Lackie Drug Store, Inc. v. OptumRx, Inc.
24-1231
| 8th Cir. | Jul 16, 2025Background
- Lackie Drug Store, an Arkansas pharmacy, sued several Pharmacy Benefit Managers (PBMs), including OptumRx, alleging they set undisclosed, improper reimbursement rates for generic drugs in violation of Arkansas law.
- OptumRx contracts with pharmacies indirectly through Elevate Provider Network, which entered a Network Agreement and incorporated Provider Manual with an arbitration clause.
- Lackie’s original complaint raised various statutory and common-law claims; some were dismissed, leaving only OptumRx as a defendant and Counts 1, 3, and 5 live.
- After more than two years of litigation, Lackie amended its complaint to add two new claims (unjust enrichment and equitable estoppel) and narrow its putative class to pharmacies affected by OptumRx's MAC list.
- OptumRx moved to compel arbitration based on the Provider Manual, but the district court denied the motion, finding a conflict between the agreement documents and that OptumRx had waived its right by participating in litigation.
- On appeal, the Eighth Circuit affirmed as to original claims (finding waiver) but reversed as to the two new claims, ordering arbitration per the agreement’s delegation clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did OptumRx waive its right to arbitrate by litigating for two years? | OptumRx knew about the arbitration clause and acted inconsistently by heavily litigating. | Arbitration was not triggered until amended complaint referencing Provider Manual; no waiver. | OptumRx waived arbitration for original claims by substantially invoking litigation. |
| Can OptumRx revive arbitration rights for new claims added in amended complaint? | Waiver should apply to all claims, not just those originally pled. | Right to arbitrate new claims in amended complaint survives; waiver only as to old claims. | Agreed with OptumRx; new claims (Counts 4, 5) may be arbitrated. |
| Does the Network Agreement's mediation provision override the Provider Manual’s arbitration clause? | Mediation provision controls in event of a conflict, invalidating arbitration clause. | No true conflict; arbitration required or at least question should go to arbitrator due to delegation clause. | Arbitrator must resolve contract interpretation under delegation clause. |
| Should the district court decide arbitrability or does the delegation clause require arbitrator to do so? | District court must decide under Supreme Court precedent. | Delegation clause is clear; arbitrator decides if dispute is arbitrable. | Delegation clause applies; arbitrator decides on Counts 4 and 5. |
Key Cases Cited
- Morgan v. Sundance, Inc., 595 U.S. 411 (2022) (clarifies waiver analysis for arbitration rights, focuses on inconsistent action with known rights)
- Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U.S. 63 (2019) (mandates enforcement of delegation clauses in arbitration agreements)
- Rent-A-Ctr., W., Inc. v. Jackson, 561 U.S. 63 (2010) (requires specific challenge to delegation provisions to avoid arbitration)
- KPMG LLP v. Cocchi, 565 U.S. 18 (2011) (waiver of arbitration applies claim-by-claim; courts must separate arbitrable and non-arbitrable claims)
- Eckert/Wordell Architects, Inc. v. FJM Props. of Willmar, LLC, 756 F.3d 1098 (8th Cir. 2014) (incorporation of AAA rules delegates arbitrability to arbitrator)