Gold Cross Services v. The Cigna Group

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF UTAH
GOLD CROSS SERVICES, INC.,
Plaintiff,
vs.
THE CIGNA GROUP,
Defendant.
MEMORANDUM DECISION
AND ORDER
Case No. 2:25-CV-111-DAK-DBP
Judge Dale A. Kimball
Magistrate Judge Dustin B. Pead
This matter is before the court on Defendant The Cigna Group’s Motion to Dismiss [ECF
No. 11] and Plaintiff Gold Cross Services, Inc.’s Motion to Dismiss Counterclaims [ECF No.
24]. On November 13, 2025, the court held a hearing on the motions. At the hearing, Plaintiff
Gold Cross was represented by Paul W. Shakespear and Aline Marie H. Longstaff, and
Defendant Cigna was represented by A. James Spung and Laurie Haynie. The court took the
motions under advisement. After considering the parties’ arguments and the law and facts
relevant to the pending motions, the court issues the following Memorandum Decision and
Order.
BACKGROUND
The State of Utah has granted Plaintiff Gold Cross Services, Inc., various ground
ambulance provider licenses for cities and counties throughout Utah. Gold Cross is licensed to
provide ambulance emergency medical services, as defined by Utah law, for Emergency Medical
Technicians (“EMT”), Advanced Emergency Medical Technicians (“AEMT”), and Paramedics.
The cost of each level of service is tied to an ambulance base rate permitted under Utah’s
regulatory framework, Utah Code Ann. § 53-2d-503 and Utah Admin. Code Rule 911-8-200. As
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 1 of 12

2
of July 1, 2024, the maximum ambulance base rate permitted for EMT services is $1,176.11, for
AEMT services is $1,552.68, and for Paramedic services is $2,270.22. See Utah Admin. Code
R911-8-200(6).
Under this regulatory framework, an ambulance provider may not charge more than the
maximum base rate for an ambulance transfer and may not include costs for procedures or
medications administered to patients in that base rate. Utah’s regulatory framework also
recognizes that ambulance providers may incur additional costs during ambulance transports
beyond what is covered by the maximum base rates. To account for these costs, an ambulance
provider may charge for mileage, supplies, and medications as prescribed by law in addition to
the base rate.
Some of Gold Cross’ patients are insured by Defendant The Cigna Group, a national
health insurance company. Gold Cross and Cigna do not have a provider agreement so Gold
Cross is an out-of-network provider for Cigna insureds. Gold Cross, therefore, has no provider
agreement that would control the price of services Gold Cross can seek from Cigna. Gold Cross
seeks payment from Cigna for services it provides to Cigna insureds based on an assignment of
benefits. Consistent with industry standards and the Utah regulatory framework, when seeking
payment from Cigna insureds, Gold Cross will identify a code from the healthcare common
procedure coding system (“HCPCS”) that most closely resembles the services provided.
Gold Cross alleges that the codes available for ambulance services under the HCPCS fail
to account for Utah’s regulatory framework under which Gold Cross is required to bill Cigna’s
insureds. For example, the HCPCS ambulance services codes are differentiated under a binary
framework of whether basic or advanced life support was provided. These codes ultimately fail
to take into account that under Utah’s regulatory framework, ambulance services are
differentiated under a three-tier system—EMT, AEMT, and Paramedic. To reflect Utah’s three-
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 2 of 12

3
tier system when using the HCPCS codes, Gold Cross assigns HCPCS codes associated with the
basic life support for EMT services and HCPCS codes associated with advanced life support for
AEMT and Paramedic services.
The use of HCPCS codes does not dictate the price at which these services are provided.
Gold Cross only charges the statutory rate allowed for EMT, AEMT, and Paramedic ambulance
services regardless of the HCPCS code identified in a claim. There is no evidence or allegation
that Gold Cross has ever billed or received payment for services billed to Cigna insureds at a rate
above what is provided for in Utah’s regulatory framework.
During 2023, Cigna conducted an audit of Gold Cross’ reimbursement claims. On
November 9, 2023, Cigna sent Gold Cross a letter (“November 2023 Letter”) outlining several
issues it identified in an audit of 50 claims it processed from Gold Cross between January 31,
2019, and November 23, 2021. Cigna extrapolated from this sample across all the claims Gold
Cross submitted during that time frame and alleged $406, 328.73 in overbillings. Cigna claimed
it had been damaged because Gold Cross “upcoded” services Cigna insureds received. Cigna
also claimed it had been damaged because Gold Cross “unbundled” services Cigna insureds
received from the ambulance base rate. Gold Cross responded that Cigna’s allegations
improperly ignore Utah’s regulatory framework. The parties disagree on that point.
Gold Cross alleges that through various communications it attempted to resolve the
claims Cigna asserted in its November 2023 Letter, but Cigna never made a member of its legal
team available to resolve the disputes. Gold Cross filed the present lawsuit to have the dispute
resolved by a court. Gold Cross’s Complaint alleges claims for declaratory relief, breach of an
implied contract, breach of the covenant of good faith and fair dealing, and an alternative claim
for unjust enrichment.
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 3 of 12

4
Cigna removed this case to federal court, moved to dismiss Gold Cross’ Complaint, and
filed counterclaims for fraudulent misrepresentation, negligent misrepresentation, and unjust
enrichment. Similar to its claims in the November 2023 Letter, Cigna’s counterclaims are based
on its allegations that Gold Cross “upcoded” claims by coding them as “advanced life support”
without proper support and “unbundled” certain HCPCS codes from the ambulance
transportation code in violation of Cigna’s Reimbursement Policy R18.
DISCUSSION
Cigna’s Motion to Dismiss
Cigna moves to dismiss all of Gold Cross’ claims, alleging that Gold Cross cannot state a
claim for its declaratory judgment claim or contract-related claims.
1. 	Declaratory Relief Claim
Cigna argues that Gold Cross’s claim for declaratory judgment should be dismissed
because Gold Cross fails to allege a substantial controversy between the parties of sufficient
immediacy and reality to warrant the relief sought. Under the Declaratory Judgment Act, “any
court of the United States, upon the filing of an appropriate pleading, may declare the rights and
other legal relations of any interested party seeking such declaration.” 28 U.S.C. § 2201(a). “The
Supreme Court instructs that courts may exercise their authority to resolve a declaratory
judgment action consistent with Article III when ‘the facts alleged, under all the circumstances,
show that there is a substantial controversy, between parties having adverse legal interests, of
sufficient immediacy and reality to warrant the issuance of a declaratory judgment.” Travelers
Cas. Ins. v. A-Quality Auto Sales, Inc., 98 F.4 th 1307, 1314 (10 th Cir. 2024). “ The disagreement
must not be nebulous or contingent but must have taken on fixed and final shape so that a court
can see what legal issues it is deciding, what effect its decision will have on the adversaries, and
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 4 of 12

5
some useful purpose to be achieved in deciding them.” Anderson v. Univ. of Utah, No. 2:17-CV-
950-TS, 2018 WL 1115148, at *2 (D. Utah Feb. 26, 2018).
Gold’s Cross’s declaratory judgment claim focuses on Cigna’s demand for repayment and
seeks resolution as to “whether Gold Cross’s practices are permitted under Utah’s statutory
framework and relevant contracts that might be at issue which has resulted in alleged damages
amounting to $406,328.73.” In order to resolve the controversy over whether Cigna is entitled to
reimbursement, Gold Cross seeks a declaratory judgment declaring that: (1) Gold Cross’ billing
practices were and are permitted under the law, including its use of HCPCS codes and the
unbundling of services; and (2) Cigna has not been damaged in any amount as a result of Gold
Cross’ billing practices.
Cigna contends that (1) nothing in the November 2024 Letter claims that Gold Cross’
practices were not permitted by Utah’s statutory framework; (2) Gold Cross fails to specify what
“any relevant contracts” refers to, much less with sufficient precision to allow the court to grant
the relief it requests; and (3) to the extent Gold Cross is referring to the policies and billing codes
explained in the Letter, it has alleged no plausible path to relief. Cigna moves the court to
dismiss Gold Cross’ declaratory judgment claim, arguing that Gold Cross attempts to turn
Cigna’s repayment request into a declaratory judgment action but none of its requested relief
would resolve Cigna’s request.
Cigna’s motion to dismiss the declaratory judgment claim fails to appreciate the
underlying controversy between the parties about repayment. Cigna sought repayment, such
request was real and immediate. Gold Cross does not think it needs to repay the amount because
it was justified in billing under Utah’s statutory framework. Cigna does not think that the Utah
statutory framework relieves Gold Cross from complying with Cigna policies and procedures.
Therefore, the parties have distinct legal interests and positions with respect to whether
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 5 of 12

6
repayment is necessary. Cigna cannot argue that there is no basis for a declaratory judgment
claim because the court should not agree with Gold Cross’ position with respect to the dispute.
That type of differing opinions on the legal grounds of each party is exactly why the parties come
to court and get a resolution of the dispute under the Declaratory Judgment Act. The court can
see the legal issues at play and how they may resolve the dispute over repayment. Therefore, the
issues are not nebulous or speculative. Gold Cross has stated a real and substantial controversy in
which the parties have differing legal theories for their respective positions. Accordingly, there
are no grounds for dismissing the declaratory judgment action and the court denies Cigna’s
motion to dismiss.
2. 	Contractual and Quasi Contractual Claims
Gold Cross’s remaining three claims essentially allege that it is entitled to damages
because Cigna did not reimburse the entire amount allowed by Utah regulatory law for each of
its reimbursement claims.
a. 	Implied-in-Fact Contract
Gold Cross’ second claim for relief for breach of an implied-in-fact contract claims that
through the parties’ conduct they implicitly agreed, and Gold Cross had a reasonable expectation
and understanding, that Cigna would reimburse Gold Cross for out-of-network claims at rates in
accordance with Utah law. Cigna moves to dismiss this claim, arguing that there was no meeting
of the minds and Gold Cross’ factual allegations contradict themselves as to a meeting of the
minds. .
In Utah, the existence of an implied-in-fact contract “is a question of fact which turns on
the objective manifestations of the parties’ intent.” Johnson v. Morton Thiokol, Inc., 818 P.2d
997, 1001 (Utah 1991). “Evidence of an implied contract must meet the requirements for an offer
of a unilateral contract.” Tomlinson v. NCR Corp., 2014 UT 55 ¶ 13, 345 P.3d 523.
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 6 of 12

7
Gold Cross alleges that Cigna and/or Cigna insureds requested Gold Cross to provide
emergency medical services, that Gold Cross expected to be compensated for those services as
an out-of-network provider pursuant to rates in accordance with the standards under Utah law,
and that Cigna and/or Cigna insureds knew or should have known that Gold Cross expected
compensation for the services. Cigna has allegedly breached the implied-in-fact contract by
adjudicating out-of-network claims at rates substantially below the usual and customary fees in
the area and below the reasonable value Utah law provides for such services.
Cigna has brought a motion to dismiss but characterizes the factual allegations in the
Complaint regarding contract formation, breach, and damages in the light most favorable to its
own position. This is contrary to the proper legal standard. At this stage of the litigation and
because Gold Cross is the non-moving party, the court must view the factual allegations in the
Complaint in the light most favorable to Gold Cross. Cigna argues that there was no meeting of
the minds because it consistently breached the contract is too factual to resolve on a motion to
dismiss. Cigna’s allegation that Gold Cross fails to allege that there was any point in time when
Cigna agreed to pay the full amount allowed by Utah’s statutory framework, is contrary to the
allegation in the Complaint stating that Cigna did at times assign an allowed amount to specific
HCPCS codes which matched the statutory rate permitted under Utah law. There were several
points in time over a span of at least three years where Cigna assigned and allowed amounts for
the full amount permitted under Utah law for identical HCPCS codes. The fact that Cigna
assigned an allowed amount at a certain time which matched the amount permitted under law is
the alleged foundation upon which Gold Cross formed its expectation and understanding that it
would be paid at rates permitted by Utah’s statutory framework. The Complaint then alleges that
this expectation was breached when Cigna failed to consistently assign an allowed amount on
identical HCPCS codes at rates which were deemed reasonable under Utha’s statutory
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 7 of 12

8
framework. Gold Cross has pled that it performed under the implied-in-fact contract by
providing medical services to Cigna insureds and that as a result of Cigna’s breach of the implied
contract, Gold Cross has suffered damages. Gold Cross has pled sufficient allegations at this
stage of the litigation to support a claim for breach of an implied-in-fact contract. Accordingly,
the court denies Cigna’s motion to dismiss the implied-in-fact contract claim.
b. 	Covenant of Good Faith and Fair Dealing
Cigna moves to dismiss Gold Cross’s breach of the covenant of good faith and fair
dealing claim. Gold Cross acknowledges that this claim only survives if it has sufficiently pled a
breach of the implied-in-fact contract claim. The court found that Gold Cross sufficiently alleged
a breach of the implied contract claim. Under that agreement, Gold Cross alleges that Cigna
owed duties of good faith and fair dealing. These alleged duties required Cigna to fairly evaluate
the claims submitted by Gold Cross in accordance with Utah’s statutory framework and to refrain
from actions that would injure Gold Cross’ ability to obtain appropriate payment for those
claims.
Cigna argues that the purported duties are unintelligible and there are no allegations of
breach. Cigna complains that these allegations are vague statements without meaning and do not
articulate a breach. However, Cigna fails to appreciate that these duties were alleged to have
been breached when Cigna inconsistently assigned different allowed amounts for the exact same
HCPCS code and ambulance service. These duties were also allegedly breached when Cigna
refused to consider Utah’s statutory framework when evaluating claims. As a result, Cigna has
assigned different allowed amounts to identical HCPCS codes that are less than what are
customary under Utah law. The parties can explore these duties and the alleged factual
allegations in discovery. At the motion to dismiss stage, Gold Cross’ allegations are sufficiently
pled. The court, therefore, denies Cigna’s motion to dismiss the claim.
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 8 of 12

9
c. 	Unjust Enrichment
Gold Cross alleges that it provided emergency services to Cigna insureds, Cigna received
the benefit of having its healthcare obligations to its insureds discharged, and Cigna accepted and
retained the benefit of the services Gold Cross provided, and it would be unjust and inequitable
for Cigna to retain the benefit it received without paying the value of that benefit. Cigna asserts
that Gold Cross has not alleged that Cigna received a benefit OR that Cigna knew of or
appreciated such services as a benefit to it. Cigna argues that simply conveying a benefit to
another is insufficient to require the recipient to make restitution. Baugh v. Darley, 184 P.2d 335,
337 (Utah 1947).
Under the appropriate liberal pleading standards, Gold Cross has sufficiently and
plausibly alleged unjust enrichment. Gold Cross alleges that it rendered valuable emergency
medical services to Cigna insureds. The full scope of the benefit Cigna received with regard to
how its obligations to Cigna insureds were discharged depends on the terms and conditions of
the underlying relationship between Cigna and its insured. However, the allegations in the
Complaint are sufficient to survive the pleading stage. Relatedly, the allegation that Cigna
accepted the benefit of these services, resulting in the discharge of Cigna’s obligation owed to its
insured stemming from Gold Cross’ provision of emergency medical services to Cigna insureds,
sufficiently pleads a claim under pleading standards, although the full contours of the benefit
conferred on Cigna will need to be the subject of discovery. Gold Cross has sufficiently alleged
that under these circumstances it would be unjust and inequitable for Cigna to retain the benefit it
received without paying the value of that benefit.
Cigna argues that Gold Cross’ allegation is insufficient because there is no support to
establish that the statutory ambulance rate in Utah is applicable to Cigna and other insurance
carriers. But Gold Cross contends that the statutory rates establish the value of the ambulance
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 9 of 12

10
transport services and by extension the benefit to Cigna insureds and ultimately Cigna because of
its obligation to its insureds. The inequity of this circumstance stems from the fact that Gold
Cross is alleging that Cigna has retained a benefit without paying for its actual value. The court
finds that at this stage of the litigation, Gold Cross’ unjust enrichment claim is sufficient to
survive a motion to dismiss.
For the above reasons, the court denies Cigna’s motion to dismiss Gold Cross’
Complaint.
Gold Cross’ Motion to Dismiss Counterclaims
As an initial matter, Gold Cross moves to dismiss Cigna’s Counterclaims, arguing that
Cigna cannot claim damages because Gold Cross has only ever invoiced Cigna and its insureds
for statutorily permitted amounts. Cigna cannot claim it was damaged by overpayment on claims
with allegedly problematic HCPCS codes. Utah law provides a rate for ambulance transport that
is charged regardless of which HCPCS code is used. The statutory rate is what Gold Cross is
entitled to charge. While Cigna claims that the use of certain HCPCS codes caused Cigna to
incorrectly evaluate the claim under the respective insured’s policy, this is Cigna’s own mistake
and it stems from Cigna’s failure to account for Utah’s statutory framework. Utah’s regulatory
framework allows ambulance providers to bill at the level of service dispatched, not the level of
service rendered. There is no legal theory that allows Cigna to claim damages were caused by
Gold Cross’ billing practices when Utah’s statutory framework controls the cost of the service.
Utah’s statutory framework controls the base rate at which ambulance transportation costs are
billed regardless of what HCPCS code is used to describe those services. The allegedly upcoded
service does not result in an increased price. Moreover, there is no allegation that Gold Cross
ever billed for an amount above the Utah statutory rate.
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 10 of 12

11
In addition, Cigna cannot claim damages for unbundled claims because Utah law
prohibits the bundling of services and supplies provided during an ambulance transport with the
ambulance transport base rate. Gold Cross was simply following Utah law. Although Cigna
claims that it was damaged when Gold Cross unbundled services and supplies provided during
an ambulance transport with the ambulance transport rate, there is no remedy at law upon which
Cigna can claim damages because Utah law prohibits bundling. Cigna should be aware of state
law in the states in which it does business. Cigna cannot plausibly claim that its internal
reimbursement policies trump Utah law.
There is no legal theory under which Cigna’s Upcoded Claims or Unbundled Claims
provide for damages. There is no allegation that Gold Cross ever invoiced Cigna and its insureds
for amounts other than the statutorily permitted amounts. Failure to identify any damages
requires the court to summarily dismiss all of Cigna’s counterclaims. Cigna’s opposition fails to
remedy this dispositive preliminary issue that Cigna, as a matter of law, has not been damaged.
Because Cigna has not alleged legally plausible damages with respect to its fraudulent
misrepresentation, negligent misrepresentation, and unjust enrichment claims, the court
dismisses these Counterclaims for failure to state a claim as a matter of law under FRCP
12(b)(6).
CONCLUSION
Based on the above reasoning, Defendant The Cigna Group’s Motion to Dismiss [ECF
No. 11] is DENIED and Plaintiff Gold Cross Services, Inc.’s Motion to Dismiss Counterclaims
[ECF No. 24] is GRANTED.
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 11 of 12

12
DATED this 12th day of December 2025.
BY THE COURT:
___________________________________
DALE A. KIMBALL
UNITED STATES DISTRICT JUDGE
Case 2:25-cv-00111-DAK-DBP Document 32 Filed 12/12/25 PageID.<pageID>
Page 12 of 12