Summary Platt, LLC v. Optumrx, Inc., No. A163061 | Casetext Search + Citator casetext.com
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Platt LLC sues OptumRx for unfair business practices and an unconscionable arbitration provision in their contract, with the court finding the provisions to be substantively and procedurally unconscionable, and the case involving independent pharmacies who allege they have no choice but to deal with PBMs.
Key Points
- Platt LLC sued OptumRx for breach of contract and unjust enrichment, seeking damages and an accounting of all amounts owed.
- The trial court granted summary judgment in favor of OptumRx, but the appellate court reversed and remanded the case.
- OptumRx is a pharmacy benefit manager that contracts with health-insurance plans to manage their prescription-drug benefit programs and separately contracts with pharmacies to dispense the prescription drugs to people enrolled in the benefit plans.
- The case involves independent pharmacies who allege they had no choice but to deal with PBMs such as OptumRx since almost all of their customers were members of prescription-drug benefit programs.
- PBMs, including OptumRx, have faced criticism for setting low reimbursement rates that threaten the survival of independent pharmacies.
- The arbitration provision is not readily apparent, but the length of the manual reflects the complexity and exacting nature of the highly regulated pharmacy trade.
Summaries
228 word summary
Platt LLC sued OptumRx for unfair business practices and an unconscionable arbitration provision in their contract. The court found the arbitration provisions to be substantively unconscionable due to limited discovery provisions and a costly three-member panel. OptumRx also imposed penalties on pharmacies and allowed them to dispute through one-sided arbitration, while OptumRx could obtain penalties without it. The court also found the manuals containing the arbitration provisions to be contracts of adhesion and procedurally unconscionable. The case involved independent pharmacies who alleged they had no choice but to deal with PBMs such as OptumRx. The trial court denied arbitration, ruling that the provisions were procedurally and substantively unconscionable and could not be severed.
Platt, LLC v. Optumrx, Inc. involves an unconscionable arbitration provision in the Provider Manual between OptumRx and independent pharmacies. The manual outlines consequences for network pharmacies that violate requirements. Plaintiffs claim it is a contract of adhesion. PBMs like OptumRx act as intermediaries between pharmaceutical manufacturers, plan sponsors, pharmacies, and consumers to negotiate drug discounts, set prices, and reimburse pharmacies. Independent pharmacies generally lack legal expertise and time to negotiate PBM contracts, so they turn to PSAOs to negotiate on their behalf. PBMs have faced criticism for setting low reimbursement rates that threaten the survival of independent pharmacies. PSAOs represent a cohort of many pharmacies at once, giving independent pharmacies access to numerous PBM networks.
477 word summary
Platt, LLC v. Optumrx, Inc. involves an unconscionable arbitration provision in the Provider Manual between OptumRx and independent pharmacies. The manual outlines consequences for network pharmacies that violate requirements. Plaintiffs claim it is a contract of adhesion. OptumRx disclaimed any reliance on the revised arbitration provision, which sought to bring language into line with a recent Court of Appeal decision. While suffering from procedural unconscionability, independent pharmacies need access to all significant PBM networks to survive. PBMs like OptumRx act as intermediaries between pharmaceutical manufacturers, plan sponsors, pharmacies, and consumers to negotiate drug discounts, set prices, and reimburse pharmacies. Independent pharmacies generally lack legal expertise and time to negotiate PBM contracts, so they turn to PSAOs to negotiate on their behalf. PBMs have faced criticism for setting low reimbursement rates that threaten the survival of independent pharmacies. PSAOs represent a cohort of many pharmacies at once, giving independent pharmacies access to numerous PBM networks. Platt LLC sued OptumRx for unfair business practices and an unconscionable arbitration provision in their contract. The court found the arbitration provisions to be substantively unconscionable due to limited discovery provisions and a costly three-member panel. OptumRx also imposed penalties on pharmacies and allowed them to dispute through one-sided arbitration, while OptumRx could obtain penalties without it. The court also found the manuals containing the arbitration provisions to be contracts of adhesion and procedurally unconscionable. The case involved independent pharmacies who alleged they had no choice but to deal with PBMs such as OptumRx. The trial court denied arbitration, ruling that the provisions were procedurally and substantively unconscionable and could not be severed. The FAA expresses favor for arbitration agreements, but the party seeking arbitration bears the burden of proving its existence, while the opposing party bears the burden of proving any defense, such as unconscionability. Pharmacies opposed OptumRx's motion to compel arbitration, alleging causes of action including violation of the California Uniform Commercial Code, breach of contract, unfair trade practices, and more. OptumRx has a Pharmacy Audit Review Committee that can impose fines and penalties for breaches. The 2020 Manual includes arbitration provisions that only allow for individual resolution of disputes related to the parties' business relationship. Platt LLC sued OptumRx for breach of contract and unjust enrichment. The trial court granted summary judgment in favor of OptumRx, but the appellate court reversed and remanded the case. OptumRx is a pharmacy benefit manager that contracts with health-insurance plans to manage their prescription-drug benefit programs and separately contracts with pharmacies to dispense the prescription drugs to people enrolled in the benefit plans. Respondent pharmacies sued OptumRx when the company filed a motion to compel arbitration in accordance with arbitration provisions in the online manual, but the trial court denied the motion after finding that the provisions were unconscionable. The Provider Manual outlines the process for resolving disputes between parties and is updated regularly.
1132 word summary
Platt LLC sued OptumRx for breach of contract and unjust enrichment, seeking damages and an accounting of all amounts owed. The trial court granted summary judgment in favor of OptumRx, but the appellate court reversed and remanded the case, finding that the contract was unambiguous and that the trial court erred in considering extrinsic evidence without first resolving the ambiguity. OptumRx is a pharmacy benefit manager that contracts with health-insurance plans to manage their prescription-drug benefit programs and separately contracts with pharmacies to dispense the prescription drugs to people enrolled in the benefit plans. Respondent pharmacies sued OptumRx when the company filed a motion to compel arbitration in accordance with arbitration provisions in the online manual, but the trial court denied the motion after finding that the provisions were unconscionable. The Provider Manual outlines the process for resolving disputes between parties and is updated regularly. OptumRx has a Pharmacy Audit Review Committee (PARC) that can impose fines and penalties for breaches of pharmacy services agreements. The 2020 Manual includes arbitration provisions that only allow for individual resolution of disputes related to the parties' business relationship, with arbitrators only able to award actual damages. A severability clause in the arbitration provisions states that any unlawful, invalid, or unenforceable portion of the agreement will not invalidate any other part of the agreement. Pharmacies opposed OptumRx's motion to compel arbitration, arguing that the company failed to prove the existence of a valid arbitration agreement. The pharmacies alleged causes of action for violation of the California Uniform Commercial Code, breach of contract, unfair trade practices, breach of the covenant of good faith and fair dealing implied as a matter of law in the manuals, unfair competition, conversion, and quantum meruit. Platt, LLC sued OptumRx, Inc. for breach of contract based on the Manuals provided to pharmacies in their network. OptumRx moved to compel arbitration, but the trial court denied it, ruling that the arbitration provisions were procedurally and substantively unconscionable and could not be severed. The FAA expresses favor for arbitration agreements, but the party seeking arbitration bears the burden of proving its existence, while the opposing party bears the burden of proving any defense, such as unconscionability. Platt LLC sued OptumRx for unconscionability in their manuals containing arbitration provisions. The court found that the manuals were contracts of adhesion and procedurally unconscionable. OptumRx appealed the trial court's denial of arbitration and argued against the three factors that establish procedural unconscionability. The Platt, LLC v. Optumrx, Inc. case involves pharmacies alleging that OptumRx imposed a manual on them through an opaque process that favored OptumRx and failed to reimburse them correctly. The issue of whether the pharmacies agreed to arbitrate is unclear, but the trial court concluded that they are equitably estopped from denying the applicability of the Manuals since they alleged a cause of action for breach of contract. The case involves independent pharmacies who allege they had no choice but to deal with PBMs such as OptumRx since almost all of their customers were members of prescription-drug benefit programs. Platt LLC sued OptumRx for violating wage and hour laws. OptumRx sought to enforce an arbitration agreement in its employee manuals, but the court found the agreement unconscionable due to a lack of notice of unilateral modification. The appellate court affirmed, finding the clause both procedurally and substantively unconscionable. OptumRx imposes penalties on pharmacies and allows them to dispute through one-sided arbitration while OptumRx can obtain penalties without it. The trial court found the provisions substantively unconscionable due to self-help options available to OptumRx and the unilateral right to modify the manual, as well as limited discovery and a higher cost for a panel of three arbitrators. Pharmacies sued OptumRx over unfair business practices and challenged the arbitration provisions in their contracts. The costs of arbitration would be exorbitant for small, individual pharmacies and would have a substantial deterrent effect. The arbitration provisions were found to be substantively unconscionable, even ignoring the Manual's self-help provisions. Platt, LLC v. Optumrx, Inc. involves an arbitration agreement with limited discovery provisions, which the court finds to be substantively unconscionable. The court also notes that the arbitration provisions in this case require arbitration before a costly three-member panel, while OptumRx can withhold penalties without resorting to arbitration. The case involves Platt LLC suing OptumRX over an unconscionable arbitration provision in their contract. The court concludes that the arbitration provisions are unenforceable due to a high degree of procedural unconscionability and sufficient indications of substantive unconscionability. Pharmacy Benefit Managers (PBMs) like OptumRx act as intermediaries between pharmaceutical manufacturers, plan sponsors, pharmacies, and consumers to negotiate drug discounts, set prices, and reimburse pharmacies. PBMs aggregate the purchasing power of numerous health care plans to get volume discounts from drug manufacturers and provide access to a larger network of pharmacies. Independent pharmacies generally lack the legal expertise and time to adequately review and negotiate PBM contracts, so they turn to Pharmacy Services Administrative Organizations (PSAOs) to negotiate contracts on their behalf. PSAOs charge a monthly fee for a bundled set of services and separate fees for additional services. PBMs, including OptumRx, have faced criticism for setting low reimbursement rates that threaten the survival of independent pharmacies. PSAOs represent a cohort of many pharmacies at once, which gives independent pharmacies access to numerous PBM networks. Plaintiffs in Platt, LLC v. Optumrx, Inc. claim that the Provider Manual is a contract of adhesion and a “take it or leave it” proposition. The arbitration provision is not readily apparent, but the length of the manual reflects the complexity and exacting nature of the highly regulated pharmacy trade. The case involves a dispute over the arbitration provision in the Provider Manual between OptumRx and independent pharmacies. OptumRx has disclaimed any reliance on the revised arbitration provision. The change made by OptumRx sought to bring the language of its arbitrability provision into line with a recent Court of Appeal decision. The court found that clarifying language an appellate court has held to be ambiguous is not unreasonable or a bad faith exercise of the right to make unilateral changes. While the arbitration provision suffers from at least a modicum of procedural unconscionability, independent pharmacies need access to all significant PBM networks to survive in the current health care system. Platt, LLC v. Optumrx, Inc. is a case where an arbitration provision was deemed unconscionable due to burdensome requirements and rigid limitations on discovery. The Providers Manual outlines consequences for network pharmacies that violate requirements. The cookie policy for a website offers users the ability to manage their preferences and opt-out of certain types of cookies, but some may still impact their experience on the site. The policy also includes information about the California Consumer Privacy Act and the right to opt-out of the sale of personal information.
3317 word summary
This is a cookie policy for a website that allows users to manage their preferences. The website uses cookies for advertising, performance tracking, and essential functions. Users can choose to opt-out of certain types of cookies, but some may impact their experience on the site. The policy also includes information about the California Consumer Privacy Act and the right to opt-out of the sale of personal information. Platt, LLC v. Optumrx, Inc. is a case decided by the California Court of Appeals, First District, First Division on March 15, 2023. The case involves an arbitration provision that was found to be both procedurally and substantively unconscionable, but the court did not find severance to be necessary. The mandatory use of three-member arbitration panels comprised of individuals with 10 years of experience in healthcare law was deemed too burdensome and limitations on discovery were too rigid. The Providers Manual outlines requirements for network pharmacies and OptumRx can impose consequences for violation of those requirements, including termination of participation in the pharmacy network, holding back reimbursements, or assessing a contractual penalty. The Platt, LLC v. Optumrx, Inc. case involves a dispute over the arbitration provision in the Provider Manual between OptumRx and independent pharmacies. The plaintiffs argue that the self-help provisions in the manual allow OptumRx to take certain actions if it determines a pharmacy has violated provisions of the manual, rendering the arbitration provision one-sided and substantively unconscionable. However, OptumRx has disclaimed any reliance on the version of the Provider Manual containing the revised arbitration provision. The change made by OptumRx sought to bring the language of its arbitrability provision into line with a recent Court of Appeal decision. The court found that clarifying language an appellate court has held to be ambiguous is not unreasonable or a bad faith exercise of the right to make unilateral changes. The California courts have long held that a unilateral change provision does not render the contract substantively unconscionable. While the arbitration provision suffers from at least a modicum of procedural unconscionability, independent pharmacies need access to all significant PBM networks to survive in the current health care system. Plaintiffs in Platt, LLC v. Optumrx, Inc. made a sufficient showing that the Provider's Manual is a contract of adhesion and a “take it or leave it” proposition. It is immaterial that plaintiffs did not negotiate or sign any version of the manual. A PSAO can exert enough strength in the bargaining process to achieve changes to OptumRx's standard contract, including to the arbitration provision. The GAO Report observed that over half of the PSAOs interviewed reported having little success in modifying certain contract terms as a result of negotiations. The arbitration provision is to some extent not readily apparent, as it is included under the heading “Alternative Dispute Resolution” and not specifically labeled as arbitration in the table of contents or headings. The length of the manual reflects the complexity and exacting nature of the highly regulated pharmacy trade, and the table of contents lists the “Alternative Dispute Resolution” provisions, which are readily located on turning to the specified page. The fact that plaintiffs did not have an opportunity to negotiate the terms of their relationship with OptumRx is inapposite as they delegated this function to their PSAOs. The plaintiffs in Platt, LLC v. Optumrx, Inc. made claims against OptumRx but not against their pharmacy services administrative organizations (PSAOs). The majority's identification of the lack of access to the OptumRx Provider Manual as an indicator of procedural unconscionability is not persuasive in this unique contractual context. Most cases against PBMs and their affiliated pharmacies have not been successful, and conflict of interest concerns have been raised regarding PBMs that own or are affiliated with retail pharmacy chains. Lawsuits have been filed against PBMs alleging that they have acted for the benefit of themselves and/or their own pharmacies to the detriment of independent pharmacies in their networks. Pharmacy Benefit Managers (PBMs), including OptumRx, have faced criticism for setting low reimbursement rates that threaten the survival of independent pharmacies. To negotiate contracts with PBMs and health plans, independent pharmacies have increasingly turned to Pharmacy Services Administrative Organizations (PSAOs), which represent a cohort of many pharmacies at once. OptumRx contracts with about a dozen PSAOs, and some PSAOs like Elevate have bargained for the elimination of arbitration clauses from template contracts. PSAOs charge a monthly fee for a bundled set of services and separate fees for additional services. Member pharmacies can terminate agreements and switch to another PSAO if they believe it can negotiate better contract terms. PBMs can limit the number of PSAOs through which they will contract with independent pharmacies, but joining PSAOs gives independent pharmacies access to numerous PBM networks. Pharmacy Services Administrative Organizations (PSAOs) act as intermediary agents for independent pharmacies in negotiating contracts with third-party payers or their Pharmacy Benefit Managers (PBMs). A Government Accountability Office (GAO) study found that small businesses such as independent pharmacies generally lack the legal expertise and time to adequately review and negotiate PBM contracts. PSAOs are authorized to enter into contracts with third-party payers on behalf of member pharmacies and develop networks of member pharmacies by signing contractual agreements with them. The PSAO's "contract negotiation" services are pivotal and are frequently given the responsibility to contract on behalf of the pharmacy with third-party payers. Many independent pharmacies outsource negotiation and administrative tasks to PSAOs, which act as umbrella groups for many smaller, independent pharmacies, collectively leveraging their market share to negotiate contracts with PBMs and health plans. According to the GAO report, roughly 80% of the 22,000 independent pharmacies in the United States outsource this negotiation and other administrative tasks to PSAOs. PBMs create networks of pharmacies in which PBM members can receive their prescription pharmaceuticals at covered, discounted rates. Independent pharmacies must participate in the largest PBM networks to be successful and contract with PBMs either directly or through a PSAO. Pharmaceutical benefits managers (PBMs) act as intermediaries between pharmaceutical manufacturers, plan sponsors, pharmacies, and consumers, negotiating drug discounts, setting prices, and reimbursing pharmacies. PBMs like OptumRx serve as intermediaries between prescription-drug plans and pharmacies that beneficiaries use. PBMs aggregate the purchasing power of numerous health care plans to get volume discounts from drug manufacturers and provide access to a larger network of pharmacies than an employee benefit plan could do on its own. The context of this case does not permit ready application of some of the principles generally brought to bear in other arbitration cases. The trial court's order denying arbitration is affirmed, and respondents shall recover their costs on appeal. The trial court did not abuse its discretion in declining to sever unconscionable provisions. The case involves Platt LLC suing OptumRX over an unconscionable arbitration provision in their contract. OptumRX claims that the unconscionable terms can be severed from the agreement, but the court disagrees, stating that the provisions were not bargained for and are permeated with unconscionability. The court also finds multiple defects indicating a systematic effort to impose arbitration on the weaker party. The court concludes that the arbitration provisions are unenforceable due to a high degree of procedural unconscionability and sufficient indications of substantive unconscionability. OptumRX's argument that only the unconscionable provisions should be severed is rejected, and the court finds that even in a commercial context, arbitration provisions that foreclose necessary information are substantively unconscionable. Platt, LLC v. Optumrx, Inc. involves an arbitration agreement with limited discovery provisions, which the court finds to be substantively unconscionable. The agreement only allows for initial disclosures and limits the exchange of exhibits and witness lists. The court references previous cases, such as Sanchez v. Carmax Auto Superstores California, LLC and Armendariz v. Foundation Health Psychcare Services, Inc., which establish that arbitration must have minimum standards of fairness, including sufficient discovery. The court also notes that the arbitration provisions in this case require arbitration before a costly three-member panel, while OptumRx can withhold penalties without resorting to arbitration. These factors contribute to the finding of substantive unconscionability. Pharmacies sued OptumRx over unfair business practices and challenged the arbitration provisions in their contracts. OptumRx argued that the costs of arbitration would be affordable since they would be less than the monthly incomes of many of the plaintiffs. However, the pharmacies presented evidence that the costs of arbitration would be exorbitant for small, individual pharmacies and would have a substantial deterrent effect. OptumRx's revenue in 2019 was more than $74 billion, while most of the pharmacies made no more than $64,000 each month. The arbitration provisions were found to be substantively unconscionable, even ignoring the Manual's self-help provisions. The fact that OptumRx may engage in self-help while the pharmacies must arbitrate their claims is an indication of how one-sided the Manuals' dispute-resolution procedures are. The penalty provisions identified by the trial court go to the alleged unconscionability of the entire agreement and not just the arbitration provisions themselves. As a result, pharmacies may only challenge such relief by resorting to a costly and time-consuming arbitration procedure. OptumRx imposes penalties on pharmacies and allows them to dispute it through arbitration, which is one-sided as OptumRx can obtain penalties without resorting to arbitration while pharmacies must resort to arbitration. The trial court found the arbitration provisions to be substantively unconscionable due to the self-help options available to OptumRx and the unilateral right to modify the manual. The provisions also unreasonably limited discovery and imposed a greater cost by requiring a panel of three arbitrators. OptumRx argued that the self-help provisions had nothing to do with whether requiring arbitration was unconscionable and that the provisions provided the option for a live hearing. However, the trial court found the self-help options to be unfair and that the unilateral right to modify the manual was a strong sign of substantive unconscionability. Platt LLC v. OptumRx, Inc. is a case in which the plaintiff pharmacists sued OptumRx, their employer, for violating wage and hour laws. OptumRx moved to compel arbitration based on an arbitration agreement contained in its employee manuals. The trial court denied the motion, finding the arbitration agreement unconscionable due to the absence of notice of unilateral modification. The appellate court affirmed the trial court's decision, finding that the unilateral modification clause was procedurally unconscionable and substantively unconscionable. The lack of notice of the unilateral modification clause distinguished this case from other cases where the party opposing arbitration indicated their assent or knowledge of the clause. The appellate court also found that the plaintiff pharmacists did not receive notice of revisions to the manual. The arbitration provisions in OptumRx's Manuals were found to be both procedurally and substantively unconscionable. The absence of surprise in the provision did not negate the oppression due to unequal bargaining power. The pharmacies had no input in the process and were not asked or expected to indicate their agreement with the Manual. OptumRx's share of the market was not relevant as the pharmacies would not have access to any of OptumRx's customers if they did not do business with the company. The drug stores argued that the arbitration agreement was procedurally unconscionable under Arizona law, but the Fifth Circuit disagreed. The case Platt, LLC v. OptumRx, Inc. involves independent pharmacies who allege they had no choice but to deal with PBMs such as OptumRx since almost all of their customers were members of prescription-drug benefit programs. OptumRx relies on the pharmacies' allegations that the company controls a quarter of the market share to suggest that the pharmacies necessarily had alternatives to dealing with it. However, according to the complaint, if independent pharmacies decline to deal with OptumRx, they will not be able to serve a major portion of their customer base who are enrolled in health plans whose drug benefits are managed by OptumRx. The pharmacies put it in their respondents' brief that a consumer does not need more than one cell phone carrier, but a pharmacy needs customers from all the major PBMs. The only way an independent pharmacy can access the millions of customers whose pharmacy benefits are managed by Optum is to join Optum's network and agree to the terms of its ever-changing Provider Manual. OptumRx contends that no oppression was present because the pharmacies did not demonstrate “the absence of market alternatives,” but the court was not persuaded. The Platt, LLC v. Optumrx, Inc. case involves pharmacies alleging that OptumRx imposed a manual on them through an opaque process that favored OptumRx and failed to reimburse them correctly. The pharmacies have no choice but to deal with PBMs such as OptumRx to serve their customers, and OptumRx's entire business model is grounded on a wall of secrecy. The issue of whether the pharmacies agreed to arbitrate is unclear, but the trial court concluded that they are equitably estopped from denying the applicability of the Manuals since they alleged a cause of action for breach of contract. There was no negotiation or meaningful choice over the Manual, which weighs heavily in favor of finding procedural unconscionability based on oppression. OptumRx appeals the trial court's denial of arbitration and argues against the three factors that establish procedural unconscionability. The trial court notes that the arbitration provisions are buried in the manual and that OptumRx has the right to unilaterally change the terms of the agreements. The pharmacies argue that OptumRx has a vastly superior bargaining power, forcing them to accept onerous terms. OptumRx dismisses these allegations as conclusory and argues that the pharmacies have negotiated with them. The trial court denies arbitration, and OptumRx appeals. The concurrence includes a discussion of the relationship between independent pharmacies and pharmacy service administrative organizations. Platt LLC filed a suit against OptumRx, Inc. for unconscionability in their manuals containing arbitration provisions. OptumRx argued that the manuals were not unconscionable because they were not contracts of adhesion. However, the court found that the manuals were contracts of adhesion and procedurally unconscionable. The burden of proving unconscionability rests upon the party asserting it, and both procedural and substantive unconscionability must be shown to establish the defense. The doctrine of unconscionability ensures that contracts, particularly those of adhesion, do not impose terms that are overly harsh, unduly oppressive, or are so one-sided as to shock the conscience. Platt, LLC sued OptumRx, Inc. for breach of contract based on the Manuals provided to pharmacies in their network. OptumRx moved to compel arbitration, but the trial court denied it, ruling that the arbitration provisions were procedurally and substantively unconscionable and could not be severed. The pharmacies argued that they were not aware of the Manual's arbitration clause until after the lawsuit was filed. The FAA expresses favor for arbitration agreements, but the party seeking arbitration bears the burden of proving its existence, while the opposing party bears the burden of proving any defense, such as unconscionability. Pharmacies opposed OptumRx's motion to compel arbitration, arguing that the company failed to prove the existence of a valid arbitration agreement. The pharmacies provided declarations from 21 representatives who stated they were never provided with a manual for review or acceptance. OptumRx provided six versions of the manual, arguing that the fourth edition stated that an arbitrator, not the court, should decide issues of arbitrability. Less than a week after the pharmacies sued, OptumRx updated the manual to delegate issues of arbitrability to the arbitrator, but did not communicate this update to the pharmacies until December 2020. The pharmacies alleged causes of action for violation of the California Uniform Commercial Code, breach of contract, unfair trade practices, breach of the covenant of good faith and fair dealing implied as a matter of law in the manuals, unfair competition, conversion, and quantum meruit. They accused OptumRx of abusing its price-setting power to drive independent pharmacies out of business and diverting business to its own mail-order pharmacy. One specific alleged breach was Optum's purported improper reimbursement for generic prescription drugs. OptumRx has a "Pharmacy Audit Review Committee" (PARC) that reviews compliance with pharmacy services agreements and can impose fines and penalties, withhold payments, and impose other measures if a breach occurs. The 2020 1st edition of the Manual also contains "self-help" options for OptumRx, including penalties and sanctions for pharmacies that disclose confidential information or disrupt relationships between OptumRx and clients. Arbitration provisions only allow for individual resolution of disputes related to the parties' business relationship, and arbitrators cannot award anything other than actual damages. The Manual allows for a "documentary hearing" to be submitted to arbitrators by written briefs, affidavits, and documents or by oral hearing if requested within 40 days after service of a claim. If an oral hearing is requested, parties must exchange a final list of exhibits and witnesses, including expert witnesses, 21 days before the hearing. A severability clause in the arbitration provisions states that any unlawful, invalid, or unenforceable portion of the agreement will not invalidate any other part of the agreement. The Provider Manual is a 155-page document that outlines the process for resolving disputes between parties. If the parties cannot resolve the dispute informally, it is submitted to binding arbitration under the American Arbitration Association's commercial dispute procedures. The arbitration must be held in Los Angeles or Orange Counties before a panel of three arbitrators, each having at least 10 years of legal experience in healthcare law. The Manual is updated regularly, and the pharmacies alleged that they are bound by the Manual once they contract with pharmacy service administrative organizations affiliated with OptumRx. The trial court concluded that these pharmacies had no direct relationship with OptumRx under the Agreements and were thus not bound by them. OptumRx argued that regardless of whether a pharmacy was served by a pharmacy service administrative organization, the pharmacy's contract with OptumRx included two instruments: (1) the “Provider Agreement” and (2) a “Provider Manual” (Manual). Pharmacy benefit managers (PBMs) act as intermediaries between prescription-drug plans and pharmacies, managing prescription-drug coverage and processing payment claims. OptumRx is a PBM that contracts with health-insurance plans to manage their prescription-drug benefit programs and separately contracts with pharmacies to dispense the prescription drugs to people enrolled in the benefit plans. Respondent pharmacies sued OptumRx when the company filed a motion to compel arbitration in accordance with arbitration provisions in the online manual. The trial court denied the motion after finding that the arbitration provisions were unconscionable. The provisions favored OptumRx over the pharmacies by allowing OptumRx to unilaterally change arbitration terms, deny the pharmacies remedies available to OptumRx, impose high arbitration costs on the pharmacies, and severely limit the pharmacies' ability to engage in discovery. The California Court of Appeals affirmed the trial court's decision. Platt, LLC sued Optumrx, Inc. in a California Court of Appeals. The case details are not provided. The webpage includes options for a free trial and a demo, as well as information about cookie policies. Platt LLC sued OptumRx for breach of contract and unjust enrichment. Platt LLC had a contract with OptumRx to provide pharmacy services, but OptumRx allegedly failed to pay the agreed-upon price. Platt LLC sought damages and an accounting of all amounts owed. The trial court granted summary judgment in favor of OptumRx, finding that the contract was ambiguous and that the parties' course of dealing showed that OptumRx did not owe any additional amounts. Platt LLC appealed, arguing that the contract was not ambiguous and that the trial court erred in considering the parties' course of dealing without first resolving the ambiguity. The appellate court reversed and remanded the case, finding that the contract was unambiguous and that the trial court erred in considering extrinsic evidence without first resolving the ambiguity. No meaningful summary can be provided from the given text excerpt as it consists of code snippets for website styling and does not contain any meaningful information or context. Platt, LLC v. Optumrx, Inc. case number A163061 involves a list of HTML tags related to the OneTrust consent SDK and PC SDK.