                          NOT RECOMMENDED FOR PUBLICATION
                                 File Name: 20a0472n.06

                                            No. 19-4103


                           UNITED STATES COURT OF APPEALS
                                FOR THE SIXTH CIRCUIT                                     FILED
                                                                                   Aug 10, 2020
 BILLY BYLER, et al.,                                      )                   DEBORAH S. HUNT, Clerk
                                                           )
         Plaintiff-Appellants,
                                                           )
                                                                   ON APPEAL FROM THE
                                                           )
 v.                                                                UNITED STATES DISTRICT
                                                           )
                                                                   COURT     FOR      THE
                                                           )
 AIR METHODS CORP., et al.,                                        NORTHERN DISTRICT OF
                                                           )
         Defendant-Appellees.                                      OHIO
                                                           )
                                                           )


BEFORE: CLAY, ROGERS, and DONALD, Circuit Judges.

       ROGERS, Circuit Judge. Plaintiffs Billy Byler and Donald Reid were each airlifted to a

hospital after suffering severe injuries.     They later received large bills from Air Methods

Corporation for the costs of the helicopter ride, but Air Methods has not filed suit to recover its

charges. Byler and Reid sued Air Methods and its parent company, Rocky Mountain Holdings,

LLC, as part of a putative class action under the Class Action Fairness Act, 28 U.S.C. § 1332(d).

Plaintiffs allege that they formed implied-in-fact contracts with Air Methods and that Air Methods

breached its obligations under those contracts to charge reasonable rates. The district court

properly dismissed this claim, however, as plaintiffs’ complaint merely recites the elements of an

implied-in-fact contract and fails to allege facts that, taken as true, would establish that plaintiffs

assented to the terms of a contract with Air Methods. In the alternative, plaintiffs alleged that no

contracts were ever formed with Air Methods and asked the district court to issue a declaratory

judgment that they have no obligation to pay the amounts charged by Air Methods. The district
No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


court dismissed that claim as well, declining to exercise its declaratory jurisdiction. Plaintiffs,

however, have adequately pled a basis for declaratory relief, and the facts alleged strongly favor

the exercise of such jurisdiction. A remand is therefore required.

        Defendant Air Methods Corporation (“Air Methods”) provides air ambulance services in

Ohio and other states. Following a serious accident, Air Methods transported plaintiff Billy Byler

by helicopter 36 miles to a hospital in Youngstown, Ohio. Air Methods later sent Byler a bill for

$25,344.30. Byler’s insurance covered $19,388.39, leaving a balance of $5,955.91. Byler has

paid $2,154.28 out of pocket towards that balance. The other named plaintiff in this case, Donald

Reid, was airlifted by Air Methods to a hospital 31 miles away in Cleveland, Ohio. Reid was

charged $48,308.33. The complaint does not specify how much, if any, Reid has paid to Air

Methods. Reid alleges that after he was told of the charges, Air Methods refused to bill Reid’s

insurance company until Reid agreed to accept financial responsibility for any remaining balance.

        Plaintiffs allege that Air Methods has threatened or initiated collection efforts against them

to recover the portion of its bills not covered by insurance, a practice known as “balance billing.”

In general, plaintiffs describe Air Methods’ collection efforts to include lawsuits based on state-

law breach-of-contract theories, though no such lawsuits have yet been brought against the named

plaintiffs.

        In February 2017, Byler and Reid brought a putative class action lawsuit against Air

Methods and Rocky Mountain in the federal district court for the Northern District of Ohio.

Plaintiffs asserted claims for “breach of implied contract,” “unjust enrichment,” and “declaratory

and injunctive relief.”1 Air Methods moved to transfer or stay the case in light of a similar class


1
  Federal jurisdiction was asserted under the Class Action Fairness Act, 28 U.S.C. § 1332(d), on the grounds that
“[t]he matter in controversy, exclusive of interest and costs, exceeds the sum or value of $5 million and is a class
action in which Plaintiffs and Class members are citizens of states different from Defendants.” No question on appeal
has been raised regarding the jurisdiction of the district court.

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No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


action lawsuit filed against it in the District of Colorado. See Scarlett v. Air Methods Corp., No.

16-cv-02723, 2018 WL 2322075 (D. Colo. May 22, 2018). The district court granted Air Methods’

motion to stay the case until the resolution of the Colorado action. See Byler v. Air Methods Corp.,

No. 1:17-cv-236, 2017 WL 10222371, at *5 (N.D. Ohio Aug. 30, 2017).

           After the district court in Colorado granted Air Methods’ motion to dismiss, the district

court lifted the stay in this case. Plaintiffs then proceeded to file an amended class action

complaint, bringing two causes of action. The first, titled “breach of implied contract,” alleged

that “Plaintiffs and Defendants had an implied contract concerning Defendants’ transporting

Plaintiffs,” which “existed based on a promise that may be inferred from the parties’ conduct.”

Though according to the complaint the parties had formed an implied-in-fact contract, that contract

did not contain a definite price term. Plaintiffs alleged that as a result of this missing price term,

Air Methods “voluntar[il]y under[took] to provide services with the understanding that a

reasonable price would control.” According to plaintiffs, Air Methods breached this implied

contract by charging rates that “bear no reasonable relationship to [the cost of] the services

rendered.”

           In their second cause of action,2 plaintiffs requested declaratory relief. In particular,

plaintiffs asked that in the event the district court rejected their breach-of-contract claim, the court

issue a declaratory judgment stating that there were no enforceable contracts with Air Methods.

In the absence of enforceable contracts, plaintiffs contended, Air Methods would no longer be able

to recover charges against plaintiffs and others similarly situated pursuant to a breach-of-contract

theory. Further, plaintiffs sought a declaration to the effect that Air Methods would be precluded

from instituting collection actions based on a theory of implied-in-law contract or “quasi contract,”



2
    Plaintiffs’ second cause of action is mislabeled “Count III” in the complaint.

                                                            -3-
No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


because such state-imposed remedies were preempted by the Airline Deregulation Act (“ADA”),

49 U.S.C. § 41713. Also under their request for declaratory relief, plaintiffs sought what appeared

to be injunctive relief, in the form of “a prospective order from the Court requiring Defendants:

(1) to cease charging for the transporting of patients without an express agreement or full

disclosure as to the rates for mileage and helicopter base rates; and (2) to cease [] attempts to

collect outstanding bills for which no agreement as to price exists from Plaintiffs and the Class

members.” Finally, plaintiffs sought as part of their second cause of action disgorgement or

restitution by Air Methods of all overpayments.

        On Air Methods’ motion, the district court dismissed both claims in plaintiffs’ complaint.

The court held first that plaintiffs had not adequately pled breach of implied-in-fact contract. The

court observed that the formation of an implied-in-fact contract requires “offer, acceptance,

consideration, and a meeting of the minds.” According to the court, plaintiffs’ complaint was

“completely void of facts demonstrating conduct sufficient to infer that the parties reached a tacit

agreement before Defendants transported Plaintiffs to their respective hospitals.” As plaintiffs had

failed to allege the existence of a contract in the first instance, the court held that plaintiffs could

not state a claim for breach of contract.

       Although plaintiffs made clear that their breach-of-contract claim rested solely on a theory

of implied-in-fact contract, the district court went ahead and concluded that the complaint could

be read to allege the existence of an implied-in-law contract, also known as a constructive or quasi

contract. As the district court explained, an implied-in-law contract is not a contract at all in that

it does not rest on the parties’ intentions. Rather, it is a legal fiction designed to prevent unjust

enrichment when a party receives a benefit at another’s expense.




                                                  -4-
No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


       The court held, however, that to the extent plaintiffs’ complaint stated a claim for breach

of implied-in-law contract (on the theory that even under an implied-in-law contract, Air Methods

could charge only reasonable costs), that claim fell within the scope of the express preemption

clause in the ADA. The ADA provides that “a State . . . may not enact or enforce a law, regulation,

or other provision having the force and effect of law related to a price, route, or service of an air

carrier that may provide air transportation under this subpart.” 49 U.S.C. § 41713(b)(1). The

Supreme Court has interpreted this preemption provision to cover state common-law rules that

enforce contractual obligations not taken on voluntarily by airlines and their customers. See

Northwest, Inc. v. Ginsberg, 572 U.S. 273, 287-88 (2014). An implied-in-law contract, in contrast

to a traditional contract, does not involve mutual assent of the parties and instead “arises out of the

obligation cast by law upon a person in receipt of benefits which he is not justly entitled to retain.”

Sabin v. Graves, 621 N.E.2d 748, 751 (Ohio Ct. App. 1993). Therefore, the district court, in

accordance with its earlier decision in Medical Mutual of Ohio v. Air Evac EMS, Inc., 341 F. Supp.

3d 771, 783 (N.D. Ohio 2018), and the Tenth Circuit’s decision in Scarlett v. Air Methods Corp.,

922 F.3d 1053, 1064-67 (10th Cir. 2019), concluded that claims to enforce implied-in-law

contracts are preempted by the ADA.

       Despite its determination that implied-in-law contract claims are preempted by the ADA,

the district court declined to declare that Air Methods would be prohibited from collecting on its

bills through an implied-in-law contract theory in a future action against the plaintiffs. The court

acknowledged that preemption “cuts both ways,” and would therefore prevent Air Methods from

relying upon an implied-in-law contract theory to recover unpaid charges for its services. Air

Methods, however, had not filed a counterclaim seeking to collect its fees. Accordingly, the court

reasoned that it could “only speculate regarding the types of claims, if any, Defendants would



                                                 -5-
No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


pursue.”   Given this uncertainty, the court declined to exercise its jurisdiction under the

Declaratory Judgment Act. No class was ever certified. Plaintiffs timely appealed the district

court’s ruling on their breach-of-contract and declaratory-judgment claims.

       The district court properly dismissed plaintiffs’ first claim for breach of contract because

plaintiffs failed to plead the existence of an implied-in-fact contract. While plaintiffs’ complaint

recites the elements of an implied-in-fact contract, it does not allege conduct which, if proven,

would establish that plaintiffs formed contracts with Air Methods.

       As the district court correctly stated, there are three types of contracts recognized in Ohio:

express, implied in fact, and implied in law. Legros v. Tarr, 540 N.E.2d 257, 263 (Ohio 1989).

Contracts implied in fact share the same elements as express contracts, including mutual assent of

the parties. See Stepp v. Freeman, 694 N.E.2d 510, 514 (Ohio Ct. App. 1997). The difference

between express and implied-in-fact contracts lies in how they are proven. See id. “In an express

contract, the assent to the contract’s terms is formally expressed in the offer and acceptance of the

parties.” Reali Giampetro & Scott v. Society Nat’l Bank, 729 N.E.2d 1259, 1263 (Ohio Ct. App.

1999). In an implied-in-fact contract, by contrast, “the meeting of the minds must be established

by demonstrating that the circumstances surrounding the parties’ transaction make it reasonably

certain that the contract exists ‘as a matter of tacit understanding.’” Id. (quoting State ex rel.

Mallory v. Pub. Emp. Ret. Bd., 694 N.E.2d 1356, 1367 (Ohio 1998)). Contracts implied in law,

on the other hand, are not truly “contracts” in that they do not require an agreement between the

parties. Legros, 540 N.E.2d at 264. Instead, they exist “to prevent a party from retaining money

or benefits which in justice and equity belong to another.” Id.

       Plaintiffs leave no doubt that they attempt to plead an implied-in-fact contract. Their

complaint states that



                                                -6-
No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


       [a]lthough no express promise between Plaintiffs and Defendants existed, because
       offer and acceptance were not clearly established by spoken or written words, an
       implied contract existed based on a promise that may be inferred from the parties’
       conduct. These were real contracts based on mutual assent of the parties and an
       intentional manifestation of the parties’ assent.

As Air Methods correctly points out, however, plaintiffs have not alleged facts suggesting they

assented—expressly or tacitly—to Air Methods’ transporting them to the hospital. In other words,

there is no description of the conduct from which to infer a meeting of the minds. Indeed, the

complaint lacks any factual details concerning the nature and circumstances surrounding plaintiffs’

accidents. As the district court noted, “[b]oth Plaintiffs were air lifted after sustaining significant

injuries. Plaintiffs do not allege that they were coherent and agreed to be transported, or that a

family member signed documents on their behalf before they were transported. There is no

allegation that any discussion took place between the parties prior to their transport.” Plaintiffs’

counsel’s contention at oral argument that it would still be possible for plaintiffs to have entered

into contracts while unconscious and without a personal representative to consent on their behalf

simply does not comport with Ohio law, which requires a meeting of the minds for the formation

of an implied-in-fact contract. Legros, 540 N.E.2d at 263; cf. Morehead v. Conley, 599 N.E.2d

786, 788-89 (Ohio Ct. App. 1991).

       Plaintiffs’ repeated conclusory assertions that they entered into implied-in-fact contracts

with Air Methods are not sufficient to meet the pleading standard set forth in Federal Rule of Civil

Procedure 8(a). The plausibility of a complaint is determined based on “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). “While legal conclusions can provide the framework

of a complaint, they must be supported by factual allegations.” Id. at 679. Following these basic

pleading principles, we have previously affirmed the dismissal of a claim for breach of contract



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No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


where the plaintiff alleged merely that “there existed valid contracts.” Farnsworth v. Nationstar

Mortg., LLC, 569 F. App’x 421, 430 (6th Cir. 2014) (internal quotation marks and alteration

omitted); see also Alshaibani v. Litton Loan Servicing, LP, 528 F. App’x 462, 465 (6th Cir. 2013)

(holding that conclusory allegations regarding the element of breach failed to state a claim).

       The plaintiffs’ complaint in the related case of Scarlett v. Air Methods Corp. was similarly

deficient. In granting Air Methods’ motion to dismiss in Scarlett, the district court held that “[t]he

facts in this case do not give rise to an implied-in-fact contract” because “[p]laintiffs have not

alleged any meeting of the minds or conduct between the parties by which the Court could infer

that they had an agreement before the plaintiffs were transported.” 2018 WL 2322075, at *8. On

appeal, the Tenth Circuit agreed with the district court and held that plaintiffs had failed to plead

an implied-in-fact contract. Scarlett, 922 F.3d at 1066-67. The Tenth Circuit rejected a last-ditch

effort by plaintiffs to effectively amend their complaint by arguing in their appellate brief that

some of those transported by Air Methods “may have entered implied-in-fact contracts by

expressly stating a desire to be transported because many of them were possessed of their faculties

at the time of transport.” Id. at 1066 (internal quotation marks omitted). The court further stated

that this “one sentence argument about the creation of implied-in-fact contracts would not warrant

reversal given the fact-intensive inquiry required to determine whether an implied-in-fact contract

was formed.” Id. at 1067.

       In contending that their complaint is sufficient on its face to allege a claim for breach of

implied-in-fact contract, plaintiffs first point to the allegation in their complaint that “Plaintiffs

and Defendants had an implied [-in-fact] contract concerning Defendants’ transporting Plaintiffs,

as demonstrated by the fact that Defendants did so, and billed Plaintiffs for their transport services,

thus allowing a factfinder to infer the existence of the parties’ contracts by tacit understanding.”



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No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


In addition, plaintiffs assert that “[t]he terms of the contract were implicit in the emergency

circumstances, making it such that a discussion of terms was not necessary.” The terms of this

agreement were: “transport [plaintiff] to the nearest hospital, as quickly as possible.”

       But as the district court correctly determined, these allegations are not sufficient to plead

the existence of an implied-in-fact contract and are instead consistent with an implied-in-law

contract. Indeed, the factual scenario described in the complaint closely resembles the classic

example of an implied-in-law contract, where a professional provides care to someone in need

during a medical emergency. See Morehead, 599 N.E.2d at 788-89 (Ohio law); ConFold Pac.,

Inc. v. Polaris Indus., 433 F.3d 952, 958 (7th Cir. 2006); Cotnam v. Wisdom, 104 S.W. 164, 165-

66 (Ark. 1907); Restatement (Third) of Restitution and Unjust Enrichment § 20 (2011). Contrary

to plaintiffs’ suggestion, an allegation that Air Methods sent plaintiffs a bill might just as well

suggest an obligation implied in law. Further, the allegation that Air Methods expected plaintiffs

to pay for air transportation services does not suffice to plead that plaintiffs actually agreed to pay.

We came to a similar conclusion in Murray Hill Publications, Inc. v. ABC Communications, Inc.,

264 F.3d 622, 638 (6th Cir. 2001) (applying Michigan law), abrogated on other grounds by Reed

Elsevier, Inc. v. Muchnick, 559 U.S. 154, 160 & n.2 (2010). In holding that plaintiff had failed to

plead an implied-in-fact contract claim in that case, we explained that “[a] claim that one party

was aware of the expectations of the other is a far cry from a claim that the first party agreed to a

course of conduct that would fulfill those expectations.” Id.

       Byler’s partial payment to Air Methods is also not indicative of his intent to be bound

earlier at the time he was airlifted. Plaintiffs’ reliance on Medical Mutual of Ohio v. Air Evac

EMS, Inc., 341 F. Supp. 3d 771 (N.D. Ohio 2018), in this regard is misplaced. In that case, the

court noted in dictum that conduct showing a pattern of past payment “could demonstrate a course



                                                  -9-
No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


of dealing between the parties to prove a meeting of the minds.” Id. at 780. It is one thing to say

that past dealings between two parties may serve as evidence that those parties later entered into a

contract. It is quite another to say that two unfamiliar parties formed a contract based on their post

hoc conduct.

         The closest plaintiffs get to describing their contractual intent is in paragraph 58 of their

complaint, where they allege that “[t]o the extent Plaintiffs, at the time of contracting, had any

understanding concerning Defendants’ price, they understood that Defendants would charge them

a reasonable price.” There is no allegation, however, that this “understanding” on the part of the

plaintiffs was communicated—directly or indirectly—to Air Methods in the form of an acceptance

of terms. Under Ohio law, “[s]ecretly held, unexpressed intent is not relevant to whether a contract

is formed.” Nilavar v. Osborn, 711 N.E.2d 726, 733 (Ohio Ct. App. 1998). Furthermore, price

was the one term that the parties did not agree upon. As stated in the complaint, “Plaintiffs and

Defendants entered into contracts for Defendants’ services, but their contracts did not include

terms regarding pricing, rates, or charges.” For these reasons, the allegation regarding plaintiffs’

understanding of the price to be paid does not help them.

         While the district court for the foregoing reasons properly dismissed plaintiffs’ claim for

breach of implied-in-fact contract, plaintiffs may still be entitled to relief on their second claim,

for declaratory relief.3 Plaintiffs argue that if the court does not find the existence of an implied-

in-fact contract, the court should issue a declaratory judgment that (1) there is no enforceable

contract between plaintiffs and Air Methods; (2) absent an enforceable contract, any attempt by

Air Methods to collect excessive fees on the basis of an implied-in-law contract would be



3
  Although plaintiffs also brought claims for injunctive relief within the “declaratory relief” section of their complaint,
they do not challenge the denial of injunctive relief on appeal. Those claims have therefore been abandoned. See
Robinson v. Jones, 142 F.3d 905, 906 (6th Cir. 1998).

                                                          -10-
No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


preempted by the ADA; and (3) “Defendants have no legally enforceable right to collect the prices

charged in court proceedings, or other collection efforts, and Plaintiffs and the Class[] have no

obligation to pay Defendants the prices charged.”

       The district court recognized that, in the event no contract was formed, Air Methods would

likely attempt to collect its fees through an implied-in-law contract theory. The court noted that

contracts implied in law are preempted by the ADA, and the court stated that insofar as Air

Methods sought to recover fees from plaintiffs under such a theory, plaintiffs would be permitted

to raise a preemption defense. None of the parties appears to dispute this conclusion on appeal.

In any event, courts have been unanimous in the view that implied-in-law contract claims and

related claims for unjust enrichment are preempted by the ADA because they are predicated on the

lack of an agreement and thus involve a state-imposed obligation. See, e.g., Scarlett, 922 F.3d at

1065; Brown v. United Airlines, Inc., 720 F.3d 60, 69-71 (1st Cir. 2013); Med. Mut. of Ohio, 341

F. Supp. 3d at 781; Stout v. Med-Trans Corp., 313 F. Supp. 3d 1289, 1296 (N.D. Fla. 2018).

       Dismissal of plaintiffs’ declaratory-judgment claim was improper at this stage of the

case. The district court relied on the fact that Air Methods had not counterclaimed for its fees,

reasoning that the court could “only speculate regarding the types of claims, if any, Defendants

would pursue.” The Declaratory Judgment Act provides that the district court in a case of actual

controversy “may declare the rights and other legal relations of any interested party seeking such

declaration, whether or not further relief is or could be sought.” 28 U.S.C. § 2201(a). Being

dunned for fees that a party claims it does not owe would appear to be a paradigm case for

declaratory judgment relief, especially in a case such as this where Air Methods has not put forth

a theory for why it might be entitled to more-than-reasonable fees.




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No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


       Although the district court has “unique and substantial discretion in deciding whether to

declare the rights of litigants,” Wilton v. Seven Falls Co., 515 U.S. 277, 286 (1995), the district

court abused its discretion in declining jurisdiction over plaintiffs’ declaratory claim. The court

did not apply the relevant factors in making its discretionary determination, and those factors in

this case weigh strongly in favor of entertaining the declaratory judgment action.

       The factors governing the exercise of jurisdiction, first introduced in Grand Trunk Western

Railroad Co. v. Consolidated Rail Corp., 746 F.2d 323, 326 (6th Cir. 1984), are:

       (1) whether the declaratory action would settle the controversy; (2) whether the
       declaratory action would serve a useful purpose in clarifying the legal relations in
       issue; (3) whether the declaratory remedy is being used merely for the purpose of
       “procedural fencing” or “to provide an arena for a race for res judicata;” (4) whether
       the use of a declaratory action would increase friction between our federal and state
       courts and improperly encroach upon state jurisdiction; and (5) whether there is an
       alternative remedy which is better or more effective.

United Specialty Ins. Co. v. Cole’s Place, Inc., 936 F.3d 386, 396 (6th Cir. 2019) (alteration

omitted) (quoting Grand Trunk, 746 F.2d at 326). Although the district court acknowledged these

factors, the court did not appear to apply them and otherwise included only three lines of analysis

explaining its decision to decline jurisdiction.      A proper exercise of discretion under the

Declaratory Judgment Act includes a “reasoned analysis of whether issuing a declaration would

be useful and fair.” W. World Ins. Co. v. Hoey, 773 F.3d 755, 759 (6th Cir. 2014). We have also

suggested that a failure to apply the Grand Trunk factors constitutes reversible error. See

Wilmington Sav. Fund Soc’y, FSB v. Kattula, No. 19-1138, 2019 WL 7882540, at *1-2 (6th Cir.

Nov. 6, 2019) (unpublished order); AmSouth Bank, 386 F.3d at 785; Allstate Ins. Co. v. Mercier,

913 F.2d 273, 277 (6th Cir. 1990), abrogated on other grounds by Wilton, 515 U.S. at 289-90.

The district court’s minimal analysis and its disregard of the Grand Trunk factors therefore

warrants reversal in this case.



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No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


       Moreover, it is within our discretion to weigh the Grand Trunk factors where the district

court has not done so, rather than remanding for the district court to do so in the first instance. See

Mercier, 913 F.2d at 277. That course is warranted here, where based on our review of the record,

the factors point very strongly in favor of exercising jurisdiction.

         The first two Grand Trunk factors—whether a declaratory judgment would settle the

controversy between the parties and clarify the legal relations in issue—favor the exercise of

jurisdiction. Plaintiffs asked the court for a declaration that (1) there is no enforceable contract

and that (2) without a contract, any attempt to collect excessive fees from plaintiffs is preempted

by the ADA. Were the district court to issue a declaration to this effect, Air Methods would be

foreclosed from recovering excessive amounts under either a contract or quasi-contract theory in

state court: the contract claim would fail for lack of an enforceable contract, while the quasi-

contract contract claim would fail as preempted. Thus, the declaratory judgment would settle the

controversy and clarify the legal relations between plaintiffs and Air Methods. Furthermore, an

important consideration under the first two factors is whether the declaratory judgment would be

res judicata in a parallel state-court proceeding. In Bituminous Casualty. Corp. v. J & L Lumber

Co., 373 F.3d 807, 814 (6th Cir. 2004), for instance, declaratory jurisdiction was not warranted

because the plaintiff in the parallel state-court litigation was not a party to the federal declaratory

action and thus “any judgment in the federal court would not be binding as to him and could not

be res judicata in the tort action.” Id. In contrast, the parties to the instant federal litigation are

likely to be the same as those in any future state-court collection actions, thereby giving preclusive

effect to the federal-court declaratory judgment.

       Third, this is not a case in which the declaratory remedy “is being used merely for the

purpose of ‘procedural fencing’ or ‘to provide an arena for a race for res judicata,’” considerations



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No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


that would weigh against issuing declaratory relief. Cole’s Place, 936 F.3d at 399 (quoting Grand

Trunk, 746 F.2d at 326). Plaintiffs in this case face the looming uncertainty of not knowing

whether they will be held liable for large sums of money. This is on top of the negative

consequences that potentially flow from Air Methods’ out-of-court collection efforts, including

the accumulation of interest on the charged amounts. It is in these types of situations, where there

is a threat of ongoing harm, that declaratory relief is most appropriate. See AmSouth Bank, 386

F.3d at 786. There is no indication in the record that plaintiffs have filed their federal lawsuit as a

means of preempting a coercive suit by Air Methods in another forum. We have been “reluctant

to impute an improper motive to a plaintiff where there is no evidence of such in the record.”

Scottsdale Ins. Co. v. Flowers, 513 F.3d 546, 550-51, 558 (6th Cir. 2008). In Flowers, for example,

there was no finding of improper purpose on the part of the declaratory plaintiff despite the

likelihood that the issue in the federal declaratory action would later come before a state court. Id.

We noted that, while the federal action “may have been an attempt to preempt an issue which the

state court would eventually consider, the Declaratory Judgment Act gives [plaintiff] the right to

do precisely that.” Id.

       The fourth factor supports the exercise of jurisdiction because the declaratory action would

not “increase friction between our federal and state courts and improperly encroach upon state

jurisdiction.” Cole’s Place, 936 F.3d at 399 (quoting Grand Trunk, 746 F.2d at 326). This factor

takes into consideration “which court, federal or state, is in a better position to resolve the issues

in the declaratory action.” Flowers, 513 F.3d at 560. This inquiry supports the exercise of

declaratory jurisdiction because a central issue in this case is the scope of federal preemption,

while the content of state law is clear. To the extent that issues of state law in the declaratory

action later appear in coercive state-court suits, those issues will be simple and straightforward,



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No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


thus minimizing the advantage of deciding them in state court rather than in federal court. See id.

In contrast, the fourth factor weighs against federal court declaratory relief when there are parallel

state-court proceedings involving similar or identical issues of state law. In these instances, “a

district court might be indulging in ‘gratuitous interference,’ if it permitted the federal declaratory

action to proceed.” Id. at 559 (alteration omitted) (quoting Wilton, 515 U.S. at 283). That is not

the case here, however, as there is no allegation or evidence in the record that there are pending

coercive actions by Air Methods against the plaintiffs in state court. At oral argument, plaintiffs’

counsel confirmed that Air Methods has not yet initiated state-court collection actions against the

named plaintiffs, and Air Methods did not indicate otherwise.

        The fifth factor does not cut against the exercise of jurisdiction, as the alternative remedies

available in this case are not “‘better or more effective’ than federal declaratory relief.” Cole’s

Place, 936 F.3d at 401 (quoting Grand Trunk, 746 F.2d at 326). For instance, plaintiffs’ option of

raising preemption and other contract defenses in a future state-court action would be clearly

inferior to a federal declaratory remedy given that it would require plaintiffs to wait until Air

Methods sued to collect their fees. Another option would be for plaintiffs to bring a declaratory

judgment action in state court under Ohio Revised Code § 2721.02. While this would likely entail

similar advantages as a federal declaratory action, it is not clear that the state-law remedy would

be superior. We recognized as much in Flowers when we determined that a declaratory remedy

under Kentucky law would not be clearly superior to a federal declaratory judgment. 513 F.3d at

562.

        Finally, the reasons given by the district court do not justify declining jurisdiction. While

Air Methods has not attempted to collect its fees in federal court through a counterclaim, a party

may properly obtain a declaration of rights for purposes of anticipated litigation in a different court.



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No. 19-4103, Byler, et al. v. Air Methods Corp., et al.


See, e.g., Flowers, 513 F.3d at 550-51, 556; Northland Ins. Co. v. Stewart Title Guar. Co., 327

F.3d 448, 451, 454 (6th Cir. 2003). Here, plaintiffs have alleged that Air Methods billed them for

large sums and have initiated collection efforts. Accordingly, the district court’s concern that “the

court can only speculate regarding the types of claims, if any, Defendants would pursue” does not

weigh against the exercise of declaratory jurisdiction.

       We take no position on the merits of plaintiffs’ declaratory claim. On remand, plaintiffs

are free to argue that they did not form a contract with Air Methods or that the ADA preempts any

Ohio law that permits Air Methods to collect excessive fees. For purposes of this appeal, we hold

only that the district court’s dismissal of plaintiff’s declaratory-judgment action was premature.

       For these reasons, we reverse the district court’s dismissal of plaintiffs’ declaratory-

judgment claim. The judgment of the district court is affirmed with respect to plaintiffs’ claim of

breach of implied-in-fact contract.




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