Abira Medical Laboratories, LLC v. Blue Cross Blue Shield of Rhode Island

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
ABIRA MEDICAL LABORATORIES,
LLC d/b/a GENESIS DIAGNOSTICS,
Plaintiff,
v.
BLUE CROSS BLUE SHIELD OF
RHODE ISLAND,
Defendant.
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C.A. No. 24-cv-475-MRD-PAS
MEMORANDUM AND ORDER
Melissa R. DuBose, United States District Judge.
Before the Court is Defendant Blue Cross Blue Shield of Rhode Island’s
(“BCBSRI”), Amended Motion to Dismiss under Fed. R. Civ. P. 12(b)(6). ECF No. 16.
The Complaint filed by Plaintiff, Abira Medical Laboratories LLC d/b/a Genesis
Diagnostics (“Abira”), asserts a claim under the Employee Retirement Income
Security Act of 1974 (“ERISA”) (Count I), breach of third-party beneficiary contract
(Count II), breach of third-party bad faith claims (Count III), quantum meruit/unjust
enrichment (Count IV), and negligence (Count V). ECF No. 1.
BCBSRI argues that the Complaint is deficient because Abira fails to identify
any insurance contract or specific contract provision that entitles it to reimbursement
for services rendered. Abira counters that it has asserted a valid assignment of
benefits, provided enough information in “Exhibit 1” attached to its Complaint, and
suggested it could not provide the contracts/health plans because they are within
BCBSRI’s control. The insurance contracts at issue are purportedly between BCBSRI
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and their insureds and govern the parties’ obligations under the contract, including
whether BCBSRI had any obligations to reimburse third-party service providers for
services rendered.
For the reasons explained in detailed below, this Court GRANTS the Amended
Motion to Dismiss.
I. BACKGROUND
A. Factual Background
The following facts are as alleged in Abira’s Complaint. Abira operates a
licensed medical testing laboratory that performs clinical laboratory, pharmacy,
genetics, addiction rehabilitation, and other testing services on specimens submitted
by medical service providers.	
Compl. ¶ 8; ECF No. 1. This testing is done on behalf
of patients across the country, including some who are insured by BCBSRI.
Id. Abira
believes the insureds obtained insurance policies through their respective employers
who participated in group health insurance plans and offered said plans to their
employees.	
Id. ¶ 19. These employer-sponsored policies are employee benefit plans
that are regulated by ERISA.
Id. ¶ 20.
The requisitions for laboratory testing submitted on behalf of the patients
contained assignments of benefits.
Id. ¶ 9. Abira relies on the assignment of benefits
clauses as creating a binding contractual obligation on BCBSRI to pay for Abira.
Id.
The assignment of benefits states:
I hereby assign all rights and benefits under my health plan and direct
payments be made to Genesis Diagnostics for laboratory services
furnished to me by Genesis Diagnostics. I irrevocably designate
authorize and appoint Genesis Diagnostics or its assigned affiliates as
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my true and lawful attorney-in-fact for the purpose of submitting my
claims and pursuing any request, disclosure, appeal, litigation or other
remedies in accordance with the benefits and rights under my health
plan and in accordance with any federal or state laws. If my health plan
fails to abide by my authorization and makes payment directly to me, I
agree to endorse the insurance check and forward it to Genesis
Diagnostics or its assigned affiliates to contact me for billing or payment
purposes by phone, text message, or email with the contact information
that I have provided to Genesis Diagnostics, in compliance with federal
and state laws.
Id. ¶ 10. In situations where the insureds did not execute requisitions with this
assignment of benefits clause, Abira suggests that the insurance contracts between
BCBSRI and its insured were intended to benefit Abira as a third-party medical
provider.
Id. ¶ 11.
Attached to the Complaint as Exhibit 1 is a spreadsheet that includes the
patients to whom laboratory testing services were rendered along with dates of
service, amounts billed, ascension numbers, and other information.	
Id. ¶ 12; ECF
No. 1-1. Abira performed services for each of these individuals and submitted claims
for payment to BCBSRI.
Id. ¶¶ 12-13. According to Abira, BCBSRI failed to respond
at all to properly submitted claims, fabricated pretextual reasons to refuse payment,
and underpaid other claims.	
Id. ¶¶ 14, 28. BCBSRI explained to Abira that the
payments were denied due to a lack of adequate claim information provided by Abira,
untimely filing of claims, and lack of coverage by the insured for the services provided.
Id. ¶ 15. Abira claims that BCBSRI owes it over $1,758,484.00.
Id. ¶ 1.
B. Procedural Background
BCBSRI moved to dismiss Abira’s Complaint on January 10, 2025 to which
Abira responded on January 24, 2025. ECF Nos. 9, 10. After reviewing those filings,
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the Court scheduled a conference with the parties to discuss whether they would be
willing to exchange health plans and data for a sample of Plaintiff’s benefits claims
since they are central to Abira’s Complaint. This process proved to be futile as Abira
ignored BCBSRI’s attempts to engage in this document exchange.	
See ECF No. 16
(BCBSRI detailing the procedural history and its attempts to engage Abira in
document exchange). As a result, the Court abandoned this course and allowed
BCBSRI to file an Amended Motion to Dismiss, which it did on September 26, 2025.
On January 22, 2026, the Court heard arguments on the Amended Motion to Dismiss.
II. LEGAL STANDARD
To survive a motion to dismiss under Fed. R. Civ. P. 12(b)(6), the complaint
must state a claim that is plausible on its face.
Bell Atl. Corp. v. Twombly, 550 U.S.
544, 570 (2007). A plaintiff’s “factual allegations must be enough to raise a right to
relief above the speculative level.”
Id. at 555. A claim is facially plausible “when the
plaintiff pleads factual content that allows the court to draw the reasonable inference
that the defendant is liable for the misconduct alleged.”	
Ashcroft v. Iqbal, 556 U.S.
662, 678 (2009). In considering a motion to dismiss, the Court must draw all
reasonable inferences in the plaintiff’s favor, and determine whether the Complaint,
when taken in the light most favorable to the plaintiff, sets forth sufficient facts to
support the claim for relief.	
Clorox Co. v. Proctor & Gamble Com. Co., 228 F.3d 24,
30 (1st Cir. 2000);
LaChapelle v. Berkshire Life Ins. Co., 142 F.3d 507, 508 (1st Cir.
1998).
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III. DISCUSSION
In the Amended Motion to Dismiss, BCBSRI argues for dismissal on several
grounds, some of which were not raised in its initial motion to dismiss. ECF No. 16.
In addition to attacking each claim on the merits, BCBSRI now argues that Abira’s
claims are barred by anti-assignment provisions that are standard in every BCBSRI
health plan and that the claims are time-barred. ECF No. 16 at 6–11. To consider
these two arguments, the Court first needs to determine whether it can rely on the
seven sample health plans containing the anti-assignment provisions and the
Declaration of Avital Chatto, Vice President and Deputy General Counsel at BCBSRI,
that BCBSRI attached to its motion. ECF No. 16-1. Abira suggests it is improper for
the Court to consider the sample health plans, and that the claims are not barred by
the anti-assignment provision or time-barred by the four-year contractual limitation
contained in the sample plans. ECF No. 18 at 9–15. The Court will first address
these threshold arguments before moving on to BCBSRI’s arguments in support of
dismissing Counts I-V.
A. Sample Health Plans
To start, Abira argues that this Court may not rely on the sample health plans
without converting this motion to dismiss into a motion for summary judgment.
See
ECF No. 18 at 9–10 (citing
Watterson v. Page, 987 F.2d 1, 3 (1st Cir. 1993)). It also
argues that it is improper to consider and apply the terms of a “sample” health plan
to each claim listed in Exhibit 1 to the Complaint. ECF No. 18 at 11. Meanwhile,
BCBSRI argues that this Court can and should consider the health plans in
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evaluating this motion because the Complaint’s “factual allegations are expressly
linked to—and admittedly dependent upon— [the health plans] (the authenticity of
which is not challenged).” ECF No. 16 at 5 (quoting
Beddall v. State St. Bank & Tr.
Co., 137 F.3d 12, 17 (1st Cir. 1998)).
Typically, when a Court is assessing a motion to dismiss “any consideration of
documents not attached to the complaint, or not expressly incorporated therein, is
forbidden, unless the proceeding is properly converted into one for summary
judgment.”	
Watterson, 987 F.2d at 3 (citing Fed. R. Civ. P. 12(b)(6)). As the parties
acknowledge, this rule has exceptions for “documents the authenticity of which are
not disputed by the parties … for documents central to plaintiffs’ claims; or for
documents sufficiently referred to in the complaint.”
Id.
The seven sample health plans, attached as Exhibit A to Avital Chatto’s
Declaration, “relate to numerous benefit claims at issue in this action.”1 Abira now
argues that it “was not provided copies of the plan documents at prior stages of the
proceedings or while making claims to BCBSRI.”2 ECF No. 18 at 10. It further
asserts that the sample plans are “portions,” but fails to describe what is omitted from
any of the seven plans.	
Id. On the other hand, the Chatto Declaration asserts that
1 At the hearing, counsel for BCBSRI explained that the sample plans come
from Abira’s claim spreadsheet that is attached as Exhibit 1 to the Complaint. The
Chatto Declaration confirms this and lists that the seven samples are from the
following lines in Exhibit 1 to the Complaint: a) Lines 480–81, b) Line 601, c) Line
571, d) Line 595, e) Line 596, f) Line 123, g) Line 144. ECF No. 16-1 ¶ 6.
2 This argument is ironic because the Court asked Abira and BCBSRI to work
together to produce the plans after receiving BCBSRI’s first motion to dismiss. Abira
failed to engage in that process with BCBSRI, but now seeks to use its inaction as a
shield to this motion.
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“Exhibit A are true and correct copies of seven (7) health plans.” ECF No. 16-1 ¶ 7.
Abira does not challenge the authenticity of the health plans, nor do they argue the
plans are not central to their claims or that the plans are not sufficiently referred to
throughout the Complaint. The
Watterson exceptions could therefore apply to the
sample health plans in this action.
See 987 F.2d at 3.
That said, the Court is disinclined to consider the sample plans. While the
Chatto Declaration explains that “all health plans insured or administered by
BCBSRI from January 1, 2016 to December 31, 2020, included provisions similar to
those in the attached health plans,” ECF No. 16-1 ¶ 7, on a motion to dismiss under
Fed. R. Civ. P. 12(b)(6) the Court must accept allegations as true and construe them
in the light most favorable to the plaintiff.
See Gargano v. Liberty Int’l Underwriters,
Inc., 572 F.3d 45, 48 (1st Cir. 2009). Therefore, the Court cannot, at this stage,
assume that every health plan is similar to the sample plans provided by BCBSRI.3
B. ERISA Claim
BCBSRI argues that, absent the contract or a contract provision that is alleged
to have been breached, it is impossible to determine whether a payment obligation
existed under the contract or whether the plans are governed by ERISA. ECF No. 16
at 11–13. In defending the sufficiency of its Complaint, Abira argues that it “should
not be held to an excessively burdensome pleading standard that requires it to
identify particular plan provisions in ERISA context.” ECF No. 18 at 19.
3 Since the Court will not rely on the sample health plans, it will not analyze if
Plaintiff’s claims are barred by the four-year contractual limitation period or by anti-
assignment provisions, and will move on to the five claims presented by Abira.
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Generally, a complaint must contain “a short and plain statement of the claim
showing that the pleader is entitled to relief[.]” Fed. R. Civ. P. 8(a)(2). The
“fundamental purpose” of that pleading rule “is to protect a defendant’s inalienable
right to know in advance the nature of the cause of action being asserted against
him.”	
Martinez v. Petrenko, 792 F.3d 173, 179 (1st Cir. 2015) (quoting
Ruiz Rivera
v. Pfizer Pharm., LLC, 521 F.3d 76, 84 (1st Cir. 2008)). That pleading requirement
must be interpreted alongside ERISA’s civil enforcement provision.	
See 29 U.S.C.
§ 1132(a)(1)(B). ERISA’s civil enforcement provision authorizes suit by a plan
participant “to recover the benefits
due to him under the term of his plan, to enforce
his rights
under the terms of the plan, or to clarify his rights to future benefits
under
the terms of the plan.” 29 U.S.C. § 1132(a)(1)(B) (emphasis added). As another judge
in this district has recognized, “‘[a]n action brought pursuant to this provision,
essentially, is a breach of contract action, and in determining whether there has been
a breach,
the terms of the plan must be interpreted under principles of federal
substantive law.’”	
Corsini v. United Healthcare Services, Inc., 145 F. Supp. 2d 184,
189 (D.R.I. 2001) (quoting
Burnham v. Guardian Life Ins. Co. of Am., 873 F.2d 486,
489 (1st Cir. 1989)) (emphasis added).
In the context of an ERISA case, courts in other jurisdictions have found a
plaintiff must allege facts that “established (1) the existence of an ERISA plan as well
as (2) the provisions of the plan that entitle it to benefits.”	
Reiten v. Blue Cross of
Cal., No 2:19-cv-05274-AB-AFMx, 2020 WL 1032371, at *2 (C.D. Cal. Jan. 23, 2020)
(quoting
Forest Ambulatory Surgical Assocs. v. United HealthCare Ins. Co., No. 10-
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cv-04911-EJD, 2011 WL 2748724, at *5 (N.D. Cal. July 13, 2011)). Failure to identify
the controlling ERISA plans makes a complaint unclear and ambiguous.	
Forest
Ambulatory, 2011 WL 2748724, at *5. More recently, in the Middle District of
Florida, a District Judge found that a similar ERISA claim also filed by Abira was
insufficiently plead, providing the following explanation:
Although attempting to sue under ERISA, Abira provides no specific
information. Abira does not identify how many of its patients
participated in ERISA plans (or even that any did), the terms and
conditions of any ERISA plan, what benefits are allegedly due under an
ERISA plan, or whether Abira exhausted administrative remedies.
Abira alleges only that its patients assigned their unspecified benefits
to Abira via a standard form assignment of benefit clause and that Blue
Cross has violated ERISA by failing to make payments of benefits to
[Abira], as required under the terms and conditions of the Plan, made
claims determinations in an arbitrary fashion, and failed to provide a
full and fair review to [Abira] for the claims assigned to [Abira]. Without
ERISA-specific information, Abira fails to state a claim on which relief
can be granted.
Abira Med. Labs., LLC v. Blue Cross Blue Shield of Fla., Inc., No. 3:23-cv-1092-TJC-
SJH, 2024 WL 3965733, at * 5 (M.D. Fla. Aug. 28, 2024) (cleaned up).4
In
Glendale Outpatient Surgery Center v. United Healthcare Services, Inc.,
the Ninth Circuit affirmed a district court’s sua sponte dismissal of an ERISA claim.
805 Fed. Appx. 530, 531 (9th Cir. 2020). That Court found that the plaintiff’s
complaint failed to state a claim under the ERISA statute because it did not identify
“any ERISA plan, apart from vague references to anonymous patients who alleged
4 This Plaintiff has filed over 100 similar complaints across the country.	
See
ECF No. 16 at 1 n.1 (listing cases filed by Abira across the country).
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assigned rights to [plaintiff]” or “any plan terms that specify benefits that the
defendants were obligated to pay but failed to pay.”
Id.
Even so, some courts have been sympathetic to the concern raised by Abira,
specifically its claim that they have no access to any health plans prior to filing their
Complaint. ECF No. 18 at 16–18. For example, in
Innova Hospital San Antonio, Ltd.
Partnership v. Blue Cross and Blue Shield of Georgia, et al., the Fifth Circuit allowed
a plaintiff’s amended complaint to survive a motion to dismiss where the amended
complaint failed to specify language in any ERISA plan entitling it to benefits. 892
F.3d 719, 724 (5th Cir. 2018). There, the Fifth Circuit found “ERISA plaintiffs should
not be held to an excessively burdensome pleading standard that requires them to
identify particular plan provisions in ERISA contexts when it may be extremely
difficult for them to access such plan provisions.”	
Id. at 728 (“No matter how clever
or diligent, ERISA plaintiffs generally lack inside information necessary to make out
their claims in detail”) (quoting
Braden v. Wal-Mart Stores, Inc., 588 F.3d 585, 598
(8th Cir. 2009)). The Fifth Circuit reasoned that “[a]lleging improper reimbursement
based on representative plan provisions may be sufficient to show plausibility under
Twombly and
Iqbal when there are enough other factual allegations” that would allow
a court to draw a reasonable inference that the defendant is liable.	
Id. at 729. The
plaintiff, in their amended complaint, “outlined its efforts to obtain plan documents
from the insurers,” which that court found sufficient to survive a motion to dismiss.
Id. at 725, 730-31.
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Here, Abira’s Complaint contains only one general factual allegation that
suggests the existence of an ERISA plan. Paragraph 19 states, “[u]pon information
and belief, Defendants’ [insureds] obtained insurance policies through the issuance
of the Defendants’ subscriber/member’s Employer obtaining a policy of group health
insurance.” ECF No. 1 ¶ 19. It then alleges that “[s]aid policy is an employee benefit
plan that is regulated by Employee Retirement Income Security Act, 29 U.S.C. § 1001,
et seq.”
Id. ¶ 20. Based on the Complaint, the Court cannot ascertain “the intended
benefits, the class of beneficiaries, the source of financing, and procedures for
receiving benefits.”
Reiten, 2020 WL 1032371, at *2. The allegations here are similar
to the plaintiffs’ claim in
Glendale Outpatient Surgery Center where the motion to
dismiss was granted because it had not identified any ERISA plan “apart from vague
references to anonymous patients who alleged assigned rights to” Abira. 805 Fed.
Appx. at 531.
Combining the language of 29 U.S.C. § 1132(a)(1)(B) with the language in
Corsini and
Burnham, this Court concludes that Abira’s ERISA claim must be
dismissed. First, the statute repeatedly uses the language “under the terms of the
plan.” 29 U.S.C. § 1132(a)(1)(B). Consistent with
Corsini and
Burnham, this Court
views the ERISA claim as “essentially, [] a breach of contract action,” leading it to
conclude that Abira must have pled the existence of a contract or a specific contract
term that had been breached and entitles them to payment.
Corsini, 145 F. Supp. 2d
at 189 (quoting
Burnham, 873 F.2d at 489). Further, many of the defects explained
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by the judge in the Middle District of Florida in a very similar case are present in the
Complaint before this Court.
See Abira Med. Labs., LLC, 2024 WL 3965733, at *5.
The fact that Abira claims it cannot access the Plans without proceeding to
discovery is unconvincing. First, Abira received assignments of benefits that
“assign[ed] all rights and benefits under [the] plan,” ECF No. 1 ¶ 10, which
presumably includes the right to access the patients’ plan. Second, this Court views
Abira’s predicament as self-inflicted because it never sought to secure the Plans from
their patients upon receiving the requisitions of laboratory testing, failed to plead any
attempts to retrieve Plan documents directly from BCBSRI, and refused to engage in
the process outlined by this Court—designed to have the Plans produced—after
BCBSRI filed its initial motion to dismiss. Based on the information before this
Court, Abira does not appear to have made any inquiry to BCBSRI to figure out if the
assignments of benefits were valid or if their laboratory services were compensable
under their patients’ Plans.
As a result, the Court finds that Count I of Abira’s Complaint fails to state a
claim upon which relief can be granted.
C. Abira’s State Law Claims
Abira also asserts various state-law claims; Count II breach of third-party
beneficiary contract, Count III breach of third-party bad faith claims, Count IV unjust
enrichment, and Count V, negligence. BCBSRI asserts that each of the state-law
claims fails. The Court will address each claim in turn.
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1. Breach of a Third-Party Beneficiary Contract
Abira asserts that it successfully states a claim for breach of third-party
beneficiary contract because it did not enter into an agreement with BCBSRI and has
“pleaded and argued that it is the intended beneficiary of the Defendant’s insureds
plans.” ECF No. 18 at 21. BCBSRI counters that Abira fails to allege any Plan
language, or any other representation by BCBSRI, that suggests either party to the
Plan—the insured and the insurer—intended for Abira to benefit. ECF No. 16 at 15.
Under Rhode Island law, “[i]n order to prevail on a contract claim as a third-
party beneficiary, the claimant must prove that he or she is an intended beneficiary
of the contract.”	
Glassie v. Doucette, 157 A.3d 1092, 1097 (R.I. 2017) (citing
Cathay
Cathay, Inc. v. Vindalu, LLC, 962 A.2d 740, 746 (R.I. 2009)). The most crucial factor
of this analysis “is the intent of the parties.” “The language employed by the parties
to a contract is the best expression of their contractual intent”.
Cathay, 962 A.2d at
746. “[O]nly intended, and not incidental, third-party beneficiaries can maintain an
action for damages resulting from a breach of contract between two other contracting
parties.”
Forcier v. Cardello, 173 B.R. 973, 984 (D.R.I. 1994) (citing
Davis v. New
England Pest Control Co., 576 A.2d 1240, 1242 (R.I. 1990)). “[A] ‘promisor’s mere
awareness that someone other than the promisee may derive a benefit from the
promisor’s performance under the contract is insufficient to cloak that third-party
with the mantle of intended beneficiary.’”
Forcier, 173 B.R. at 986 (quoting
R.I.
Depositor’s Economic Protection Corp., et al. v. Ernst & Young, et al., C.A. 92-1120
(R.I. Super. Ct. Mar. 11, 1994)).
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For Abira’s breach of third-party beneficiary contract claim to proceed, the
Complaint must contain facts that suggest it was an intended beneficiary of the
contract between BCBSRI and their insureds.
Id. Absent the Plan, the Court cannot
glean the parties’ intent from the contract and is left with just the allegations in the
Complaint and the attached Exhibit 1. Exhibit 1 identifies the insureds/claimants at
issue, the amount due for the services rendered to each insured/claimant, and the
date of service. The Complaint also contains specific language of the assignment
executed between the insureds/claimants and Abira, but nothing that reflects the
intent of the named parties in this suit.
See ECF No. 1 ¶¶ 9–10, 12.
With no contractual language or representation by BCBSRI or their members
that the Plans were “directly and unequivocally” meant to benefit Abira, the Court
cannot allow this claim to proceed.
See Werner v. Stonebridge Life Ins. Co., C.A. No.
07-82S, 2007 WL 2412255, at *4 (D.R.I. June 19, 2007) (stating also that “Rhode
Island adheres to the Restatement (Second) of Contracts rule concerning third-party
beneficiaries, which requires that the parties directly and unequivocally intend to
benefit a third-party in order for that third-party to be considered an intended
beneficiary”) (citing
Finch v. R.I. Grocer’s Ass’n, 93 R.I. 323, 330 (1961)). Thus, Abira’s
Complaint fails to plausibly plead that it is an intended third-party beneficiary of the
contract between BCBSRI and their insured and Count II is dismissed.
2. Breach of Third-Party Bad Faith Claim
The allegations in Count III of the Complaint are unclear. Abira weaves
allegations that BCBSRI breached the covenant of good faith and fair dealing that is
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implied in every contract with a common law bad faith claim. Abira begins by
alleging that BCBSRI breached the covenant of good faith and fair dealing, but then
states that it “brings this common law bad faith claim directly against Defendant.”
ECF No. 1 ¶¶ 44–45. To the extent Abira asserts a breach of the implied covenant of
good faith and fair dealing, the Rhode Island Supreme Court has held that “a claim
for breach of the implied covenant of good faith and fair dealing does not create an
independent cause of action separate and apart from a claim for breach of contract.”
Transamerica Life Ins. Co., v. Caramadre, C.A. NO. 09-470-S, 2017 WL 752145, at *6
(D.R.I. Feb. 27, 2017) (quoting
McNulty v. Chip, 116 A.3d 173, 185 (R.I. 2015)).
Since Abira’s claim for a breach of the implied covenant of good faith and fair
dealing cannot stand alone as an independent claim, it can only survive if there are
plausible allegations that there was a contract between the parties and that BCBSRI
breached the covenant of good faith and fair dealing that is implied in that contract.
However, since this Court is dismissing Abira’s breach of third-party beneficiary
contract claim, it follows that the claim for breach of the implied covenant of good
faith and fair dealing will also be dismissed.
Common law bad faith, which is analyzed under the same rubric as statutory
bad faith under Rhode Island law, “is established when the proof demonstrates that
the insurer denied coverage or refused payment without a reasonable basis in fact or
law for the denial.”	
Skaling v. Aetna Ins. Co., 799 A.2d 997, 1002, 1004, 1010 (R.I.
2002). Abira alleges that BCBSRI “has unreasonably denied, refused its claims
and/or partially paid its claims” and that claims were not promptly adjudicated.
See
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ECF No. 1 ¶¶ 2, 4, 14, 15, 28, 46. Still, the Supreme Court of Rhode Island has held
that “Blue Cross is a nonprofit hospital service corporation within the meaning of
[R.I. Gen. Laws] § 27-19-1 and a nonprofit medical service corporation within the
meaning of § 27-20-1. It is not an insurer within the meaning of § 9-1-33.”	
See
Richard v. Blue Cross & Blue Shield, 604 A.2d 1260, 1262 (R.I. 1992). Therefore, the
Court must dismiss the common law bad faith claim.
3. Quantum Meruit/Unjust Enrichment Claim
Count IV of the Complaint alleges unjust enrichment/quantum meruit. These
are distinct causes of action, but under R.I. law the elements are the same.	
Prime
Healthcare Servs.-Landmark, LLC v. CIGNA Health and Life Ins. Co., 2024 WL
361368, at *4-5 (D.R.I. Jan. 31, 2024) (citing
S. Cnty. Post & Beam, Inc. v. McMahon,
116 A.3d 204, 211 (R.I. 2015)). To sustain one of these claims, the Plaintiff must show
that “(1) the plaintiff conferred a benefit on the defendant, (2) the defendant
appreciated the benefit, and (3) under the circumstances it would be inequitable for
the defendant to retain such benefit without payment of the value thereof.”
Id. at *4
(quoting
Process Eng’rs & Constructors, Inc. v. DiGregorio, Inc., 93 A.3d 1047, 1053
(R.I. 2014)).
The Rhode Island Supreme Court has discussed the differences between unjust
enrichment and quantum meruit, and this claim fits more into the quantum meruit
realm.	
See IDC Clambakes, Inc. v. Carney as Tr. of Goat Island Realty Trust, 246
A.3d 927, 933 (R.I. 2021). That Court has explained “[a]n action for quantum meruit
‘permits recovery of damages in an amount considered reasonable to compensate a
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person who has rendered services in a quasi-contractual relationship.’”	
Id. (quoting
S. Cnty. Post & Beam, 116 A.3d at 210). It then explained more about quantum
meruit and unjust enrichment:
While the term ‘unjustly enriched’ is included as a requirement for
recovery under a quantum meruit theory, we have described the
nuanced distinction between unjust enrichment and quantum meruit as
follows: While unjust enrichment focuses on the propriety of a payee or
beneficiary retaining funds or a benefit, quantum meruit’s primary focus
is on the value of services rendered. Generally, quantum meruit applies
in a situation in which the plaintiff has provided services to the
defendant for which the defendant has refused to pay. We have stated
that [t]he third prong of the analysis is the most important—namely,
that the recipient accepted the benefit under such circumstances that it
would be inequitable for [the recipient] to retain the benefit without
paying the value thereof. [T]he court must look at the equities of each
case and decide whether it would be unjust for a party to retain the
benefit conferred upon it without paying the value of such benefit. In
determining what is, and what is not, an unjust result, the hearing
justice must examine the facts of the particular case and balance the
equities.
Id. (quoting
S. Cnty. Post & Beam, 116 A.3d at 210) (internal citations and quotations
omitted).
Abira’s claim for quantum meruit fails because it did not confer a direct benefit
upon BCBSRI as articulated by the Rhode Island Supreme Court in
IDC Clambakes,
Inc. v. Carney as Trustee of Goat Island Realty Trust. Abira’s theory of recovery is
that it “conferred a benefit upon Defendant’s subscribers and/or members by
providing a medical service that it was entitled to under the Defendant’s plan
document/insurance policy and, therefore, upon the Defendant.” ECF No. 1 ¶ 49. The
Rhode Island Supreme Court’s explanation that quantum meruit applies only “
in a
situation in which the plaintiff has provided services to the defendant for which the
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defendant has refused to pay” is clear. The benefit conferred must be directly
conferred upon a defendant, which is not the case here. Therefore, Abira’s claim for
quantum meruit is dismissed.
Even reviewing Count IV under a theory of unjust enrichment, the result is
the same. In
IDC Clambakes, the Court reiterated that “[u]njust enrichment is ‘the
retention of a benefit conferred by another, who offered no compensation, in
circumstances where compensation is reasonably expected.’” 246 A.3d at 933
(quoting
S. Cnty. Post & Beam, 116 A.3d at 210). The Court explained “the fact that
a recipient has obtained a benefit without paying for it does not itself establish that
the recipient has been unjustly enriched … [r]ather, unjust enrichment occurs ‘when
a benefit is conferred deliberately but without a contract.’”	
Id. (first quoting
Restatement (Third)
Restitution and Unjust Enrichment § 2(1) (2011) then
S. Cnty.
Post & Beam, 116 A.3d at 210).
Abira claims “Defendant has enriched itself at Plaintiff’s expense by failing
and refusing to compensate Plaintiff for providing Laboratory Testing Services to
Defendant’s subscribers and/or members.” ECF No. 1 ¶ 51. This cannot be
reasonably interpreted as deliberately conferring a benefit to BCBSRI, and Abira
cites no authority recognizing that it should be. The outcome would be different if
the allegations supported that BCBSRI instructed Abira to perform testing on their
insured, but those are not the allegations in the Complaint.
Thus, Abira’s claim for quantum meruit/unjust enrichment is dismissed.
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4. Negligence Claim
The last argument BCBSRI asserts is that Abira’s negligence claim, Count V,
is barred by the economic loss doctrine. The Rhode Island Supreme Court discussed
the economic loss doctrine at length in
Franklin Grove Corp. v. Drexel, where it
stated:
The economic loss doctrine provides that a plaintiff is precluded from
recovering purely economic losses in a negligence cause of action. In
other words, under this doctrine, a plaintiff may not recover damages
under a negligence claim when the plaintiff has suffered no personal
injury or property damage. This Court has looked to the Supreme Court
of Washington for guidance on this issue: [w]hen parties have contracted
to protect against potential economic liability, as is the case in the
construction industry, contract principles override tort principles and,
thus, purely economic damages are not recoverable.
Our rationale for abiding by the economic loss doctrine centers on the
notion that commercial transactions are more appropriately suited to
resolution through the law of contract, than through the law of tort.”
936 A.2d 1272, 1275 (R.I. 2007) (internal citations omitted).
In arguing against application of the economic loss doctrine to this case, Abira
contends that it “steps into the shoes of Defendant’s insureds due to the
assignments … [and that] Plaintiff should be able to pursue its claims” if no contract
is found to exist. ECF No. 18 at 25. These arguments are weak. First, Abira has not
alleged that it suffered any personal injury or property damage. Second, Abira has
not alleged any legal duty owed to it by BCBSRI, except for one that would arise from
the Plans. Therefore, Abira’s negligence claim is dismissed.
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IV. CONCLUSION
In conclusion, the Court GRANTS BCBSRI’s Amended Motion to Dismiss (ECF
No. 16) in its entirety. Final Judgment shall enter in BCBSRI’s favor.
IT IS SO ORDERED.
_________________________________
Melissa R. DuBose
United States District Judge
02/09/2026
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