# Lakeview Pharmacy of Racine, Inc. v. Catamaran Corporation

> District Court, M.D. Pennsylvania · February 27, 2025

URL: https://www.frixlaw.com/law-library/cases/10813916

## Case

- **Court:** District Court, M.D. Pennsylvania
- **Decided:** February 27, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/10813916

## How later opinions describe it (automated extraction)

- stating the purpose of requiring parties to cite to particular parts of the record in their briefs about a motion for summary judgment is to “assist the court in locating materials buried in a voluminous record”
- stating damages are required for bad faith claim
- stating the purpose of requiring parties to cite to particular parts of the record in their briefs about a motion for summary judgment is to “assist the court in locating materials buried in a voluminous record”

## Opinion text

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF PENNSYLVANIA

LAKEVIEW PHARMACY OF RACINE,
INC.,
Plaintiff, CIVIL ACTION NO. 3:15-CV-00290
v.
(MEHALCHICK, J.)
CATAMARAN CORPORATION,
Defendant.

MEMORANDUM
Before the Court are cross motions for summary judgment filed by Plaintiff Lakeview
Pharmacy of Racine Inc. (“Lakeview”) (Doc. 149) and Defendant Catamaran Corporation
(“Catamaran”) (Doc. 134). Also before the Court is a motion to intervene filed by Platt LLC,
Hudson Pharmacy Groupe 1 Inc., and Wolfe’s Pharmacy Inc. (collectively, “the
Intervenors”). (Doc. 178). For the following reasons, Catamaran’s motion for summary
judgment will be GRANTED. (Doc. 134). Lakeview’s motion for summary judgment will be
DENIED. (Doc. 149). The Intervenors’ motion to intervene will be DENIED as MOOT.
(Doc. 178).
I. BACKGROUND AND PROCEDURAL HISTORY
The following factual background is taken from the docket, the parties’ statements of
material facts and answers thereto.1 Because the Court writes primarily for the parties, and
the extensive factual and procedural history of this case has been documented in numerous

1 Pursuant to Local Rule 56.1, the Court accepts as true all undisputed material facts
supported by the record. Where the record evinces a disputed fact, the Court will take notice.
In addition, the facts have been taken in the light most favorable to the non-moving party with
respect to each motion.
other filings, the Court provides an abbreviate version here. At issue in this case are breach-
of-contract and breach of implied duties claims brought almost 10 years ago by a Wisconsin-
based pharmacy, Lakeview, against its pharmacy benefits manager, Catamaran. (Doc. 1). As
explained by Catamaran, “Lakeview contends it was under-reimbursed by Catamaran for
some of the prescription drugs Lakeview sold to members of health plans for which

Catamaran served as the pharmacy benefits manager (“PBM”).” (Doc. 140, at 6). It is this
under-reimbursement that forms the basis of Lakeview’s breach of contract and breach of
implied duties claims.
Relevant here is the discovery timeline in this case, which predates the undersigned’s
assignment to this matter. The original Joint Case Management Plan, signed by the parties
and adopted by the Court, indicates that fact discovery was to be completed by September 30,
2016. (Doc. 35; Doc. 68; Doc. 141, ¶ 49). Lakeview’s deadline to serve expert reports was set
for October 31, 2016. (Doc. 35; Doc. 68; Doc. 141, ¶ 49). As discovery ensued, the parties
sought the Court’s intervention in numerous discovery disputes, some of which took years to

resolve. (Doc. 94; Doc. 95; Doc. 96; Doc. 103). Despite the parties’ requests, the Court refused
to extend the discovery deadlines. (Doc. 100). Nevertheless, Lakeview served its expert report
on February 16, 2021, more than four years after the October 2016 deadline. (Doc. 141, ¶ 51).
Catamaran contends this expert report was not properly served in this case, but rather was
served in a related case, Mabe v. Optum Rx, Civil Action No 3:17-1102. (Doc. 157, at 6).
On February 12, 2024, the undersigned was assigned to this case. (Doc. 120). On May
31, 2024, Catamaran filed a motion for summary judgment. (Doc. 134). On July 8, 2024,
Lakeview filed a cross motion for partial summary judgment. (Doc. 149). On November 15,

2
2024, the Intervenors filed their motion to intervene.2 (Doc. 178). Once all the pending
motions were ripe, on February 19, 2025, the Court held oral argument on the pending
motions for summary judgment. (Doc. 134; Doc. 149). Each motion is now ready for
disposition. (Doc. 134; Doc. 149; Doc. 178).

II. STANDARD OF REVIEW
Under Rule 56 of the Federal Rules of Civil Procedure, summary judgment should be
granted only if “there is no genuine dispute as to any material fact and the movant is entitled
to judgment as a matter of law.” Fed. R. Civ. P. 56(a). A fact is “material” only if it might
affect the outcome of the case. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A
dispute of material fact is “genuine” if the evidence “is such that a reasonable jury could return
a verdict for the non-moving party.” Anderson, 477 U.S. at 248. In deciding
a summary judgment motion, all inferences “should be drawn in the light most favorable to
the non-moving party, and where the non-moving party's evidence contradicts the movant's,
then the non-movant's must be taken as true.” Pastore v. Bell Tel. Co. of Pa., 24 F.3d 508, 512

(3d Cir. 1994).
A federal court should grant summary judgment “if the pleadings, depositions,
answers to interrogatories, and admissions on file, together with the affidavits, if any, show
that there is no genuine issue as to any material fact and that the moving party is entitled to a
judgment as a matter of law.” Farrell v. Planters Lifesavers Co., 206 F.3d 271, 278 (3d Cir. 2000).

2 Because the Court will grant Catamaran’s motion for summary judgment and as a
result close this case, the Intervenors’ motion to Intervene will be DENIED as MOOT. (Doc.
178).
3
The Court need not accept mere conclusory allegations, whether they are made in the
complaint or a sworn statement. Lujan v. Nat'l Wildlife Fed'n, 497 U.S. 871, 888 (1990). In
deciding a motion for summary judgment, the court's function is not to make credibility
determinations, weigh evidence, or draw inferences from the facts. Anderson, 477 U.S. at 249.

Rather, the court must simply “determine whether there is a genuine issue for trial.” Anderson,
477 U.S. at 249.
“Although the party opposing summary judgment is entitled to the ‘benefit of all
factual inferences in the court's consideration of a motion for summary judgment, the
nonmoving party must point to some evidence in the record that creates a genuine issue of
material fact.’”3 Velentzas v. U.S., No. 4: CV-07-1255, 2010 WL 3896192, *7 (M.D. Pa. August
31, 2010) (quoting Goode v. Nash, 241 F. App'x 868, 868 (3d Cir. 2007)) (citation omitted).
The opposing party “cannot rest solely on assertions made in the pleadings, legal
memorandum, or oral argument.” Goode, 241 F. App'x at 868 (internal quotation marks

omitted). If the non-moving party “fails to make a showing sufficient to establish the existence
of an element essential to [the non-movant's] case, and on which [the non-movant] will bear
the burden of proof at trial,” Rule 56 mandates the entry of summary judgment because such
a failure “necessarily renders all other facts immaterial.” Celotex Corp. v. Catrett, 477 U.S. 317,
322–23 (1986).

3 See also Beenick v. LeFebvre, 684 F. App’x 200, 206 (3d Cir. 2017) (stating the purpose
of requiring parties to cite to particular parts of the record in their briefs about a motion
for summary judgment is to “assist the court in locating materials buried in a voluminous
record”) (quoting Fed. R. Civ. P. 56(c)(1)(A)).
4
With respect to cross-motions for summary judgment, “[e]ach movant must
demonstrate that no genuine issue of material fact exists; if both parties fail to carry their
respective burdens, the court must deny [both] motions.” Quarles v. Palakovich, 736 F. Supp.
2d 941, 946 (M.D. Pa. 2010) (citing Facenda v. N.F.L. Films, Inc., 542 F.3d 1007, 1023 (3d Cir.

2008)). However, a federal court should grant summary judgment “if the pleadings,
depositions, answers to interrogatories, and admissions on file, together with the affidavits, if
any, show that there is no genuine issue as to any material fact and that the moving party is
entitled to a judgment as a matter of law.” Farrell, 206 F.3d at 278.
III. DISCUSSION
Remaining in this case are Count I and Count II of Lakeview’s amended complaint.
(Doc. 53, at 19-24). In these Counts, Lakeview alleges a breach of contract claim and a breach
of the implied duty of good faith and fair dealing claim. (Doc. 53, at 19-24). Both parties move
for summary judgment on Lakeview’s breach of contract claim. (Doc. 134; Doc. 149; Doc.
149-2). Catamaran seeks summary judgment on Lakeview’s claim for breach of the implied

covenant of good faith and fair dealing claim, arguing that Lakeview has withdrawn this
claim. (Doc. 134; Doc. 157, at 7). In its briefing, Lakeview does not explicitly challenge this
assertion; however, at oral argument Lakeview stipulated that the claim was not withdrawn.4

4 In its brief in opposition to Lakeview’s motion for summary judgment, Catamaran
concludes: “Lakeview expressly withdrew its claim for breach of the implied warranty of good
faith and fair dealing (Count II).” (Doc. 157, at 7). To support this proposition, Catamaran
cites to a footnote from Lakeview’s brief in opposition to Catamaran’s motion for summary
judgment. (Doc. 157, at 7). During oral argument, Lakeview’s counsel tried to explain that
the claim was not withdrawn, however, he struggled to find support for this conclusion in his
briefing. Regardless, because Catamaran is entitled to summary judgment on the merits, the
5
Because the parties agree that the Catamaran Provider Manual should govern this
dispute, the Court will defer to the Illinois choice of law provision therein, which neither party
challenges. Under Illinois law, the elements of a breach-of-contract claim are: (1) a valid
contract, (2) substantial performance by plaintiff, (3) breach, and (4) damages caused by that
breach. Ivey v. Transunion Rental Screening Sols., Inc., 215 N.E.3d 871, 877 (Ill. 2022). To state

a claim for breach of the implied covenant of good faith and fair dealing in Illinois, a plaintiff
must plausibly allege (1) the parties had an enforceable contract (2) “breaching a specific duty
imposed by the contract other than the covenant of good faith and fair dealing” (3) the
defendant failed to reasonably and with proper motive exercise its contractual discretion; and
(4) damages. AAA Gaming LLC v. Midwest Elecs. Gaming, LLC, No. 16 CV 4997, 2016 WL
6476549, at *3 (N.D. Ill. Nov. 2, 2016). While the parties dispute both the breach and
damages elements of Lakeview’s breach of contract claim, the instant motions may be
resolved by looking solely at the damages element. Under Illinois law, “[d]amages are an
essential element of a breach of contract action [and thus a bad faith claim] and a claimant’s

failure to prove damages entitles the defendant to judgment as a matter of law.” In re Illinois
Bell Telephone Link-Up II, 994 N.E.2d 553, 558 (Ill. App. Ct. 2013); see also City of Rockford v.
Mallinckrodt ARD, Inc., 360 F. Supp. 3d 730, 768 (N.D. Ill. 2019) (stating damages are required
for bad faith claim).

Court finds no reason to deem Catamaran’s arguments as unopposed or Lakeview’s claim as
withdrawn.
6
In support of its damages allegation, Lakeview puts forward only an expert report
(“the Mabe Report”). (Doc. 150, at 20; Doc. 157, at 23-24). Catamaran argues the Mabe Report
should be excluded from this litigation because it was prepared for another case (Mabe v.
OptumRx, No. 3:17-CV-01102) and produced late in this one without any of the

accompanying data relied upon by experts as is required under Rule 26 of Federal Civil
Procedure. (Doc. 157, at 23-29). In their briefing and at oral argument, the parties agreed that
Lakeview’s claims can only survive if this Court considers the Mabe Report. (Doc. 150, at 20;
Doc. 157, at 23). Having contemplated the specific circumstances of this case, especially this
Court’s previous discovery Orders and the prejudice admitting this expert report would have
on Catamaran, this Court cannot, in good faith, consider the Mabe Report. Thus, as Lakeview
concedes, it cannot satisfy its burden to establish that it suffered any damages as a result of
Catamaran’s actions. Both Lakeview’s claims therefore must fail.
Rules 26 and 37 of Federal Procedure force this result. Under Rule 26, “[a] party must

make expert disclosures at the times and in the sequence that the court orders.” See Garcia v.
United States, No. 3:17CV1910, 2023 WL 8281686, at *6 (M.D. Pa. Nov. 30, 2023). Under
Rule 37, a party that fails to disclose an expert report “is not allowed to use that information
or witness to supply evidence on a motion, at a hearing, or at a trial, unless the failure was
substantially justified or is harmless." Fed. R. Civ. P. 37(c)(1). Arguing that Lakeview’s
actions are neither substantially justified nor harmless, Catamaran puts forward three bases
for the Mabe Report’s exclusion. (Doc. 157, at 24-31).
First, Catamaran explains that the Mabe Report should be excluded because the report
is untimely. (Doc. 140, at 24-25; Doc. 157, at 27). The deadline for Lakeview to serve expert

reports in this case was October 31, 2016. (Doc. 35, ¶ 6.5). Lakeview served the Mabe Report
7
almost four years later, on February 16, 2021. (Doc. 141, ¶ 51). In defense of its late
production, Lakeview contends that fact discovery had not yet closed as of February of 2021
because the Court had still not disposed of all the parties’ outstanding discovery disputes.5
(Doc. 150, at 20). This argument is flawed. The timeline in which the Court disposes of the
discovery disputes before it does not serve to alter discovery deadlines unless the relevant

responsive Orders do so explicitly. This is especially true in this case where the Court had
already denied Lakeview’s request to reopen discovery and modify the discovery deadlines
around a year before the expert report was served, in 2020. (Doc. 100, at 4-6). In its Order
denying Lakeview’s request to reopen discovery, this Court stated “although the case is not
yet trial ready, the court agrees that to allow plaintiff to turn back the clock and require
defendant to engage in additional discovery, would be prejudicial to defendant.” (Doc. 100,
at 6). This considered, the Court finds Lakeview’s decision to disregard the Court’s directives
and serve the Mabe Report anyway not only to be “substantially unjustified,” but also directly
in violation of Court Orders. Fed. R. Civ. P. 37(c)(1). Such behavior will not be rewarded

now by allowing the Mabe Report’s introduction, especially given it is “well within the district
court’s discretion to exclude an expert's testimony and report if the offering party failed to
disclose the expert and produce the report prior to the district court's prescribed discovery

5 The Court here recognizes Lakeview’s frustration with the discovery in this matter,
and the delays caused by discovery issues. (See e.g., Doc. 91). However, the Court is bound
by previous Orders in this case, including Orders in which the Court refused to modify the
discovery deadlines and re-open fact discovery. (See Doc. 100). Thus, the deadline to serve
expert reports was October 31, 2016.
8
deadline.” Brown, 341 F.R.D. at 573; see also McCann v. Miller, 502 F. App'x 163, 172 (3d Cir.
2012); Fed. R. Civ. P. 37(c)(1).
Second, Catamaran asserts that the Mabe report was prepared for, and properly served,
in another case and thus cannot be relied upon in this one. (Doc. 140, at 25). As Catamaran

states and this Court agrees, “[u]nder Federal Rule 26(a)(2), ‘production of expert discovery
in one case does not satisfy or excuse a party’s disclosure obligations in the other.’” (Doc.
140, at 5) (quoting United States v. Brace, 334 F.R.D. 472, 479 (W.D. Pa. 2020) (granting
motion to strike expert reports “never properly served during discovery in the instant
litigation” and served only in another “not consolidate action.”)). Faced with similar
circumstances where a party seeks to rely on an expert report prepared for another case, courts
have found exclusion to be a reasonable sanction. See e.g., Jakobovits as Tr. of Lite Tr. I v. PHL
Variable Ins. Co., No. 17-CV-3527-ARR-RER, 2023 WL 3741993, at *3 (E.D.N.Y. May 31,
2023), appeal dismissed, No. 23-997, 2024 WL 3311102 (2d Cir. May 10, 2024) (“I will not

permit plaintiff to rely on expert reports from another case.”); see also e.g., Brace, 334 F.R.D.
at 484 (explaining counsel had been advised that “documents produced in one civil action
would not thereby be considered part of the record in another.”). This Court finds the same
to be true here.
Most troubling is Catamaran’s third contention. Catamaran avers that Lakeview has
violated Rule 26(a)(2)(B) by refusing to disclose facts and data on which the Mabe expert
relied. (Doc. 157, at 25). Catamaran asserts Lakeview’s failure to turn over this data “is deeply
prejudicial to Catamaran, because, without the missing data files and formulas, Catamaran
cannot replicate the experts’ models or damages calculations.” (Doc. 157, at 25). Lakeview

does not directly address this argument in its briefing. (Doc. 150; Doc. 167). Instead,
9
Lakeview replies “[b]ecause (1) Defendant has had the expert report since February 2021, and
(2) deposed the expert and produced responding expert reports more than three years ago,
Defendant is not prejudiced by the report and there is no basis for disregarding it.” (Doc. 150,
at 6). In response, Catamaran reminds the Court that all the discovery conducted in response
to the Mabe Report was done so in connection with and for the benefit of the Mabe litigation,

as “discovery had already closed in this case.” (Doc. 157, at 27). Thus, the data relied upon
by the Mabe experts to make conclusions about this litigation remains unaccounted for.
In a puzzling turn of events, at oral argument Lakeview announced that, just one day
prior to argument and almost four years after the Mabe Report was served (and thus eight
years after the discovery deadline had passed) Lakeview was finally able to turn over the
materials allegedly used by its experts to prepare the Mabe Report. Catamaran responded to
this declaration by explaining to the Court that, understandably, counsel had not had time to
review these documents. Catamaran further argued that forcing them to do so at this stage of

the litigation would be extremely prejudicial to their defense. The Court agrees.
While Lakeview’s late production is generally perplexing, it does little to absolve
Lakeview of its continued failure to fulfill its discovery obligations. On a more practical note,
because the Mabe Report was served in the Mabe case, the Court anticipates that a percentage
of the produced materials may not even be related to this litigation. Forcing Catamaran to go
through these materials and make such determinations is not in the best interest of this case
or the broader judicial economy. Even if the Mabe Report had been timely and correctly served
in this case, this four-year delay in producing the files relied upon by the experts would be
cause for the exclusion of the Mabe Report.

10
There is no disputing that Lakeview has disregarded its discovery duties under Rules
26 and 37 and that exclusion is appropriate in this case. However, in coming to this conclusion
and considering the severity of exclusion as a sanction, the Court finds it necessary also to
consider the four Rule 37 exclusion factors designated by the Third Circuit, which are as
follows:

(1) the prejudice or surprise of the party against whom the excluded evidence
would have been admitted; (2) the ability of the party to cure that prejudice; (3)
the extent to which allowing the evidence would disrupt the orderly and
efficient trial of the case or other cases in the court; and (4) bad faith or
willfulness in failing to comply with a court order or discovery obligation.
Brown v. Robert Packer Hosp., 2022 WL 1143533, 570, 573-74 (M.D. Pa. 2022)
(quoting Nicholas v. Pennsylvania State Univ., 227 F.3d 133, 148 (3d Cir. 2000)).

Consideration of these factors weighs in favor of excluding the Mabe Report. First, Catamaran
would be prejudiced by the introduction of the Mabe Report in this case because it would force
Catamaran to engage in substantial document review and discovery efforts nearly a decade
after the discovery deadlines have closed. As Catamaran articulates, this would cause a
“massive disruption” to this litigation, as in an effort of fairness a new round of expert
discovery would need to be opened, rebuttal reports would need to be drafted, further
summary judgment briefing would be required, and potential Daubert motions would need to
be filed. (Doc. 157, at 28). All of this would impose great cost and burden on both parties.
Further, as explained supra, because the Mabe Report was created in anticipation of the Mabe
litigation, allowing it to be used in this case would cause the confusion that would naturally
arise “from injecting into this case matters that were at issue in the [Mabe] Litigation.” See
Brace, 334 F.R.D. at 486. Second, neither Lakeview nor Catamaran can cure this prejudice.
There is nothing Lakeview could do to lessen the burden introducing this report would have
11
on Catamaran. It is the Court that would need to reopen discovery and reset the deadlines in
this case. It would not be in the best interests of the Court to do this, which leads to factor
three. Were this Court to consider the Mabe Report at this juncture, it would be incredibly
disruptive to the orderly disposition of this case. Again, the parties were already denied an

extension of the discovery deadlines in this case almost five years ago and have filed motions
for summary judgment. (Doc. 34; Doc. 49; Doc. 100). Fourth, as stated by Catamaran,
“Lakeview flagrantly and willfully disregarded this Court’s expert disclosure deadlines—first
in 2016, and then again in 2021 and 2024 by attempting to import the Mabe expert report into
this case years after the deadline ran without permission.” (Doc. 157, at 30). There is no
question that Lakeview defied this Court’s discovery Orders by serving additional discovery
unto Catamaran and willfully disregarded its discovery obligations by failing to produce the
materials relied upon by experts until now, on the eve of trial and after substantial motions
for summary judgment have been filed. These actions were not harmless or substantially

justified. This all considered, a review of the Third Circuit’s factors weighs in favor of
exclusion. The Mabe Report will be excluded from this litigation. See In re TMI Litig., 193
F.3d 613 (3d Cir. 1999), amended, 199 F.3d 158 (3d Cir. 2000) (finding the district court did
not abuse its discretion after applying these factors and excluding a late filed expert report and
stating “Counsel's failure to comply with the deadlines imposed by the District Court is
inexcusable. The District Court recognized it as such, and responded appropriately.”).
As Lakeview concedes, without the Mabe Report there is nothing in the record from
which a reasonable juror could conclude that Lakeview suffered damages as a result of
Catamaran’s alleged breach of contract and breach of its implied duties. Lakeview’s breach
of contract and breach of good faith and fair dealing claims therefore must fail. Judgment will
12
be rendered in Catamaran’s favor and its motion for summary judgment will be GRANTED.
(Doc. 134). Lakeview’s motion for summary judgment will be DENIED. (Doc. 149).
The Court understands that after over a decade of litigation, this ending to this case
may be frustrating and anti-climactic to the parties. However, the Court is bound by its

previous discovery deadlines, rulings, and findings of prejudice to Catamaran and the Court.
Because there is no way for Lakeview to sustain its claims without the admittance of the Mabe
Report, this action cannot survive.
IV. CONCLUSION
Based on the foregoing, Catamaran’s motion for summary judgment is GRANTED.
(Doc. 134). Lakeview’s partial motion for summary judgment is DENIED. (Doc. 149). The
Intervenors’ motion to intervene is DENIED as MOOT. (Doc. 178). JUDGMENT is to be
rendered in Catamaran’s favor. The Clerk of Court is DIRECTED to CLOSE this case.

BY THE COURT:

Dated: February 27, 2025 s/ Karoline Mehalchick
KAROLINE MEHALCHICK
United States District Judge

13

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10813916. Public record. Not legal advice.