Reinforcing Limited Judicial Review & Arbitral Immunity under the No Surprises Act: A Commentary on Guardian Flight, L.L.C. v. Aetna Health, Inc. (5th Cir. 2025)

Introduction

The Fifth Circuit’s decision in Guardian Flight, L.L.C. v. Aetna Health, Inc. (consolidated Nos. 24-20051 & 24-20204, 12 June 2025) is the Court’s most detailed exposition to date on two pivotal questions arising under the No Surprises Act (“NSA”):

whether out-of-network emergency providers enjoy a private right of action to vacate Independent Dispute Resolution (“IDR”) awards beyond the narrow grounds in the Federal Arbitration Act (“FAA”), and
whether certified IDR entities (“CIDREs”) are cloaked with arbitral (quasi-judicial) immunity from suit.

The dispute began when Guardian Flight and its affiliates—REACH and CALSTAR (collectively, “Providers”)—rendered air-ambulance services to patients insured by Aetna and Kaiser, both of whom were outside the providers’ network. Payment disagreements were submitted to the IDR process created by the NSA, with Medical Evaluators of Texas (“MET”) selected as the neutral decision-maker. When MET consistently picked the insurers’ lower payment offers, Providers sued Aetna, Kaiser, and MET in the Southern District of Texas seeking to vacate each award. The district court dismissed the claims against the insurers but refused to dismiss MET, prompting cross-appeals.

Summary of the Judgment

Writing for a unanimous panel, Judge Stuart Kyle Duncan:

Affirmed the district court’s dismissal of all claims against Aetna and Kaiser, holding that the NSA bars general judicial review of IDR awards and incorporates only the four, tightly-drawn vacatur grounds in FAA § 10(a).
Found that Providers’ fraud-based allegations failed both Rule 9(b) and the demanding FAA standard (“corruption, fraud, or undue means”).
Reversed the lower court’s denial of immunity to MET, holding that CIDREs perform a functionally equivalent role to arbitrators and therefore enjoy absolute arbitral immunity.
Remanded with instructions to dismiss all claims against MET.

Analysis

A. Precedents Cited

The panel anchored its reasoning in an interlocking web of Supreme Court and Fifth Circuit cases:

Guardian Flight, L.L.C. v. Health Care Serv. Corp., No. 24-10561 (5th Cir. 2025) (“Guardian Flight I”) – decided the same day; held that the NSA offers no free-standing private right to challenge IDR awards.
Tex. Med. Ass’n v. HHS, 110 F.4th 762 (5th Cir. 2024) – provided an extensive overview of the NSA scheme.
Hall St. Assocs. v. Mattel, Inc., 552 U.S. 576 (2008) – emphasized the exclusivity of FAA § 10 grounds for vacating arbitration awards.
AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011) – underscored that review under § 10 targets misconduct, not mere error.
Trans Chemical Ltd. v. China Nat’l Mach. Imp. & Exp. Corp., 161 F.3d 314 (5th Cir. 1998) – set Fifth Circuit benchmarks for “fraud” in the FAA context.
New England Cleaning Servs., Inc. v. Am. Arbitration Ass’n, 199 F.3d 542 (1st Cir. 1999) – foundational authority on arbitral immunity.
Classic immunity cases, e.g., Cleavinger v. Saxner, 474 U.S. 193 (1985).

B. Legal Reasoning

1. Statutory Construction: NSA Incorporates FAA, Not a Separate Cause of Action

The Court applied a textual, two-step approach:

Express Incorporation. 42 U.S.C. § 300gg-111(c)(5)(E)(i)(II) states that IDR decisions “shall not be subject to judicial review, except in a case described in any of paragraphs (1) through (4) of section 10(a) of title 9 [FAA].” By copying FAA language wholesale, Congress manifested an intent to import FAA standards and nothing more.
Negative Implication / Expressio Unius. Having specified four grounds, Congress excluded other bases for review. Thus, providers cannot dress an ordinary grievance in “vacatur” garb to evade the statutory bar.

2. The Fraud / Undue Means Standard under FAA § 10(a)(1)

To vacate an award, a challenger must show intentional misconduct akin to bribery, undisclosed bias, or deliberate evidence suppression. The Providers alleged only (i) non-disclosure of QPA methodology and (ii) inconsistent QPA figures. The panel held these pleaded, at most, mistake or negligence, not the “corruption, fraud, or undue means” contemplated by § 10(a)(1), especially under Rule 9(b)’s “who, what, when, where, and how” requirement.

3. Functional-Equality Test for Arbitral Immunity

Rejecting the district court’s formalistic view, the Fifth Circuit reasoned that immunity hinges on function, not nomenclature. CIDREs:

are neutral,
decide specific monetary disputes,
issue binding awards, and
have no stake in the outcome.

These hallmarks track classic arbitration. Extending immunity forestalls retaliatory litigation, preserves independence, and aligns with nationwide consensus on arbitral immunity.

C. Potential Impact

The judgment’s ripple effects are substantial:

Litigation Gatekeeping. Providers nationwide will face a steep climb to obtain judicial relief, deterring routine challenges and channeling disputes back to the administrative track.
Predictability for Insurers. Affirmation of narrow review should stabilize actuarial planning around NSA reimbursement, encouraging prompt compliance.
CIDRE Participation. By shielding CIDREs, the Court assuages fears of liability that could otherwise chill participation and hamper the IDR infrastructure.
Uniform Interpretation. As one of the first circuits to squarely address these twin issues, the Fifth Circuit’s analysis is likely to be persuasive authority elsewhere, fostering a national uniformity absent Supreme Court guidance.
Legislative Signals. If Congress envisioned broader judicial oversight or CIDRE liability, statutory amendments will now be needed—a cue for potential future policy debate.

Complex Concepts Simplified

No Surprises Act (NSA) – 2022 federal statute shielding patients from “surprise” out-of-network bills and creating a back-end IDR process between providers and insurers.
Independent Dispute Resolution (IDR) – A baseball-style (winner-take-all) arbitration where each side submits a payment offer; the neutral picks one.
Certified IDR Entity (CIDRE) – The neutral decision-maker, akin to an arbitrator, certified by HHS, Treasury, and Labor.
Qualifying Payment Amount (QPA) – Statutory proxy for “fair market rate,” defined as the median in-network rate for a service in the geographic region.
Federal Arbitration Act (FAA) § 10(a) – Enumerates four exclusive grounds (corruption, fraud/undue means, arbitrator partiality, arbitrator overreach) for vacating arbitral awards.
Arbitral Immunity – Absolute immunity protecting arbitrators (and now CIDREs) from civil liability for acts within their adjudicatory role.
Rule 9(b) – Federal pleading rule requiring fraud to be pleaded with “particularity”—the “who, what, when, where, and how.”

Conclusion

Guardian Flight v. Aetna cements two doctrinal pillars in the emerging jurisprudence of the No Surprises Act: (1) judicial review of IDR awards is cabined to the FAA’s four grounds, and (2) CIDREs share the mantle of arbitral immunity. Together, these holdings preserve the IDR scheme’s efficiency, deter speculative litigation, and align the NSA with long-standing arbitration principles. Future challenges will now focus less on “re-litigating” payment valuations in court and more on meeting the high bar of intentional misconduct under FAA § 10(a). Unless Congress acts, providers must navigate the NSA primarily through the administrative lanes Congress paved, and CIDREs can adjudicate with confidence that they are shielded from collateral attack.