Filed 7/1/24 Salami v. Los Robles Regional Medical 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NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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has not been certified for publication or ordered published for purposes of rule 8.1115.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 ROBLES REGIONAL 

MEDICAL CENTER,

 Defendant and Respondent.

2d Civil No. B327348

(Super. Ct. No. 56-2021-

00560715-CU-BC-VTA)

(Ventura County)

Farzam Salami appeals from the trial court’s orders 

sustaining Los Robles Regional Medical Center’s demurrers to 

claims in his first and third amended complaints (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 claims in his FAC after finding 

that Los Robles’s emergency services fee (EMS fee) was for 

services that were “actually rendered,” and (2) sustained the 

demurrer to the unfair competition law (UCL; Bus. & Prof. Code, 

§ 17200 et seq.), Consumers Legal Remedies Act (CLRA; Civ. 
2

Code, § 1750 et seq.), and declaratory relief claims in his TAC 

after concluding that Los Robles had no duty to disclose its intent 

to charge an EMS fee. We affirm.

FACTUAL AND PROCEDURAL HISTORY1

On August 8, 2020, Salami received emergency services at 

Los Robles. Prior to receiving those services, Salami signed a 

conditions of admission contract (COA). Pursuant to the terms of 

the COA, Salami agreed to pay for the services “actually 

rendered” to him, as listed in the hospital’s chargemaster.2

Los Robles billed 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. Salami paid an unspecified portion of 

the discounted bill, allegedly including a portion of the EMS fee. 

He 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, challenging Los Robles’s practice 

of charging an EMS fee without his agreement. In his FAC, 

1 The facts are taken from Salami’s FAC and TAC, which 

we accept as true in reviewing the trial court’s orders 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 hospital to 

charge for services “actually rendered” to the patient. He further 

alleged that EMS fees “are not fees for services actually 

rendered,” but are instead fees that “cover [Los Robles’s] general 

operating, administrative, and overhead costs.” Salami

contended Los Robles was not permitted to charge EMS fees

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” COA by paying for 

services rendered nor did it allege that he was excused from 

paying for those services. Additionally, Los Robles 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 

cured by amendment. 

Salami requested leave to amend his 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 his request. In his TAC, Salami challenged Los Robles’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.” He alleged that Los 

Robles gave “no notification or warning” that it charges an EMS 

fee. He further alleged he was unaware of Los Robles’s intent to 

charge the fee; it was not disclosed on signage in the emergency 
4

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 sustained

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 judgment in Los Robles’s favor. 

DISCUSSION

Standard 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 

parts 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 

claims in his FAC because the EMS fee the hospital charged 

covered “general overhead, operational, and administrative costs” 

rather than services “actually rendered.” The 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.4th 
5

811, 821.) But here, Salami did not allege that he performed his

duties under the COA or was excused from doing so, nor did he 

allege that Los Robles failed to substantially perform its duties 

under the contract. Without these elements his breach of 

contract claim fails. The trial court therefore properly sustained 

the demurrer to that claim and the derivative declaratory relief 

claim in his FAC.

Demurrer to the TAC

Salami contends the trial court erred when it sustained Los 

Robles’s demurrer to his TAC because, under the UCL and 

CLRA, the hospital had a duty to disclose its EMS fee. Several 

recent cases have discussed this exact issue. Three, including 

two relied on by the trial court, have held 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 conclusion

(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 

believe 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., was 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 the 
6

charge description master on the hospital’s Internet Web site, or 

by making one written or electronic copy available at the hospital 

location’ [citation], 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 insurance, 

hospitals must provide written estimates of expected charges.” 

Emergency 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 one 

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 inquire 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 these provisions “ ‘require that 

hospitals post any signage or make any statement at the 

emergency department regarding the cost of emergency care,’ ” 

however. (Ibid.) 

The trial court properly sustained Los Robles’s demurrer to 

Salami’s TAC. As to the UCL claim, “state and federal 

governments have thoroughly considered patients’ 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 chargemaster.” (Moran, 

supra, 94 Cal.App.5th at p. 186, review granted.) Los Robles 

fully complied with this requirement. Salami’s challenge to the 

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.” (Ibid.) 

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 medical care.’ ” (Ibid.) 

We reach the same conclusion regarding Salami’s CLRA 

claim. The CLRA imposed on Los Robles no duty to disclose the 

EMS fee beyond including it in the chargemaster, and the 

hospital made no oral promise to further disclose the fee. 

(Moran, supra, 94 Cal.App.5th at p. 180, review granted.) The 

CLRA also did 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 information 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 costs 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, 

review 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 We 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

DISPOSITION

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.