Sixth Circuit Holds ERISA Expressly Preempts Out-of-Network Providers’ Negligent-Misrepresentation and Promissory-Estoppel Claims Based on a Plan Administrator’s Oral Reimbursement Assurances

In Laurel Hill Mgmt. Servs., Inc. v. La-Z-Boy Inc., No. 25-1727, — F.4th —-, 2026 WL 2427143 (6th Cir. Aug. 19, 2026), several out-of-network medical providers treated a patient covered under La-Z-Boy’s ERISA-governed health benefit plan after Blue Cross Blue Shield of Michigan, the plan administrator, orally represented that it would reimburse them at the usual, customary, and reasonable (UCR) rate. Blue Cross instead paid the providers $1,598.40 on claims of $342,296, an amount based on Medicare rather than the represented UCR rate. The providers sued La-Z-Boy and Blue Cross in California state court, asserting state-law claims for negligent misrepresentation and promissory estoppel and seeking payment at the UCR rate. After removal and transfer to the Eastern District of Michigan, the district court granted the defendants’ motions to dismiss, holding that ERISA’s express-preemption provision, 29 U.S.C. § 1144(a), barred the providers’ claims because they “relate to” La-Z-Boy’s plan. The Sixth Circuit affirmed.

The court first declined to consider new allegations and claims, including a breach-of-oral-contract theory, that appeared only in a proposed second amended complaint the providers moved to file after judgment and after noticing their appeal. Because that filing post-dated the challenged judgment and was not part of the appellate record, the court limited its review to the operative first amended complaint.

Turning to the merits, the court reviewed the preemption question de novo and held that Cromwell v. Equicor-Equitable HCA Corp., 944 F.2d 1272 (6th Cir. 1991), controlled. Cromwell held that ERISA expressly preempts negligent-misrepresentation and promissory-estoppel claims asserted by healthcare providers against a plan administrator based on the administrator’s oral assurances about coverage, because such claims in essence seek recovery of an ERISA plan benefit and affect the relationships among plan principals. The court found the providers’ claims materially identical and rejected each attempt to distinguish Cromwell. It explained that Cromwell’s preemption of the negligent-misrepresentation and promissory-estoppel claims did not turn on the assignment-of-benefits agreement present in that case, which the Cromwell court treated as relevant only to separate contract claims. The court also rejected the providers’ effort to recast their claims as “extent of payment” claims arising from a rate agreement separate from the plan, concluding that the operative complaint tethered the alleged misrepresentations to the terms of La-Z-Boy’s ERISA plan itself, which set the reimbursement rate. The court further held that Cromwell remained binding because the providers identified no intervening Supreme Court decision inconsistent with it, and it distinguished out-of-circuit authority declining preemption of similar claims. The court emphasized that its holding was narrow, reaching only third-party providers’ negligent-misrepresentation and promissory-estoppel claims arising from an administrator’s oral assurances about coverage or reimbursement terms, and not other state-law claims in different factual scenarios.

Finally, the court held that the district court did not abuse its discretion in declining to grant leave to amend, because the providers’ single-sentence request in their opposition brief, unaccompanied by any proposed amendment or grounds, did not constitute a motion under Federal Rule of Civil Procedure 15(a).

Judge Murphy concurred. Bound by Cromwell, he agreed with the result but wrote separately to describe Cromwell as a “poorly reasoned” “outlier” that sits uncomfortably alongside later Supreme Court and out-of-circuit authority. He reasoned that a provider’s negligent-misrepresentation claim, like a contract claim, enforces generally applicable duties existing independently of the plan and should generally escape preemption, and he urged that Cromwell be read as narrowly as its logic allows going forward.