landmark provided to Cigna-insured patients.
Id. ¶ 21.
Landmark therefore filed suit in Rhode Island Superior Court, asserting five
common-law causes of action under state law: unjust enrichment (Count I); quantum
meruit (Count II); breach of implied-in-law contract (Count III); breach of implied-in-
fact contract (Count IV); and promissory estoppel (Count V). 	Landmark expressly
disclaims any potential claims “covered by self-funded ERISA plans for which no
amount was allowed or paid by Cigna.”
Id. ¶ 27.
Cigna removed the case to this Court on the jurisdictional grounds of a federal
question (28 U.S.C. § 1331), due to its assertion that some of the patient healthcare
plans involved were governed by ERISA, and on the grounds of diversity of citizenship
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 2 of 15 PageID #:
<pageID>

3
(28 U.S.C. § 1332).
Cigna now moves to dismiss pursuant to Rule 12(b)(6).
II. 	MOTION TO DISMISS STANDARD
To survive a motion to dismiss, the complaint must state a claim that is
plausible on its face.
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). The Court
assesses the sufficiency of the plaintiff’s factual allegations in a two-step process.
See
Ocasio-Herandez v. Fortuno-Burset, 640 F.3d 1, 7, 11-13 (1st Cir. 2011). 	“Step one:
isolate and ignore statements in the complaint that simply offer legal labels and
conclusions or merely rehash cause-of-action elements.”
	Schatz v. Republican State
Leadership Comm., 699 F.3d 50, 55 (1st Cir. 2012). “Step two: take the complaint’s
well-pled (
i.e., non-conclusory, non-speculative) facts as true, drawing all reasonable
inferences in the pleader’s favor, and see if they plausibly narrate a claim for relief.”
Id. “The relevant question … in assessing plausibility is not whether the complaint
makes 	any 	particular 	factual 	allegations 	but, 	rather, 	whether 	‘the 	complaint
warrant[s] dismissal because it failed
in toto to render plaintiffs’ entitlement to relief
plausible.”
	Rodriguez-Reyes v. Molina-Rodriguez, 711 F.3d 49, 55 (1st Cir. 2013)
(quoting
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 569 n.14 (2007)).
III. 	DISCUSSION
A. ERISA Preemption
Cigna argues that ERISA preempts Landmark’s state-law claims for services
rendered to patients covered under ERISA-governed healthcare plans. “ERISA pre-
empts ‘any and all State laws insofar as they may now or hereafter relate to any
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 3 of 15 PageID #:
<pageID>

4
employee benefit plan’ covered by ERISA.”
	Rutledge v. Pharm. Care Mgmt. Ass’n,
592 U.S. 80, 86 (2020) (quoting 29 U.S.C. § 1144(a)). 	But “not every state law that
affects an ERISA plan” is preempted; rather, a state law is preempted when it “relates
to an ERISA plan” which is defined by having (a) “a connection with” or (b) “reference
to such a plan.”
	Id. (quoting
Egelhoff v. Egelhoff, 532 U.S. 141, 147 (2001));
see also
Pharm. Care Mgmt. Ass’n v. Rowe, 429 F.3d 294, 301-02 (1st Cir. 2005).
1. 	Impermissible Connection
To 	counter 	Cigna’s 	argument 	that 	its 	claims 	“relate 	to” 	ERISA 	plans,
Landmark offers a distinction: it seeks a remedy for the
amount of payment, not the
right of payment. 	In support, Landmark presents a significant body of case law
indeed holding that disputes under state law about the rate of payment are not
preempted by ERISA.
See, e.g.,
Vigdor v. UnitedHealthcare Ins. Co., No. 3:21-cv-517,
2022 WL 17097764, at *5-8 (W.D.N.C. Aug. 17, 2022);
NEMS PLLC v. Harvard
Pilgrim Health Care of Conn., Inc., 615 F. Supp. 3d 125, 141-42 (D. Conn. 2022);
Emergency Physician Servs. of N.Y. v. UnitedHealth Grp., Inc. No. 20-cv-9183, 2021
WL 4437166, at *8 (S.D.N.Y. Sept. 28, 2021);
Emergency Servs. of Okla., PC v. Aetna
Health, Inc., 556 F. Supp. 3d 1259, 1264-65 (W.D. Okla. 2021);
Surgery Ctr. Of Viera,
LLC v. Meritain Health, Inc., No. 6:19-cv-1694, 2020 WL 7389987, at *8 (M.D. Fla.
June 1, 2020).
Cigna, 	though, 	points 	out 	its 	own 	distinction, 	which 	it 	argues 	renders
Landmark’s distinction irrelevant. 	Cigna notes that there are two types of ERISA
preemption: complete preemption and defensive preemption. 	Complete preemption
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 4 of 15 PageID #:
<pageID>

5
applies when a federal statute “wholly displaces the state-law cause of action”
relating to the same subject matter.
	Aetna Health Inc. v. Davila, 542 U.S. 200, 207
(2004). 	Regarding ERISA, complete preemption arises under 29 U.S.C. § 1132(a)
(ERISA § 502(a)). 	Complete preemption applies when a state law provides an
alternative mechanism for the enforcement of ERISA.
	Rowe, 429 F.3d at 305. 	In
other words, if the claim could have been brought under ERISA’s civil enforcement
provision, the state claim is preempted.
Importantly, complete preemption is a jurisdictional question.
	See Danca v.
Priv. Health Care Sys., Inc., 185 F.3d 1, 4-5 (1st Cir. 1999). When a plaintiff’s state-
law cause of action is removed to federal court on the basis of complete preemption,
and the court finds that the state-law claim should be preempted, the court will “re-
characterize” the claim as a federal claim, thereby making the claim “arise under”
federal law.
Cavallaro v. UMass Mem'l Healthcare, Inc., 678 F.3d 1, 4 (1st Cir. 2012).
“This is so because ‘[w]hen the federal statute completely pre-empts the state-law
cause of action, a claim which comes within the scope of that cause of action, even if
pleaded in terms of state law, is in reality based on federal law.’”
Davila, 542 U.S. at
207-08 (quoting
Beneficial Nat. Bank v. Anderson, 539 U.S. 1, 8 (2003)). If the court
does not find the state-law claim to be preempted, there is no federal question, and
the matter is remanded to state court for want of jurisdiction.
Defensive preemption, as its name implies, is a federal affirmative defense.
The First Circuit has described defensive preemption as “a loose concept” of which “a
classic example is a state claim foreclosed because its assertion conflicts with a
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 5 of 15 PageID #:
<pageID>

6
federal statute or falls within a field preempted by federal law.”
Cavallaro, 678 F.3d
at 5 n.3. 	Defensive preemption is not a source of federal question jurisdiction but
instead “allows a defendant to defeat a plaintiff’s state-law claim on the merits by
asserting the supremacy of federal law as an affirmative defense.”
Cmty. State Bank
v. Strong, 651 F.3d 1241, 1261 n.16 (11th Cir. 2011). 	Defensive preemption under
ERISA arises under 29 U.S.C. § 1144(a) (ERISA § 514(a)) and preempts “laws that
present the threat of conflicting and inconsistent regulation that would frustrate
uniform national administration of ERISA plans.”
Danca, 185 F.3d at 7.
As Cigna correctly points out, there is no jurisdictional challenge before the
Court. 	No matter how the federal question (the ERISA preemption issue) is
determined, the parties do not dispute—and the Court agrees—that the Court has
diversity jurisdiction pursuant to 28 U.S.C. § 1332. 	Cigna therefore casts its
argument as defensive preemption, which, again, implicates 29 U.S.C. § 1144(a)
(ERISA § 514(a)).1
This is significant because Cigna argues that the cases that Landmark cited
which make the rate of payment/right of payment distinction generally did so in the
context of motions to remand to state court—a jurisdictional question involving the
doctrine of complete preemption under 29 U.S.C. § 1132(a) (ERISA § 502(a)). Cigna
principally relies on
Surgery Center of Viera v. Cigna Health and Life Insurance
Company, Inc., No. 6:20-cv-152-Orl-37EJK, 2020 WL 4227428 (M.D. Fla. July 23,
1 Cigna did present ERISA § 502 as a basis for removal of this case to this Court, with
the assertion that “ERISA
completely preempts the State Court Action,” but appears
to have abandoned that theory. (ECF No. 1 ¶ 21.) (Emphasis added.)
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 6 of 15 PageID #:
<pageID>

7
2020), which held that the rate/right distinction is relevant only to a complete
preemption analysis because that analysis “is narrower than defensive ERISA
preemption, ‘which broadly supersedes any and all State laws insofar as they
relate
to any ERISA plan.” (quoting
Cotton v. Mass. Mut. Life Ins. Co., 402 F.3d 1267, 1281
(11th Cir. 2005) (emphasis in original)).
All of this, however, leads the Court to the conclusion that while there is a
distinction between complete and defensive preemption, the question really is
whether the rate of payment versus right of payment distinction survives the
defensive preemption test, which requires the “relate to” analysis of 29 U.S.C. § 1144
(ERISA § 514(a)). 	The Supreme Court’s decision in
Rutledge (incidentally, decided
after
Surgery Center of Viera), considered the “related to” analysis under 29 U.S.C. §
1144 and provides instruction.
See 592 U.S. at 86.
There 	the 	Court 	held 	that 	to 	determine 	whether 	a 	state 	law 	has 	an
impermissible “connection with” an ERISA plan, courts are to consider the objectives
of ERISA.
	Id. 	“ERISA was enacted ‘to make the benefits promised by an employer
more 	secure 	by 	mandating 	certain 	oversight 	systems 	and 	other 	standard
procedures.’”
	Id. (quoting
Gobeille v.
Liberty Mut. Ins. Co., 577 U.S. 312, 320-21
(2016)). “ERISA is therefore primarily concerned with pre-empting laws that require
providers to structure benefit plans in particular ways, such as by requiring payment
of specific benefits or by binding plan administrators to specific rules for determining
beneficiary status. A state law may also be subject to pre-emption if acute, albeit
indirect, economic effects of the state law force an ERISA plan to adopt a certain
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 7 of 15 PageID #:
<pageID>

8
scheme of substantive coverage.”
Id. at 86-87 (internal citations omitted).
Thus, “ERISA does not pre-empt state rate regulations that merely increase
costs or alter incentives for ERISA plans without forcing plans to adopt any particular
scheme of substantive coverage.”
	Id. at 88;
see also Merit Constr. All. v. City of
Quincy, 759 F.3d 122, 128 (1st Cir. 2014) (holding that “not every conceivable
connection” with an ERISA plan “will support preemption” and that “state laws that
merely exert an ‘indirect economic influence’ on a plan’ … do not come within ERISA’s
preemptive reach.”) 	Indeed, cost uniformity across various states “was almost
certainly not an object of pre-emption.”
Rutledge, 592 U.S. at 88
.
Here, in its Complaint, Landmark has expressly disclaimed any instances
where it received no payment from Cigna for patients “covered by self-funded ERISA
plans.” (ECF No. 1-1 ¶ 27.) Instead, it challenges the rate of payment for instances
where Cigna
did pay something but (in Landmark’s view) less than the reasonable
value. 	The Court finds as controlling the principles enunciated in
Rutledge—that
state laws that “merely increase costs” or are “form[s] of cost regulation” “do[] not
have an impermissible connection with an ERISA plan.” 	592 U.S. at 88. 	As such,
this 	Court 	finds 	that 	Landmark’s 	state-law 	claims, 	as 	pled, 	do 	not 	have 	an
impermissible connection with an ERISA plan and therefore they are not preempted
on that basis under 29 U.S.C. § 1144.2
2 The Court notes that it is of no moment that Landmark premises its claim on state
common-law causes of action instead of a state statute or regulation as in
Rutledge.
This is not a significant distinction because the Court is persuaded that these
common-law doctrines, as pled in the Complaint, “operate akin to rate regulations
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 8 of 15 PageID #:
<pageID>

9
2. 	Reference to ERISA
Despite 	not 	having 	an 	impermissible 	connection 	with 	an 	ERISA 	plan,
Landmark’s claims would be preempted if they “refer to” an ERISA plan.
	See
Rutledge, 592 U.S. at 88. 	But Landmark’s claims do not “refer to” ERISA plans
because they do not “act immediately and exclusively upon ERISA plans,” and “the
existence of ERISA plans” is not “essential” to Landmark’s claims.
	See id. 	Indeed,
Landmark’s claims aim across the board, “regardless of whether the commercial
coverage [was] ultimately secured by an ERISA plan, private purchase, or otherwise.”
N.Y. State Conf. of Blue Cross & Blue Shield Plans v. Travelers Ins. Co., 514 U.S.
645, 656 (1995). Moreover, the remedy that Landmark seeks is the reasonable rate,
or fair market value, of the services it rendered. 	This calculation would require
reference to no specific plan, ERISA or otherwise.
Cf. Hampers v. W.R. Grace & Co.,
202 F.3d 44, 52 (1st Cir. 2000) (holding that “ERISA preempts state law causes of
action for damages where the damages must be calculated using the terms of an
ERISA plan”).
Because the claims asserted in Landmark’s Complaint do not “refer to” or have
a “connection with” an ERISA plan, ERISA does not preempt them.
B. State-Law Causes of Action
Cigna next argues that Landmark’s state-law causes of action fail as a matter
of law for non-ERISA plans or for ERISA plans should the Court find the claims not
and, accordingly, are not preempted.”
	See Emergency Servs. of Oklahoma, PC v.
Aetna Health, Inc., 556 F. Supp. 3d 1259, 1264 (W.D. Okla. 2021).
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 9 of 15 PageID #:
<pageID>

10
preempted.
1. 	Quantum Meruit and Unjust Enrichment (Counts I and II)
Although distinct causes of action, under Rhode Island law the elements of
quantum meruit and unjust enrichment are “identical.”
	S. Cnty. Post & Beam, Inc.
v. McMahon, 116 A.3d 204, 211 (R.I. 2015). 	Thus, like the parties, the Court will
analyze these two claims together.3 	To satisfy these claims, a plaintiff must
demonstrate that “(1) the plaintiff conferred a benefit on the defendant, (2) the
defendant appreciated the benefit, and (3) under the circumstances it would be
inequitable for the defendant to retain such benefit without payment of the value
thereof.”
Process Eng’rs & Constructors, Inc. v. DiGregorio, Inc., 93 A.3d 1047, 1053
(R.I. 2014).
Cigna maintains that Landmark cannot sustain claims for quantum meruit or
unjust enrichment because by providing medical services to its patients, a provider
confers a benefit on the individual patient, not the insurer. 	Cigna backs up this
assertion with case law from various jurisdictions, where such claims were dismissed
on that theory. (ECF No. 11 at 9-10.) But Landmark counters with its own citations
from other courts outside of this jurisdiction that hold that providers of emergency
services, particularly statutorily mandated emergency services, conferred a material
3 Quantum meruit and unjust enrichment are nevertheless distinct theories. 	The
Rhode Island Supreme Court has “described the nuanced distinction between unjust
enrichment and quantum meruit as follows: While unjust enrichment focuses on the
propriety of a payee or beneficiary retaining funds or a benefit, quantum meruit’s
primary focus is on the value of services rendered.”
	IDC Clambakes, Inc. v. Carney
as Tr. of Goat Island Realty Tr., 246 A.3d 927, 933 (R.I. 2021).
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 10 of 15 PageID #:
<pageID>

11
benefit on the insurer. 	(ECF No. 13 at 13-14.) 	Further, Landmark notes, Cigna’s
cited cases included non-emergency services. 	Though in reply Cigna presents
additional precedent, all of it very recent, dismissing a provider’s quantum meruit
claims for emergency services. (ECF No. 16 at 8-9.)
Of course, none of these cases are binding on this Court, which, sitting in
diversity and applying Rhode Island law, must, in the absence of directly controlling
precedent, “make an informed prophecy as to the state court’s likely stance.”
Andrew
Robinson Int'l, Inc. v. Hartford Fire Ins. Co., 547 F.3d 48, 51 (1st Cir. 2008).
Landmark’s theory is based on the Restatement (Third) of Restitution and Unjust
Enrichment, the relevant portion of which Landmark quotes in its Complaint. (ECF
No. 1-1 ¶ 15.) Specifically, Illustration 10 from the Restatement (Third) of Restitution
and Unjust Enrichment § 22:
Hospital provides emergency services to patients enrolled with Managed
Care Organization, at rates established under a contract designating
Hospital a “preferred provider.” 	The contract expires …. Hospital
continues to provide services to MCO’s patients nevertheless. 	MCO
tenders payment for these services at the “preferred” rate fixed by the
prior 	agreement; 	Hospital 	demands 	compensation 	at 	the 	higher,
“standard” rate invoiced to uninsured patients. 	The court finds that
there is no contract, express or implied, to fix the price of Hospital’s
services on either basis. Hospital’s right to payment from MCO rests on
a claim in restitution under § 22(2)(b); MCO’s unjust enrichment is
measured by the reasonable value of the services rendered by Hospital
(§ 50(2)(b)).
“Rhode Island courts frequently turn to the Restatement to fill gaps in state
law.”
	Gibson v. City of Cranston, 37 F.3d 731, 736 (1st Cir. 1994). 	And more
specifically, 	the 	Rhode 	Island 	Supreme 	Court 	consistently 	has 	followed 	the
Restatement 	(Third) 	of 	Restitution 	and 	Unjust 	Enrichment.
	See, 	e.g.,
	IDC
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 11 of 15 PageID #:
<pageID>

12
Clambakes, Inc. v. Carney as Tr. Of Goat Island Realty Tr., 246 A.3d 927, 933 (R.I.
2021);
Roadepot, LLC v. Home Depot, U.S.A., Inc., 163 A.3d 513, 523 n.5 (R.I. 2017);
Cote v. Aiello, 148 A.3d 537, 550 (R.I. 2016);
Bank of Am., N.A. v. P.T.A. Realty, LLC,
132 A.3d 689, 693 (R.I. 2016);
McMahon, 116 A.3d at 213 n.3;
Zambarano v. Ret. Bd.
of Emps. Ret. Sys. of R.I., 61 A.3d 432, 438 (R.I. 2013);
Toupin v. Laverdiere, 729 A.2d
1286, 1288-89 (R.I. 1999). 	This Court anticipates that the Rhode Island Supreme
Court would follow the Restatement (Third) of Restitution and Unjust Enrichment in
this case and therefore finds that Landmark has sufficiently pleaded the causes of
action of unjust enrichment and quantum meruit.
2. 	Breach of an Implied-in-Law Contract (Count III)
Cigna argues that Landmark’s breach of an implied-in-law contract claim must
fail because on that Count the Complaint references Rhode Island statutes regarding
a healthcare insurer’s obligation to pay. (ECF No. 1-1 ¶ 42 (citing R.I.G.L. §§ 27-18-
76, 27-41-79).) But Cigna argues, and the Court’s reading of the Complaint confirms,
that the claim is based in common law and the statutes are illustrative of Landmark’s
assertion that Cigna cannot unilaterally determine the rate of payment.
	See id.
(“Cigna’s payment obligation is further confirmed by Rhode Island statute….”).
The elements of a claim for breach of an implied-in-law contract are the same
as those for unjust enrichment and quantum meruit.
See Hurdis Realty, Inc. v. Town
of N. Providence, 397 A.2d 896, 897 (R.I. 1979). Indeed, Cigna acknowledges that the
breach of an implied-in-law contract claim is “essentially a retread” of the quasi-
contractual claims of unjust enrichment and quantum meruit. 	(ECF No. 11 at 10.)
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 12 of 15 PageID #:
<pageID>

13
And for the reasons stated regarding those claims, the Court will deny Cigna’s motion
to dismiss this claim of a breach of an implied-in-law contract.
3. 	Breach of an Implied-in-Fact Contract (Count IV)
“An implied-in-fact contract ‘is a form of express contract wherein the elements
of 	the 	contract 	are 	found 	in 	and 	determined 	from 	the 	relations 	of, 	and 	the
communications between the parties, rather than from a single clearly expressed
written document.”
	Cote, 148 A.3d at 545. 	The “essential elements of contracts
‘implied in fact’ are mutual agreement, and intent to promise, but the agreement and
the promise have not been made in words and are implied from the facts.”
	Bailey v.
West, 249 A.2d 414, 416 (R.I. 1969). In evaluating these elements, courts “look to the
‘parties’ conduct, actions, and correspondence.”
Cote, 148 A.3d at 545.
Cigna asserts that the Complaint does not plausibly set forth a claim for breach
of 	an 	implied-in-fact 	contract 	because 	courts 	have 	held 	that 	a 	routine
preauthorization process between a provider and insurer for the performance of
medical services does not create an implied contract. But a reading of the Complaint
indicates that Landmark goes beyond alleging that only the preauthorization created
an implied-in-fact contract. 	Landmark alleges that Cigna authorized it to perform
post-stabilization services for Cigna’s insureds; that Landmark agreed to perform
those services; and, importantly, that Cigna agreed to pay the reasonable and
customary rates for those services. (ECF No. 1-1 ¶¶ 46-49.) Cigna then elected not
to transfer its members to in-network hospitals, but instead agreed to Landmark
treating the patients.
	Id. ¶ 49. Then, Landmark alleges, Cigna underpaid for those
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 13 of 15 PageID #:
<pageID>

14
services.
Id. ¶ 52.
Cigna, however, presents two sets of its claims adjudication documents, which
it had attached to its Notice of Removal, and asserts these were in effect for two of
the patients comprising Landmark’s claims. 	These documents appear to belie the
allegation that Cigna promised to pay at any particular rate. 	But these documents
are outside of the Complaint and are improper to consider on a motion to dismiss
unless they meet an exception such as “documents the authenticity of which are not
disputed by the parties; for official public records; for documents central to the
plaintiffs’ 	claim; 	or 	for 	documents 	sufficiently 	referred 	to 	in 	the 	complaint.”
Watterson v. Page, 987 F.2d 1, 3 (1st Cir. 1993). Landmark disputes the authenticity
of these documents and that they are referred to in its Complaint. But perhaps more
importantly, the substance of these two claims adjudication documents do not
necessarily encompass the “thousands of patients insured by Cigna healthcare plans”
to whom Landmark provided emergency services and apparently serve as the basis
of its claims. 	(ECF No. 1-1 ¶ 9.) 	As such, the Court finds that some discovery is
necessary before it could properly consider these outside documents for the dismissal
of the entire claim. The Court considers now only the Complaint, which, at least at
this early pleading stage, plausibly states a claim for breach of an implied-in-fact
contract.
4. 	Promissory estoppel (Count V)
A claim for promissory estoppel under Rhode Island law requires (1) a clear
and unambiguous promise, (2) reasonable and justifiable reliance upon the promise;
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 14 of 15 PageID #:
<pageID>

15
and (3) detriment to the promisee, caused by his or her reliance on the promise.
Filippi v. Filippi, 818 A.2d 608, 625 (R.I. 2003).
Cigna’s arguments here are similar to those it made regarding the implied-in-
fact contract claim; that is, the preauthorization to perform medical services does not
create a clear and unambiguous promise to pay at a particular rate and the claims
documents that Cigna attached to its memorandum demonstrate that no promise was
made. 	Again, however, at least at this early pleading stage, the Court is satisfied
that Landmark’s Complaint—which is the only document the Court currently is
considering—sets forth a plausible claim.
IV. 	CONCLUSION
Because the Court concludes that Landmark’s claims are not preempted by
ERISA and its Complaint is otherwise sufficient to meet the standard of Rule 12(b)(6),
the Court DENIES Cigna’s Motion to Dismiss (ECF No. 11).
IT IS SO ORDERED.
_________________________________
Mary S. McElroy
United States District Judge
January 31,2024
Case 1:23-cv-00131-MSM-PAS Document 20 Filed 01/31/24 Page 15 of 15 PageID #:
<pageID>