[9000.040/5426854/1] SHAPIRO, BLASI, WASSERMAN & HERMANN, P.A.

ATTORNEYS FOR PLAINTIFF

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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO: 0:22-CV-61828

VANGUARD PLASTIC SURGERY, PLLC, 

d/b/a VANGUARD AESTHETIC AND 

PLASTIC SURGERY, a Florida professional 

limited liability company, 

Plaintiff,

vs.

CIGNA HEALTH AND LIFE INSURANCE

COMPANY, a foreign corporation,

Defendant.

________________________________________/

COMPLAINT AND DEMAND FOR JURY TRIAL

Plaintiff, Vanguard Plastic Surgery, PLLC, d/b/a Vanguard Aesthetic & Plastic Surgery

(“Plaintiff”), sues Defendant, Cigna Health and Life Insurance Company (“Defendant”), and 

alleges as follows:

NATURE OF ACTION

1. This action arises under Florida state law in connection with Defendant’s failure to 

pay all amounts due and owing to Plaintiff for medical services rendered to patient, S.S.

(“Patient”), who was at all material times a member of a group health insurance policy issued 

and/or administered by Defendant (the “Policy”).

2. Plaintiff provided medically necessary services to Patient consisting of two 

extensive, complex surgical procedures relating to a traumatic boating accident in which the boat 

on which Patient was travelling exploded, causing Patient to suffer significant injuries, including 

traumatic amputations of her extremities, and develop associated complications, including renal 

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failure and rhabdomyolysis (a medical condition that can be fatal or result in permanent disability). 

3. Due to Patient requiring guillotine amputations for her traumatic injuries and 

significant treatment as a result of Patient being grossly unhealthy given the nature of Patient’s 

injuries at the time Patient presented to Broward Health Medical Center (“BHMC”), Patient 

required multiple surgical interventions by multiple different specialists to relieve or eliminate the 

conditions for which Patient first presented for treatment and/or those that developed during the 

course of Patient’s treatment

4. The surgical procedures Plaintiff’s specialists performed on Patient included: (1) 

extensive excisional debridement on Patient’s right and left legs, removal of unhealthy medical 

gastroc muscle on Patient’s left leg, and readvancement of the gastroc muscles and application of 

VAC dressings on both the right and left legs; and (2) extensive excisional debridement, 

advancement and rotation of muscles and muscles flaps, and split-thickness skin grafting on 

Patient’s right leg, left leg, and left arm; local tissue rearrangement and application of VAC 

dressings on Patient’s right and left legs; and other related procedures (collectively, the 

“Surgeries”). 

5. Plaintiff is not attempting to stand in the shoes of Patient and does not seek to 

enforce any rights under any health insurance policy issued, operated, and/or administered by 

Defendant. Rather, Plaintiff is asserting independent claims under Florida state law: (a) for breach 

of an express written contract (i.e., the TRPN Agreement, as defined below), pursuant to which

Defendant agreed to pay Plaintiff directly for such services at a discounted rate (i.e., the TRPN 

Network Savings Rate, as defined below); and (b) in the alternative, for promissory estoppel, 

breach of implied-in-fact contracts, and unjust enrichment, pursuant to which Defendant is 

obligated to reimburse Plaintiff for the reasonable fair market value of such services.

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PARTIES

6. Plaintiff is a Florida professional limited liability company with its principal place 

of business located in Broward County, Florida, and is sui juris in all respects. 

7. Upon information and belief, Defendant is a foreign for-profit corporation with its 

principal place of business located in Bloomfield, Connecticut, and is sui juris in all respects. 

JURISDICTION AND VENUE

8. This Court possesses original jurisdiction pursuant to 28 U.S.C. § 1332, as the 

parties are diverse and the amount in controversy exceeds $75,000, exclusive of costs and interest. 

9. Venue is proper in this District pursuant to 28 U.S.C. § 1391(b) because: (a) a 

substantial part of the events or omissions giving rise to this action occurred in this jurisdiction, 

the subject medical procedures were provided in this jurisdiction, and Defendant’s underpayment 

of the associated claims unfolded in this jurisdiction, and (b) this Court has personal jurisdiction 

due to Defendant’s minimum contacts in this forum. 

GENERAL ALLEGATIONS

10. Plaintiff, through its physicians, provides medical services, including emergency 

services and care, reconstruction services, and other surgical services, to patients in Broward 

County, Florida, including at BHMC.

11. Plaintiff’s physicians are licensed medical doctors practicing in the State of Florida.

12. Plaintiff’s physicians are board-certified plastic surgeons who perform skin grafts, 

flap procedures, microsurgeries, and other surgical services that allow for complex repair of human 

tissue after trauma, cancer, or congenital defects. 

13. Upon information and belief, Plaintiff’s physicians, who are fellowship-trained and 

who specialize in microsurgery, are the only plastic surgeons at BHMC with those qualifications.

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14. At all material times, Defendant was authorized to and engaged in the business of 

selling insurance, administering insurance, and/or deciding and paying insurance claims (i.e., 

claim administration) throughout the State of Florida, including Broward County, Florida. 

15. Upon information and belief, at all material times, Defendant was the claims 

administrator of the Policy, responsible for administering and/or paying claims for medical 

services provided to Patient. 

16. At all material times, Defendant collected premiums, fees, and/or other forms of 

compensation in return for agreeing to properly reimburse providers (like and including Plaintiff) 

that render medical services to Patient and Defendant’s other members. 

17. In exchange for premiums, fees, and/or other forms of compensation, Defendant is 

obligated to pay for the covered medical services received by Patient and Defendant’s other 

members.

18. Upon information and belief, BHMC is and was at all material times “in-network”

with Defendant. 

19. Managed care organizations, like and including Defendant, are required to maintain 

an adequate number and type of providers within their networks to ensure that their members have 

access to and receive medically necessary without unreasonable delay or burden.

20. To ensure that Patient and Defendant’s other members can access and receive 

medical care without unreasonable delay or burden, Defendant: (a) maintains a network of 

healthcare providers and medical facilities that provide medical services to Defendant’s members

(commonly referred to as “in-network” medical providers/medical facilities); and (b) has entered 

into separate contractual relationships with medical providers that were not “in-network” with 

Defendant—especially those “out-of-network” providers (like and including Plaintiff) that provide 

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complex medically necessary treatments at “in-network” facilities (like and including BHMC) —

through supplemental “shared savings” networks (like and including the Three Rivers Provider 

Network).

The TRPN Network Savings Agreement and the Parties’ Course of Dealings

21. At all material times, Plaintiff was a provider in network savings programs (i.e., 

shared savings networks), including the Three Rivers Provider Network (“TRPN”).1

22. On or about July 1, 2015, Plaintiff and Defendant, through Defendant’s duly 

authorized agent, TRPN, entered into a contract setting forth Plaintiff’s and Defendant’s rights and 

obligations relating to the parties’ participation in TRPN (the “Network Savings Agreement”). 

23. The Network Savings Agreement provides that “TRPN contracts with insurance 

companies, third party administrators, health plans, individuals and entities that directly or 

indirectly access TRPN contracted providers for covered services,” which it refers to as “Clients”

(each, a “TRPN Client”). 

24. TRPN disclosed and otherwise provided Plaintiff with a list of all TRPN Clients 

(the “Payer List”) that agreed to participate in TRPN and/or subject themselves to the terms of the 

Network Savings Agreement. 

25. At all material times, Defendant was specifically identified in the Payer List as 

being a TRPN Client that had: (a) contracted with TRPN for the purpose of directly or indirectly 

accessing Plaintiff to provide “covered services” to Patient and Defendant’s other members; (b) 

retained TRPN as Defendant’s billing intermediary to negotiate a reasonable reimbursement rate 

for all medically necessary services provided by Plaintiff; (c) expressly agreed to participate in 

1 These are also referred to as “rental networks,” “medical discount networks,” “repricing 

agreements,” and various other names. 

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TRPN; and/or (d) agreed to be subject to and otherwise bound by the terms of the Network Savings 

Agreement.

26. At all material times, Defendant, through TRPN: (a) procured discounted rates from 

Plaintiff on Defendant’s behalf; (b) obtained the right for Defendant the right to access Plaintiff at 

a negotiated, discounted rate of reimbursement for all medically necessary services Plaintiff 

provided to Patient; (c) allowed Defendant to meet its statutory obligations to provide coverage 

for emergency medical services; and/or (d) allowed Patient to avoid being subject to balance billing 

for the services that Plaintiff provided to Patient. 

27. Moreover, TRPN advertises and otherwise represents that it is “a billing 

intermediary tasked with negotiating a reasonable reimbursement rate between the payer and the 

provider, all while protecting the patient from balance billing.” See https://trpnppo.com (last 

visited Sept. 26, 2022). 

28. TRPN also represents that it “partners” with TRPN Clients (like and including

Defendant) on its website. See https://trpnppo.com/about-us (last visited Sept. 26, 2022) (“Contact 

TRPN and let us demonstrate to you how we will partner with your company and bridge the 

administrative gap between Healthcare Payers and Providers. You will get access to the largest, 

most comprehensive provider network in the nation.”) (emphasis added). 

29. Accordingly, TRPN was an agent for Defendant and entered into the Network 

Savings Agreement on Defendant’s behalf and with Defendant’s authority.

30. At all material times, Plaintiff reasonably believed that TRPN had authority to act 

as Defendant’s agent in negotiating and entering into the Network Savings Agreement on behalf 

of Defendant. 

31. TRPN notified Plaintiff that, at all material times, Defendant was and is a disclosed 

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principal to the Network Savings Agreement. Additionally, or in the alternative, the disclosure of 

Defendant as a “TRPN Client” subject to the Network Savings Agreement expressed an intent by 

the parties to the Network Savings Agreement that said contract would confer a primary and direct 

benefit upon Defendant. 

32. Pursuant to its participation in TRPN and/or Network Savings Agreement, each 

TRPN Client (like and including Defendant) agreed to pay certain “out-of-network” medical 

providers (like and including Plaintiff) for any “covered services” provided to members enrolled 

under an insurance policy issued and/or administered by said TRPN Client (like and including 

Patient) at a seven percent (7%) discount for all billed charges, less any applicable patient 

responsibility amounts such as co-payments, co-insurance, or deductibles (the “TRPN Network 

Savings Rate”). 

33. Pursuant to TRPN, the term “covered services” includes all services that are 

medically necessary.

34. Through TRPN, Defendant inured a direct benefit by securing discounted rates 

from Plaintiff and other providers for medical services provided to Patient and its other members. 

35. In exchange, Plaintiff agreed not to balance bill any members enrolled under an 

insurance policy issued and/or administered by said TRPN Client (like and including Patient). 

36. Accordingly, Defendant agreed to pay (and Plaintiff agreed to accept payment) for 

any medically necessary services that Plaintiff provided to Patient at the TRPN Network Savings 

Rate. 

37. In other words, Defendant agreed to pay Plaintiff 93% of all billed charges for all 

medically necessary services provided to Patient, including the Surgeries. 

38. Subsequently, Plaintiff and Defendant established a course of dealings whereby: (a)

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Defendant reimbursed Plaintiff at the TRPN Network Savings Rate for medically necessary 

services that Plaintiff provided to other of Defendant’s members similar to the services Plaintiff 

provided to Patient in this case; and/or (b) Defendant attempted to negotiate an even lower reduced 

reimbursement amount based on the fair market or reasonable value of such services.

39. Further, Patient’s member ID card, issued by Defendant, indicates that Defendant 

recognizes network savings programs, like TRPN, for services provided to Patient.

40. As such, Plaintiff performed the Surgeries with the understanding and expectation 

that Defendant would reimburse Plaintiff for the Surgeries at rates equal to the TRPN Network 

Savings Rate or, at a minimum, at the reasonable, fair market value for such services.

41. Defendant therefore agreed and is obligated to reimburse Plaintiff for the Claims at 

93% of the billed charges (i.e., the TRPN Network Savings Rate) pursuant to the Network Savings 

Agreement and/or the parties’ participation in TRPN. Alternatively, Defendant is obligated to pay 

Plaintiff under the parties’ implied contracts and the doctrine of quantum meruit the reasonable 

fair market value of the services rendered.

42. Instead, as alleged further below, Defendant improperly failed to pay Plaintiff at 

either the TRPN Network Savings Rate or the reasonable fair market value for the services 

provided as part of the Surgeries.

Initial Emergency Evaluation and Treatment

43. In or around July 2018, Patient was involved in traumatic boat accident while in 

the Bahamas, in which the boat on which Patient was travelling exploded and caused Patient to 

suffer significant injuries, including the partial traumatic amputation of her extremities and 

associated complications, including renal failure and rhabdomyolysis (i.e., a breakdown of muscle 

tissue that releases damaging proteins and electrolytes into the blood). 

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44. Patient was transported to BHMC, located in Fort Lauderdale, Florida, where 

Patient presented to the BHMC emergency department with post double leg amputations, 

rhabdomyolysis, and renal failure, which conditions manifested themselves by acute symptoms of 

sufficient severity such that the absence of immediate medical attention could reasonably have 

been expected to result in serious jeopardy to Patient’s health, serious impairment to Patient’s 

bodily functions, and/or serious dysfunction of Patient’s bodily organ(s) or part(s). 

45. Plaintiff’s physician was contacted as the on-call surgeon for care at BHMC after 

Patient first presented to the BHMC emergency department.

46. At that time, Plaintiff’s physician, in conjunction with other treating physicians at 

BHMC, determined that Patient suffered from emergency medical conditions, and that Patient 

required immediate medical attention to treat those conditions.

47. Accordingly, Patient was admitted to the intensive care unit at BHMC through the 

emergency department for additional intervention and treatment.

48. Upon information and belief, with full knowledge of the circumstances, Defendant: 

(i) approved of Patient’s admission to BHMC in or around July 2018 for the treatment of Patient’s 

medical conditions; (ii) approved of the provision of medical services to Patient by providers like 

Plaintiff during said hospital admission; and (c) agreed to pay Plaintiff the fair market value for 

such services. 

49. As a result of Patient’s traumatic injuries, Patient underwent guillotine amputations 

of both legs, and attempts were made to treat Patient’s other associated conditions as necessary 

before any attempt could be made for Patient’s wound closures, which services were performed 

on an emergency or urgent basis but in a staged fashion.

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July 12, 2018 Surgery (“First Surgery”)

50. On or about July 12, 2018, Plaintiff, through its physicians, provided medically 

necessary services to Patient at BHMC, which services consisted of a complex surgery that was 

necessary to relieve or eliminate the medical conditions for which Patient initially sought treatment 

at BHMC and/or those that developed subsequent to Patient’s admission to BHMC, including: (a) 

excisional debridement through the skin, tissue, and bone, removal of unhealthy medial gastroc 

muscle, and readvancement of gastroc muscle flap for coverage of Patient’s distal tibia on Patient’s 

left leg; (b) excisional debridement through the skin and subcutaneous tissue with a lateral gastroc 

advancement flap for attempted coverage of Patient’s open tibia on Patient’s right leg; 

(c) application of VAC dressings bilaterally; and (d) other related procedures (the “First Surgery”). 

July 16, 2018 Surgery (“Second Surgery”)

51. After the First Surgery, Patient’s condition remained unstable due in part to the 

severe nature of Patient’s traumatic injuries and associated complications; Patient continued to 

suffer from, among other things, an open fasciotomy wound of the left arm and complex wounds 

of the right and left leg, including exposed neurovascular bundles and necrotic muscle; and Patient 

remained sedated due to the severity and nature of Patient’s injuries, which conditions manifested 

themselves by acute symptoms of sufficient severity such that the absence of immediate medical 

attention could reasonably have been expected to result in serious jeopardy to Patient’s health, 

serious impairment to Patient’s bodily functions, and/or serious dysfunction of Patient’s bodily 

organ(s) or part(s).

52. Accordingly, on or about July 16, 2018, Patient was returned to the operating room 

at BHMC on an emergency or urgent basis to address the conditions that developed and/or 

persisted subsequent to the First Surgery.

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53. On or about July 16, 2018, Plaintiff, through its physicians, provided medically 

necessary services to Patient at BHMC, which services consisted of a complex surgery that was 

necessary to relieve or eliminate the medical conditions for which Patient initially sought treatment 

at BHMC and/or those that developed subsequent to Patient’s admission to BHMC, including: 

(a) posterior incision detachment and advancement of medial and lateral gastroc muscles, local 

tissue rearrangement measuring 15 cm x 20 cm with complete circumferential soft tissue stripping, 

advancement of posterior portion of Patient’s calf, excisional debridement through the skin and 

subcutaneous tissue down to the bone, split thickness skin grafting measuring 15 cm x 15 cm, and

application of a VAC dressing on Patient’s right leg; (b) excisional debridement through the skin, 

subcutaneous tissue, fascia, and muscle, medial gastroc rotation, local tissue rearrangement of the 

medial leg with a rhomboid flap measuring 8 cm x 5 cm, split thickness skin grafting measuring 

15 cm x 20 cm, and application of a VAC dressing on Patient’s left leg; (c) excisional debridement 

through the skin, subcutaneous tissue, and muscle, rotation of muscle flap for coverage of Patient’s 

ulnar fracture, and split-thickness skin grafting of Patient’s left arm; and (d) other related 

procedures (the “Second Surgery,” and together with the First Surgery, the “Surgeries”). 

Defendant’s Underpayment of the Claims

54. Plaintiff submitted claims for reimbursement to Defendant for the services Plaintiff 

provided to Patient as part of the Surgeries (collectively, the “Claims”).

55. Plaintiff’s charges for the medically necessary services it provided as part of the

First Surgery totaled $85,261.00. Defendant paid only $2,465.28 to Plaintiff for those services.

56. Plaintiff’s charges for the medically necessary services it provided as part of the

Second Surgery totaled $159,829.00. Defendant paid only $4,552.95 to Plaintiff for those services.

57. Accordingly, Plaintiff’s total charges for the services underlying the Claims total 

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$245,090.00. 

58. To date, Defendant has paid Plaintiff a total of $7,018.23 on the Claims, 

representing only 2.9% of Plaintiff’s total charges for the services at issue. 

59. In connection with such payments, Defendant issued remittance notices to Plaintiff 

in Fort Lauderdale, Florida, and made the foregoing payments to Plaintiff through interstate wire. 

60. In those remittance notices, Defendant included remarks such as: “Health care 

professional: patient is not liable for this additional amount if you accept the established 

reimbursement schedule allowed amount shown. Call Zelis...before billing the patient more than 

the amount shown as patient liability.”

61. Upon information and belief, Zelis Healthcare, Inc. (“Zelis”) is a repricing 

company that provides supplemental networks to payers like Defendant, and Zelis is Defendant’s 

agent duly authorized to negotiate and/or otherwise determine payment amounts due to out-ofnetwork providers (like Plaintiff) when Defendant initially underpays claim submitted by those 

providers. 

62. Notwithstanding the terms of the Network Savings Agreement, Defendant, through 

companies like Zelis, attempts to coerce out-of-network providers (like Plaintiff) to accept drastic 

underpayments on their claims and to waive any further rights to seek additional payment, so that 

Zelis and/or Defendant can “skim” a percentage of the “savings” on such claims to retain for 

themselves, thus obtaining a direct benefit from the entire transaction. 

63. In or around October 2018, Defendant advised Plaintiff that the Claims were 

“enhanced” to an “in-network” level because Patient was admitted through the BHMC emergency

department and the Surgeries were performed on an urgent or emergency basis, and Defendant 

directed Plaintiff to contact Zelis concerning payment on the Claims. 

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64. At Defendant’s request, Plaintiff contacted Zelis in or around November 2018, at 

which time Zelis also informed Plaintiff that the Claims would be “enhanced” to an in-network 

level by Defendant. 

65. By utilizing Zelis to administer the Claims, Defendant implicitly acknowledged it 

was appropriate to look outside the Policy in administering those Claims, either through TRPN, 

the “enhancement” of Plaintiff to an in-network level, or otherwise.

66. Notwithstanding Defendant’s and Zelis’s representations, no “enhancement” was 

made on the Claims.

67. Defendant further included remarks on the remittance documents for the Claims 

with directions for Patient to “call [Defendant] if billed more than the ‘what I owe’ amount” by 

Plaintiff. The only basis for this representation would be an agreement between Plaintiff and 

Defendant pursuant to which Plaintiff agreed not to balance bill Patient, as there is no other 

agreement limiting Plaintiff’s ability to balance bill the Patient.

68. Indeed, after Defendant’s initial underpayment on the Claims, Defendant advised 

Plaintiff’s representatives that Defendant would agree to reprocess the Claims correctly and on an 

expedited basis if Plaintiff provided a “patient statement” indicating what Patient’s responsibility 

would have been if Patient were balance billed on the Claims. 

69. In turn, Plaintiff provided Defendant with said “patient statement” indicating that

Patient would be responsible for over $238,000.00 as a balance bill on the Claims if Plaintiff were 

to balance bill Patient; however, Defendant still refused to reprocess the Claims correctly.

70. Plaintiff performed the Surgeries, and submitted the Claims, with the understanding 

and expectation that Defendant would reimburse Plaintiff for the services provided to Patient at 

the TRPN Network Savings Rate or, in the alternative, at the reasonable fair market value of such

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services. 

71. Plaintiff’s understanding and expectation in this regard was based upon, among 

other things: (a) negotiations regarding the proposed terms of the Network Savings Agreement; 

(b) Defendant’s promise (through its authorized agent, TRPN) to reimburse Plaintiff for “covered 

services” (i.e., medical necessary services) that it provides to Patient and other of Defendant’s

members at the TRPN Network Savings Rate; (c) Defendant’s course of dealings with Plaintiff, 

whereby Defendant agreed to and in fact did reimburse Plaintiff at the TRPN Network Savings 

Rate or, alternatively, at the fair market or reasonable value, for similar services provided to 

Defendant’s other members; (d) Defendant’s obligation to ensure that Patient and Defendant’s 

other members could access and receive medically necessary care from providers without 

unreasonable delay or burden; (e) representations by Defendant (directly and/or through its agent, 

Zelis) that Defendant would “enhance” the Claims to an in-network level; ) (f) verbiage contained 

in the remittance notices issued by Defendant to Plaintiff in connection with processing the Claims 

that directed Patient not to balance bill Patient; (f) verbiage contained in the remittance notices 

issued by Defendant to Patient advising Patient to contact Defendant if Patient was balance billed 

on the Claims; and/or (g) Defendant’s adjudication of the Claims, which determined that the 

services underlying the Claims were “covered services” (i.e., medically necessary). 

72. At all material times, Defendant was and is aware that Plaintiff provided medical 

services to Patient and billed Defendant for same with the expectation and understanding that its 

services had been approved by Defendant and that it would be reimbursed by Defendant at rates 

reflecting the TRPN Network Savings Rate applicable to the services provided to Patient, or 

alternatively, at rates reflecting the fair market or reasonable value of such services.

73. Defendant ultimately adjudicated the Claims and determined that the services 

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underlying the Claims were covered (i.e., medically necessary) services. 

74. After adjudicating the Claims, Defendant provided coverage and paid for the 

Claims, albeit at rates: (a) below Plaintiff’s billed charges; (b) below the TRPN Network Savings 

Rate; (c) below “enhanced” in-network levels; and/or and (d) below the reasonable fair market 

value for the services underlying the Claims. 

75. The rates at which Defendant paid Plaintiff are less than the rates Plaintiff received 

during the same time period from other, similar managed care organizations for similar services 

provided in the same community. 

76. The difference between the amounts Defendant paid and Plaintiff’s billed charges 

totals $238,071.77.

77. All necessary conditions precedent to Plaintiff bringing this action have occurred 

or were performed, excused, and/or waived. 

COUNT I

Breach of Express Contract – Network Savings Agreement

Alternative to Remaining Counts

78. Plaintiff re-alleges and incorporates by reference paragraphs 1 through 77 above. 

79. This is an action for monetary damages against Defendant for its breach of the 

Network Savings Agreement. 

80. As set forth in detail above, with full knowledge and intent, the parties duly 

negotiated and entered into the Network Savings Agreement.

81. Pursuant to the Network Savings Agreement, Defendant promised and was, at all 

material times, contractually obligated to reimburse Plaintiff for the medical services that it 

provided to Patient as part of the Surgeries at the TRPN Network Savings Rate (i.e., 93% of 

Plaintiff’s billed charges). 

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82. Plaintiff did, in fact, provide medically necessary services to Patient as part of the 

Surgeries and submitted the Claims to Defendant with the understanding and expectation that 

Defendant would reimburse Plaintiff for such services at the TRPN Network Savings Rate. 

83. Plaintiff fully performed in accordance with the terms of the Network Savings 

Agreement.

84. As set forth in detail above, however, Defendant materially breached the Network 

Savings Agreement by failing and/or refusing to fully pay Plaintiff for all services that Plaintiff 

provided as part of the Surgeries at the TRPN Network Savings Rate. 

85. Defendant has refused to cure and/or remedy the foregoing breach, although duly 

demanded.

86. As a direct and proximate result of Defendant’s breach of the Network Savings 

Agreement, Plaintiff has been damaged. 

WHEREFORE, Plaintiff prays that this Court enter a judgment against Defendant 

and in favor of Plaintiff for all direct, incidental, and consequential damages; costs; all applicable

interest; and for such other and further relief that this Court may deem just and proper. 

COUNT II

Breach of Implied-in-Fact Contract – Network Savings Agreement

Alternative to Remaining Counts

87. Plaintiff re-alleges and incorporates by reference paragraphs 1 through 21, 24 

through 28, and 32 through 77 above.

88. This Count II is plead in the alternative to all remaining counts. 

89. At all material times, Defendant defined “participating providers” to include both 

“in-network” providers with which Defendant has a direct contractual relationships and providers 

that are “out-of-network” with Defendant but with which Defendant has an indirect contractual 

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relationship, i.e., providers who participate in network savings programs like and including TRPN. 

90. At all material times, Plaintiff was a provider in the TRPN network savings 

program, and Defendant was a TRPN Client. Defendant therefore recognized Plaintiff as a 

“participating provider.”

91. As described in detail above, Plaintiff has conferred a direct benefit on Defendant 

by, among other things: (a) providing Defendant with access to “out-of-network” medical services 

provided by Plaintiff at a discounted rate, thereby making Defendant a more attractive option to 

potential customers by enhancing Defendant’s networks; (b) ensuring that Patient (and Defendant’s 

other members) have prompt and reasonable access to “out-of-network” medical providers like 

Plaintiff for which Defendant is legally obligated to provide coverage and pay; (c) agreeing to 

provide discounted rates for services provided to Patient, thereby reducing the amount of 

Defendant’s financial liability for those services; (d) allowing Defendant to meet its statutory 

obligations to provide coverage for emergency medical services; and/or (e) allowing Patient to 

avoid being subject to balance billing for the services provided as part of the Surgeries, thereby 

eliminating complaints by Patient that would have occurred had Plaintiff instead sought the 

balance of its bill from Patient. 

92. Defendant approved of Patient’s admission to BHMC and approved of the

provision of medical services to Patient by providers like Plaintiff as detailed above.

93. At the time Defendant approved of the provision of medical services to Patient by 

providers like Plaintiff, Defendant knew or should have known that Plaintiff was a contracted 

provider with TRPN and that the Network Savings Agreement requires payment at 93% of 

Plaintiff’s billed charges. 

94. As described above, Defendant tacitly promised to pay Plaintiff for the Surgeries at 

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the TRPN Network Savings Rates by, among other things: (a) defining “participating providers” 

to include providers who participate in network savings program like TRPN; (b) contracting with 

TRPN to be a TRPN Client; (c) permitting itself to be listed as a TRPN Client on the TRPN Payer 

List; (d) issuing a member ID card to Patient stating that it recognized network savings programs 

like TRPN for services rendered to Patient; (e) approving of Patient’s admission to BHMC and the

provision of medical services to Patient by providers like Plaintiff during that admission; and/or

(f) paying Plaintiff for services provided to other members of Defendant at the TRPN Network 

Savings Rates.

95. In exchange, Plaintiff agreed to: (a) accept discounted rates for all medically 

necessary services that it provides to Patient (and Defendant’s other members); and/or (b) not 

balance bill Patient (and/or other members enrolled under an insurance policy issued and/or 

administered by Defendant). 

96. Defendant in fact recognized the existence of the parties’ implied-in-fact contract 

by directing Plaintiff not to balance bill the Patient and by advising Patient to contact Defendant 

if Patient was balance billed. 

97. Moreover, the course of dealing between the parties was such that Defendant often 

paid Plaintiff at the TRPN Network Savings Rate for similar services that Plaintiff provided to

Defendant’s other Policy members, thereby establishing a common basis of understanding between 

the parties that Defendant would pay Plaintiff for the Surgeries at issue in this case at the TRPN 

Network Savings Rate.

98. Defendant therefore knew or should have known that Plaintiff was conferring the 

above benefits with the expectation that it would be reimbursed by Defendant for same at the 

TRPN Network Savings Rate or the reasonable/fair market value of same.

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99. Plaintiff fully performed its obligations under the parties’ contract by performing 

the Surgeries and by not balance billing Patient on the Claims. 

100. As set forth in detail above, however, Defendant materially breached the parties’ 

agreement by failing and/or refusing to fully pay Plaintiff for all services that Plaintiff provided as 

part of the Surgeries at the TRPN Network Savings Rate.

101. Defendant has refused to cure and/or remedy the foregoing breach, although duly 

demanded.

102. As a direct and proximate result of Defendant’s breach of the parties’ implied-infact contract (i.e., Defendant’s tacit promise to pay Plaintiff at the TRPN Network Savings Rate), 

Plaintiff has been damaged.

WHEREFORE, Plaintiff prays that this Court enter a judgment against Defendant and in 

favor of Plaintiff in an amount representing the difference between the amounts Defendant paid to 

Plaintiff for the Surgeries and the TRPN Network Savings Rate, together with an award of all 

applicable interest, costs, and such other and further relief as the Court may deem just and proper.

COUNT III

Promissory Estoppel

Alternative to Remaining Counts

103. Plaintiff re-alleges and incorporates by reference paragraphs 1 through 21, 24 

through 28, and 32 through 77 above.

104. This Count III is pled in the alternative to all remaining counts.

105. As described in detail above, Defendant (directly and/or through its authorized 

agent, TRPN) promised to pay Plaintiff for any medically necessary services (like and including 

the Surgeries) that Plaintiff provided to Defendant’s members (like and including Patient) at the 

TRPN Network Savings Rate. 

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106. Defendant further promised to pay Plaintiff at the TRPN Network Savings Rate by 

issuing a member ID card to Plaintiff representing that Defendant recognizes network savings 

programs, like TRPN, for services provided to Patient.

107. At all material times, Defendant knew (or had reason to know) that Plaintiff was 

reasonably relying upon Defendant’s promise in that regard by providing medical services to 

Defendant’s members with the reasonable expectation and understanding that it would be 

reimbursed by Defendant at the TRPN Network Savings Rate.

108. Plaintiff did, in fact, reasonably rely on Defendant’s promise to reimburse Plaintiff 

at the TRPN Network Savings Rate by, among other things, agreeing to provide services to Patient 

as part of the Surgeries, to its detriment.

109. By preauthorizing the Surgeries and related admissions to BHMC, Defendant knew 

and approved of Plaintiff providing medical services to Patient as part of the Surgeries. 

110. Based upon Defendant’s representations and Plaintiff's reasonable reliance on those 

representations, Defendant is estopped from repudiating and/or denying the terms of the agreement 

described above.

111. Defendant knew or should have known that Plaintiff would reasonably rely upon 

Defendant’s promise to reimburse Plaintiff at the TRPN Network Savings Rate for the services it 

provided to Patient as part of the Surgeries. 

112. Defendant failed to reimburse Plaintiff at the promised TRPN Network Savings 

Rate for the services that Plaintiff provided as part of the Surgeries. 

113. As a result of Defendant refusing to reimburse Plaintiff for the Surgeries at the 

TRPN Network Savings Rate, Plaintiff has suffered injury and is entitled to monetary damages 

from Defendant.

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114. Under the circumstances set forth above, it is unjust and inequitable for Defendant 

to refuse to honor its promise to pay Plaintiff for the Surgeries at the TRPN Network Savings Rate.

115. Injustice can be avoided only by enforcement of Defendant’s promise to pay 

Plaintiff at the TRPN Network Savings Rate through the doctrines of promissory estoppel.

WHEREFORE, Plaintiff prays that this Court enter a judgment against Defendant and in 

favor of Plaintiff in an amount representing the difference between the amounts Defendant paid to 

Plaintiff for the Surgeries and the TRPN Network Savings Rate, together with an award of all 

applicable interest, costs, and such other and further relief as the Court may deem just and proper. 

COUNT IV

Breach of Implied-in-Fact Contract – Fair Market Value

Alternative to Remaining Counts

116. Plaintiff re-alleges and incorporates by reference paragraphs 1 through 21, 26, 38, 

and 40 through 77 above.

117. This Count IV is pled in the alternative to all remaining counts.

118. As described in detail above, Plaintiff has conferred a direct benefit on Defendant 

by: (a) providing Defendant with access to “out-of-network” medical services provided by Plaintiff 

at a discounted rate, thereby making Defendant a more attractive option to potential customers by 

enhancing Defendant’s networks; (b) ensuring that Patient (and Defendant’s other members) have 

prompt and reasonable access to “out-of-network” medical providers like Plaintiff for which 

Defendant is legally obligated to provide coverage and pay; (c) agreeing to provide discounted 

rates for services provided to Patient, thereby reducing the amount of Defendant’s financial 

liability for those services; (d) allowing Defendant to meet its statutory obligations to provide 

coverage for emergency medical services; and/or (e) allowing Patient to avoid being subject to 

balance billing for the services provided as part of the Surgeries, thereby eliminating complaints 

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by Patient that would have occurred had Plaintiff instead sought the balance of its bill from Patient. 

119. Upon information and belief, Defendant: (a) approved of Patient’s admission into 

BHMC for the treatment of Patient’s medical conditions; (b) approved of the provision of medical 

services to Patient by providers like and including Plaintiff during that admission; and (c) tacitly 

agreed to pay Plaintiff the reasonable value for the services rendered to Patient as part of the 

Surgeries.

120. In exchange, Plaintiff agreed to perform the Surgeries on Patient and not to balance 

bill Patient for the Surgeries.

121. Defendant in fact recognized the existence of the parties’ implied-in-fact contract 

by directing Plaintiff not to balance bill the Patient, by advising Patient to contact Defendant if 

Patient was balance billed, and by agreeing the “enhance” payment on the Claims.

122. Defendant further acknowledged its obligation and responsibility for payment and 

its approval of Plaintiff’s performing medical services as part of the Surgeries by paying the Claims 

for those services and/or issuing remittance notices to Plaintiff reflecting allowed amounts for 

those services, albeit at rates far below that to which Plaintiff is entitled. 

123. Moreover, the course of dealing between the parties was such that Defendant often 

paid Plaintiff at the fair market or reasonable value for similar services that Plaintiff provided to

Defendant’s other Policy members, thereby establishing a common basis of understanding between 

the parties that Defendant would pay Plaintiff for the Surgeries at issue in this case at the fair 

market or reasonable value of same.

124. Defendant therefore knew or should have known that Plaintiff was conferring the 

above benefits with the expectation that it would be reimbursed by Defendant for same at the fair 

market or reasonable value of same. 

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125. Plaintiff fully performed its obligations under the parties’ implied-in-fact contract 

by performing the Surgeries and by not balance billing Patient for the Surgeries.

126. As set forth above, however, Defendant materially breached the parties’ agreement 

by failing and/or refusing to pay Plaintiff the fair market or reasonable value for all services that 

Plaintiff provided as part of the Surgeries.

127. Defendant has refused to cure and/or remedy the foregoing breach, although duly 

demanded.

128. As a direct and proximate result of Defendant’s breach of the parties’ implied-infact contract (i.e., Defendant’s tacit promise to pay Plaintiff at the fair market or reasonable value), 

Plaintiff has been damaged.

129. The circumstances are such that it would be inequitable for Defendant to retain the 

aforementioned benefits without paying fair value for same.

WHEREFORE, Plaintiff prays that this Court enter a judgment against Defendant and in 

favor of Plaintiff in an amount representing the difference between the amounts Defendant paid to 

Plaintiff for the claims at issue and the fair market or reasonable value of the medical services 

underlying those claims, as determined by the finder of fact, together with an award of all 

applicable interest, costs, and such other and further relief as the Court may deem just and proper. 

COUNT V

UNJUST ENRICHMENT

Alternative to Remaining Counts

130. Plaintiff re-alleges and incorporates by reference paragraphs 1 through 21, 26, 34, 

38, and 40 through 77 above.

131. This Count V is pled in the alternative to all remaining counts. 

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132. Under established Florida precedent, Plaintiff conferred a direct benefit on 

Defendant by providing valuable medical services to Patient as part of the Surgeries, with the 

knowledge and/or approval of Defendant. See Merkle v. Health Options, Inc., 940 So. 2d 1190, 

1199 (Fla. 4th DCA 2006), rev. denied, 962 So. 2d 336 (Fla. 2007); Shands Teaching Hosp. & 

Clinics, Inc. v. Beech St. Corp., 899 So. 2d 1222, 1228 (Fla. 1st DCA 2005).

133. More particularly, as described in detail above, Plaintiff has conferred a direct 

benefit on Defendant by: (a) providing Defendant with access to “out-of-network” medical 

services provided by Plaintiff at a discounted rate, thereby making Defendant a more attractive 

option to potential customers by enhancing Defendant’s networks; (b) ensuring that Patient (and 

Defendant’s other members) have prompt and reasonable access to “out-of-network” medical 

providers like Plaintiff for which Defendant is legally obligated to provide coverage and pay; (c) 

agreeing to provide discounted rates for services provided to Patient, thereby reducing the amount 

of Defendant’s financial liability for those services; (d) allowing Defendant to meet its statutory 

obligations to provide coverage for emergency medical services; (e) allowing Patient to avoid 

being subject to balance billing for the services provided as part of the Surgeries, thereby 

eliminating complaints by Patient that would have occurred had Plaintiff instead sought the 

balance of its bill from Patient; and/or (f) providing said benefits through an intermediary third 

party (i.e., TRPN).

134. Plaintiff’s provision of covered of such medical services to Patient further 

benefitted Defendant because it offered a more permanent and/or more beneficial solution to the 

medical conditions for which Patient initially sought treatment on the dates set forth above, 

negating Patient’s need to seek additional medical treatment in the future for which Defendant 

would be financially liable. In other words, by minimizing (if not entirely eliminating) Patient’s 

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future medical expenses, and thus medical claims to Defendant, including expenses and claims for 

prolonged alternative treatments or additional medical services or complications arising from an 

inferior treatment regimen, which claims and expenses Defendant would be responsible for 

administering and paying, Plaintiff conferred a benefit directly on Defendant.

135. Defendant acknowledged, accepted, and retained the benefits so conferred from 

Plaintiff’s providing such medical services to Patient as part of the Surgeries, because it allowed 

Defendant to fulfill its legal obligations to: (a) provide Patient with coverage for all stages of 

reconstruction in connection with Patient’s mastectomies and for prostheses and physical 

complications thereof; and (b) ensure that its members, like and including Patient, have access to 

and receive medically necessary care without unreasonable delay or burden. 

136. Defendant has failed to pay the reasonable value of the benefit conferred upon it by 

Plaintiff, in this case, the reasonable value of the services provided to Patient as part of the

Surgeries. 

137. By refusing to pay Plaintiff appropriately, Defendant has been unjustly enriched. 

138. The circumstances are such that it would be unjust and inequitable for Defendant 

to retain the direct benefit conferred on it by Plaintiff without paying the fair market or reasonable

value of same.

139. Plaintiff seeks compensatory damages, as permitted by applicable law, in an amount 

equal to the difference between the amounts Defendant paid to Plaintiff for the Claims and the fair 

market or reasonable value of the medical services underlying the Claims, plus interest. 

WHEREFORE, Plaintiff prays that this Court enter a judgment against Defendant and in 

favor of Plaintiff in an amount representing the difference between the amounts Defendant paid to 

Plaintiff for the claims at issue and the fair market or reasonable of the medical services underlying 

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those claims, as determined by the finder of fact, together with an award of all applicable interest, 

costs, and such other and further relief as the Court may deem just and proper.

DEMAND FOR JURY TRIAL

Plaintiff demands a trial by jury of all issues so triable. 

DATED: September 28, 2022.

Boca Raton, FL

Respectfully submitted,

SHAPIRO, BLASI, WASSERMAN & 

HERMANN, P.A.

Attorneys for Plaintiff

7777 Glades Road, Suite 400

Boca Raton, Florida 33434

Telephone: 561-477-7800

Facsimile: 561-477-7722

By: /s/ Genevieve Lee Turner

RICHARD P. HERMANN, II, ESQ

Florida Bar No. 110019

Primary E-mail: rhermann@sbwh.law

Secondary E-mail: floridaservice@sbwh.law

GENEVIEVE LEE TURNER, ESQ.

Florida Bar No. 100058

Primary E-mail: gturner@sbwh.law

Secondary E-mail: ksandoval@sbwh.law

CHARLES BLAKE DYE, ESQ.

Florida Bar No. 500461

Primary E-mail: bdye@sbwh.law

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