Dalton Drug Co., Inc. and Hartford Pharmacy, LLC v. OptumRx, Inc. (Appeal from Geneva Circuit Court: CV-22-900019 and CV-22-900020).

Rel: February 28, 2025

Notice: This opinion is subject to formal revision before publication in the advance sheets of Southern
Reporter. Readers are requested to notify the Reporter of Decisions, Alabama Appellate Courts,
300 Dexter Avenue, Montgomery, Alabama 36104-3741 ((334) 229-0650), of any typographical or other
errors, in order that corrections may be made before the opinion is printed in Southern Reporter.

SUPREME COURT OF ALABAMA
OCTOBER TERM, 2024-2025

_________________________

SC-2024-0375
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Dalton Drug Co., Inc., and Hartford Pharmacy, LLC

v.

OptumRx, Inc.

Appeal from Geneva Circuit Court
(CV-22-900019 and CV-22-900020)

COOK, Justice.

The plaintiff, OptumRx, Inc. ("OptumRx"), is a national pharmacy-

benefits manager that provides pharmacy-related administrative

services for various health and prescription-drug plans and insurance
SC-2024-0375

programs. In 2015, Dalton Drug Co., Inc., and Hartford Pharmacy, LLC

("the Pharmacies"), entered into a series of contracts with OptumRx for

similar services. Per the terms of those contracts, the parties agreed that

any disputes that could not be resolved between them would need to be

submitted to arbitration.

In December 2021, the Pharmacies provided written notice of

disputes they had with OptumRx for alleged fraudulent pricing and

reimbursement schemes. A few months later, the parties participated in

a telephone call to discuss those disputes but were unable to reach a

resolution. That same day, OptumRx filed in the Geneva Circuit Court

complaints for a declaratory judgment 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.

Following additional filings and proceedings, and the consolidation

of the actions, OptumRx moved for a summary judgment in its favor. It

specifically asserted that, if the trial court did not enforce the arbitration

provision in the parties' contracts, future litigation between it and the

Pharmacies would be inevitable because the Pharmacies had expressed

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an intent not to arbitrate the disputes between them. In their opposition

to OptumRx's summary-judgment motion, the Pharmacies denied that

they had refused to arbitrate their disputes with OptumRx and argued

that OptumRx's motion was due to be denied because a justiciable

controversy did not exist between them.

Following a hearing, the trial court entered a summary judgment

in favor of OptumRx and declared that the parties must arbitrate any

future disputes between them pursuant to their contracts. The

Pharmacies now appeal.

Because a justiciable controversy did not exist between the parties,

the trial court lacked subject-matter jurisdiction over the actions,

rendering the trial court's summary judgment in favor of OptumRx void.

Therefore, we reverse the trial court's judgment and remand the actions

to the trial court, with instructions to dismiss.

Facts and Procedural History

I. The Contracts Between the Pharmacies and OptumRx

As stated previously, in 2015 the Pharmacies entered into a series

of individual contracts -- the "Provider Agreements" and the "Provider

Manuals" -- with OptumRx to participate in OptumRx's pharmacy-

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provider network.

As relevant here, the Provider Manuals included an arbitration

provision. That provision required all disputes, including, but not limited

to, questions of arbitrability, formation, validity, and scope, as well as

questions regarding the interpretation of the various contracts or the

breach of thereof, to be resolved exclusively by binding arbitration

administered by the American Arbitration Association ("AAA"), in

accordance with AAA's rules and procedures.

The arbitration provision also set forth certain procedural

requirements that had to be satisfied before arbitration could be initiated

by either party.

First, that provision required that the "party asserting the Dispute

shall provide written notice to the other party identifying the nature and

scope of the Dispute." (Emphasis added.)

Second, that provision provided that "[i]f the parties are unable to

resolve the Dispute within thirty (30) days after such notice is provided,

then either party may request … a … telephone conference to resolve the

Dispute." (Emphasis added.)

Third, that provision stated that "the party wishing to pursue the

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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."

II. Communication Regarding the Pharmacies' Disputes

Per the terms of the arbitration provision, counsel for the

Pharmacies sent OptumRx a letter in December 2021 titled "Notification

of Dispute on Behalf of Independent Pharmacies," on behalf of the

Pharmacies as well as over 500 other independent pharmacies

participating in OptumRx's pharmacy-provider network. That letter

stated: "We represent the Pharmacies … and are writing to provide a

written notice of disputes these Pharmacies have with your client,

OptumRx Inc.'s … practices and procedures." (Emphasis added.) After

outlining their concerns regarding OptumRx's pricing and

reimbursement schemes, the Pharmacies concluded their letter by

stating that "[i]f [OptumRx] has any interest in resolving these disputes,

please let [the Pharmacies] know within 30 days of this letter."

(Emphasis added.)

Pursuant to the terms of the arbitration provision, on March 29,

2022, the Pharmacies and OptumRx, along with their counsel,

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participated in a telephone-conference call to discuss the disputes

outlined in the Pharmacies' December 2021 letter. According to

OptumRx, during that telephone call, counsel for the Pharmacies "stated

that [the Pharmacies] did not agree to arbitration and intended to litigate

the parties' disputes in court." The Pharmacies assert, however, that they

did not refuse to arbitrate but instead stated that they believed that the

arbitration provision was unconscionable and should be reviewed by a

court.

III. The Underlying Declaratory-Judgment Actions

After the telephone call concluded, OptumRx filed 18 actions in

Alabama. Among those 18 actions, OptumRx filed one action against each

of the Pharmacies in the Geneva Circuit Court.1 Those actions were later

1At least 12 of the actions filed in Alabama were dismissed for lack

of a justiciable controversy. See OptumRx, as successor by merger to
Catamaran Corp. v. Star Discount Pharmacy, Inc., CV-2022-90364.00,
CV-2022-900366.00 & CV-2022-900367.00 (Madison Cnty. Cir. Ct., Apr.
18, 2023); OptumRx, as successor by merger to Catamaran Corp. v.
Parrish Inc., CV-2022-900087.00 (Marshall Cnty. Cir. Ct., Mar. 30, 2023);
OptumRx, as successor by merger to Catamaran Corp. v. Troy Pharmacy
LLC, CV-2022-900044.00 (Pike Cnty. Cir. Ct., July 14, 2023); OptumRx,
as successor by merger to Catamaran Corp., et al. v. Abbeville Pharmacy
LLC, CV-2022-900020.00 (Henry Cnty. Cir. Ct., Feb. 28, 2023);
OptumRx, Inc. v. Parks Pharmacy, Inc., CV-2022-900132.00 (Etowah
Cnty. Cir. Ct., Mar. 3, 2023); OptumRx, Inc. v. Parks Pharmacy, Inc., CV-
2022-900381.00 (Montgomery Cnty. Cir. Ct., Mar. 7, 2023); OptumRx, as
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consolidated for trial at the request of the parties.

In both actions, OptumRx alleged:

"A dispute has arisen between the parties. Under their
agreements, the parties not only agreed to arbitrate all
disputes at issue here, but delegated to an arbitrator any
questions as to the arbitrability of their disputes. The parties
agreed to submit to binding arbitration before the American
Arbitration Association."

Accordingly, pursuant to the Alabama Declaratory Judgment Act, §§ 6-

6-220 through -232, Ala. Code 1975, OptumRx asked the trial court to

"enter an Order clarifying the rights, duties, and obligations of the

parties under the Provider Manual" and to also enter an order "declaring

that [the Pharmacies are] obligated to arbitrate the parties' disputes

successor by merger to Catamaran Corp., et al. v. PVEL, LLC, CV-2022-
9000383.00 (Montgomery Cnty. Cir. Ct., Mar. 7, 2023); OptumRx, as
successor by merger to Catamaran Corp., et al. v. Montgomery Drug Co.,
Inc., CV-2022-900382.00 (Montgomery Cnty. Cir. Ct., Mar. 7, 2023);
OptumRx, as successor by merger to Catamaran Corp., et al. v. Star
Discount Pharmacy Inc., et al., CV-2022-90364.00, CV-2022-900366.00 &
CV-2022-900367.00 (Madison Cnty. Cir. Ct., Apr. 18, 2023); OptumRx, as
successor by merger to Catamaran Corp., et al. v. Montgomery Drug Co.,
Inc., CV-2022-900048.00 (Autauga Cnty. Cir. Ct., June 18, 2023);
OptumRx, Inc. v. Montgomery Drug Co., Inc., CV-2022-900069.00
(Elmore Cnty. Cir. Ct., June 18, 2023); and OptumRx, Inc. v. Opp
Pharmacy, Inc., CV-2022-900035 (Covington Cnty. Cir. Ct., Feb. 14,
2023). Neither party explains what occurred in the remaining four
actions.
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related to OptumRx's reimbursements for prescription drugs pursuant to

the arbitration agreements" in the Provider Manuals.

On December 13, 2022, the Pharmacies filed a motion to dismiss.

In their motion, the Pharmacies argued, among other things, that

OptumRx's declaratory-judgment actions were not based on a ripe,

justiciable controversy between the parties. Relying on caselaw from our

Court in which we recognized that "anticipation of future litigation is

insufficient to support a declaratory judgment action," Huntsville-

Madison Cnty. Airport Auth. v. The Huntsville Times, a Div. of the

Birmingham News Co., 564 So. 2d 904, 905 (Ala. 1990) (emphasis

omitted), the Pharmacies noted that, at the time OptumRx filed its

actions, "no lawsuit [had] been filed by [them] against [OptumRx]."

Rather, the Pharmacies noted that, at that point, they had "merely sent

a letter notifying [OptumRx] about a potential dispute" and that "nothing

further [had] been done."

The Pharmacies further argued that OptumRx's request for an

order clarifying the parties' rights, duties, and obligations under the

arbitration provision in the Provider Manuals was nothing more than a

request for an advisory opinion, which, they noted, our Court has

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repeatedly held is not the intended purpose of a declaratory-judgment

action. Accordingly, the Pharmacies argued that OptumRx's declaratory-

judgment actions against them were due to be dismissed.

In its opposition to the Pharmacies' motion, OptumRx argued,

among other things, that a ripe, justiciable controversy did exist between

the parties because, it said, the Declaratory Judgment Act authorizes

courts to "declare rights, status, and other legal relations," § 6-6-222, Ala.

Code 1975, even "where there is no 'suit or proceeding' pending." Relying

on this Court's decision in Harper v. Brown, Stagner, Richardson, Inc.,

873 So. 2d 220, 225 (Ala. 2003), OptumRx argued that, although the

Pharmacies had not commenced any litigation, a lawsuit was nonetheless

"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.

The trial court denied the Pharmacies' motion to dismiss without

explanation.

IV. OptumRx's Motion for a Summary Judgment

Eventually, OptumRx filed a motion for a summary judgment in

which it reiterated that it had brought the underlying actions "seeking a

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declaratory judgment that [the Pharmacies'] dispute with [it] concerning

prescription drug reimbursements must be arbitrated in accordance with

the parties' arbitration agreements." According to OptumRx, because the

Pharmacies had not demonstrated that the arbitration provision was

unenforceable, their disputes were "due to be arbitrated pursuant to their

arbitration agreement[]." OptumRx argued that, therefore, the trial court

should enter a summary judgment in its favor and should "issue a

declaration that the parties' disputes are to be arbitrated in accordance

with the parties' agreements."

In support of its motion, OptumRx attached several affidavits,

including one from Michael Holecek, one of its attorneys. According to

Holecek, during the telephone call in March of 2022, his colleagues

informed the Pharmacies of their obligation to arbitrate their disputes,

but, he claims, the Pharmacies' "counsel stated that [the Pharmacies] did

not agree to arbitration and intended to litigate the parties' disputes in

court."

In their opposition to OptumRx's motion, the Pharmacies denied

that they had refused to arbitrate their disputes with OptumRx. They

also argued that a justiciable controversy did not exist between the

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Pharmacies and OptumRx because OptumRx had failed to commence

arbitration as required by the arbitration provision in the Provider

Manuals and, instead, had "filed over 320 Petitions/Complaints for

Declaratory Judgment." Accordingly, the Pharmacies argued that

OptumRx was not entitled to a summary judgment in its favor.

Following additional filings and a hearing on June 21, 2023, the

trial court entered a summary judgment in favor of OptumRx and

ordered the parties to arbitrate their disputes in accordance with the

arbitration provision in the Provider Manuals. The Pharmacies now

appeal.

Standard of Review

The Pharmacies are appealing the summary judgment entered in

favor of OptumRx. It is well settled that

"[w]e review a summary judgment de novo. Potter v.
First Real Estate Co., 844 So. 2d 540, 545 (Ala. 2002) (citing
American Liberty Ins. Co. v. AmSouth Bank, 825 So. 2d 786
(Ala. 2002)).

" ' "We apply the same standard of review the trial
court used in determining whether the evidence
presented to the trial court created a genuine issue
of material fact. Once a party moving for a
summary judgment establishes that no genuine
issue of material fact exists, the burden shifts to
the nonmovant to present substantial evidence
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creating a genuine issue of material fact.
'Substantial evidence' is 'evidence of such weight
and quality that fair-minded persons in the
exercise of impartial judgment can reasonably
infer the existence of the fact sought to be proved.'
In reviewing a summary judgment, we view the
evidence in the light most favorable to the
nonmovant and entertain such reasonable
inferences as the jury would have been free to
draw." '

"844 So. 2d at 545 (quoting Nationwide Prop. & Cas. Ins. Co.
v. DPF Architects, P.C., 792 So. 2d 369, 372 (Ala. 2000))
(citations omitted).

"Summary judgment is appropriate only when there is
no genuine issue of any material fact and the moving party is
entitled to judgment as a matter of law. Rule 56(c)(3), Ala. R.
Civ. P."

Hooper v. Columbus Reg'l Healthcare Sys., Inc., 956 So. 2d 1135, 1139

(Ala. 2006).

Discussion

On appeal, both sides reassert many of the same arguments that

they raised in their filings in the trial court. Among those arguments is

whether a ripe, justiciable controversy existed between OptumRx and the

Pharmacies at the time OptumRx filed its declaratory-judgment actions

and, thus, whether the trial court's summary judgment in OptumRx's

favor was proper. The Pharmacies argue that OptumRx effectively

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sought an advisory opinion as to anticipated future litigation, which does

not present a justiciable controversy under the Declaratory Judgment

Act. In response, OptumRx argues that the Pharmacies' refusal to

arbitrate their disputes pursuant to the terms of the arbitration provision

in the Provider Manuals created a justiciable controversy between them

and, thus, that the summary judgment in its favor is due to be affirmed.

Initially, we note that "Alabama cases often address ripeness in the

context of whether a case is justiciable, or appropriate for judicial

review." Ex parte Riley, 11 So. 3d 801, 806 (Ala. 2008). " ' " [J]usticiability

is jurisdictional." ' " Bedsole v. Goodloe, 912 So. 2d 508, 518 (Ala. 2005)

(citations omitted). In other words, "[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). Our Court has previously recognized that

a controversy that is merely "anticipated" is not one that is "justiciable."

See Ex parte Bridges, 925 So. 2d 189, 191-92 (Ala. 2005). If any action is

taken by a trial court under such circumstances, then that action is void.

See University of S. Alabama Med. Ctr. v. Mobile Infirmary Ass'n, 89 So.

3d 735, 741-42 (Ala. 2011).

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As stated previously, OptumRx filed its complaints against each of

the Pharmacies pursuant to the Declaratory Judgment Act. Our Court

has previously emphasized that a declaratory-judgment action requires

only that there be " ' " a bona fide justiciable controversy." ' " Creola Land

Dev., Inc. v. Bentbrooke Hous., L.L.C., 828 So. 2d 285, 288 (Ala. 2002)

(quoting Gulf S. Conf. v. Boyd, 369 So. 2d 553, 557 (Ala. 1979)). In other

words, the controversy must be " 'definite and concrete,' " must be " 'real

and substantial,' " and the party seeking relief by asserting a claim

opposed to the interest of another party " ' " upon a state of facts which

must have accrued." ' " Baldwin Cnty. v. Bay Minette, 854 So. 2d 42, 45

(Ala. 2003) (quoting Copeland v. Jefferson Cnty., 284 Ala. 558, 561, 226

So. 2d 385, 387 (1969)).

This justiciability requirement is consistent with one of the

purposes of the Declaratory Judgment Act, which "is to render practical

help in ending a controversy that has yet to reach the stage where legal

relief is immediately available and to enable parties between whom an

actual controversy exists or those between whom litigation is inevitable

to have the issues speedily determined when a speedy determination

would prevent unnecessary injury caused by the delay of ordinary

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judicial proceedings." Harper, 873 So. 2d at 224 (citing Ex parte State ex

rel. Lawson, 241 Ala. 304, 307, 2 So. 2d 765, 767 (1941)). Stated another

way, declaratory-judgment actions are designed to set controversies to

rest before they lead to the repudiation of obligations, the invasion of

rights, and the commission of wrongs. Id. See also Berman v. Wreck-A-

Pair Bldg. Co., 234 Ala. 293, 298, 175 So. 269, 274 (1937).

However, our Court has made clear that "[t]he Declaratory

Judgment Act … is not a vehicle for obtaining legal advice from the

courts" and " ' " does not ' " empower courts to … give advisory opinions,

however convenient it might be to have these questions decided for the

government of future cases." ' " ' " Etowah Baptist Ass'n v. Entrekin, 45

So. 3d 1266, 1274 (Ala. 2010) (citations omitted).

Finally, although this Court has explained that "a party should not

be forced to wait until the event giving rise to the claim occurs before a

court may determine the party's rights and obligations," we have also

held that "[a] declaratory-judgment action will not lie for an anticipatory

claim." Harper, 873 So. 2d at 224 (citing Creola Land Dev., Inc., 828 So.

2d at 288) (emphasis added); Huntsville-Madison Cnty. Airport Auth.,

564 So. 2d at 905 ("[A]nticipation of future litigation is insufficient to

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support a declaratory judgment action." (emphasis omitted)). While the

filing of a legal action is not a prerequisite to the existence of a justiciable

controversy, "an individual's legal rights [must have been] frustrated or

affected" for a controversy to be "inevitable" and, thus, "justiciable."

Harper, 873 So. 2d at 225.

First, we note that the record reflects that, in its complaints against

each of the Pharmacies, OptumRx alleged, among other things, that

"[a] real, bona fide controversy exists, as defined by [the
Declaratory Judgment Act, see] Alabama Code § 6-5-220
(1975), et seq., between the parties with regard to whether
[the Pharmacies are] obligated to arbitrate the parties'
disputes related to OptumRx's reimbursements for
prescription drugs under the arbitration agreements in the
Provider Manual …."

Accordingly, OptumRx asked the trial court to "enter an Order clarifying

the rights, duties, and obligations of the parties under the Provider

Manual" and to also enter an order "declaring that [the Pharmacies] are

obligated to arbitrate the parties' disputes related to OptumRx's

reimbursements for prescription drugs pursuant to the arbitration

agreements" in the Provider Manuals.

However, the record reflects that, before the filing of the underlying

actions, the Pharmacies had merely sent a letter notifying OptumRx

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about potential disputes regarding its pricing and reimbursement

schemes. That letter was sent in accordance with the terms of the

arbitration provision in the Provider Manuals, which made clear that the

"party asserting the Dispute shall provide written notice to the other

party identifying the nature and scope of the Dispute." (Emphasis added.)

That provision also provided that "[i]f the parties are unable to

resolve the Dispute within thirty (30) days after such notice is provided,

then either party may request … a … telephone conference to resolve the

Dispute." (Emphasis added.) It is undisputed that, in March 2022, the

parties participated in a telephone-conference call, with their counsel, to

discuss the disputes outlined in the Pharmacies' December 2021 letter.

According to OptumRx, during that telephone call, the Pharmacies'

counsel "stated that [the Pharmacies] did not agree to arbitration and

intended to litigate the parties' disputes in court."

OptumRx relies heavily on this assertion in support of its argument

on appeal that litigation between the parties was inevitable when it filed

its declaratory-judgment actions below and, thus, that a justiciable

controversy existed between them. However, even if we assume that the

Pharmacies did not want to arbitrate their disputes with OptumRx at

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that time, as our caselaw above makes clear, "an individual's legal rights

[must have been] frustrated or affected" for a controversy to be deemed

"inevitable" and, thus, "justiciable." Harper, 873 So. 2d at 225.

OptumRx contends that, because the Pharmacies have refused to

arbitrate their disputes, its rights have necessarily been "frustrated or

affected." However, there is nothing in the record before us that suggests

that, between the time the parties ended their telephone call in March

2022 and the time that OptumRx filed its declaratory-judgment actions

on that same day, OptumRx's rights had in any way been "frustrated or

affected" or that the Pharmacies' alleged intention to litigate their

disputes in court was "inevitable."

Moreover, pursuant to the terms of the parties' contracts, 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." Accordingly, OptumRx's rights had

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not yet been "frustrated or affected" and litigation was not "inevitable" at

the time it filed its declaratory-judgment actions below. Thus, there was

no justiciable controversy between OptumRx and the Pharmacies when

OptumRx filed its actions.2

Conclusion

Because there was no justiciable controversy between the parties,

the trial court did not have subject-matter jurisdiction over the actions.

As a result of this jurisdictional defect, the trial court's summary

judgment in favor of OptumRx is void. A void judgment will not support

an appeal. Accordingly, we reverse the trial court's summary judgment

in favor of OptumRx and remand the actions with the instructions that

the trial court vacate its judgment and dismiss the actions, without

prejudice.3

2We need not decide today whether a lawsuit seeking purely
declaratory relief regarding a dispute-resolution procedure could ever be
justiciable before any action on the merits has been filed.

3Given our resolution of this appeal, we pretermit discussion of the

remaining issues raised on appeal by the parties. See Johnson v. Ellis,
308 So. 3d 1, 3 n.3 (Ala. 2020) (citing Favorite Market Store v. Waldrop,
924 So. 2d 719, 723 (Ala. Civ. App. 2005), for the proposition that this
Court would pretermit discussion of further issues given the dispositive
nature of another issue).
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REVERSED AND REMANDED WITH INSTRUCTIONS.

Stewart, C.J., and Shaw, Wise, Bryan, Sellers, Mendheim, Mitchell,

and McCool, JJ., concur.

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