Rowe Plastic Surgery of New Jersey, L.L.C. v. Aetna Insurance Company

Background

Rowe Plastic Surgery of New Jersey, L.L.C. and East Coast Plastic Surgery, P.C. provide plastic surgery services in New Jersey. Their doctors performed a breast-reduction procedure and a procedure removing excess abdominal skin for an Aetna-insured patient identified as DP. Before the procedures, a representative of the plaintiffs called Aetna to ask about DP’s insurance benefits. The Aetna employee discussed coverage, deductibles, and out-of-network benefits.

The plaintiffs alleged that they understood the employee to promise reimbursement at “80% reasonable and customary,” which they understood to mean 80% of the charges made by comparable providers in the area. The plaintiffs billed Aetna $454,704 for the procedures. Aetna paid $44,906.34.

Aetna moved under Federal Rule of Civil Procedure 12(b)(6), which permits dismissal when a complaint does not state a legally sufficient claim. The plaintiffs did not oppose the motion. The court nevertheless reviewed the amended complaint rather than dismissing solely because the plaintiffs failed to respond.

Phone-call transcript

The court considered the transcript of the call because the amended complaint relied heavily on the call’s contents, and the plaintiffs did not dispute the transcript’s accuracy or authenticity. The court treated the transcript as part of the complaint for purposes of deciding the dismissal motion without converting the motion into a motion for summary judgment.

Claims and analysis

Breach of contract. Under New York law, a contract claim requires, among other things, an offer, acceptance, consideration, mutual agreement, and an intent to be bound. The court held that the call did not contain an offer definite enough to create a contract. It provided general insurance-benefit information but did not establish the details of the procedures, the services to be provided, or a specific reimbursement obligation or price.

Unjust enrichment. An unjust-enrichment claim generally requires a specific and direct benefit to the defendant at the plaintiff’s expense. The court held that the medical services benefited DP, the patient, rather than Aetna. The plaintiffs’ alternative theory—that Aetna benefited by retaining money it allegedly should have paid—was also too indirect.

Promissory estoppel. This claim requires a clear and definite promise, reasonable reliance, and resulting injury. The court held that the call was too vague and ambiguous to constitute a clear promise that Aetna would reimburse the plaintiffs at a particular rate.

Fraudulent inducement. This claim requires a material misrepresentation, an intent to deceive, reasonable reliance, and resulting damages. The court held that the plaintiffs’ fraud allegations simply repackaged their contract allegations. They did not identify a separate misrepresentation connected to, but distinct from, the alleged reimbursement obligation.

The court noted that the facts were indistinguishable from an earlier related proceeding involving substantially similar claims against Aetna, in which the Second Circuit affirmed dismissal.

Disposition

The court granted Aetna’s motion to dismiss with prejudice. It directed the Clerk of Court to close the case. The opinion’s classification is procedural because the ruling disposed of the case through a Rule 12(b)(6) dismissal, even though the court analyzed the legal adequacy of each claim.