Full Opinion

25-3214-cv Northwell Health v. Blue Cross Blue Shield Massachusetts UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT SUMMARY ORDER RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL. At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 30th day of October, two thousand twenty-six. Present: EUNICE C. LEE, ALISON J. NATHAN, Circuit Judges, MARY KAY VYSKOCIL, District Judge.* _____________________________________ NORTHWELL HEALTH, INC., Plaintiff-Appellant, v. No. 25-3214-cv BLUE CROSS BLUE SHIELD MASSACHUSETTS, INC., Defendant-Appellee. _____________________________________ * Judge Mary Kay Vyskocil, of the United States District Court for the Southern District of New York, sitting by designation. For Plaintiff-Appellant: JOHN RICHARD HORVACK, JR., Fatima Lahnin Carmody Torrance Sandak & Hennessey LLP, New Haven, CT. Timothy F. Butler, Meredith McBride Butler Tibbetts, LLC, Southport, CT. For Defendant-Appellee: ELIZABETH HECKER Cromwell & Moring LLP, Washington, DC. Bryan M. Webster Cromwell & Moring LLP, Chicago, IL. Appeal from a December 21, 2024 judgment of the United States District Court for the Eastern District of New York (Choudhury, J.). UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that the judgment of the District Court is AFFIRMED in part and REVERSED in part, and the case is REMANDED for further proceedings consistent with this order. Plaintiff-Appellant Northwell Health, Inc. (“Northwell”), one of New York’s largest healthcare providers, appeals the district court’s dismissal of its claims against Defendant- Appellee Blue Cross Blue Shield Massachusetts (“BCBSM”). For decades, Northwell has participated in the Blue Cross Blue Shield (“BCBS”) insurance network 2 through its contract with Empire Blue Cross and Blue Shield (“Empire”), BCBS’s licensee for the New York area. Northwell’s contract with Empire, in relevant part, requires it to provide covered healthcare services at preferential rates not only to individuals insured by Empire, but also to individuals insured by any of the more than thirty other out-of-state BCBS licensees. Northwell has no direct 2 Although the BCBS licensees are independent entities, they cooperate in a “single electronic network for claims processing and reimbursement” known as the BlueCard Program. 2 contracts with the out-of-state BCBS licensees, which have historically reimbursed Northwell for services provided to their insureds through payments routed via Empire. Northwell commenced this action against BCBSM for unpaid claims submitted between January 2019 and December 2022. As in other cases that Northwell has brought against out-of- state BCBS licensees, Northwell asserts breach of contract, quasi-contract, and third-party beneficiary claims under New York law. In defense, BCBSM principally contends that it did not sign, ratify, or otherwise manifest any intent to be bound by Northwell’s agreement with Empire, which it contends is the sole party liable for paying Northwell’s claims. In July 2024, the district court dismissed the case in its entirety for failure to state a claim pursuant to Federal Rule of Civil Procedure 12(b)(6), and denied leave to amend. Following a series of post-judgment motions, Northwell timely filed this appeal. * * * While this appeal was pending, this Court issued a decision in a case brought by Northwell against several BCBS licensees operating in the Washington, D.C. capital area pursuant to contracts that are identical to the agreement between Northwell and Empire. See Northwell Health, Inc. v. Grp. Hospitalization & Med. Servs., Inc., 183 F.4th 78 (2d Cir. 2026). In Group Hospitalization, we reversed the district court’s dismissal of the complaint as to Northwell’s breach of contract and quasi-contract claims but affirmed dismissal of its third-party beneficiary claim and denial of leave to amend. The claims in this case are materially indistinguishable from those in Group Hospitalization. And BCBSM has conceded that that decision controls our analysis here. See Oral Arg. Recording at 14:58–15:02. Accordingly, we reverse the district 3 court’s dismissal of Northwell’s breach of contract and quasi-contract claims and affirm the dismissal of its third-party beneficiary claim. Northwell’s remaining challenge is to the district court’s denial of post-judgment leave to amend, which we review for abuse of discretion. See Mandala v. NTT Data, Inc., 88 F.4th 353, 359 (2d Cir. 2023); Metzler Inv. Gmbh v. Chipotle Mexican Grill, Inc., 970 F.3d 133, 142 (2d Cir. 2020). Because we have concluded that Northwell has stated a claim for breach of contract and quasi-contract, its appeal of the district court’s denial of leave to amend is moot as to those claims. As to Northwell’s third-party beneficiary claim, we have carefully reviewed Northwell’s Proposed Second Amended Complaint and agree with the district court that its allegations do not remedy the Amended Complaint’s deficiencies. The proposed amendments remain too generalized, fail to plausibly allege that Northwell is the only party that could recover for breach of the relevant agreements, and fail to identify any contract language evincing a clear intent to permit third-party enforcement. Accordingly, we affirm the district court’s denial of leave to amend as to Northwell’s third-party beneficiary claim. * * * For the reasons stated above, the judgment of the district court is AFFIRMED as to the dismissal of Northwell’s third-party beneficiary claim and denial of leave to amend. We otherwise REVERSE the district court’s judgment and REMAND to the district court for further proceedings on Northwell’s breach of contract and quasi-contract claims. FOR THE COURT: Catherine O’Hagan Wolfe, Clerk of Court 4