The thirteenth, fourteenth, eighteenth, twenty-first, twenty-second, twenty-sixth, thirty-sixth and fortyninth asserted defenses (no causal connection; no protected activity; reasonable steps taken; no private cause of action; failure to exhaust administrative remedies; direct threat to health and safety; no hostile work environment; and bar for damages speculative in nature) are denials of what is alleged in the Complaint. They do not add any new matter and therefore do not fail for lack of details or facts. Thus, the Demurrer to these defenses is OVERRULED.

The demurrer to the forty-third affirmative defense (workers compensation is exclusive remedy), fortysixth affirmative defense (ERISA is the exclusive remedy) and forty-seventh affirmative defense (recovery limited to actual plan benefits) is OVERRULED. While these defenses add new matter, the facts pled are sufficient.

The demurrer to Defendant’s fifty-first affirmative defense (defenses yet to be identified) is OVERRULED. The inclusion of an “affirmative defense” asserting the right to amend the pleading is common and, ultimately, harmless: “[N]o error or defect in a pleading is to be regarded unless it affects substantial rights.” (Harris v. City of Santa Monica (2013) 56 Cal.4th 203, 240). “The primary function of a pleading is to give the other party notice so that it may prepare its case...and a defect in a pleading that otherwise properly notifies a party cannot be said to affect substantial rights.” (Ibid.)

Plaintiff to give notice.

103 Elevated Health, Inc. vs. AETNA Health of California Inc.

25-01516102 1. Demurrer to First Amended Complaint 2. Motion to Appear Pro Hac Vice Defendant Aetna Health of California, Inc. (“Aetna” or “Defendant”) demurs to the First Amended Complaint (FAC) of plaintiff Elevated Health, Inc. (“Plaintiff” or “Elevated Health”).

First Cause of Action for Breach of Implied Contract Aetna argues this cause of action fails because Elevated Health has not alleged a meeting of the minds as to a reimbursement rate and, while Elevated Health attempts to allege a meeting of the minds based on Aetna’s prior payments, those allegations make clear that the history of reimbursement between the parties was not consistent. Aetna further argues that any claim for breach of implied-in-law contract fails because it had no obligation to pay Plaintiff and alleged past payments cannot imply a promise of future payment.

Plaintiff argues that it provided services with statutorily defined rates known to Defendant and posted promptly at its COVID-19 testing sites, Defendant accepted the benefit of the testing and reimbursed some claims, and Defendant never instructed Plaintiff to stop providing services, all of which gives rise to an implied contract. “A cause of action for breach of implied contract has the same elements as does a cause of action for breach of contract, except that the promise is not expressed in words but is implied from the promisor’s conduct.” (Yari v. Producers Guild of America, Inc. (2008) 161 Cal.App.4th 172, 182.) “ ‘[B]oth types of contract are identical in that they require a meeting of minds or an agreement [citation].’ ” (Pacific Bay Recovery, Inc. v. California Physicians’ Services, Inc. (2017) 12 Cal.App.5th 200, 215.)

Plaintiff alleges that it provided COVID-19 diagnostic and screening services to Defendant’s insureds and invoiced Defendant for those services, which Defendant paid in inconsistent amounts. Plaintiff alleges that Defendant’s payment for the services created an implied contract pursuant to which Plaintiff would provide insureds with diagnostic screening and testing and Defendant would pay $125 for each screening and testing. Plaintiff alleges that Defendant has breached the implied contract by refusing to pay for Plaintiff’s services in whole or in part.

Plaintiff’s allegations that Defendant paid prior invoices in inconsistent amounts “undermines [Plaintiff’s] claim that the parties ever agreed to the same contractual terms.” (Pacific Bay, 12 Cal.App.5th at p. 216.) Nothing about Defendant’s alleged conduct supports the conclusion that Defendant agreed to pay $125 for each screening and testing performed by Plaintiff. Thus, Plaintiff has failed to allege mutual intent as to a material and essential term of an implied contract. (Ibid.) In light of the above, the Demurrer to the first cause of action is SUSTAINED with 20 days’ leave to amend.

Second Cause of Action for Goods and Services Rendered Aetna contends that this is a quantum meruit claim which fails because Plaintiff has not alleged any express or implied request for services by Aetna and the fact that services were rendered to Aetna’s insureds is insufficient. Further, Plaintiff has not alleged that the COVID-19 tests benefited Aetna.

Plaintiff argues that Defendant’s payment of some claims constituted an implied request for Plaintiff to continue to provide services and Defendant benefited from the services because they helped fulfill Defendant’s statutory obligations under the CARES Act and SB 510 and improved its insureds’ health outcomes, thereby reducing the amount spent on its insureds’ medical needs. “To recover in quantum meruit, the ‘plaintiff must establish both that he or she was acting pursuant to either an express or implied request for such services from the defendant and that the services rendered were intended to and did benefit the defendant’; further, the defendant must have ‘ “retained [the] benefit with full appreciation of the facts . . . .” ’ ” (Pacific Bay, 12 Cal.App.5th at p. 214.)

“[W]hen the services are rendered by the plaintiff to a third person, the courts have required that there be a specific request therefor from the defendant[.]” (Day v. Alta Bates Medical Center (2002) 98 Cal.App.4th 243, 249.) Therefore, Defendant’s acquiescence to the provision of services or partial payment of claims cannot support a claim for quantum meruit regarding services provided to Defendant’s insureds. Further, allegations regarding medical services to a defendant’s insureds have consistently been found not to be sufficient for a quantum meruit claim. (Stanford Health Care v.

Blue Cross Blue Shield of N. Carolina, Inc. (N.D. Cal. Jan. 21, 2022) 2022 WL 195847, at *10.) Thus, Plaintiff’s allegations that Defendant has retained a benefit as a result of Plaintiff’s provision of medical services to its insureds is insufficient. In light of the above, the Demurrer to the second cause of action is SUSTAINED with 20 days leave to amend.

Third Cause of Action for Statutory Liability for Violation of Senate Bill 510, The Cares Act and Insurance Code § 10110.7 Aetna contends this cause of action fails because SB 510 (codified as Health & Safety Code section 1342.2), the CARES Act, and Insurance Code section 10110.7 do not provide a private right of action. Aetna cites Insurance Code section 1758.65 to argue that section 10110.7 does not provide a private right of action because enforcement rests with the Commissioner. However, section 1758.65 relates to portable electronics insurance and does not apply here. Thus, Aetna has failed to show that the entire third cause of action fails and the Demurrer is OVERRULED.

Fourth Cause of Action for Violation of the UCL Aetna argues this cause of action fails because Plaintiff has an adequate remedy at law through its claim for monetary damages. Further, Plaintiff cannot establish any unfair conduct because it is neither a competitor of Aetna nor a consumer, Plaintiff has not alleged with specificity any unfair business practices, and Plaintiff’s “unlawful” allegations are based on statutes that do not create a private right of action. Because Aetna’s Demurrer to the third cause of action is overruled, its argument regarding failure to allege any unlawful conduct fails.

Elevated Health’s fourth cause of action seeks restitution of the amounts that have been withheld by Defendant as well as an injunction prohibiting Defendant from engaging in the alleged unfair and unlawful business practices. These remedies go beyond monetary damages and are proper under a UCL claim. (Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1144.) Thus, the Demurrer to the fourth cause of action is OVERRULED.

Fifth and Sixth Causes of Action for Open Book Account and Account Stated Aetna argues the open book account claim fails because Plaintiff does not allege any contractual or fiduciary relationship with Aetna or that Plaintiff kept a detailed statement of a series of transactions for which there is one single and indivisible liability. Further, there was no agreement on the final balance due and therefore, no claim for account stated can lie.

“[A] book account is defined as ‘a detailed statement which constitutes the principal record’ of transactions between the parties.” (Eloquence Corp. v. Home Consignment Center (2020) 49 Cal.App.5th 655, 666.) Such transactions must arise out of a contract or some fiduciary relation. (Tsemetzin v. Coast Federal Savings & Loan Assn. (1997) 57 Cal.App.4th 1334, 1343.) Here, Plaintiff merely alleges that the parties “had financial transactions with each other” and Plaintiff kept an electronic account of those financial transactions. These allegations fail to show that Plaintiff’s claim is made pursuant to a contract or some fiduciary relation or that Plaintiff’s account is the “principal record” of the parties’ transactions. Thus, the Demurrer to the fifth cause of action is SUSTAINED with 20 days leave to amend.

“The essential elements of an account stated are: (1) previous transactions between the parties establishing the relationship of debtor and creditor; (2) an agreement between the parties, express or implied, on the amount due from the debtor to the creditor; (3) a promise by the debtor, express or implied, to pay the amount due.” (Leighton v. Forster (2017) 8 Cal.App.5th 467, 491.) Here, as with the implied contract claim, Plaintiff’s allegations that Defendant made inconsistent payments or refused to pay some claims altogether undermines the allegation that Defendant agreed to pay the amounts claimed by Plaintiff. Thus, the Demurrer to the sixth cause of action is SUSTAINED with 20 days leave to amend.

Seventh Cause of Action for Unjust Enrichment Aetna contends this is not an independent cause of action and Elevated Health fails to allege Aetna knowingly accepted a benefit. Further, allowing Elevated Health to maintain this cause of action would frustrate the California Legislature’s intent not to create a private right of action for violations of these statutes.

There is a split of authority as to whether “unjust enrichment” is an independent cause of action. (Levine v. Blue Shield of California (2010) 189 Cal.App.4th 1117, 1138 [“Although some California courts have suggested the existence of a separate cause of action for unjust enrichment [citation], this court has recently held that ‘[t]here is no cause of action in California for unjust enrichment.’ ”].) The Court will follow Peterson v. Cellco Partnership (2008) 164 Cal.App.4th 1583, which treats unjust enrichment as a separate claim. Pursuant to Peterson, “[t]he elements of an unjust enrichment claim are the ‘receipt of a benefit and [the] unjust retention of the benefit at the expense of another.’” (164 Cal.App.4th at p. 1593.)

Here, Plaintiff alleges that Defendant knew and understood that Plaintiff was undertaking to perform the beneficial services and has been unjustly enriched by its refusal to pay for those services. These allegations state facts sufficient to demonstrate Defendant’s knowing acceptance of a benefit and unjust retention thereof. Further, Defendant’s argument regarding frustration of Legislative intent fails, at least with regard to Insurance Code section 10110.7. Thus, the Demurrer to the seventh cause of action is OVERRULED.

Eighth Cause of Action for Declaratory Relief Aetna argues this claim fails because it is not an independent cause of action, all of Plaintiff’s other causes fail, and Plaintiff’s claim for monetary damages would adequately resolve the dispute between the parties. “Declaratory relief operates prospectively to declare future rights, rather than to redress past wrongs. . . . Where, . . ., a party has a fully matured cause of action for money, the party must seek the remedy of damages, and not pursue a declaratory relief claim.” (Canova v.

Trustees of Imperial Irr. Dist. Employee Pension Plan (2007) 150 Cal.App.4th 1487, 1497.) Plaintiff does not dispute that the statutes underlying the FAC regarding the public health emergency posed COVID-19 are no longer in effect. Thus, Plaintiff’s claims for payment are fully matured causes of action for money and the Demurrer to the eighth cause of action is SUSTAINED with 20 days leave to amend.

Statute of Limitations Elevated Health seeks reimbursement for claims for services provided between January 8, 2021 and November 18, 2023 and this action was filed on October 1, 2025. Aetna argues the UCL, open book account, and account stated claims are all subject to a four-year statute of limitations and are time-barred. Further the claims for goods and services rendered and breach of implied contract are subject to a two-year statute of limitations and are time-barred.

Aetna’s arguments fail, as the FAC does not show on its face when Aetna refused to pay Plaintiff’s invoices. (E-Fab, Inc. v. Accountants, Inc. Services (2007) 153 Cal.App.4th 1308, 1315-1316 [“ ‘In order for the bar of the statute of limitations to be raised by demurrer, the defect must clearly and affirmatively appear on the face of the complaint; it is not enough that the complaint shows merely that the action may be barred.’ ”].) Thus, the Demurrer on statute of limitations grounds is OVERRULED. Moving party to give notice.

3. Case Management Conference

104 Smart Solutions, Inc. vs. Magic Brush Car Wash, LP

24-01423896 Motion to Be Relieved as Counsel of Record Bryan Theis/Theis Law Group, PC (“Moving Counsel”) moves to be relieved as Counsel of Record for Defendant/Cross-Complainant Magic Brush Car Wash, LP. The Motion is GRANTED. On June 9, 2026, Moving Counsel filed proof of service showing service of the notice of continuance and moving papers on the client on June 9, 2026, by first-class mail. (ROA 84.)