Sheet Metal Workers Local No. 20 Welfare and Benefit Fund et al v. CVS Health Corporation

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
SHEET METAL WORKERS LOCAL
NO. 20 WELFARE AND BENEFIT
FUND; and INDIANA CARPENTERS
WELFARE FUND,
on behalf of
themselves and all others similarly
situated,
Plaintiffs,
v.
CVS PHARMACY, INC.,
Defendant.
)
)
)
)
)
)
)
)
)
)
)
)
)
)
No. 16-cv-046-JJM-PAS
PLUMBERS WELFARE FUND,
LOCAL 130,
on behalf of itself and all
others similarly situated,
Plaintiff,
v.
CVS PHARMACY, INC.,
Defendant.
)
)
)
)
)
)
)
)
)
)
)
No. 16-cv-447-JJM-PAS
ORDER
I. 	BACKGROUND
Earlier this month, the Court entered an order (i.e., “the February 3rd Order”)
that had the effect of dismissing the claims of some class member Plaintiffs in this
class action lawsuit, while also allowing the claims of other class member Plaintiffs
Case 1:16-cv-00046-JJM-PAS Document 299 Filed 02/27/26 Page 1 of 9 PageID #:
<pageID>

2
to proceed in federal court. ECF No. 2891 ;
see also Sheet Metal Workers Local No. 20
Welfare & Benefit Fund v. CVS Pharmacy, Inc., Nos. 16-cv-046-JJM-PAS, 16-cv-447-
JJM-PAS, 2026 WL 278704 (D.R.I. Feb. 3, 2026).
To be more specific, the Court found that Defendant CVS Pharmacy, Inc.
(“CVS”) was entitled to nonsignatory enforcement of Plaintiffs’ delegated arbitration
agreements that were governed by the law of states that apply the “rely on” and/or
“concerted misconduct” tests for equitable estoppel. 	ECF No. 289 at 19-26. 	These
states 	include 	Arizona, 	California, 	Delaware, 	Florida, 	Georgia, 	Hawaii, 	Iowa,
Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Missouri,
Nevada, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South
Dakota, Tennessee, Texas, Utah, Virginia, Washington, and West Virginia, as well
as the District of Columbia.
	Id. at 29. The Court labeled these claims as “Category
1 Claims,” and the Category 1 Claims were dismissed from this lawsuit.
Id. at 26.
However, the Court found that CVS was
not entitled to arbitrate the claims of
Plaintiffs with delegated arbitration agreements governed by the law of states that
either apply the “detrimental reliance” test for equitable estoppel, or that require
arbitration agreements to contain language broad enough to encompass claims
against nonsignatories.
Id. at 28-29. These states include Colorado, Illinois, Indiana,
New Jersey, Oregon, and Wisconsin.
	Id. at 29. 	The Court labeled these claims as
1 All ECF Nos. in this order correspond with the lead case number, No. 16-cv-
046-JJM-PAS.
Case 1:16-cv-00046-JJM-PAS Document 299 Filed 02/27/26 Page 2 of 9 PageID #:
<pageID>

3
“Category 2 Claims,” and the Category 2 Claims were allowed to proceed in federal
court.
Id.
CVS has now moved for limited reconsideration of the February 3rd Order.
ECF No. 297. Specifically, CVS contends that the Court erroneously concluded that
Wisconsin applies the “detrimental reliance” test for equitable estoppel, and that the
proper test under Wisconsin law is the “rely on” test.
	Id. at 1-2. 	According to CVS,
the claims governed by Wisconsin law should have been treated as Category 1 Claims
and dismissed from this class action, as opposed to being classified as Category 2
Claims and permitted to proceed in federal court.
Id. at 1. Plaintiffs object to CVS’s
motion for limited reconsideration.
See ECF No. 298.
II. 	DISCUSSION
A. 	Legal Standard
A court may “alter or amend a judgment” under Rule 59(e) of the Federal Rules
of Civil Procedure. Fed. R. Civ. P. 59(e). As the First Circuit has explained, an order
denying a party’s motion to compel arbitration is properly brought under Rule 59(e)
because it is an “order from which an appeal lies.”
Marie v. Allied Home Mortg. Corp.,
402 F.3d 1, 7 (1st Cir. 2005) (quoting Fed. R. Civ. P. 54(a)).
In considering a Rule 59(e) motion, a court must exercise “considerable
circumspection” because granting such a motion “is an extraordinary remedy and
should be employed sparingly.”
Ira Green, Inc. v. Mil. Sales & Serv. Co., 775 F.3d 12,
28 (1st Cir. 2014) (citing
Palmer v. Champion Mortg., 465 F.3d 24, 30 (1st Cir. 2006)).
Relief is to be granted “only when ‘the original judgment evidenced a manifest error
Case 1:16-cv-00046-JJM-PAS Document 299 Filed 02/27/26 Page 3 of 9 PageID #:
<pageID>

4
of law, if there is newly discovered evidence, or in certain other narrow situations.’”
Biltcliffe v. CitiMortgage, Inc., 772 F.3d 925, 930 (1st Cir. 2014) (quoting
Global Naps,
Inc. v. Verizon New England, Inc., 489 F.3d 13, 25 (1st Cir. 2007)).
B. 	Whether 	Wisconsin 	Applies 	the 	“Rely 	On” 	Test 	or 	“Detrimental
Reliance” Test for Equitable Estoppel
CVS requests that this Court reconsider its prior decision, which concluded
that Wisconsin applies the “detrimental reliance” test for equitable estoppel as
opposed to the “rely on” test.
	See ECF No. 297 at 27-28. CVS argues that the Court
“manifestly erred” in making this decision. ECF No. 297 at 4-5. The Court disagrees.
In its February 3rd Order, the Court found that Wisconsin employs the
“detrimental reliance” test based on its reading of two federal court cases applying
Wisconsin law. ECF No. 289 at 27-28 (citing
Pagan v. Integrity Sol. Servs., Inc., 42
F. Supp. 3d 932, 934 (E.D. Wis. 2014);
Scheurer v. Fromm Fam. Foods LLC, 863 F.3d
748, 753 (7th Cir. 2017)). 	These cases were decided in 2014 and 2017, respectively,
and CVS concedes that they each concluded that “equitable estoppel, in general,
under Wisconsin law requires detrimental reliance.” 	ECF No. 297 at 2-3 (citing
Pagan, 42 F. Supp. 3d at 934;
Scheurer, 863 F.3d at 753).
However, CVS claims that a more recent 2021 decision by the Wisconsin Court
of Appeals concluded that Wisconsin applies the “rely on” test for equitable estoppel.
Id. at 3 (citing
Mayer v. Soik, No. 2020AP199, 2021 WL 3073073 (Wis. Ct. App. July
21, 2021)). 	According to CVS, the court “adopted the ‘rely on’ test for equitable
estoppel when it held that a nonsignatory was entitled to invoke an arbitration
agreement, where the claims were ‘intimately founded in and intertwined with the
Case 1:16-cv-00046-JJM-PAS Document 299 Filed 02/27/26 Page 4 of 9 PageID #:
<pageID>

5
[signatories’] contractual obligations.’”2
	Id. (quoting
Mayer, 2021 WL 3073073, at
*12). It is CVS’s contention that this Court erred by failing to find this decision to be
persuasive authority.
Id. at 4.
As a preliminary matter, the Supreme Court has instructed courts to apply
state law contract principles in deciding whether a party is bound by an arbitration
agreement.
Arthur Andersen LLP v. Carlisle, 556 U.S. 624, 630 (2009). As such, for
the claims of Plaintiffs that are governed by Wisconsin law, the Court must apply
Wisconsin law, including the state’s doctrine of equitable estoppel.
Admittedly, there are very few cases addressing whether, under Wisconsin
law, a nonsignatory to an arbitration agreement is entitled to compel arbitration
under a theory of equitable estoppel. The Wisconsin Supreme Court has yet to take
up this precise issue. 	The Wisconsin Supreme Court has, however, set forth the
state’s “four elements of equitable estoppel: (1) action or non-action; (2) on the part of
one against whom estoppel is asserted; (3) which induces reasonable reliance thereon
by the other, either in action or non-action; (4)
which is to the relying party’s
2 This specific type of equitable estoppel is referred to as “intertwined claims
estoppel,” which is a species of the “rely on” test. 	Intertwined claims estoppel looks
to whether “the issues the nonsignatory is seeking to resolve in arbitration are
intertwined with the agreement that the estopped party has signed.”
InterGen N.V.
v. Grina, 344 F.3d 134, 145 (1st Cir. 2003) (quoting
Thomson-CSF, S.A. v. Am. Arb.
Ass’n, 64 F.3d 773, 779 (2d Cir. 1995)). 	This is the approach used under federal
common law,
see Sourcing Unlimited, Inc. v. Asimco Int’l, Inc., 526 F.3d 38, 46-47
(1st Cir. 2008), which differs from the “detrimental reliance” test employed by some
of the states.
See, e.g.,
Santich v. VCG Holding Corp., 443 P.3d 62, 63-65 (Colo. 2019);
Ervin v. Nokia, Inc., 812 N.E.2d 534, 541 (Ill. App. Ct. 2004);
Doe v. Carmel Operator,
LLC, 160 N.E.3d 518, 525 (Ind. 2021);
Hirsch v. Amper Fin. Servs., LLC, 71 A.3d 849,
858 (N.J. 2013).
Case 1:16-cv-00046-JJM-PAS Document 299 Filed 02/27/26 Page 5 of 9 PageID #:
<pageID>

6
detriment.”
Affordable Erecting, Inc. v. Neosho Trompler, Inc., 715 N.W.2d 620, 628
(Wis. 2006) (emphasis added).
Based on this ruling in
	Affordable Erecting, the federal court in
	Pagan
interpreted Wisconsin law to include detrimental reliance as a necessary element of
equitable estoppel in the nonsignatory enforcement context. 	42 F. Supp. 3d at 934.
In
Scheurer, the Seventh Circuit took this analysis one step further. That court held
that, 	not 	only 	does 	Wisconsin 	employ 	detrimental 	reliance 	in 	the 	context 	of
nonsignatory enforcement, but that the Wisconsin Supreme Court has—in other
contexts—“rejected equitable estoppel claims when the party seeking to apply
estoppel 	could 	not 	show 	specific 	facts 	supporting 	reasonable 	and 	detrimental
reliance.”
	Scheurer, 863 F.3d at 753 (citing
Parsons v. Associated Banc-Corp., 893
N.W.2d 212, 224 (Wis. 2017)). The Court found this to be persuasive authority as to
how the Wisconsin Supreme Court might come out on the issue.
CVS essentially argues that all of the previous courts that have decided the
issue got it wrong and that the
Mayer court is the one that got it right. 	There are
several reasons why this Court is unconvinced. 	First, since
Mayer was decided,
several courts have cast doubt on that decision. 	In 2022, the Ninth Circuit, in an
opinion 	interpreting 	Wisconsin 	law, 	noted 	that
	Mayer 	is 	an 	unpublished,
nonauthoritative case.
	See Wolff v. Tomahawk Mfg., No. 22-35145, 2022 WL
17749271, at *1 (9th Cir. Dec. 19, 2022).
Then, just a few months ago, the U.S. District Court for the Eastern District of
Wisconsin cast further doubt on
Mayer.
	See Harper v. TCC Wireless, LLC, No. 25-
Case 1:16-cv-00046-JJM-PAS Document 299 Filed 02/27/26 Page 6 of 9 PageID #:
<pageID>

7
CV-686, --- F. Supp. 3d ----, 2025 WL 3215636, at *8 (E.D. Wis. Nov. 18, 2025). 	As
that court observed, the unpublished decision in
Mayer “is not afforded precedential
weight even in Wisconsin courts.”
	Id. at 8 (citing Wis. Stat. § 809.23(3)(b)).3 	The
Harper court continued:
[Defendant] contends that the equitable estoppel analysis that the
Wisconsin Court of Appeals “applied in
Mayer is similar if not identical
to the intertwined-claims estoppe[l] under Texas law as applied by the
Fifth Circuit.” 	That assertion tends to overstate the court’s holding in
Mayer.
***
The court of appeals’ decision in
Mayer does not represent a broad
endorsement of intertwined claims estoppel. 	At best, it can be read as
surveying the law on the matter and concluding that under the specific
facts of that case, it was appropriate to hold that an agreement to
arbitrate with a corporation applied to a claim against a corporate
officer. This is consistent with the general view that application of this
species of estoppel depends heavily on the facts.
Id. at 7-8 (internal citations omitted). In other words,
Mayer can hardly be construed
as an acceptance of intertwined claims estoppel and a rejection of detrimental
reliance by the Wisconsin courts.
Indeed, 	in 	other 	cases 	involving 	both 	claims 	of 	equitable 	estoppel 	and
arbitration, Wisconsin courts have specifically included the detrimental reliance
element in their analysis.
	See, e.g.,
Milas v. Labor Ass’n of Wis., Inc., 571 N.W.2d
656, 660-661 (Wis. 1997) (analyzing whether party was equitably estopped by its
participation in arbitration process from bringing challenge to arbitrator’s decision
3 Plaintiffs make the same observation in their objection to CVS’s Motion for
Reconsideration.
	See ECF No. 298 at 2 (“Wisconsin law explicitly dictates that ‘[a]
court need not distinguish or otherwise discuss an unpublished opinion and a party
has no duty to research or cite it.’” (quoting Wis. Stat. § 809.23(3)).
Case 1:16-cv-00046-JJM-PAS Document 299 Filed 02/27/26 Page 7 of 9 PageID #:
<pageID>

8
and including “detrimental reliance” as part of that analysis);
Marlowe v. IDS Prop.
Cas. Ins. Co., 811 N.W.2d 894, 896 n.3 (Wis. Ct. App. 2012),
aff’d, 828 N.W.2d 812
(Wis. 2013) (declining to consider defendant’s argument that plaintiff was equitably
estopped from contesting arbitration panel’s authority because defendant had failed
to address, among other things, the detrimental reliance element of equitable
estoppel in its briefing). These cases, unlike
Mayer, are both published and binding
upon the Wisconsin lower courts.
Finally, CVS points out that this Court previously relied on an Illinois
intermediate appellate court decision in predicting that the Illinois Supreme Court
would adopt the detrimental reliance test for equitable estoppel. ECF No. 297 at 4;
see ECF No. 289 at 27 n.25. 	CVS argues that the Court should similarly rely on
Mayer, an intermediate appellate court decision.
The two situations are readily distinguishable. 	First, the Appellate Court of
Illinois opinion that this Court relied on is both published and authoritative,
see
Ervin v. Nokia, Inc., 812 N.E.2d 534 (Ill. App. Ct. 2004); again,
Mayer is neither. And
second, as this Court noted before, the Seventh Circuit has stated in a decision
interpreting 	Illinois 	law 	that 	“the 	Illinois 	Supreme 	Court 	has 	reaffirmed 	its
longstanding detrimental reliance standard in equitable estoppel claims…. We
hardly need to predict where it stands.”
	Sosa v. Onfido, Inc., 8 F.4th 631, 641 (7th
Cir. 2021) (citing
In re Scarlett Z.-D., 28 N.E.3d 776, 785 (Ill. 2015)). So too here: in
its opinion concluding that detrimental reliance applies under Wisconsin law, the
Seventh 	Circuit 	cited 	various 	Wisconsin 	Supreme 	Court 	decisions, 	essentially
Case 1:16-cv-00046-JJM-PAS Document 299 Filed 02/27/26 Page 8 of 9 PageID #:
<pageID>

9
reaffirming that court’s longstanding detrimental reliance standard in equitable
estoppel claims.
	See Scheurer, 863 F.3d at 753 (citing
Parsons, 893 N.W.2d at 224;
Affordable Erecting, 715 N.W.2d at 629-30).
To be sure, the First Circuit has endorsed the following of “the decisions of
state intermediate appellate courts,” but that is only “
in the absence of convincing
evidence that the state’s highest court would decide otherwise.”
	Torres-Ronda v.
Nationwide Mut. Ins. Co., 18 F.4th 80, 84 (1st Cir. 2021) (emphasis added) (citing
Candelario Del Moral v. UBS Fin. Servs. Inc. of P.R., 699 F.3d 93, 103 n.7 (1st Cir.
2012)). Here, there is substantial evidence upon which to conclude that the Wisconsin
Supreme Court would decide the equitable estoppel issue otherwise.
In short, the Court does not find
Mayer to be persuasive. The Court is instead
satisfied with its earlier determination that the “detrimental reliance” test applies
under Wisconsin law.
III. 	CONCLUSION
For 	the 	foregoing 	reasons, 	the 	Court 	DENIES 	CVS’s 	Motion 	for
Reconsideration of its February 3rd Order. ECF No. 297.
IT IS SO ORDERED.
s/John J. McConnell, Jr.
_________________________________
JOHN J. MCCONNELL, JR.
Chief Judge
United States District Court
February 27, 2026
Case 1:16-cv-00046-JJM-PAS Document 299 Filed 02/27/26 Page 9 of 9 PageID #:
<pageID>