Dalton Drug Co., Inc. and Hartford Pharmacy, LLC v. OptumRx, Inc., [Ms. SC-2024-0375, Feb. 28, 2025] __ So. 3d __ (Ala. 2025). The Court (Cook, J.; Stewart, C.J., and Shaw, Wise, Bryan, Sellers, Mendheim, Mitchell, and McCool, JJ., concur) reverses the Geneva Circuit Court’s summary judgment in favor of OptumRx, Inc. declaring that the parties must arbitrate any future disputes between them.
Optum, a national pharmacy benefits manager, provides pharmacy-related administrative services to Dalton Drug Co., Inc., and Hartford Pharmacy, LLC (“the Pharmacies”). In December 2021, the Pharmacies provided OptumRx written notice of disputes under their contracts regarding “alleged fraudulent pricing and reimbursement schemes.” Ms. *21. The parties discussed those disputes in a telephone call, but were unable to resolve them. On March 22, 2022, OptumRx filed declaratory judgment complaints “to clarify (1) its rights and obligations under an arbitration provision in the parties’ contracts and (2) that that provision was binding and enforceable, requiring the parties to arbitrate any future disputes between them.” Ibid.
The Pharmacies moved to dismiss asserting lack of a ripe, justiciable controversy. Citing Harper v. Brown, Stagner, Richardson, Inc., 873 So. 2d 220, 225 (Ala. 2003), OptumRx argued that “a lawsuit was ... ‘inevitable’ based on the surrounding circumstances and, thus, that OptumRx was not required to wait until the Pharmacies sued it to have its rights and obligations determined.” Ms. *9. The Court reiterates that “‘[i]f no justiciable controversy exists when the suit is commenced, then the court lacks jurisdiction’ to take any action in that case. Durham v. Community Bank of Marshall Cnty., 584 So. 2d 834, 835 (Ala. 1991).” Ms. *13. The Court holds no justiciable controversy existed when OptumRx filed its actions in March 2022 because “the Pharmacies had up to a year – or until December 2022 – to decide whether they wanted to pursue their disputes. Specifically, the record reflects that the arbitration provision in the Provider Manuals stated that ‘the party wishing to pursue the Dispute must initiate the arbitration within one (1) year after the date on which written notice of the Dispute was given or shall be deemed to have waived its right to pursue the Dispute in any forum.’” Ms. **18-19.