Filed 7 / 1 / 24 Salami v. Los Robles Regional Medi c al Center CA2/6

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SIX

FARZAM SALAMI,

Plaintiff and Appellant,

v.

LOS ROB LES REGIONAL MEDICAL CENTER,

Defendant and Respondent. 2d Civil No. B327348 (Super. Ct. No. 56

- 2021

- 00560715

- CU

- BC

- VTA) (Ventura County)

Fa rzam Salami appeals from the trial court’s orders sustaining Los Robles Regional Medical Center’s demurrers to claims in his first and third amended complaint s (FAC and TAC, respectively) without granting leave to amend

. Salami contends the court erred when it: (1) sustained the demurrer to the breach
of contract and declaratory relief claim s in h is FAC after f inding
that Los Robles’s emergency services fee (EMS fee) was for
services that were “ actually rendered,” and (2) sustained the
demurrer to the u nfair c ompetition l aw (UCL ; Bus. & Prof. Code, § 17200 et seq. )

, Consumers Legal Remedies Act (CLRA ; Civ.2

Code, § 1750 et seq. )

, and declaratory relief claims in h is TAC after concluding that Los Robles had no duty to disclose its intent to charge an EMS fee

. We affirm

.

FACTUAL AND PROCEDURAL HISTORY 1 On August 8, 2020, Salami received emergency services at
Los Ro bles . Prior to receiving those services, Salami sign ed a conditions of admission contract (COA)

. Pursuant to the terms of
the COA , Salami agreed to pay for the services “ actually
rendered” to h im

, as listed in the hospital’s chargemaster. 2
Los Robles bil led Salami $31,565.90 for its services, a total
that included a “Level 5” EMS fee of $5,923.25. This fee was disclosed in the chargemaster. Los Robles later discounted
Salami’s bill to $3,156.59 . Sa l a m i paid a n unspecified portion of
the discounted bill

, allegedly including a portion of the EMS fee.
H e has not paid the remainder. Salami received emergency services at Los Robles again on October 5 and December 25, 2020. Los Robles again charged
EMS fees for each of these visits. Salami claims he would have sought less expensive treatment elsewhere had he known he would be charged these fees.
Salami sued Los Robles in December 2021 for breach of contract and declaratory relief, challeng ing Los Robles’s practice of charging an EMS fee without h is agreem ent

. In h is FAC,

1 The facts are taken from Salami’s FAC and TAC, which we accept as true in review ing the trial court’s order s sustaining Los Robles’s demurrers. ( Blank v. Kirwan (1985) 39 Cal.3d 311, 318 ( Blank ).)

2 A “chargemaster” is a hospital’s schedule of charges billed to a patient for a given item or service. (See Health & Saf. Code, § 1339.51, subd. (b)(1).)3

Salami alleged Los Robles’s COA only allowed the h ospital to charge for services “ actually rendered” to the patient. H e further alleged that EMS f

ees “are not fees for services actually rendered,” but are instead fees that “ cover [Los Ro bles’s] general operating, administrative, and overhead costs.” Salami
contend ed Los Robles was not permitted to charge EMS f ees under the terms of the COA

. Los Robles demurred to the FAC. The trial court sustained
the demurrer, finding that the FAC did not state a breach of contract claim because it neither alleged “ that Salami ha [d] substantially performed [his] part of the ” C OA by paying for
services rendered nor did it allege that he was excused from paying for those services . Additionally, Los Robl es substantially performed its duties by providing Salami with emergency services, triggering the requirement that he pay in full

— something he had not done. Both the breach of contract claim and the derivative declaratory relief claim thus could not be

cu red by amendment. Salami requested leave to amend h is complaint to assert causes of action for violations of the UCL and CLRA and a

non

- contract

- based declaratory relief claim

. The trial court granted h is request. In h is TAC, Salami challenged Los Roble s ’s “practice of charging emergency care patients a separate [EMS fee] without any notification of its intent [] to charge a prospective emergency room patient such a [f] ee

. . . and without any agreement to pay for such separate [f] ee.” H e alleged that Lo s Robles gave “no notification or warning ” that it charges a n EMS
fee. H e further alleged he was unaware of Los Robles’s intent to charge the fee ; it was not disclosed o n signage in the emergency4

room, during the registration process, in the COA he signed , or in any other manner . And at no point did Salami agree to pay it.
Los Robles demurred to the TAC

. The trial court sustai ned
the demurrer without granting Salami leave to amend as to all
three causes of action , finding that Los Robles had no duty to disclose the EMS fees before treating Salami in the emergency

room

. (Citing Saini v. Sutter Health (2022) 80 Cal.App.5th 1054 ( Saini ) and Gray v. Dignity Health (2021) 70 Cal.App.5th 225 ( Gray ).) It entered j udgment in Los Robles’s favor

. DISCUSSION
St andard of review
When the trial court sustains a demurrer, we independently determine whether the plaintiff ’ s complaint states
a cause of action. ( Blank

, supra , 39 Cal.3d at p. 318.) We reasonably interpret the complaint, “reading it as a whole and its

p arts in their context.” ( Ibid .) When the court denies leave to amend, we decide whether the plaintiff has shown a “reasonable possibility” that the defects in the complaint can be cured by
amendment. ( Ibid .) The burden of proving such a possibility is “squarely on the plaintiff.” ( Ibid .)
Demurrer to the FAC
Salami contends the trial court erred when it sustained Los
Robles’s demurrer to the breach of contract and declaratory relief
claim s in h is FAC because the EMS fee the hospital charged

c overed “ge neral overhead, operational, and administrative costs”
rather than services “actually rendered.” T he elements of a
breach of contract claim are: “ (1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3)
defendant’s breach, and (4) the resulting damages to the plaintiff.” ( Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th5

811, 821.) But h ere, Salami did not allege that he performed h is duties under the COA or was excused from doing so, nor did he

a llege that Los R obles failed to substantially perform its duties
under the contract. Without these elements h is breach of contract claim fails. The trial court therefore properly sustained the demurrer to that claim and the derivative declaratory relief
claim in h is FAC

. Demurrer to the TAC
Salami contends the trial court erred when it sustained Los
Robles’s demurrer to h is TAC because, under the UCL and CLRA, the hospital had a duty to disclose its EMS fee. Several

recent cases have discussed th is exact issue. Three

, including two relied on by the trial court, have hel d that no such duty exists (see Moran v. Prime Healthcare Management, Inc. (2023) 94 Cal.App.5th 166, review granted Nov. 1, 2023, S281746 ( Moran ) ; Saini

, supra , 80 Cal.App.5th 1054; Gray

, supra , 70
Cal. App.5th 225), while two have reached the opposite conclu sion (see Naranjo v. Doctors Medical Center of Modesto, Inc. (2023) 90 Cal.App.5th 1193, review granted July 26, 2023, S280374; Torres v. Adventist Health System/West (2022) 77 Cal.App.5th 500). We
b elieve Moran

, Saini , and Gray were correctly decided

, and respectfully disagree with Naranjo and Torres

. As the Moran court explained : “The Payers’ Bill of Rights, effective July 1, 2004, and codified at [Health & Safety Code]
section 1339.50 et seq. , wa s adopted to ‘provide patients, health plans[,] and health care purchasers with more information about charges for hospital care.’ ” ( Moran

, supra , 94 Cal.App.5th at p. 175, review granted.) “As adopted, hospitals were required to[:] (1) ‘make a written or electronic copy of its charge description master available, either by posting an electronic copy of the6

charge description master on the hospital’s Internet Web site, or by making one written or electronic copy available at the hospital location’ [citat ion], and (2) ‘post a clear and conspicuous notice in its emergency department, if any, in its admissions office, and in its billing office that informs patients that the hospital’s charge description master is available.’ ” ( Ibid. ) “The Payers’ Bill of Rights [also] included other requirements in furtherance of its goal of price transparency.” ( Moran

, supra , 94 Cal.App.5th at p. 176, review granted.) For example, “hospitals were . . . required to file their chargemasters annually with the Office of Statewide Health Planning and Development (OSHPD), and to list their 25 most common outpatient procedures and the average prices with OSHPD, which publishes that information on its website.” ( Ibid. ) “Additionally, at the request of a person without insur ance, hospitals must provide written estimates of expected charges .”
E mergency services are excepted from the Payers’ Bill of Rights estimate requirement, however. ( Moran , at p. 176. ) This exception “reflects a careful balancing of transparency on the o ne hand and not discouraging uninsured patients from seeking necessary emergency care on the other.” ( Ibid. )

“ [F] ederal law applicable to hospitals participating in
Medicare

. . . [similarly] prohibits delaying treatment of an emergency room patient to i nquire about payment or insurance coverage.” ( Moran

, supra , 94 Cal.App.5th at p. 176, review granted.) It “ also requires tax

- exempt hospitals to have policies that prohibit ‘the hospital facility from engaging in actions that discourage individuals from seeking emergency medical care, such as by demanding that emergency department patients pay before receiving treatment for emergency medical conditions.’7

[Citation.]” ( Ibid. ) None of t hese provisions “ ‘require that hospitals post any signage or make an y statement at the emergency department regarding the cost of emergency care,’ ” however. ( Ibid. )
T he trial court properly sustained Los Robles’s demurrer to
Salami’s TAC

. As to the UCL claim, “s tate and federal governments have thoroughly considered pa tients’ need [s] for price transparency about hospital charges ” and have concluded
that “ [a] hospital’s duty to list, post, write down, or discuss fees it may or may not charge an emergency room patient starts and ends with its duty to list prices in the ch argemaster .” ( Moran

, supra , 94 Cal.App.5th at p. 1 86 , review granted.) Los Robles fully complied with th is requirement

. Salami’s challenge to t he hospital’s “ policy of not providing additional signage or other warnings about the EMS fee [thus] does not state a claim for unfair, unlawful, or fraudulent conduct within the UCL.” ( I bi d. ) Concluding otherwise would be “ ‘at odds with the spirit, if not the letter, of the hospital’s statutory and regulatory obligations with respect to providing emergency med ical care.’ ” ( I bi d

. ) We reach the same conclusion regarding Salami’s CLRA
claim. The CLRA impose d on Los Robles n o duty to disclose the
EMS fe e beyond including it in the chargemaster

, and the hospital ma d e no oral promise to further disclose the fee

. ( Moran

, supra , 94 Cal.App.5th at p. 1 80 , review granted .) The
CLRA also d id not require Los Robles “ ‘ to disclose the EMS [f]ee by posting additional signage in its emergency rooms.’ ” ( Moran

, at p. 183.) “ ‘There [was thus ] no withholding of informat ion that is provided on the hospital’s chargemaster.’ ” ( Id. at p. 187
, alterations omitted .)8 Salami complains that this conclusion implies a “safe
harbor” for Los Robles’s failure to disclose the EMS fee in signage beyond the chargemaster . We disagree

. Concluding that the hospital had no duty to post additional signage alerting patients
to the EMS fee

— and that doing so “ would interfere with the statutory and regulatory requirements that hospitals provide emergency care without first addressing the cos ts for care or the patient’s ability to pay”

— is different than implying a safe harbor. ( Saini

, supra , 80 Cal.App.5th at p. 1065; see also Moran

, supra , 94 Cal.App.5th at p. 184 , review granted .)

“ [T] he California Legislature, the United States Congress, and numerous rulemaking bodies have already decided what pricing information to make available in a hospital’s emergency

room. Just as importantly, they have decided what not to include in those requirements .” ( Moran

, supra , 94 Cal.App.5th at p. 186,

re view granted .) It is not up to this court to disturb the balance
rulemakers have struck. The trial court correctly sustained Los
Robles’s demurrer to Salami’s TAC. 3

3 W e deny Los Robles’s request to take judicial notice of its chargemaster and list of charges for its most common outpatient procedures, filed January 26, 2024, because it is not necessary for our resolution of this appeal. ( Soukup v. Law Offices of Herbert Hafif (2006) 39 Cal.4th 260, 295, fn. 21.) Los Robles’s motion for leave to file a supplemental brief and its request to take judicial notice of an online press release from the Office of the Attorney General

, both lodged June 5, 2024, are also denied. ( Ibid. )9 DI SPOSITION
The judgment is affirmed. Los Robles shall recover its costs on appeal.
NOT TO BE PUBLISHED.

BALTODANO, J.

We concur:

YEGAN, Acting P. J.

CODY, J.Matthew P. Guasco, Judge

Superior Court County of Ventura

______________________________ Carpenter Law, Gretchen Carpenter; Law Office of Barry Kramer and Barry L. Kramer for Plaintiff and Appellant. King & Spalding, Glenn Solomon, Paul R. Johnson, Amanda L. Hayes

- Kibreab and Ariana E. Fuller for Defendant and Respondent.