SpecialtyCare, Inc. v. Medcost, LLC

• Court: Court of Chancery of Delaware
• Decided: February 16, 2026
• Docket: C.A. No. 2025-0011-DH
• Status: Published

Opinion

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SPECIALTYCARE, INC.; REMOTE ) NEUROMONITORING PHYSICIANS, ) PC; and SENTIENT PHYSICIANS, PC, ) ) Plaintiff, ) ) C.A. No. 2025-0011-DH v. ) ) MEDCOST, LLC, ) ) Defendant. ) ) ) )

REPORT

Report: February 16, 2026 Date Submitted: December 02, 2025

Jeffrey J. Lyons, Michael E. Neminski, BAKER & HOSTETLER LLP, Wilmington, DE; Attorneys for Plaintiffs Specialtycare, Inc., Remote Neuromonitoring Physicians PC, and Sentient Physicians, PC.

John M. Seaman, Florentina D. Field, ABRAMS & BAYLISS, Wilmington, DE; Bradley A. Rohrenbeck, Chase Stevens, KILPATRICK, TOWNSEND AND STOCKTON, LLP, Winston-Salem, NC; Attorneys for Defendant MedCost, LLC. HUME, IV, M.

Today, the Court addresses a narrow question of first impression in Delaware:

whether the Federal No Surprises Act contains an implied private right of action to

enforce awards determined under the Internal Dispute Resolution Process. 1 While

Plaintiff seeks enforcement of the awards by appeal to the Court of Chancery’s

exclusive jurisdiction to enforce arbitration agreements, the statutory dispute

resolution process differs from arbitration as defined in the Federal Arbitration and

Delaware Uniform Arbitration Acts. Moreover, under the principles of statutory

interpretation promulgated by the U.S. Supreme Court in Alexander v. Sandoval2

and in keeping with several District Court decisions interpreting the No Surprises

Act, this Court declines to create a private right of action. These counts are

dismissed. The Court further dismisses Plaintiff’s three alternative causes of action

for failure to state a claim under Court of Chancery Rule 12(b)(6).

1 See 42 U.S.C. §§ 300gg-111 et seq. 2 532 U.S. 275, 286 (2001). As discussed infra, Delaware courts have long followed federal precedent in determining whether a private right of action exists. See, e.g., Mann v. Oppenheimer & Co., 517 A.2d 1056, 1064 (Del. 1986). 2 I. BACKGROUND 3

Plaintiffs SpecialtyCare, Inc., Remote Neuromonitoring Physicians, PC, and

Sentient Physicians, PC initiated this action against Defendant MedCost, LLC. The

facts are drawn from the Verified Complaint and are taken to be true for the purposes

of this Motion to Dismiss.

A. Content and Structure of the No Surprises Act

In late 2020, the President signed into law the No Surprises Act (“NSA” or

“Act”) to defray consumer costs arising from “unexpected out-of-network medical

bills.”4 The Act limits “the amount an insured patient will pay for emergency

services furnished by an out-of-network provider.” Texas Med. Ass’n v. U.S. Dep’t

of Health & Hum. Servs., 654 F. Supp. 3d 575, 580 (E.D. Tex. 2023). The Act also

limits how much an insured party pays for “certain non-emergency services

furnished by an out-of-network provider at an in-network facility.” Texas Med.

3 Unless otherwise noted, pleadings are cited by reference to items docketed in C.A. No. 2025-0011-DH (“D.I.”). At the time of this ruling, only the draft transcript has been prepared and citations to it refer to the rough copy of the transcript (“Draft Tr.”), D.I. 30. Citations in the form of “Compl.” refer to Plaintiff’s Verified Complaint, D.I. 1. Citations in the form of “DOB” refer to Defendant’s Brief in Support of Motion to Dismiss, D.I. 13. Citations in the form of “PAB” refer to Plaintiff’s Answering Brief in Opposition to Defendant’s Motion to Dismiss, D.I. 20. Citations in the form of “DRB” refer to Defendant’s Reply Brief in Support of Motion to Dismiss, D.I. 22. Here, “Supreme Court” refers to the U.S. Supreme Court rather than the Delaware Supreme Court. 4 The No Surprises Act at a Glance: Protecting Consumers Against Unexpected Medical Bills, CTRS. FOR MEDICARE & MEDICAID SERVS. (Jan. 2025), https://www.cms.gov/files/document/nsa-at-a-glance.pdf. 3 Ass’n v. U.S. Dep’t of Health & Hum. Servs., 110 F.4th 762, 767 (5th Cir. 2024)

(quoting Texas Med. Ass’n, 654 F. Supp. 3d at 580). The Act went into effect on

January 2, 2022.5 In situations where an insured person incurs emergency medical

costs out of network (“OON”)6, the NSA crafted a procedure for the healthcare

provider and insurer to allocate costs. Initially, insurance plans and issuers may pay

the OON provider whatever amount they prefer. 7 If the healthcare provider wishes

to contest the insurer’s initial payment, the provider “initiate[s] open negotiations”

within thirty days of the payment. 42 U.S.C. § 300gg-111(c)(1)(A). Where the

open negotiations period fails to resolve the payment dispute, either party can initiate

the Independent Dispute Resolution Process (“IDR”), a “baseball-style” 8 resolution

process where a third-party referee (“IDR Entity”) determines the amount owed by

5 Compl. ¶ 9. 6 An example of this is when an emergent patient is airlifted to a medical facility by an OON medical transport helicopter. 7 Compl. ¶ 10. Although the NSA applies both to insurance plans and issuers, the opinion refers just to “plans” for ease of reading. 8 “Baseball-style” arbitration refers to the arbitration process employed by Major League Baseball. In that proceeding, the team and player each submit a proposed salary figure to a panel of arbitrators. The arbitration panel chooses the player’s or team’s proposal and is not free to select a figure not suggested by one of the sides. See Salary Arbitration and Arbitration Eligibility, MLB.COM https://www.mlb.com/glossary/transactions/salary- arbitration (last visited Feb. 16, 2026). 4 the plan.9 Id., § 300gg-111(c)(1)(B). Either the parties or the Department of Health

and Human Services selects the IDR entity. 42 U.S.C. § 300gg-111(c)(4); Guardian

Flight, L.L.C. v. Health Care Serv. Corp., 140 F.4th 271, 273 (5th Cir. 2025)

(discussing the NSA’s structure).

During the IDR process, each party submits an offer for what is owed and any

additional information requested by the IDR Entity. Then, the IDR Entity selects

one of the offers following consideration of numerous statutorily prescribed

considerations. 42 U.S.C. §§ 300gg-111(c)(5)(A), (C)(i)–(ii). The IDR Entity’s

determination is binding on the parties “in the absence of a fraudulent claim or

evidence of misrepresentation of facts presented to the IDR entity involved

regarding such claim[.]” Id. § 300gg-111(c)(5)(E)(i)(I).

1. The IDR statute incorporates one provision of the Federal Arbitration Act for judicial review of IDR entity’s decision in cases of fraud, mistake, or corruption. The NSA provides that the determination “shall not be subject to judicial

review” except for the circumstances described in 9 U.S.C. Section 10(a)(1)–(4). 42

U.S.C. § 300gg-111(c)(5)(E)(i)(II). Section 10 is a provision of the Federal

Arbitration Act (“FAA”), which provides in relevant part:

9 The Complaint incorrectly refers to the IDR Entity as a “third-party arbitrator.” ¶ 10. As I explain infra, the IDR Entity is not an arbitrator but a distinct third-party resolution process unique to the NSA’s statutory framework. 5 (a) In any of the following cases the United States court in and for the district wherein the award was made may make an order vacating the award upon the application of any party to the arbitration-- (1) where the award was procured by corruption, fraud, or undue means; (2) where there was evident partiality or corruption in the arbitrators, or either of them; (3) where the arbitrators were guilty of misconduct in refusing to postpone the hearing, upon sufficient cause shown, or in refusing to hear evidence pertinent and material to the controversy; or of any other misbehavior by which the rights of any party have been prejudiced; or (4) where the arbitrators exceeded their powers, or so imperfectly executed them that a mutual, final, and definite award upon the subject matter submitted was not made.

Thus, the NSA incorporates one discrete provision of the FAA so that Courts may

reverse the IDR Entity’s determination in situations of exceptional misconduct.

The NSA includes an administrative accountability mechanism for situations

of misconduct not contemplated by 9 U.S.C. Section 10. The Secretaries of Health

and Human Services (“HHS”), Labor, and Treasury may submit reports to Congress

regarding plans that engage in “a pattern or practice of routine denial, low payment,

or down-coding of claims,” with “recommendations on ways to discourage such a

pattern or practice.” 42 U.S.C. § 300gg-111(c)(5)(E)(iv).

2. The Federal and Delaware Uniform Arbitration Acts provide causes of action for enforcement of arbitration decisions.

While the NSA limits judicial review to cases involving misconduct, parties

subject to an arbitrator’s decision under the FAA may seek judicial confirmation or

review. 9 U.S.C. Section 9 permits any court of competent jurisdiction to enter an

6 order confirming a valid arbitration award “unless the award is vacated, modified or

corrected as prescribed in section 10 and 11 of this title.” 10 The FAA contemplates

that the prevailing party in arbitration can obtain a Court order confirming the award,

unless a party seeks to alter or vacate the arbitrator’s decision, in which case the

parties properly proceed under Section 10 (vacating an award on grounds of

misconduct) or Section 11 (“modifying or correcting an award” on grounds of

mistake, miscalculation, or overbreadth).

The Delaware Uniform Arbitration Act (“DUAA”) 11 provides comparable

jurisdiction for a court to modify, confirm, or vacate an award. The Delaware Court

of Chancery has exclusive jurisdiction for judicial review of DUAA arbitrations

absent express agreement of the parties. See 10 Del. C. § 5702(a). The requirements

for confirmation of an arbitrator’s decision largely mimics the FAA, where a party

need only make its application to the reviewing court within one year of the

arbitrator’s decision. Id. § 5713. The non-prevailing party in a DUAA action may

10 The FAA permits parties to designate the reviewing court, with the “United States court in and for the district within which such award was made” functioning as the default venue absent express stipulation. 9 U.S.C. § 9. For parties seeking vacatur of the arbitrator’s decision under Section 10 of the FAA, however, “the United States court in and for the district wherein the award was made” has exclusive jurisdiction. When a party seeks judicial review or confirmation in Delaware state court, however, the Court of Chancery is vested with exclusive jurisdiction. See 10 Del. C. § 5702(c). 11 10 Del C. § 5701 et seq. The Court of Chancery possesses jurisdiction to confirm and review arbitration awards under the FAA, provided the parties agreed to jurisdiction within Delaware. Id. § 5702. 7 seek vacatur of the award on the same grounds established within the FAA.

Compare 10 Del. C. § 5714(a)(1)-(5), with 9 U.S.C. § 10(a)(1)–(5). The DUAA

modification or correction statute also largely parallels the FAA’s, although the

DUAA imposes a ninety-day time limit to seek such amendment. Compare 10 Del.

C. § 5715(a)(1)–(3), with 9 U.S.C. § 11(a)–(c).

Regardless of whether an arbitration proceeds under the FAA or the DUAA,

the relevant statutes provide an express cause of action for any arbitrating party to

confirm, vacate, or modify the award.

B. SpecialtyCare and MedCost engaged in numerous IDR processes to resolve payment disputes. SpecialtyCare, Inc. (“SpecialtyCare”) is a Delaware corporation with its

principal place of business in Brentwood, Tennessee. SpecialtyCare is a health care

provider of intraoperative neuromonitoring throughout the United States.12

SpecialtyCare claims that it “insures and administers health insurance products and

benefit plans.” 13 SpecialtyCare has two affiliate entities: Remote Neuromonitoring

12 Compl. ¶ 3. 13 Id., ¶ 4. MedCost argues in its briefing that it is not a licensed insurer but a “standalone preferred provider network” that contracts with providers to “provide network access to insurers and third-party health plan administrators . . . .” DOB, at 3. MedCost explains that it is not listed among Insurance Companies on North Carolina’s administrative database. See North Carolina Dep’t of Ins., Listing of Insurance Companies and Oher Regulated Entities, tps://www.ncdoi.gov/insurance-industry/financial-

8 Physicians, PC (“Remote Neuromonitoring”), a Pennsylvania entity, and Sentient

Physicians, PC (“Sentient Physicians”), an Illinois entity, both with their principal

place of business in Brentwood, Tennessee. 14 MedCost, LLC (“MedCost”), is a

Delaware LLC with its principal place of business in Winston-Salem, North

Carolina.15

Following the NSA’s implementation, SpecialtyCare engaged in multiple IDR

determinations with MedCost.16 Following such determinations, MedCost owes

$198,871 to SpecialtyCare that remains unpaid. 17 SpecialtyCare further claims that

it continues to engage in transactions with MedCost, and that it expects further IDR

determinations, which may increase the debt owed.18

analysis/listinginsurance-companies-and-other-regulated-entities; DOB, at 3 n.2. While I can properly take judicial notice of publicly available facts not subject to reasonable dispute, I decline to resolve the parties’ dispute whether MedCost is or is not a Group Health plan subject to the NSA’s IDR proceedings and limit the factual scope of my analysis to the pleadings. Cf. In re General Motors (Hughes) S’holder Litig., 897 A.2d 162, 171 (Del. 2006) (affirming the Trial Court’s decision to take judicial notice of stockholder vote totals memorialized in an SEC Form 10-Q because it was not subject to reasonable dispute); D.R.E. 201. 14 Id., ¶ 3. 15 Id., ¶ 4. 16 Id., ¶¶ 13, 16. 17 Id., ¶ 15. SpecialtyCare submitted a chart identifying all unpaid IDR awards between the parties. See id., Ex. A. 18 Id., ¶¶ 20–21. 9 SpecialtyCare claims that MedCost initially makes low payments when OON

claims are submitted, in the hope that SpecialtyCare will neglect to pursue the NSA’s

resolution process, thereby limiting MedCost’s overall liability.19 Even where

SpecialtyCare does seek IDR resolution for the disputed claims and the IDR entity

determines the award, MedCost delays payment past the thirty-day statutory

deadline. 20

C. SpecialtyCare files suit before this Court to confirm the awards or obtain alternate relief. Following MedCost’s failure to remit payment for the IDR determinations,

SpecialtyCare brought suit in this Court on January 3, 2025, alleging five counts.21

SpecialtyCare brings two counts seeking confirmation of the IDR awards under

DUAA Section 5702 and FAA Section 9.22 In addition to this order, SpecialtyCare

looks to obtain pre- and post-judgment interest on the balance of unpaid awards

under 28 U.S.C. § 1961. In the alternative, SpecialtyCare seeks relief on three

19 Id., ¶¶ 22–23. 20 Id., ¶ 24. 21 See id. 22 Id., ¶¶ 27–40. 10 grounds: first, under the theory of an account stated, 23 second, on grounds of

quantum meruit,24 and third, on grounds of unjust enrichment. 25

MedCost filed a Motion to Dismiss for failure to state a claim on May 28,

2025. 26 The matter was reassigned to me on October 8, 2025, 27 and I heard argument

on the Motion to Dismiss on December 2, 2025.28 I initially took the matter under

advisement and now recommend granting MedCost’s Motion to Dismiss for the

reasons articulated below.

II. ANALYSIS

The standard for a motion to dismiss is well-settled. When reviewing a motion

to dismiss under Court of Chancery Rule 12(b)(6), Delaware courts “(1) accept all

well pleaded factual allegations as true, (2) accept even vague allegations as well

pleaded if they give the opposing party notice of the claim, [and] (3) draw all

reasonable inferences in favor of the non-moving party.” Cent. Mortg. Co. v.

Morgan Stanley Mortg. Cap. Hldgs. LLC, 27 A.3d 531, 535 (Del. 2011) (internal

23 Id., ¶¶ 41–52. 24 Id., ¶¶ 53–66. 25 Id., ¶¶ 67–80. 26 D.I. 13. 27 D.I. 24. 28 D.I. 30. 11 citations omitted). “[T]he governing pleading standard in Delaware to survive a

motion to dismiss is reasonable conceivability.” Id. at 537 (internal citations

omitted). The reasonable conceivability standard grants a plaintiff “all reasonable

inferences that logically flow from the face of the complaint” but does not obligate

the Court “to accept every strained interpretation of the [plaintiff’s] allegations.” In

re General Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting

Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001)). The Court will “ignore

conclusory allegations that lack specific supporting factual allegations.” FMLS

Hldng. Co. v. Integris BioServices, LLC, 2023 WL 7297238, at *5 (Del. Ch. Oct. 30,

2023) (quoting Ramunno v. Cawley, 705 A.2d 1029, 1034 (Del. 1998). Dismissal is

appropriate where “the [nonmoving party] would not be entitled to recover under

any reasonably conceivable set of circumstances.” AECOM v. SCCI Nat’l Hldngs.,

Inc., 2023 WL 6294985, at *6 (Del. Ch. Sep. 27, 2023) (quoting Central Mortg. Co.,

27 A.3d at 535).

A. The NSA provides neither an express nor implied private right of action to confirm IDR Entity Awards. Thus, SpecialtyCare’s Counts I and II to confirm the awards is dismissed.

I first turn to whether MedCost possesses proper grounds to seek enforcement

of the IDR before this Court. While the briefings attend to whether an implied

private right of action arises under the NSA, I must first consider whether the Court

of Chancery has subject matter jurisdiction. SpecialtyCare brought two counts for

12 enforcement of the IDR determination under FAA Section 9 and DUAA Section

5702 respectively, which contain essential jurisdictional elements. While I hold that

this Court lacks subject matter jurisdiction, I hold in the alternative that

SpecialtyCare failed to state a claim because the NSA does not give rise to an implied

private right of action.

1. The parties lack an arbitration agreement. Thus, the Court lacks subject matter jurisdiction over SpecialtyCare’s motion to confirm the IDR Entity’s Order.

The threshold question is whether an IDR proceeding is an arbitration subject

to this Court’s confirmation under 10 Del. C. § 5702(c). If an IDR proceeding

materially differs from an arbitration, then I cannot confirm the award under the

FAA’s Section 9 authority or the comparable DUAA Section 5713. Because an IDR

proceeding is not an arbitration, I dismiss Counts I and II for want of subject matter

jurisdiction.

While MedCost stylizes its Motion to Dismiss as failure to state a claim under

Court of Chancery Rule 12(b)(6), subject matter jurisdiction is “crucial,” and [the

Court] must “ensure it exists, even if it must raise the issue sua sponte.” Critchfield

v. Engfer, 2016 WL 2755933, at *1 (Del. Ch. May 9, 2016) (quoting Appoquinimink

Educ. Assoc. v. Appoquinimink Sch. District, 2003 WL 1794963, at *3 (Del. Ch.

Mar. 31, 2003), corrected (Apr. 17, 2003), aff’d, 844 A.2d 991 (Del. 2004); Ct. Ch.

13 R. 12(h)(1) (“A party may assert a defense under Rule 12(b)(1) motion filed at any

time, or the Court may raise the defense on its own initiative”).

A brief look at the history of the FAA reveals that IDR proceedings are not

arbitrations because an agreement to arbitrate must arise out of a contract. Section

2 comprises the “primary substantive provision of the Act,” Moses H. Cone

Memorial Hospital v. Mercury Construction Corp., 460 U.S. 1, 24 (1983), and

provides in relevant part:

A written provision in any maritime transaction or a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction . . . shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract. 9 U.S.C. § 2 (emphasis added).

Notably, a contract envelops the ensuing arbitration proceeding by both providing

(1) the gravamen subject to arbitration and (2) the agreement to arbitrate itself. The

Supreme Court has maintained the “fundamental principle that arbitration is a matter

of contract, Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63, 67 (2010) and

consequently “place[s] arbitration agreements on an equal footing with other

contracts,” Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 443 (2006).

Parties may specify the scope of agreements to arbitrate, including (1) the matters

subject to arbitration, (2) the rules by which arbitration is conducted, and (3) the

parties bound by the arbitration agreement. See AT&T Mobility LLC v. Concepcion,

562 U.S. 333, 344 (2011) (first citing Mitsubishi Motors Corp. v. Soler Chrysler- 14 Plymouth, Inc., 473 U.S. 614, 628 (1985), then Volt Info. Sciences, Inc. v. Bd. of

Trustees of Leland Stanford Junior Univ., 489 U.S. 468, 479 (1989), and finally

Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662, 681–82 (2010)).

Delaware law buttresses the requirement that an agreement to arbitrate must

exist for such arbitration to be enforceable. See SBC Interactive, Inc. v. Corp. Media

P’rs, 1997 WL 81008, at *2 (Del. Ch. 1997) (“Because the obligation or right to

contract is contractual, the starting point of any analysis of whether a dispute is

arbitrable must be the parties’ contract to arbitrate.”); Gandhi-Kapoor v. Hone Cap.

LLC, 307 A.3d 328, 356 (Del. Ch. 2023) (underscoring the Supreme Court’s

threshold requirement of “determin[ing] whether an arbitration agreement exists in

the first place.”) (citing Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U.S.

63, 139 (2019)). As in the FAA, the DUAA requires “a written agreement to submit

to arbitration” for an enforceable obligation under the Act to exist. 10 Del. C. §

5701. The statute’s text conditions the Court of Chancery’s jurisdiction to enforce

an arbitrator’s decision on the existence of such agreement. See id.

Both Federal and Delaware law emphasizes the contractual nature of an

arbitration agreement and the requirement of a contract for any arbitration

proceeding to exist. Here, however, SpecialtyCare has failed to plead the existence

of a written agreement between itself and MedCost. Other courts considering the

question of judicial review of the NSA’s IDR process have admitted the absence of

15 such agreement. See, e.g., Guardian Flight LLC v. Aetna Life Ins. Co., 789 F. Supp.

3d 214, 227, (D. Conn. 2025). 29 Instead, SpecialtyCare points to the statutory

structure of the NSA, which provides for an IDR process that allocates costs between

the insurer and the healthcare provider. While the NSA provides for third-party

dispute resolution between the parties, “arbitration” is not a mere colloquialism in

the DUAA’s grant of jurisdiction to the Court of Chancery over arbitration awards.

As both the FAA and DUAA evidence, a written agreement to arbitrate is a necessary

condition for an arbitration to exist, and the respective grants of jurisdiction to

review arbitration decisions in state and federal statutory schemes rely on a written

agreement, which the parties lack in this case.

SpecialtyCare relies on two district court decisions outside the NSA context

for the proposition that the Court has authority to confirm a “final and binding

award.”30 In New Jersey Bldg. Laborers’ Statewide Benefit Funds v. Newark Bd. of

Education, the defendant launched a collateral attack on the validity of an arbitration

for lack of an extant arbitration agreement. New Jersey Building, 2013 WL 5180433,

at *2 (D.N.J. Sep. 13, 2013). The Court affirmed its power to confirm the award

I refer to this case as Aetna throughout the opinion. Although other cited cases include 29

Aetna as a party, I will refer to them in short form differently. PAB, at 10 (citing GPS of N.J. M.D., P.C. v. Horizon Blue Cross & Blue Shield, 2023 30

WL 5815821, at *10 (D.N.J. Sep. 8, 2023)). 16 because the parties signed a Collective Bargaining Agreement, which permitted

Trustees to “collect delinquent funds through arbitration,” and the agreement

designated a “permanent arbitrator to hear and determine collection disputes. Id. at

*3. The District of New Jersey further confirmed that language in an agreement

“indicat[ing] the award will be final and binding implicitly permits Federal court

intervention to compel compliance.” Id. (citing Teamsters-Employer Loc. No. 945

Pension Fund v. Acme Sanitation Corp., 963 F. Supp. 340, 347 (D.N.J. 1997)).

SpecialtyCare puts the cart before the horse in relying on New Jersey Building.

While the Court rearticulated the principle that an agreement to arbitrate need not

explicitly include language agreeing that “a judgment of the court shall be interested

upon the award made pursuant to arbitration,” the Court did not waive the

requirement of an arbitration agreement in the first place. 2013 WL 5180433, at *3

(citing 9 U.S.C. § 9). Unlike in New Jersey Building, SpecialtyCare and MedCost

neither bargained for nor signed an agreement submitting to binding arbitration. No

agreement exists for the Court to find implied “authority to confirm the award.” Id.

at *3.

SpecialtyCare fares no better under its second source of authority, Cheminova

A/S v. Griffin, L.L.C. 182 F. Supp. 2d 68 (D.D.C. 2002). There, the parties entered

into binding arbitration under the Federal Insecticide, Fungicide and Rodenticide

17 Act (“FIFRA”), 31 which incorporated the rules of the Federal Mediation and

Conciliation Service (“FMCS”).32 FMCS Section 37(c) states that the relevant

parties “shall be deemed to have consented that judgment upon the arbitration award

may be entered” either in federal or state court. 29 C.F.R. pt. 1440, App. § 37(c).

FIFRA permits registrants under the statute to engage in “binding arbitration

proceedings,” even though no private contract to arbitrate exists. 7 U.S.C. §

136a(c)(1)(F)(iii). FIFRA further provides that the arbitrator’s decisions are “final

and conclusive.” Id. Cheminova holds that the terms “binding” and “final and

conclusive” in an arbitration scheme denotes that “an award will be enforceable in

court.” 182 F. Supp. 2d at 73; see Lander Co. v. MMP Investments, Inc., 107 F.3d

476, 480 (7th Cir. 1997) (“To agree to binding arbitration is to agree that if your

opponent wins the arbitration he can obtain judicial relief if you refuse to comply

with the arbitrator’s award.”).

While FIFRA departs from a traditional arbitration scheme because the

statute’s text, not a contract, gives rise to arbitration, FIFRA and the NSA materially

differ, and SpecialtyCare cannot rely on Cheminova. First, FIFRA provides for

“arbitration,” rather than a generic third-party dispute resolution scheme. Second,

31 7 U.S.C. § 136, et seq. 32 7 U.S.C. § 136a(c)(1)(F)(iii) 18 FIFRA explicitly incorporated FMCS rules, which give rise to judicial review or

confirmation of the arbitrator’s award. Third, the statute employed the terms

“binding” and “final and conclusive” regarding the arbitrator’s decision under

FIFRA. The NSA does state that “[a] determination of a certified IDR entity . . .

shall be binding upon the parties involved,” but follows such language by noting that

the determination “shall not be subject to judicial review,” except where FAA

Section 10(a)(1)–(4) applies. The mere presence of the term “binding” cannot give

rise to an entire arbitration scheme subject to judicial review when the plain text of

the statute rebuts such reading.33 But see GPS of N.J., 2023 WL 5815821, at *10

(interpreting the presence of the “binding” language in the NSA to indicate that “the

decision is to be ‘final and binding,’ and gives the court the authority to confirm the

award.”).34

33 Both Federal and Delaware law dictate that the Court must read statutes as a whole and not interpret provisions to create internal contradictions. See Coastal Barge Corp. v. Coastal Zone Indus., 492 A.2d 1242, 1245 (Del. 1985) (“[E]ach part or section [of a statute] should be read in light of every other part or section to produce an harmonious whole.”); Maracich v. Spears, 570 U.S. 48, 68 (2012) (“The provisions of a text should be interpreted in a way that renders them compatible, not contradictory. [T]here can be no justification for needlessly rendering provisions in conflict if they can be interpreted harmoniously.”) (citing ANTONIN SCALIA & BRYAN A. GARNER, READING LAW: THE INTERPRETATION OF LEGAL TEXTS 180 (2012)). This is the “Harmonious-Reading Canon.” See William N. Eskridge, Jr. & Philip P. Frickey, Foreword: Law as Equilibrium, 108 HARV. L. REV. 26, 98 (1994) (“Avoid interpreting a provision in a way that would render other provisions of the Act superfluous or unnecessary.”) (internal citations omitted). 34 I express my respectful disagreement with G.P.S.’s construction of the NSA infra. 19 Given the absence of a written agreement between the parties to arbitrate, the

IDR process is not an arbitration and consequently the Court of Chancery lacks

jurisdiction under 10 Del. C. § 5102 to confirm the IDR entity’s award.35

2. The NSA fails to provide a private right of action for confirmation of IDR awards. SpecialtyCare contends that the NSA impliedly incorporates Section 9 of the

FAA, which provides a cause of action to the prevailing party in an arbitration to

seek a judgment confirming the arbitrator’s award. The text and structure of the

NSA does not favor SpecialtyCare’s reading. Both Federal and Delaware canons of

statutory interpretation disfavor finding implied private rights of action in

comprehensive schemes. Such canons as applied to the NSA instruct the Court to

reject SpecialtyCare’s argument.

a. Statutory intent determines the existence of an implied private right of action.

Congress must create private rights of action to “enforce federal law.”

Alexander v. Sandoval, 532 U.S. 275, 286 (2001) (citing Touche Ross & Co. v.

Redington, 442 U.S. 560, 578 (1979)). Without an express private right of action

within a statute, “the judicial task is to interpret the statute Congress has passed to

35 Even if FAA Section 9 were to apply here, which it does not, the Court of Chancery would lack jurisdiction because the federal statute provides that default jurisdiction lies with the appropriate federal district court. 20 determine whether it displays an intent to create not just a private right but also a

private remedy.” Sandoval, 532 U.S. at 286 (citing Transamerica Mortg. Advisors,

Inc. v. Lewis, 444 U.S. 11, 15 (1979)). “Statutory intent is determinative” on this

point. Sandoval, 532 U.S. at 286.

The Court examines statutory text to discern whether it “unambiguously

confer[s] an enforceable right upon the [statute’s] beneficiaries.” Gonzaga Univ. v.

Doe, 536 U.S. 273, 281 (2002) (quoting Suter v. Artist M., 503 U.S. 347, 363

(1992)). The inquiry for statutory intent “begins with the text and structure of the

statute . . . and ends once it has become clear that Congress did not provide a cause

of action.” Sandoval, 532 U.S. at 288 n.7 (citing Northwest Airlines, Inc. v. Transp.

Workers, 451 U.S. 77, 94 n.31 (1981)).

Delaware has historically followed the Supreme Courts’s lead in determining

whether a statute gives rise to an implied private right of action. For several years,

the Delaware Supreme Court adopted the multi-factor test articulated in Cort v.

Ash.36 See Mann v. Oppenheimer & Co., 517 A.2d 1056, 1064 (Del. 1986) (reciting

36 422 U.S. 66 (1975). In Cort, the Supreme Court enumerated four factors: (1) whether the plaintiff was “one of the class for whose especial benefit the statute was enacted”; (2) whether there is “any indication of legislative intent, explicit or implicit, either to create such remedy or to deny one”; (3) whether it is “consistent with the underlying purposes of the legislative scheme to imply such a remedy for the plaintiff”; and (4) whether the cause of action is one “traditionally relegated to state law . . . so that it would be inappropriate to infer a cause of action based solely on federal law.” Id. at 78 (internal citations omitted). Delaware has consolidated this analysis into three factors. See supra. 21 three Cort factors: “the language and focus of the statute, the legislative history, and

[its] underlying purposes.”) (internal citations omitted). Following the decision in

Sandoval, Delaware courts have identified the second Cort factor, statutory intent,

as “usually dispositive under contemporary analysis.” Reylek v. Albence, 2023 WL

8850074, at *4 (Del. Super. Dec. 21, 2023). 37

In Sandoval, the Supreme Court held that Title VI of the Civil Rights Act

lacked an implied private right of action to enforce regulations promulgated under

Section 602. 532 U.S. at 293. There, plaintiffs sued the Alabama Department of

Public Safety for violation of Title VI for adopting a policy administering driver’s

license examinations only in English. Id. at 278. The DOJ adopted a regulation

“forbidding [Department of Transportation] funding recipients to ‘utilize criteria or

methods of administration which have the effect of subjecting individuals to

37 The Delaware Supreme Court has not yet explicitly adopted the Sandoval standard, but lower courts have predicted such adoption to be likely. See Rays Plumbing & Heating Serv., Inc. v. Stover Homes, L.L.C., 2011 WL 3329384, at *2 (Del. Super. July 26, 2011) (“Delaware has not adopted the [Sandoval] standard yet; however, a Delaware Court of Chancery decision found that the Delaware Supreme Court will likely embrace the newer federal standard at the first opportunity because State law in this area has traditionally tracked Federal law.”) (citing O’Neill v. Town of Middletown, 2006 WL 20507, at *19 (Del. Ch. Jan. 18, 2006)). In O’Neill, Vice Chancellor Noble focused on the second Cort factor following the Sandoval decision, noting that “the Court should also address the United States Supreme Court’s current implied private right of action doctrine because Delaware courts have historically hewn closely to the analyses of the United States Supreme Court in this context.” 2006 WL 205071, at *19 (citing Lock v. Shreppler, 426 A.2d 856, 864 (Del. Super. 1981) (superseded by statute)). 22 discrimination because of their race, color, or national origin . . . .’” Id. (quoting 28

C.F.R. § 42.104(b)(2) (2000) (effectuating the antidiscrimination provision of Title

VI, Section 601)). While Section 601 prohibited discrimination on the basis of race

or nationality, and Section 602 permitted the DOJ to promulgate regulations, Title

VI lacked a provision providing a private right of action for violation of such

regulations. Sandoval, 532 U.S. at 278–79. Instead, Section 602 provided an

alternative means of enforcement—permitting agencies to “terminat[e] funding to

the ‘particular program, or part thereof,’ that has violated the regulation . . . .” Id. at

289 (quoting 42 U.S.C. § 2000d–1).

Sandoval’s inquiry begins and ends “with the text and structure of [the

Statute.” Section 602 lacked the required “rights-creating” language that would

permit the Court to infer a private right of action. See, e.g., Cannon v. Univ. of

Chicago, 441 U.S. 677, 690 n.13 (1979) (“Not surprisingly, the right- or duty-

creating language of the statute has generally been the most accurate indicator of the

propriety of implication of a cause of action.”). Instead, Section 602 conferred

power on the DOJ to promulgate regulations enacting Section 601’s anti-

discrimination regime. See Sandoval, 532 U.S. at 189 (“Far from displaying

congressional intent to create new rights, § 602 limits agencies to ‘effectuat[ing]’

rights already created by § 601.”) (emphasis added).

23 Further, the Court disfavored implying a private right of action where the

parties benefiting from the statute are “twice removed” from the statute’s focus. Id.

For example, Section 601 seeks to benefit persons subject to discrimination on the

basis of race or national origin. Section 602, however, speaks to a federal agency’s

authority to effectuate regulations that implement Section 601. Such attenuation is

highly probative of Congress’s intent to not provide an implied private right of

action. Cf. Cannon, 441 U.S. at 690–91 (buttressing its finding of an implied private

right of action where the statute “expressly identifie[d] the class Congress intended

to benefit”).

Finally, the presence of an explicit remedy in a statute’s text confirms that

Congress did not intend to impliedly create a distinct remedy. Section 602 permits

the government to enforce its regulations by removing funding where a program

violates Title VI. Sandoval, 532 U.S. at 290 (noting that “these elaborate restrictions

on agency enforcement . . . tend to contradict a congressional intent to create

privately enforceable rights . . . .”). Yet another fundamental canon of statutory

construction states that “where a statute expressly provides a particular remedy or

remedies, a court must be chary of reading others into it.” Transamerica Mortg.

Advisors, Inc. (TAMA) v. Lewis, 444 U.S. 11, 19 (1979); accord Middlesex Cty.

Sewerage Auth. v. Nat’l Sea Clammers Ass’n, 453 U.S. 1, 19–20 (1981) (foreclosing

an express Section 1983 remedy where the relevant federal statute’s “remedial

24 devices” were sufficiently comprehensive, indicating Congress’s intent to preclude

other, applicable remedies). Moreover, as an exercise of this Court’s prudence,

“[t]he judiciary may not . . . fashion new remedies that might upset carefully

considered legislative programs” where Congress has “enacted a comprehensive

legislative scheme including an integrated system of procedures for enforcement.”

Northwest Airlines, Inc. v. Transport Workers Union of Am., AFL-CIO, 451 U.S. 77,

97 (1981).

Fortuitously, several federal District Courts have ruled on the very legal

question presented by SpecialtyCare. 38 Regrettably, such opinions are divided. One

line of decisions hews closely to the strict textualism of Sandoval, declining to find

an implied private right of action in the NSA. The other line reprises a more

capacious approach to the statute, identifying rights-creating language within the

NSA and permitting an implied private right of action. In accordance with principles

of Federal and Delaware statutory interpretation, I adopt the former approach.

MedCost relies on a recent decision out of the Middle District of Florida,

rejecting any implied private right of action under the NSA. Med-Trans Corp. v.

Capital Health Plan, Inc., 700 F. Supp. 3d 1076, 1082 (M.D. Fla. 2023). There, the

Court rejected two theories: (1) that the NSA incorporated the FAA’s procedural

38 The parties did not identify, and I am unaware of any state courts that have issued decisions on the matter. 25 rules, and (2) that the FAA presumptively applies to the NSA’s IDR process. See

id. at 1082–84. Med-Trans rejects the first theory because the NSA incorporated

only Section 10 of the FAA. Applying the “cardinal canon” that “courts presume

that a legislature says in a statute what it means and means in a statute what it says

there,” the Court concluded that inclusion of one provision of the FAA to the

exclusion of all others meant that the provisions of the FAA permitting a party to

challenge an award do not apply under the NSA. Id. at 1083 (citing Villarreal v.

R.J. Reynolds Tobacco Co., 839 F.3d 958, 969 (11th Cir. 2016)). As for the second

theory, Med-Trans rejected that the FAA “presumptively” applied to NSA IDR

determinations because IDR is not an arbitration. See id. at 1083–84 (noting that the

FAA requires an agreement, i.e., contract, to arbitrate); see also supra § II.A.1.

One year following the Med-Trans decision, the Northern District of Texas

adopted a similar rationale in declining to find an implied private right of action in

the NSA. Guardian Flight LLC v. Health Care Serv. Corp., 735 F. Supp. 3d 742

(N.D. Tex. 2024), aff’d, 140 F.4th 271 (5th Cir. 2025). Guardian Flight LLC relied

on Sandoval’s logic in noting that the NSA lacks language “establishing that

Congress intended to create a remedy for out-of-network providers.” Id. at 750

(stating a Sandoval remedy denotes a “procedural cause of action, not the substantive

remedy.”) (emphasis in original) (citing Diagnostic Affiliates of Ne. Houston, LLC

26 v. Aetna, Inc., 654 F. Supp. 3d 595, 610 (S.D. Tex. 2023)). 39 Not only does the NSA

decline to incorporate FAA Section 9, but it also lacks “any fee-shifting provisions

or any other language suggesting that Congress intended to confer a private cause of

action to healthcare providers.” Guardian Flight LLC, 735 F. Supp. 3d at 750.40

In the Fifth Circuit’s affirmance of the District Court decision, the court noted

the heavy burden placed upon plaintiffs to “overcome [the] presumption” that

Congress “did not intend to create any private cause of action.” 140 F.4th at 275

(citing Sigmon v. Southwest Airlines Co., 110 F.3d 1200, 1205 (5th Cir. 1997)). The

Circuit Court disclaimed any distinction between judicial enforcement of an IDR

award and judicial review of such an award. 140 F.4th at 275 (“The term ‘judicial

review’ is broad enough to include a court’s order to enforce an IDR award.”); see

39 Guardian Flight rejected two arguments that the NSA created rights (and impliedly a remedy). The NSA states that IDR determinations “shall be binding,” 42 U.S.C. § 300gg- 111(c)(5)(E)(i)(I), and requires payment within thirty days, id. § 300gg-112(b)(6). “[W]hen read together, [these provisions] do not suggest that Congress intended to create a procedural mechanism for providers to convert IDR awards to final judgments.” Guardian Flight LLC, 735 F. Supp. 3d at 751. 40 Guardian Flight juxtaposes the NSA with Title IX of the Civil Rights Act, which the Supreme Court determined to include an implied private right of action. 735 F. Supp. 3d at 750; see Cannon v. Univ. of Chicago, 441 U.S. 677 (1979). Cannon relied on Title IX’s attorneys’ fee-shifting provisions to infer the existence of a private right of action, thereby holding the statute’s text indicated that Congress’s intent to create a private cause of action. See id. at 699–700. The NSA lacks such language. Moreover, Sandoval’s rigid skepticism departs from the more pliable Cort v. Ash factor-based approach. See Anthony J. Bellia Jr., Justice Scalia, Implied Rights of Action, and Historical Practice, 92 NOTRE DAME L. REV. 2077, 2086–87 (2017). 27 Concrete Pipe & Products of California v. Constructions Laborers Pension Trust

for Southern California, 508 U.S. 602, 611 (1993) (interpreting an ERISA provision

that “provides for judicial review of the arbitrator’s decision by an action in the

district court to enforce, vacate or modify the award.”).

SpecialtyCare relies on two decisions arriving at the opposite conclusion. The

most substantive is Guardian Flight LLC v. Aetna Life Insurance Co., 789 F. Supp.

3d 214 (D. Conn. 2025).41 There, the Court rejected the argument that the NSA’s

failure to incorporate FAA Section 9 proscribes judicial review. Instead, because

IDR determinations are automatically binding and trigger immediate payment

obligations, “there is no reason for the NSA to reference” Section 9. Id. at 227.42

Aetna further reads the NSA’s proscription on judicial review as only barring

vacatur of an IDR determination for reasons not enumerated within FAA Section

10(a). Id. at 227 (“Courts cannot vacate or entertain collateral attacks on these

awards—even those that would fall within the FAA’s narrow scope of review.”).

But, per Aetna, the NSA’s binding language and Timing of Payment provisions do

41 See PAB, 9–15. 42 Even if I were to adopt Aetna’s logic, the law would still compel me to dismiss this case for want of subject matter jurisdiction. Aetna distinguishes arbitrations and the IDR process with great care. See 789 F. Supp. 3d at 227. As explained supra, this Court lacks jurisdiction to enforce a third-party dispute resolution outside the arbitration context. See 10 Del. C. § 5702(a). 28 comprise clear rights-creating language, which in turn reflects “‘congressional intent

to create both a right and a remedy’ for the individuals to whom payment is due.”

Id. at 228 (emphasis in original) (citing Maine Cmty. Health Options v. United

States, 590 U.S. 296, 324 (2020)). Pursuant to this logic, Aetna interprets the NSA

to permit judicial action to enforce the awards (confirming their “binding” nature)

and to proscribe judicial interference with their finality, excepting the FAA Section

10(a) context.

Finally, Aetna contends that failure to permit an implied private right of action

would “render IDR awards meaningless” and create “strange asymmetries.” 789 F.

Supp. 3d at 228. After all, a court could intervene only in cases of fraud or

corruption. Aetna suggests that absent a private right of action, legitimate awards

lack the artillery support of judicial enforcement, but courts can easily intervene to

invalidate them. Even though Aetna acknowledges the ability of agencies to

intervene under the NSA’s text, “[these] statutory provisions . . . do not empower

agencies to enforce individual IDR awards or to hold health plans and insurers

accountable for untimely payments. Id. at 229.

SpecialtyCare also relies on GPS of New Jersey, M.D., PC v. Horizon Blue

Cross & Blue Shield, 2023 WL 5815821 (D.N.J. Sep. 8, 2023). 43 There, the Court

43 See PAB, 10. 29 heard cross motions to vacate and to confirm the IDR determination. Notably, the

GPS Court did not consider whether the IDR process differs from arbitration. See

id. at *10 (“[U]nless the arbitration award is vacated pursuant to [FAA] Section 10

or modified or corrected under Section 11 . . . the award ‘must’ be confirmed.”)

(quoting 9 U.S.C. § 9). After concluding that defendants did not meet the FAA

Section 10(a) standard to vacate the IDR determination, GPS held that the court

“must” confirm the award, relying on the “final and binding” rationale for court

intervention. Id. at *10 (quoting New Jersey Buildings Laborers’ Statewide Benefit

Funds v. Newark Bd. of Education, 2013 WL 5180433, at *3 (D.N.J. 1997)

(“language [in 9 U.S.C. § 9] that indicates the award will be final and binding

implicitly permits Federal court intervention to compel compliance.”)).

Plaintiff cannot both argue that (1) IDR determinations are self-enforcing,

unlike arbitrations, and thus have no need for Section 9’s confirmation provisions

(Aetna), and (2) the Court “must” confirm the determination because it is final and

binding (GPS). See T.V. Seshan M.D., P.C. v. Blue Cross Blue Shield Assoc., 2025

WL 3496382 (rejecting a comparable argument where the plaintiff relied on both

GPS and Aetna); see also Med-Trans Corp., 700 F. Supp. 3d at 1084 (stating that

GPS “had no need to grapple with the broader applicability of the FAA to the NSA”

because the parties assumed Section 9’s applicability).

30 Not only is Plaintiff’s position contradictory, but even taken in the alternative,

the NSA’s text vitiates neither argument. Under a line of precedent stretching from

Cannon to Sandoval, “An implied right of action is incongruous with such a detailed

statutory scheme, in which judicial review is limited to specific instances.” FHMC

LLC v. Blue Cross and Blue Shield of Arizona Inc., 2024 WL 1461989, at *3 (D.

Ariz. Apr. 4, 2024). An alternate enforcement scheme exists under the NSA and

federal agencies appear prepared to act under the statute. See, e.g., Ellen Montz,

Department of Health & Human Services: Centers for Medicare & Medicaid

Services (Feb. 23, 2022), https://www.cms.gov/files/document/caa-enforcement-

letters-arizona.pdf (“CMS will enforce the outcome of the federal independent

dispute resolution process for such cases in Arizona.”). As in Sandoval, the statute

contains a regulatory enforcement mechanism, which means that Congress

considered how to redress violations of the text’s requirement. Furthermore, the

NSA incorporates a remedy (FAA Section 10) to the exclusion of others.

SpecialtyCare’s argument that failure to recognize an implied private right of action

would result in the NSA’s unenforceability fails for one simple reason: Congress

included remedial provisions. SpecialtyCare’s dissatisfaction with the statutory

scheme cannot compel the Court to craft an additional remedy by judicial fiat.

Accordingly, I must dismiss Counts I and II.

31 B. SpecialtyCare’s causes of action in the alternative to the NSA fail to state a claim.

Pleading in the alternative to its NSA claims, SpecialtyCare brings a bundle

of legal and equitable claims: Account Stated (Count III), Quantum Meruit (Count

IV), and Unjust Enrichment (Count V). Having rejected the NSA claims, I must

now turn to Counts III–V to determine whether SpecialtyCare’s pleading overcomes

MedCost’s 12(b)(6) challenge. It does not and Counts III–V are dismissed.

1. Delaware disfavors Accounts Stated Claims and no such account exists between the parties. Count III is dismissed. To establish a claim for account stated, a plaintiff must allege and prove three

essential elements: (1) an account existed between the parties; (2) the defendant

stated or admitted to owing a specific sum on account to the plaintiff; and (3) the

defendant made this admission after the original account or debt was created.

Sparebank 1 SR-Bank ASA v. Wilhelm Maass GMBH, 2019 WL 6033950, at *6 (Del.

Super. Nov. 5, 2019). When a party brings a claim for account stated, it can only

recover by showing both the account and an unqualified assent of defendant to its

correctness. Shea v. Kerr, 40 A. 241 (Del. Super. 1898); see Sparebank, 2019 WL

6033950, at *7 (“[The] complaint must provide facts that the defendant stated or

admitted to owing a specific sum on the account to the plaintiff.”) (internal citations

omitted). Account stated is a legal theory where one party’s “stating” of the account

comprises consideration for the promise to pay, thereby creating a new contract

32 “chang[ing] the character of the original debt.” Baliezewski v. Putzcus, 132 A.217,

218 (Del. Super. 1926) (citing Chambers v. Fennemore’s Adm’r, 4 Del. 368, 371

(Del. Super. 1846)).

SpecialtyCare’s pleading for account stated does not state a claim. Notably,

the pleading fails to plausibly allege that MedCost admitted to owing any debt to

SpecialtyCare. SpecialtyCare infers such an account by the fact that it “rendered

OON services and items” to MedCost’s members and that MedCost was “obligated

to provide coverage for” SpecialtyCare’s services. 44 SpecialtyCare further avers that

MedCost’s “knowledge, acceptance, and retention” of such benefits conferred

comprises acknowledgment of a debt owed. 45 Finally, SpecialtyCare references the

NSA procedure of (1) submitting claims to MedCost and (2) entering into the IDR

determination, which ultimately comprises the account.

The pleaded facts and context of the NSA contradict SpecialtyCare’s theories.

First, even if MedCost accepted and received a benefit from SpecialtyCare’s

services, such allegations do not adequately plead the existence of an account. Our

law contemplates an express agreement “subsequent to the creation of the debt”

stating that the debtor owes a certain sum. See Chrysler Corp. v. Airtemp Corp., 426

44 Compl., ¶¶ 42, 44. 45 Id., ¶¶ 48, 50. 33 A.2d 845, 849 (Del. Super. 1980). In addition to a subsequent agreement,

SpecialtyCare must “provide facts that the defendant stated or admitted to owing a

specific sum on the account to the plaintiff.” Citibank (South Dakota) N.A. v.

Santiago, 2012 WL 592873, at *2 (Del. C.P. Feb. 23, 2012). The pleadings lack any

allegation of the existence of a subsequent agreement or MedCost’s admission of a

debt owed.

Second, the NSA context specifically rebuts the possibility of an account

stated claim. The NSA redressed problems arising from OON claims. Because this

dispute arises from the previous IDR determination, SpecialtyCare does not operate

within MedCost’s preferred provider network and that no account existed between

the parties.46

Because SpecialtyCare has failed to reasonably plead the elements of an

account stated claim, Count III is dismissed.

46 See Compl. ¶ 8; DOB, at 13. The NSA operates in the context where no contractual relationship existed between the insurer and medical provider. It is difficult to conceive how the NSA could apply in a context that gives rise to an account stated claim. While MedCost argues that it was never involved in the IDR proceedings, its support from this claim lies beyond the complaint and incorporated exhibits and thus cannot be considered at the Motion to Dismiss stage. See DOB, 13. That said, I decline to hold that participation in an IDR proceeding constitutes adequate pleading of “agreement” or “acknowledgement” of a debt sufficient for an account stated claim. 34 2. Because MedCost as an insurer received no benefit from SpecialtyCare’s’s services, the claims for quantum meruit and unjust enrichment are dismissed.

Both of SpecialtyCare’s equitable claims, quantum meruit and unjust

enrichment, require one party to confer a benefit to another. A party may recover

under a theory of quantum meruit where (1) “the party performed the services with

the expectation that the recipient would pay for them”; and (2) “the recipient should

have known that the party expected to be paid.” Endowment Rsch. Gp., LLC v.

Wildcat Venture P’rs, LLC, 2021 WL 841049, at *13 (Del. Ch. Mar. 5, 2021). A

claim lies for unjust enrichment where the claimant pleads “(1) an enrichment, (2)

an impoverishment, (3) a relation between the enrichment and impoverishment, (4)

the absence of justification, and (5) the absence of a remedy provided by law.” Id.

(citing Nemec v. Shrader, 991 A.3d 1120, 1130 (Del. 2010)). 47

The parties’ briefs focus on whether “providing services to an insured . . .

benefit[s] the insurer in a way that sustains a quasi-contract claim.” 48 MedCost relies

47 While the briefing refers to the two causes of action as quasi-contract claims, they are distinct. Quantum meruit is “a principle of restitution arising from a cause of action in quasi-contract,” whereas unjust enrichment is a cause of action “usually but not always equitable, based on an unjustified enrichment of one party and resulting impoverishment of another party, in the absence of a remedy at law.” Hynansky v. 1492 Hosp. Gp., 2007 WL 2319191, at *2 (Del. Super. Aug. 15, 2007) (citing Jackson Nat’l Life Ins. Co. v. Kennedy, 741 A.2d 377, 393 (Del. Ch. 1999)). 48 DOB, 15. MedCost also argued that SpecialtyCare provided services to MBS, not MedCost. Such argument relies on facts beyond the pleadings, and I decline to entertain this line of argument at the Motion to Dismiss stage. See PAB, 20. 35 on a series of cases holding that an insurer does not receive a benefit where services

are “rendered to an insured, because those services aren’t directed to or for the

benefit of the insurer.” Angelina Emergency Med. Assocs. PA v. Health Care Servs.

Corp., 506 F. Supp. 3d 425, 532 (N.D. Tex. 2020); see, e.g., Plastic Surgery Ctr.,

P.A. v. Cigna Health & Life Ins. Co., 2019 WL 1916205, at *8 (D.N.J. Apr. 30,

2019) (“District courts have consistently dismissed unjust enrichment claims under

substantially similar circumstances, reasoning that, if anything, the benefit is derived

solely by the insured party.”) (emphasis added).

In response, SpecialtyCare cites a recent line of cases holding that an unjust

enrichment claim may lie against an insurer because “the benefit conferred . . . is not

the provision of the healthcare service per se, but rather the discharge of the

obligation.” Plastic Surgery Ctr., P.A. v. Aetna Life Ins. Co., 967 F.3d 218, 240 (3d

Cir. 2020); see MedWell, LLC v. Cigna Corp., 2021 WL 2010582, at *4–5 (D.N.J.

May 19 2021) (applying Plastic Surgery).

Neither party briefed Delaware law on whether an insurer receives a benefit

when the insured is provided health care services, likely because no Delaware case

is squarely on point. Thus, I am forced to look at authority outside of Delaware to

consider its persuasiveness. I first note that Plastic Surgery’s permissiveness in

permitting quasi-contract claims against insurers in this context appears to be the

minority rule. See, e.g., Abira Med. Lab’ys LLC v. Blue Cross Blue Shield of Ariz.

36 Inc., 2025 WL 1000739, at *9 (D. Ariz. Apr. 3, 2025) (collecting cases declining to

recognize a benefit conferred to an insurer because of a discharged obligation to pay

medical expenses). Moreover, Plastic Surgery, (1) applied New Jersey Law, (2)

involved especial duties imposed on the insured, and (3) reckoned with ERISA

preemption. I decline to depart from the majority rule to hold that payment of an

insured’s medical expenses confers a benefit on an insurer, especially where a

comprehensive federal statutory program creates a procedure with prescribed

remedies in this specific context.

Because SpecialtyCare failed to plead that MedCost received an “enrichment”

by virtue of insured parties receiving out of network medical coverage (unjust

enrichment) or that MedCost should have known that SpecialtyCare would bear the

costs of these services (quantum meruit), Counts IV and V are dismissed. Given the

novel, undeveloped legal theories at issue here, however, I dismiss these counts

without prejudice.49

III. CONCLUSION

Counts I and II are DISMISSED with prejudice because this Court lacks

subject matter jurisdiction and, in the alternative, SpecialtyCare has failed to state a

claim for this Court’s confirmation or enforcement of IDR proceedings. Count III

49 Plaintiff may well wish to bring these claims with targeted pleading and more developed briefing sufficient to advance an issue of first impression in Delaware. 37 is DISMISSED with prejudice because SpecialtyCare failed to state a claim for

account stated. Counts IV and V are DISMISSED without prejudice. This is my

final report, and exceptions may be filed under Court of Chancery Rule 144.