NAJAM, J.
STATEMENT OF THE CASE
Abby Allen and Walter Moore appeal the trial court’s judgment dismissing their complaint against Clarian Health Partners, Inc. (“Clarian”) for failure to state a claim upon which relief can be granted, pursuant to Indiana Trial Rule 12(B)(6). The parties raise numerous arguments for our review, which we restate as the following five issues on appeal:
1. Whether the complaint states a claim when it alleges that Clarian breached its contracts with Allen and Moore by charging them unreasonable fees;
2. Whether the contracts unambiguously require Allen and Moore to pay Clarian’s fees;
3. Whether the complaint is an improper attempt to invoke judicial review of contract consideration;
4. Whether the complaint sufficiently alleges damages that have been or will be suffered by Allen and Moore based on Clarian’s alleged breach of the contracts; and
5. Whether the judiciary is an appropriate forum to determine the reasonable value of medical expenses.
We hold that Allen and Moore’s complaint is supported by more than 120 years of Indiana common law and states a claim for breach of contract. Accordingly, we reject Clarian’s proffered reasons for why the complaint should be dismissed for failure to state a claim. We reverse and remand for further proceedings.
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Issue One: Allegation of Breach
The first issue we consider is whether Allen and Moore’s complaint alleges a breach of their contracts by Clarian. Allen and Moore contend that “no price was specified in the contracts” and, therefore, that they only agreed to pay a reasonable charge for Clarian’s services. See Appellant’s App. at 13. Clarian, on the other hand, contends that “the express account-payment term, together with the definiteness provided by its chargemaster rates, is an unambiguous, express obligation binding on” Allen and Moore. Appellee’s Br. at 5. Clarian also asserts that “there is no other way to establish a payment obligation for health care services on an ex ante basis since the course of treatment is unknowable in advance.” [Footnote omitted.] Id. We cannot agree with Clarian. There is no reference to the chargemaster rates, express or implied, in the contracts. Accordingly, the law implies a reasonable charge.
In 1888, our supreme court considered a case where one party rendered services to another pursuant to a contract that lacked a specific statement of compensation. The court held:
The case is the simple and ordinary one of a plaintiff rendering service at the instance of a defendant without any specific compensation being agreed upon. As every one knows, the law implies a promise on the part of the defendant in such cases to pay the plaintiff the reasonable value of his services.
Louisville, New Albany & Chicago Ry. Co. v. Hubbard, 116 Ind. 193, 18 N.E. 611, 612 (1888); see also Champa v. Consol. Fin. Corp., 231 Ind. 580, 110 N.E.2d 289, 296 (1953) (“The conditional buyer . . . took the car to appellant’s garage and requested the repairs, but no contract was made for any definite price. In such cases the law implies a promise to pay the reasonable value of services.”); Lennox & Matthews & Assocs. v. Rozzelle, 231 Ind. 343, 108 N.E.2d 621, 622 (1952) (“Under such circumstances the law will imply a promise to pay the reasonable value [of the services rendered].”); Ind. Bell Telephone Co. v. Ice Serv., Inc., 142 Ind. App. 23, 29, 231 N.E.2d 820, 824 (1967) (“Where there is an agreement that compensation is to be paid but the price is not fixed, the party furnishing services and materials in performance of the contract is entitled to the reasonable value thereof.”); Coleman v. Chapman, 139 Ind. App. 385, 391, 220 N.E.2d 285, 289 (1966) (same).
As those cases demonstrate, Indiana common law has long held that a reasonable charge will be implied in a contract that does not otherwise specify a charge. Our common law is in line with well-established jurisprudence: “Where a contract makes no statement as to the price to be paid, the law invokes the standard of reasonableness, and the fair value of the services or property is recoverable.” 17A Am. Jur. 2d Contracts § 488 (2d ed. 2011).
Accordingly, where a person performs services . . . for another at the other’s request and there is no express agreement as to compensation, a promise to pay the reasonable value of the services . . . may properly be implied where the circumstances warrant. Even though a contract is too indefinite as to price or compensation for enforcement, recovery may generally be had for the reasonable value of goods or services furnished in pursuance of it.
Id. (footnotes omitted).
The Indiana Supreme Court recently invoked this rule when it declared that:
the proper measure of medical expenses in Indiana is the reasonable value of such expenses. This measure of damages cannot be read as permitting only full recovery of medical expenses billed to a plaintiff. Nor can the proper measure of medical expenses be read as permitting only the recovery of the amount actually paid. The focus is on the reasonable value, not the actual charge. This is especially true given the current state of health care pricing.
The complexities of health care pricing structures make it difficult to determine whether the amount paid, the amount billed, or an amount in between represents the reasonable value of medical services. One authority reports that hospitals historically billed insured and uninsured patients similarly. Mark A. Hall & Carl E. Schneider, Patients As Consumers: Courts, Contracts, and the New Medical Marketplace, 106 Mich. L. Rev. 643, 663 (2008). With the advent of managed care, some insurers began demanding deep discounts, and hospitals shifted costs to less influential patients. Id. This authority reports that insurers generally pay about forty cents per dollar of billed charges and that hospitals accept such amounts in full satisfaction of the billed charges. Id.
As more medical providers are paid under fixed payment arrangements, another authority reports, hospital charge structures have become less correlated to hospital operations and actual payments. The Lewin Group, A Study of Hospital Charge Setting Practices i (2005). Currently, the relationship between charges and costs is “tenuous at best.” Id. at 7. In fact, hospital executives reportedly admit that most charges have “no relation to anything, and certainly not to cost.” Hall, Patients As Consumers at 665. [Internal Footnote 3: Indeed, amicus in this case, the Insurance Institute of Indiana, Inc., flatly says “charges billed by health care providers are effectively irrelevant to the value of the services provided . . . .”] Thus, based on the realities of health care finance, we are unconvinced that the reasonable value of medical services is necessarily represented by either the amount actually paid or the amount stated in the original medical bill.
When dealing with a similar issue, our sister court in Ohio declared that, “[t]he jury may decide that the reasonable value of medical care is the amount originally billed, the amount the medical provider accepted as payment, or some amount in between . . . both the original bill and the amount accepted are evidence relevant to the reasonable value of medical expenses.” We adopt this approach.
Stanley v. Walker, 906 N.E.2d 852, 856-57 (Ind. 2009) (emphases added; some citations and footnotes omitted; other omissions and some alterations original). Although Stanley was a personal injury case, not an action for breach of contract, our supreme court squarely addressed and resolved the primary issue before us in this case when it held that the proper measure of medical expenses in Indiana is the reasonable value of those expenses and that, absent an express agreement, various factors may be taken into account in determining the reasonable value of medical expenses.
This court recently reiterated these same principles. Specifically, this court considered a collection lawsuit filed by a medical doctor against a former patient for an unpaid bill. In that case, the patient had signed “financial responsibility forms . . . when the services were rendered[] that guaranteed payment for charges incurred on her account.” Jackson v. Trancik, ___ N.E.2d ___, slip op. at *2-*3, No. 29A02-1012-CC-1391 (July 20, 2011), not yet certified. The doctor filed suit for the balance of the account, net of insurance, and the patient-defendant challenged the reasonableness of the doctor’s fees. The trial court struck the patient’s evidence offered to prove the reasonableness of the doctor’s fees and entered summary judgment for the doctor.
On appeal, we reversed the trial court’s judgment, noting that the issue between the parties was whether the doctor’s charges reflected “the amounts usually, customarily, and reasonably billed for such services.” Id. at *6 (citing Galloway v. Methodist Hosp., Inc., 658 N.E.2d 611, 613-14 (Ind. Ct. App. 1995)). Thus, we conclude that it is immaterial whether the action is in contract or in tort, and that, where no price has been specified for the services to be rendered, “the proper measure of medical expenses in Indiana is the reasonable value of such expenses.” Stanley, 906 N.E.2d at 856. And the reasonable value is not necessarily represented by either the amount actually paid or the amount stated in the original medical bill. Id.
Indiana law notwithstanding, Clarian contends that the weight of foreign law shows, in effect, that hospitals are not held to the same reasonableness standard in the interpretation of their contracts for medical services. Clarian first cites a 2007 decision of the Supreme Court of South Dakota. In that case, the court considered whether the plaintiffs stated a claim when they alleged that certain hospitals unreasonably charged them the “full, undiscounted cost rather than the discounted rates Hospitals charged insured and Medicare/Medicaid patients.” Nygaard v. Sioux Valley Hosps. & Health Sys., 731 N.W.2d 184, 190 (S.D. 2007) (quotation omitted). The South Dakota Supreme Court held:
we conclude that this theory fails to state a claim because the price terms were controlled by language in the contracts. The complaints all allege that the Hospitals required the Patients to sign contracts agreeing “to pay, in full, unspecified and undiscounted charges for medical care, which charges [were] pre-set by [the Hospitals] . . . .” (Emphasis added.) Because, as we explain below, pre-set price charges were pleaded, the price terms were fixed and determinable, and because the contracts spoke to the issue of price, the law does not permit imputation of different, implied price terms for what patients later claimed were the reasonable values of the services provided
Id. at 191 (some emphases added; alterations, and omission original). As the court further noted, “prices that are previously fixed at a given amount are determinable. Therefore . . . the contracts were not silent or open concerning price and we cannot impute commercially reasonable . . . terms into the agreements.” Id. at 191-92.
Clarian also relies heavily on DiCarlo v. St. Mary Hospital, 530 F.3d 255 (3d Cir. 2008). In DiCarlo, the United States Court of Appeals for the Third Circuit adopted the opinion of the United States District Court for the District of New Jersey and held that the plaintiffs lacked a cause of action against the hospital. Under the plaintiff’s contract with the hospital, the plaintiff “guarantee[d] payment of all charges and collection costs for services rendered . . . .” DiCarlo, 530 F.3d at 259 (emphasis original). Thereafter, the hospital charged the plaintiff “significantly higher rates than [it would have charged] insured patients and patients covered under [government programs].” Id. The plaintiff sued the hospital for breach of contract, among other causes, for not charging a reasonable fee.
The court dismissed the action on the pleadings, reasoning as follows:
While Plaintiff’s contentions have facial persuasiveness, they fail to take into account the peculiar circumstances of hospitals . . . and the bearing these circumstances have upon the interpretation of contracts between a patient and the hospital. . . .
. . . The Court finds that in the context of this case, the price term was not in fact open, and that “all charges” unambiguously can only refer to St. Mary’s uniform charges set forth in its Chargemaster. . . .
The price term “all charges” is certainly less precise than price term of the ordinary contract for goods or services in that it does not specify an exact amount to be paid. It is, however, the only practical way in which the obligations of the patient to pay can be set forth, given the fact that nobody yet knows just what condition the patient has, and what treatments will be necessary to remedy what ails him or her. Besides handing the patient an inches-high stack of papers detailing the hospital’s charges for each and every conceivable service, which he or she could not possibly read and understand before agreeing to treatment, the form contract employed by St. Mary’s is the only way to communicate to a patient the nature of his or her financial obligations to the hospital. Furthermore, “it is incongruous to assert that [a hospital] breached the contract by fully performing its obligation to provide medical treatment to the plaintiff[] and then sending [him] [an] invoice[] for charges not covered by insurance.” Burton v. William Beaumont Hosp., 373 F. Supp. 2d 707, 719 (E.D. Mich. 2005).
This case, and other similar cases being brought throughout the country, arise out of the anomalies which exist in the American system of providing health care. A court could not possibly determine what a “reasonable charge” for hospital services would be without wading into the entire structure of providing hospital care and the means of dealing with hospital solvency. These are subjects with which state and federal executives, legislatures, and regulatory agencies are wrestling and which are governed by numerous legislative acts and regulatory bodies. For a court to presume to address these problems would be rushing in where angels fear to tread. What Plaintiff is asking the Court to do here is, put simply, to solve the problems of the American health care system, problems that the political branches of both the federal and state governments and the efforts of the private sector have, thus far, been unable to resolve. Like other similar suits filed in other federal courts, this action seeks judicial intervention in a political morass.
Id. at 263-64 (emphasis added; some alterations original; footnotes omitted); see also Holland v. Trinity Healthcare Corp., 791 N.W.2d 724, 730 (Mich. Ct. App. 2010) (holding that the contract phrase “usual and customary charges” unambiguously refers to the chargemaster rates); Morrell v. Wellstar Health System, Inc., 633 S.E.2d 68, 72 (Ga. Ct. App. 2006) (“The rules of contract construction enabled [the conclusion] that [the term] „all charges‟ unambiguously referred to the written summary of specific charges required by [a statute.]”); Shelton v. Duke Univ. Health System, Inc., 633 S.E.2d 113, 116-117 (N.C. Ct. App. 2006) (concluding that “regular rates and terms of the Hospital” is not an open price term when the prices are set forth in a chargemaster list).
Clarian’s reliance on foreign case law is misplaced. Unlike the contracts at issue in those cases, here the only language in the contracts on pricing states that, “[i]n consideration of services delivered . . . , the undersigned guarantees payment of the account, and agrees to pay the same upon discharge if such account is not paid by a private or governmental insurance carrier.” Appellants’ App. at 17. There is no mention in Clarian’s contracts of “regular rates,” “pre-set” rates, “all charges,” “usual and customary charges,” or any other statement that might have placed Allen and Moore on notice of Clarian’s fee schedule at the time they entered into the contracts. [Footnote omitted.] Accordingly, we are not persuaded that the contract terms discussed in any of the foreign case law cited by Clarian apply here.
Clarian imputes the chargemaster rates into its contracts with Allen and Moore and, in so doing, relies on the holding in DiCarlo. We decline Clarian’s invitation to follow DiCarlo because the court’s reasoning in that case is contrary to Indiana law. Specifically, we decline to make the same leap the DiCarlo court made when it declared that the price term was not an indefinite, open term and that the generic term “all charges” was unambiguous and could “only refer to” the hospital’s chargemaster rates. When interpreting a written contract, the court’s primary objective is to discern the intent of the parties from the text of the instrument. See Johnson v. Johnson, 920 N.E.2d 253, 256 (Ind. 2010). But there must be a basis in the text for our interpretation. We may not simply surmise the intent of the parties, suppose that something is true, and fill in the blank. It is a basic rule of Indiana contract law that a court may not supply missing, essential terms that are not otherwise implied. See Van Prooyen Builders, Inc. v. Lambert, 907 N.E.2d 1032, 1037 (Ind. Ct. App. 2009), aff‟d on reh’g, 911 N.E.2d 619, trans. denied. Here, the contracts provided by Clarian make no direct or indirect reference to the chargemaster or any other fee schedule, and the price for services to be rendered is, therefore, a missing and essential term.
We find that the decision of the Supreme Court of Tennessee in Doe v. HCA Health Services of Tennessee, Inc., 46 S.W.3d 191 (Tenn. 2001), is both directly on point and consistent with current and long-standing Indiana law. In that case, the court stated, in relevant part, as follows:
In reviewing the hospital’s form contract signed by Jane Doe, we note that the contract contains no express reference to a “document, transaction or other extrinsic facts” nor does it set out “a practicable method” by which Jane Doe’s “charges” are to be determined. The contract merely states (in pertinent part): “I understand I am financially responsible to the hospital for charges not covered by this authorization.” (Emphasis added.) HCA Donelson Hospital asserts, however, that its Charge Master is a sufficient means by which to determine Jane Doe’s hospital charges, and that the Charge Master thereby supplies a definite price term in the contract.
We disagree. While it is true that the Charge Master could be used as a reference in determining a patient’s charges, the flaw in the hospital’s argument is that the contract itself does not “contain [ ] a reference to some document, transaction or other extrinsic facts [e.g., the Charge Master] from which its meaning may be made clear.” See Williston on Contracts, § 4:27, at 593 (emphasis added). Because the agreement does not refer to a document or extrinsic facts by which the price will be determined, we hold that the price term in the agreement between Jane Doe and HCA Donelson Hospital is indefinite.
In so holding, we are cognizant of the arguments of the hospital and the amici curiae that invalidating the contract in dispute will wreak havoc on both the hospital industry and on non-health-care businesses alike. They argue that hospitals and other businesses commonly use contracts containing language similar to the hospital’s use of “charges” in stating the price to be paid by the purchaser. They contend that holding this hospital contract to be indefinite could cause instability in Tennessee’s economy because such a holding jeopardizes any contract that does not state a specific price. To be clear, the Court‟s holding in this case does not invalidate all contracts that do not state a specific price; to the contrary, our holding is based upon the particular facts of this case, i.e., that HCA Donelson Hospital’s contract signed by Jane Doe did not provide any reference to a document, transaction or other extrinsic facts by which the price could be determined and the meaning of the term “charge” made clear. Had the agreement adequately defined “charges,” the price term of the contract would not have been indefinite.
Id. at 197 (some emphases and alterations original); see also Payne v. Humana Hospital Orange Park, 661 So. 2d 1239 (Fla. Dist. Ct. App. 1995) (holding that “[a] patient may not be bound by unreasonable charges in an agreement to pay charges in accordance with ‘standard and current rates.’”) (per curiam), review denied, 671 So. 2d 788 (Fla. 1996) (table). We agree with the Tennessee Supreme Court’s opinion, which exemplifies Indiana law on a comparable set of facts.
In sum, the contracts between Clarian and Allen and Moore did not specify a price or otherwise identify a fee schedule for the medical services to be rendered. Hence, it is well settled under Indiana law that a reasonable fee is implied. Consistent with that law, Allen and Moore alleged in their complaint that Clarian charged them an unreasonable price. That allegation, if true, would constitute a breach of contract. As such, on the face of the complaint Allen and Moore have sufficiently alleged that Clarian breached their contracts.
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Conclusion
In sum, the trial court erred when it granted Clarian’s Rule 12(B)(6) motion to dismiss the complaint for failure to state a claim upon which relief can be granted. Allen and Moore stated a claim for breach of contract under the Indiana Declaratory Judgments Act. More than a century of legal precedent, including recent Indiana Supreme Court authority, provides the proper legal framework for our conclusion that Allen and Moore have stated a claim for breach of contract upon which relief can be granted. The trial court’s decision is reversed and this cause is remanded for further proceedings.
Reversed and remanded.
ROBB, C.J., and BAILEY, J., concur.