(Slip Opinion) OCTOBER TERM, 2011 1 

Syllabus 

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is

being done in connection with this case, at the time the opinion is issued.

The syllabus constitutes no part of the opinion of the Court but has been

prepared by the Reporter of Decisions for the convenience of the reader. 

See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337. 

SUPREME COURT OF THE UNITED STATES 

Syllabus 

DOUGLAS, DIRECTOR, CALIFORNIA DEPARTMENT 

OF HEALTH CARE SERVICES v. INDEPENDENT 

LIVING CENTER OF SOUTHERN CALIFORNIA, 

INC., ET AL. 

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR 

THE NINTH CIRCUIT 

No. 09–958. Argued October 3, 2011—Decided February 22, 2012* 

Medicaid is a cooperative federal-state program that provides medical

care to needy individuals. To qualify for federal funds, a State must

submit its Medicaid plan and any amendments to the federal agency

that administers the program, the Centers for Medicare & Medicaid 

Services (CMS). Before approving a plan or amendments, CMS conducts a review to determine whether they comply with federal requirements. Federal law requires state plans or amendments to “assure that payments are consistent with efficiency, economy, and 

quality of care and are sufficient to enlist enough providers” to make

Medicaid “care and services” available. 42 U. S. C. §1396a(a)(30)(A).

After California enacted three statutes reducing the State’s payments to various Medicaid providers, the State submitted plan 

—————— 

*Together with No. 09–1158, Douglas, Director, California Department of Health Care Services v. California Pharmacists Association 

et al., Douglas, Director, California Department of Health Care Services 

v. California Hospital Association et al. (see this Court’s Rule 12.4), 

Douglas, Director, California Department of Health Care Services v. 

Independent Living Center of Southern California, Inc., et al. (see this

Court’s Rule 12.4), Douglas, Director, California Department of Health 

Care Services v. Dominguez, By and Through her Mother and Next 

Friend Brown, et al. (see this Court’s Rule 12.4); and No. 10–283, Douglas, Director, California Department of Health Care Services v. Santa 

Rosa Memorial Hospital et al., also on certiorari to the same court. 
 

 

2 DOUGLAS v. INDEPENDENT LIVING CENTER OF

 SOUTHERN CAL., INC. 

Syllabus
 

amendments to CMS. Before the agency finished its review, Medicaid providers and beneficiaries sought, in a series of cases, to enjoin

the rate reductions on the ground that they were pre-empted by federal Medicaid law. In seven decisions, the Ninth Circuit ultimately

affirmed or ordered preliminary injunctions preventing the State

from implementing its statutes. The court (1) held that the providers 

and beneficiaries could bring a Supremacy Clause action; (2) essentially accepted their claim that the State did not show that its 

amended plan would provide sufficient services; (3) held that the

amendments thus conflicted with §1396a(a)(30)(A); and (4) held that

the federal statute pre-empted the new state laws. In the meantime, 

agency officials disapproved the amendments, and California sought

further administrative review. The cases were in this posture when 

the Court granted certiorari to decide whether respondents could 

mount a Supremacy Clause challenge. After oral argument, CMS

approved several of the State’s amendments, and the State withdrew 

its requests for approval of the remainder. 

Held: The judgments are vacated and the cases are remanded, thereby 

permitting the parties to argue before the Ninth Circuit in the first

instance the question whether respondents may maintain Supremacy

Clause actions now that CMS has approved the state statutes. Pp.

5–8. 

(a) CMS’ approval does not make these cases moot, but it does put

them in a different posture, since the federal agency charged with 

administering Medicaid has now found that the rate reductions comply with federal law. That decision does not change the substantive

question whether California’s statutes are consistent with federal 

law, but it may change the answer. It may also require respondents

to seek review of CMS’ determination under the Administrative Procedure Act (APA) rather than in a Supremacy Clause action against

California. The APA would likely permit respondents to obtain an 

authoritative judicial determination of the merits of their legal claim.

And their basic challenge now presents the kind of legal question ordinarily calling for APA review. The Medicaid Act commits to a federal agency the power to administer a federal program, and the agency has exercised that authority. As CMS is comparatively expert in 

the statute’s subject matter, its decision carries weight. And 

§1396a(a)(30)(A)’s broad and general language suggests that CMS’

expertise is relevant in determining the provision’s application. Finally, to allow a Supremacy Clause action to proceed once CMS has 

reached a decision threatens potential inconsistency or confusion.

The Ninth Circuit declined to give weight to the Federal Government’s interpretation of the federal law, but courts are ordinarily required to apply deference standards to agency decisionmaking. The 
 

Cite as: 565 U. S. ____ (2012) 3 

Syllabus 

parties suggest no reasons why such standards should not be applied

here or why, now that CMS has acted, a court should reach a different result in an APA action than in a Supremacy Clause action. That 

would make the Supremacy Clause challenge at best redundant. 

Permitting it to continue would seem inefficient, for the federal agency is not a participant in the action, which will decide whether 

agency-approved state rates violate federal law. Pp. 5–8.

(b) Given the present posture of the cases, the Court does not address whether the Ninth Circuit properly recognized a Supremacy 

Clause action to enforce the federal law before the agency took final 

action. To decide whether these cases may proceed under the Supremacy Clause now that the agency has acted, it will be necessary

on remand to consider at least the matters addressed by this Court. 

P. 8. 

No. 09–958, 572 F. 3d 644 (first judgment), 342 Fed. Appx. 306 (second

judgment), No. 09–1158, 596 F. 3d 1098, 563 F. 3d 847, 374 Fed. 

Appx. 690, 596 F. 3d 1087, and No. 10–283, 380 Fed. Appx. 656, vacated and remanded. 

BREYER, J., delivered the opinion of the Court, in which KENNEDY, 

GINSBURG, SOTOMAYOR, and KAGAN, JJ., joined. ROBERTS, C. J., filed a 

dissenting opinion, in which SCALIA, THOMAS, and ALITO, JJ., joined. 
 

 

_________________ 

_________________ 

Cite as: 565 U. S. ____ (2012) 1 

Opinion of the Court 

NOTICE: This opinion is subject to formal revision before publication in the

preliminary print of the United States Reports. Readers are requested to

notify the Reporter of Decisions, Supreme Court of the United States, Washington, D. C. 20543, of any typographical or other formal errors, in order

that corrections may be made before the preliminary print goes to press. 

SUPREME COURT OF THE UNITED STATES 

Nos. 09–958, 09–1158, and 10–283 

TOBY DOUGLAS, DIRECTOR, CALIFORNIA DEPARTMENT OF HEALTH CARE SERVICES, 

PETITIONER 

09–958 v. 

INDEPENDENT LIVING CENTER OF SOUTHERN 

CALIFORNIA, INC., ET AL. 

TOBY DOUGLAS, DIRECTOR, CALIFORNIA DEPARTMENT OF HEALTH CARE SERVICES, 

PETITIONER 

09–1158 v. 

CALIFORNIA PHARMACISTS ASSOCIATION ET AL. 

TOBY DOUGLAS, DIRECTOR, CALIFORNIA DEPARTMENT OF HEALTH CARE SERVICES, 

PETITIONER 

10–283 v. 

SANTA ROSA MEMORIAL HOSPITAL ET AL. 

ON WRITS OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE NINTH CIRCUIT 

[February 22, 2012]

 JUSTICE BREYER delivered the opinion of the Court. 

We granted certiorari in these cases to decide whether

Medicaid providers and recipients may maintain a cause

of action under the Supremacy Clause to enforce a federal 

Medicaid law—a federal law that, in their view, conflicts 
2 DOUGLAS v. INDEPENDENT LIVING CENTER OF

 SOUTHERN CAL., INC. 

Opinion of the Court 

with (and pre-empts) state Medicaid statutes that reduce

payments to providers. Since we granted certiorari, however, the relevant circumstances have changed. The federal agency in charge of administering Medicaid, the Centers for Medicare & Medicaid Services (CMS), has now 

approved the state statutes as consistent with the federal 

law. In light of the changed circumstances, we believe

that the question before us now is whether, once the agency has approved the state statutes, groups of Medicaid 

providers and beneficiaries may still maintain a Supremacy Clause action asserting that the state statutes are 

inconsistent with the federal Medicaid law. For the reasons set forth below, we vacate the Ninth Circuit’s judgments and remand these cases for proceedings consistent 

with this opinion. 

I 

A 

Medicaid is a cooperative federal-state program that

provides medical care to needy individuals. To qualify 

for federal funds, States must submit to a federal agency 

(CMS, a division of the Department of Health and Human

Services) a state Medicaid plan that details the nature and 

scope of the State’s Medicaid program. It must also submit any amendments to the plan that it may make from

time to time. And it must receive the agency’s approval of

the plan and any amendments. Before granting approval, 

the agency reviews the State’s plan and amendments to 

determine whether they comply with the statutory and 

regulatory requirements governing the Medicaid program. 

See 42 U. S. C. §§1316(a)(1), (b), 1396a(a), (b); 42 CFR 

§430.10 et seq. (2010); Wilder v. Virginia Hospital Assn., 

496 U. S. 498, 502 (1990). And the agency’s director has

specified that the agency will not provide federal funds for 

any state plan amendment until the agency approves the 

amendment. See Letter from Timothy M. Westmoreland, 
Cite as: 565 U. S. ____ (2012) 3 

Opinion of the Court 

Director, Center for Medicaid & State Operations, Health

Care Financing Admin., U. S. Dept. of Health and Human

Servs., to State Medicaid Director (Jan. 2, 2001), online at

http://www.cms.gov/SMDL/downloads/SMD010201.pdf (as

visited Feb. 17, 2012, and available in Clerk of Court’s case 

file).

The federal statutory provision relevant here says that a

State’s Medicaid plan and amendments must: 

“provide such methods and procedures relating to the

utilization of, and the payment for, care and services 

available under the plan . . . as may be necessary to 

safeguard against unnecessary utilization of such care

and services and to assure that payments are consistent with efficiency, economy, and quality of care 

and are sufficient to enlist enough providers so that 

care and services are available under the plan at least 

to the extent that such care and services are available 

to the general population in the geographic area.” 42 

U. S. C. §1396a(a)(30)(A) (emphasis added). 

B 

In 2008 and 2009, the California Legislature passed 

three statutes changing that State’s Medicaid plan. The 

first statute, enacted in February 2008, reduced by 10% 

payments that the State makes to various Medicaid providers, such as physicians, pharmacies, and clinics. See 

2007–2008 Cal. Sess. Laws, 3d Extraordinary Sess. ch. 3,

§§14, 15. The second statute, enacted in September 2008,

replaced the 10% rate reductions with a more modest set 

of cuts. See 2008 Cal. Sess. Laws ch. 758, §§45, 57. And 

the last statute, enacted in February 2009, placed a cap on 

the State’s maximum contribution to wages and benefits

paid by counties to providers of in-home supportive services. See 2009–2010 Cal. Sess. Laws, 3d Extraordinary 

Sess. ch. 13, §9.

In September and December 2008, the State submitted 
4 DOUGLAS v. INDEPENDENT LIVING CENTER OF

 SOUTHERN CAL., INC. 

Opinion of the Court 

to the federal agency a series of plan amendments designed to implement most of the reductions contained in 

these bills. Before the agency finished reviewing the

amendments, however, groups of Medicaid providers and 

beneficiaries filed a series of lawsuits seeking to enjoin the

rate reductions on the ground that they conflicted with,

and therefore were pre-empted by, federal Medicaid law, 

in particular the statutory provision that we have just 

set forth. They argued that California’s Medicaid plan 

amendments were inconsistent with the federal provision 

because the State had failed to study whether the rate 

reductions would be consistent with the statutory factors

of efficiency, economy, quality, and access to care. In 

effect, they argued that California had not shown that its

Medicaid plan, as amended, would “enlist enough providers” to make Medicaid “care and services” sufficiently

available. 42 U. S. C. §1396a(a)(30)(A). 

The consolidated cases before us encompass five lawsuits brought by Medicaid providers and beneficiaries 

against state officials. Those cases produced seven decisions of the Court of Appeals for the Ninth Circuit. See 

572 F. 3d 644 (2009); 342 Fed. Appx. 306 (2009); 596 F. 3d 

1098 (2010); 563 F. 3d 847 (2009); 374 Fed. Appx. 690 

(2010); 596 F. 3d 1087 (2010); and 380 Fed. Appx. 656 

(2010). The decisions ultimately affirmed or ordered 

preliminary injunctions that prevented the State from implementing its statutes. They (1) held that the Medicaid providers and beneficiaries could directly bring an 

action based on the Supremacy Clause; (2) essentially 

accepted the claim that the State had not demonstrated 

that its Medicaid plan, as amended, would provide sufficient services; (3) held that the amendments consequently 

conflicted with the statutory provision we have quoted;

and (4) held that, given the Constitution’s Supremacy

Clause, the federal statute must prevail. That is to say,

the federal statute pre-empted the State’s new laws. 
Cite as: 565 U. S. ____ (2012) 5 

Opinion of the Court 

In the meantime, the federal agency was also reviewing

the same state statutes to determine whether they satisfied the same federal statutory conditions. In November 

2010, agency officials concluded that they did not satisfy those conditions, and the officials disapproved the 

amendments. California then exercised its right to further

administrative review within the agency. The cases were 

in this posture when we granted certiorari to decide

whether respondents could mount a Supremacy Clause 

challenge to the state statutes and obtain a court injunction preventing California from implementing its statutes. 

About a month after we heard oral argument, the federal agency reversed course and approved several of California’s statutory amendments to its plan. See Letter from 

Donald M. Berwick, Administrator, CMS, to Toby Douglas,

Director, Cal. Dept. of Health Care Servs. (Oct. 27, 2011);

Letter from Larry Reed, Director, Division of Pharmacy, 

Disabled and Elderly Health Programs Group, CMS, to

Toby Douglas, Director, Cal. Dept. of Health Care Servs.

(Oct. 27, 2011). In doing so, the agency also approved a 

limited retroactive implementation of some of the amendments’ rate reductions. The State, in turn, withdrew its 

requests for approval of the remaining amendments, in 

effect agreeing (with one exception) that it would not seek 

to implement any unapproved reduction. See Letter from 

Michael E. Kilpatrick, Assistant Chief Counsel, Cal. Dept.

of Health Care Servs., to Benjamin R. Cohen, Director, 

Office of Hearings, CMS (Oct. 27, 2011). (The exception 

consists of one statute for which California has submitted 

no amendment and which, by its own terms, cannot take 

effect unless and until this litigation is complete, see 2010 

Cal. Sess. Laws ch. 725, §25.) 

II 

All parties agree that the agency’s approval of the enjoined rate reductions does not make these cases moot. 
 

6 DOUGLAS v. INDEPENDENT LIVING CENTER OF

 SOUTHERN CAL., INC. 

Opinion of the Court 

For one thing, the providers and beneficiaries continue to

believe that the reductions violate the federal provision,

the agency’s view to the contrary notwithstanding. For 

another, federal-court injunctions remain in place, forbidding California to implement the agency-approved rate

reductions. And, in light of the agency’s action, California

may well ask the lower courts to set those injunctions

aside. 

While the cases are not moot, they are now in a different 

posture. The federal agency charged with administering 

the Medicaid program has determined that the challenged

rate reductions comply with federal law. That agency

decision does not change the underlying substantive question, namely whether California’s statutes are consistent 

with a specific federal statutory provision (requiring that

reimbursement rates be “sufficient to enlist enough providers”). But it may change the answer. And it may 

require respondents now to proceed by seeking review of 

the agency determination under the Administrative Procedure Act (APA), 5 U. S. C. §701 et seq., rather than in an 

action against California under the Supremacy Clause.

For one thing, the APA would likely permit respondents

to obtain an authoritative judicial determination of the 

merits of their legal claim. The Act provides for judicial 

review of final agency action. §704. It permits any person

adversely affected or aggrieved by agency action to obtain 

judicial review of the lawfulness of that action. §702. And 

it requires a reviewing court to set aside agency action

found to be “arbitrary, capricious, an abuse of discretion,

or otherwise not in accordance with law.” §706(2)(A).

For another thing, respondents’ basic challenge now

presents the kind of legal question that ordinarily calls for 

APA review. The Medicaid Act commits to the federal 

agency the power to administer a federal program. And 

here the agency has acted under this grant of authority.

That decision carries weight. After all, the agency is 
Cite as: 565 U. S. ____ (2012) 7 

Opinion of the Court 

comparatively expert in the statute’s subject matter. And 

the language of the particular provision at issue here is 

broad and general, suggesting that the agency’s expertise 

is relevant in determining its application. 

Finally, to allow a Supremacy Clause action to proceed 

once the agency has reached a decision threatens potential

inconsistency or confusion. In these cases, for example, 

the Ninth Circuit, in sustaining respondents’ challenges,

declined to give weight to the Federal Government’s interpretation of the federal statutory language. (That view 

was expressed in an amicus curiae brief that the United 

States submitted in prior litigation.) See Independent 

Living Center of Southern Cal., Inc. v. Maxwell-Jolly, 572 

F. 3d 644, 654 (CA9 2009) (referring to the United States’ 

certiorari-stage invitation brief in Belshe v. Orthopaedic 

Hospital, 522 U. S. 1044 (1998) (denying writ of certiorari)). And the District Court decisions that underlie injunctions that now forbid California to implement its laws may 

rest upon similar analysis.

But ordinarily review of agency action requires courts

to apply certain standards of deference to agency decisionmaking. See National Cable & Telecommunications 

Assn. v. Brand X Internet Services, 545 U. S. 967 (2005) 

(describing deference reviewing courts must show); Chevron U. S. A. Inc. v. Natural Resources Defense Council, 

Inc., 467 U. S. 837 (1984) (same). And the parties have 

not suggested reasons why courts should not now (in the 

changed posture of these cases) apply those ordinary 

standards of deference. 

Nor have the parties suggested reasons why, once the 

agency has taken final action, a court should reach a

different result in a case like this one, depending upon

whether the case proceeds in a Supremacy Clause action

rather than under the APA for review of an agency decision. Indeed, to permit a difference in result here would

subject the States to conflicting interpretations of federal 
8 DOUGLAS v. INDEPENDENT LIVING CENTER OF

 SOUTHERN CAL., INC. 

Opinion of the Court 

law by several different courts (and the agency), thereby

threatening to defeat the uniformity that Congress intended by centralizing administration of the federal program in the agency and to make superfluous or to undermine traditional APA review. Cf. Astra USA, Inc. v. Santa 

Clara County, 563 U. S. ___, ___ (2011) (slip op., at 2) 

(noting that the treatment of lawsuits that are “in substance one and the same” “must be the same, ‘[n]o matter

the clothing in which [plaintiffs] dress their claims’” (quoting Tenet v. Doe, 544 U. S. 1, 8 (2005)). If the two kinds of 

actions should reach the same result, the Supremacy

Clause challenge is at best redundant. And to permit the

continuation of the action in that form would seem to be 

inefficient, for the agency is not a participant in the pending litigation below, litigation that will decide whether the 

agency-approved state rates violate the federal statute. 

III 

In the present posture of these cases, we do not address 

whether the Ninth Circuit properly recognized a Supremacy Clause action to enforce this federal statute before the 

agency took final action. To decide whether these cases 

may proceed directly under the Supremacy Clause now

that the agency has acted, it will be necessary to take 

account, in light of the proceedings that have already 

taken place, of at least the matters we have set forth 

above. It must be recognized, furthermore, that the parties have not fully argued this question. Thus, it may be 

that not all of the considerations that may bear upon the 

proper resolution of the issue have been presented in the 

briefs to this Court or in the arguments addressed to and 

considered by the Court of Appeals. Given the complexity

of these cases, rather than ordering reargument, we vacate the Ninth Circuit’s judgments and remand the cases,

thereby permitting the parties to argue the matter before 

that Circuit in the first instance. 

It is so ordered. 
 

 

 

_________________ 

_________________ 

Cite as: 565 U. S. ____ (2012) 1 

ROBERTS, C. J., dissenting 

NOTICE: This opinion is subject to formal revision before publication in the

preliminary print of the United States Reports. Readers are requested to

notify the Reporter of Decisions, Supreme Court of the United States, Washington, D. C. 20543, of any typographical or other formal errors, in order

that corrections may be made before the preliminary print goes to press. 

SUPREME COURT OF THE UNITED STATES 

Nos. 09–958, 09–1158, and 10–283 

TOBY DOUGLAS, DIRECTOR, CALIFORNIA DEPARTMENT OF HEALTH CARE SERVICES, 

PETITIONER 

09–958 v. 

INDEPENDENT LIVING CENTER OF SOUTHERN 

CALIFORNIA, INC., ET AL. 

TOBY DOUGLAS, DIRECTOR, CALIFORNIA DEPARTMENT OF HEALTH CARE SERVICES, 

PETITIONER 

09–1158 v. 

CALIFORNIA PHARMACISTS ASSOCIATION ET AL. 

TOBY DOUGLAS, DIRECTOR, CALIFORNIA DEPARTMENT OF HEALTH CARE SERVICES, 

PETITIONER 

10–283 v. 

SANTA ROSA MEMORIAL HOSPITAL ET AL. 

ON WRITS OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE NINTH CIRCUIT 

[February 22, 2012]

 CHIEF JUSTICE ROBERTS, with whom JUSTICE SCALIA, 

JUSTICE THOMAS, and JUSTICE ALITO join, dissenting. 

The Medicaid Act established a collaborative federalstate program to assist the poor, elderly, and disabled in

obtaining medical care. The Act is Spending Clause legis-
 

 

 

2 DOUGLAS v. INDEPENDENT LIVING CENTER OF

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ROBERTS, C. J., dissenting 

lation; in exchange for federal funds a State agrees to 

abide by specified rules in implementing the program. 

One of those rules is set forth in §30(A) of the Act, which

requires States to meet particular criteria in establishing

Medicaid reimbursement rates for those providing services

under the Act. 42 U. S. C. §1396a(a)(30)(A). In 2008 and 

2009, California enacted legislation reducing the rates at 

which it would compensate some providers. Certain providers and individuals receiving Medicaid benefits thought

the new reimbursement rates did not comply with the

criteria set forth in §30(A). They sued the State to prevent

the new rates from going into effect.

But those plaintiffs faced a significant problem: Nothing 

in the Medicaid Act allows providers or beneficiaries

(or anyone else, for that matter) to sue to enforce §30(A).

The Act instead vests responsibility for enforcement

with a federal agency, the Centers for Medicare & Medicaid

Services (CMS). See, e.g., 42 U. S. C. §1316(a)(1). That is 

settled law in the Ninth Circuit. See Sanchez v. Johnson, 

416 F. 3d 1051, 1058–1062 (2005) (“[T]he flexible, administrative standards embodied in [§30(A)] do not reflect a 

Congressional intent to provide a private remedy for their 

violation”). And it is the law in virtually every other circuit as well. See, e.g., Long Term Care Pharmacy Alliance v. Ferguson, 362 F. 3d 50, 57–59 (CA1 2004) (holding 

that it would be inconsistent with this Court’s precedent to 

find that §30(A) creates rights enforceable by private

parties). The respondents have never argued the contrary.

Thus, as this case comes to us, the federal rule is that 

Medicaid reimbursement rates must meet certain criteria, 

but private parties have no statutory right to sue to enforce those requirements in court. 

The providers and beneficiaries sought to overcome that 

difficulty by arguing that they could proceed against the 

State directly under the Supremacy Clause of the Constitution, even if they could not do so under the Act. They 
 

Cite as: 565 U. S. ____ (2012) 3 

ROBERTS, C. J., dissenting 

contended that the new state reimbursement rates were 

inconsistent with the requirements of §30(A). The Supremacy Clause provides that a federal statute such as

§30(A) preempts contrary state law. Therefore, the providers and beneficiaries claimed, they could sue to enforce 

the Supremacy Clause, which requires striking down the 

state law and giving effect to §30(A). The Ninth Circuit 

agreed with this argument and blocked the new state

reimbursement rates. 

During briefing and argument in this case, the parties 

have debated broad questions, such as whether and when

constitutional provisions as a general matter are directly

enforceable. It is not necessary to consider these larger 

issues. It is not even necessary to decide whether the

Supremacy Clause can ever provide a private cause of 

action. The question presented in the certiorari petitions

is narrow: “Whether Medicaid recipients and providers 

may maintain a cause of action under the Supremacy 

Clause to enforce [§30(A)] by asserting that the provision

preempts a state law reducing reimbursement rates.” To 

decide this case, it is enough to conclude that the Supremacy Clause does not provide a cause of action to enforce

the requirements of §30(A) when Congress, in establishing 

those requirements, elected not to provide such a cause of 

action in the statute itself. 

The Supremacy Clause operates differently than other 

constitutional provisions. For example, if Congress says in 

a law that certain provisions do not give rise to a taking

without just compensation, that obviously does not resolve 

a claim under the Takings Clause that they do. The Supremacy Clause, on the other hand, is “not a source of any 

federal rights.” Chapman v. Houston Welfare Rights 

Organization, 441 U. S. 600, 613 (1979); accord, Dennis v. 

Higgins, 498 U. S. 439, 450 (1991) (contrasting, in this

regard, the Supremacy Clause and the Commerce Clause). 

The purpose of the Supremacy Clause is instead to ensure 
 

 

4 DOUGLAS v. INDEPENDENT LIVING CENTER OF

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ROBERTS, C. J., dissenting
 

that, in a conflict with state law, whatever Congress says 

goes. See The Federalist, No. 33, p. 205 (C. Rossiter ed.

1961) (A. Hamilton) (the Supremacy Clause “only declares

a truth which flows immediately and necessarily from the 

institution of a federal government”). 

Thus, if Congress does not intend for a statute to supply

a cause of action for its enforcement, it makes no sense to 

claim that the Supremacy Clause itself must provide one.

Saying that there is a private right of action under the 

Supremacy Clause would substantively change the federal

rule established by Congress in the Medicaid Act. That is 

not a proper role for the Supremacy Clause, which simply 

ensures that the rule established by Congress controls. 

Indeed, to say that there is a federal statutory right 

enforceable under the Supremacy Clause, when there is no 

such right under the pertinent statute itself, would effect 

a complete end-run around this Court’s implied right of

action and 42 U. S. C. §1983 jurisprudence. We have emphasized that “where the text and structure of a statute

provide no indication that Congress intends to create

new individual rights, there is no basis for a private suit,

whether under §1983 or under an implied right of action.” 

Gonzaga Univ. v. Doe, 536 U. S. 273, 286 (2002). This 

body of law would serve no purpose if a plaintiff could 

overcome the absence of a statutory right of action simply

by invoking a right of action under the Supremacy Clause 

to the exact same effect. Cf. Astra USA, Inc. v. Santa 

Clara County, 563 U. S. ___, ___ (2011) (slip op., at 7) 

(rejecting contention that contract incorporating statutory

terms could be enforced in private action when statute

itself could not be; “[t]he absence of a private right to 

enforce the statutory ceiling price obligations would be

rendered meaningless if [contracting] entities could overcome that obstacle by suing to enforce the contract’s ceiling price obligations instead”). 

The providers and beneficiaries argue, however, that the 
 

 

Cite as: 565 U. S. ____ (2012) 5 

ROBERTS, C. J., dissenting 

traditional exercise of equity jurisdiction supports finding

a direct cause of action in the Supremacy Clause. This 

contention fails for the same reason. It is a longstanding maxim that “[e]quity follows the law.” 1 J. Pomeroy,

Treatise on Equity Jurisprudence §425 (3d ed. 1905). A 

court of equity may not “create a remedy in violation of 

law, or even without the authority of law.” Rees v. Watertown, 19 Wall. 107, 122 (1874). Here the law established 

by Congress is that there is no remedy available to private 

parties to enforce the federal rules against the State. For 

a court to reach a contrary conclusion under its general 

equitable powers would raise the most serious concerns

regarding both the separation of powers (Congress, not

the Judiciary, decides whether there is a private right of 

action to enforce a federal statute) and federalism (the

States under the Spending Clause agree only to conditions 

clearly specified by Congress, not any implied on an ad hoc 

basis by the courts).

This is not to say that federal courts lack equitable 

powers to enforce the supremacy of federal law when such 

action gives effect to the federal rule, rather than contravening it. The providers and beneficiaries rely heavily 

on cases of this kind, most prominently Ex parte Young, 

209 U. S. 123 (1908). Those cases, however, present quite

different questions involving “the pre-emptive assertion in

equity of a defense that would otherwise have been available in the State’s enforcement proceedings at law.” Virginia Office for Protection and Advocacy v. Stewart, 563 

U. S. ___, ___ (2011) (KENNEDY, J., concurring) (slip op., at 

1). Nothing of that sort is at issue here; the respondents 

are not subject to or threatened with any enforcement 

proceeding like the one in Ex parte Young. They simply

seek a private cause of action Congress chose not to

provide. 
 

 

 

6 DOUGLAS v. INDEPENDENT LIVING CENTER OF

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ROBERTS, C. J., dissenting
 

* * * 

The Court decides not to decide the question on which

we granted certiorari but instead to send the cases back to

the Court of Appeals, because of the recent action by CMS

approving California’s new reimbursement rates. But the 

CMS approvals have no impact on the question before this

Court. If, as I believe, there is no private right of action 

under the Supremacy Clause to enforce §30(A), that is the

end of the matter. If, on the other hand, the Court believes that there is such a cause of action, but that CMS’s 

recent rate approvals may have an effect on that action

going forward, then the Court should say just that and 

then remand to the Ninth Circuit for consideration of the 

effect of the agency approvals.

I am not sure what a remand without answering the 

preliminary question is meant to accomplish. The majority claims that the agency’s recent action “may change the

[lower courts’] answer” to the question whether the particular state rates violate §30(A). Ante, at 6. But that factspecific question is not the one before us; we chose not to 

grant certiorari on the question whether California’s rates 

complied with §30(A), limiting our grant to the cause of

action question. 562 U. S. ___ (2011). 

The majority also asserts that the lower courts must

“decide whether these cases may proceed directly under

the Supremacy Clause now that the agency has acted.” 

Ante, at 8. The majority contends that the parties have 

not “fully argued this question.” Ibid. But the agency

proceedings that ultimately led to the CMS approvals

were well underway when this Court granted certiorari.

The parties debated the import of the parallel administrative proceedings in their initial briefs and at oral argument. See, e.g., Brief for Petitioner 28–29 (“Private

lawsuits . . . interfere with . . . CMS’s own enforcement 

procedures,” as is “vividly demonstrated in the present

cases”); Brief for Respondents Santa Rosa Memorial Hos-
 

 

Cite as: 565 U. S. ____ (2012) 7 

ROBERTS, C. J., dissenting 

pital et al. in No.10–283, p. 46 (“This case vividly illustrates why the [administrative] enforcement scheme . . . 

cannot substitute for a constitutional preemption claim”).

No party—nor the United States as amicus curiae— 

argued that any action by CMS would affect the answer to 

the question we granted certiorari to review. See, e.g., Tr. 

of Oral Arg. 53–54 (counsel for respondents) (arguing that,

“to be sure,” there would be a cause of action under the 

Supremacy Clause even after the agency took action on

the challenged rates).

Once the CMS approvals were issued, this Court directed the parties to file supplemental briefs to address

“the effect, if any, of the [CMS approvals] on the proper

disposition of this case.” 565 U. S. ___ (2011). Again, no

one argued on supplemental briefing that the CMS approvals affected the answer to the question before this

Court. See, e.g., Supp. Letter Brief for Certain Respondents 6 (“The CMS findings do not directly resolve whether

the Constitution supports a right of action”); Supp. Letter

Brief for Petitioner 6 (agreeing that “if a preemption cause

of action may be stated here against the State, [CMS] 

approval may affect its merits but not its existence”). It 

seems odd, then, to claim that the parties have not had the 

opportunity to fully address the impact of the agency

action on the question that we granted certiorari to review: whether the Ninth Circuit correctly recognized a

private cause of action under the Supremacy Clause to

enforce §30(A).

So what is the Court of Appeals to do on remand? It 

could change its view and decide that there is no cause of

action directly under the Supremacy Clause to enforce 

§30(A). The majority itself provides a compelling list of 

reasons for such a result: “The Medicaid Act commits to 

the federal agency the power to administer a federal program”; “the agency is comparatively expert in the statute’s 

subject matter”; “the language of the particular provision 
 

 

8 DOUGLAS v. INDEPENDENT LIVING CENTER OF

 SOUTHERN CAL., INC. 

ROBERTS, C. J., dissenting
 

at issue here is broad and general, suggesting that the 

agency’s expertise is relevant”; and APA review would

provide “an authoritative judicial determination.” Ante, at 

6–7. Allowing for both Supremacy Clause actions and 

agency enforcement “threatens potential inconsistency or

confusion,” and imperils “the uniformity that Congress

intended by centralizing administration of the federal 

program in the agency.” Ante, at 7–8; see Gonzaga, 536 

U. S., at 291–293 (BREYER, J., concurring in judgment) 

(explaining that Congress often means to preclude a private right of action in statutes where it employs an administrative enforcement scheme that achieves “expertise, 

uniformity, widespread consultation, and resulting administrative guidance,” while “avoid[ing] the comparative risk

of inconsistent interpretations and misincentives that can

arise out of an occasional inappropriate application of the 

statute in a private action for damages”).

The majority acknowledges, in light of all this, that the 

Supremacy Clause challenge appears “at best redundant,” 

and that “continuation of the action in that form would 

seem to be inefficient.” Ante, at 8. Still, according to the

majority, the Court of Appeals on remand could determine 

that the Supremacy Clause action may be brought but 

then must abate “now that the agency has acted,” ibid.— 

as everyone knew the agency would. A Court concerned 

with “inefficien[cy]” should not find that result very palatable, and the majority cites no precedent for a cause of 

action that fades away once a federal agency has acted.

Such a scenario would also create a bizarre rush to the 

courthouse, as litigants seek to file and have their Supremacy Clause causes of action decided before the agency 

has time to arrive at final agency action reviewable in 

court. 

Or perhaps the suits should continue in a different 

“form,” by which I understand the Court to suggest that

they should morph into APA actions. The APA judicial 
 

 

Cite as: 565 U. S. ____ (2012) 9 

ROBERTS, C. J., dissenting 

review provisions, however, seem to stand in the way of 

such a transformation. To convert the litigation into an 

APA suit, the current defendant (the State) would need to 

be dismissed and the agency (which is not currently a 

party at all) would have to be sued in its stead. 5 U. S. C. 

§§701–706. Given that APA actions also feature—among 

other things—different standards of review, different

records, and different potential remedies, it is difficult to

see what would be left of the original Supremacy Clause 

suit. Or, again, why one should have been permitted in 

the first place, when agency review was provided by statute, and the parties were able to and did participate fully 

in that process.

I would dispel all these difficulties by simply holding 

what the logic of the majority’s own opinion suggests: 

When Congress did not intend to provide a private right of

action to enforce a statute enacted under the Spending 

Clause, the Supremacy Clause does not supply one of its 

own force. The Ninth Circuit’s decisions to the contrary

should be reversed.