Petition for Writ of Certiorari — Saint Anthony Hospital, Petitioner v. Elizabeth M. Whitehorn, Director, Illinois Department of Healthcare and Family Services, et al.

Supreme Court briefApr 22, 2025

Ask Donna

What actually matters in this document.

Text

No. 24In the

Supreme Court of the United States

SAINT ANTHONY HOSPITAL,

Petitioner,

ELIZABETH M. WHITEHORN, IN HER OFFICIAL

CAPACITY AS DIRECTOR OF THE ILLINOIS

DEPARTMENT OF HEALTHCARE AND

FAMILY SERVICES,

Respondent.

On Petition for a Writ of Certiorari to the

United States Court of A ppeals for the Seventh Circuit

PETITION FOR A WRIT OF CERTIORARI

Edward W. Feldman

Counsel of Record

Michael L. Shakman

William J. K att

Mary Eileen Cunniff Wells

K ay L. Dawson

Miller Shakman Levine

& Feldman LLP

30 West Monroe, Suite 1900

Chicago, IL 60603

(312) 263-3700

efeldman@millershakman.com

Counsel for Petitioner

120414

(800) 274-3321 • (800) 359-6859

QUESTION PRESENTED

This Court has granted a writ of certiorari in Medina

v. Planned Parenthood South Atlantic, No. 23-1275, and

its decision in that case will likely decide whether Wilder

v. Virginia Hospital Ass’n, 496 U.S. 498 (1990), remains

good law in cases seeking to assert individual rights to

sue under Spending Clause statutes. The Court’s Medina

decision will likely decide the outcome in this case, which

has sharply divided the Court of Appeals for the Seventh

Circuit, as reflected in its three opinions—all with

dissents—the last en banc. All address whether Petitioner

Saint Anthony Hospital may sue the State to enforce a

requirement of federal Medicaid law to pay providers 90%

of completed claims within 30 days of submission and 99%

within 90 days.

The continued viability of Wilder within the analytical

framework of Health and Hospital Corp. of Marion

County v. Talevski, 599 U.S. 166 (2023), and Gonzaga

University v. Doe, 536 U.S. 273 (2002), is central to

the disagreements that have generated the conflicting

opinions in this case. Therefore, the sole question framed

by this Petition is the same as in Medina, but in relation

to a different provision of federal Medicaid law:

In determining whether Saint Anthony Hospital has

a right to sue to enforce the prompt payment rule, should

the court of appeals have treated Wilder as relevant

and, based upon that precedent, as well as Gonzaga and

Talevski, upheld the Hospital’s right to sue the State under

42 U.S.C. § 1983?

PARTIES TO THE PROCEEDING

Petitioner is Saint Anthony Hospital, a Chicago

charitable hospital. Respondent is Elizabeth M. Whitehorn,

in her official capacity as Director of the Illinois

Department of Healthcare and Family Services. Meridian

Health Plan of Illinois, Inc., IlliniCare Health Plan, Blue

Cross Blue Shield of Illinois (a division of Health Care

Service Corporation, a Mutual Legal Reserve Company),

and Cook County Health & Hospital System d/b/a

CountyCare Health Plan are managed care organizations

that intervened in the action.

iii

CORPORATE DISCLOSURE STATEMENT

Saint Anthony Hospital has no parent corporation and

no publicly held company owns more than 10% of Saint

Anthony Hospital.

RELATED PROCEEDINGS

Saint Anthony Hospital v. Whitehorn, No. 21-2325,

U.S. Court of Appeals for the Seventh Circuit. Judgment

entered Mar. 14, 2025.

Saint Anthony Hospital v. Whitehorn, No. 21-2325,

U.S. Court of Appeals for the Seventh Circuit. Judgment

entered Apr. 25, 2024.

Eagleson v. Saint Anthony Hospital, No. 22-534,

U.S. Supreme Court. Granting certiorari, vacating, and

remanding on June 20, 2023.

Saint Anthony Hospital v. Eagleson, No. 21-2325,

U.S. Court of Appeals for the Seventh Circuit. Judgment

entered July 5, 2022.

Saint Anthony Hospital v. Eagleson, No. 20-cv-2561,

U.S. District Court for the Northern District of Illinois.

Judgment entered July 13, 2021.

TABLE OF CONTENTS

Page

QUESTION PRESENTED . . . . . . . . . . . . . . . . . . . . . . . . i

PARTIES TO THE PROCEEDING . . . . . . . . . . . . . . . . ii

CORPORATE DISCLOSURE STATEMENT . . . . . . iii

RELATED PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . iv

TABLE OF CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . v

TABLE OF APPENDICES . . . . . . . . . . . . . . . . . . . . . . vii

TABLE OF CITED AUTHORITIES . . . . . . . . . . . . . . ix

DECISIONS BELOW . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

STATEMENT OF JURISDICTION . . . . . . . . . . . . . . . 1

STATUTES INVOLVED . . . . . . . . . . . . . . . . . . . . . . . . . 1

STATEMENT OF THE CASE . . . . . . . . . . . . . . . . . . . . 2

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

II. Statutory and case law background . . . . . . . . . . . 6

A. Congress created the prompt payment

rule to protect providers . . . . . . . . . . . . . . . . 6

Table of Contents

Page

B. Under Wilder, the prompt payment

r u le i s d i rec t ly en force able by

providers. If Wilder remains relevant,

Saint Anthony should prevail . . . . . . . . . . . 11

C. Whether Wilder continues to be good

law is the controlling issue in this case . . . 15

REASONS FOR GRANTING THE PETITION . . . . 20

CONCLUSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

vii

TABLE OF APPENDICES

Page

A P P E N DI X A — O P I N ION O F T H E

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT, FILED

MARCH 14, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1a

A P P E N DI X B — O P I N ION O F T H E

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT, FILED

APRIL 25, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65a

APPENDIX C — GRANT/VACATE/REMAND

ORDER OF T H E SU PREM E COU RT

OF T H E U N I T ED S TAT E S , F I L ED

JUNE 20, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143a

A P P E N DI X D — O P I N ION OF T H E

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT, FILED

JULY 5, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145a

APPENDIX E — MEMORANDUM OPINION

AND ORDER OF THE UNITED STATES

DISTRICT COURT FOR THE NORTHERN

DISTRICT OF ILLINOIS , EA ST ERN

DIVISION, FILED JULY 9, 2021 . . . . . . . . . . . . . 214a

APPENDIX F — ORDER OF THE UNITED

STATES COURT OF APPEALS FOR THE

SEVENTH CIRCUIT, FILED JULY 24, 2024 . . . . 253a

viii

Table of Appendices

Page

A P P E N DI X G — O P I N ION OF T H E

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT, FILED

SEPTEMBER 8, 2022 . . . . . . . . . . . . . . . . . . . . . . 255a

APPENDIX H — STATUTES INVOLVED . . . . . . 265a

TABLE OF CITED AUTHORITIES

Page

CASES:

Armstrong v. Exceptional Child Ctr., Inc.,

575 U.S. 320 (2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Blessing v. Freestone,

520 U.S. 329 (1997) . . . . . . . . . . . . . . . . . . . . . . . . . 4, 15

Gonzaga University v. Doe,

536 U.S. 273 (2002) . . . . . . . . . . . . . . . . 5, 11, 15, 18, 19

Health and Hospital Corp. of Marion County v.

Talevski,

599 U.S. 166 (2023) . . . . . . . . . . . . 3, 4, 5, 11, 15, 18, 19

Keene Corp. v. United States,

508 U.S. 200 (1993) . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Kerr v. Edwards,

No. 23-1275, 2024 WL 2864031

(June 3, 2024) . . . . . . . . . . . . . . . . . . . . . . . . . 4, 6, 20, 21

Wilder v. Virginia Hospital Ass’n,

496 U.S. 498 (1990) . . . . . . . . . . . . 4, 5, 6, 11, 12, 13, 14,

15, 16, 17, 18, 19, 20, 21

STATUTES AND OTHER AUTHORITIES:

28 U.S.C. § 1254(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

28 U.S.C. § 1331 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Cited Authorities

Page

28 U.S.C. § 1343 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

28 U.S.C. § 1983 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

42 U.S.C. § 1396-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

42 U.S.C. § 1396a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

42 U.S.C. § 1396a(a)(13)(A) (1982 Ed., Supp. V) . . . . . . 12

42 U.S.C. § 1396a(a)(37) . . . . . . . . . . . . . . . . . . . . . . . . . 1, 3

42 U.S.C. § 1396a(a)(37)(A) . . . 5, 6, 7, 8, 10, 13, 14, 16, 17

42 U.S.C. § 1396u-2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

42 U.S.C. § 1396u-2(f) . . . . . . . . . . . . . . . 1, 3, 5, 7, 8, 9, 10,

13, 15, 16, 17, 18

42 U.S.C. § 1396u-2(h)(2)(B) . . . . . . . . . . . . . . . . . . . . . . 10

42 U.S.C. § 1983 . . . . . . . . . . . . . . . . . . . . . . . . 9, 13, 16, 18

44 Fed. Reg. 30341 (May 29, 1979) . . . . . . . . . . . . . . . . . . 7

H.R. Rep. No. 105-217 (1997) (Conf. Rep.) . . . . . . . . . . . 9

Pub. L. No. 105-33, 111 Stat. 251 (1997) . . . . . . . . . . . . . 8

Pub. L. No. 111-5, § 5006(d), 123 Stat. 115 (2009) . . . . . 10

Cited Authorities

Page

S. 947, 105th Cong. § 1946 (1997) . . . . . . . . . . . . . . . . . . . 9

S. Rep. No. 95-453 (1977) . . . . . . . . . . . . . . . . . . . . . . . . . 7

DECISIONS BELOW

The district court’s opinion granting Respondent’s

motion to dismiss (App., infra, 214a-252a) is reported at

548 F.Supp.3d 721 (N.D.Ill. 2021). The court of appeals’ first

decision reversing that opinion (App., infra, 145a–213a) is

reported at 40 F.4th 492 (7th Cir. 2022). Its order denying

rehearing (App., infra, 255a–264a) is reported at 48 F.4th

737 (7th Cir. 2022).

The court of appeals’ second decision reversing the

district court’s opinion following remand from this Court

(App., infra, 65a–142a) is reported at 100 F.4th 767 (7th

Cir. 2024). Its order granting rehearing en banc and

vacating its prior opinion (App., infra, 253a–254a) is not

reported but is available at 2024 WL 3561942 (7th Cir.

July 24, 2024). The court of appeals’ third decision, en

banc, affirming the district court (App., infra, 1a–64a) is

reported at 132 F.4th 962 (7th Cir. 2025).

STATEMENT OF JURISDICTION

The Seventh Circuit entered the judgment being

appealed on March 14, 2025. Petitioner invokes this

Court’s jurisdiction under 28 U.S.C. 1254(1).

STATUTES INVOLVED

The pertinent statutory provisions, 42 U.S.C.

§§ 1396u-2(f) and 1396a(a)(37), are set forth in the

appendix to this Petition. App., infra, 265a.

STATEMENT OF THE CASE

Introduction

Saint Anthony Hospital is a Chicago charity hospital

that has served the poor since 1898. Payments for Medicaid

services generate much of its revenues. In 2018, Illinois

shifted from direct payment on a fee-for-service basis

to payment via managed care organizations (“MCOs”)

(mostly large insurance companies). The MCOs operate

under a per-enrollee capitation formula, allowing them

to keep any amounts they receive from the State that

exceed what the MCOs pay out to Medicaid providers,

subject to a cap.

The Hospital’s complaint alleged that the MCOs

routinely fail to pay on the schedule required by the

Medicaid Act: 90% of completed claims paid within 30 days

and 99% within 90 days.1 The effect was devastating, as

the en banc dissent noted: “As of February 2020, Medicaid

managed care organizations were past due on at least $20

million in payments to Saint Anthony. Back in 2015, Saint

Anthony had more than $20 million in cash on hand. That

was enough to fund 72 days of operation. As the State

increased its reliance on managed care, however, Saint

Anthony saw its cash reserves dwindle. By 2019, Saint

Anthony had less than $500,000 cash on hand, enough to

cover just two days of operation.” Appx., infra, 37a.

In 2020, the Hospital sued the Director of the State

agency that administers Medicaid and supervises the

1. This requirement is referred to in this Petition as the

“prompt payment rule” or the “30/90-day rule.”

MCOs. It sought an order requiring some form of action

to enforce the statutory provisions entitling providers to

prompt payment, 42 U.S.C. §§ 1396u-2(f) and 1396a(a)

(37)(A). 2 The district court dismissed the Hospital’s

complaint, holding that the State’s only obligation with

regard to the prompt payment rule was to include the

30/90-day schedule for payment of providers in the State’s

contracts with MCOs. It held that the State had no duty to

require MCOs to comply with that schedule. Appx., infra,

234a–244a, 248a–252a.

On appeal, a panel of the court of appeals held, over

a dissent, that the prompt payment rule of § 1396u-2(f)

granted an individual right to Medicaid providers like the

Hospital to prompt payment enforceable under 28 U.S.C.

§ 1983. Appx., infra, 154a–185a. It concluded that, at the

pleading stage, the Hospital had sufficiently stated a claim

to require the State to take some action, the nature and

extent of which would be determined by the district court

on remand. Id. at 158a–182a. The State sought review

by this Court, which granted its petition for certiorari

after issuing its ruling in Talevski, 599 U.S. 166. The

Court vacated and remanded to the court of appeals for

consideration in light of Talevski. Appx., infra, 143a–144a.

On remand, the panel found that Talevski did not

change the outcome and adhered to its prior ruling,

again with a dissent. Appx., infra, 75a–113a. The court

of appeals granted rehearing and, in the en banc opinion

that is the subject of this Petition, held—over a dissent

by three judges—that the prompt payment rule did not

2. The district court had jurisdiction under 28 U.S.C. §§ 1331

and 1343.

grant individually-enforceable rights to require the State

to take any action with respect to prompt payment. Appx.,

infra, 16a–32a.

Central to the disagreement reflected in the en banc

opinion and dissent is whether, and to what extent, this

Court’s decision in Wilder, 499 U.S. 498, remains good law.

The Court granted review in Medina to address that very

question in the context of another Medicaid provision. 3

That outcome-determinative issue warrants holding this

Petition pending the Court’s decision in Medina, and

thereafter granting the Petition, vacating the decision of

the court of appeals, and remanding the case for further

proceedings in light of the Court’s ruling in Medina.

The en banc majority’s opinion in this case treated

the reasoning and outcome in Wilder as no longer good

law, even though the Court had been asked to overrule

Wilder in Talevski and did not do so. The majority stated

that “whatever is left of that earlier line of cases [including

Wilder] is largely beside the point.” App., infra, 15a. It

recognized, nonetheless, that this Court has not expressly

overruled those decisions. Id.

The en banc dissent rested primarily on Wilder,

stating:

[T]he Court was asked to overrule a number

of its precedents in Talevski, including one on

provider payments that is especially relevant

here: Wilder v. Virginia Hospital Ass’n, 496

3. The petition for certiorari in Medina also focused on whether

Blessing v. Freestone, 520 U.S. 329 (1997), remains good law, an issue

that is not determinative in this case for reasons explained infra at 15.

U.S. 498, 110 S.Ct. 2510, 110 L.Ed.2d 455 (1990).

The Court did not do so.

Id. at 40a.

Recognizing that Gonzaga and Talevski set forth

the controlling standard, the dissent correctly applied

Wilder’s reasoning consistent with those decisions and

concluded that Congress granted Saint Anthony the right

to sue to enforce the prompt payment requirement:

The reasoning of Wilder easily extends to the

statutory provision governing the timing of

payments of those [Medicaid] rates, the feefor-service prompt payment rule of section

1396a(a)(37)(A). Other circuits have followed

Wilder to allow use of section 1983 to enforce

other Medicaid requirements for payments to

providers under both the fee-for-service model

and managed care.

Id. at 49a–50a.

[T]he Court was invited in Talevski to overrule

Wilder and chose not to do so. Recognizing

section 1396u-2(f ) [providing for prompt

payment of providers] as creating rights

enforceable under section 1983 does not push

the logic of Wilder or Talevski any further than

the Court itself has already taken it.

Id. at 54a (citations omitted).

This Court should grant the Hospital’s Petition, vacate

the decision below, and remand with direction to the court

of appeals to reconsider the Hospital’s claim in light of the

Court’s ruling in Medina with respect to the continued

relevance of Wilder.

II. Statutory and case law background

Congress created the prompt payment rule to

protect providers.

Medicaid is “a federal program that subsidizes the

States’ provision of medical services” to families and

individuals “whose income and resources are insufficient to

meet the costs of necessary medical services.” Armstrong

v. Exceptional Child Ctr., Inc., 575 U.S. 320, 323 (2015)

(quoting 42 U.S.C. § 1396-1). “Congress provides federal

funds in exchange for the States’ agreement to spend them

in accordance with congressionally imposed conditions.” Id.

In 1977, long before MCOs came into the Medicaid

picture, Congress adopted the prompt payment rule by

enacting 42 U.S.C. § 1396a(a)(37)(A). It provided that

states must have a Medicaid plan, and that plan must:

provide for claims payment procedures which

(A) ensure that 90 per centum of claims

for payment (for which no further written

information or substantiation is required in

order to make payment) made for services

covered under the plan and furnished by health

care practitioners through individual or group

practices or through shared health facilities

are paid within 30 days of the date of receipt

of such claims and that 99 per centum of such

claims are paid within 90 days of the date of

receipt of such claims[.]

42 U.S.C. § 1396a(a)(37)(A).

When Congress enacted section 1396a(a)(37)(A) in

1977, Medicaid payments were made directly by the states

under a fee-for-service model. The legislative history

establishes that doctors had been unwilling to serve

Medicaid patients because of uncertainty concerning

when the states would pay their bills. A “primary

consideration underlying the passage of the legislation”

that enacted section 1396a(a)(37)(A) was that payment

delay “discourages participation by physicians.” 44 Fed.

Reg. 30341, 30342 (May 29, 1979).4

Twenty years later, in 1997, Congress adopted section

1396u-2(f) to apply the same prompt payment rule when

the states elected to pay physicians and all other providers

through MCOs. That section states:

(f) Timeliness of payment; adequacy of payment

for primary care services

A contract under section 1396b(m) of this title

with a medicaid managed care organization

shall provide that the organization shall make

payment to health care providers for items

4. See also id. at 30341 (Section (a)(37)(A) was intended to

“increase provider participation in Medicaid”); S. Rep. No. 95-453,

at 7 (1977) (“The committee has received testimony indicating

that undue delay in medicaid claims payments . . . discourages

physicians from participating in the program.”).

and services which are subject to the contract

and that are furnished to individuals eligible

for medical assistance under the State plan

under this subchapter who are enrolled with

the organization on a timely basis consistent

with the claims payment procedures described

in section 1396a(a)(37)(A) of this title, unless

the health care provider and the organization

agree to an alternate payment schedule[.]

42 U.S.C. § 1396u-2(f) (emphasis added), enacted as part

of the Balanced Budget Act of 1997, Pub. L. No. 105-33,

111 Stat. 251 (1997).

The language of the 1997 enactment is mandatory:

the MCO “shall make payment to health care providers”

in compliance with the prompt payment rule. That applied

the 1977 statutory language to all providers via section

1396u-2(f). It required states to “ensure” prompt payment

of health care providers consistent with section 1396a(a)

(37)(A), regardless of whether the state paid directly or

via MCOs.

The unmistakable focus in the 1997 amendment

on individual providers’ rights to payment according

to the 30/90-day rule is clear from the statutory text.

When Congress authorized states to contract with

MCOs, it required payment of providers according to

state procedures that ensure payment on the 30/90day schedule, “unless the health care provider and

the [managed care] organization agree to an alternate

payment schedule[.]” 42 U.S.C. § 1396u-2(f). There would

have been no reason for Congress to provide that each

individual provider could negotiate an alternative to the

30/90-day rule, unless each individual provider had a right

to payment under the statutory 30/90-day rule.

The legislative history further supports the conclusion

that the unambiguous intent of the 1997 amendment

was to grant individual providers a right to prompt

payment—not to establish a yardstick for measuring

aggregate performance. The Balanced Budget Act of

1997 as proposed by the House did not include what would

become section u-2(f). See H.R. Rep. No. 105-217, at 866

(1997) (Conf. Rep.). The Senate proposed an amendment

adding a “Timeliness of payment” requirement. Id. It

was adopted by conference agreement and is described

in the conference report as follows: “Requires managed

care organizations to pay affiliated providers in a timely

manner for items and services provided to Medicaid

beneficiaries.” Id. The Senate amendment was entitled

“PROTECTION FOR PROVIDERS.” S. 947, 105th Cong.

§ 1946 (1997). The section of the Balanced Budget Act of

1997 that enacted section u-2(f) is entitled “ASSURING

TIMELINESS OF PROVIDER PAYMENTS.” § 4708(c),

111 Stat. at 506.

When it enacted the 1977 and 1997 amendments,

Congress was clear: health care providers are entitled to

prompt payment and the State has a mandatory obligation

to “ensure” prompt payment.

As the en banc dissent noted, “[t]his language signaled

that Congress intended section 1396u-2(f) to ‘assure,’

i.e., to guarantee, timely payment to providers. That

language of assurance further supports recognizing a

right enforceable under section 1983.” App., infra, 51a–52a

(quoting 111 Stat. at 506).

Nothing in the statutory language or legislative

history suggests that when Congress adopted section

1396u-2(f) in 1997, directing states to incorporate in their

contracts with MCOs the prompt payment rule, it intended

to grant providers anything less than the right to prompt

payment secured by section 1396a(a)(37)(A).

By a subsequent enactment, Congress clearly

confirmed that individual providers were always the focus,

and the intended beneficiaries, of the prompt payment

rule. In 2009, it enacted section 1396u-2(h)(2)(B). American

Recovery and Reinvestment Act of 2009, Pub. L. No. 111-5,

§ 5006(d), 123 Stat. 115, 507–08 (2009). That amendment

expanded Medicaid coverage via MCOs to Indian health

care providers. It required MCOs to pay Indian health care

providers according to the 30/90-day payment schedule.

42 U.S.C. § 1396u-2(h)(2)(B). Section u-2(h)(2)(B) describes

section 1396u-2(f) as the “rule for prompt payment of

providers,” not as the “rule for contracts with MCOs.”5

The en banc dissent correctly notes that the 2009

statutory reference “is part of a larger picture of statutory

language, history, and context that points consistently

toward a right enforceable under section 1983. We should

not reject that larger picture merely because no single

5. Section u-2(h)(2)(B) requires the states and MCOs: “To

agree to make prompt payment (consistent with rule for prompt

payment of providers under section 1396u–2(f) of this title)

to Indian health care providers that are participating providers

with respect to such entity or, in the case of an entity to which

subparagraph (A)(ii) or (C) applies, that the entity is required to

pay in accordance with that subparagraph.” 42 U.S.C. § 1396u-2(h)

(2)(B) (emphasis added).

detail—considered on its own—proves the entire case.”

App., infra, 54a.

The Court has instructed that “[c]ourts must employ

traditional tools of statutory construction to assess

whether Congress has ‘unambiguously conferred’

‘individual rights upon a class of beneficiaries’ to which

the plaintiff belongs.” Talevski, 599 U.S. at 183 (quoting

Gonzaga, 536 U.S. at 283, 285–86). These tools include

the language of the provision, as well as its legislative

history and context.

B. Under Wilder, the prompt payment rule is

directly enforceable by providers. If Wilder

remains relevant, Saint Anthony should prevail.

Wilder was decided seven years before Congress

enacted section 1396u-2 in 1997, authorizing states to

contract with MCOs to pay Medicaid providers. Thus,

Wilder provides the legal bedrock on which Congress

enacted the 1997 amendment. If Wilder remains relevant,

the en banc dissent is correct that the Hospital is entitled

to sue the State to require it to take some form of action

to enforce prompt payment when MCOs do not comply.

Wilder involved a claim by the Virginia Hospital

Association that the State of Virginia had failed to

meet the requirements of the Boren Amendment to the

Medicaid statute, which provided that

[A] State plan for medical assistance must—

...

provide . . . for payment . . . of the hospital

services, nursing facility services, and services

in an intermediate care facility for the mentally

retarded provided under the plan through

the use of rates (determined in accordance

with methods and standards developed by the

State . . . ) which the State finds, and makes

assurances satisfactory to the Secretary, are

reasonable and adequate to meet the costs

which must be incurred by efficiently and

economically operated facilities in order to

provide care and services in conformity with

applicable State and Federal laws, regulations,

and quality and safety standards and to assure

that individuals eligible for medical assistance

have reasonable access . . . to inpatient hospital

services of adequate quality.

Wilder, 496 U.S. at 502–03 (quoting 42 U.S.C. § 1396a(a)

(13)(A) (1982 Ed., Supp. V) (repealed 1997)).

The Court concluded that the hospital association could

sue under section 1983 to enforce the right to reasonable

reimbursement rates—and did so under statutory

language far less precise than the prompt payment rule’s

30/90-day schedule for payment of individual providers.

The State’s argument in Wilder was much like the

Illinois Director-Respondent’s position here: that the

prompt payment rule creates no rights to prompt payment,

only an obligation on the State to insert the rule in the

State’s contracts with MCOs. She contends that Illinois

need not evaluate whether the MCOs are complying with

that schedule or take any action if they are not.

Like the Respondent in this case, Virginia argued that

so long as it provided a certification of reasonableness,

the State had discharged its statutory duty and the

hospital association had no right to anything more than

that paper certification. The Court disagreed. It read the

Boren Amendment as Saint Anthony argues the Court

should read the prompt payment rule—as providing

specific monetary rights enforceable by providers. The

Court concluded that “[t]here can be little doubt that

health care providers are the intended beneficiaries of the

Boren Amendment. The provision establishes a system

for reimbursement of providers and is phrased in terms

benefiting health care providers[.]” 496 U.S. at 510. The

same is true of the prompt payment provision.

Rather than reading the Boren Amendment as

establishing only a paper certification requirement

of reasonable rates, the Court concluded that “the

Boren Amendment imposes a binding obligation on

States participating in the Medicaid program to adopt

reasonable and adequate rates and that this obligation

is enforceable under § 1983 by health care providers.”

Id. at 512. The Court reached this conclusion because

“[t]he Boren Amendment is cast in mandatory rather

than precatory terms: The state plan ‘must’ ‘provide for

payment . . . of hospital[s]’ according to rates the State

finds are reasonable and adequate.” Id. (quoting 42 U.S.C.

§ 1396a(a)(13)(A)).

The mandatory command is even stronger here: the

state plan “must” include claims payment procedures

that “ensure” prompt payment according to the 30/90-day

schedule. 42 U.S.C. § 1396a(a)(37)(A). Section 1396u-2(f)

adds that the state’s contracts with MCOs “shall provide

that the organization shall make payment to health care

providers . . . on a timely basis consistent with the claims

payment procedures described in section 1396a(a)(37)(A)

of this title”—i.e., procedures that “ensure” compliance

with the prompt payment rule.

In Wilder, the Court rejected Virginia’s argument

that its certification of compliance with a mandatory

statutory obligation to individual providers was all that

was required:

We reject that argument because it would render

the statutory requirements of findings and

assurances, and thus the entire reimbursement

provision, essentially meaningless. It would

make little sense for Congress to require

a State to make findings without requiring

those findings to be correct. In addition, there

would be no reason to require a State to submit

assurances to the Secretary if the statute did

not require the State’s findings to be reviewable

in some manner by the Secretary. We decline

to adopt an interpretation of the Boren

Amendment that would render it a dead letter.

496 U.S. at 514. The same is true of the Respondent’s

argument here that the 1997 amendment required only

inclusion of the 30/90-day schedule in the State’s contracts

with managed care organizations. As in Wilder, that

reading would make the prompt payment rule “essentially

meaningless.”6 Id. Saint Anthony has as good, or better,

6. As the dissent pointed out (App., infra, 37a–38a), the

arbitration remedy under the Hospital’s separate contracts with

arguments for an individual right to sue than did the

hospital association in Wilder.

Blessing, unlike Wilder, did not generate the different

conclusions that the majority and dissent reached in this

case. The majority’s comments about Blessing focused

on concerns about its “multifactor test to determine

whether a piece of Spending Clause legislation created

individual rights.” App., infra, 13a. The dissent, however,

did not apply that multifactor test. Instead, it focused

on whether the prompt payment rule granted individual

rights to providers by applying the standard of Gonzaga

and Talevski, and looking to the reasoning and result of

Wilder. The most it had to say about Blessing was that

its analysis “is also consistent with the so-called Blessing

factors.” Id. at 59a, n. 4.

Whether Wilder continues to be good law is the

controlling issue in this case.

The en banc dissent (like the two panel decisions

that preceded it) would find that providers such as Saint

Anthony have an individual right to prompt payment,

based upon statutory language, legislative history, and

the case law—most importantly Wilder—that was in

effect when Congress enacted section 1396u-2(f). The

dissent stated:

each MCO is not a practical means of enforcing prompt payment

because a charity hospital cannot afford to pay counsel to

litigate hundreds or thousands of individual arbitration disputes

with MCOs. Nor would such arbitrations solve the underlying

problem—the State’s failure to adopt and require compliance

with claims payment procedures that ensure prompt payment of

providers.

The timing shows that, when Congress extended

the prompt payment rules of section 1396a(a)

(37)(A) to managed care via section 1396u-2(f),

providers like Saint Anthony already had a

recognized right to prompt payments. Under

Wilder, they could enforce that right under

section 1983 with declaratory and injunctive

relief. Neither the majority nor the State has

identiﬁed any indication that Congress intended

to cut back on providers’ existing rights when it

enacted section 1396u-2(f) to extend the prompt

payment rule to managed care. That silence is

a powerful signal that we should allow this case

to move forward under section 1983.

App., infra, 50a–51a.

The en banc majority gave no weight to Wilder,

stating that “whatever is left of that earlier line of cases

is largely beside the point.” Id. at 15a. It ignored Wilder’s

interpretation of an analogous Medicaid provision that both

spelled out a specific provider right and required the State

to certify compliance with the right. The Court’s holding

in Wilder had two components: individual providers had a

right to reasonable rates, enforceable under section 1983;

and a mere certification by the State was not enough to

satisfy that substantive right. 496 U.S. at 509–15. As the

Court explained, “[t]he right is not merely a procedural

one that rates be accompanied by findings and assurances

(however perfunctory) of reasonableness and adequacy;

rather the Act provides a substantive right to reasonable

and adequate rates as well.” Id. at 510.

The structure of the Boren Amendment closely

tracks the statutory structure in this case. In the 1977

amendment, Congress required that a state’s Medicaid

plan provide for claims payment procedures that ensure

prompt payment. That amendment, like the Boren

Amendment, was part of section 1396a, which sets forth

the requirements of a state Medicaid plan. Later, in 1997,

in the context of adding MCOs as Medicaid payment

agents, it required the states to include the prompt

payment rule in their contracts with MCOs and apply

it to all providers. The reasoning of Wilder applies: The

paper requirement (putting the prompt payment rule in

a state plan and in contracts with MCOs) does not satisfy

the state’s obligation to ensure prompt payment, nor does

it eliminate the provider’s right to prompt payment. As a

means of reading the Medicaid statute, Wilder is squarely

on point for three reasons.

First, Congress enacted the 1997 amendment adding

section 1396u-2(f) with the understanding that under

Wilder a provider’s right to prompt payment under

1396a(a)(37)(A) was individually enforceable. Congress

legislates in light of the existing case law, a principle

known as the presumption of legislative awareness. See

Keene Corp. v. United States, 508 U.S. 200, 212 (1993)

(“we apply the presumption that Congress was aware

of these earlier judicial interpretations and, in effect,

adopted them”). Its enactment of the 1997 amendment

adding section 1396u-2(f) must be interpreted with that

understanding. The en banc dissent made this point

expressly: “providers like Saint Anthony already had

a recognized right to prompt payments. Under Wilder,

they could enforce that right under section 1983 with

declaratory and injunctive relief.” Appx., infra, at 51a. The

majority ignored entirely the presumption of legislative

awareness.

Second, neither Gonzaga nor Talevski considered

a statutory structure similar to the one at issue in this

case. They did not consider a statute that provided both

a substantive individual right and a requirement for the

state to document compliance.7 Therefore, even though

Gonzaga and Talevski state the applicable standard for

determining whether a statute grants an individual right,

those cases do not control the outcome of this case. The

dissent correctly found that section 1396u-2(f) meets the

individual rights test of Gonzaga/Talevski, and that Wilder

remains relevant to rejecting the State’s argument that

merely acknowledging the individual right in a contract

with private parties, similar to the certification in Wilder,

does not abrogate a provider’s individual right to sue the

State when the right is violated. The right to procedures

ensuring prompt payment is not a mere procedural right

to certain contract language. It is a substantive right to

prompt payment. Cf. Wilder, 496 U.S. at 510.

Third, in Gonzaga, the Court described Wilder as

good law because it contained an objective standard for

performance and a resulting monetary entitlement, as

does the prompt payment provision here:

[I]n Wilder . . . we allowed a § 1983 suit

brought by health care providers to enforce a

7. Gonzaga found no individual right to sue to enforce a

federal law directing the Secretary of Education to withhold

federal payments to universities that had a policy or practice of

releasing students’ records without consent. 536 U.S. at 287–88.

The statute had an aggregate focus on institutional policy and

practice and was not concerned with whether the needs of any

individual student had been satisfied. Id. Talevski upheld the right

of individual nursing home resident to be free from restraints and

to be discharged or transferred only when certain preconditions

were met. 599 U.S. at 171.

reimbursement provision of the Medicaid Act,

on the ground that the provision, much like

the rent-ceiling provision in Wright, explicitly

conferred specific monetary entitlements

upon the plaintiffs. Congress left no doubt of

its intent for private enforcement, we said,

because the provision required States to

pay an “objective” monetary entitlement to

individual health care providers, with no

sufficient administrative means of enforcing

the requirement against States that failed to

comply.

536 U.S. at 280 (quoting Wilder, 496 U.S. at 522–23)

(emphasis added). The prompt payment rule also provides

“an ‘objective’ monetary entitlement to individual health

care providers[.]” Id. Indeed, it is hard to imagine a more

objective entitlement than the 30/90-day standard of the

prompt payment rule.

The en banc majority of the court of appeals stated

that it was applying the Talevski/Gonzaga standard

for determining whether Congress granted providers

a right to prompt payment. As the dissent pointed out,

however, it applied the test too narrowly by ignoring that

rights-granting language can co-exist with the statutory

requirement for the state to document compliance with

the right Congress granted. In effect, the majority

obscured the relevance of the individual right to prompt

payment by focusing on Congress’ direction to document

that right in contracts with managed care organizations.

Talevski/Gonzaga do not address that kind of two-pronged

statutory structure, but Wilder did—and Gonzaga found

Wilder to be good law. Therefore, as the dissent pointed

out in the court of appeals, if Wilder remains relevant,

it teaches that imposing a duty on the state to document

compliance does not eliminate the individual right for

which that documentation is required.

REASONS FOR GRANTING THE PETITION

It is highly likely that the Court’s decision in

Medina will determine the continuing relevance

of Wilder in light of the ongoing confusion

regarding Wilder’s precedential status, as

discussed in the Medina petition for certiorari. 8

Disagreement over the continuing relevance of

Wilder is reflected in the court of appeals’ en banc

majority and dissenting opinions in this case.

The majority treated Wilder as overruled to the

extent that “whatever is left” of that precedent

is “largely beside the point.” Appx., infra, at 15a.

The dissent found it controlling, concluding under

Wilder that Saint Anthony Hospital had stated

a basis for suing the State to enforce the prompt

payment rule. Id. at 49a–54a.

Whether Medicaid providers may individually

enforce the prompt payment rule is an immensely

important issue, vital to the ability of thousands

of providers to continue to serve low-income

patients who rely on Medicaid to receive their

medical care.

8. See Petition for a Writ of Certiorari at 14–15, 24–32, Kerr

v. Edwards, No. 23-1275, 2024 WL 2864031 (June 3, 2024) (later

recaptioned as Medina v. Planned Parenthood South Atlantic).

Whatever the outcome in Medina, granting the

Hospital’s Petition and remanding this case to

the court of appeals for decision in light of the

Medina decision, will assure that this case is

decided on a definitive understanding of the

relevance of Wilder—the issue that has sharply

divided the court of appeals in this case and has

contributed to the circuit split described in the

Medina petition for certiorari.

CONCLUSION

The Court should hold this Petition pending its

decision in Medina (No. 23-1275), and thereafter issue

an order granting the Petition, vacating the judgment

below, and remanding for further consideration in light

of that decision.

Respectfully submitted,

Edward W. Feldman

Counsel of Record

Michael L. Shakman

William J. K att

Mary Eileen Cunniff Wells

K ay L. Dawson

Miller Shakman Levine

& Feldman LLP

30 West Monroe, Suite 1900

Chicago, IL 60603

(312) 263-3700

efeldman@millershakman.com

Counsel for Petitioner

April 22, 2025

APPENDIX

TABLE OF APPENDICES

Page

A P P E N DI X A — O P I N ION O F T H E

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT, FILED

MARCH 14, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1a

A P P E N DI X B — O P I N ION O F T H E

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT, FILED

APRIL 25, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65a

APPENDIX C — GRANT/VACATE/REMAND

ORDER OF T H E SU PREM E COU RT

OF T H E U N I T ED S TAT E S , F I L ED

JUNE 20, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143a

A P P E N DI X D — O P I N ION OF T H E

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT, FILED

JULY 5, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145a

APPENDIX E — MEMORANDUM OPINION

AND ORDER OF THE UNITED STATES

DISTRICT COURT FOR THE NORTHERN

DISTRICT OF ILLINOIS , EA ST ERN

DIVISION, FILED JULY 9, 2021 . . . . . . . . . . . . . 214a

APPENDIX F — ORDER OF THE UNITED

STATES COURT OF APPEALS FOR THE

SEVENTH CIRCUIT, FILED JULY 24, 2024 . . . . 253a

Table of Appendices

Page

A P P E N DI X G — O P I N ION OF T H E

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT, FILED

SEPTEMBER 8, 2022 . . . . . . . . . . . . . . . . . . . . . . 255a

APPENDIX H — STATUTES INVOLVED . . . . . . 265a

Appendix

APPENDIX A — OPINION

OF THE

UNITED STATES

COURT OF APPEALS FOR THE SEVENTH CIRCUIT,

FILED MARCH 14, 2025

IN THE

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

No. 21-2325

SAINT ANTHONY HOSPITAL,

Plaintiff-Appellant,

ELIZABETH M. WHITEHORN, IN HER OFFICIAL

CAPACITY AS DIRECTOR OF THE ILLINOIS

DEPARTMENT OF HEALTHCARE AND FAMILY

SERVICES,

Defendant-Appellee,

and

MERIDIAN HEALTH PLAN OF ILLINOIS, INC.,

et al.,

Intervening Defendants-Appellees.

Appeal from the United States District Court for the

Northern District of Illinois, Eastern Division.

On Remand from the Supreme Court of the United States.

No. 1:20-cv-02561 — Steven C. Seeger, Judge.

Argued November 7, 2024 — Decided March 14, 2025

Appendix A

Before S y k es , Chief Judge, and E a st erbrook ,

Hamilton, Brennan, Scudder, St. Eve, K irsch, JacksonA kiwumi, Lee, Pryor, Kolar, and M aldonado, Circuit

Judges.*

Brennan, Circuit Judge. Saint Anthony Hospital

provides care to underserved patients on Chicago’s near

west side. The hospital receives much of its funding from

Medicaid, the joint federal-state program that covers

health care costs for low-income individuals. A state

receives federal funding in exchange for overseeing

Medicaid within its borders. To help administer the

program, some states contract with managed-care

organizations or “MCOs”—private companies that

coordinate health care services for their enrolled patients.

Over the years, Illinois has increasingly relied on

MCOs to assist in facilitating the Medicaid program. As

MCOs have taken on a larger role, Saint Anthony says

it has received Medicaid payments later and later, if at

all. The hospital brought this lawsuit, asserting a right

to prompt payment under the Medicaid Act. Rather

than pursue claims against the MCOs, though, Saint

Anthony sued the State of Illinois through its director of

the Department of Healthcare and Family Services. The

issue before us is whether the hospital has a federal right

to prompt payment enforceable under 42 U.S.C. § 1983

against the state. We hold that it does not.

* Senior Circuit Judge Hamilton participated in the en banc

hearing as a member of the panel originally assigned to this case.

See 28 U.S.C. § 46(c).

Appendix A

This case comes to us on the state’s motion to dismiss

for failure to state a claim. Fed. R. Civ. P. 12(b)(6). We

therefore “accept as true all of the allegations contained

in” Saint Anthony’s complaint. Ashcroft v. Iqbal, 556 U.S.

662, 678, 129 S. Ct. 1937, 173 L. Ed. 2d 868 (2009).

Saint Anthony Hospital has served the residents of

Chicago’s near west side since 1898. The provider qualifies

as a “Safety-Net Hospital,” meaning its patient population

consists of mostly low-income individuals. 305 ILCS 5/55e.1. The hospital thus relies on the joint federal-state

Medicaid program to maintain its charitable operation.

Medicaid is cooperative federalism at work. See

Nasello v. Eagleson, 977 F.3d 599, 601 (7th Cir. 2020).

Congress created the program to aid those who cannot pay

for medical services on their own. 42 U.S.C. § 1396 et seq.

A state that chooses to participate in Medicaid receives

federal funding. In exchange, it agrees to administer

the program and comply with federally imposed funding

conditions. See, e.g., Bontrager v. Ind. Fam. & Soc. Servs.

Admin., 697 F.3d 604, 605-06 (7th Cir. 2012). For instance,

a state must provide the federal government with “a

comprehensive written statement ... describing the nature

and scope of its Medicaid program and giving assurance

that it will be administered in conformity with” the law. 42

C.F.R. § 430.10; 42 U.S.C. § 1396a(a). A state that fails to

Appendix A

manage its Medicaid program in accordance with federal

law risks losing its funding. 42 U.S.C. § 1396c.

For decades, Illinois administered Medicaid primarily

through a fee-for-service program. Under this program,

the state pays for a Medicaid enrollee’s health care costs

directly. For example, when a patient receives care from

Saint Anthony, the hospital submits a claim to the state,

and the state covers the cost. See id. § 1396a(a)(30)(A); see

also Midwest Emergency Assocs.-Elgin Ltd. v. Harmony

Health Plan of Ill., Inc., 382 Ill. App. 3d 973, 888 N.E.2d

694, 696, 321 Ill. Dec. 175 (Ill. App. Ct. 2008).

But in 2006, Illinois ushered in a new era of Medicaid

administration, introducing the managed-care program.

That program involves a middleman: the MCO. The state

contracts with MCOs—again, private companies—to

facilitate Medicaid. See 42 U.S.C. § 1396u-2. And MCOs

enter into separate contracts with providers to build health

care networks. Harmony Health Plan, 888 N.E.2d at 696.

Illinois pays MCOs flat monthly fees on a per-patient

basis. The MCOs in turn agree to pay the actual medical

expenses incurred by patients. Bria Health Servs., LLC

v. Eagleson, 950 F.3d 378, 381 (7th Cir. 2020). So, when

Saint Anthony provides care to a patient enrolled in the

managed-care program, it submits a claim to an MCO,

which covers the cost. The MCO both shoulders the risk

of paying claims and accepts the reward of any excess

funds it receives from the state.

While the fee-for-service and managed-care programs

coexist, the latter now dominates in Illinois. The state

Appendix A

shifted to managed care both to save money and to

improve patient outcomes. But, as Saint Anthony sees

it, the shift has caused nothing but financial stress for

providers. The hospital says, among other things, that

MCOs consistently delay making claim payments. It

regularly waits anywhere from 90 days to two years for

a payment to come through. In the interim, the hospital

still must pay its employees and vendors, reducing cash

on hand.

One might expect Saint Anthony to press claims

for nonpayment against MCOs. Recall, MCOs have

independent contractual relationships with providers.

Saint Anthony has contracts with MCOs, and those

contracts contain bargained-for arbitration clauses. But

rather than resolve its payment issues through arbitration,

Saint Anthony sued the state in federal court.

Saint Anthony filed suit under 42 U.S.C. § 1983, alleging

the state violated its right to receive prompt Medicaid

payments. The hospital derives this supposed right from

§ 1396u-2(f) of the Medicaid Act—referred to as the

timely payment provision. The timely payment provision

mandates that “[a] contract” between the state and an

MCO require the MCO “make payment to health care

providers ... on a timely basis consistent with the claims

payment procedures described in section 1396a(a)(37)(A)”

or some alternative agreed upon by the MCO and a

provider. 42 U.S.C. § 1396u-2(f).

Appendix A

The timely payment provision expressly incorporates

the procedures housed in § 1396a(a)(37)(A). That provision

dictates the payment schedule a state must abide by under

the fee-for-service program. Specifically, 90% of clean

claims—claims where the payor has all the necessary

information to make a payment—must be made within

30 days of receiving those claims. Id. § 1396a(a)(37)(A).

And 99% of clean claims must be paid within 90 days. Id.

In its complaint, Saint Anthony alleged the state

violated its right to prompt payment by failing to ensure

MCOs comply with the 30-day/90-day payment schedule.

It requested the district court issue a judgment declaring

such a violation. And it sought an injunction that would

require the state “to bring itself into compliance” with the

timely payment provision “by causing each of its MCOs

to” abide by the 30-day/90-day payment schedule.

Illinois moved to dismiss Saint Anthony’s complaint

under Federal Rule of Civil Procedure 12(b)(6), arguing

the timely payment provision does not contain a right

privately enforceable via § 1983. The district court

granted the motion. In a thorough opinion, it concluded

that “the statutory provisions in question do not give rise

to a private right of action, because they do not create

rights that are enforceable under section 1983.”

Saint Anthony appealed, and this court reversed.

Saint Anthony Hosp. v. Eagleson (Saint Anthony I), 40

F.4th 492, 499 (7th Cir. 2022). The court held “that Saint

Anthony ... allege[d] a viable claim for relief under” the

timely payment provision and was thus free to “seek

Appendix A

injunctive relief under 42 U.S.C. § 1983 against the

state.” Id. at 498.1 Illinois then filed a petition for a writ

of certiorari in the Supreme Court.

While the state’s petition was pending, the Supreme

Court issued its opinion in Health & Hospital Corp. of

Marion County v. Talevski, 599 U.S. 166, 143 S. Ct.

1444, 216 L. Ed. 2d 183 (2023). Its decision expounded on

the analytical framework courts must use to determine

whether a law passed under the Spending Clause, like the

Medicaid Act, creates a § 1983-enforceable right. Given the

overlap between that case and this one, the Supreme Court

later granted Illinois’s petition for certiorari, vacated

our court’s judgment, and remanded for reconsideration.

Eagleson v. Saint Anthony Hosp., 143 S. Ct. 2634, 216 L.

Ed. 2d 1222 (2023).

Upon reconsideration, a divided panel of this court

again reversed the district court’s decision granting the

state’s motion to dismiss. The majority observed that

the Supreme Court’s remand “order call[ed] for further

thought, but it d[id] not necessarily imply that the ...

previous result should be changed.” Saint Anthony II,

1. At this earlier stage of the litigation, Saint Anthony argued

another provision of the Medicaid Act also conferred on health

care providers rights enforceable under § 1983—namely, 42 U.S.C.

§ 1396a(a)(8). But this court disagreed. Saint Anthony I, 40 F.4th

at 515-16. Saint Anthony no longer pursues that theory. See Saint

Anthony Hosp. v. Whitehorn (Saint Anthony II), 100 F.4th 767, 775

n.1 (7th Cir. 2024), reh’g en banc granted and opinion vacated, No.

21-2325, 2024 U.S. App. LEXIS 18358, 2024 WL 3561942 (7th Cir.

July 24, 2024).

Appendix A

100 F.4th at 773. To the majority, “[u]nder the standards

of Talevski and related precedents, Saint Anthony”

maintained “a viable claim for relief under” the timely

payment provision. Id.

Illinois then sought review from our full court.

Whether a hospital can sue a state in federal court to

obtain relief and thereby alter the administration of a

multibillion-dollar Medicaid program is an enormous

question. For that reason, we agreed to hear this case en

banc and now hold that § 1396u-2(f) of the Medicaid Act

does not confer a § 1983-enforceable right on health care

providers.

This case also presents a secondary issue—whether

it was an abuse of discretion for the district court to deny

Saint Anthony’s motion to supplement its complaint—

which we briefly return to at the end of this opinion.

Section 1983 supplies an injured party with a cause

of action against someone who, acting “under color of”

state law, deprives that party “of any rights, privileges,

or immunities secured by the Constitution and laws” of

the United States. 42 U.S.C. § 1983. The statute is not

itself a source of substantive rights. It “merely provides

a mechanism for enforcing individual rights” found

“elsewhere.” Gonzaga Univ. v. Doe, 536 U.S. 273, 285,

122 S. Ct. 2268, 153 L. Ed. 2d 309 (2002). Section 1983 as

Appendix A

we know it originated in Section 1 of the Civil Rights Act

of 1871. Monroe v. Pape, 365 U.S. 167, 170-71, 81 S. Ct.

473, 5 L. Ed. 2d 492 (1961). In the aftermath of the Civil

War, Congress passed the Act in response to “the reign of

terror imposed by the Klan upon black citizens and their

white sympathizers in the Southern States.” Briscoe v.

LaHue, 460 U.S. 325, 337, 103 S. Ct. 1108, 75 L. Ed. 2d

96 (1983). The law was meant to remedy instances where

“the ineffectiveness of state law enforcement” threatened

an “individual’s federal right to ‘equal protection of the

laws.’” Id. at 338 (quoting Monroe, 365 U.S. at 174).

Given this historical background, litigants have asked

the Supreme Court to limit “laws,” as the term is used

in § 1983, to mean “civil rights or equal protection laws.”

Maine v. Thiboutot, 448 U.S. 1, 6, 100 S. Ct. 2502, 65 L. Ed.

2d 555 (1980). On that reading, an individual could invoke

§ 1983 to remedy deprivations of rights secured by only a

discrete class of federal laws. But the Supreme Court has

consistently rejected such a narrow interpretation of the

statute. Id. at 4; Talevski, 599 U.S. at 175. “‘[L]aws,’ as

used in § 1983, means what it says”—laws. Thiboutot, 448

U.S. at 4. Critical for this case, that includes federal laws—

like the Medicaid Act—passed under Congress’s spending

power. Indeed, the Supreme Court has expressly refused

to “rewrite § 1983’s plain text” by carving out Spending

Clause legislation from the term “laws.” Talevski, 599

U.S. at 178.

Still, § 1983 provides a cause of action only for

deprivations of “rights, privileges, or immunities.” 42

U.S.C. § 1983. Before a party can rely on the enforcement

10a

Appendix A

mechanism to vindicate a federally secured right, federal

law must actually secure the right. In other words, “[t]o

seek redress through § 1983, a plaintiff must assert

the violation of a federal right, not merely a violation of

federal law.” Gonzaga, 536 U.S. at 282 (quoting Blessing

v. Freestone, 520 U.S. 329, 340, 117 S. Ct. 1353, 137 L. Ed.

2d 569 (1997)) (cleaned up).

The Supreme Court’s guidance on how to ascertain

whether a Spending Clause statute creates an enforceable

right has not historically been a “model[] of clarity.” Id.

at 278 . Shortly after deciding that § 1983 created a cause

of action to remedy statutory rights violations, Thiboutot,

448 U.S. at 4, the Court provided early insight into how

Congress must manifest its intent to confer rights via

funding statutes. In Pennhurst State School & Hospital

v. Halderman, the Court “insist[ed] that Congress speak

with a clear voice.” 451 U.S. 1, 17, 101 S. Ct. 1531, 67 L.

Ed. 2d 694 (1981); see also Gonzaga, 536 U.S. at 280.

Clarity is essential, the Court reasoned, because Spending

Clause legislation “is much in the nature of a contract: in

return for federal funds, the States agree to comply with

federally imposed conditions.” Pennhurst, 451 U.S. at 17. If

a state fails to hold up its end of the bargain, “the typical

remedy ... is not a private cause of action” to enforce a

right “but rather action by the Federal Government to

terminate funds to the State.” Id. at 28. It follows, then,

that if Congress intends to depart from the typical remedy

and grant the atypical remedy—a privately enforceable

right—”it must do so unambiguously.” Id. at 17; Gonzaga,

536 U.S. at 279-80.

11a

Appendix A

In the four decades after Pennhurst, the Court

only twice identified in Spending Clause statutes rights

enforceable under § 1983. Nasello, 977 F.3d at 601;

Talevski, 599 U.S. at 194 (Barrett, J., concurring). It

held in Wright v. Roanoke Redevelopment & Housing

Authority that tenants could enforce a rent ceiling

provision in the Housing Act via § 1983. 479 U.S. 418, 42930, 107 S. Ct. 766, 93 L. Ed. 2d 781 (1987). And in Wilder v.

Virgina Hospital Ass’n, the Court found a right belonging

to health care providers in a reimbursement provision of

the Boren Amendment to the Medicaid Act. 496 U.S. 498,

509-10, 110 S. Ct. 2510, 110 L. Ed. 2d 455 (1990). Wright

and Wilder aside, the Court refused numerous invitations

to permit § 1983 enforcement of federal funding laws. See,

e.g., Suter v. Artist M., 503 U.S. 347, 363, 112 S. Ct. 1360,

118 L. Ed. 2d 1 (1992); Blessing, 520 U.S. at 343; Gonzaga,

536 U.S. at 287; City of Rancho Palos Verdes v. Abrams,

544 U.S. 113, 127, 125 S. Ct. 1453, 161 L. Ed. 2d 316 (2005).

Although the Court developed a track record of

refusing to recognize privately enforceable rights, postPennhurst case law progressed in a way that led lower

courts to believe a plaintiff could invoke § 1983 to vindicate

“something less than an unambiguously conferred right.”

Gonzaga, 536 U.S. at 282. For instance, in Blessing, the

Court set out a multifactor test for evaluating whether

a funding statute conferred a right. 520 U.S. at 340-41.

“[S]ome courts ... interpret[ed] Blessing as allowing

plaintiffs to enforce a statute under § 1983 so long as the

plaintiff f[ell] within the general zone of interest that the

statute [was] intended to protect.” Gonzaga, 536 U.S. at

12a

Appendix A

283. That proved problematic to the Court. First, lower

courts were straying from Pennhurst, which imposed a

higher hurdle before a right enforceable via § 1983 could

be recognized. Id. at 279-80, 283. And second, courts were

under the false impression that the test for identifying a

§ 1983-enforceable right was far less demanding than the

test for “creat[ing] rights enforceable directly from [a]

statute itself under an implied private right of action.” Id.

at 283; see also Alexander v. Sandoval, 532 U.S. 275, 28687, 121 S. Ct. 1511, 149 L. Ed. 2d 517 (2001) (explaining the

test for determining whether a statute creates an implied

private right of action).

Recognizing the confusion that had taken root, the

Supreme Court set out to provide renewed clarity in this

area of the law.

The Court began to offer guidance in Gonzaga. There,

it refused to read into the Family Educational Rights and

Privacy Act, 20 U.S.C. § 1232g, an individual right “not to

have ‘education records’ disclosed to unauthorized persons

without [a] student’s express written consent.” Gonzaga,

536 U.S. at 279, 290. In doing so, the Court expressly

“reject[ed] the notion that [its] cases permit anything short

of an unambiguously conferred right to support a cause

of action brought under § 1983.” Id. at 283. It eschewed

an approach to identifying rights based on “a multifactor

balancing test” that “pick[s] and choose[s] which federal

requirements may be enforced.” Id. at 286. Rather, the

Court held that Congress can confer a right in a Spending

13a

Appendix A

Clause statute only when the law uses “explicit rightscreating terms” and is “phrased ‘with an unmistakable

focus on the benefited class.’” Id. at 284 (emphasis omitted)

(quoting Cannon v. Univ. of Chi., 441 U.S. 677, 691, 99 S.

Ct. 1946, 60 L. Ed. 2d 560 (1979)). Even then, the right is

only “presumptively enforceable.” Id. The presumption

may be rebutted upon a showing that Congress intended

to preclude § 1983 enforcement—either explicitly or

implicitly. Id. at 284 n.4.

Although it cast doubt on some of its earlier decisions,

the Court in Gonzaga did not overrule cases like Wright,

Wilder, and Blessing. So, confusion persisted. For

example, courts—including this one—continued to apply

Blessing’s multifactor test to determine whether a piece

of Spending Clause legislation created individual rights,

despite the Supreme Court’s instructions to take a more

focused approach. See, e.g., Saint Anthony I, 40 F.4th at

503 (invoking the Blessing factors).

Then came Talevski. At issue there was whether a

plaintiff could invoke § 1983 to enforce certain provisions

of the Federal Nursing Home Reform Act, 42 U.S.C.

§ 1396r(c). Before deciding that question in the affirmative,

the Supreme Court put to rest any doubt that “Gonzaga

sets forth [the] established method for ascertaining”

whether a Spending Clause law “unambiguous[ly]

confer[s]” an enforceable right. Talevski, 599 U.S. at 183.

All nine Justices agreed on that point. Id.; see also id. at

230 (Alito, J., dissenting) (agreeing with the majority that

Gonzaga provides the relevant analytical framework). The

Court in Talevski responded to the continued confusion

14a

Appendix A

among lower courts following Gonzaga with its clearest

articulation to date of the proper analytical framework.

The test for analyzing whether a Spending Clause

statute contains a right enforceable via a § 1983 private

cause of action is twofold. The first step “sets a demanding

bar.” Id. at 180. Consistent with Gonzaga, courts must

rely on “traditional tools of statutory construction to

assess whether Congress has ‘unambiguously conferred’

‘individual rights upon a class of beneficiaries’ to which

the plaintiff belongs.” Id. at 183 (quoting Gonzaga, 536

U.S. at 283, 285-86). To overcome this first obstacle,

the statutory provision must be “phrased in terms of

the persons benefited and contain[] rights-creating,

individual-centric language with an unmistakable focus

on the benefited class.” Id. (quoting Gonzaga, 536 U.S. at

284, 287) (cleaned up).

Identifying rights-creating language proves key, as “it

is rights, not the broader or vaguer ‘benefits’ or ‘interests,’

that may be enforced under the authority of” § 1983.

Gonzaga, 536 U.S. at 283. Individual-centric language

is equally paramount, as Congress needed to have more

in mind than a group’s general interests. It must have

“‘intended to create a federal right’ for the identified

class.” Talevski, 599 U.S. at 183 (quoting Gonzaga, 536

U.S. at 283). Said another way, a party cannot “enforce a

statute under § 1983” merely because it “falls within the

general zone of interest that the statute is intended to

protect.” Gonzaga, 536 U.S. at 283.

If a cou r t concludes a Spendi ng Clause law

“unambiguously secures rights” because it contains the

15a

Appendix A

requisite rights-creating, individual-centric language,

those rights are still only presumptively enforceable

under § 1983. Talevski, 599 U.S. at 186. At step two, a

defendant may rebut the presumption. To do so, that

party must show Congress either explicitly or implicitly

intended to preclude § 1983 enforcement. Id. As to the

former, Congress may, “of course, expressly forbid § 1983’s

use.” Id. But Congress can also implicitly preclude § 1983

enforcement when a private cause of action under that

statute would be incompatible with “the design of the

enforcement scheme in the rights-conferring statute.”

Id. at 187; see also City of Rancho Palos Verdes, 544

U.S. at 120. The Supreme Court has explained that the

implicit-preclusion “inquiry boils down to what Congress

intended, as divined from text and context.” Talevski, 599

U.S. at 187.

To be sure, the Supreme Court still has not expressly

overruled earlier private rights of action cases like Wright,

Wilder, and Blessing, even though those cases can be read

as employing a less demanding framework. 2 See Planned

Parenthood S. Atl. v. Kerr, 95 F.4th 152, 166-67 (4th Cir.

2024), cert. granted in part sub nom. Kerr v. Planned

Parenthood S. Atl., 220 L. Ed. 2d 372, 2024 WL 5148085

(U.S. 2024); id. at 170 n.2 (Richardson, J., concurring in

the judgment). But whatever is left of that earlier line of

cases is largely beside the point. The Court in Talevski

unanimously identified the Gonzaga framework as

2. The Supreme Court has expressed, however, considerable

doubts about Wilder in particular. Armstrong v. Exceptional Child

Ctr., Inc., 575 U.S. 320, 330 n.*, 135 S. Ct. 1378, 191 L. Ed. 2d 471

(2015) (“[O]ur later opinions plainly repudiate the ready implication

of a § 1983 action that Wilder exemplified.”).

16a

Appendix A

the proper method for ascertaining whether Congress

conferred a § 1983-enforceable right in a Spending Clause

law. Talevski, 599 U.S. at 183; see also id. at 230 (Alito, J.,

dissenting). And it cautioned against finding enforceable

rights “as a matter of course.” See id. at 183. After all,

“§ 1983 actions are the exception—not the rule—for

violations of Spending Clause statutes.” Id. at 193-94

(Barrett, J., concurring).

Heeding the Court’s guidance and caution in Talevski,

we proceed to analyze whether the timely payment

provision creates a § 1983-enforceable right.

III

Saint Anthony submits that § 1396u-2(f) of the

Medicaid Act confers a right on health care providers to

receive prompt Medicaid payments. It argues it can sue

Illinois under § 1983 to force the state to remedy systemic

violations of that right perpetrated by MCOs. The state

responds that § 1396u-2(f) creates no such right, and even

if it did, Saint Anthony cannot rely on § 1983 to enforce the

right. In the state’s view, a private right of action would be

inconsistent, at Gonzaga’s second step, with its authority

to enforce its contracts with MCOs.

We review de novo the district court’s decision to

dismiss the hospital’s complaint. Fosnight v. Jones, 41

F.4th 916, 921 (7th Cir. 2022). Because the timely payment

provision does not “unambiguously confer individual

federal rights” on health care providers, Saint Anthony

cannot overcome the Gonzaga framework’s demanding

17a

Appendix A

first step. Talevski, 599 U.S. at 180 (emphasis omitted)

(citing Gonzaga, 536 U.S. at 280). We therefore affirm

without reaching the second step.

Our first task is to determine whether the timely

payment provision “contains rights-creating, individualcentric language with an unmistakable focus on the

benefited class”—here, health care providers like Saint

Anthony. Id. at 183 (quoting Gonzaga, 536 U.S. at 284,

287) (cleaned up). That provision reads:

A contract under section 1396b(m) of this title

with a medicaid managed care organization

shall provide that the organization shall make

payment to health care providers ... on a timely

basis consistent with the claims payment

procedures described in section 1396a(a)(37)(A)

of this title, unless the health care provider and

the organization agree to an alternate payment

schedule ... .

42 U.S.C. § 1396u-2(f).

The provision cross-references § 1396a(a)(37)(A),

which sets forth a default payment schedule that, absent

some other agreement, must be included in a contract

between the state and an MCO. Once included in a

contract, the payment schedule requires an MCO to pay

providers 90% of clean claims—again, claims where the

MCO has all the information to make a payment—within

18a

Appendix A

30 days. Id. § 1396a(a)(37)(A). The schedule also requires

an MCO to pay 99% of clean claims within 90 days. Id.

Noticeably missing from § 1396u-2(f) is any mention

of rights. True, the presence or absence of that term is

not in and of itself dispositive of the step-one inquiry. The

statute need only contain “rights-creating language,” not

necessarily the word “right.” See Talevski, 599 U.S. at

183 (quoting Gonzaga, 536 U.S. at 290). But the silence

speaks loudly here. Indeed, not only does § 1396u-2(f) not

use the term, but nothing in the text signals Congress

meant to confer a right on providers to receive prompt

payments. Nor does it signal Congress intended to impose

a corresponding duty on the state to ensure MCOs make

timely payments. Instead, the timely payment provision

directs the states to include in contracts with MCOs the

default payment schedule housed in § 1396a(a)(37)(A) or

some qualifying alternative.

The language here is thus a far cry from that contained

in the Federal Nursing Home Reform Act (FNHRA)—

language the Court in Talevski held satisfied the first

step of the Gonzaga framework. One of the provisions

at issue there directed “nursing facilities to ‘protect and

promote’ residents’ ‘right to be free from ... any physical or

chemical restraints imposed for purposes of discipline or

convenience.’” Talevski, 599 U.S. at 181-82 (emphasis added)

(quoting 42 U.S.C. § 1396r(c)(1)(A)(ii)). The other provision,

“[n]estled in a paragraph concerning ‘transfer and discharge

rights,’” id. at 184-85 (quoting § 1396r(c)(2)), barred nursing

homes from “transfer[ring] or discharg[ing] a resident

unless certain preconditions are met.” Id. at 185 (quoting

19a

Appendix A

§ 1396r(c)(2)(A)-(B)) (cleaned up). And both provisions

were situated in “§ 1396r(c), which expressly concerns

requirements relating to residents’ rights.” Id. at 184

(internal alteration and quotation omitted).

FNHRA repeatedly and explicitly referred to rights.

That was enough for the Court to hold that “Gonzaga’s

stringent standard” had been met. Id. at 186. If, as the

Court indicated, FNHRA represented the “atypical

case” in which a Spending Clause statute contained

the requisite rights-creating language, then the timely

payment provision must fall within the heartland of typical

cases. See id. at 183. That is, the typical case where a

Spending Clause law does not create a federal right but

merely conditions federal funds on a state’s compliance

with certain requirements—here, the condition to include

the prompt payment schedule in contracts with MCOs.

Pennhurst, 451 U.S. at 17, 28.

What the timely payment provision lacks in rightscreating language, it also lacks in the necessary

“individual-centric language.” Talevski, 599 U.S. at 183.

Recall, to confer an individual right, a funding statute

must have an “unmistakable focus on the benefited class.”

Id. (quoting Gonzaga, 536 U.S. at 284, 287). It is not

enough that the “plaintiffs fall ‘within the general zone

of interest that the statute is intended to protect.’” Id.

(quoting Gonzaga, 536 U.S. at 283).

The timely payment provision is not unmistakably

focused on providers like Saint Anthony. It is instead

expressly focused on what a contract between a state and

20a

Appendix A

MCO must contain—namely, the default 30-day/90-day

payment schedule. In this way, § 1396u-2(f)’s primary

concern centers on the state’s contractual relationship

with MCOs, not what, if any, rights providers are entitled

to under federal law.

Saint Anthony points us to the provision’s mandatory

language and its reference to providers: State contracts

w ith MCOs “shall provide that the [MCOs] shall

make payment to health care providers ... .” 42 U.S.C.

§ 1396u-2(f) (emphasis added). To the hospital, this

mandatory language coupled with an explicit reference to

providers leads to but one conclusion: Congress intended

for providers to be the direct beneficiaries of § 1396u-2(f).

We are not persuaded.

Each “shall” in the provision serves a distinct purpose.

The first requires a state to include in its contracts with

MCOs the default payment schedule. That aspect of

§ 1396u-2(f) contemplates two parties—neither of which

is a health care provider. The second “shall” defines

an MCO’s contractual obligation: The MCO must make

timely payments. Here, Saint Anthony is correct that the

provision implicates providers. Providers, after all, receive

those timely payments. But the fact that providers may

benefit from a state including the prompt payment schedule

in its contracts with MCOs does not mean § 1396u-2(f) is

unmistakably focused on providers. Providers, at most,

fall within the timely payment provision’s zone of interest.

Again, that alone is not enough for a plaintiff to stake a

claim to a § 1983-enforceable right.

21a

Appendix A

Consider Gonzaga. There, a student invoked § 1983

to enforce a supposed right not to have an academic

institution release his educational records absent consent.

536 U.S. at 279. At issue was a provision of the Family

Educational Rights and Privacy Act (FERPA), which said:

No funds shall be made available under any

applicable program to any educational agency

or institution which has a policy or practice of

permitting the release of education records (or

personally identifiable information contained

therein ...) of students without the written

consent of their parents to any individual,

agency, or organization.

Id. (quoting 20 U.S.C. § 1232g(b)(1)).

The Court rejected the notion that the FERPA

provision conferred “the sort of individual entitlement

that is enforceable under § 1983.” Id. at 287 (internal

quotation omitted). Rather, the statutory text spoke

“only to the Secretary of Education,” forbidding that

official from making funds available to institutions with

“a prohibited ‘policy or practice.’” Id. (quoting 20 U.S.C.

§ 1232g(b)(1)). The Court held that the focus of the FERPA

provision was “two steps removed from the interests of

individual students and parents.” Id. Because the statute

lacked the requisite individual-centric language, the Court

was unwilling to recognize a § 1983-enforceable right. Id.

The same holds true here. The statutory text of

the timely payment provision speaks only to contracts

22a

Appendix A

between states and MCOs. Like the student in Gonzaga,

then, providers are too far removed from the provision

to claim that it creates an individual, § 1983-enforceable

entitlement. Nobody disputes Saint Anthony benefits

from Illinois including payment schedules in its contracts

with MCOs. But students benefit from FERPA limiting

funding to institutions that obtain consent before releasing

records, too. A beneficiary is not necessarily a right-holder.

See id. at 281. Saint Anthony is merely a beneficiary that

falls within § 1396u-2(f)’s zone of interest. Consistent

with Gonzaga, the fact that the timely payment provision

mentions providers is not enough, without more, to confer

an individual-centric right.

Text is our starting point, but courts must read

Spending Clause laws, like all statutes, in context. Talevski,

599 U.S. at 184; A ntonin Scalia & Bryan A. Garner,

Reading Law: The Interpretation of Legal Texts 167

(2012) (“Context is a primary determinant of meaning.”).

On this point, the majority and dissenting opinions agree.

We disagree with our dissenting colleagues, however,

about where context leads us. Here, interpreting the

statute as a whole confirms that § 1396u-2(f) does not

confer upon hospitals, like Saint Anthony, a statutory

right to prompt payment enforceable against the state.

If Congress intended to statutorily prescribe that

providers receive prompt payments, it might have imposed

a duty directly on MCOs to make timely payments. That

would be more straightforward than creating a federal

right to timely payment by placing a duty on the state

to ensure MCOs pay providers on time. After all, in

neighboring provisions of § 1396u-2, Congress did impose

23a

Appendix A

obligations directly on MCOs. For example, MCOs must,

“upon request, make available to enrollees and potential

enrollees ... [t]he identity, locations, qualifications,

and availability of health care providers.” 42 U.S.C.

§ 1396u-2(a)(5)(B)(i). They also have to share information

about “[t]he rights and responsibilities of enrollees” and

“[t]he procedures available to an enrollee and a health

care provider to challenge or appeal the failure of the

organization to cover a service.” Id. § 1396u-2(a)(5)(B)

(ii)-(iii). And § 1396u-2(b)(7) requires MCOs to abstain

from “discriminat[ing] with respect to participation,

reimbursement, or indemnification as to any provider

who is acting within the scope of the provider’s license

or certification under applicable State law, solely on the

basis of such license or certification.” Id. § 1396u-2(b)(7).

Saint Anthony’s strained reading of the timely

payment provision—one that would force the state to

ensure MCOs satisfy their payment obligations or face

a civil suit—finds no support in the statutory context.

Congress knew how to expressly impose obligations

on MCOs. We know this because it did. Had Congress

meant to statutorily require that providers receive

prompt payments, we might expect it to have placed

another obligation on MCOs. But that is not what it did in

§ 1396u-2(f). Congress instead mandated states include

prompt payment provisions in their contracts, thereby

giving rise to contractual obligations on the part of

MCOs—contractual obligations owed to the state.

That Congress vested states with discretion to

terminate their contracts with noncompliant MCOs is

further contextual evidence that Saint Anthony cannot

24a

Appendix A

force Illinois to guarantee timely payments through

a private right of action. Section 1396u-2(e)(4)(A) of

the Medicaid Act provides that “the State shall have

authority to terminate” its contract with an MCO when

the organization “has failed to meet the requirements of

... a contract.”42 U.S.C. § 1396u-2(e)(4)(A). 3 So, Illinois has

authority to terminate a contract with an MCO that fails

to pay providers according to the 30-day/90-day payment

schedule, but the authority is discretionary. If, however,

Saint Anthony could sue the state to ensure MCOs make

prompt payments, there would be no legal barrier to the

hospital requesting that a federal court order the state to

terminate its contract with a noncompliant MCO—as long

as doing so would ensure prompt payments to providers.

Indeed, Saint Anthony sought this very relief in its original

complaint. Yet such an order would strip the state of its

discretion to terminate contracts under § 1396u-2(e)(4)(A).

The existence of the state’s discretionary authority thus

undermines Saint Anthony’s contention that Congress

created an enforceable right to prompt payment in the

timely payment provision. See Maracich v. Spears, 570

U.S. 48, 68, 133 S. Ct. 2191, 186 L. Ed. 2d 275 (2013)

(interpreting a statute to avoid creating tension between

provisions).

While context should inform our understanding

of a statute, Saint Anthony relies almost exclusively

on context in its interpretation of the timely payment

3. Because we do not reach the Gonzaga framework’s second

step, we express no view on whether the Medicaid Act’s contractual

enforcement scheme is so incompatible with a private right of action

that it shows Congress implicitly precluded § 1983 enforcement. See

Talevski, 599 U.S. at 187-88.

25a

Appendix A

provision. Ultimately, though, none of the contextual clues

the hospital offers transforms § 1396u-2(f) into a rightscreating statute.

First, Saint Anthony points out that the timely

payment provision was enacted as part of the Balanced

Budget Act of 1997 in a section entitled “Assuring

Timeliness of Provider Payments.” See Pub. L. No. 105-33,

§ 4708(c), 111 Stat. 251, 506. To the hospital, the title shows

Congress created a right because it meant to assure—or

guarantee—providers receive timely payments. Even if

we credit Saint Anthony’s argument by assuming the title

contains rights-creating language, “headings and titles

are not meant to take the place of the detailed provisions

of the text. Nor are they necessarily designed to be a

reference guide or a synopsis.” Bhd. of R.R. Trainmen v.

Balt. & Ohio R.R. Co., 331 U.S. 519, 528, 67 S. Ct. 1387,

91 L. Ed. 1646 (1947); see also City and Cnty. of San

Francisco v. EPA, No. 23-753, 2025 U.S. LEXIS 958,

2025 WL 676441, at *7 (U.S. Mar. 4, 2025) (“The title of

a statutory provision can inform its interpretation, but it

is not conclusive.”). The section title Saint Anthony offers

cannot serve as a substitute for the otherwise missing

rights-creating, individual-centric language within the

timely payment provision.

The dissenting opinion is correct that headings and

titles can help clarify statutory ambiguities. But here, that

argument concedes the point. If § 1396u-2(f) is ambiguous

such that the title must be consulted to clarify its meaning,

the provision cannot also unambiguously confer a right

upon providers. Pennhurst, 451 U.S. at 17.

26a

Appendix A

Saint Anthony next directs us to a neighboring

provision of the Medicaid Act, § 1396u-2(h)(2)(B). Like

§ 1396u-2(f), that section mandates a state include in its

contract with an MCO a requirement that the MCO pay

“Indian health care providers” according to the 30-day/90day payment schedule. 42 U.S.C. § 1396u-2(h)(2)(B).

Section 1396u-2(h)(2)(B) references the timely payment

provision, identifying it as the “rule for prompt payment

of providers.” Id. This reference, Saint Anthony says, is

evidence of how Congress interprets the timely payment

provision—namely, that the legislature understands

the provision as ensuring “providers” receive “prompt

payment.” But just as a title cannot supply missing rightscreating, individual-centric language, neither can the

shorthand Congress uses to reference the timely payment

provision in a neighboring part of the Medicaid Act. See

Scalia & Garner, supra, at 316 (“Courts should not look

at large for ‘congressional intent’” to create a private

right of action; “they should look for the fair import of

the statute.”).

Last, Saint Anthony points to provisions of the

Medicaid Act concerning a state’s reporting and oversight

rights and obligations. See 42 U.S.C. § 1396u-2(c)(2)(A)(i)

(requiring a state’s contract with an MCO “provide for an

annual ... external independent review ... of the quality

outcomes and timeliness of, and access to, the items

and services for which the organization is responsible

under the contract”); id. § 1396b(m)(2)(A)(iv) (requiring

a contract “provide[] that ... the State ... shall have the

right to audit and inspect any books and records” of MCOs

27a

Appendix A

“pertain[ing] ... to services performed or determinations

of amounts payable under contract”); see also 42 C.F.R.

§ 438.66. Saint Anthony submits that, by including these

oversight provisions, Congress must have meant to place

a statutory duty on the state to ensure MCOs comply with

the timely payment provision—a duty Saint Anthony can

sue the state to carry out. But the conclusion does not

necessarily follow. Congress may have simply wanted

to ensure a state can collect information to ascertain

whether an MCO is complying with the timely payment

provision and other contractual terms. That way, the state

can make informed decisions about whether to exercise

its discretionary contractual enforcement authority. See,

e.g., 42 U.S.C. § 1396u-2(e)(4)(A).

None of Saint Anthony’s contextual arguments can

overcome the fact that § 1396u-2(f) does not contain

language that manifests Congress’s unambiguous intent to

confer on health care providers a right to timely Medicaid

payments.

***

The Supreme Court has repeatedly cautioned

courts against identifying § 1983-enforceable rights in

Spending Clause statutes. See, e.g., Gonzaga, 536 U.S. at

283; Talevski, 599 U.S. at 180. The Gonzaga framework

imposes a significant hurdle for a funding law to clear

before we read into it such a right. Because the timely

payment provision lacks rights-creating, individualcentric language, it fails to clear that hurdle.

28a

Appendix A

When a plaintiff invites a court to recognize an

enforceable right in a Spending Clause statute, the request

often implicates separation-of-powers and federalism

concerns. Both concerns are top of mind here. And both

confirm that the timely payment provision does not confer

upon providers a right to timely payment enforceable

against the State of Illinois under § 1983.

To begin, “[c]reating new rights of action is a

legislative rather than a judicial task.” Nasello, 977 F.3d

at 601; see also Egbert v. Boule, 596 U.S. 482, 503, 142 S.

Ct. 1793, 213 L. Ed. 2d 54 (2022) (Gorsuch, J., concurring

in the judgment) (“To create a new cause of action is to

assign new private rights and liabilities—a power that is

in every meaningful sense an act of legislation.”). That

explains why the first step of the Gonzaga framework

sets such a “demanding bar.” Talevski, 599 U.S. at 180.

Courts must be absolutely sure Congress intended to

create a privately enforceable right in a Spending Clause

law because creating rights is for Congress alone to do.

“This paradigm respects” the legislature’s “primacy in

this arena and thus vindicates the separation of powers.”

Id. at 183 (citing Gonzaga, 536 U.S. at 286).

Saint Anthony offers several policy arguments for

why its interests might be better served if it could sue

the state to force MCOs to make timely payments. It

says, for example, Congress could never have meant to

create a mere paper right to prompt payment. Implicit

in this argument is Saint Anthony’s suggestion that the

29a

Appendix A

more effective way to guarantee hospitals receive prompt

payments is by subjecting states to civil suits for failing

to ensure MCOs pay on time, rather than by requiring

states to contractually obligate MCOs to pay on time.

But courts are not in the business of policy. Even if Saint

Anthony offered irrefutable evidence that it would receive

more timely payments if it could sue the state under

§ 1983, Congress has not signaled an unambiguous intent

to confer on hospitals a privately enforceable right. We

cannot, then, agree to read a right into the statute. See

Talevski, 599 U.S. at 183.

As we see it, Congress had a number of choices when

drafting the timely payment provision. It could, as Saint

Anthony wishes, have developed a regime where the

state has a statutory duty to ensure MCOs promptly

pay providers. It also could have placed a statutory duty

directly on MCOs to pay providers on time. Alternatively,

Congress could (and, in fact, did) create a regime where

MCOs have a contractual duty to the state to pay providers

according to the 30-day/90-day default payment schedule.

Its decision to create contractually—not statutorily—

enforceable rights was a uniquely legislative one.

Sandoval, 532 U.S. at 286-87 (Unless Congress intends

to create a privately enforceable right, “a cause of action

does not exist and courts may not create one, no matter

how desirable that might be as a policy matter.”).

Out of respect for Congress, we will not replace

§ 1396u-2(f)’s contract-based scheme with a statutorybased one. Nor will we rearrange the players so that

providers have enforceable rights against the state,

30a

Appendix A

rather than the state against MCOs. “Raising up causes

of action where a statute has not created them” is not

a “proper function ... for federal tribunals.” Id. at 287

(internal quotation omitted). Our decision reinforces this

separation-of-powers principle.

To decide to the contrary would also raise serious

federalism concerns. As noted at the outset, Medicaid is

a form of cooperative federalism. Nasello, 977 F.3d at 601.

Like other Spending Clause statutes, the law conditions

federal funds on a state agreeing to comply with various

conditions. Id.; Pennhurst, 451 U.S. at 11. In other words,

the federal government and individual states engage in a

bargain: The state receives money in exchange for abiding

by a federal scheme.

In the timely payment provision, Illinois agreed to

include in its contracts with MCOs the default payment

schedule or an adequate alternative. By accepting that

obligation, the state also assumed the risk that the federal

government would cut funding if it failed to comply. As

explained, “the typical remedy for state noncompliance

with federally imposed conditions is not a private cause of

action for noncompliance but rather action by the Federal

Government to terminate funds to the State.” Pennhurst,

451 U.S. at 28; see also Gonzaga, 536 U.S. at 280; Talevski,

599 U.S. at 183. If Congress meant, instead, to subject the

state to private lawsuits for noncompliance, Illinois needed

to be on notice so it could decide whether to nonetheless

accept federal funds. Because Congress did not, “with a

clear voice,” create a right enforceable against the state,

we would upset the bargain struck between Illinois and

31a

Appendix A

the federal government if we allowed Saint Anthony to

sue the state under § 1983. Pennhurst, 451 U.S. at 17. And

we would risk transforming an exercise of cooperative

federalism into one of compulsive federalism.

The relief Saint Anthony seeks in this case also runs

headlong into principles of federalism. Among other

things, the hospital seeks injunctive relief, requiring

the state to “caus[e] each of its MCOs to” comply with

the 30-day/90-day payment schedule. But if we opened

the courthouse doors to that kind of injunctive relief by

recognizing an individual right to prompt payments—

absent clear Congressional authority to do so—it would

turn federal trial courts into de facto Medicaid claims

processors. Thousands of claims worth millions of dollars

could be routed to the district courts. Thrusting federal

tribunals into payment processing is a dubious solution

to the alleged late-payment problem. This is especially

so when Congress has provided the states with the tools

to address MCOs’ failures to comply with contractual

terms—including payment schedules. Most notably,

Congress vested the states with discretion to terminate

any contract with an MCO when the MCO “has failed to

meet the requirements of th[at] ... contract.” 42 U.S.C.

§ 1396u-2(e)(4)(A).

Recognizing the problem with district courts having

to adjudicate late-payment issues claim by claim, Saint

Anthony argues the federal judiciary would be called upon

to enjoin only “systemic” late payments. Said another way,

a provider could invoke the timely payment provision to

request an injunction only when MCO payments become

32a

Appendix A

so chronically late that it would be more palatable for a

federal tribunal to force a state into pursuing a systemwide solution.

To start, there is an obvious disconnect between Saint

Anthony arguing § 1396u-2(f) vests providers with an

individual right, while simultaneously arguing relief is

available only for systemic rights violations. Dispositive,

though, is that the hospital’s argument finds no textual

support in § 1396u-2(f) or surrounding provisions. The law

says nothing about the state ensuring MCOs make timely

payments at the system-wide level. What is more, a district

court would have no principled way of deciding when

the problem becomes systemic—whether it considers

the degree of tardiness, the number of MCOs behind on

payments, or both.

This arbitrary systemic metric is offered as a way

of avoiding the inevitable consequence of finding a

§ 1983-enforceable right in the timely payment provision.

Federal district courts would become enmeshed in

Medicaid payment processing and resulting disputes.

Equally worrisome, federal courts would wield the largely

unchecked power of dictating how Illinois oversees its

multibillion-dollar managed-care program.

Reading a § 1983-enforceable right into the timely

payment provision would raise serious separation-ofpowers and federalism concerns. Absent a clear directive

from Congress that § 1396u-2(f) was meant to confer

upon providers an individual right to timely payments,

we decline to place federal district courts in the role of

Medicaid payment processors.

33a

Appendix A

We briefly address a secondary issue. While the state’s

motion to dismiss was pending in the district court, Saint

Anthony moved to supplement its complaint under Federal

Rule of Civil Procedure 15. Specifically, the hospital sought

to add allegations that Illinois (1) failed to provide it with

information pertaining to how payments are calculated

under the fee-for-service program and (2) failed to ensure

MCOs provide the same information under the managedcare program. In Saint Anthony’s view, all this amounted

to a violation of its due process rights.

After the district court granted the state’s Rule 12(b)(6)

motion, it denied the hospital’s motion to supplement. On

appeal, Saint Anthony argued the district court erred.

This court agreed, deeming the district court’s decision

an abuse of discretion. Saint Anthony I, 40 F.4th at 517.

The court maintained its position following the Supreme

Court’s remand order. Saint Anthony II, 100 F.4th at 795.

Because we vacated that panel opinion, this issue requires

our resolution.

Rule 15(d) provides: “On motion and reasonable notice,

the court may, on just terms, permit a party to serve

a supplemental pleading setting out any transaction,

occurrence, or event that happened after the date of the

pleading to be supplemented.” Fed. R. Civ. P. 15(d). The

rule is thus a mechanism for “bringing the case up to

date.” 6A Charles A lan Wright & A rthur R. Miller,

Federal Practice and Procedure § 1504 (3d ed.). We

review a district court’s decision to deny a motion to

supplement for abuse of discretion. In re Wade, 969 F.2d

241, 250 (7th Cir. 1992).

34a

Appendix A

The district court here declined Saint Anthony’s

request to supplement its complaint, concluding in part

that doing so would “substantially expand the scope of

the case” by bringing in issues related to Illinois’s feefor-service program. Because the original complaint

focused solely on the state’s managed-care program—a

multibillion-dollar program on its own—we cannot say the

court abused its discretion by denying Saint Anthony’s

motion. The proposed supplement would have done far

more than update the case. We therefore affirm on this

basis.

Unlike the district court, though, we do not offer a

view on the futility of allowing Saint Anthony to file a

supplemental complaint. As a best practice, only after

receiving full briefing on the issue should a district court

deny a party’s motion to supplement a complaint based on

futility. Cf. Zimmerman v. Bornick, 25 F.4th 491, 494 (7th

Cir. 2022) (“The law is clear that a court should deny leave

to amend only if it is certain that amendment would be

futile.” (emphasis added)). That did not occur here, as Saint

Anthony was denied an opportunity to defend its proposed

supplement after the state raised the futility issue.

But the hospital still has an opportunity to prosecute

its payment-transparency allegations if it chooses. The

state expressly stipulated that it would “not assert ...

the defense of claim preclusion” if the hospital initiated

a new action.4 The state reaffirmed its stipulation at oral

4. D.E. 59 at 2.

35a

Appendix A

argument. 5 Saint Anthony may therefore proceed in a

separate case.

The timely payment provision lacks the rightscreating, individual-centric language necessary to

recognize a § 1983-enforeable right. Out of respect for

both Congress and the State of Illinois, we cannot read a

right into the statute based on anything less.

A ffirmed.

5. Oral Argument at 1:00:50-1:02:03.

36a

Appendix A

Hamilton, Circuit Judge, joined by Jackson-A kiwumi

and M a ldona do , Circuit Judges, dissenting. When

Congress amended the Medicaid program to encourage

more use of managed care, it recognized that managed

care organizations would have powerful financial

incentives to pay hospitals and other health care providers

slowly, and as little as possible. Congress built into the

legislation guardrails to protect hospitals, other health

care providers, and especially patients.

This case is about one of those guardrails. The

question is whether 42 U.S.C. § 1396u-2(f) gives plaintiff

Saint Anthony Hospital a right enforceable under 42

U.S.C. § 1983 to have State officials use their many

powers to require managed care organizations to meet

what Congress itself called the “rule for prompt payment

of providers.” 42 U.S.C. § 1396u-2(h)(2)(B). The better

answer is yes. This is the answer based on the statutory

text and the cumulative weight of the statutory history

and its larger context. A yes answer also fits within the

relevant Supreme Court cases applying section 1983 to

statutes enacted under the Spending Clause of Article I

of the Constitution.

Before diving into the statutory text, history, and

context, two points need clarification. First, Saint Anthony

is not seeking and could not seek damages from the State

or the defendant State officials named in their official

capacities. This is basic law under section 1983 and the

Eleventh Amendment. See Will v. Michigan Dep’t of State

Police, 491 U.S. 58, 71, 109 S. Ct. 2304, 105 L. Ed. 2d 45

(1989); Kroll v. Board of Trustees of Univ. of Illinois, 934

F.2d 904, 907 (7th Cir. 1991) (explaining these principles).

What Saint Anthony seeks is a federal injunction to make

37a

Appendix A

State officials do what the law requires them to do anyway:

enforce the terms of the State’s own contracts with

managed care organizations requiring timely payments to

Saint Anthony and others who care for Medicaid patients.

Second, we should understand that this lawsuit is

a desperate measure. As of February 2020, Medicaid

managed care organizations were past due on at least $20

million in payments to Saint Anthony. The late payments

were having a dramatic effect on the hospital. Back in

2015, Saint Anthony had more than $20 million in cash

on hand. That was enough to fund 72 days of operation.

As the State increased its reliance on managed care,

however, Saint Anthony saw its cash reserves dwindle.

By 2019, Saint Anthony had less than $500,000 cash on

hand, enough to cover just two days of operation. Saint

Anthony’s net revenue per patient had also dropped more

than 20%.1

Saint Anthony is looking to the federal courts to

enforce its rights under federal law. Saint Anthony may in

theory have alternative remedies under its contracts with

MCOs. But those are subject to arbitration requirements

and are not a promising avenue for relief, at least given

the systemic delays and short-changing that Saint

Anthony alleges. 2 Moreover, those alternative remedial

1. Because the defense moved to dismiss on the pleadings under

Rule 12(b)(6), it chose to accept for now the truth of Saint Anthony’s

factual allegations. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct.

1937, 173 L. Ed. 2d 868 (2009).

2. There is another, more practical problem with the arbitration

route. It is doubtful whether a cash-strapped, safety-net hospital

could find lawyers to pursue multiple arbitrations with no promise of

38a

Appendix A

paths should be irrelevant, at least for step one of the

section 1983 analysis, given that the section 1983 remedy

is “supplementary to any remedy any State might have.”

McNeese v. Board of Education, 373 U.S. 668, 672, 83 S.

Ct. 1433, 10 L. Ed. 2d 622 (1963) (holding that availability

of section 1983 relief does not depend on failure to exhaust

state remedies), cited in Patsy v. Board of Regents of

Florida, 457 U.S. 496, 500, 102 S. Ct. 2557, 73 L. Ed. 2d

172 (1982).

Because the Medicaid statute grants Saint Anthony

a right to prompt payment and because Congress did not

intend to preclude section 1983 enforcement of that right,

I would hold that Saint Anthony can sue to enforce its

rights under federal law.

A Right to Timely Payments

Again, the central issue here is whether 42 U.S.C.

§ 1396u-2(f) grants a right to providers like Saint Anthony

that is privately enforceable through section 1983. Our

answer should be yes. Properly understood, the statute

imposes on the State a duty to try to ensure that the

MCOs actually pay providers in accord with the 30-day/90

percent-90-day/99 percent pay schedule—not merely that

the contracts between the MCOs and the State include

clauses that say as much on paper. Congress imposed this

affirmative duty on the State for the benefit of health care

being paid. Without a claim under section 1983, there is no prospect

for a fee award for a prevailing party under 42 U.S.C. § 1988, which

may make Saint Anthony’s arbitration remedies unavailable as a

practical matter, at least absent pro bono representation.

39a

Appendix A

providers like Saint Anthony. And Congress provided

sufficiently clear signals that this is both a duty for the

State and a right for providers. Saint Anthony thus should

have a right under section 1396u-2(f) that is enforceable

under section 1983 to have State officials use their powers

to fix MCOs’ systemic failures to provide timely and

transparent payments.

The Standard for Invoking Section 1983

“Section 1983 creates a federal remedy against anyone

who, under color of state law, deprives ‘any citizen of the

United States ... of any rights, privileges, or immunities

secured by the Constitution and laws.’” Planned

Parenthood of Indiana, Inc. v. Comm’r of Indiana State

Dep’t of Health, 699 F.3d 962, 972 (7th Cir. 2012), quoting

42 U.S.C. § 1983. The Supreme Court tells us that this

language “means what it says,” Maine v. Thiboutot, 448

U.S. 1, 4, 100 S. Ct. 2502, 65 L. Ed. 2d 555 (1980), and

“authorizes suits to enforce individual rights under federal

statutes as well as the Constitution.” City of Rancho Palos

Verdes v. Abrams, 544 U.S. 113, 119, 125 S. Ct. 1453, 161

L. Ed. 2d 316 (2005). “‘Laws’ means ‘laws,’ no less today

than in the 1870s....” Health & Hospital Corp. of Marion

County v. Talevski, 599 U.S. 166, 172, 143 S. Ct. 1444, 216

L. Ed. 2d 183 (2023).

Yet not all statutory benefits, requirements, or

interests are enforceable under section 1983. The

Medicaid Act is an exercise of Congress’s power under

the Spending Clause, which allows Congress to provide

States with strings-attached funding. Such “strings” can

40a

Appendix A

create rights for intended beneficiaries of that funding.

Talevski reinforced earlier precedents allowing rights

under Spending Clause legislation to be enforced under

section 1983 and set a “demanding bar” for reliance on

it: “Statutory provisions must unambiguously confer

individual federal rights.” 599 U.S. at 180, citing Gonzaga

University v. Doe, 536 U.S. 273, 280, 122 S. Ct. 2268, 153

L. Ed. 2d 309 (2002). It is not enough to fall “within the

general zone of interest that the statute is intended to

protect” to assert a right under section 1983. Gonzaga,

536 U.S. at 283. Congress must have “intended to create

a federal right,” id., and “the statute ‘must be phrased

in terms of the persons benefited’ with ‘an unmistakable

focus on the benefited class.’” Planned Parenthood of

Indiana, 699 F.3d at 973, quoting Gonzaga, 536 U.S. at

284.

The majority recognizes that the Supreme Court’s

cases on using section 1983 to enforce Spending Clause

statutes have not charted a straight line over the decades.

Ante at 9-14. Talevski is the latest authority in that

line. Still, the Court was asked to overrule a number

of its precedents in Talevski, including one on provider

payments that is especially relevant here: Wilder v.

Virginia Hospital Ass’n, 496 U.S. 498, 110 S. Ct. 2510, 110

L. Ed. 2d 455 (1990). The Court did not do so.

Talevski instructs courts at step one of its analysis

to “employ traditional tools of statutory construction to

assess whether Congress has ‘unambiguously conferred’

‘individual rights upon a class of beneficiaries’ to which

the plaintiff belongs.” 599 U.S. at 183, quoting Gonzaga,

41a

Appendix A

536 U.S. at 283, 285-86. Step two is whether Congress has

established an alternative means of enforcing those rights

that is not compatible with section 1983 enforcement.

The majority decides this case at step one of Talevski,

finding no clear statutory grant of a federal right to

providers like Saint Anthony. I explain next why this

analysis is mistaken, failing to appreciate both the

statutory language of section 1396u-2(f) and important

signals from its history and larger context. I then address

the majority’s concerns about the separation of powers and

federalism. I conclude by addressing briefly the second

step under Talevski, which the majority does not reach,

and the pleading issue.

II. Applying the Talevski Standard

Section 1396u-2 of Title 42 of the United States Code

gives States the option to use managed care to provide

Medicaid benefits, subject to detailed requirements in

the statute and regulations. The analysis here starts

with the text of section 1396u-2(f), the provision central

to this appeal:

Timeliness of payment; adequacy of payment

for primary care services. A contract under

section 1396b(m) of this title with a medicaid

managed care organization shall provide that

the organization shall make payment to health

care providers for items and services which are

subject to the contract and that are furnished

to individuals eligible for medical assistance

42a

Appendix A

under the State plan under this subchapter

who are enrolled with the organization on a

timely basis consistent with the claims payment

procedures described in section 1396a(a)(37)(A)

of this title, unless the health care provider and

the organization agree to an alternate payment

schedule....

The cross-references to sections 1396b(m) and 1396a(a)

(37)(A) need to be unpacked. Section 1396b(m) describes

the State’s contract with an MCO. Section 1396a(a)(37)(A)

declares that a State Medicaid plan must:

(37) provide for claims payment procedures

which

(A) ensure that 90 per centum of claims

for payment (for which no further written

information or substantiation is required in

order to make payment) made for services

covered under the plan and furnished by health

care practitioners through individual or group

practices or through shared health facilities

are paid within 30 days of the date of receipt

of such claims and that 99 per centum of such

claims are paid within 90 days of the date of

receipt of such claims....

§ 1396a(a)(37)(A). I refer to this as the 30-day/90-percent

schedule, for short. Saint Anthony argues, and I agree,

that section 1396u-2(f) grants providers a right to State

procedures that will ensure timely payment from the

MCOs.

43a

Appendix A

Statutory Text

The majority acknowledges that providers like Saint

Anthony benefit from section 1396u-2(f), but states that

these benefits are not “individual-centric right[s]” because

providers “merely” fall within the statute’s “zone of

interest.” Ante at 19. Being a beneficiary that falls within

a statute’s “zone of interest” is not enough under the

Talevski standard. 599 U.S. at 183, quoting Gonzaga, 536

U.S. at 283. The majority’s strongest argument against

Saint Anthony’s reliance on section 1983 is that section

1396u-2(f) does not actually use the term “right” or an

equivalent. If it had, of course, the case would be much

easier for Saint Anthony.

Precedents from the Supreme Court and this court

show, however, that the absence of the word “right” is

not conclusive. The analysis is not limited to just the

text of the provision in question. As noted, courts “must

employ traditional tools of statutory construction to

assess whether Congress has ‘unambiguously conferred’

‘individual rights upon a class of beneficiaries’ to which

the plaintiff belongs.” Talevski, 599 U.S. at 183.

Providers like Saint Anthony are the intended

beneficiaries of the prompt payment term in section

1396u-2(f). The text requires a State to ensure that its

contracts with MCOs “shall provide” that the MCOs “shall

make payment to health care providers ... on a timely

basis....” 42 U.S.C. § 1396u-2(f) (emphasis added). No

one benefits more directly from a requirement for timely

payments to providers than the providers themselves: they

are the ones who receive the money. See BT Bourbonnais

44a

Appendix A

Care, LLC v. Norwood, 866 F.3d 815, 821 (7th Cir. 2017)

(“Who else would have a greater interest than the [nursing

facility operators] in the process ‘for determination of

rates of payment under the [state] plan for ... nursing

facility services’?” (second alteration and omission in

original) (quoting 42 U.S.C. § 1396a(a)(13)(A)). Congress

has sent abundant signals that providers have a right to

timely payments from MCOs, as I explain below.

The majority relies so heavily on Gonzaga, though,

that first a careful comparison to this case will help show

why section 1396u-2(f) establishes rights enforceable

under section 1983. In Gonzaga, a former student sued

the university and an employee under section 1983 for

allegedly violating his rights under the Family Educational

Rights and Privacy Act (FERPA) by releasing his private

information. The statute directed the Secretary of

Education that “‘[n]o funds shall be made available’ to any

‘educational agency or institution’ which has a prohibited

‘policy or practice’” of permitting the release of education

records without parents’ written consent. Gonzaga, 536

U.S. at 287 (alteration in original), quoting 20 U.S.C.

§ 1232g(b)(1); see also § 1232g(b)(2).

The Supreme Court concluded that Congress did not

grant to an individual whose interests were violated under

FERPA a right enforceable through section 1983. Because

the statutory provisions did not have an individualized

focus, they did not confer individual rights: “[The]

provisions further speak only in terms of institutional

policy and practice, not individual instances of disclosure.

Therefore, as in [Blessing v. Freestone, 520 U.S. 329,

117 S. Ct. 1353, 137 L. Ed. 2d 569 (1997)], they have an

45a

Appendix A

‘aggregate’ focus, they are not concerned with ‘whether

the needs of any particular person have been satisfied,’ and

they cannot ‘give rise to individual rights.’” Gonzaga, 536

U.S. at 288 (internal citation omitted), quoting Blessing,

520 U.S. at 343-44.

The Gonzaga Court also highlighted that the

Secretary of Education could take away funds only if the

university did not “substantially” comply with the statutory

requirements. This fact helped show that the focus was on

systemwide performance rather than individual instances

of improper disclosure of private information. Gonzaga,

536 U.S. at 279, 281-82. FERPA’s provisions spoke only

to the Secretary and directed him or her to withdraw

funding from schools that had a “prohibited policy or

practice.” The Court wrote that FERPA’s focus was “two

steps removed from the interests of individual students

and parents.” Id. at 287. The provisions therefore failed to

confer an individual right enforceable under section 1983.

The opposite is true here. Section 1396u-2(f) is

concerned with whether the needs of particular persons

and entities—providers like Saint Anthony—have been

satisfied. The statutory text specifies that the State “shall

provide” that MCOs “shall make payment to health care

providers ... on a timely basis.” 42 U.S.C. § 1396u-2(f). The

focus of section 1396u-2(f) is not “two steps removed” from

the interest of providers. It focuses directly on providers’

interest in receiving timely payment from MCOs.

Critically, section 1396u-2(f) is not concerned only

with whether MCOs pay providers in the aggregate on

the 30/90 pay schedule. Recall that in Gonzaga, the Court

46a

Appendix A

emphasized that FERPA prohibited universities only from

maintaining a “policy” of disclosing students’ private

information, but remained agnostic as to any individual

disclosure. Logically, that did not confer individual rights.

In this case, though, § 1396u-2(f) is directly concerned

with whether individual providers are receiving the

payments according to the 30/90 schedule. That specific

entitlement—the providers’ right to be paid promptly—is

substantially more precise than the generalized policy

prescription at issue in Gonzaga.

This focus on individual providers is also evident in the

provision’s close attention to provider-specific exemptions

from the 30/90 pay schedule. Section 1396u-2(f) says that

its mandate applies “unless the health care provider and

the organization agree to an alternate payment schedule.”

It establishes an individual right to timely payment, which

all providers are entitled to insist upon. Cf. Planned

Parenthood of Indiana, 699 F.3d at 974 (holding Medicaid

state plan requirement permitting all eligible recipients

to receive medical assistance from the provider of their

choice established “a personal right to which all Medicaid

patients are entitled” but, implicitly, need not accept

(emphasis added)). Saint Anthony’s ability to waive its

30/90 right through alternative contractual provisions

highlights that Saint Anthony is the one with the rights.

The State has no authority to alter that payment schedule.

The focus is on the individual provider. Section 1396u-2(f)

is not just a benchmark for aggregate performance.

That conclusion finds further support in our precedents

under other Medicaid provisions. For example, section

1396a(a)(10)(A) provides that “[a] State plan for medical

47a

Appendix A

assistance must ... provide ... for making medical

assistance available ... to [ ] all [eligible] individuals.”

That provision does not speak in terms of “rights,” but

we have held that the provision confers private rights to

individuals enforceable under section 1983. See Miller by

Miller v. Whitburn, 10 F.3d 1315, 1319-20 (7th Cir. 1993)

(allowing suit under section 1983 to compel payment for

certain procedures although statute did not use language

of “rights”); accord, Bontrager v. Indiana Family &

Social Services Admin., 697 F.3d 604, 607 (7th Cir. 2012)

(reaffirming Miller’s rights analysis after Blessing and

Gonzaga; challenge to annual cap on dental services

violated rights enforceable under section 1983 despite

absence of “rights” language). In Miller, we found it

significant that the State was required to provide medical

assistance to all eligible individuals. 10 F.3d at 1319. There

is a similar requirement here, with respect to timely

payments to providers.

B. History and Context

The history and context of section 1396u-2(f) also

support finding a right enforceable under section 1983.

Context and history are standard tools in construing

statutes, of course, and Talevski and Gonzaga both

instruct courts to use them in answering such questions

about applying section 1983. 599 U.S. at 183; 536 U.S. at

283-86. The majority nods in that direction, but it fails to

acknowledge the cumulative effect of many signals from

the history and context here. The majority instead goes

through those signals and explains why each one, taken

in isolation, is not decisive. See ante at 19-24.

48a

Appendix A

With respect, that’s not the way to do statutory

interpretation. Instead, we should be looking at the

cumulative effect of those signals from history and

context. See United Savings Ass’n of Texas v. Timbers of

Inwood Forest Assocs., 484 U.S. 365, 371, 108 S. Ct. 626,

98 L. Ed. 2d 740 (1988) (“Statutory construction, however,

is a holistic endeavor.”). When interpreting statutes, often

the “meaning—or ambiguity—of certain words or phrases

may only become evident when placed in context.” King

v. Burwell, 576 U.S. 473, 486, 135 S. Ct. 2480, 192 L.

Ed. 2d 483 (2015), quoting FDA v. Brown & Williamson

Tobacco Corp., 529 U.S. 120, 132, 120 S. Ct. 1291, 146 L.

Ed. 2d 121 (2000). We must read texts “in their context

and with a view to their place in the overall statutory

scheme.” Id., quoting Brown & Williamson, 529 U.S. at

133; see also Davis v. Michigan Dep’t of Treasury, 489

U.S. 803, 809, 109 S. Ct. 1500, 103 L. Ed. 2d 891 (1989)

(“[S]tatutory language cannot be construed in a vacuum. It

is a fundamental canon of statutory construction that the

words of a statute must be read in their context and with a

view to their place in the overall statutory scheme.”). And

to the extent possible, we must “ensure that the statutory

scheme is coherent and consistent.” Ali v. Federal Bureau

of Prisons, 552 U.S. 214, 222, 128 S. Ct. 831, 169 L. Ed.

2d 680 (2008). That’s what the Supreme Court did in

both Talevski, finding several rights of patients under

the Medicaid Act enforceable under section 1983, and in

Gonzaga, rejecting such rights claims under FERPA.

The history of the shift toward managed care provides

one of the strongest signals in favor of section 1983

enforcement. Under the original fee-for-service model of

49a

Appendix A

Medicaid, the State itself is responsible for making prompt

payments to providers at reasonable rates. The 30-day/90percent schedule for payments by MCOs under section

1396u-2(f) is borrowed from section 1396a(a)(37)(A),

which imposes that schedule on State payments directly

to providers in the fee-for-service system. The State has

no discretion to avoid making payments on that schedule.

Before Congress adopted section 1396u-2(f) for

managed care systems, the Supreme Court decided Wilder

v. Virginia Hospital Ass’n, 496 U.S. 498, 110 S. Ct. 2510,

110 L. Ed. 2d 455 (1990). The so-called Boren Amendment

then required States to pay Medicaid providers rates for

medical services that were “reasonable and adequate to

meet the costs of an efficiently and economically operated

facility.” Wilder held that the Boren Amendment—without

using the term “rights”—nevertheless created rights

enforceable under section 1983 with injunctive relief to

require state officials’ compliance. Id. at 510, 524. The

Court noted that the Boren Amendment used mandatory

language and that the Secretary was authorized to

withhold funds for noncompliance, counseling in favor of

finding an individual right to reasonable rates. Id. at 512.

The Court “decline[d] to adopt an interpretation of the

Boren Amendment that would render it a dead letter.”

Id. at 514.

The reasoning of Wilder easily extends to the

statutory provision governing the timing of payments of

those rates, the fee-for-service prompt payment rule of

section 1396a(a)(37)(A). See, e.g., Appalachian Regional

Healthcare v. Coventry Health & Life Insurance Co., 970

50a

Appendix A

F. Supp. 2d 687, 697-700 (E.D. Ky. 2013) (denying summary

judgment for state officials in section 1983 case to enforce

section 1396u-2(f)). Other circuits have followed Wilder

to allow use of section 1983 to enforce other Medicaid

requirements for payments to providers under both the

fee-for-service model and managed care. See Pee Dee

Health Care, P.A. v. Sanford, 509 F.3d 204, 211-12 (4th Cir.

2007) (following Wilder and allowing use of section 1983

to enforce another Medicaid payment requirement under

fee-for-service model); New Jersey Primary Care Ass’n

v. New Jersey Dep’t of Human Services, 722 F.3d 527,

539-43 (3d Cir. 2013) (allowing providers’ use of section

1983 to enforce Medicaid wraparound payment provision

under managed care, despite absence of reference to

“right,” while disallowing its use to require federal

approval of changes in Medicaid plans); Rio Grande Cmty.

Health Ctr., Inc. v. Rullan, 397 F.3d 56, 73-75 (1st Cir.

2005) (reaching same conclusion regarding wraparound

payment provision); Community Health Care Ass’n of New

York v. Shah, 770 F.3d 129, 153-58 (2d Cir. 2014) (allowing

use of section 1983 to enforce two Medicaid payment

requirements under managed care despite absence of

reference to “right”).

Seven years after Wilder, section 1396u-2(f) was

enacted as part of the Balanced Budget Act of 1997, Pub.

L. No. 105-33, 111 Stat. 251 (1997). It was part of the

detailed package of new statutes that enabled the dramatic

expansion of managed care in state Medicaid programs.

The timing shows that, when Congress extended

the prompt payment rules of section 1396a(a)(37)(A)

51a

Appendix A

to managed care via section 1396u-2(f), providers like

Saint Anthony already had a recognized right to prompt

payments. Under Wilder, they could enforce that right

under section 1983 with declaratory and injunctive relief.

Neither the majority nor the State has identified any

indication that Congress intended to cut back on providers’

existing rights when it enacted section 1396u-2(f) to

extend the prompt payment rule to managed care. That

silence is a powerful signal that we should allow this case

to move forward under section 1983.

Talevski also shows that courts should pay attention

to statutory context when addressing these questions.

A good example was the treatment of the requirement

in Talevski that a nursing home give a resident and his

or her family advance notice that the home intends to

discharge the resident. That statutory requirement also is

not phrased in terms of a “right” to such notice. The Court

observed, however, that it is “[n]estled in a paragraph”

with the heading “transfer and discharge rights.” 599 U.S.

at 184-85. The requirement for notice is also phrased in

terms of the resident’s welfare, health, and needs, lending

further and ultimately sufficient weight to the conclusion

that the notice requirement was enforceable under section

1983. Id. at 185.

The prompt payment rule for managed care at issue

here has similar indications of enforceable rights. The

Balanced Budget Act of 1997 put section 1396u-2(f) in

a section entitled: “Assuring Timeliness of Provider

Payments.” 111 Stat. at 506. This language signaled

that Congress intended section 1396u-2(f) to “assure,”

52a

Appendix A

i.e., to guarantee, timely payment to providers. That

language of assurance further supports recognizing a

right enforceable under section 1983.

The majority points out correctly, of course, that

statutory headings and titles should be used with

caution. See ante at 22, citing Bhd. of R.R. Trainmen v.

Baltimore & Ohio R.R. Co., 331 U.S. 519, 528, 67 S. Ct.

1387, 91 L. Ed. 1646 (1947). But the majority goes too far

in asserting that if consideration of a title is warranted,

the statute must therefore be too ambiguous to support

a right enforceable under section 1983. First, Talevski

itself rebuts the majority’s point. Talevski relied upon

a statutory heading and explained that the “framing”

of the heading was “indicative of an individual ‘rightscreating’ focus.” 599 U.S. at 184. Second, the “assuring

timeliness” title simply provides further support for an

already coherent statutory message and therefore need

not be ignored. See, e.g., United States v. Spears, 729

F.3d 753, 756 (7th Cir. 2013) (en banc) (collecting cases;

captions can clear up ambiguities and help explicate texts).

The headings and titles are just one of those “traditional

tools of statutory construction” that both Talevski and

Gonzaga teach us to use. Talevski 599 U.S. at 183, quoting

Gonzaga, 536 U.S. at 283, 285-86.

The signal in these headings and titles does not stand

alone. Treating section 1396u-2(f) as granting rights to

providers is also consistent with later Congressional

action. In 2009 Congress amended the same section by

adding § 1396u-2(h). See Pub. L. No. 111-5, 123 Stat. 115,

§ 5006(d) (2009). That new subsection established special

53a

Appendix A

rules for Medicaid managed care for Indians. 123 Stat.

at 507. Relevant to our purposes, section 1396u-2(h)(2)(B)

cross-references section 1396u-2(f) and describes it as the

“rule for prompt payment of providers”:

(2) Assurance of payment to Indian health care

providers for provision of covered services

Each contract with a managed care

entity under section 1396b(m) of this

title or under section 1396d(t)(3) of this

title shall require any such entity, as a

condition of receiving payment under

such contract, to satisfy the following

requirements:

....

(B) Prompt payment

To agree to make prompt payment

(consistent with rule for prompt

payment of providers under section

1396u-2(f) of this title) to Indian health

care providers that are participating

providers with respect to such entity....

42 U.S.C. § 1396u-2(h)(2)(B) (emphasis added).

The majority shrugs this off as mere “shorthand.”

Ante at 23, citing Antonin Scalia & Bryan A. Garner,

Reading Law: The Interpretation of Legal Texts 316

54a

Appendix A

(2012). By itself that reference to the “rule for prompt

payment” would not be enough to satisfy the Talevski

standard. But again, the “rule for prompt payment”

language is part of a larger picture of statutory language,

history, and context that points consistently toward a

right enforceable under section 1983. We should not reject

that larger picture merely because no single detail—

considered on its own—proves the entire case. See Brown

& Williamson Tobacco Corp., 529 U.S. at 133 (explaining

that a court must interpret a statute “as a symmetrical

and coherent regulatory scheme ... and fit, if possible, all

parts into an harmonious whole” (internal citations and

quotation marks omitted)).

I recognize that Wilder may lie close to the outer edge

of the line for Spending Clause legislation enforceable

under section 1983. Nevertheless, the Court was invited

in Talevski to overrule Wilder and chose not to do

so. Recognizing section 1396u-2(f) as creating rights

enforceable under section 1983 does not push the logic of

Wilder or Talevski any further than the Court itself has

already taken it. Section 1396u-2(f) gives providers like

Saint Anthony a right to have State officials do their jobs

by assuring that MCOs make timely payments.

Against this picture of an enforceable right to protect

providers like Saint Anthony from systemic breakdowns in

payments—breakdowns the MCOs have strong incentives

to try to get away with—compare the position of the

State officials and the majority here. Section 1396u-2(f)

mandates that the State’s contracts with the MCOs

require them to pay providers on the 30/90 pay schedule.

55a

Appendix A

The State asserts, however, that section 1396u-2(f) does

not impose a duty on the State even to try to ensure that

MCOs actually do what their contracts say. The State’s

theory is that the statute requires only that a provision in

the paper contract specify the timely payment obligation.

The State may then, at its unfettered discretion, try to

ensure the MCOs’ compliance—or not.

The State seems to adopt something like Justice

Holmes’ theory of contract, under which one party is

free to breach as long as it is willing to pay damages to

the other party. See, e.g., Richard Posner, Let Us Never

Blame a Contract Breaker, 107 Mich. L. Rev. 1349, 1350

(2009) (“[W]hen you sign a contract in which you promise

a specified performance ... you buy an option to perform or

pay damages.”). The State is claiming an unfettered right

to decide whether to assert its contractual rights against

MCOs, leaving providers like Saint Anthony to fend for

themselves as best they can in the face of systemic and

crippling breaches by MCOs.

I do not read section 1396u-2(f) a s p ermitting s uch

a hands-off approach. The Holmesian theory works with

private contracts that do not implicate larger social and

public interests. It does not fit with Medicaid, a program

that provides critical health care to more than 70 million

Americans. Actual performance matters, and it matters

to Congress. A reasonable State official deciding whether

to accept federal Medicaid money would not have expected

she could take that hands-off approach to MCO payments

to providers. The Medicaid statute does not allow a State to

accept federal Medicaid funds, to delegate implementation

56a

Appendix A

to MCOs, and then to wash its hands of supervising that

implementation.

Congress certainly did not intend for MCOs to

go unsupervised. It knew that MCOs have powerful

incentives to delay payment to providers for as long as

possible and ultimately to underpay to maximize their own

profits. The Act therefore contains several provisions to

counteract that problem in addition to section 1396u-2(f).

They also help inform our understanding of the particular

provision in dispute here.

T he A c t i mp o s e s r e p or t i n g a nd o ve r s i g ht

responsibilities on States that use managed care. For

example, section 1396b(m)(2)(A)(iv) requires a State’s

contract with an MCO to permit the State “to audit

and inspect any books and records” of an MCO related

to “services performed or determinations of amounts

payable under the contract.” Section 1396u-2(c)(2)(A)(i)

further specifies that a State’s contract with an MCO

must “provide for an annual (as appropriate) external

independent review” of the “timeliness” of MCO “services

for which the organization is responsible,” including

payments. The Medicaid Act thus does not leave State

officials free to rely on the terms of their paper contracts

and just to assume MCOs are making timely payments.

The Act instead requires State officials to monitor MCO

payment activities to gather performance data so that

they know how the system is functioning.

The Act further specifies that a State must establish

provisions for imposing “intermediate sanctions” against

57a

Appendix A

an MCO—short of cancelling an entire contract—that the

State can use when an MCO underperforms. 42 U.S.C.

§ 1396u-2(e). The State can put an MCO on a performance

plan, for example. As discovery in this case revealed,

Illinois has taken that step with CountyCare, an MCO,

after CountyCare paid only 40% of claims within 30 days

and only 62% of claims within 90 days. The CountyCare

case showed the incentive problem in real life. The State

found that CountyCare’s Medicaid money was improperly

diverted from the Medicaid program to pay other county

government bills rather than health care providers. 3

The majority makes much of the State’s “discretionary”

contractual enforcement authority. E.g., ante at 21, 24. But

not all of the State’s remedial obligations are discretionary.

In a case where an MCO has “repeatedly failed to meet

the requirements” of its contract with the State and

the requirements in section 1396u-2, “the State shall

(regardless of what other sanctions are provided) impose

the sanctions described in subparagraphs (B) and (C) of

paragraph (2).” 42 U.S.C. § 1396u-2(e)(3) (emphasis added).

Subparagraph (B) details the appointment of temporary

management to oversee the MCO. § 1396u-2(e)(2)(B).

Subparagraph (C) permits individuals enrolled with the

MCO to terminate enrollment without cause. § 1396u-2(e)

(2)(C). This mandatory enforcement provision, alone,

should cast doubt on the State’s Holmesian approach to

3. We may consider the CountyCare information in evaluating

the Rule 12(b)(6) motion without converting the motion into one for

summary judgment. The information elaborates on and illustrates

factual allegations in the complaint. E.g., Geinosky v. City of Chicago,

675 F.3d 743, 745 n.1 (7th Cir. 2012).

58a

Appendix A

Medicaid contracting because it obliges the State to take

remedial actions.

Federal regulations add to the State’s oversight

responsibilities here. For instance, 42 C.F.R. § 438.66(a)

(2016) provides: “The State agency must have in effect a

monitoring system for all managed care programs.” The

State’s monitoring system “must address all aspects of the

managed care program, including the performance of each

MCO ... in ...[c]laims management.” § 438.66(b)(3). It’s hard

to imagine a more central aspect of claims management

than timely payments. Saint Anthony alleges here that

the State is failing even to collect the required data on

the timeliness of MCO payments.

These oversight responsibilities help show that

Congress imposed on States a duty to ensure that the

right to timely payment protected in section 1396u-2(f)

is honored in real life. I therefore reject the State’s

argument that Congress intended to leave the issue

of real-life compliance to the unfettered discretion of

State and federal oversight authorities. Congress chose

language that makes timely payment more than just a

paper requirement.

The more coherent reading of the statute as a

whole—taken in context and with an understanding of

its history—is that Congress intended the State to report

on and oversee MCOs and, if an MCO is systematically

not paying providers on a timely basis, to impose on

the State an obligation to act under section 1396u-2(f)

to secure providers’ rights. These mandatory oversight

59a

Appendix A

responsibilities would make little sense if that were not

the case. The mandatory statutory language, coupled with

the additional oversight and reporting responsibilities,

helps show that section 1396u-2(f) must be doing more

than imposing merely the formality of contract language.

Providers’ right to timely payment must exist in reality.

Section 1396u-2(f) defines the minimum terms of the

provider’s right to timely payment and is provider-specific.

It uses “individually focused terminology,” Gonzaga, 536

U.S. at 287, unmistakably “phrased in terms of the persons

benefited.” Id. at 284, quoting Cannon v. University of

Chicago, 441 U.S. 677, 692 n.13, 99 S. Ct. 1946, 60 L. Ed.

2d 560 (1979).4

Fair Notice to the State?

In leaving Saint Anthony to pursue arbitrations

against all the MCOs, despite State officials’ (alleged)

failures to address systemic problems with payments, the

majority also invokes concern over separation of powers

and federalism. Ante at 24-29. The majority fears that

Illinois was not on fair notice that its officials would be

expected to ensure timely MCO payments to providers,

and that providers might be able to obtain injunctive relief

under section 1983 to make the officials do their jobs.

To determine whether Congress spoke clearly to

create rights in this case, “we must view [the legislation]

from the perspective of a state official who is engaged in

4. The panel opinion summarized why this view is also

consistent with the so-called Blessing factors. See Saint Anthony

Hospital v. Whitehorn, 100 F.4th 767, 786-87 (2024).

60a

Appendix A

the process of deciding whether the State should accept

[federal] funds and the obligations that go with those

funds.” Arlington Central School Dist. v. Murphy, 548

U.S. 291, 296, 126 S. Ct. 2455, 165 L. Ed. 2d 526 (2006)

(applying test to federal funds for educating individuals

with disabilities). For the reasons explained above, a

reasonable State official would not have expected that

she could use MCOs to pay for Medicaid care without also

taking on significant oversight and enforcement duties to

ensure timely payments to providers. She would not have

expected that she could ignore actual performance under

the relevant contracts.

The majority assures us, though, that providers are

protected because the Medicaid Act gives the federal

government a nuclear bomb to use against States whose

officials fail to comply with the Act: cutting off federal

Medicaid funds. See ante at 26-27, citing Pennhurst, 451

U.S. at 28, and relying on 42 U.S.C. § 1396c (authorizing

that penalty). True enough, but let’s be realistic. All States

are now dependent on federal Medicaid dollars. To my

knowledge, the federal government has never actually

used that doomsday power against a State. Cf. National

Fed’n of Independent Business v. Sebelius, 567 U.S. 519,

581-85, 132 S. Ct. 2566, 183 L. Ed. 2d 450 (2012) (holding

unconstitutional as unduly coercive a statutory threat to

cut off all Medicaid funds to States that did not agree to

expanded coverage under Affordable Care Act).

Further along the lines of federalism concerns, the

majority echoes the State’s parade of horribles in which

federal district courts are turned into “de facto Medicaid

61a

Appendix A

claims processors.” Ante at 27. The panel explained why

that prize-winning float in the parade should not lead us

to deny all relief. District courts have ample means to

require State officials to do their jobs without taking over

administration of claims. 100 F.4th at 789-92.

The majority also seems to misunderstand Saint

Anthony’s focus on the need for a remedy for systemic

breakdowns. See ante at 28. Saint Anthony has an

individual right to timely payments from each MCO

covering its patients. The question of systemic breakdowns

applies to the payments to Saint Anthony individually, not

to the system for all hospitals, for example. The majority’s

concern about the difficulty in gauging when a breakdown

is “systemic” is at worst a problem for another day, not a

reason to deny relief altogether. As the panel noted using

a common metaphor in the law, people can usually tell

whether they are standing on a plain, amid foothills, or

in the mountains, even if those boundaries are not sharp.

100 F.4th at 792. And the CountyCare case discussed

above, where State officials did intervene to fix an MCO’s

terrible payment performance, shows that the officials can

tell the difference.

I recognize that part of the rationale for adopting the

managed care model was to ease the State’s administrative

burden. Measures that would force the State to take a

more aggressive oversight role could reduce some of the

administrative benefits the State might have hoped to gain

by switching to managed care. But while the Medicaid Act

permits States to shift major Medicaid duties to MCOs,

it does not allow States to wash their hands of effective

62a

Appendix A

oversight. On the contrary, the Medicaid Act in general,

and section 1396u-2(f) in particular, show that Congress

recognized the troublesome financial incentives inherent

in a managed care system and the need for effective

oversight of MCOs and their treatment of providers’

claims for payment.

The majority, however, seems to assume a false choice.

It assumes that if Saint Anthony can prove its allegations,

the judicial choice is binary: either the district court must

prepare to take over day-to-day claims management, or

no relief is available at all. The options are not so limited.

First, the Medicaid Act and the relevant contracts

recognize that perfection is not required. That much is

clear from the 30-day/90-percent pay schedule itself: pay

90% of clean claims within 30 days and 99% within 90 days.

Second, the State itself seems to be able to tell the

difference between minor problems and systemic ones.

There is good reason to think it can identify systemic

measures that can be effective without having the State

(let alone the district court) take over day-to-day claims

management. As noted above, for example, the State took

action against CountyCare when it “was not regularly

meeting” the 30-day/90-percent pay schedule. Decl. of

Robert Mendonsa ¶ 16, Dkt. 86-10. The State investigated,

demanded that CountyCare adopt a “Corrective Action

Plan,” and reported that a few months after adopting such

a plan, CountyCare “significantly reduced the number of

outstanding claims that [were] older than 90 days.” Id.

¶¶ 17-21. We need not and should not adopt a mathematical

definition of “systemic” failures at the pleadings stage.

63a

Appendix A

That problem could await further factual development if

and when it presents a hard question.

III. Additional Issues

Step two of the Talevski test would allow the State to

try to show that a section 1983 remedy is implicitly barred

because it would be incompatible with remedies available

under the Medicaid Act itself. As the Court in Talevski

explained, the burden is on the defendant to make such

a showing. 599 U.S. at 186. This is a “difficult showing.”

Blessing, 520 U.S. at 346. The panel majority explained

why the State has not made that showing here. 100 F.4th

at 792-93. Since the majority does not reach this issue,

there is no need to repeat that explanation.

The last issue the majority addresses is Saint

Anthony’s motion to supplement its complaint to allege

due process claims against the State officials and MCOs

concerning the handling of Medicaid claims under both

the managed care and fee-for-service systems. The

majority properly, if gently, criticizes the district court

for expressing a view on the futility of the supplement

without even having allowed Saint Anthony to address

the merits. Ante at 30. I am satisfied with the majority’s

bottom line, which leaves the door open for Saint Anthony

to pursue that claim in a new case.

*****

This is a hard case with high stakes for the State, for

Medicaid providers, and especially for Medicaid patients.

We are deciding this case only on the pleadings. There is

64a

Appendix A

one genuine binary choice in this case: whether to affirm

dismissal of Saint Anthony’s claims under section 1983

for failure to state a claim—no matter how egregious and

systemic the MCOs’ slow payments, no matter how little the

State has done to ensure timely payments, and no matter

how devastating the effects of the delays on Saint Anthony

and its patients. We should reverse dismissal and allow

this case to move forward. This en banc affirmance of the

dismissal, however, is probably the end of the line for Saint

Anthony’s case under section 1983. Perhaps Saint Anthony

and other distressed hospitals and providers might find a

more receptive audience in Congress. I respectfully dissent.

65a

Appendix

APPENDIX B — OPINION

OF THE

UNITED STATES

COURT OF APPEALS FOR THE SEVENTH CIRCUIT,

FILED APRIL 25, 2024

IN THE

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

No. 21-2325

SAINT ANTHONY HOSPITAL,

Plaintiff-Appellant,

ELIZABETH M. WHITEHORN, IN HER OFFICIAL

CAPACITY AS DIRECTOR OF THE ILLINOIS

DEPARTMENT OF HEALTHCARE AND FAMILY

SERVICES,

Defendant-Appellee,*

and

MERIDIAN HEALTH PLAN OF ILLINOIS, INC.,

et al.,

Intervening Defendants-Appellees.

Appeal from the United States District Court for the

Northern District of Illinois, Eastern Division.

On Remand from the Supreme Court of the United States.

No. 1:20-cv-02561 — Steven C. Seeger, Judge.

Submitted December 29, 2023 — Decided April 25, 2024

* We have substituted the new director as the named defendant

pursuant to Federal Rule of Appellate Procedure 43(c)(2).

66a

Appendix B

Before Wood, Hamilton, and Brennan, Circuit Judges.

H amilton, Circuit Judge. We first addressed this

appeal in 2022, when we reversed in part the district

court’s dismissal of the case and remanded for further

proceedings. Saint Anthony Hospital v. Eagleson, 40

F.4th 492 (7th Cir. 2022). Defendant petitioned for a writ

of certiorari. The Supreme Court held the case while it

considered Health & Hospital Corp. of Marion County v.

Talevski, 599 U.S. 166, 143 S. Ct. 1444, 216 L. Ed. 2d 183

(2023), which presented similar issues concerning the use

of 42 U.S.C. § 1983 to enforce certain provisions in the

Federal Nursing Home Reform Act amendments to the

Medicaid Act. After deciding Talevski, the Court granted

defendant’s petition in this case, vacated our earlier

decision, and remanded for reconsideration in light of

Talevski. 143 S. Ct. 2634, 216 L. Ed. 2d 1222 (2023) (mem.).

Such a “GVR” order calls for further thought, but it does

not necessarily imply that the lower court’s previous result

should be changed. E.g., Klikno v. United States, 928

F.3d 539, 544 (7th Cir. 2019); see generally Lawrence v.

Chater, 516 U.S. 163, 166-70, 116 S. Ct. 604, 133 L. Ed. 2d

545 (1996) (per curiam) (discussing GVR practices). Upon

remand, the parties submitted statements of position

and we ordered further briefing. We have taken a fresh

look at the appeal in light of Talevski. We again reverse

the dismissal of plaintiff’s central claim and remand for

further proceedings.

By way of introduction, in recent years, Illinois moved

its Medicaid program from a fee-for-service model,

where a state agency pays providers’ medical bills, to one

dominated by managed care, where the state pays private

67a

Appendix B

insurers to pay medical bills for Medicaid patients. Most

patients of plaintiff Saint Anthony Hospital are covered

by Medicaid, so Saint Anthony depends on full, timely

Medicaid payments to keep its doors open and provide care

to patients. Saint Anthony says it is now in a dire financial

state. Over four years from 2015 to 2019, it lost roughly

98% of its cash reserves, allegedly because managedcare organizations (MCOs) repeatedly and systematically

delayed and reduced payments it was owed for treating

patients covered by Medicaid managed care.

Saint Anthony contends in this lawsuit that Illinois

officials owe it a duty under the federal Medicaid Act

to act to push MCOs to make timely and full payments.

In a thoughtful opinion, the district court dismissed the

suit for failure to state a claim for relief. Saint Anthony

Hospital v. Eagleson, 548 F. Supp. 3d 721 (N.D. Ill. 2021).

We continue to see the case differently, however, especially

at the pleadings stage. Under the standards of Talevski

and related precedents, Saint Anthony has alleged a

viable claim for relief under 42 U.S.C. § 1396u-2(f) and

may seek injunctive relief under 42 U.S.C. § 1983 against

the state official who administers the Medicaid program

in Illinois. We appreciate the potential magnitude of the

case and the challenges it may present. Like the district

judge, we can imagine forms of judicial relief that would

be hard to justify. We can also imagine some poor ways

to handle this case going forward in the district court.

But we should not decide this case by assuming that the

worst-case scenarios are inevitable.

The State has tools available to remedy systemic

slow and short payment problems—problems alleged to

68a

Appendix B

be so serious that they threaten the viability of a major

hospital and perhaps even of the managed-care Medicaid

program as administered in Illinois. If Saint Anthony can

prove its claims, the chief state official could be ordered

to use some of those tools to remedy systemic problems

that threaten this literally vital health care program. We

therefore again reverse in part the dismissal of the case

and remand for further proceedings.

Factual and Procedural Background

In reviewing the grant of a motion to dismiss under

Federal Rule of Civil Procedure 12(b)(6) for failure to state

a claim, we accept as true all well-pled factual allegations

in the complaint and draw all reasonable inferences in

Saint Anthony’s favor. Ashcroft v. Iqbal, 556 U.S. 662,

678, 129 S. Ct. 1937, 173 L. Ed. 2d 868 (2009). We are not

vouching for the truth of Saint Anthony’s account of the

facts at this point. Rather, because the defense moved to

dismiss on the pleadings, it chose to accept for now the

truth of Saint Anthony’s factual allegations.

The Illinois Medicaid Program

The federal Medicaid Act established a cooperative

arrangement between the federal government and states

to provide medical services to poor residents. 42 U.S.C.

§ 1396 et seq.; Bria Health Services, LLC v. Eagleson, 950

F.3d 378, 380 (7th Cir. 2020); see also National Federation

of Independent Business v. Sebelius, 567 U.S. 519, 54142, 132 S. Ct. 2566, 183 L. Ed. 2d 450 (2012). By agreeing

to participate in Medicaid, a state receives financial

assistance to help administer the program in exchange

69a

Appendix B

for complying with detailed statutory and regulatory

requirements. Bria Health Services, 950 F.3d at 380.

Those requirements are found in the Medicaid Act itself

(Title XIX of the Social Security Act) and in Department

of Health and Human Services (HHS) regulations. See id.

at 380, 382; Rock River Health Care, LLC v. Eagleson, 14

F.4th 768, 771 (7th Cir. 2021).

Before discussing the relevant statutory requirements

at issue here, it is important to understand how the Illinois

Department of Healthcare and Family Services (HFS)

administers the State’s Medicaid program. There are

two major ways for states to pay providers for services

provided to patients covered by Medicaid: fee for service

and managed care. In a fee-for-service program, the state

pays providers directly based on a set fee for a particular

service. See 42 U.S.C. § 1396a(a)(30)(A); Medicaid

Program; Medicaid Managed Care: New Provisions, 67

Fed. Reg. 40989, 40989 (June 14, 2002). Under a managedcare program, by contrast, HFS contracts with MCOs

(which are private health insurance companies) to deliver

Medicaid health benefits to beneficiaries. See 42 U.S.C.

§ 1396u-2; see also 42 U.S.C. § 1396b(m); 42 C.F.R. § 438

(2020). The state typically pays the MCO a flat fee per

patient per month. The MCO then pays providers for

services actually provided to covered Medicaid patients.

Bria Health Services, 950 F.3d at 381, citing 305 ILCS

5/5-30.1; see also 42 U.S.C. §§ 1396u-2, 1396b(m). Like

insurance companies, MCOs are generally entitled to keep

as profits the difference between the money they receive

from the state and the amounts they pay providers for

care of covered patients.

70a

Appendix B

In recent years, Illinois has changed from fee-forservice to a system dominated by managed care. Illinois

introduced managed care in its Medicaid program in 2006.

In 2010, the State spent just $251 million on managed care.

By 2019, that number had grown to $12.73 billion. In the

meantime, the number of MCOs in Illinois has fallen from

twelve to seven.

Federal law establishes requirements for timely

Medicaid payments to health care providers. When a state

pays claims directly, it must pay 90% of so-called “clean

claims” within 30 days and 99% within 90 days. See 42

U.S.C. § 1396a(a)(37)(A). (A “clean claim” is one for which

the payor has all information needed to determine the

proper payments. Id.) When a state relies on MCOs to pay

providers, federal law requires that the state’s contract

with an MCO contain a provision that requires the same

30/90 pay schedule for MCO reimbursements to providers.

42 U.S.C. § 1396u-2(f). (MCOs and providers can opt for a

different pay schedule, but Saint Anthony has not agreed

to a different schedule with any MCOs.) The focus of this

case is the payment schedule provision, section 1396u-2(f).1

1. In earlier stages of the case, Saint Anthony argued it was

also entitled to relief under a separate Medicaid statute requiring

a participating state to “provide that all individuals wishing to

make application for medical assistance under the plan shall have

opportunity to do so, and that such assistance shall be furnished

with reasonable promptness to all eligible individuals....” 42 U.S.C.

§ 1396a(a)(8). We explained in our original opinion, however, why

Saint Anthony is not entitled to relief under that clause. 40 F.4th at

515-16. That clause was not part of the Supreme Court’s review, and

we say no more about it here.

71a

Appendix B

B. Plaintiff Saint Anthony Hospital

Saint Anthony is a so-called “safety-net hospital” on

the southwest side of Chicago. It provides health care

regardless of patients’ financial means. See 305 ILCS

5/5-5e.1. Most Saint Anthony patients are on Medicaid.

As the Illinois Medicaid system has shifted from fee for

service to managed care, the hospital has become ever

more dependent on timely payments from MCOs. In

recent years, according to Saint Anthony, those payments

have repeatedly arrived late, if they arrived at all. As of

February 2020, payments of at least $20 million were

past due. The impact of late payments can be dramatic.

In 2015, Saint Anthony had more than $20 million in cash

on hand, which was enough to fund 72 days of operation.

As the State increased its reliance on managed care, Saint

Anthony saw its cash reserves dwindle. By 2019, Saint

Anthony had less than $500,000 cash on hand, enough

to cover just two days of operation. Saint Anthony’s net

revenue per patient also dropped more than 20%.

The MCO payments that eventually arrive are often

for less than is owed. Making matters worse from Saint

Anthony’s perspective, the payment forms it receives

from the MCOs lack the details needed to determine just

what is being paid and what is not. The delays and lack of

clarity benefit the MCOs: since the State pays the MCOs

flat fees per patient and permits them to keep the funds

they do not pay out to providers, MCOs have a powerful

profit incentive to delay and underpay hospitals like Saint

Anthony. This incentive under managed care is inherent

and well-known. The need to control MCOs’ behavior to

72a

Appendix B

protect providers and patients explains why Congress

included section 1396u-2(f) in the statutes governing

managed care under Medicaid.

Saint Anthony may not be alone in its experience.

Mercyhealth is a regional health-care system and the

largest Medicaid provider in Illinois outside of Cook

County. Illustrating the potential gravity of the MCO

payment problems, in April 2020, Mercyhealth announced

it would stop accepting Medicaid patients covered by four

of the seven MCOs in Illinois. Decl. of Kim Scaccia ¶ 6,

Dkt. 50-1, Ex. 12. This was a drastic step showing the

potential threat to the viability of the managed-care model

for Medicaid. Mercyhealth said it took this step because

those MCOs were delaying and underpaying it to the

point that it was losing $30 million per year on Medicaid

patients. See also David Jackson & Kira Leadholm,

Insurance Firms Reap Billions in Profits While Doctors

Get Stiffed for Serving the Poor, Better Government

Association (Nov. 8, 2021), https://www.bettergov.org/

news/insurance-firms-the-poor/reap-billions-in-profitswhile-doctors-get-stiffed-for-serving (last visited April

25, 2024). 2

Faced with this dire financial situation, Saint Anthony

had two paths to seek legal relief from what it sees as

2. In evaluating a Rule 12(b)(6) motion, we may consider the

Mercyhealth information submitted by plaintiff without converting

the motion into one for summary judgment under Rule 12(d). The

information elaborates on and illustrates factual allegations in the

complaint. E.g., Geinosky v. City of Chicago, 675 F.3d 743, 745 n.1

(7th Cir. 2012). Mercyhealth also reportedly worked out a compromise

with one MCO, Molina, under which it continued to care for Molinacovered Medicaid patients. Decl. of Kim Scaccia ¶ 9, Dkt. 50-1, Ex. 12.

73a

Appendix B

systemic defects in the Illinois Medicaid program. One

path would be to sue MCOs individually for violating

Saint Anthony’s contractual rights to timely payment.

Arbitration provisions in those contracts might well

require arbitration for each individual claim in dispute.

That path could easily involve many thousands of

individual claims each year, though that is a matter for

the district court to consider when it takes up the MCO

intervenors’ effort to force all or parts of this dispute

into arbitration. This suit represents the second path,

seeking a court order to require Illinois officials to devise

systems that will ensure that they perform the statutorily

required oversight of MCOs’ payments to providers like

Saint Anthony.

Procedural History

Saint Anthony filed a complaint under 42 U.S.C. § 1983

against the director of HFS in her official capacity. (We

refer to the director here as HFS or the State.) Count I,

the only one relevant at this point, alleges that HFS is

violating the Medicaid Act, including section 1396u-2(f),

by failing to ensure that MCOs meet the timely payment

requirements. Saint Anthony seeks injunctive relief

directing HFS to require the MCOs to comply with the

30/90 payment rule, to use transparent remittance forms,

and if necessary, to require the State to cancel a contract

with an MCO that continues to fail to comply with the

timely payment requirements. 3

3. Saint Anthony also moved for a preliminary injunction. The

district court granted limited discovery before suspending in part

actions related to the preliminary injunction motion while it resolved

a discovery dispute. The court then granted the motion to dismiss

and denied the preliminary injunction motion as moot.

74a

Appendix B

HFS moved to dismiss Saint Anthony’s complaint

under Federal Rule of Civil Procedure 12(b)(6) for failure

to state a claim. Its chief argument was that none of the

statutory provisions grant Saint Anthony any rights

enforceable under section 1983, and that even if they did,

the factual allegations failed to state a plausible claim for

relief. The district court agreed and dismissed the case.

548 F. Supp. 3d 721 (N.D. Ill. 2021).

While the motion to dismiss was pending, Saint

Anthony moved to supplement its complaint by adding

a due process claim. HFS responded to Saint Anthony’s

request, arguing that the new claim would fail on the

merits. The district court denied Saint Anthony the

opportunity to file a reply to defend its proposed claim on

the merits. Then, four days after granting the motion to

dismiss, the district judge denied the motion to supplement

because he thought it was futile and that the entire case

should be concluded by granting the motion to dismiss.

In the district court, four MCOs were granted leave

to intervene as defendants. The MCOs asked the court

to stay the lawsuit and compel arbitration. One MCO

(Meridian) demanded arbitration with Saint Anthony,

but that proceeding was stayed because Meridian had

not followed the proper procedures to invoke arbitration.

The district court later denied the MCOs’ motions as moot

after granting the motion to dismiss.

Saint Anthony appealed the district court’s dismissal

and the denial of the motion to supplement. We first

75a

Appendix B

address Saint Anthony’s asserted right to timely payment

under section 1396u-2(f). To evaluate Saint Anthony’s

claim, we address in Part II-A the standard for invoking

section 1983 under Spending Clause statutes like the

Medicaid Act. We consider in Part II-B the Talevski

standard and then in Part II-C walk through each of

the so-called Blessing factors. In Part II-D, we turn to

whether Congress established an alternative remedial

scheme incompatible with the application of section 1983.

We conclude by addressing in Part III the district court’s

denial of plaintiff’s motion to supplement its complaint

and the question of arbitration, which the MCOs ask us

to resolve before the district court has done so.

II. A Right to Timely Payments

The central issue here is whether 42 U.S.C. § 1396u-2(f)

grants a right to providers like Saint Anthony that is

privately enforceable through section 1983. We conclude

that the statute imposes on the State a duty to try to

ensure that the MCOs actually pay providers in accord

with the 30/90 pay schedule—not merely that the contracts

between the MCOs and HFS include clauses that say as

much on paper. Congress imposed this affirmative duty

on the State for the benefit of health care providers like

plaintiff. Congress provided sufficiently clear signals that

this is both a duty for the State and a right for providers.

Saint Anthony thus has a right under section 1396u-2(f)

that is enforceable under section 1983. The right entails

having state officials address MCOs’ systemic failures to

provide timely and transparent payments.

76a

Appendix B

A. The Standard for Invoking Section 1983

We again emphasize that we are reviewing the

grant of a motion to dismiss under Federal Rule of Civil

Procedure 12(b)(6) for failure to state a claim. We begin

by accepting all well-pleaded factual allegations as true

and drawing all reasonable inferences in Saint Anthony’s

favor. Iqbal, 556 U.S. at 678.

The analysis for possible enforcement of federal

statutory rights under section 1983 is familiar. “Section

1983 creates a federal remedy against anyone who, under

color of state law, deprives ‘any citizen of the United States

... of any rights, privileges, or immunities secured by the

Constitution and laws.’” Planned Parenthood of Indiana,

Inc. v. Comm’r of Indiana State Dep’t of Health, 699 F.3d

962, 972 (7th Cir. 2012), quoting 42 U.S.C. § 1983. This

language “means what it says,” Maine v. Thiboutot, 448

U.S. 1, 4, 100 S. Ct. 2502, 65 L. Ed. 2d 555 (1980), and

“authorizes suits to enforce individual rights under federal

statutes as well as the Constitution.” City of Rancho Palos

Verdes v. Abrams, 544 U.S. 113, 119, 125 S. Ct. 1453, 161

L. Ed. 2d 316 (2005). “‘Laws’ means ‘laws,’ no less today

than in the 1870s....” Talevski, 599 U.S. at 172.

Yet not all statutory benefits, requirements, or

interests are enforceable under section 1983. The

Medicaid Act is an exercise of Congress’s power under the

Spending Clause. Talevski reinforced earlier precedents

allowing rights under Spending Clause legislation to be

enforced under section 1983 but set a “demanding bar”

for reliance on section 1983: “Statutory provisions must

77a

Appendix B

unambiguously confer individual federal rights.” 599 U.S.

at 180, citing Gonzaga University v. Doe, 536 U.S. 273,

280, 122 S. Ct. 2268, 153 L. Ed. 2d 309 (2002). Talevski

summarized the Court’s approach for determining when

a statutory provision enacted under the federal spending

power creates a right,

This text is long and has been trimmed here. Open the source document for the complete record.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.