ERISA Express Preemption Bars Providers’ Negligent-Misrepresentation and Promissory-Estoppel Claims Based on Oral Assurances About Plan Reimbursement Terms (Reaffirming Cromwell)

I. Introduction

Case: Laurel Hill Mgmt. Servs., Inc v. La-Z-Boy Inc. (6th Cir. Aug. 19, 2026).
Parties: Out-of-network medical providers and assignees (the “Medical Providers”) sued La-Z-Boy (plan sponsor) and Blue Cross Blue Shield of Michigan (plan administrator).
Background: Before treating an ERISA-plan participant (“Patient AA”), the Medical Providers called Blue Cross to confirm reimbursement. Blue Cross allegedly gave oral assurances that reimbursement would be at the “usual, customary, and reasonable” (UCR) rate. The providers treated Patient AA and billed $342,296, but Blue Cross paid $1,598.40, allegedly using a Medicare-based methodology.

Key issues:

  • ERISA express preemption: Whether ERISA § 514(a), 29 U.S.C. § 1144(a), preempts state-law negligent misrepresentation and promissory estoppel claims premised on oral statements about reimbursement under an ERISA plan.
  • Appellate scope/record: Whether the Sixth Circuit could consider new allegations in a proposed second amended complaint filed after judgment and after the notice of appeal.
  • Leave to amend: Whether the district court abused its discretion by dismissing with prejudice despite a one-sentence request to amend embedded in a brief opposing dismissal.

II. Summary of the Opinion

The Sixth Circuit affirmed dismissal. Applying Cromwell v. Equicor-Equitable HCA Corp., the court held that ERISA expressly preempts negligent-misrepresentation and promissory-estoppel claims when they “depend upon a plan administrator’s misstatements about the coverage or reimbursement terms” of an ERISA plan. Because the operative complaint tied the alleged misstatements to plan reimbursement terms, the claims “relate to” the plan and are preempted under 29 U.S.C. § 1144(a).

The court also refused to consider allegations from a proposed second amended complaint submitted post-judgment because it was not part of the record considered when judgment was entered. Finally, the court found no abuse of discretion in denying (implicitly) leave to amend where plaintiffs made only a bare, undeveloped request without attaching a proposed amended complaint or articulating amendment grounds.

III. Analysis

A. Precedents Cited

1. Core preemption authorities framing ERISA § 514(a)

  • Aetna Health Inc. v. Davila, 542 U.S. 200 (2004): Used to emphasize the “expansive” nature of ERISA’s express-preemption clause and ERISA’s objective of making plan regulation “exclusively a federal concern.” The majority situates its approach in ERISA’s structural goal of national uniformity.
  • Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41 (1987): Cited for two propositions: (i) § 1144(a) reaches state common-law causes of action, and (ii) state-law “alternative enforcement mechanisms” for plan benefits are paradigmatic preemption targets. This undergirds the majority’s view that claims functionally seeking plan benefits trigger preemption regardless of label.
  • De Buono v. NYSA-ILA Med. & Clinical Servs. Fund, 520 U.S. 806 (1997) and Cal. Div. of Lab. Standards Enf't v. Dillingham Constr., N.A., Inc., 519 U.S. 316 (1997): Invoked to acknowledge limits to “relate to” as a literal phrase (“everything is related to everything else”), motivating the Supreme Court’s attempt to craft workable standards rather than boundless preemption.
  • Gobeille v. Liberty Mut. Ins. Co., 577 U.S. 312 (2016) and Rutledge v. Pharm. Care Mgmt. Ass'n, 592 U.S. 80 (2020): Provide the two-category framework—state laws with a “reference to” ERISA plans or an impermissible “connection with” them—and the practical shorthand: whether the state rule governs a central matter of plan administration or interferes with nationally uniform administration.

2. Sixth Circuit preemption line: “in essence” benefit recovery and plan-entity relationships

  • Cromwell v. Equicor-Equitable HCA Corp., 944 F.2d 1272 (6th Cir. 1991): The controlling precedent. The court treats Cromwell as establishing a specific Sixth Circuit rule: ERISA preempts providers’ negligent-misrepresentation and promissory-estoppel claims when they are based on administrators’ oral assurances about coverage or reimbursement under the plan. The majority applies Cromwell as materially indistinguishable and dispositive.
  • Penny/Ohlmann/Nieman, Inc. v. Miami Valley Pension Corp. (PONI), 399 F.3d 692 (6th Cir. 2005): Cited for two tests that help identify an impermissible “connection with” an ERISA plan: (i) whether the claim “in essence” seeks recovery of plan benefits, and (ii) whether the claim implicates relations among traditional ERISA entities (employer, plan, fiduciaries, beneficiaries). The majority uses these principles to characterize the providers’ claims as plan-term dependent and benefit-like in effect.
  • Self-Ins. Inst. of Am., Inc. v. Snyder, 827 F.3d 549 (6th Cir. 2016): Provides the standard of review (de novo) for ERISA preemption questions.

3. Procedural precedents: appellate record and amendment practice

  • Ream v. U.S. Dep't of the Treasury, 174 F.4th 480 (6th Cir. 2026): Supplies the familiar pleading-stage rule: accept well-pled allegations as true on review of a dismissal.
  • Clark v. Warden, 934 F.3d 483 (6th Cir. 2019) and Chelf v. Prudential Ins. Co. of Am., 31 F.4th 459 (6th Cir. 2022): Used to limit the appellate record to what the district court considered when it entered judgment; materials filed after the challenged judgment generally are not considered on appeal from that judgment.
  • Beydoun v. Sessions, 871 F.3d 459 (6th Cir. 2017); Evans v. Pearson Enters., Inc., 434 F.3d 839 (6th Cir. 2006); Bunn v. Navistar, Inc., 797 F. App'x 247 (6th Cir. 2020): Together stand for the proposition that a “bare request” to amend in an opposition brief—without grounds and without the substance of the proposed amendment—does not present a true Rule 15(a) motion and does not require the district court to grant leave.
  • Buetenmiller v. Macomb Cnty. Jail, 53 F.4th 939 (6th Cir. 2022): Cited for forfeiture risk when a party presents “skeletal” arguments without citations or development.

4. Out-of-circuit decisions discussed (persuasive, not controlling)

  • Blue Cross of Cal. v. Anesthesia Care Assocs. Med. Grp., Inc., 187 F.3d 1045 (9th Cir. 1999) and Conn. State Dental Ass'n v. Anthem Health Plans, Inc., 591 F.3d 1337 (11th Cir. 2009): Invoked by the Medical Providers for a “right to payment” vs. “extent of payment” distinction, under which disputes about rates allegedly arising from separate agreements may avoid ERISA preemption. The Sixth Circuit distinguished these cases on the pleadings: the operative complaint tied the reimbursement rate to plan terms rather than to a separate provider-administrator agreement.
  • Plastic Surgery Ctr., P.A. v. Aetna Life Ins. Co., 967 F.3d 218 (3d Cir. 2020); Franciscan Skemp Healthcare, Inc. v. Cent. States Joint Bd. Health & Welfare Tr. Fund, 538 F.3d 594 (7th Cir. 2008); McCulloch Orthopaedic Surgical Servs., PLLC v. Aetna Inc., 857 F.3d 141 (2d Cir. 2017): Cited by plaintiffs as contrary authority. The majority noted factual/legal differences (e.g., separate oral agreements; complete-preemption analysis) and reiterated that out-of-circuit criticism cannot override binding Sixth Circuit precedent.

B. Legal Reasoning

1. Appellate review limited to the operative complaint and record

The court first confined its analysis to the first amended complaint—the only complaint the district court had when it dismissed with prejudice. Because the plaintiffs attempted to add new theories (e.g., breach of oral contract) only after judgment and after the notice of appeal, the panel relied on Fed. R. App. P. 10(a) and Sixth Circuit practice (Clark v. Warden; Chelf v. Prudential Ins. Co. of Am.) to exclude those post-judgment materials from the appellate record on review of the dismissal judgment.

2. ERISA § 514(a) preemption applied through Cromwell

The majority treated the case as a straightforward application of Sixth Circuit law: under Cromwell, ERISA preempts negligent-misrepresentation and promissory-estoppel claims when liability depends on what the ERISA plan’s coverage or reimbursement terms are (or were represented to be). The panel emphasized that preemption analysis looks to substance over labels—if a claim is “in essence” an effort to obtain ERISA-plan benefits or to extend coverage beyond plan terms, it “relate[s] to” the plan.

On the pleadings, the Medical Providers’ claims were plan-term dependent. They contacted Blue Cross to determine the “responsibility” for paying for services; Blue Cross allegedly represented reimbursement would be at UCR; and the complaint framed the problem as Blue Cross failing to disclose “exclusions, limitations, or qualifications” in the “policy” and failing to reference other “portion[s]” of the “plan” that could reduce payment. Those allegations, in the court’s view, tied the dispute to plan contents rather than to an independent provider-administrator deal.

3. Rejection of attempted distinctions

  • No assignment-of-benefits limitation: Plaintiffs argued Cromwell turned on an assignment agreement. The panel disagreed: Cromwell treated negligent misrepresentation and promissory estoppel as “purely state law claims” separate from the assignment, yet still preempted them.
  • “Right to payment” vs. “extent of payment”: Plaintiffs’ reliance on the rate-dispute line of cases failed because their complaint did not plead a separate agreement setting rates independent of plan terms; it pleaded misstatements about plan reimbursement terms.
  • Intervening Supreme Court decisions: The panel held that generalized Supreme Court preemption language did not provide the kind of directly applicable, inconsistent reasoning needed to bypass circuit precedent. It also stated Cromwell aligns with the “alternative enforcement mechanism” concern recognized in N.Y. State Conf. of Blue Cross & Blue Shield Plans v. Travelers Ins. Co., 514 U.S. 645 (1995).

4. Leave to amend: no abuse of discretion

The panel applied Rule 15(a) through Beydoun v. Sessions and related cases: a district court must be able to evaluate the “substance” of the proposed amendment. A one-sentence request at the end of an opposition brief—without proposed amended pleading or grounds—does not suffice. Thus, dismissal with prejudice was not an abuse of discretion on this record.

C. Impact

1. A clarified (and explicitly narrow) Sixth Circuit rule for provider misrepresentation/estoppel suits

The published opinion reaffirms a concrete, pleading-sensitive preemption rule in the Sixth Circuit: when providers base negligent-misrepresentation or promissory-estoppel claims on oral assurances about “the terms of coverage or reimbursement under an ERISA-governed plan,” ERISA express preemption applies. The court framed its holding as “narrow,” leaving open other provider claims in “different factual scenarios.”

2. Litigation and transaction consequences

  • For providers: Phone-verification representations tied to plan terms are precarious foundations for state-law recovery in the Sixth Circuit; providers seeking enforceability may need written, plan-independent agreements (where available) or ERISA-compatible paths (e.g., assignments and ERISA claims—subject to plan anti-assignment terms and standing doctrines).
  • For administrators/insurers: The decision reduces exposure to certain state tort/estoppel theories when communications are characterized as plan-term explanations, but it increases scrutiny on how communications are framed (plan explanation vs. independent promise).
  • Pleading posture matters: The opinion underscores that plaintiffs must plead (and later prove) facts supporting an independent legal duty or separate agreement if they hope to avoid preemption under the “rate/extent-of-payment” line of persuasive authority.

3. The concurrence signals doctrinal pressure on Cromwell

Judge Murphy’s concurrence calls Cromwell “poorly reasoned” and an “outlier,” emphasizing an intuitive boundary: ERISA should not erase generally applicable contract and tort duties that arise independently of plan terms, especially where ERISA supplies no substitute cause of action for third-party providers. While agreeing Cromwell binds the panel on these facts, the concurrence invites narrower future readings and suggests that independent provider-administrator contracts (and perhaps some torts) should survive preemption. This tension may shape future Sixth Circuit case selection and pleading strategies—and may tee up en banc or Supreme Court interest if a suitable case squarely presents an independent-duty theory.

IV. Complex Concepts Simplified

  • ERISA “express preemption” (29 U.S.C. § 1144(a)): A federal rule that can displace state laws—statutes or common-law claims—when they “relate to” ERISA plans. Courts try to avoid reading “relate to” so broadly that it would preempt ordinary state laws with only indirect effects.
  • “Reference to” vs. “connection with”: A state law is preempted if it (i) explicitly targets or depends on ERISA plans (“reference to”), or (ii) interferes with core plan administration or national uniformity (“connection with”).
  • “In essence” a claim for plan benefits: Even if a lawsuit is labeled “misrepresentation” or “estoppel,” it may be treated like a benefits claim if what the plaintiff really seeks is money the plan would pay (or would pay if the plan terms were extended).
  • Assignment of benefits and “derivative standing”: A participant may assign the right to receive benefits to a provider, allowing the provider to sue under ERISA “in place” of the participant. But that assignment does not usually expand rights to include state-law claims for plan benefits.
  • “Right to payment” vs. “extent of payment”: A common analytical distinction in provider cases. “Right to payment” disputes turn on whether the plan covers the service at all (often plan-term dependent). “Extent of payment” disputes can sometimes turn on a separate agreement about rate. The Sixth Circuit here held the complaint alleged the former (plan-term dependent) rather than a truly separate rate contract.
  • Appellate record limitation: On appeal from a dismissal, the appellate court typically reviews what the district court had when it dismissed—not new pleadings filed after judgment.
  • Rule 15(a) leave to amend: Courts should freely allow amendment, but the requesting party must present the proposed amendment’s substance; a one-line request without a draft or specifics usually fails.

V. Conclusion

Laurel Hill Mgmt. Servs., Inc v. La-Z-Boy Inc. reaffirms—and operationalizes—Cromwell in a modern provider reimbursement dispute: in the Sixth Circuit, ERISA expressly preempts negligent-misrepresentation and promissory-estoppel claims when providers base them on oral assurances about coverage or reimbursement terms under an ERISA plan. The decision also tightens two practical lessons: (1) appellate review is confined to the operative complaint and record at judgment, and (2) a bare, undeveloped request to amend in a brief will not preserve a right to re-plead. At the same time, the concurrence highlights a growing doctrinal unease with Cromwell and signals that claims grounded in truly independent contracts or duties may remain viable in future cases if pleaded and proven as plan-independent.