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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

BCBSM, INC., et al., 

Plaintiffs / Counter-Defendants, 

v. 

WALGREEN CO., et al.,

Defendants / Counterclaimants.

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Case No. 1:20-cv-01853

Honorable Virginia M. Kendall

Honorable Sheila M. Finnegan

Consolidated with:

No. 1:20-cv-01929

No. 1:20-cv-03332

No. 1:20-cv-04738

No. 1:20-cv-04940

No. 1:22-cv-01362

WALGREEN CO. & WALGREENS 

BOOTS ALLIANCE, INC.,

Third-Party Plaintiffs,

v.

PRIME THERAPEUTICS LLC,

Third-Party Defendant.

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DEFENDANTS’ UNOPPOSED MOTION TO COORDINATE AND EXPAND THE 

TIME FOR BRIEFING ON TWO MOTIONS TO SEVER CLAIMS (DKT 285 & 289)

Defendants Walgreen Co. and Walgreens Boots Alliance, Inc. (collectively, 

“Defendants”), through their undersigned attorneys, respectfully move the Court to coordinate 

the briefing and expand the briefing schedules for two distinct pending motions brought by 

different groups of Plaintiffs: (1) Plaintiffs CareFirst of Maryland, Inc.; Group Hospitalization 

and Medical Services, Inc.; CareFirst BlueChoice, Inc.; Blue Cross and Blue Shield of South 

Carolina and BlueChoice HealthPlan of South Carolina, Inc.; Louisiana Health Service & 

Indemnity Company d/b/a/ Blue Cross and Blue Shield of Louisiana; and HMO Louisiana, Inc.’s 

Case: 1:20-cv-01853 Document #: 291 Filed: 06/16/22 Page 1 of 7 PageID #:6527
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(collectively, the “CareFirst Plaintiffs”) Motion for Leave to Sever and Amend the Underlying 

Actions and Response to Defendants’ Motion to Dismiss [Dkt. 289], and (2) the original 

Plaintiffs’ (“Original Plaintiffs”) Motion to Sever and Stay the Counterclaim [Dkt. 285], who are 

represented by Crowell & Moring and Holland & Knight. Defendants respectfully request, 

pursuant to Federal Rule of Civil Procedure 6(b), that the Court (a) reset the deadline for 

Defendants to file oppositions to both motions by July 7, 2022, and (b) set a deadline for 

Plaintiffs to file replies supporting the motions by July 21, 2022.

In support of this motion, Defendants rely on all pleadings and papers of record to date 

and further state: 

I. BACKGROUND

A. CareFirst Plaintiffs’ Motion for Leave to Sever and Amend the Complaint 

and Response to Defendants’ Motion to Dismiss

1. The recently-added CareFirst Plaintiffs filed their complaint against Defendants 

on March 15, 2022, in the matter captioned CareFirst of Maryland, Inc., et al. v. Walgreen Co., 

et al., No. 1:22-cv-1362 (N.D. Ill.) [No. 1:22-cv-1362, Dkt. 1]. The CareFirst Plaintiffs’ current 

complaint asserts substantially the same claims and factual allegations as those asserted by 

earlier Plaintiffs in this case, No. 1:20-cv-1853.

2. On March 31, 2022, the CareFirst Plaintiffs moved to consolidate their case, No. 

1:22-cv-1362, with this case, No. 1:20-cv-1853 [Dkt. 243]. The Court granted the motion on 

April 11, 2022 [see Dkt. 251, 272].

3. On May 16, 2022, Defendants moved to dismiss the CareFirst Plaintiffs’ 

complaint for lack of federal subject matter jurisdiction [Dkt. 267]. Defendants argue that one of 

the CareFirst Plaintiffs—Group Hospitalization and Medical Services, Inc. (“GHMSI”)—is a 

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federally chartered corporation that is “stateless” as a matter of law and thus non-diverse, 

negating the only basis for the Court’s jurisdiction asserted in the CareFirst Plaintiffs’ pleading. 

4. On June 9, 2022, the CareFirst Plaintiffs filed a Response to Defendants’ Motion 

to Dismiss and Motion for Leave to Sever and Amend the Underlying Actions [Dkt. 289]. The 

CareFirst Plaintiffs ask the Court to sever No. 1:22-cv-1362 into two separate cases: one 

brought by the CareFirst Plaintiffs located in South Carolina and Louisiana, and another brought 

by the remaining CareFirst Plaintiffs. The CareFirst Plaintiffs also request leave to file two new 

complaints: one for the South Carolina and Louisiana Plaintiffs asserting substantially the same 

claims and allegations as the operative complaint in No. 1:20-cv-1853, and another for the 

remaining CareFirst Plaintiffs adding new claims under the Racketeer Influenced and Corrupt 

Organizations Act, 18 U.S.C. § 1961, et seq. The CareFirst Plaintiffs suggest that the two cases 

should then be reconsolidated with No. 1:20-cv-1853 for pretrial purposes [see Dkt. 289 at 2 

n.1]. Defendants oppose the requested relief.

5. On June 13, 2022, the Court set a deadline of June 27, 2022, for Defendants to 

respond to the CareFirst Plaintiffs’ motion for leave to sever and amend, and a deadline of July 

6, 2022, for the CareFirst Plaintiffs to file any reply [Dkt. 290].

B. Original Plaintiffs’ Motion to Sever and Stay the Counterclaim

6. On July 26, 2021, Defendant Walgreen Co. filed a counterclaim against the 

Original Plaintiffs [Dkt. 148]. The counterclaim asserts that the Original Plaintiffs have aided 

and abetted breaches, by their counsel at Crowell & Moring LLP, of Crowell’s fiduciary duties 

to Walgreen Co., Crowell’s former client.

7. On September 7, 2021, Original Plaintiffs / Counter-Defendants filed a motion to 

dismiss the counterclaim [Dkt. 187].

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8. The Court denied Original Plaintiffs’ motion to dismiss on February 9, 2022 [Dkt. 

217].

9. On June 7, 2022, Original Plaintiffs filed their Motion to Sever and Stay the 

Counterclaim [Dkt. 285]. Defendants object to the requested relief.

10. On June 9, 2022, the Court set a deadline of June 23, 2022, for Defendants to 

respond to Original Plaintiffs’ motion to sever, and a deadline of June 30, 2022, for Original 

Plaintiffs to file any replies supporting their motion [Dkt. 288].

II. REQUEST FOR RELIEF

11. Defendants respectfully request that the Court coordinate and reset their deadlines

to respond to Plaintiffs’ two motions to sever [Dkt. 285, 289] to July 7, 2022. 

12. Defendants also respectfully request that the Court set Plaintiffs’ deadline to file 

any replies supporting their motions to July 21, 2022.

13. Defendants request this extension in part due to the current travel and pretrial 

schedule of Jeffrey Bushofsky, lead defense counsel in the case. Bushofsky represents one of the 

main defendants in the In re Willowbrook Ethylene Oxide (Sterigenics) mass tort litigation, 

pending in the Circuit Court of Cook County. The bellwether case in that matter is in final 

pretrial proceedings and set to begin trial on July 19. The other senior litigator representing 

Defendants, Charles Zagnoli, just completed a trial in Texas this week and can now turn to 

Plaintiffs’ motions.

14. Counsel for the parties conferred by email regarding the substance of this Motion. 

Plaintiffs (including the Original Plaintiffs and CareFirst Plaintiffs) do not oppose the relief 

requested herein.

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15. Defendants request this relief in good faith, for good cause, in the interest of 

justice, and not for an impermissible purpose or delay. 

16. This Motion represents Defendants’ first request for an extension of their 

response deadlines.

17. In compliance with the Court’s Third Amended General Order 21-0027, which 

suspends Local Rule 5.3(b), Defendants have not noticed this motion for presentment.

WHEREFORE, Defendants respectfully request that the Court enter an order:

a. Resetting Defendants’ deadline to respond to the CareFirst Plaintiffs’ Motion for 

Leave to Sever and Amend the Underlying Actions [Dkt. 289] to July 7, 2022;

b. Setting the CareFirst Plaintiffs’ deadline to file any reply supporting their Motion 

for Leave to Sever and Amend the Underlying Actions [Dkt. 289] to July 21, 

2022;

c. Resetting Defendants’ deadline to respond to Original Plaintiffs’ Motion to Sever 

and Stay the Counterclaim [Dkt. 285] to July 7, 2022;

d. Setting Original Plaintiffs’ deadline to file any replies supporting their Motion to 

Sever and Stay the Counterclaim [Dkt. 285] to July 21, 2022; and

e. Granting such other and further relief as this Court deems just and proper.

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Dated: June 16, 2022 Respectfully submitted,

By: /s/ Jeffrey J. Bushofsky

Laura G. Hoey

Jeffrey J. Bushofsky

Charles D. Zagnoli

ROPES & GRAY LLP

191 N. Wacker Drive

32nd Floor

Chicago, IL 60606

Telephone: (312) 845-1200

Facsimile: (312) 845-5522

Laura.Hoey@ropesgray.com

Jeffrey.Bushofsky@ropesgray.com

Charles.Zagnoli@ropesgray.com

Attorney for Defendant / Counterclaimant 

Walgreen Co. & Defendant Walgreens Boots 

Alliance, Inc.

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CERTIFICATE OF SERVICE

I, Charles D. Zagnoli, hereby certify that the foregoing document was electronically filed 

on June 16, 2022, and will be served electronically via the Court’s ECF Notice system upon all 

registered counsel of record.

 /s/ Charles D. Zagnoli

Charles D. Zagnoli

ROPES & GRAY LLP

191 N. Wacker Dr.

32nd Floor

Chicago, IL 60606

Telephone: (312) 845-1200

Facsimile: (312) 845-5522

Charles.Zagnoli@ropesgray.com

Attorney for Defendant / Counterclaimant 

Walgreen Co. & Defendant Walgreens 

Boots Alliance, Inc.

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