Max Health, Inc. v. Rocky Mountain Hospital and Medical Services, Inc., d/b/a Anthem Blue Cross and Blue Shield

• Court: District Court, D. Nevada
• Decided: December 1, 2025
• Docket: 2:24-cv-00633
• Status: Unknown

Opinion

1 2 UNITED STATES DISTRICT COURT DISTRICT OF NEVADA 3 4 Max Health, Inc., Case No. 2:24-cv-00633-CDS-BNW

5 Plaintiff Order Granting in part Defendant’s Motion to Dismiss Plaintiff’s First Amended 6 v. Complaint

7 Rocky Mountain Hospital and Medical Services, Inc., d/b/a Anthem Blue Cross and [ECF No. 26] 8 Blue Shield,

9 Defendant 10 11 This case arises from a contract dispute between a medical provider and a health insurer. 12 Plaintiff Max Health, Inc. sues Rocky Mountain Hospital and Medical Service, Inc., d/b/a/ 13 Anthem Blue Cross and Blue Shield (“Anthem”), seeking damages for Anthem’s failure to 14 reimburse Max Health for the medical services it provided Anthem’s insureds. Anthem 15 previously moved to dismiss Max Health’s complaint for failure to state a claim (ECF No. 7), 16 which I granted. See Order, ECF No. 22. Anthem then filed an amended complaint, asserting 17 claims for quantum meruit, breach of implied-in-fact contract, promissory estoppel, and 18 equitable estoppel. Am. compl., ECF No. 25. Anthem moves to dismiss the amended complaint 19 for failure to state a claim. Mot. dismiss, ECF No. 26. Max Health opposes the motion. Opp’n, 20 ECF No 27. The motion is now fully brief. Reply, ECF No. 28. For the reasons set forth herein, I 21 grant in part and deny in part Anthem’s motion. 22 I. Background1 23 Max Health is a chiropractic care provider in Nevada. Am. compl., ECF No. 25 at ¶ 8. 24 Anthem provides health insurance to individuals and families, including Nevada residents, and 25 offers medical claims review services for other health insurance providers. Id. at ¶¶ 9–10. 26 1 Unless otherwise noted, any cites to the original complaint (ECF No. 1-1) or the amended complaint (ECF No. 25) are for context only and do not indicate a finding of fact. 1 In its original complaint, Max Health alleged that it entered into a contract with Anthem 2 on February 5, 2015, whereby Anthem “agreed to pay” Max Health for the “approved medical 3 services” it provided Anthem’s insureds. Compl., ECF No. 1-1 at ¶ 7. It further alleged that 4 Anthem failed to fulfill its contractual duty to “properly and promptly review and pay” Max 5 Health’s claims, despite Max Health making “every effort to comply” with the contract. Id. at 6 ¶¶ 8–13. The original complaint asserted claims for breach of contract, unjust enrichment, and 7 breach of the implied covenant of good faith and fair dealing. Id. at ¶¶ 11–26. 8 Anthem moved to dismiss Max Health’s complaint for failure to state a claim upon 9 which relief can be granted. Mot. dismiss, ECF No. 7. I granted that motion and dismissed the 10 complaint without prejudice and with leave to amend. Order, ECF No. 22. In turn, Max Health 11 timely filed an amended complaint. ECF No. 25. 12 In its amended complaint, Max Health expands upon its original allegations and asserts 13 entirely different claims. See id. It alleges that, for nearly a decade, Anthem reimbursed Max 14 Health at the out of network rate for the medical services it provided Anthem’s insureds. ECF 15 No. 25 at ¶¶ 12–13. The parties’ course of dealings allegedly gave rise to an implied-in-fact 16 contract (rather than an express contract), which Anthem breached by failing and refusing to 17 pay the reimbursements. Id. at ¶¶ 30–33. Max Health now seeks damages based on the following 18 four claims: (1) quantum meruit, (2) breach of implied-in-fact contract, (3) equitable estoppel, 19 and (4) promissory estoppel. Id. at ¶¶ 24–51. 20 Anthem moves to dismiss the amended complaint under Federal Rule of Civil Procedure 21 12(b)(6) for failure to state a claim, arguing that dismissal is warranted for three reasons. Mot. 22 dismiss am. compl., ECF No. 26. First, Anthem argues that the quantum meruit claim fails 23 because Max Health does not allege how it “conferred a benefit on Anthem, rather than its 24 patients.” Id. at 3. Second, Anthem argues that the implied-in-fact contract claim fails because 25 Max Health does not “adequately allege the existence and the terms” of the parties’ purported 26 1 agreement. Id. Third, Anthem argues that estoppel claims fail because Max Health does not 2 “adequately allege with specificity the elements of either claim.” Id. 3 II. Legal standards 4 A. The standard for dismissal under Rule 12(b)(6) for failure to state a claim. 5 The Federal Rules of Civil Procedure requires the complaint to include “a short and plain 6 statement of the claim” showing that the plaintiff “is entitled to relief.” Fed. R. Civ. P. 8(a)(2). 7 The complaint must give fair notice of a legally cognizable claim and the grounds on which it 8 rests. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). Under this standard, neither legal 9 conclusions couched as factual allegations nor a “formulaic recitation of a cause of action’s 10 elements will do.” Id. Rather, the factual allegations must be sufficient to “raise a right to relief 11 above the speculative level” when accepted as true. Id. at 556. 12 A complaint that fails to state a claim upon which relief can be granted may be dismissed 13 under Rule 12(b)(6). Fed. R. Civ. P. 12(b)(6); Twombly, 550 U.S. at 555. To survive a motion to 14 dismiss, “a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to 15 relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Twombly, 16 550 U.S. at 570). “A claim has facial plausibility when the plaintiff pleads factual content that 17 allows the court to draw the reasonable inference that the defendant is liable for the misconduct 18 alleged.” Id. This standard “asks for more than a sheer possibility that a defendant has acted 19 unlawfully.” Id. 20 If the court dismisses a complaint for failure to state a claim, then it should also allow 21 leave to amend unless an amendment clearly cannot cure the complaint’s deficiencies. DeSoto v. 22 Yellow Freight Sys., Inc., 957 F.2d 655, 658 (9th Cir. 1992). Rule 15(a) instructs the court to “freely” 23 give leave to amend “when justice so requires.” Fed. R. Civ. P. 15(a). Reasons to not grant leave to 24 amend include the leave’s “undue delay,” the movant’s “bad faith or dilatory motive,” the 25 previous amendments’ “repeated failure to cure deficiencies,” the opposing party’s undue 26 1 prejudice “by virtue of allowance of the amendment,” and the amendment’s “futility.” Forman v. 2 Davis, 371 U.S. 178, 183 (1962). 3 B. The standard for determining which state’s law governs a contract dispute. 4 A federal district court sitting in diversity jurisdiction must apply the “forum state’s 5 choice of law rules to determine the controlling substantive law.” Patton v. Cox, 276 F.3d 493, 495 6 (9th Cir. 2002). If the forum state is Nevada, then the court must apply Nevada’s choice-of-law 7 rules the way it believes the Supreme Court of Nevada would apply them. Progressive Gulf Ins. Co. 8 v. Faehnrich, 627 F.3d 1137 (9th Cir. 2010). Nevada employs the “substantial relationship test” to 9 resolve choice-of-law issues. Williams v. United Services Auto. Ass’n, 849 P.2d 265, 266 (Nev. 1993). 10 Under that test, “the state whose law is applied must have a substantial relationship with the 11 transaction,” and “the transaction must not violate a strong public policy of Nevada.” Id. 12 III. Discussion 13 Anthem moves to dismiss Max Health’s amended complaint for failure to state a claim 14 upon which relief can be granted. The amended complaint asserts three claims: (1) quantum 15 meruit, (2) breach of an implied-in-fact contract, and (3) equitable estoppel. I address these 16 claims under Nevada law because Nevada has the closest connection to the contract dispute.2 17 A. Max Health’s amended complaint fails to state a claim for quantum meruit. 18 Anthem argues that the amended complaint’s quantum meruit claim must be dismissed 19 because it fails to allege that Max Health conferred a benefit on Anthem, rather than its patients. 20 ECF No. 26 at 5. In response, Max Health argues that the terms “benefit” and “value” are broad 21 but concedes that courts have not yet found that providing medical care to an insured confers a 22 benefit on the insurer. See ECF No. 27 at 5–6. 23 24

25 2 The parties do not dispute that Nevada law governs this action. Both parties relied on Nevada law in their pleadings, and there is no indication that a contractual conflict-of-law clause is at play. See ECF 26 Nos. 25–28; See Narayan v. EGL, Inc., 616 F.3d 895, 898 (9th Cir 2010); Progressive Gulf Ins. Co., 327 P.3d at 1064. 1 A plaintiff may assert a quantum meruit claim to recover restitution in an unjust 2 enrichment action or supply a term that is absent from an implied-in-fact contract. Certified Fire 3 Prot. Inc. v. Precision Constr., 283 P.3d 250, 256 (Nev. 2012). Here, the amended complaint asserts 4 that, “[b]ased on quantum meruit,” Max Health is “entitled to be reimbursed” by Anthem “at the 5 out-of-network rate for the medical services it provided” to Anthem’s insureds. ECF No. 25 at ¶ 6 27. This makes Max Health’s quantum meruit claim more akin to a restitution award for unjust 7 enrichment than a gap-filler term for an implied-in-fact contract. The parties do not merely 8 dispute the contract’s basis for calculating reimbursement claims or its schedule for invoicing 9 those claims. Rather, the parties dispute whether a contract exists at all—creating a gap too 10 large for a quantum meruit claim to fill. See Certified Fire, 283 P.3d at 256 (finding that there were 11 “simply too many gaps to fill in the asserted contract for quantum meruit to take hold” where 12 the parties disputed the contract’s existence, price terms, and time of performance). 13 A restitution-type quantum meruit claim requires the plaintiff to show that “the 14 defendant received a benefit from the services provided.” Id. at 257. I find that Max Health has 15 failed to do so here. Max Health alleges that it fulfilled its contractual obligations to Anthem, 16 but it fails to also allege how that benefitted Anthem. While it alleges that it provided medical 17 care to Anthem’s insureds, the allegations fail to show how anyone other than the insureds 18 benefitted from that care. And though its allegations as to its cooperation with Anthem during 19 the reimbursement claims may have improved Anthem’s efficiency, any benefit conferred by that 20 cooperation was to Max Health itself and not Anthem. This is because the allegations show that 21 Max Health had a financial interest in having the reimbursement claims processed and granted, 22 but the allegations did not show such a benefit for Anthem. Consequently, Max Health’s 23 quantum merit claim fails and is hereby dismissed. 24 B. Max Health sufficiently pleads its implied-in-fact contract claim. 25 An implied-in-fact contract is a “tacit agreement of the parties” that is “manifested by 26 conduct.” Certified Fire, 283 P.3d at 379. “To find a contract implied-in-fact, the factfinder must 1 conclude that the parties intended to contract and promises were exchanged, the general 2 obligations for which must be sufficiently clear.” Id. at 379–80. “[T]hese determinations are 3 factually intensive and ill-suited for a motion to dismiss or writ proceeding.” United Healthcare Ins. 4 Co. v. Eighth Jud. Dist. Ct. in and for Cnty. of Clark, 489 P.3d 915 (Nev. 2021) (affirming denial of a 5 motion to dismiss where an insurance company allegedly breached an implied-in-fact contract 6 with a medical provider by not reimbursing the provider for medical services rendered to the 7 insurance company’s insureds). 8 “No implied-in-fact contract can exist without an intent to contract between parties and 9 without sufficient information to supply necessary terms.” UnitedHealthCare Ins. Co. v. Fremont 10 Emerg. Servs. (Mandavia), Ltd, 570 P.3d 107 (Nev. 2025). In Fremont, the court overturned a jury’s 11 determination that an emergency medical provider had an implied-in-fact contract with a health 12 insurance company to be reimbursed for medical services rendered to its insureds. Id. The court 13 explained that the “evidence presented at trial” did not show “any meeting of the minds 14 regarding specific obligations of the parties.” Id. Although the health insurance company paid the 15 medical provider after it became out of network, the court noted that such payments were “not 16 made pursuant to an implied contract but rather independent legal obligations of each party” 17 under the Emergency Medical Treatment and Active Labor Act. Id. 18 Here, Max Health is a chiropractic care provider. Unlike the emergency services 19 rendered in Fremont, Max Health had no legal obligation to render chiropractic services to 20 Anthem’s insureds. And unlike the parties in Fremont, the parties here never expressly agreed to 21 exchange medical services to insureds for reimbursement payments. Thus, unlike the in- 22 network to out-of-network change in Fremont, the lack of a formal agreement here does not 23 necessarily indicate that there was no meeting of the minds. As such, applying the 12(b)(6) 24 standard, I find that Max Health’s implied-in-contract cause of action plausibly states a claim 25 for relief. Anthem’s motion to dismiss this claim is therefore denied. 26 1 C. Max Health fails to sufficiently plead its estoppel claims. 2 To prevail on a promissory or equitable estoppel, Max Health must show four elements: 3 (1) Anthem’s appraisal of the true facts; (2) Anthem’s intent for its conduct to induce reliance; 4 (3) Max Health’s ignorance of the truth; and (4) Max Health’s detrimental reliance on Anthem’s 5 conduct. See Las Vegas Convention & Visitors Auth. v. Miller, 191 P.3d 1138, 1157 (Nev. 2008) (equitable 6 estoppel); Torres v. Nev. Direct Ins. Co., 353 P.3d 1203, 1209 (Nev. 2015) (promissory estoppel). 7 8 Equitable estoppel “operates to prevent parties from asserting legal rights that, in equity 9 and good conscience, the party should not be allowed to assert because of [its] conduct.” Chanos 10 v. Nev. Tax Comm’n, 181 P.3d 675, 679 (Nev. 2008) (citation modified). Here, Max Health’s 11 equitable estoppel claim is merely a formulaic recitation of equitable estoppel’s elements. For 12 example, Max Health merely states that it “relied to its detriment on the representations of 13 [Anthem] in continuing to treat [Anthem’s] insureds.” ECF No. 25 at ¶ 38. But it does not say 14 how that reliance was detrimental or why it cost Max Health over $75,000 in damages. 15 Additionally, Max Health asserts that Anthem “in making these representations to [Max 16 Health] intended that [Max Health] act upon those representations.” Id. at ¶ 36. But it does not 17 allege any facts in support of that assertion. Therefore, Max Health’s equitable estoppel cause of 18 action fails to state a claim upon which relief can be granted. 19 20 “The promise giving rise to a cause of action for promissory estoppel must be clear and 21 definite, unambiguous as to essential terms, and the promise must be made in a contractual 22 sense.” Torres, 353 P.3d at 1209 (quotation omitted). Here, Max Health merely recites the 23 elements for estoppel without alleging facts in support of those allegations. For example, Max 24 Health asserts that Anthem “asked for additional information regarding the medical claims and 25 promised [Max Health] that the claims would be paid once the additional information was 26 received.” ECF No. 25 at ¶ 44. But that is the first and only time the complaint alleges that Anthem promised to pay Max Health’s claims. The complaint does not specify the timing, frequency, delivery, or terms of this promise. So the court cannot determine what relief is due based on that promise, even when construing all reasonable inferences in the light most 4|| favorable to Max Health. Conclusion 6 IT IS HEREBY ORDERED that Anthem’s motion to dismiss Max Health’s amended 7|| complaint [ECF No. 26] is GRANTED in part and DENIED in part. It is granted for the quantum meruit claim, equitable estoppel claim, and promissory estoppel claim, but it is denied 9}| for the implied-in-fact contract claim. 10 The parties must submit an amended discovery plan and scheduling order by December 15, 2025. See ECF No. 30. “) 12 Dated: December 1, 2025 /, /

lristina D. Silva 5 [ ited States District Judge / 16 17 18 19 20 21 22 23 24 25 26