United HealthCare Services v. Merck & Co.
United HealthCare Services, Inc. v. Merck & Co., Inc., et al.; United HealthCare Services, Inc. v. Cardinal Health, Inc., et al.
- David Doty
- 0:20-cv-01909
- U.S. District Court · District of Minnesota
- 6
In United HealthCare Services, Inc. v. Merck & Co., Inc., et al., Judge Doty denied plaintiff UHS's motion for judgment on the pleadings because that procedural tool cannot be used simply to eliminate a defendant's affirmative defenses without also seeking judgment on an underlying claim.
Health insurers or other parties who have received assignments of antitrust claims and are litigating them; defendants in antitrust cases who have raised affirmative defenses; litigants in the District of Minnesota considering procedural strategies to challenge affirmative defenses.
What happened
This case, United HealthCare Services, Inc. v. Merck & Co., Inc., et al., is an antitrust lawsuit in which UHS alleges that Merck engaged in anticompetitive conduct related to its cholesterol-lowering drugs Zetia and Vytorin, causing UHS to overpay for those drugs on behalf of its insureds. UHS also pursues claims that were assigned to it by third-party defendant Cardinal Health, Inc. In its answer, Merck raised affirmative defenses — legal arguments that, if proven, would defeat or limit UHS's claims — including defenses asserting that the claims assigned from Cardinal Health are void or otherwise prohibited.
UHS filed a motion for judgment on the pleadings, a procedural mechanism that asks the court to rule in a party's favor based solely on the written filings without a full trial. However, UHS did not ask for judgment on any of its actual claims. Instead, it sought only to knock out certain of Merck's affirmative defenses. The court found this was a misuse of the procedural tool, explaining that affirmative defenses are typically pleaded without extensive factual detail, are explored through discovery, and are tested at summary judgment or trial — not eliminated through this type of motion.
Judge Doty denied the motion, holding that a motion for judgment on the pleadings is the wrong vehicle when a plaintiff seeks only to challenge the sufficiency of affirmative defenses rather than obtain judgment on a claim. The court noted that the proper tool for striking affirmative defenses — a motion to strike under Federal Rule of Civil Procedure 12(f) — was available but the deadline to file such a motion had already passed. The case will continue.
The detailed version
- United HealthCare Services, Inc. v. Merck & Co., Inc., et al. (Civil No. 20-1909, D. Minn.)
- David S. Doty, United States District Judge
- December 9, 2025
Background
This is an antitrust action in which plaintiff United HealthCare Services, Inc. (UHS) alleges that Merck & Co., Inc. engaged in anticompetitive conduct in connection with the sale of two cholesterol-lowering drugs, Zetia and Vytorin (a combination pill containing Zetia and simvastatin, which is the generic form of Zocor). UHS seeks to recover overcharges it paid for branded and generic versions of these drugs dispensed to its insureds.
In 2022, UHS filed an amended complaint that included claims assigned to UHS by third-party defendant Cardinal Health, Inc. Merck answered and raised dozens of affirmative defenses, including defenses asserting that the claims assigned from Cardinal Health are void or otherwise impermissible. UHS then filed a motion for partial judgment on the pleadings under Federal Rule of Civil Procedure 12(c), seeking to eliminate those affirmative defenses. Critically, UHS did not seek judgment on any substantive claim.
Legal Standard
The court noted that motions under Rule 12(c) (judgment on the pleadings) and Rule 12(b)(6) (failure to state a claim) are governed by the same standard, requiring that a complaint contain sufficient factual matter, accepted as true, to state a plausible claim for relief under the standards set out in Ashcroft v. Iqbal, 556 U.S. 662 (2009), and Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007).
Analysis
The court first addressed a threshold procedural issue: whether Rule 12(c) is an appropriate vehicle for a plaintiff to use solely to challenge the sufficiency of affirmative defenses. The court concluded it is not, for two reasons.
First, the court agreed with Merck that the proper mechanism for challenging insufficient affirmative defenses is Federal Rule of Civil Procedure 12(f), which specifically governs motions to strike defenses. The court noted in a footnote that the deadline for filing such a motion had already elapsed.
Second, the court emphasized that applying the Iqbal/Twombly pleading standard to affirmative defenses would be inappropriate and disruptive. Citing Chief Judge Patrick J. Schiltz's reasoning in Wells Fargo & Co. v. U.S., 750 F. Supp. 2d 1049 (D. Minn. 2010), the court explained that affirmative defenses are routinely pleaded with minimal factual detail, non-viable ones are typically weeded out through discovery, and forcing defendants to plead them with greater specificity would add unnecessary motion practice, cost, and delay. Courts in this district have consistently held that affirmative defenses are not governed by Rule 8(a)'s pleading standard and are preserved for testing at summary judgment or trial.
The court acknowledged a narrow exception: affirmative defenses can be evaluated in a Rule 12(c) motion when a party actually seeks judgment on a claim and the affirmative defenses at issue raise no factual issues precluding that judgment. But that exception did not apply here because UHS sought only to eliminate certain defenses without seeking judgment on any claim.
The court further cited the Eighth Circuit's holding in Waldron v. Boeing Co., 388 F.3d 591 (8th Cir. 2004), that judgment on the pleadings may be granted only where the moving party has clearly established no material issue of fact remains and it is entitled to judgment as a matter of law — an outcome inapplicable when no claim is put at issue.
Ruling
The motion for partial judgment on the pleadings (ECF No. 138) was denied. The case will proceed.
Reviewer note from the AI+
Read the full 6-page opinion on CourtListener, the free public archive maintained by the Free Law Project.