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March 18, 2026 Get Citation Alerts Download PDF Add Note

The Plastic Surgery Center, Pa v. Unitedhealthcare Insurance Company

New Jersey Superior Court Appellate Division

• Citations: None known
• Docket Number: A-2039-24

• Precedential Status: Non-Precedential

• Opinion

• Authorities (10)

• Cited By (0)

• Summaries (0)

• Similar Cases (33.4K)

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Combined Opinion

NOT FOR PUBLICATION WITHOUT THE
APPROVAL OF THE APPELLATE DIVISION
This opinion shall not "constitute precedent or be binding upon any court ." Although it is posted on the
internet, this opinion is binding only on the parties in the case and its use in other cases is limited . R. 1:36-3.

SUPERIOR COURT OF NEW JERSEY
APPELLATE DIVISION
DOCKET NO. A-2039-24

THE PLASTIC SURGERY
CENTER, PA,

Plaintiff-Appellant,

v.

UNITEDHEALTHCARE
INSURANCE COMPANY
and MEDICAL AUDIT &
REVIEW SOLUTIONS, INC.,

Defendants-Respondents.

---

Submitted March 9, 2026 – Decided March 18, 2026

Before Judges Sabatino and Bergman.

On appeal from the Superior Court of New Jersey, Law
Division, Monmouth County, Docket No. L-3127-24.

Maggs, McDermott & DiCicco, LLC, attorneys for
appellant (Michael M. DiCicco, of counsel and on the
brief; Juan C. Cervantes, on the briefs).

Matthew P. Mazzola (Robinson & Cole, LLP) and
Raymond J. Carta (Robinson & Cole, LLP), attorneys
for respondent UnitedHealthcare Insurance Company
(Matthew P. Mazzola, of counsel and on the brief;
Raymond J. Carta, on the brief).

Erin M. Turner (Phelps Dunbar LLP), Errol King
(Phelps Dunbar LLP) of the Louisiana bar, admitted pro
hac vice, and Taylor J. Crousillac (Phelps Dunbar LLP)
of the Louisiana bar, admitted pro hac vice, attorneys
for respondent Medical Audit & Review Solutions, Inc.
(Erin M. Turner, Errol King, and Taylor J. Crousillac,
on the brief).

PER CURIAM

This matter stems from a document that a third party sent electronically

to a medical provider at the behest of a health insurer, in an attempt to settle a

dispute over payment on a surgical bill.

The provider contended the document was an offer to enter into a binding

settlement agreement at a specified amount, and that it validly accepted that

offer. In response, the insurer and the third party argued the document was

merely an invitation to the provider to reduce its monetary demand, and that the

insurer never accepted the revised demand and thus, no binding agreement was

formed. The insurer instead paid a much lower sum to the provider, which the

provider deemed insufficient and contrary to its understanding of the third

party's communication.

The provider sued the insurer and the third party, arguing theories of

breach of contract, promissory estoppel, and negligent misrepresentation.

A-2039-24
2
Defendants moved to dismiss the complaint. The trial court granted the

dismissal motion, although it expressed misgivings about the electronic

communication.

For the reasons that follow, we affirm.

We summarize the pertinent background concisely. Plaintiff, the Plastic

Surgery Center, PA ("PSC"), an out-of-network provider, performed

reconstructive surgery in November 2020 on a patient ("B.S."1) insured through

an ERISA2 plan of her employer administered by defendant UnitedHealthcare

("United"). PSC apparently did not obtain any form of pre-approval of coverage

before proceeding with the surgery, presumably because of its out-of-network

status.

After the surgery, PSC billed United $107,735. United did not directly

communicate with PSC but instead engaged a third party, codefendant Medical

Audit & Review Solutions, Inc. ("MARS"), a cost-management and negotiation

vendor, to contact PSC and attempt to negotiate payment.

1
We use initials, as did the briefs and the record, to protect the patient's privacy.
R. 1:38-3(a)(2).
2
The Employment Retirement Income Security Act, 29 U.S.C. §§ 1001-1461.
A-2039-24
3
On or about December 4, 20203, MARS, through a portal, electronically

sent PSC a one-page form document (the "portal document")4.

Among other things, the portal document prescribed that if PSC agreed to

accept the proposed reduced sum of $54,000 as payment and United paid that

sum within ten business days, PSC would promise not to "balance bill" the

patient or pursue the remainder unless the services were not covered under the

ERISA plan. However, as the trial court noted and we will discuss more in

depth, the portal document also explicitly stated it was "not a guarantee of

payment" and contained disclaimers of liability by both United and MARS.

In particular, in the heading of the portal document, $107,375.00 was

denoted as the "billed charges," while $54,000 was identified as the "agreed

amount." United was identified as the "payor." The term "payment terms" was

followed by this language: "[PSC] agrees to accept the above, provided that

payment is released within 10 business days from date of receipt of faxed/digital

3
The time and date of the transmission is not documented in the record.
4
The document bears a heading "Single Case Agreement." The parties dispute
the nature of the document; PSC characterizes it as an offer that invited its
acceptance to form a binding settlement agreement, whereas defendants
essentially characterize it as merely an in invitation for the recipient, PSC, to
present a settlement proposal at a specified reduced sum. For purposes of this
opinion, we use the more neutral term "portal document."
A-2039-24
4
signature."

The body of the portal document further specified as follows:

By signing below, Plastic Surgery Center ("Provider")
agrees to: (i) accept the Agreed Amount (less
deductible, co-insurance, co -payment or other patient
responsibility or non-covered services as defined by the
plan) as payment in full for claims/bills from plans
serviced by MultiPlan that are submitted by
Payor/Client and determined to be eligible for the
services rendered to the Patient on the dates listed
above; (ii) not to balance bill the Patient for the
difference between the Amount of the Claim/Bill and
the Agreed Amount; and (iii) reduce the liability of the
Patient and Payor/Client.

By signing below, the Provider agrees and
acknowledges that: (i) MARS and MultiPlan are not
payors and are not financially responsible for any
payments due to the Provider; (ii) the payment of
benefits, if any, is subject to the terms and conditions
of the Patient's plan; and (iii) this agreement does not
constitute, nor should it be construed as a guarantee of
benefit payment by the Payor/Client. Provider retains
the right to bill the Patient (or financially responsible
party) for items not covered under the Patient's benefit

[(Emphasis added).]

PSC contends, despite the various disclaimers, it nonetheless perceived

the portal document to be an offer from United to enter into a binding settlement

agreement. An agent for PSC digitally signed the document on December 4,

2020, at 9:21:14 A.M. The portal document was, seemingly, the only

A-2039-24
5
communication made regarding the claim between the defendants and PSC

before PSC responded to it, as the record does not reflect any additional

telephone calls, text messages, or emails between PSC and either defendant

during that time.

Thereafter, United ultimately only paid PSC $2,425.86 for the procedure.

After being contacted by PSC, United declined to pay the remainder of the

supposedly agreed-upon amount of $54,000, i.e., $51,574.14.

In the wake of these events, PSC filed a complaint in the Law Division

against defendants. The complaint alleged breach of contract by United, along

with alternative theories of promissory estoppel and negligent misrepresentation

by both United and MARS.

Fundamentally, PSC claimed that it had entered into an enforceable

settlement agreement with United. PSC further contended it had relied on the

portal document to its detriment by reducing the amount of its original claim

and forfeiting the right to balance-bill the patient. PSC also claimed that

defendants' representations about payment were false and without a reasonable

basis for defendants to regard them as true.

United and MARS both moved to dismiss the complaint for failure to state

a claim pursuant to Rule 4:6-2(e). They principally invoked the various

A-2039-24
6
disclaimers within the portal document we have quoted above. As a separate

argument, United also contended that PSC's lawsuit was preempted under

federal law by ERISA.

At oral argument on the motion, United reiterated its position that the

portal document was not an offer by United to enter into a binding agreement

but instead, clearly an invitation to PSC to reduce its proposal for payment.

MARS, meanwhile, asserted that while it was acting as a "vendor" for United, it

was not authorized to enter into any settlement agreements on its behalf and

never represented otherwise. MARS characterized its role in the transaction as

identifying a lower, more "reasonable" cost for the surgery, finding out if PSC

would agree to that payment figure, and then informing United whether PSC

would agree to accept the lower amount as full payment for the claim.

During its colloquy with counsel, the motion court expressed skepticism

as to why PSC would "cut their demand by fifty percent in exchange for

nothing." When the court asked whether United's failure to pay the proposed

amount meant that PSC could now balance-bill B.S., counsel for PSC expressed

uncertainty.

Despite these concerns, the court granted dismissal of the complaint in its

entirety. Among other things, the court concluded in its oral decision that PSC's

A-2039-24
7
signing of the portal document did not result in a contract because: (1) the

document never stipulated that United agreed to do anything; and (2) MARS

was explicitly identified as not being responsible for any payments. The court

also rejected PSC's claims of promissory estoppel and misrepresentation. The

court did not reach United's ERISA preemption argument.

This appeal followed. We review the matter de novo, because the

construction of a contract is a question of law and thus is subject to de novo

review. Kieffer v. Best Buy, 205 N.J. 213, 222-23 (2011). The scope of that

legal review includes deciding whether contract provisions are clear and

unambiguous. See Nester v. O'Donnell, 301 N.J. Super. 198, 210 (App. Div.

1997). Also, when reviewing, de novo, a Rule 4:6-2(e) dismissal for failure to

state a claim, appellate courts "assume all allegations in the pleadings are true

and afford the pleader all reasonable inferences." Sparroween, LLC v. Twp. of

W. Caldwell. 452 N.J. Super. 329, 339 (App. Div. 2017).

Having applied the applicable legal principles to the record, we affirm the

trial court's dismissal, substantially for the sound reasons noted by the motion

judge. We add only a few comments.

It is well settled that "[a] contract arises from offer and acceptance, and

must be sufficiently definite 'that the performance to be rendered by each party

A-2039-24
8
can be ascertained with reasonable certainty.'" Weichert Co. Realtors v. Ryan,

128 N.J. 427, 435 (1992) (quoting W. Caldwell v. Caldwell, 26 N.J. 9, 24-25

(1958)). To be enforceable, a contract must "agree on essential terms and

manifest an intention to be bound by those terms." Ibid.

Here, the trial court correctly found there was no clearly expressed

intention by either United or MARS to be bound by a $54,000 amount to settle

this billing dispute. Despite the use of the term "agreed amount" in the heading

of the portal document, the terms that followed beneath the heading made it very

clear that neither United nor MARS was bound to accept an offer by PSC to

settle the matter at that figure.

Considering the terms of the portal document in their totality, the

communication, at most, was an invitation to PSC to reduce its demand

unilaterally. It is generally unreasonable for an "offeree" to presume that an

offer is being made if it is "reasonably apparent that some further act of the

offeror is necessary" before a contract is created. Creek Ranch, Inc. v. N.J. Tpk.

Auth., 75 N.J. 421, 428 (1975) (quoting Corbin, Contracts § 11 at 25 (1962))

(emphasis added). "A manifestation of willingness to enter into a bargain is not

an offer if the person to whom it is addressed knows or has reason to know that

the person making it does not intend to conclude a bargain until he has made a

A-2039-24
9
further manifestation of assent." Restatement (Second) of Contracts § 26

(1981).

There was no need for consideration in exchange for the request that PSC

lower its original demand. PSC could have withdrawn the initial, higher offer

or revised it at any time before an acceptance by United. See Restatement

(Second) of Contracts, § 36(1)(c) (listing "revocation" as a way to terminate the

power of acceptance).

We also concur with the dismissal of PSC's promissory estoppel and

misrepresentation claims. A theory of promissory estoppel fails here because,

given the disclaimers within the portal document, there was no "clear and

definite promise" upon which PSC could have "reasonably relied." Toll Bros.,

Inc. v. Bd. of Chosen Freeholders of Burlington Cnty., 194 N.J. 223, 253 (2008)

(noting, among others, these essential elements of promissory estoppel) (citing

Lobiondo v. O'Callaghan, 357 N.J. Super. 488, 499 (App. Div. 2003)).

Negligent misrepresentation likewise is unavailing because it requires, among

other things, that the plaintiff had "justifiably relied on" the alleged false

statement. Kaufman v. i-Stat Corp., 165 N.J. 94, 109 (2000) (quoting H.

A-2039-24
10
Rosenblum, Inc. v. Adler, 93 N.J. 324, 334 (1983)) (alterations in original).

Again, no such justifiable reliance is present here. 5

Because we are affirming the complaint's dismissal, we need not reach

United's ERISA argument other than to note by observation the Third Circuit

case law disfavoring an expansive preemptive construction of the statute to

billing disputes between providers and insurers. Plastic Surgery Center, P.A. v.

Aetna Life Ins. Co., 967 F.3d 218, 230-31 (3d Cir. 2020). The patient's

employer's ERISA plan is not germane to the common-law contract and

settlement issues before us.

Affirmed.

5
That said, nothing in this opinion precludes anyone from calling to the
attention of regulatory authorities the practices involved in this matter. We do
not express any views about the need or propriety of such a possible regulatory
review or response.
A-2039-24
11