Full Opinion

USCA11 Case: 26-11157 Document: 24-1 Date Filed: 11/13/2026 Page: 1 of 10 NOT FOR PUBLICATION In the United States Court of Appeals For the Eleventh Circuit ____________________ No. 26-11157 Non-Argument Calendar ____________________ EMERALD MULTISPECIALTY P.A., Plaintiff-Appellant, versus UNITEDHEALTHCARE, INC., UNITEDHEALTHCARE INSURANCE COMPANY, Defendants-Appellees. ____________________ Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 0:25-cv-61681-AHS ____________________ Before LUCK, LAGOA, and BRASHER, Circuit Judges. PER CURIAM: Emerald Multispecialty, P.A. treated patients insured by UnitedHealthcare during the COVID-19 pandemic. Emerald was USCA11 Case: 26-11157 Document: 24-1 Date Filed: 11/13/2026 Page: 2 of 10 2 Opinion of the Court 26-11157 not part of United’s medical provider network. Yet Emerald later sought payment from United for COVID-19 testing and monoclo- nal-antibody treatment. According to Emerald, federal require- ments obligated health plans to cover those services regardless of whether the provider was in network. Emerald alleges that United paid some other COVID-related claims but not the claims involved here. Emerald sued United in Florida state court for breach of an implied-in-fact contract and sought declaratory relief. United properly removed the case to federal court, and Emerald filed the operative complaint. United moved to dismiss. The district court dismissed both claims with prejudice. We affirm. Emerald’s contract claim fails. Emerald has not alleged facts permitting a reasonable inference that United as- sented—by words or conduct—to a contract with Emerald that covers the disputed services. And the district court acted within its discretion by declining to entertain Emerald’s request for a declar- atory judgment. We therefore do not address the parties’ remain- ing arguments. I. Because the district court dismissed this suit at the pleading stage, we take the well-pleaded factual allegations in Emerald’s op- erative complaint as true and draw reasonable inferences in Emer- ald’s favor. USCA11 Case: 26-11157 Document: 24-1 Date Filed: 11/13/2026 Page: 3 of 10 26-11157 Opinion of the Court 3 Emerald operates a medical practice that is not part of United’s provider network. During the COVID-19 pandemic, Em- erald administered tests and monoclonal-antibody treatment to United’s insureds. Emerald alleges that federal COVID-19 require- ments made those services subject to mandatory coverage for United’s insureds, and United knew that (1) Emerald was providing the services and (2) Emerald expected payment. Emerald submit- ted claims involving hundreds of patients that allegedly remain un- paid. Emerald and United never entered an express provider agreement governing the disputed claims. Emerald instead alleges that it had an implied agreement with United. On Emerald’s tell- ing, United “impliedly agreed to pay” certain charges, and United’s conduct—like paying some COVID-related claims for other United insureds—established a mutual understanding that United would compensate Emerald. Doc. 13 ¶¶ 30, 39. United moved to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure. Among other things, it argued that Em- erald had not plausibly alleged mutual assent or consideration. United also contended that Emerald’s request for declaratory relief seeks monetary redress for past harm rather than resolution of an ongoing controversy. The district court agreed with United and dismissed the op- erative complaint with prejudice. Emerald appealed. We have jurisdiction under 28 U.S.C. §§ 1291, 1332. USCA11 Case: 26-11157 Document: 24-1 Date Filed: 11/13/2026 Page: 4 of 10 4 Opinion of the Court 26-11157 II. We review a district court’s dismissal for failure to state a claim de novo. Beazer v. Richmond Cnty. Constructors, LLC, 169 F.4th 1082, 1086 (11th Cir. 2026). We accept well-pleaded factual allega- tions as true and view them in the light most favorable to the plain- tiff. Veritas v. Cable News Network, Inc., 121 F.4th 1267, 1274 (11th Cir. 2024). But a complaint must contain enough factual matter to “state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 570 (2007). III. We divide our discussion into three parts. First, we conclude that the district court correctly dismissed Emerald’s implied-in-fact contract claim. Emerald has not pleaded facts that establish United assented to pay for the COVID-19 tests and treatments. Second, we conclude that the district court acted within its discretion when it rejected Emerald’s request for a declaratory judgment. Third, the district court properly dismissed both counts with prejudice be- cause Emerald made no viable argument that an amendment would cure the deficient pleadings. A. Florida law recognizes implied-in-fact contracts. Those con- tracts mainly differ from express contracts in how the parties man- ifest their agreement. For express contracts, parties tend to arrive at an agreement through their words. For implied-in-fact contracts, USCA11 Case: 26-11157 Document: 24-1 Date Filed: 11/13/2026 Page: 5 of 10 26-11157 Opinion of the Court 5 however, parties convey agreement through their conduct. See Com. P’ship 8098 Ltd. P’ship v. Equity Contracting Co., 695 So. 2d 383, 385 (Fla. Dist. Ct. App. 1997) (citing Bromer v. Fla. Power & Light Co., 45 So. 2d 658, 660 (Fla. 1950)); Eskra v. Provident Life & Accident Ins. Co., 125 F.3d 1406, 1413 (11th Cir. 1997). But “implied” does not mean unilateral. The parties still must form an agreement. W.R. Townsend Contracting, Inc. v. Jensen Civ. Constr., Inc., 728 So. 2d 297, 300 (Fla. Dist. Ct. App. 1999). An implied-in-fact contract rests on a “tacit promise” inferred from the parties’ conduct. Com. P’ship, 695 So. 2d at 385. A plaintiff’s expec- tation that it would be paid, standing alone, cannot establish the other party’s assent. See Eskra, 125 F.3d at 1416. The mutual assent requirement for implied-in-fact contracts resolves this case. Emerald points to three pieces of context that, in its view, establish implied assent: Emerald provided medical ser- vices to United’s members, United allegedly knew that Emerald ex- pected payment, and United paid some other COVID-related claims. Emerald argues that those circumstances, combined with federal coverage requirements, permit an inference that United tac- itly agreed to pay the claims at issue. We disagree. First, Emerald providing services to United’s insureds does not itself suggest that United entered a contract with Emerald. It is true that Florida law recognizes that services know- ingly accepted under circumstances indicating an expectation of compensation may support an implied promise to pay. See, e.g., Lewis v. Meginniss, 12 So. 19, 21 (Fla. 1892); Com. P’ship, 695 So. 2d USCA11 Case: 26-11157 Document: 24-1 Date Filed: 11/13/2026 Page: 6 of 10 6 Opinion of the Court 26-11157 at 387. But Emerald does not allege that United requested or ac- cepted medical services rendered to United. Emerald treated United’s insureds, then sought payment from their insurer. The relevant question is therefore not simply whether Em- erald performed services with an expectation of compensation, but whether United engaged in conduct from which we may reasona- bly infer its agreement to pay Emerald for these claims. Emerald identifies no such conduct for the disputed claims. It does not allege that United requested the services, negotiated a reimbursement rate, entered a provider relationship with Emerald, or gave claim- specific authorization from which an agreement to pay could plau- sibly be inferred. To the contrary, Emerald alleges that it was out of network and that United denied the claims now in dispute. Second, United’s alleged payment of other COVID-related claims does not fill that pleading gap. Past dealing may support an inference of an implied agreement. Rabon v. Inn of Lake City, Inc., 693 So. 2d 1126, 1131 (Fla. Dist. Ct. App. 1997). But Emerald does not allege any course of dealing that suggests United would assent to the denied claims. Emerald alleges only that United approved some services and made payments involving some members for claims not at issue here. Those vague assertions suggest only that United considered and approved some claims on a case-by-case ba- sis rather than write Emerald, an out-of-network provider, a check for all the disputed COVID-related services. The mere fact that some earlier claims were approved cannot plausibly establish that United agreed to pay every later COVID-related claim submitted USCA11 Case: 26-11157 Document: 24-1 Date Filed: 11/13/2026 Page: 7 of 10 26-11157 Opinion of the Court 7 by Emerald, much less that it agreed to Emerald’s asserted pay- ment terms. Emerald’s cited authorities are not persuasive. Both are re- ports and recommendations from a magistrate judge that do not appear to have been adopted by a district judge. See, e.g., Boca Raton Reg’l Hosp., Inc. v. Celtic Ins. Co., No. 19-80650-CIV, 2020 WL 9458896, at *8–9 (S.D. Fla. Feb. 6, 2020); Kindred Hosps. E., LLC v. Med. Mut. Servs., LLC, No. 8:23-CV-1075-KKM-CPT, 2025 WL 2374027, at *24 (M.D. Fla. June 11, 2025). In any event, they are also distinguishable. They involve more direct conduct by an in- surer toward the provider—such as claim-specific prior authoriza- tion coupled with a course of payment. The operative complaint here alleges no comparable authorization for the claims at issue. Third, Emerald’s legally-mandated-coverage theory does not establish contractual assent. A statute or regulation, like the ones at issue in this case, may impose an obligation on an insurer to provide services to its insureds. But a legal obligation toward an insured does not, without more, establish that an insurer assented to a separate contract to reimburse a particular out-of-network pro- vider. Obligations imposed by statute and contractual assent are different concepts. Tipper v. Great Lakes Chem. Co., 281 So. 2d 10, 13 (Fla. 1973). “[C]ontracts implied in law, commonly called ‘quasi contracts’, are obligations imposed by law on grounds of justice and equity, and do not rest upon the assent of the contracting par- ties.” Id. On the other hand, “contracts implied in fact require the assent of the parties.” Id. A legal obligation cannot substitute for USCA11 Case: 26-11157 Document: 24-1 Date Filed: 11/13/2026 Page: 8 of 10 8 Opinion of the Court 26-11157 allegations of mutual assent. Suarez Trucking FL Corp. v. Souders, 350 So. 3d 38, 42 (Fla. 2022) (“In order to create a contract, it is essential that there should be a reciprocal assent to the contract terms.” (ci- tation modified)). Emerald argues that the existence of an implied agreement is ordinarily a factual question inappropriate for resolution at the pleading stage. But that contention does not save the complaint. Factual disputes over assent survive a motion to dismiss only when the complaint alleges conduct supporting an inference of agree- ment. Rule 12(b)(6) required Emerald to allege facts making the existence of an agreement plausible. Describing the issue as “fac- tual” does not supply the allegations that the complaint lacks. Emerald therefore failed to plead an implied-in-fact contract claim. We accordingly express no view on the parties’ additional arguments about consideration, the preexisting-duty rule, whether Emerald conferred a direct benefit on United, or the statute of frauds. See Zen Grp., Inc. v. Agency for Health Care Admin., 80 F.4th 1319, 1325 (11th Cir. 2023) (“[W]e may affirm on any ground sup- ported by the record . . . .” (citation modified)). B. Emerald also challenges the dismissal of its request for de- claratory relief. We conclude that the district court acted within its discretion in declining to entertain that request. Under the Declaratory Judgment Act, federal courts “may declare the rights and other legal relations of any interested party USCA11 Case: 26-11157 Document: 24-1 Date Filed: 11/13/2026 Page: 9 of 10 26-11157 Opinion of the Court 9 seeking such declaration” in a case of actual controversy. 28 U.S.C. § 2201(a). And the actual harm must be either ongoing or imminent rather than a declaration of past harms. Malowney v. Fed. Collection Deposit Grp., 193 F.3d 1342, 1347 (11th Cir. 1999); Scott v. City of Daytona Beach, 186 F.4th 1286, 1296 (11th Cir. 2026) (contrasting prospective versus retrospective relief and identifying a declaratory judgment as a form of prospective relief). District courts have “broad statutory discretion to decline declaratory relief.” Cambridge Christian Sch., Inc. v. Fla. High Sch. Athletic Ass’n, 942 F.3d 1215, 1251 (11th Cir. 2019) (quoting Wilton v. Seven Falls Co., 515 U.S. 277, 287 (1995)). We review a district court’s decision whether to grant de- claratory relief for abuse of discretion. Id. at 1250–51. The district court did not abuse its discretion. Although listed as a separate claim, Emerald’s request for declaratory judg- ment concerns the same completed conduct underlying its contract claim. Emerald alleges that it provided medical services to United’s insureds, submitted claims for those services, and was not paid. It seeks a declaration concerning United’s obligations under the ap- plicable insurance policies, state and federal law, and federal COVID-19 emergency requirements. This request for declaratory relief therefore rises and falls with the contract claim. The opera- tive complaint also reveals that the request for a declaratory judg- ment is retrospective in nature. Accordingly, the district court did not abuse its discretion in dismissing this claim. USCA11 Case: 26-11157 Document: 24-1 Date Filed: 11/13/2026 Page: 10 of 10 10 Opinion of the Court 26-11157 C. Finally, the district court did not err by declining to give Em- erald another opportunity to amend. Emerald amended its com- plaint after United first moved to dismiss. United then filed a sec- ond motion to dismiss. When responding to the second motion, Emerald requested leave to amend but did not submit a proposed second amended complaint or identify additional allegations that would cure the deficiencies the district court later identified. A dis- trict court need not grant leave to amend when the request appears only in an opposition brief. See Advance Tr. & Liffe Escrow Servs., LTA v. Protective Life Ins. Co., 93 F.4th 1315, 1336 (11th Cir. 2024). But even if Emerald had properly moved for leave to amend, it has identified no facts that it could allege to cure the complaint’s de- fects. IV. We therefore AFFIRM the judgment dismissing the opera- tive complaint with prejudice.