United States District Court, D. Minnesota
Adrienne Dresevic and Robert J. Dindoffer, The Health Law
Partners, P.C., and Elizabeth R. Odette and Kristen G.
Marttila, Lockridge Grindal Nauen P.L.L.P., (for Plaintiff)
Christine Lindblad, Meghan M.A. Hansen, Ellie J. Barragry,
and Alex L. Rubenstein, Fox Rothschild LLP, (for Defendant).
N. Leung, United States Magistrate Judge
matter is before the Court on Plaintiff's Motion for
Leave to File Second Amended Complaint. (ECF No. 68). Based
on all the files, records, and proceedings herein, and for
the reasons set forth below, this Court will grant
April 18, 2018, Physician Specialty Pharmacy, LLC
(“PSP”) filed suit against Prime Therapeutics,
LLC (“Prime”), alleging a variety of federal and
state law claims. (ECF No. 1). PSP filed an amended complaint
two days later. (ECF No. 6). The complaint centered on
allegations that Prime unlawfully withheld payments from PSP
and that Prime terminated PSP from its pharmacy network in
order to benefit a partnership between Prime and Walgreens.
moved to dismiss. (ECF No. 18). The motion was referred to
this Court for a Report and Recommendation. (ECF No. 25).
Following argument in the matter, this Court recommended that
the federal claims be dismissed for failure to state a claim
and that the state law claims be dismissed for lack of
jurisdiction. (ECF No. 62). This Court also recommended that
PSP be allowed to file an amended complaint. Both parties
objected to the Report and Recommendation. (ECF Nos. 64 and
the District Judge could rule on the Report and
Recommendation, PSP filed a motion for leave to file a second
amended complaint. (ECF No. 68). In response, Prime sought an
urgent telephonic hearing, asking that the Court not consider
the motion because objections to the Report and
Recommendation were pending and because PSP did not
meet-and-confer with Prime before filing the motion. (ECF No.
73). Alternatively, Prime sought an additional 30 days to
respond to the motion. (ECF No. 73). The Court denied the
request for a telephonic conference, but extended the
deadline for Prime to respond to PSP's motion until April
17, 2019. (ECF No. 74). The Court rescheduled the motion
hearing for April 24, 2019.
thereafter, the District Judge adopted the Report and
Recommendation, concluding “that PSP has failed to
plausibly plead antitrust claims under federal law and that
PSP should be allowed the opportunity to file an amended
complaint.” (ECF No. 75). The District Judge declined
to address whether it was appropriate to exercise
supplemental jurisdiction over the state law claims. (ECF No.
then filed its memorandum in opposition to PSP's motion
for leave to file a second amended complaint. (ECF No. 77).
Prime's memorandum was 54 pages long and 11, 997 words,
just three words short of the word limit provided for by the
Court's local rules. LR 7.1(f). With the exception of one
page in its memorandum, Prime argued that the Court should
deny PSP's motion because the proposed amendments would
be futile. Prime also filed a declaration containing
approximately 130 pages of exhibits. (ECF No. 78).
time it was PSP's turn to file a letter seeking an urgent
telephonic hearing. (ECF No. 79). PSP argued that Prime's
memorandum constituted an “an improperly-filed motion
to dismiss.” (ECF No. 79). PSP asked that the Court
strike Prime's memorandum or provide it “equal and
adequate time to reply.” (ECF No. 79). PSP requested an
additional 30 days to draft such a memorandum. (ECF No. 79).
Prime file a letter opposing PSP's requests. (ECF No.
MOTION TO AMEND
days have passed after service of a responsive pleading, a
party “may amend its pleading only with the opposing
party's written consent or the court's leave.”
Fed.R.Civ.P. 15(a)(2). “Although leave to amend
‘shall be freely given when justice so requires,'
see Fed. R. Civ. P. 15(a), plaintiffs do not have an
absolute or automatic right to amend.” United
States ex rel. Lee v. Fairview Health Sys., 413 F.3d
748, 749 (8th Cir. 2005) (citing Meehan v. United
Consumers Club Franchising Corp., 312 F.3d 909, 913 (8th
Cir. 2002)). The Court may deny a party's request for
leave to amend only “if there are compelling reasons
such as undue delay, bad faith, or dilatory motive, repeated
failure to cure deficiencies by amendments previously
allowed, undue prejudice to the non-moving party, or futility
of the amendment.” Reuter v. Jax Ltd., Inc.,
711 F.3d 918, 922 (8th Cir. 2013) (quoting Sherman v.
Winco Fireworks, Inc., 532 F.3d 709, 715 (8th Cir.
2008)). “[A] motion to amend should be denied on the
merits ‘only if it asserts clearly frivolous claims or
defenses.'” Becker v. Univ. of Nebraska at
Omaha, 191 F.3d 904, 908 (8th Cir. 1999) (quoting
Gamma-10 Plastics, Inc. v. American President Lines,
Ltd., 32 F.3d 1244, 1255 (8th Cir. 1994)).
appropriate to grant leave to amend here for several reasons.
First, the Court has already considered whether it would be
possible for PSP to plead sufficient facts to support a
plausible federal antitrust claim. The Court concluded that
such a pleading was possible and therefore determined that it
would be in the interest of justice to permit PSP to file an
amended complaint. Such a result is common after a court
grants a motion to dismiss, particularly in a complex case
such as this. See Medafor, Inc. v. Starch Medical,
Inc., No. 09-cv-441, 2009 WL 2163580, at *2 (D. Minn.
July 16, 2009) (permitting party to file amended complaint
“to cure the deficiencies identified in this
opinion”); In re Buca Inc. Sec. Lit., No.
05-cv-1762, 2006 WL 3030886, at *17 (D. Minn. Oct. 16, 2006)
(granting leave to file new complaint “focusing”
on deficiencies raised by court's order granting motion
to dismiss); In re Navarre Corp. Sec. Lit., No.
05-cv-1151, 2006 WL 1795141, at *4 (D. Minn. June 28, 2006)
(granting leave to replead following decision on motion to
dismiss). The Court's decision is also consistent with
United States Supreme Court precedent holding that ...