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

Background

Rowe Plastic Surgery of New Jersey, L.L.C. and East Coast Plastic Surgery, P.C. objected under Federal Rule of Civil Procedure 72(a) to Magistrate Judge Ona Wang’s April 7, 2025 order denying their motion for leave to file a second amended complaint. Judge Stein relied on the court’s August 5 opinion in a prior related proceeding and separately addressed two features unique to this proposed amendment: the communications supporting the breach-of-contract claim and the conversion claim.

Breach-of-Contract Claim

The proposed complaint alleged that, during a January 4, 2021 telephone call, Aetna orally represented that it would pay the 80th percentile of a reasonable-and-customary fee schedule for the patient’s reduction mammaplasty and panniculectomy performed by out-of-network providers. It also described later communications in which Aetna allegedly agreed to cover the procedures as out-of-network services, subject to stated conditions and a deadline.

The court held that these communications, separately or together, were not definite enough to constitute an offer that the plaintiffs could accept to form a contract. Because there was no sufficiently definite offer, the proposed amended complaint failed to state a breach-of-contract claim. The court also stated that its August 5 opinion explained why the proposed unjust-enrichment, promissory-estoppel, and fraudulent-inducement claims failed to state claims.

Conversion Claim

The proposed complaint alleged that the plaintiffs had a right to receive payment from Aetna, possessed a property interest in that payment, and that Aetna exercised control over the unpaid amount. The court treated those allegations as an attempt to plead conversion, a claim involving an alleged possessory interest in property and the defendant’s wrongful control over it.

The court held that the conversion theory was entirely based on the alleged right to receive payment from Aetna and was therefore indistinguishable from the contract theory. Because the proposed complaint did not allege a sufficiently separate wrongful act, it failed to state a conversion claim.

Disposition

Judge Stein concluded that Judge Wang’s denial of leave to amend was well grounded in law and was neither clearly erroneous nor contrary to law. The court denied the plaintiffs’ objection and affirmed the April 7, 2025 order.