Catamaran Corporation v. Towncrest Pharmacy ( 2020 )

United States Court of Appeals
For the Eighth Circuit
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No. 17-3501
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Catamaran Corporation
lllllllllllllllllllllPlaintiff - Appellee
v.
Towncrest Pharmacy; Clark’s Pharmacy; Meyer’s Healthmart Pharmacy;
Osterhaus Pharmacy
lllllllllllllllllllllDefendants - Appellants
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Appeal from United States District Court
for the Southern District of Iowa - Des Moines
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Submitted: October 15, 2019
Filed: January 10, 2020
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Before LOKEN, SHEPHERD, and STRAS, Circuit Judges.
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SHEPHERD, Circuit Judge.
This case returns to us after remand to the district court to consider whether a
contractual basis for class arbitration exists in the agreements between the parties.
Catamaran Corp. v. Towncrest Pharmacy, 864 F.3d 966 (8th Cir. 2017)
(Catamaran I). On remand, the district court1 granted Catamaran Corporation’s
motion for summary judgment, finding there was no such contractual basis in the
agreements. Towncrest Pharmacy, Clark’s Pharmacy, Meyer’s Healthmart Pharmacy,
and Osterhaus Pharmacy (collectively, the pharmacies) appeal. Having jurisdiction
under 28 U.S.C. § 1291, we now affirm.
I.
The facts of this case are extensively detailed in Catamaran I. As relevant to
this appeal, Catamaran is a pharmacy benefit manager. It contracts with entities that
sponsor, administer, or otherwise participate in prescription drug benefit plans.
Among other services, Catamaran reimburses pharmacies that furnish prescription
drugs to plan members. At issue are two agreements for such reimbursements
between the pharmacies and Catamaran’s predecessors-in-interest, SXC Health
Solutions Corp. and Catalyst Health Solutions, Inc. The pharmacies entered into
these agreements through a pharmacy services administration organization,
AccessHealth, of which the pharmacies are members. AccessHealth acted as
attorney-in-fact for the pharmacies and signed the agreements on their behalf. Both
agreements contain arbitration provisions. The SXC Agreement provides that after
informal discussions fail, “either party may submit the dispute to binding arbitration
in accordance with the Rules for the Conduct of Arbitration of the American
Arbitration Association [AAA] . . . .” Similarly, the Catalyst Agreement provides
“[a]ny controversy or claim arising out of or relating to this Agreement shall be
settled by arbitration in accordance with the applicable rules of the [AAA].” As we
noted in Catamaran I, “[n]either agreement uses the word ‘class’ or refers to class
arbitration.” 864 F.3d at 969.
1
The Honorable Stephanie M. Rose, United States District Judge for the
Southern District of Iowa.
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After a dispute between the parties arose, the pharmacies filed a demand for
class arbitration with the AAA. Catamaran initiated an action in the district court
seeking to prevent the pharmacies from pursuing class arbitration. Catamaran then
moved for summary judgment and the district court denied the motion, finding that
the agreements committed the class arbitration question to an arbitrator. On appeal,
this Court reversed, holding that the question of whether the agreements provide for
class arbitration is a substantive question of arbitrability, and thus presumptively a
question for the court to decide, and the agreements did not otherwise commit the
question to an arbitrator. We remanded the case to the district court to determine
“whether such a ‘contractual basis’ for class arbitration exists in the agreements
between Catamaran and the pharmacies.” Id. at 973-74. On remand, the district court
found that there was no such contractual basis. The district court thus granted
Catamaran’s motion for summary judgment and entered the requested declaratory
judgment prohibiting class arbitration. The pharmacies now appeal.
II.
The pharmacies argue the district court erred because the agreements establish
a contractual basis for class arbitration. We review de novo a district court’s order
granting summary judgment. Lamoureux v. MPSC, Inc., 849 F.3d 737, 739 (8th Cir.
2017). Under the Federal Arbitration Act (FAA), 9 U.S.C. § 1 et. seq., a party may
“petition a United States district court for an order directing that arbitration proceed
in the manner provided for in such agreement” because the “primary purpose of the
FAA is to ensure that private agreements to arbitrate are enforced according to their
terms.” Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662, 682 (2010)
(internal quotation marks omitted). “In this endeavor, as with any other contract, the
parties’ intentions control.” Id. (internal quotation marks omitted). As such, the
Supreme Court in Stolt-Nielsen held that “a party may not be compelled under the
FAA to submit to class arbitration unless there is a contractual basis for concluding
that the party agreed to do so.” Id. at 684. Further, the Supreme Court recently
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reaffirmed and clarified the contractual basis standard in Lamps Plus, Inc. v. Varela
in which the Court held that an ambiguous agreement cannot provide the necessary
contractual basis to conclude that the parties agreed to class arbitration. 139 S. Ct.
1407, 1416-17 (2019) (“Neither silence nor ambiguity provides a sufficient basis for
concluding that parties to an arbitration agreement agreed to undermine the central
benefits of arbitration itself.”). Accordingly, we must determine whether there is an
affirmative contractual basis to conclude that the parties agreed to class arbitration.
See id.
As the pharmacies concede, the agreements do not explicitly authorize class
arbitration or even reference it at all. Other circuits have determined that such
“[s]ilence regarding class arbitration generally indicates a prohibition . . . .” Quilloin
v. Tenet HealthSystem Phila., Inc., 673 F.3d 221, 232 (3d Cir. 2012); see also
Opalinski v. Robert Half Int’l Inc., 677 F. App’x 738, 741 (3d Cir. 2017) (collecting
cases). Indeed, this Court has affirmed a denial of a request to arbitrate as a class,
based on arbitration clauses in partnership agreements, because “the goal of the FAA
is to enforce the agreement of the parties” and “the partnership agreements ma[de] no
provision for arbitration as a class.” Dominium Austin Partners, L.L.C. v. Emerson,
248 F.3d 720, 728 (8th Cir. 2001). The rationale behind this interpretation of silence
is that there are fundamental differences between individual and class arbitration,
including that in a class arbitration proceeding: (1) the benefits of arbitration are
“substantially lessened”; (2) the presumption of confidentiality and privacy “is lost
or becomes more difficult”; (3) the commercial stakes are much higher with limited
judicial review; and (4) due process concerns arise because it adjudicates the rights
of absent parties. Catamaran I, 864 F.3d at 971-72 (citing Stolt-Nielsen, 559 U.S. at
685-87). These fundamental differences dictate against “presum[ing] . . . that the
parties’ mere silence on the issue of class-action arbitration constitutes consent to
resolve their disputes in class proceedings.” Stolt-Nielsen, 559 U.S. at 687.
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The pharmacies attempt to undermine the significance of the agreements’
silence regarding class arbitration by minimizing the differences between individual
and class arbitration in this case. For instance, the pharmacies argue that the benefits
of arbitration would not be lost in class arbitration because the underlying dispute
revolves around a single agreement and involves issues that equally affect all of the
pharmacies. But their arguments miss the mark. As the district court noted, the fact
that the pharmacies have the same claims against Catamaran based on the same
agreement demonstrates only why the pharmacies now want to proceed with class
arbitration in the underlying dispute. It does not establish that there is a contractual
basis for class arbitration. Thus, just as we found that, in light of the fundamental
differences between individual and class arbitration, silence was “insufficient grounds
for delegating the [class arbitration] issue to an arbitrator” in Catamaran I, so too do
we find silence does not provide a sufficient basis for concluding that the parties
agreed to class arbitration. 864 F.3d at 973; see also Stolt-Nielsen, 559 U.S. at 687.
However, the pharmacies assert that the agreements’ silence on the issue of
class arbitration does not end the inquiry under the contractual basis standard.
Relying on specific language in Stolt-Nielsen, the pharmacies contend that the
Supreme Court has recognized that authorization of class arbitration may be implicit
in some cases, and the agreements here reflect such implicit authorization.
Specifically, the Supreme Court noted that “[i]n certain contexts, it is appropriate to
presume that parties that enter into an arbitration agreement implicitly authorize the
arbitrator to adopt such procedures as are necessary to give effect to the parties’
agreement.” Stolt-Nielsen, 559 U.S. at 684-85. However, the Court also noted that
authorization of class arbitration is not to be “infer[red] solely from the fact of the
parties’ agreement to arbitrate.” Id. at 685. Thus, the pharmacies must point to more
than the arbitration provisions alone to support a finding that the parties implicitly
authorized class arbitration.
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The pharmacies offer several textual arguments in support of their claim that
the parties implicitly authorized the pharmacies to proceed as a class in the event of
a dispute. Specifically, they cite the fact that one attorney-in-fact brokered and signed
the two agreements on behalf of all of the pharmacies, that the arbitration provisions
are broad in scope, and that the agreements refer to the pharmacies as a single entity.
However, the pharmacies have not presented any relevant authority for the
proposition that such facts support a finding of implicit authorization of class
arbitration. The pharmacies offer only Illinois state court decisions for the general
principle that the court will find an implied term when it “was so clearly in
contemplation of the parties as that they deemed unnecessary to express it . . . or that
it is necessary to imply such a covenant in order to give effect to and effectuate the
purpose of the contract as a whole.” Goldblatt Bros. Inc. v. Addison Green Meadows,
Inc., 290 N.E.2d 715, 719 (Ill. App. Ct. 1972) (quoting Fox v. Fox Valley Trotting
Club, Inc.,123 N.E.2d 595, 598 (Ill. App. Ct. 1954), rev’d on other grounds, 134
N.E.2d 806 (Ill. 1956)). We conclude the agreements are not inconsistent with
individual arbitration and do not support the conclusion that the parties intended class
arbitration and believed that intent was so evident from the terms of the written
agreements that it was unnecessary to express that intent within the agreements
themselves. Accordingly, there is no contractual basis to conclude that the parties
implicitly authorized class arbitration.
III.
Because there is no contractual basis to conclude that the parties agreed to class
arbitration, we affirm.
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