No Quasi-Contractual Duty to Pay “Full Value” of Out-of-Network Emergency Care: The Sixth Circuit Clarifies the Limits of Quantum Meruit in AMISUB (SFH), Inc. v. Cigna Health & Life Insurance Co.

1. Introduction

In AMISUB (SFH), Inc. v. Cigna Health & Life Insurance Company, No. 23-5714 (6th Cir. 2025), the United States Court of Appeals for the Sixth Circuit confronted a recurring flash-point in healthcare reimbursement litigation: whether a hospital that treats an insurer’s members on an out-of-network, emergency basis can force the insurer to pay the hospital’s alleged “reasonable” or “full” charges under equitable theories such as quantum meruit and unjust enrichment.

The plaintiffs—Saint Francis Hospital and Saint Francis Hospital-Bartlett (collectively, “Saint Francis” or “the Hospitals”)—had been in-network with Cigna until January 2019. After their contract expired, the Hospitals remained obligated by federal law (EMTALA) to treat Cigna’s members who presented with emergency conditions. Dissatisfied with what Cigna paid under the plans’ out-of-network formulas, the Hospitals sued in Tennessee state common-law restitution, demanding additional payment equivalent to the “reasonable value” of services rendered between January 2019 and June 2021.

The district court dismissed under Fed. R. Civ. P. 12(b)(6), and the Sixth Circuit affirmed, holding that—absent an express statutory or contractual mandate—insurers owe no quasi-contractual duty to cover the full cost of out-of-network emergency care. The decision sharply limits the availability of state unjust-enrichment claims in the gap period prior to the federal No Surprises Act (2022) and clarifies that neither the Affordable Care Act’s “coverage” requirement nor Tennessee’s analogue converts limited plan obligations into open-ended payment duties.

2. Summary of the Judgment

• The Hospitals pleaded only quantum meruit and unjust enrichment, abandoning an implied-in-fact-contract count on appeal.
• They argued that a confluence of EMTALA (forcing hospitals to treat) and the ACA/Tennessee “coverage” statutes (forcing insurers to cover emergency services) creates a quasi-contractual relationship obligating Cigna to pay “reasonable value,” regardless of plan limits.
• The Sixth Circuit rejected the claim on the merits of Tennessee common law, without reaching ERISA pre-emption or Rule 8 pleading sufficiency.
• Key holdings:
  • “Coverage” in § 18022 of the ACA (and Tenn. Code Ann. § 56-7-2355) denotes the type of risk insured, not the amount of payment; it does not mandate full reimbursement.
  • The ACA’s implementing “greatest-of-three” regulation (29 C.F.R. § 2590.715-2719A) contemplates partial payment and patient balance billing, underscoring that full payment is not required.
  • The subsequent enactment of the No Surprises Act (“NSA”)—which does require insurers to hold patients harmless and initiates arbitration for provider-insurer disputes—confirms that earlier statutes did not impose such a duty.
  • Tennessee common law, as interpreted in River Park Hospital v. BlueCross, supplies unjust-enrichment relief only when the insurer already has a duty (statutory or contractual) to pay the full amount; that prerequisite is absent here.
• Accordingly, the complaint failed to allege a legally cognizable benefit retained by Cigna, and dismissal was affirmed.

3. Analysis

3.1 Precedents Cited and Their Influence

a. Federal Statutes & Regulations

• Emergency Medical Treatment and Active Labor Act (EMTALA), 42 U.S.C. § 1395dd: requires hospitals with emergency departments to provide stabilizing treatment to anyone, regardless of insurance status. The Sixth Circuit acknowledged EMTALA as the source of the Hospitals’ treatment obligation but held it does not impose payment duties on insurers.
• Affordable Care Act (ACA), 42 U.S.C. § 18022: mandates that health plans provide coverage for ten “essential health benefit” categories, including emergency services. The Court parsed dictionary and statutory definitions to show “coverage” concerns scope, not dollar amount.
• 29 C.F.R. § 2590.715-2719A (“greatest-of-three” rule): Agencies’ post-ACA rule establishing three permissible benchmarks for out-of-network emergency reimbursement. The regulation is pivotal; by explicitly countenancing balance billing, it defeats any inference that full payment is compelled.
• No Surprises Act (NSA), 42 U.S.C. § 300gg-111 (2022): Congress’s later remedy for surprise billing. The panel invoked the maxim expressio unius; the NSA’s explicit payment-arbitration scheme implies its absence in earlier law.

b. Tennessee Authorities

• Tenn. Code Ann. § 56-7-2355 (pre-2022 text): mirrored the ACA’s “coverage” requirement. The Court treated “coverage” identically to the federal statute.
• River Park Hospital, Inc. v. BlueCross BlueShield of Tennessee, Inc., 173 S.W.3d 43 (Tenn. Ct. App. 2002): central precedent on quantum meruit against insurers. Distinguishable because BlueCross had a contractual obligation to the State’s Medicaid program to pay full costs.
• HCA Health Services of Tennessee, Inc. v. BlueCross BlueShield of Tennessee, Inc., 2016 WL 3357180: unpublished but persuasive; rejected similar quasi-contract claim absent statutory duty.
• Classical Tennessee unjust-enrichment cases: Freeman Industries, Paschall’s Inc., etc., cited for elements of benefit and inequity.

c. Out-of-State and Secondary Sources

• Restatement (Third) of Restitution & Unjust Enrichment § 22, Illustration 10: cited by Hospitals; court declined to follow because illustration rests on insurer’s underlying full-payment duty.
• Other jurisdictions allowing claims (Emergency Physician Services of N.Y.; Florida cases) involved either Medicaid/Medicare or statutes obligating payment (Florida’s surprise-billing law).

3.2 Court’s Legal Reasoning

1. Define the alleged benefit: For unjust enrichment, plaintiff must show defendant obtained a benefit for which equity requires compensation. Saint Francis framed the “benefit” as Cigna’s avoidance of paying the Hospitals’ full charges.
2. Is there a legal duty to pay full charges?
   • Statutory interpretation: “Coverage” ≠ “payment in full.” Dictionary definitions, statutory context, and agency rules aligned.
   • Regulatory scheme: Greatest-of-three rule and allowance of balance billing show partial payments are lawful.
   • Temporal context: NSA’s later enactment signals Congress did not view prior law as already granting full-payment rights.
3. Tennessee common-law overlay: Unjust enrichment fills gaps only if defendant’s retention of benefit is inequitable in light of the law. Because no duty existed, retention is not inequitable.
4. Distinguish governing precedent: River Park and Restatement illustration rely on existing full-payment duty (Medicaid/Medicare capitated agreements). No such underpinning here.
5. Avoidance of unnecessary constitutional/federal questions: Having found no substantive state-law claim, the panel declined to address ERISA pre-emption or heightened pleading issues, invoking the principle of constitutional avoidance and judicial economy.

3.3 Likely Impact of the Decision

a. Immediate Litigation Landscape

• Hospitals within the Sixth Circuit (KY, MI, OH, TN) face a high bar for restitutionary suits seeking “reasonable” out-of-network reimbursement for the pre-NSA period.
• Insurers gain significant precedent to dismiss similar claims at the pleadings stage where no statutory full-payment duty exists.
• Plaintiffs will likely pivot to NSA-based independent dispute resolution (IDR) or pursue state legislative solutions.

b. Federal–State Interplay

• The opinion reinforces that “coverage” statutes do not silently dictate payment methodology. Legislatures must be explicit (as Congress was in the NSA or Florida in §§ 627.64194, 641.513).
• States considering surprise-billing reforms may treat AMISUB as a prompt to codify payment obligations rather than rely on common-law restitution.

c. ERISA Pre-emption Implications (Though Not Decided)

While the panel skirted ERISA, its reasoning suggests that even if Tennessee enacted a statute imposing full-payment duties, courts would need to evaluate whether such a rule is pre-empted as a reference to ERISA plans’ structure. The dicta provides a roadmap for future challenges.

d. Contracting Dynamics

Hospitals are incentivized to maintain in-network agreements or negotiate single-case agreements post service. Conversely, insurers may feel less pressure to raise out-of-network emergency allowances absent NSA applicability.

4. Complex Concepts Simplified

In-Network vs. Out-of-Network

An in-network provider has a contract with the insurer that prescribes rates. An out-of-network provider has no such contract; payments are calculated via plan formulas, often leaving a gap billable to the patient (“balance bill”).

Quantum Meruit & Unjust Enrichment

Both are equitable doctrines. Quantum meruit (“as much as he deserves”) and unjust enrichment require proof that:

1. Plaintiff conferred a benefit;
2. Defendant appreciated the benefit;
3. Defendant’s retention without payment is inequitable.

If no legal obligation to pay exists, keeping the benefit is usually deemed equitable.

“Coverage” vs. “Payment”

“Coverage” answers the question, “Is this type of service included in the contract?” “Payment” answers, “How much will the insurer pay for that covered service?” The Court drew a bright line between the two.

Greatest-of-Three Rule

Under 29 C.F.R. § 2590.715-2719A, an insurer must pay the highest of:

• (1) the median in-network rate for the service,
• (2) the amount it would pay under Medicare, or
• (3) the amount calculated by the plan’s usual formula (often a percentile of charges).

Anything above that can be balance-billed (pre-NSA).

No Surprises Act (NSA)

Effective 2022, the NSA bars balance billing for emergency services and creates an IDR arbitration process to resolve payment disputes between insurers and out-of-network providers, effectively superseding the gap that Saint Francis tried to fill via common law.

5. Conclusion

AMISUB (SFH), Inc. v. Cigna places a definitive boundary around equitable restitution claims in the healthcare context: absent an express statutory or contractual mandate, an insurer’s lawful partial payment under plan terms does not amount to unjust enrichment, even when EMTALA obligates hospitals to treat the insurer’s members.

The Sixth Circuit’s textualist reading of “coverage,” reliance on regulatory context, and differentiation from Medicaid capitated-payment precedents collectively foreclose a key avenue previously pursued by providers to secure higher out-of-network reimbursements for the pre-NSA period. Providers must now look primarily to contractual negotiations, legislative reforms, or the NSA’s arbitration framework for relief, while insurers may rely on AMISUB to defend against quasi-contract claims that seek to rewrite their cost-sharing arrangements.

In the broader legal landscape, the decision underscores courts’ reluctance to use common-law equity to override carefully balanced federal and state statutory schemes, signalling that meaningful change in healthcare payment norms will likely come from legislatures, not litigation.