United States District Court, D. New Jersey
N. QURAISHI, UNITED STATES MAGISTRATE JUDGE
matter comes before the Court upon Cross-Motion to File an
Amended Complaint by The Plastic Surgery Center, P.A.,
(Plaintiff). (See Pl.'s Notice of Cross Mot. 1,
ECF No. 18.) Oxford Health Insurance, Inc., (Defendant)
argues the motion should be denied because amending the
complaint would be futile. (Def.'s Reply Mem. in Support
of Its Mot. to Dismiss and in Opp'n to Pl.'s
Cross-Mot. 2, ECF 23.) For the reasons detailed within this
Opinion, the Court is convinced only that Plaintiff's
proposed amendments to Count 3 are clearly futile.
Accordingly, Plaintiff's Motion will be granted in part,
and denied only as to Count 3, its unjust enrichment claim.
Allegations and Procedural History
On October 30, 2017, Plaintiff filed a complaint against
Defendant in the Superior Court of New Jersey. (Notice of
Removal, Ex. A 4, ECF No. 1-1.) In that complaint, Plaintiff
alleged Defendant "contracted with [Plaintiff] to
provide [Defendant's insured] with abdominal wall
reconstruction surgery and related medical services ... and
to pay [Plaintiff] according to the usual and customary
prevailing rates [Plaintiff] receives for those
services." (Id. at 5, ¶ 7.) Plaintiff
asserted Defendant refused to fully pay surgery costs
incurred after the contract was made and refused to pay a
consultation fee incurred before the alleged contract.
(Id. at 5-6, ¶¶ 4-6, 8-10, 12-14.)
Plaintiff submitted Defendant's actions constituted a
breach of contract and unjust enrichment, (id. at 6,
¶¶ 16-22 (counts one and two)), and that Defendant
was estopped from denying its promise, (id. at 7,
¶¶ 23-26 (count three) (improperly identifying
removed the case from state court on February 23, 2018.
(Notice of Removal 6, ECF No. 1.) And on May 7, 2018,
Defendant moved pursuant to Fed.R.Civ.P. 12(b)(6) for an
order dismissing Plaintiff's Complaint, submitting that
the Complaint "fails to state a cause of
action...." (Notice of Mot. 1, ECF No. 10.)
Specifically, defendant argued (1) Plaintiff failed to plead
facts sufficient to establish the existence of a valid
contract, (Def.'s Mem. in Support of Its Mot. to Dismiss
6, ECF No. 10-3 (citing Hills v. Bank of Am.,
"No. 13-4960, 2014 U.S. Dist. LEXIS 89473, at
*10-12 (D.NJ. June 30, 2014))); (2) Plaintiffs unjust
enrichment claim fails to state a claim because
Defendant's alleged obligation was contractual and the
insured-not Defendant- received the benefit, (id. at
9 (citing Broad St. Surgical Ctr., LLC v. UnitedHealth
Grp., Inc., No. 11-2775 (JBS)(JS), 2012 U.S. Dist. LEXIS
30466, *21-23 (D.NJ. Mar. 6, 2012))); (3) Plaintiff's
promissory estoppel claim must fail because it is directed at
Aetna and Plaintiff failed to plead sufficient facts to
establish a clear and definite promise by Defendant,
(id. at 13 (citing Capers v. FedEx Ground,
No. 12-5352, 2012 U.S. Dist. LEXIS 78818, at *4-5 (D.NJ. June
6, 2012))); and (4), to the extent the claim for benefits is
governed by the Employee Retirement Income Security Act
(ERISA), Plaintiff's state law claims and claim for
damages must be dismissed as preempted, (id. at
14-15 (citing Pilot Life Ins. Co. v. Dedeaux, 481
U.S. 41, 47-48 (1987))).
response, Plaintiff moved to amend the pleadings. (Pl.'s
Mem. in Support of Its Cross-Mot. to Amend, ECF 17.)
Plaintiff's proposed Amended Complaint adds Oxford Health
Plans (NY), Inc., ("OHP") as a defendant and the
patient, K.S., as a plaintiff. (Pl.'s Am. Compl.
argues it should be granted leave to amend under Fed.R.Civ.P.
15(a) because there is no unfair prejudice to Defendant.
(Pl.'s Mem. in Support of Its Cross-Mot. to Amend 4.)
Defendant responds that leave to amend must be "denied
in all respects because the requested amendment would be
futile as a matter of law." (Def.'s Reply Mem. in
Support of Its Mot. to Dismiss and in Opp'n to Pl.'s
Cross-Mot. 2) For the ease of readability, the substance of
the parties' arguments will be detailed in section IV.
Standard for Amending Pleadings
15(a)(2) instructs courts to "freely give leave [to
amend] when justice so requires." Fed.R.Civ.P. 15.
Though within the discretion of the Court,
[i]n the absence of any apparent or declared reason-such as
undue delay, bad faith or dilatory motive on the part of the
movant, repeated failure to cure deficiencies by amendments
previously allowed, undue prejudice to the opposing party by
virtue of allowance of the amendment, futility of amendment,
etc.-the leave sought should, as the rules require, be
Foman v. Davis, 371 U.S. 178, 182 (1962). "[A]n
amendment would be futile when 'the complaint, as
amended, would fail to state a claim upon which relief could
be granted'"; that is, it would be subject to
dismissal. In re NAHC, Inc. Sec. Litig., 306 F.3d
1314, 1332 (3d Cir. 2002) (quoting In re Burlington Coat
Factory Sec. Litig., 114 F.3d 1410, 1434 (3d Cir.
1997)). "For a complaint to survive dismissal, it
'must contain sufficient factual matter, accepted as
true, to "state a claim to relief that is plausible on
its face.'"" Rosenzweig v. Transworld Sys.,
Inc., No. CV 16-227 (JMV), 2016 WL 5106995, at *2 (D.NJ.
Sept. 20, 2016) (quoting Ashcroft v. Iqbal, 556 U.S.
662 (2009)). "If a proposed amendment is not clearly
futile, then denial of leave to amend is improper."
Harrison Beverage Co. v. Dribeck Importers, Inc.,
133 F.R.D. 463, 468-69 (D.NJ. 1990) (quoting 6 Wright, Miller
& Kane, Federal Practice & Procedure § 1487 at
637-642 (2d ed. 1990)).
whether an amendment is futile "does not require the
parties to engage in the equivalent of substantive motion
practice upon the proposed new claim or defense; [it] does
require, however, that the newly asserted [claim] appear to
be sufficiently well-grounded in fact or law that it is not a
frivolous pursuit." Id. at 469.
Only the Proposed Amendments ...