SpecialtyCare v. Cigna Healthcare - Motion to Dismiss Recommendation

IN THE UNITED STAT ES DISTRICT COUR T FOR THE DISTRICT OF DELAWARE SPECIALTYCARE, INC., REMOTE NEUROMONITOR ING PHYSICIANS, P C, and SENTIENT PHYS ICIANS, PC, Plaintiff s, v. CIGNA HEALTHC ARE, INC., Defend ant.))))))))))) C.A. No. 24-1378-R GA REPORT AND RECO MMENDATION Presently before the Court is the motion of Defendant C IGN A Healt hcare, Inc. (“ Defendant” o r “ Cigna”) to dismiss all counts of the Complaint. (D.I. 15). For the reasons set forth below, the Court recommends that Cigna’s motion be GRANTED. I. BACKGROUND T he No Su rprises A ct is a fed eral law designed to prot ect individuals from the cost of healthcar e servic es rendered by unexpected out-of- network providers. See 42 U.S.C. § 300gg -111 et seq. In particul ar, where an individual patient unknowingly receives care from an out - of - network provider in cer tain emergency or non - emergen cy situat ions, the No Surprises Act prohibits that provider from billing t he patient the differen ce bet ween the in - network coverage amount and the provider’s out -of- network ch arges. 1 Id. §§ 300gg -111(a) & 300gg -111(b). The patient is not required to pay the excess charges, and the provider must instead seek f urther payment from the patient’s health insurance company. Id. §§ 300gg - 111 (a) & 300gg -111(b). Under the No Surprises Act, the out -of- network provider can dispute the amounts paid by the 1 This p ractice is r eferred t o as “balan ce bill ing.”

2 insurer through an independent dispute resolution (“IDR”) process, whereby the parties submit their propos als for the proper payment amount to a ne utral entity. Id. § 300gg -111(c). From the proposals, t he neutral entit y selects the amount that the out -of- ne twork provider is to be pai d. Id. § 300gg -111(c)(5). The IDR determinatio n is final and binding, and payment of the amount therein must be made within thirty da ys. Id. §§ 300gg- 11 1(c)(5)(E) (i)(I) & 300gg-111(c)(6). This case arises from Cigna’s all eged fail ure to pay ce rtain amounts due unde r IDR deter minations rendered under the No Surprises Act. Plaintiffs SpecialtyCare, Inc., Remote Neuromonitoring Physicians, PC and Sentient Phys icians, P C (collect ively, “P lainti ffs” or “S pecialt yCare”) are he althcar e providers operating in the Unite d States. (D.I. 1 ¶ 3). According to the Complaint, Specialty Care provided out -of- network services to Cigna membe rs or p atients w ho rec eive th eir health insurance from self -funded plans under the Employee Retirement I ncome Security Act (“ERISA”) for whom Cigna provides administra tive servic es (collectively, “Cigna members or insureds”). (Id. ¶¶ 3, 13). Special tyCare billed Cigna directly for th e out-of-network he althcare services provided to Cigna members and insureds, but Cigna either failed to pay or paid les s than the f ull billed amo unt. (Id. ¶¶ 13, 14 & 16; see also D.I. 1, Ex. A). Pursuant to the No Surprises Act, t he pa rties pro ceeded t o negot iate p ayment. (D.I. 1 ¶ 16). After the p arties failed to reac h an agreement within the statutory negotiation period, SpecialtyCare initiated IDR proceedings. (Id.). According to the Complaint, S pecialty Care obtai ned 789 IDR determin ations in its favor, amounting to a combined $1,360,403 in unpaid fees. (D.I. 1, Ex. A). Despite th e statutory manda te that the IDR determinations “ shall be binding” and that payment “shall be made” to the h ealthcare provider within thirty days, C igna “consistently f ailed to make timely payment.” (D.I. 1 ¶ 23). Specia ltyCare “ diligently follow ed - up with Cigna through

3 multiple avenues,” but Cigna has not paid the amounts due unde r the IDR decisions. (Id. ¶¶ 24-27). On Decem ber 16, 2024, Sp ecialtyC are filed this case against Cigna, asserting claims for confirmation of arbitration awards, non- payment of arbitration awards, improper denial of benefits, open acc ount, bad faith and unjust enrichment. (D.I. 1). On March 24, 2025, Cigna filed the present motion to dismiss under Fede ral Rule of Civil Procedure 12(b)(6), arguing tha t the claims for confirmation of arbitration award unde r the Fed eral Arbi tration Act (“FAA ”) (Count I), non- payment of IDR determination s in violation of the No Surpr ises Act (Count II) an d implied right of action under the No Surprises Act (Coun t III) shoul d be dismissed because there is no private right of action under the statute. (See D.I. 15 & 16). Cigna also seeks dismissal of Special tyCare’s ER ISA claim (Count IV) and the state - law open accoun t (Count V), bad faith (Count VI) and unjust enrichment (Count VII) claims. Brief ing was co mplete o n May 5, 2025. (D.I. 18 & 19). II. L EGAL S TANDARD In ruling on a motion to dismiss under Rule 12(b) (6), the Court must accept all well - pleaded factua l allegations in the co mplaint as true and view the m in the light most favorable to the plaintiff. See Mayer v. Belich ick, 605 F.3d 223, 229 (3d Cir. 2010); see also Phillips v. Cnty. of Allegheny, 515 F.3d 224, 232-33 (3d Cir. 2008). The Court is not, however, required to a ccept as true bald assertions, unsupported conclusions or unwarranted inf erences. See Maso n v. D elaware (J.P. Court), C.A. No. 15 -1191- LPS, 2018 WL 4404067, at *3 (D. D el. Sept. 17, 2018); see also Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 (3d Cir. 19 97). Dismissal under Rule 12(b)(6) is only appropriate if a complai nt does not contain “sufficient factual matter, accepted as true, to ‘state a clai m to reli ef that is pl ausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)); see also

4 Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir. 2009). This plausibility s tandard obligates a plaintiff to provide “more than l abels and conclusions, and a formul aic recitation of the elements of a cause o f action. ” Twombly, 550 U.S. at 555. I nstead, the pleadings must provide sufficient factual al legati ons to al low the C ourt to “d raw the reasonabl e infer ence that the defend ant is liable for the misconduct alleged.” Iqbal, 5 5 6 U.S. at 678. “ The issue is not w hether a plaintiff will ultimately pr evail but wh ether the claima nt is entitle d to offe r evidenc e to support th e claims. ” In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1420 (3d Cir. 1997) (cleaned up). III. D ISCUSSIO N Cigna seeks to dismiss t he claim s of confirmation of arbitration awa rd under the FAA (Count I), non - payment of IDR determination in violation of the No Surp rises A ct (Count II) and the i mplied right of action under the No Surp rises A ct (Coun t III) on th e ba sis that there is no private right of action under the st atute. (D.I. 16 at 3 -12; D. I. 19 at 1 -5). Cigna also seeks dismissal of the ERISA claim (Count IV) for la ck of standing and failure to state a claim, as well as dismissal of the sta te - law c laims (Counts V, VI and VII) as preem pted by ERISA and for failure to st ate a claim. (D. I. 16 at 12 -20; D. I. 19 at 5 - 10). The C ourt begins with the claims under the FAA and No Surprises Act. A. Count I (Petitio n to Co nfirm A rbitratio n Awards U nder Secti on 9 of FAA) In Count I, SpecialtyCare seeks to invoke Se ction 9 of the FAA to confirm various IDR determin ations made under the No Surprises Act. (D. I. 1 ¶¶ 33-37). Cigna argues that Count I should be dismissed because the No Surprises Act does not permi t federal courts to confirm IDR determin ations under Section 9 of the FAA. (See D. I. 16 at 3-7; D. I. 1 9 at 1- 4). Relying upon two district court decisions, Speci altyCare insists that th e No Surprises Act do es, i n fact, permit federal courts to confirm I DR determinations under this section of the FAA. (D. I. 18 at 4- 8 (citing G PS

5 of New Jersey M.D., P. C. v. Horizon Blue Cross & Bl ue Shield, No. CV 22 - 6614 (KM) (JBC), 2023 WL 5815821 (D.N.J. Sept. 8, 2023) and Cheminova A/S v. Griffin L. L.C., 182 F. Supp. 2d 68 (D.D.C. 2002)). The Court agrees with Cigna. Two provisions of the F AA are relevant to judicial a ction on ar bitral awa rds. Fir st, Sectio n 9 of the FAA “empowers courts to confirm or enforce arbitration awards.” Guardian Flight, LLC v. Health Care Serv. Corp., 140 F.4th 271, 276 (5th Cir. 2025); see also 9 U.S.C. § 9. Secon d, Section 10 of the F AA “all ows a cour t to vacate an arbitral award ” in limi ted inst ances, such as where the award was procured by corruption, fraud or undue means. AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 350 (2011); 9 U.S.C. § 10; see als o 9 U.S.C. § 11 (providing grounds to modify or correct arbitration awards). Neither side her e seeks v acatu r of the r elevant IDR determin ations under Section 10. Instead, Speci altyCare seeks a court order enforcing the I DR determin ations pursuant to S ection 9, and the question is whether the No Sup rises Act permits such relief under Section 9 of the FAA. The No S urprises Ac t pr ovides that IDR determinations “shall not be subject to judicial review, except in a case desc ribed in any of paragraphs (1) through (4) of se ction 10(a) of Title 9. ” 42 U.S.C. § 300gg-111 (c)(5)(E). In other words, the No Surprises Act expressly prohibits judicial review o f IDR d etermina tions ex cept wher e vacat ur is sought pursuant to Section 10 of the FAA. In the Court’s view, Congress’s decision to incorporate only Section 10 of the FAA into the No Surpri ses Act “indi cates th at Congres s deli berately left out” Section 9. S ee Sperling v. Hoffmann - La Roche, Inc., 24 F.3d 4 63, 470 (3d Cir. 1994). Addressing this pre cise issue last year, the Fif th Circuit noted the same thing – the inclusion of S ection 10 but omission of Section 9 in the No Surprises Act was a meaningful difference intended to have consequence. See Guardian Flight, 140 F.4th at 276 (“ Section 9 of the FAA empowe rs courts to confirm or enforc e arbitration awards,

6 but Congress chose not to incorporate § 9 into the NSA. I t incorporated only parts of § 10. By contrast, in other statutes, Congre ss has incorporated § 9 to create a private right of action. See 5 U.S.C. § 580(c). So, Congress knew how to create a private right of action in the [No Surpri ses Act] – and has done so e lsewhere – but declined to do so. ” (cleaned up)). The No S urprises Act does not contemplate enforcement of IDR determinations through Section 9 of the FAA. Special tyCare argues th at confirmation of IDR determina tions constitutes “judicial enforcement” as opposed to prohibited “judicial review” under the No Surp rises Act. (See D.I. 18 at 4 -5). That is a “distinc tion without d iffere nce.” Guardian Flight, 140 F.4th at 275 (rejecting identical argument because “[t]he term ‘judicial revi ew’ is broad enough to include a court’s order to enfor ce an IDR awar d”). And Spe cialtyC are’s reli ance o n GPS ignores the actual basis for jurisdiction in that case. (D.I. 18 at 5 - 6). A lthough the GPS court did enforce th e IDR determin ation, the court “only h ad jurisdiction to confirm the award b ecause the [plaintif f] attemp ted to vacat e” the IDR det erminat ion under Sect ion 10 of the FAA, thereby permitting “judici al revie w” under t he No Surprises Act. M od. Orthopaedics of NJ v. Premera Blue Cross, No. 2:25 - CV - 01087 (BRM) (JSA), 2025 WL 3063648, at * 13 (D.N.J. Nov. 3, 2025) (distinguishing GPS); see also SpecialtyCare Inc. v. Meritain Health, Inc., C.A. No. 25 -198- MN, 2026 WL 353259, at *4 (D. Del. Feb. 9, 2026) (sa me); T.V. Seshan M.D., P.C. v. Blue Cross Blue Shield Ass ’n, No. 25 - CV - 1255 (CS), 2025 WL 3496382, at *6 (S.D.N.Y. Dec. 5, 2025) (same); Drs. Ellis, Rojas, Ross & Debs, Inc. v. UMR, Inc., No. 24- CV -20428, 2025 WL 742761, a t *3 n.2 (S.D. Fla. Mar. 9, 2025) (same); Med - Trans Corp. v. Cap. Health Plan, Inc., 700 F. Supp. 3d 1076,

7 1083-084 (M.D. Fla. 2023) (same). Here, neither si de seeks va catur of the IDR determinations pursuant to Section 10 of the FAA and, as such, GPS is inapplic able. 2 Ultimately, t he Court agr ees with the m any other district courts that have concluded IDR determinations under the No Surprises Act cannot be enforced pursuant to Section 9 of the FAA. 3 The Court therefore r ecomm ends that Count I be dismissed. 2 Similarly, S pecialtyC are’s reliance on Cheminova is unavailing because that case involved a differ ent statu te (Federa l Insecticid e Fungici de and R odentici de Act), and the court never analyzed whether Section 9 of the FAA could b e used to enforce the arbitration awards contemplated by the statute. Cheminova, 182 F. S upp. 2d at 73 - 77. Instead, the court applied a lready existing arbitra tion law without specifically addressing the applicability of certain provisions of the FA A. See i d.; see als o W orldwide Aircraft Servs., Inc. v. United Healthcare, No. 8:24 - CV -2527- TPB - LSG, 2025 WL 3312169, at *2 (M.D. Fla. Nov. 28, 2025) (distinguishing Chemino va); Med -Trans C orp., 700 F. Supp. 3d at 1084 (same). 3 SpecialtyCare Inc. v. Aetna, Inc., No. 1:25 - CV - 224, 2025 WL 3719227, at *2 - 3 (M.D. Pa. Dec. 23, 2025); N. Jersey Neurosurgical Assocs. PA. v. Horizon Blue Cross Blue Shield of N.J., No. 25 - 12593 (SDW) (MAH), 2025 U.S. Dist. LEXIS 261572, at *1 - 2 (D.N.J. Dec. 18, 2025); Neuromon Pros. LLC v. Aetna Life Ins. Co., No. 25 - 1701 (SDW) (JSA), 2025 U.S. Dist. LEXIS 261584 (D.N.J. Dec. 18, 2025); Savalia v. Blue Shield of Cal. Li fe & Health Ins. Co., No. 8:25 - cv - 02031, 2025 U.S. Dist. LEXIS 261150, at *16 (C.D. Cal. Dec. 16, 2025); Mitchell F. Reiter MD PC v. Horizon Bl ue Cross Blue Shield of New Jersey, No. 2:25- CV - 12526 (WJM), 2025 W L 3514300, at *3 - 5 (D.N.J. De c. 8, 2025); T.V. Seshan, 2025 WL 3496382, at *4 -7; Spiel, MD, PA v. Horizon Blue Cross Blue Shield of New Jersey, No. CV 25 - 14769 (SRC), 2025 WL 3459719, at *4 - 6 (D.N.J. Dec. 2, 2025); Tamagnini v. Horizon Blue Cross Blue Shield of New Jersey, No. CV 25 - 02022 (S RC), 2025 WL 3459708, at *4 - 6 (D.N.J. Dec. 2, 2025); Complete Med. Wellness LLC v. Horizon Blue Cr oss Blu e Shield of N ew Jersey, No. CV 25 - 04177 (SRC), 2025 WL 3443620, at *4 - 6 (D.N.J. Dec. 1, 2025); Garde n State Pain Mgmt. v. Horizon Blue Cross Blue Shield of New Jers ey, No. CV 25 - 05679 (SRC), 2025 WL 3443243, at *4 - 6 (D.N.J. Dec. 1, 2025); Ne. Neurosurgical Assocs. v. Horizon Blue C ross Blue Shield of New Je rsey, No. CV 25 - 06288 (SRC), 2025 WL 3282210, at *4 - 6 (D.N.J. Nov. 25, 2025); Fre eman Pain Inst. P.A. v. Horizon Blue Cross Blue Shield of New Jersey, No. CV 25 - 02507 (SRC), 2025 WL 3268289, at *4 - 6 (D.N.J. Nov. 24, 2025); PHI Health, LLC v. Keating Auto Grp. Emp. Ben. Plan Tr., No. 4:24 - cv - 28 32, 2025 WL 3618198, at *3 - 4 (S.D. Tex. Nov. 4, 2025), report and recommendation adopted sub nom. PHI Health, LLC v. Entrust, LLC, No. CV H -24- 2832, 2025 WL 3617339 (S.D. Tex. Dec. 11, 2025); Mod. Orthopaedics, 2025 WL 3063648, at *5 -7; Jeffrey Farkas, M.D., LLC v. Horizon Blue Cross Blue Shield of New Jersey, 790 F. Supp. 3d 1 29, 136-38 (E.D.N.Y. 2025).

8 B. Count II (Action for Non -Payment Un der the No S urpris es Act) and Co unt III (Implied R ight of Ac tion Under t he No Surp rises Act) Counts II and III seek payment of amounts due under the IDR determinations and are premised solely on violations of the No Surprises Act. (D.I. 1 ¶¶ 38- 47). Cigna argues that Counts II and III must b e dismi ssed bec ause the statute creat es neit her an express nor impl ied private right of action. (D.I. 16 at 8 -12; D.I. 19 at 4-5). The Court ag rees. As an initia l matter, the re is no exp ress private right o f action to confirm IDR determin ations under the No Surprises Act. See Guardian Flight, 140 F.4th at 275 (“[T]he NSA contains no express right of ac tion to enforce or confirm an IDR award.”). Special tyCare do es not contend otherwise. (D.I. 18 at 9 -12). Instead, S pecialt yCare appears to argu e that the No Surprises Act creates an implied private right of action b ased on its provision that I DR determina tions “ shall be binding” and that payments pursuant to IDR determinati ons “shall be made” within thirty days. (Id. (quoting 42 U.S. C. §§ 300gg - 111(c)(5)(E)(i)(I) & 300gg-112 (b)(6) and relying upon Maine Cmty. Health Options v. United States, 590 U.S. 296, 301 (2020))). In de termining whether a private right of action exists under a federal statute, courts in t he Third Circuit evaluate “ (1) whether Congress intended to create a personal right in the plaintiff; and (2) whether Congress intended to create a personal remedy for that plaintiff.” McGovern v. City of Philadelphia, 554 F.3d 114, 116 (3d Cir. 2009) (c iting Alexander v. Sandoval, 532 U.S. 275, 286 (2001) and Three Rivers Ctr. v. Hous. Auth. of the Ci ty of Pittsburgh, 382 F.3d 412, 421 (3d Cir. 2004)). A plaintiff must demonstr ate both eleme nts are satisf ied for a court to conclude that a federal st atute c reate s an implied priva te right of action. McGover n, 554 F.3d at 116. As to the first prong, the Court concludes that the “shall be binding” and “shall be made” language of the No Surpri ses Act cr eates a personal ri ght for S pecialt yCare. See Mod. Orthopaedics, 2025 WL 3063648, at *8 -9 (“There is no plausible argument t hat Congress intended

9 to allow insurers like [defendant] to simply ignore the ‘binding’ outcomes of the IDR. [Plaintiff] has a right to be paid. Th e question is whether the Court may properly en force this right.” (citation omitted)). A s to the second prong, however, the “robust system of administrative enforc ement” provided by the No Surprises Act cre ates a “ strong presumption ” that Congress did not intend to create a personal remedy fo r Specialt yCare. See id. at *9; see als o Wisniewski v. Rodale, Inc., 510 F.3d 294, 305 (3d Cir. 2007). Indeed, Congress empowered the Department of Health and Human Services (“HHS”) – not the courts – to “ ass ess penalt ies agains t insur ers for failur e to compl y ” with the sta tute. Guardian Flight, 140 F.4th at 277 (discussing 42 U.S.C. § 300gg-22(b)(2) (A)); see also M od. Orthopaedics, 2025 WL 3063648, at *9 -10 (“ [T] he primary enforcement authority for the [N o Surprises Act] lies with state adminis trative agen cies.. . . However, in the event a State is unable, or unwilling, to enforce complianc e with any part of the [No Surpris es Act], the HHS may assume primary responsibility for enforcing t he [No Surpri ses Act]. ”). That the No Surprises Act provides for state a nd HHS enforcement – while express ly prohibiting judicial review be yond petitions to va cate I DR dete rminations – demonstrat es that S pecialtyC are has no pers onal remedy under the statute. 4 See Guardian Flight, 140 F.4th at 276 (“ We will not find an implied right o f action where Congress expressly foreclos es it. ”). Although the Third Circuit has not ruled on th is particular issue, the Fifth Circuit has in th e recent Guardian Flight decisi on. Ther e, the pla intiff healthcare providers sued the defendant insurer for fail ure to timely pay IDR determination awards pursuant to the No Surprises Act, 4 Special tyCare’s relian ce on Maine Community Heal th Options v. United States, 590 U.S. 296 (2020), is misplaced. (S ee D.I. 18 at 10). There, the statute at issue (Risk Corridors program of the Aff ordable Care Act) did not provide a similar enforcement mechanism for a plaintiff or include the same prohibition of judicial review. Maine, 590 U.S. at 309-11.

10 similarly as serting cla ims under the statute (and ERISA). See Guardian Flight LLC v. Health Care Serv. Corp., 735 F. Supp. 3d 742, 748 (N.D. Te x. 2024). The district c ourt dismissed all o f plaintiff s ’ claims. Id. at 755. On appe al, the Fif th Circuit affir med the dismissa l, finding that the No Surprises Act does not provide an express or impl ied private right of action to confirm IDR determin ation s. Guardian Flight, 140 F.4th at 274-77. 5 This Court ultimately finds persuasive and agree s with the Fifth Circu it and the vast majority of district c ourts that the No Sur prises Act does not permit judicial enforcement of IDR determinations. 6 The Court is aware that a t least one district court h as found that I DR determinations under the No Surprises Act can be enforced through the courts. Se e Guardian Fli ght LLC v. Aetna Life Ins. Co., 789 F. Supp. 3d 214 (D. Conn. 2025) (“ Aetna ”). In reaching that conclusion, the Aet na court r easoned that, without judicial confirmation, “ ID R determinations would be effectively unenforc eable. ” Id. at 228. But that ra tionale ignores the enfor cement mechanisms expressly provided by the No Surpr ises Act. See, e.g., 42 U.S.C. § 300gg-22; see also Mod. Orthopaedics, 2025 WL 3063648, at *9 -10; see also Guardian Flight, 140 F.4th at 277 (summarizing 5 The Supreme Court recently denied certi orari. See No. 25 - 441, 2026 WL 79855 (U.S. Jan. 12, 2026). 6 See Guardian Flight, 140 F.4th at 27 4-77; Meritain He alth, 2026 WL 353259, a t * 3-4; SpecialtyCare, 2025 WL 3719227, at *2 -3; N. Jersey Neurosurgical Assocs., 2025 U.S. Dist. LEXIS 261572, at *1 -2; Neuromon, 2025 U.S. Dist. LEX IS 261584; Savalia, 2025 U.S. Dist. LEXIS 261150, at *16; Worldwide Airc raft Servs. Inc. v. Freedom Life Ins. Co. of Am., No. 8:25 - cv -01158- WFJ - AEP, 2025 WL 3551397, at *2 -3 (M.D. Fla. Dec. 11, 2025); Reiter, 2025 WL 3514300, at *3 -5; T.V. Seshan, 2025 WL 3496382, at *7 -9; Spiel, 2025 WL 3459719, at *6 -8; Tamagnini, 2025 WL 3459708, at *6 -7; Complete Med. Wellnes s, 2025 WL 3443620, at *6 -8; Garden State Pain Mgmt., 2025 WL 3443243, at *6- 8; Worldwide Aircraft, 2025 WL 3312169, at *1 -2; Ne. Neurosurgical Assocs., 2025 WL 3282210, at *6 -8; Fr eeman, 2025 WL 3268289, at *6 -8; PHI Health, 2025 WL 3618198, at *2-3; Mod. Orthopaedics, 2025 WL 3063648, at *7 - 14; Farkas, 790 F. Supp. 3d at 136-38.

11 administrative remedies offered by No Surprises Act to enforce IDR determinations). 7 Moreover, Aetna appa rently “stands alone.” Meritain Health, 2026 WL 353259, at *4; s ee also Guardian Flight, 140 F.4th at 276 n.5 (Fifth Cir cuit disagreeing with Aetna based on the “plain text and struct ure” of th e No Surp rises Act). The overwhelming weight of authority to address this issue has concluded that out -of- network providers cannot turn to th e courts to enforce IDR determinations rendered unde r the No Surprises Act. Even if SpecialtyCare would prefer a different mechanism, “the wisdom of Congress’s policy choice is beyond our judicial ken.” Guardian Flight, 140 F.4th at 277. Because the No Surprises Act does not create an express or impl ied private right of action to enforce IDR determinations, the Court recommends that Counts II and III be dismissed. C. Count IV (Im proper D enial of B enefits Un der ERIS A) In Count IV, SpecialtyCare alleg es that it has been assigned the ri ght t o benefits (and payments) by Cigna’s members and insure ds and, as such, the amounts due under the I DR determi nations are owed to Speci altyCare as an ER ISA benefici ary. (D.I. 1 ¶¶ 48 -56). Cigna argues th at Special tyCar e’s ERISA claim should be dismissed because the Complaint fails to plausibly allege that SpecialtyCare was assigned benefits under t he plan s and th at, even i f plausibly alleged, S pecialtyCare does not have derivative standing because the plan beneficiaries did not suffer any concrete injury. (D. I. 16 at 12 - 16; D.I. 19 at 5 - 7). In S pecialt yCare ’s view, th e Complaint contains suf ficient factual all egations that benefi ts were as signe d to Speci altyCare and 7 Acknowle dging the “ conflict” be tween its de cision and the Fifth Circ uit’s, the District of Connecticut has recently noted that “[i]t is possible I would have reached a different conclusion” had 42 U.S.C. § 300gg- 22 been brie fed. See Guardian Flight LLC v. Aetna Life Ins. Co., No. 3:24- cv -00680- MPS, D.I. 295 (D. Conn. S ept. 30, 2025). Notably, no federal court has followed the District of Connecti cut in finding jurisdiction to enfor ce IDR determinations where no party seeks vacatur.

12 that Cigna’s non-payment “give[s] rise to a wrongful denial of bene fits claim” under ERISA. (D.I. 18 at 12-16). The Court ultimately agrees with Cigna that Specialt yCare lacks standin g to sue under ERISA for fail ure to pay the amounts due under the IDR determinations. Healthca re provid ers “ may obtain standing to sue” under ERI SA “by assignment from a plan participant. ” CardioNet, Inc. v. Cigna Health Corp., 751 F.3d 165, 1 76 n.10 (3d Cir. 2014); N. Jersey Brain & Spine Ctr. v. Aetna, Inc., 801 F.3d 369, 372 (3d Cir. 2015). But the plan participants must have suffered a c oncrete injury for the provider to have standing as assi gnee. See Guardian Flight, 140 F.4th at 278; see also Vermont Age ncy of Nat. Res. v. U.S. ex rel. Stevens, 529 U.S. 765, 773 (2000) (“ [T]he assignee of a claim has standing to assert the injury in fact suffer ed by the assignor.”); CardioNet, 751 F.3d at 178 (“It is a basic principle of assignment law that an assignee’s rights derive from the assignor.”). By design, the No Su rprises A ct shields plan particip ants from the out -of - network costs that are the subject of this laws uit; in other w ords, the outcome of this dispute will not affect the pl an parti cipants in any way. See Mod. Orthopaedics, 2025 WL 3063648, at *8 -9 (“The [No Surpri ses Act] protects patie nts by relieving the m of liabilit y to pay for the procedure beyond their ordinar y in - network insurance payments and instead has the provider and the insurer negotiate or dispute the proper payment among themselves.”). The plan partici pants have n o real interest in the ou tcome of this case. Because t he plan p articip ants lack a “concr ete stak e in this lawsuit, ” even as a purported assign ee, S pecialtyC are s imilarly lacks th e Artic le III standin g n ecessary to bring an ER ISA clai m. See Guardian Flight, 140 F.4th at 278 (“[B]ecause the beneficiaries would lack Article III standing if they brought an ER ISA c laim on their own, Providers lack standing to bri ng a derivative ERISA claim as their assi gnees.”); s ee also Thole v. U. S. Bank N.A, 590 U.S. 538, 541 (2020) (“ If Thole and Smith wer e to lose this law suit, they would s till rec eive the e xact same month ly benefits th at

13 they ar e already slated to rec eive, not a penn y less. If Thole and Smith were to win this lawsuit, they would s till receive the exact same mon thly benefits that they are a lready slated to receive, not a penny more.. . . Becaus e the plaintiffs themselve s have no concrete stake in the lawsuit, they lack Arti cle III standin g. ”). None of t he cas es cited by Speci altyC are com pel a dif ferent r esult. (See D.I. 18 at 12-16). Even if S pecial tyCare h ad plau sibly al leged that it receive d assignment of member b enef its, such an assignment would not confer Article III standing to sue an insurer for failure t o pay amounts due under the IDR determinatio n s. See Guardian Fli ght, 140 F.4th at 278. The Court therefo re recom mends th at the ERI SA claim (Count IV) be dismissed. D. Count V (Open Ac cou nt), Co unt VI (Bad Fai th) and Co unt VI I (U njust Enri chment) In Counts V, VI and VII, SpecialtyCare asse rts sev eral caus es of act ion ari sing un der Delawar e law. (D.I. 1 ¶¶ 57-77). Because Speci altyCare an d Cigna are b oth Delaw are corporations (id. ¶¶ 8- 9), jurisdiction over the state law claims ca nnot be based on diversity jurisdiction. See Zambelli Fireworks Mfg. Co. v. Wood, 592 F.3d 412, 419 (3d Cir. 2010) (“ Complete dive rsity req uires that, in cases with multiple plaintiffs o r multiple defenda nts, no plaint iff be a citi zen of the sam e state as an y defendan t. ”); see also 28 U.S.C. §§ 1332(a)(1) & 1332 (c)(1). Recogni zing this, SpecialtyCare alleges that this Court has jurisdiction over the state law claims based on supplemental jurisdiction under 28 U.S.C. § 1367(a). (D.I. 1 ¶ 10). Supplementa l jurisdiction pe rmits federal c ourts to adjudica te claims that would otherw ise lack fede ral subject matter jurisdiction. Spe cifically, a d istrict court having original jurisdiction in a civil ac tion may exercis e such su pplement al juris diction over “all ot her claim s that are s o related to claims in the action within such or iginal juri sdiction tha t they form p art of the same c ase or controversy under Article III.” 28 U.S.C. § 1367(a). A dis trict court may d ecline to e xercise supplemen tal jurisdiction over claim s for severa l reasons, including wh ere “the district cou rt has

14 dismissed all c laims over which it has or iginal juri sdiction.” Id. § 1367(c)(3); see a lso Figueroa v. Buccan eer Hotel Inc., 188 F.3d 172, 181 (3d Cir. 1999). As set fo rth abo ve, the Co urt recommen ds di smissal of all o f Speci altyCare’s feder al claims. In su ch a situation, the exercise of su pplemental jurisdic tion is not automa tic; instead, the Court has discretion to dec ide whether to exercise such jurisdiction over the state law c laims. Special tyCare has not ra ised – and the Court has not i dentified – any considerations of judicia l economy, convenience or fairness to the parties t hat would justify such exercise. Borough of W. Mifflin v. Lanc aster, 45 F.3d 780, 788 (3d Cir. 1995) (“[W]here the claim over which the district court ha s original jur isdiction is dis missed befo re trial, th e district c ourt must dec line to decid e the pendent state claims unless considera tions of judicial economy, convenience, and fairn ess to the parties provide an affirmative justification fo r doing so.”). This case is in its infancy; w ithout the federal claims, the state law claims shou ld be dismissed. See Humana, Inc. v. St. Jude Med., LL C, C.A. No. 20-1032- SB, 2020 WL 7264161, at *4 (D. Del. Oct. 12, 2020) (Bibas, J., sitting by designatio n) (after d ismissing fede ral claims, dec lining to exer cise suppleme ntal jurisdictio n “[b] ecause this case has just begun [and] there is no good reason to keep the state claims in federal court”). The Court thus recommends that Counts V- VII be dismissed. IV. CONCLUSIO N For the fore going reasons, the Court recommends that Cigna ’s motion to d ismiss (D.I. 15) be GRANTED. This Report and Recommenda tion is filed pursuant to 28 U.S.C. § 636(b)(1)(B), Federal Rule of Civil Procedure 72(b) (1) and District of Delaware Local Rule 72.1. Any objections to the Report and Recommendation shall be limited to te n (10) pages and filed within fourteen (14) days after being served with a copy of this Report and Recommendation. See F ED. R. C IV. P. 72(b)(2).