## Facts

- Abby Allen and Walter Moore, uninsured patients, received treatment at Clarian North Hospital, operated by Clarian Health Partners, Inc.
- Each signed a standard admission agreement stating the patient would “pay the account of the Hospital in accordance with the regular rates and terms of the Hospital.”
- Clarian maintained a “chargemaster,” an internal schedule listing prices for services, supplies, and procedures.
- Allen alleged she was billed about $15,640 under chargemaster rates, while the hospital generally accepted substantially lower payments for the same services from private insurers and governmental programs.
- Allen and Moore filed a putative class action alleging breach of contract, asserting the admission agreements lacked a definite price term and therefore required payment of only a reasonable value for services.
- The trial court dismissed the complaint under Indiana Trial Rule 12(B)(6); the court of appeals reversed; the Indiana Supreme Court accepted transfer.

## Issues

1. Whether an admission agreement requiring payment of the hospital’s “account” under its “regular rates and terms” contains a sufficiently definite price term.
2. If the price term is indefinite, whether Indiana law permits a court to supply a “reasonable” price term allowing a contract claim challenging chargemaster billing to proceed.

## Decision

- The Indiana Supreme Court affirmed dismissal for failure to state a claim.
- The Court held the admission agreements were not indefinite as to price because they incorporated the hospital’s chargemaster rates by reference.
- Because the parties agreed to a price-setting mechanism, the Court declined to substitute a judicially determined “reasonable” price based on amounts accepted from insurers or government payers.
- Transfer was granted and the court of appeals’ decision was vacated.

## Legal Principles

- A contract is sufficiently definite if it provides a reasonably ascertainable standard for determining price, including by reference to an external schedule or established rate list.
- When parties agree to a pricing mechanism (such as “regular rates and terms” tied to a chargemaster), courts generally enforce that mechanism rather than imply a different “reasonable” price term.
- Courts will not rewrite a contract to impose a new price term merely because one side alleges the agreed pricing structure yields higher charges than those accepted in other payment arrangements.

## Conclusion

The court enforced hospital admission agreements requiring uninsured patients to pay the hospital’s “regular rates and terms,” treating that language as an incorporated reference to chargemaster prices and rejecting a breach-of-contract theory that sought to replace the agreed pricing method with a court-imposed reasonable rate.


Allen v. Clarian Health Partners, Inc., 980 N.E.2d 306 (Ind. 2012)