In the

    United States Court of Appeals
                For the Seventh Circuit
                    ____________________
No. 21-2325
SAINT ANTHONY HOSPITAL,
                                               Plaintiff-Appellant,
                                v.

ELIZABETH M. WHITEHORN, in her official capacity
as Director of the Illinois Department of
Healthcare and Family Services,
                                          Defendant-Appellee,

                               and

MERIDIAN HEALTH PLAN OF ILLINOIS, INC., et al.,
                          Intervening Defendants-Appellees.
                    ____________________

        Appeal from the United States District Court for the
           Northern District of Illinois, Eastern Division.
      On Remand from the Supreme Court of the United States.
           No. 1:20-cv-02561 — Steven C. Seeger, Judge.
                    ____________________

   ARGUED NOVEMBER 7, 2024 — DECIDED MARCH 14, 2025
               ____________________
2                                                             No. 21-2325

   Before SYKES, Chief Judge, and EASTERBROOK, HAMILTON,
BRENNAN, SCUDDER, ST. EVE, KIRSCH, JACKSON-AKIWUMI, LEE,
PRYOR, KOLAR, and MALDONADO, Circuit Judges. *
   BRENNAN, Circuit Judge. Saint Anthony Hospital provides
care to underserved patients on Chicago’s near west side. The
hospital receives much of its funding from Medicaid, the joint
federal-state program that covers health care costs for low-
income individuals. A state receives federal funding in
exchange for overseeing Medicaid within its borders. To help
administer the program, some states contract with managed-
care organizations or “MCOs”—private companies that
coordinate health care services for their enrolled patients.
    Over the years, Illinois has increasingly relied on MCOs to
assist in facilitating the Medicaid program. As MCOs have
taken on a larger role, Saint Anthony says it has received Med-
icaid payments later and later, if at all. The hospital brought
this lawsuit, asserting a right to prompt payment under the
Medicaid Act. Rather than pursue claims against the MCOs,
though, Saint Anthony sued the State of Illinois through its
director of the Department of Healthcare and Family Services.
The issue before us is whether the hospital has a federal right
to prompt payment enforceable under 

against the state. We hold that it does not.
                                      I
    This case comes to us on the state’s motion to dismiss for
failure to state a claim. FED. R. CIV. P. 12(b)(6). We therefore




    * Senior Circuit Judge Hamilton participated in the en banc hearing as

a member of the panel originally assigned to this case. See 

(c).
No. 21-2325                                                   3

“accept as true all of the allegations contained in” Saint An-
thony’s complaint. Ashcroft v. Iqbal, 

 (2009).
                               A
    Saint Anthony Hospital has served the residents of Chi-
cago’s near west side since 1898. The provider qualifies as a
“Safety-Net Hospital,” meaning its patient population con-
sists of mostly low-income individuals. 305 ILCS 5/5-5e.1. The
hospital thus relies on the joint federal-state Medicaid pro-
gram to maintain its charitable operation.
    Medicaid is cooperative federalism at work. See Nasello v.
Eagleson, 

, 601 (7th Cir. 2020). Congress created
the program to aid those who cannot pay for medical services
on their own. 

 et seq. A state that chooses to
participate in Medicaid receives federal funding. In exchange,
it agrees to administer the program and comply with feder-
ally imposed funding conditions. See, e.g., Bontrager v. Ind.
Fam. & Soc. Servs. Admin., 

, 605–06 (7th Cir. 2012).
For instance, a state must provide the federal government
with “a comprehensive written statement … describing the
nature and scope of its Medicaid program and giving assur-
ance that it will be administered in conformity with” the law.

; 42 U.S.C. § 1396a(a). A state that fails to
manage its Medicaid program in accordance with federal law
risks losing its funding. 42 U.S.C. § 1396c.
    For decades, Illinois administered Medicaid primarily
through a fee-for-service program. Under this program, the
state pays for a Medicaid enrollee’s health care costs directly.
For example, when a patient receives care from Saint An-
thony, the hospital submits a claim to the state, and the state
covers the cost. See id. § 1396a(a)(30)(A); see also Midwest
4                                                    No. 21-2325

Emergency Assocs.-Elgin Ltd. v. Harmony Health Plan of Ill., Inc.,

 (Ill. App. Ct. 2008).
    But in 2006, Illinois ushered in a new era of Medicaid ad-
ministration, introducing the managed-care program. That
program involves a middleman: the MCO. The state contracts
with MCOs—again, private companies—to facilitate Medi-
caid. See 42 U.S.C. § 1396u-2. And MCOs enter into separate
contracts with providers to build health care networks. Har-
mony Health Plan, 

. Illinois pays MCOs flat
monthly fees on a per-patient basis. The MCOs in turn agree
to pay the actual medical expenses incurred by patients. Bria
Health Servs., LLC v. Eagleson, 

, 381 (7th Cir. 2020).
So, when Saint Anthony provides care to a patient enrolled in
the managed-care program, it submits a claim to an MCO,
which covers the cost. The MCO both shoulders the risk of
paying claims and accepts the reward of any excess funds it
receives from the state.
    While the fee-for-service and managed-care programs co-
exist, the latter now dominates in Illinois. The state shifted to
managed care both to save money and to improve patient out-
comes. But, as Saint Anthony sees it, the shift has caused noth-
ing but financial stress for providers. The hospital says,
among other things, that MCOs consistently delay making
claim payments. It regularly waits anywhere from 90 days to
two years for a payment to come through. In the interim, the
hospital still must pay its employees and vendors, reducing
cash on hand.
   One might expect Saint Anthony to press claims for
nonpayment against MCOs. Recall, MCOs have independent
contractual relationships with providers. Saint Anthony has
contracts with MCOs, and those contracts contain bargained-
No. 21-2325                                                   5

for arbitration clauses. But rather than resolve its payment is-
sues through arbitration, Saint Anthony sued the state in fed-
eral court.
                               B
    Saint Anthony filed suit under 

, alleging
the state violated its right to receive prompt Medicaid pay-
ments. The hospital derives this supposed right from § 1396u-
2(f) of the Medicaid Act—referred to as the timely payment
provision. The timely payment provision mandates that “[a]
contract” between the state and an MCO require the MCO
“make payment to health care providers … on a timely basis
consistent with the claims payment procedures described in
section 1396a(a)(37)(A)” or some alternative agreed upon by
the MCO and a provider. 42 U.S.C. § 1396u-2(f).
    The timely payment provision expressly incorporates the
procedures housed in § 1396a(a)(37)(A). That provision dic-
tates the payment schedule a state must abide by under the
fee-for-service program. Specifically, 90% of clean claims—
claims where the payor has all the necessary information to
make a payment—must be made within 30 days of receiving
those claims. Id. § 1396a(a)(37)(A). And 99% of clean claims
must be paid within 90 days. Id.
    In its complaint, Saint Anthony alleged the state violated
its right to prompt payment by failing to ensure MCOs com-
ply with the 30-day/90-day payment schedule. It requested
the district court issue a judgment declaring such a violation.
And it sought an injunction that would require the state “to
bring itself into compliance” with the timely payment provi-
sion “by causing each of its MCOs to” abide by the 30-day/90-
day payment schedule.
6                                                            No. 21-2325

    Illinois moved to dismiss Saint Anthony’s complaint un-
der Federal Rule of Civil Procedure 12(b)(6), arguing the
timely payment provision does not contain a right privately
enforceable via § 1983. The district court granted the motion.
In a thorough opinion, it concluded that “the statutory provi-
sions in question do not give rise to a private right of action,
because they do not create rights that are enforceable under
section 1983.”
    Saint Anthony appealed, and this court reversed. Saint An-
thony Hosp. v. Eagleson (Saint Anthony I), 

, 499 (7th
Cir. 2022). The court held “that Saint Anthony … allege[d] a
viable claim for relief under” the timely payment provision
and was thus free to “seek injunctive relief under 

 against the state.” 

. 1 Illinois then filed a peti-
tion for a writ of certiorari in the Supreme Court.
    While the state’s petition was pending, the Supreme Court
issued its opinion in Health & Hospital Corp. of Marion County
v. Talevski, 

 (2023). Its decision expounded on the
analytical framework courts must use to determine whether a
law passed under the Spending Clause, like the Medicaid Act,
creates a § 1983-enforceable right. Given the overlap between
that case and this one, the Supreme Court later granted Illi-
nois’s petition for certiorari, vacated our court’s judgment,



    1 At this earlier stage of the litigation, Saint Anthony argued another

provision of the Medicaid Act also conferred on health care providers
rights enforceable under § 1983—namely, 42 U.S.C. § 1396a(a)(8). But this
court disagreed. Saint Anthony I, 40 F.4th at 515–16. Saint Anthony no
longer pursues that theory. See Saint Anthony Hosp. v. Whitehorn (Saint An-
thony II), 

, 775 n.1 (7th Cir. 2024), reh’g en banc granted and
opinion vacated, No. 21-2325, 

 (7th Cir. July 24, 2024).
No. 21-2325                                                   7

and remanded for reconsideration. Eagleson v. Saint Anthony
Hosp., 

 (2023).
    Upon reconsideration, a divided panel of this court again
reversed the district court’s decision granting the state’s mo-
tion to dismiss. The majority observed that the Supreme
Court’s remand “order call[ed] for further thought, but it
d[id] not necessarily imply that the … previous result should
be changed.” Saint Anthony II, 100 F.4th at 773. To the major-
ity, “[u]nder the standards of Talevski and related precedents,
Saint Anthony” maintained “a viable claim for relief under”
the timely payment provision. Id.
    Illinois then sought review from our full court. Whether a
hospital can sue a state in federal court to obtain relief and
thereby alter the administration of a multibillion-dollar Med-
icaid program is an enormous question. For that reason, we
agreed to hear this case en banc and now hold that § 1396u-
2(f) of the Medicaid Act does not confer a § 1983-enforceable
right on health care providers.
    This case also presents a secondary issue—whether it was
an abuse of discretion for the district court to deny Saint An-
thony’s motion to supplement its complaint—which we
briefly return to at the end of this opinion.
                               II
                               A
    Section 1983 supplies an injured party with a cause of ac-
tion against someone who, acting “under color of” state law,
deprives that party “of any rights, privileges, or immunities
secured by the Constitution and laws” of the United States. 

. The statute is not itself a source of substantive
rights. It “merely provides a mechanism for enforcing
8                                                     No. 21-2325

individual rights” found “elsewhere.” Gonzaga Univ. v. Doe,

 (2002). Section 1983 as we know it originated
in Section 1 of the Civil Rights Act of 1871. Monroe v. Pape, 

, 170–71 (1961). In the aftermath of the Civil War,
Congress passed the Act in response to “the reign of terror
imposed by the Klan upon black citizens and their white sym-
pathizers in the Southern States.” Briscoe v. LaHue, 

 (1983). The law was meant to remedy instances where
“the ineffectiveness of state law enforcement” threatened an
“individual’s federal right to ‘equal protection of the laws.’”

 at 338 (quoting Monroe, 

).
    Given this historical background, litigants have asked the
Supreme Court to limit “laws,” as the term is used in § 1983,
to mean “civil rights or equal protection laws.” Maine v. Thi-
boutot, 

 (1980). On that reading, an individual
could invoke § 1983 to remedy deprivations of rights secured
by only a discrete class of federal laws. But the Supreme Court
has consistently rejected such a narrow interpretation of the
statute. Id. at 4; Talevski, 

. “‘[L]aws,’ as used in
§ 1983, means what it says”—laws. Thiboutot, 

.
Critical for this case, that includes federal laws—like the Med-
icaid Act—passed under Congress’s spending power. Indeed,
the Supreme Court has expressly refused to “rewrite § 1983’s
plain text” by carving out Spending Clause legislation from
the term “laws.” Talevski, 

.
    Still, § 1983 provides a cause of action only for depriva-
tions of “rights, privileges, or immunities.” 

.
Before a party can rely on the enforcement mechanism to vin-
dicate a federally secured right, federal law must actually se-
cure the right. In other words, “[t]o seek redress through
§ 1983, a plaintiff must assert the violation of a federal right,
not merely a violation of federal law.” Gonzaga, 

                                                      9

(quoting Blessing v. Freestone, 

 (1997)) (cleaned
up).
    The Supreme Court’s guidance on how to ascertain
whether a Spending Clause statute creates an enforceable
right has not historically been a “model[] of clarity.” Id. at 278.
Shortly after deciding that § 1983 created a cause of action to
remedy statutory rights violations, Thiboutot, 

, the
Court provided early insight into how Congress must mani-
fest its intent to confer rights via funding statutes. In
Pennhurst State School & Hospital v. Halderman, the Court “in-
sist[ed] that Congress speak with a clear voice.” 

(1981); see also Gonzaga, 

. Clarity is essential, the
Court reasoned, because Spending Clause legislation “is
much in the nature of a contract: in return for federal funds,
the States agree to comply with federally imposed condi-
tions.” Pennhurst, 

. If a state fails to hold up its
end of the bargain, “the typical remedy … is not a private
cause of action” to enforce a right “but rather action by the
Federal Government to terminate funds to the State.” 

.
It follows, then, that if Congress intends to depart from the
typical remedy and grant the atypical remedy—a privately
enforceable right—“it must do so unambiguously.” 

;
Gonzaga, 536 U.S. at 279–80.
    In the four decades after Pennhurst, the Court only twice
identified in Spending Clause statutes rights enforceable un-
der § 1983. Nasello, 977 F.3d at 601; Talevski, 

(Barrett, J., concurring). It held in Wright v. Roanoke Redevelop-
ment & Housing Authority that tenants could enforce a rent
ceiling provision in the Housing Act via § 1983. 

,
429–30 (1987). And in Wilder v. Virgina Hospital Ass’n, the
Court found a right belonging to health care providers in a
reimbursement provision of the Boren Amendment to the
10                                                  No. 21-2325

Medicaid Act. 

, 509–10 (1990). Wright and Wilder
aside, the Court refused numerous invitations to permit
§ 1983 enforcement of federal funding laws. See, e.g., Suter v.
Artist M., 

 (1992); Blessing, 

;
Gonzaga, 

; City of Rancho Palos Verdes v. Abrams,

 (2005).
    Although the Court developed a track record of refusing
to recognize privately enforceable rights, post-Pennhurst case
law progressed in a way that led lower courts to believe a
plaintiff could invoke § 1983 to vindicate “something less than
an unambiguously conferred right.” Gonzaga, 

.
For instance, in Blessing, the Court set out a multifactor test
for evaluating whether a funding statute conferred a right.
520 U.S. at 340–41. “[S]ome courts … interpret[ed] Blessing as
allowing plaintiffs to enforce a statute under § 1983 so long as
the plaintiff f[ell] within the general zone of interest that the
statute [was] intended to protect.” Gonzaga, 

.
That proved problematic to the Court. First, lower courts were
straying from Pennhurst, which imposed a higher hurdle be-
fore a right enforceable via § 1983 could be recognized. Id. at
279–80, 283. And second, courts were under the false impres-
sion that the test for identifying a § 1983-enforceable right was
far less demanding than the test for “creat[ing] rights enforce-
able directly from [a] statute itself under an implied private
right of action.” Id. at 283; see also Alexander v. Sandoval, 

, 286–87 (2001) (explaining the test for determining
whether a statute creates an implied private right of action).
   Recognizing the confusion that had taken root, the Su-
preme Court set out to provide renewed clarity in this area of
the law.
No. 21-2325                                                  11

                               B
    The Court began to offer guidance in Gonzaga. There, it re-
fused to read into the Family Educational Rights and Privacy
Act, 20 U.S.C. § 1232g, an individual right “not to have ‘edu-
cation records’ disclosed to unauthorized persons without [a]
student’s express written consent.” Gonzaga, 

. In doing so, the Court expressly “reject[ed] the notion
that [its] cases permit anything short of an unambiguously
conferred right to support a cause of action brought under
§ 1983.” Id. at 283. It eschewed an approach to identifying
rights based on “a multifactor balancing test” that “pick[s]
and choose[s] which federal requirements may be enforced.”
Id. at 286. Rather, the Court held that Congress can confer a
right in a Spending Clause statute only when the law uses
“explicit rights-creating terms” and is “phrased ‘with an un-
mistakable focus on the benefited class.’” Id. at 284 (emphasis
omitted) (quoting Cannon v. Univ. of Chi., 

(1979)). Even then, the right is only “presumptively enforcea-
ble.” 

 The presumption may be rebutted upon a showing
that Congress intended to preclude § 1983 enforcement—ei-
ther explicitly or implicitly. Id. at 284 n.4.
    Although it cast doubt on some of its earlier decisions, the
Court in Gonzaga did not overrule cases like Wright, Wilder,
and Blessing. So, confusion persisted. For example, courts—
including this one—continued to apply Blessing’s multifactor
test to determine whether a piece of Spending Clause legisla-
tion created individual rights, despite the Supreme Court’s
instructions to take a more focused approach. See, e.g., Saint
Anthony I, 40 F.4th at 503 (invoking the Blessing factors).
   Then came Talevski. At issue there was whether a plaintiff
could invoke § 1983 to enforce certain provisions of the
12                                                    No. 21-2325

Federal Nursing Home Reform Act, 42 U.S.C. § 1396r(c). Be-
fore deciding that question in the affirmative, the Supreme
Court put to rest any doubt that “Gonzaga sets forth [the] es-
tablished method for ascertaining” whether a Spending
Clause law “unambiguous[ly] confer[s]” an enforceable right.
Talevski, 

. All nine Justices agreed on that point.
Id.; see also 

 (Alito, J., dissenting) (agreeing with the
majority that Gonzaga provides the relevant analytical frame-
work). The Court in Talevski responded to the continued con-
fusion among lower courts following Gonzaga with its clearest
articulation to date of the proper analytical framework.
    The test for analyzing whether a Spending Clause statute
contains a right enforceable via a § 1983 private cause of action
is twofold. The first step “sets a demanding bar.” Id. at 180.
Consistent with Gonzaga, courts must rely on “traditional
tools of statutory construction to assess whether Congress has
‘unambiguously conferred’ ‘individual rights upon a class of
beneficiaries’ to which the plaintiff belongs.” Id. at 183
(quoting Gonzaga, 

, 285–86). To overcome this
first obstacle, the statutory provision must be “phrased in
terms of the persons benefited and contain[] rights-creating,
individual-centric language with an unmistakable focus on
the benefited class.” 

 (quoting Gonzaga, 

)
(cleaned up).
    Identifying rights-creating language proves key, as “it is
rights, not the broader or vaguer ‘benefits’ or ‘interests,’ that
may be enforced under the authority of” § 1983. Gonzaga, 

. Individual-centric language is equally paramount,
as Congress needed to have more in mind than a group’s gen-
eral interests. It must have “‘intended to create a federal right’
for the identified class.” Talevski, 

 (quoting Gon-
zaga, 

). Said another way, a party cannot
No. 21-2325                                                                 13

“enforce a statute under § 1983” merely because it “falls
within the general zone of interest that the statute is intended
to protect.” Gonzaga, 

.
    If a court concludes a Spending Clause law “unambigu-
ously secures rights” because it contains the requisite rights-
creating, individual-centric language, those rights are still
only presumptively enforceable under § 1983. Talevski, 

. At step two, a defendant may rebut the presump-
tion. To do so, that party must show Congress either explicitly
or implicitly intended to preclude § 1983 enforcement. Id. As
to the former, Congress may, “of course, expressly forbid
§ 1983’s use.” Id. But Congress can also implicitly preclude
§ 1983 enforcement when a private cause of action under that
statute would be incompatible with “the design of the en-
forcement scheme in the rights-conferring statute.” Id. at 187;
see also City of Rancho Palos Verdes, 

. The Su-
preme Court has explained that the implicit-preclusion “in-
quiry boils down to what Congress intended, as divined from
text and context.” Talevski, 

.
    To be sure, the Supreme Court still has not expressly over-
ruled earlier private rights of action cases like Wright, Wilder,
and Blessing, even though those cases can be read as employ-
ing a less demanding framework.2 See Planned Parenthood S.
Atl. v. Kerr, 

, 166–67 (4th Cir. 2024), cert. granted in
part sub nom. Kerr v. Planned Parenthood, No. 23-1275, 

 (U.S. Dec. 18, 2024); 

 at 170 n.2 (Richardson, J., con-
curring in the judgment). But whatever is left of that earlier

    2 The Supreme Court has expressed, however, considerable doubts

about Wilder in particular. Armstrong v. Exceptional Child Ctr., Inc., 

, 330 n.* (2015) (“[O]ur later opinions plainly repudiate the ready im-
plication of a § 1983 action that Wilder exemplified.”).
14                                                     No. 21-2325

line of cases is largely beside the point. The Court in Talevski
unanimously identified the Gonzaga framework as the proper
method for ascertaining whether Congress conferred a § 1983-
enforceable right in a Spending Clause law. Talevski, 

; see also 

 (Alito, J., dissenting). And it cautioned
against finding enforceable rights “as a matter of course.” See

. After all, “§ 1983 actions are the exception—not the
rule—for violations of Spending Clause statutes.” Id. at 193–
94 (Barrett, J., concurring).
   Heeding the Court’s guidance and caution in Talevski, we
proceed to analyze whether the timely payment provision
creates a § 1983-enforceable right.
                                III
    Saint Anthony submits that § 1396u-2(f) of the Medicaid
Act confers a right on health care providers to receive prompt
Medicaid payments. It argues it can sue Illinois under § 1983
to force the state to remedy systemic violations of that right
perpetrated by MCOs. The state responds that § 1396u-2(f)
creates no such right, and even if it did, Saint Anthony cannot
rely on § 1983 to enforce the right. In the state’s view, a private
right of action would be inconsistent, at Gonzaga’s second
step, with its authority to enforce its contracts with MCOs.
    We review de novo the district court’s decision to dismiss
the hospital’s complaint. Fosnight v. Jones, 

, 921
(7th Cir. 2022). Because the timely payment provision does
not “unambiguously confer individual federal rights” on
health care providers, Saint Anthony cannot overcome the
Gonzaga framework’s demanding first step. Talevski, 

 (emphasis omitted) (citing Gonzaga, 

). We
therefore affirm without reaching the second step.
No. 21-2325                                                  15

                               A
    Our first task is to determine whether the timely payment
provision “contains rights-creating, individual-centric lan-
guage with an unmistakable focus on the benefited class”—
here, health care providers like Saint Anthony. 

 at 183
(quoting Gonzaga, 

) (cleaned up). That pro-
vision reads:
       A contract under section 1396b(m) of this title
       with a medicaid managed care organization
       shall provide that the organization shall make
       payment to health care providers … on a timely
       basis consistent with the claims payment proce-
       dures described in section 1396a(a)(37)(A) of
       this title, unless the health care provider and the
       organization agree to an alternate payment
       schedule … .
42 U.S.C. § 1396u-2(f).
    The provision cross-references § 1396a(a)(37)(A), which
sets forth a default payment schedule that, absent some other
agreement, must be included in a contract between the state
and an MCO. Once included in a contract, the payment sched-
ule requires an MCO to pay providers 90% of clean claims—
again, claims where the MCO has all the information to make
a payment—within 30 days. Id. § 1396a(a)(37)(A). The sched-
ule also requires an MCO to pay 99% of clean claims within
90 days. Id.
    Noticeably missing from § 1396u-2(f) is any mention of
rights. True, the presence or absence of that term is not in and
of itself dispositive of the step-one inquiry. The statute need
only contain “rights-creating language,” not necessarily the
word “right.” See Talevski, 

 (quoting Gonzaga,
16                                                  No. 21-2325

). But the silence speaks loudly here. Indeed,
not only does § 1396u-2(f) not use the term, but nothing in the
text signals Congress meant to confer a right on providers to
receive prompt payments. Nor does it signal Congress in-
tended to impose a corresponding duty on the state to ensure
MCOs make timely payments. Instead, the timely payment
provision directs the states to include in contracts with MCOs
the default payment schedule housed in § 1396a(a)(37)(A) or
some qualifying alternative.
    The language here is thus a far cry from that contained in
the Federal Nursing Home Reform Act (FNHRA)—language
the Court in Talevski held satisfied the first step of the Gonzaga
framework. One of the provisions at issue there directed
“nursing facilities to ‘protect and promote’ residents’ ‘right to
be free from … any physical or chemical restraints imposed
for purposes of discipline or convenience.’” Talevski, 599 U.S.
at 181–82 (emphasis added) (quoting 42 U.S.C.
§ 1396r(c)(1)(A)(ii)). The other provision, “[n]estled in a para-
graph concerning ‘transfer and discharge rights,’” id. at 184–
85 (quoting § 1396r(c)(2)), barred nursing homes from “trans-
fer[ring] or discharg[ing] a resident unless certain precondi-
tions are met.” Id. at 185 (quoting § 1396r(c)(2)(A)–(B))
(cleaned up). And both provisions were situated in
Ҥ 1396r(c), which expressly concerns requirements relating to
residents’ rights.” Id. at 184 (internal alteration and quotation
omitted).
   FNHRA repeatedly and explicitly referred to rights. That
was enough for the Court to hold that “Gonzaga’s stringent
standard” had been met. Id. at 186. If, as the Court indicated,
FNHRA represented the “atypical case” in which a Spending
Clause statute contained the requisite rights-creating lan-
guage, then the timely payment provision must fall within the
No. 21-2325                                                    17

heartland of typical cases. See id. at 183. That is, the typical
case where a Spending Clause law does not create a federal
right but merely conditions federal funds on a state’s compli-
ance with certain requirements—here, the condition to in-
clude the prompt payment schedule in contracts with MCOs.
Pennhurst, 

.
    What the timely payment provision lacks in rights-
creating language, it also lacks in the necessary “individual-
centric language.” Talevski, 

. Recall, to confer an
individual right, a funding statute must have an
“unmistakable focus on the benefited class.” 

 (quoting
Gonzaga, 

). It is not enough that the
“plaintiffs fall ‘within the general zone of interest that the
statute is intended to protect.’” 

 (quoting Gonzaga, 

).
    The timely payment provision is not unmistakably fo-
cused on providers like Saint Anthony. It is instead expressly
focused on what a contract between a state and MCO must
contain—namely, the default 30-day/90-day payment sched-
ule. In this way, § 1396u-2(f)’s primary concern centers on the
state’s contractual relationship with MCOs, not what, if any,
rights providers are entitled to under federal law.
   Saint Anthony points us to the provision’s mandatory lan-
guage and its reference to providers: State contracts with
MCOs “shall provide that the [MCOs] shall make payment to
health care providers … .” 42 U.S.C. § 1396u-2(f) (emphasis
added). To the hospital, this mandatory language coupled
with an explicit reference to providers leads to but one con-
clusion: Congress intended for providers to be the direct ben-
eficiaries of § 1396u-2(f). We are not persuaded.
18                                                  No. 21-2325

    Each “shall” in the provision serves a distinct purpose.
The first requires a state to include in its contracts with MCOs
the default payment schedule. That aspect of § 1396u-2(f)
contemplates two parties—neither of which is a health care
provider. The second “shall” defines an MCO’s contractual
obligation: The MCO must make timely payments. Here,
Saint Anthony is correct that the provision implicates provid-
ers. Providers, after all, receive those timely payments. But the
fact that providers may benefit from a state including the
prompt payment schedule in its contracts with MCOs does
not mean § 1396u-2(f) is unmistakably focused on providers.
Providers, at most, fall within the timely payment provision’s
zone of interest. Again, that alone is not enough for a plaintiff
to stake a claim to a § 1983-enforceable right.
    Consider Gonzaga. There, a student invoked § 1983 to en-
force a supposed right not to have an academic institution re-
lease his educational records absent consent. 

.
At issue was a provision of the Family Educational Rights and
Privacy Act (FERPA), which said:
       No funds shall be made available under any ap-
       plicable program to any educational agency or
       institution which has a policy or practice of per-
       mitting the release of education records (or per-
       sonally identifiable information contained
       therein …) of students without the written con-
       sent of their parents to any individual, agency,
       or organization.

 (quoting 20 U.S.C. § 1232g(b)(1)).
   The Court rejected the notion that the FERPA provision
conferred “the sort of individual entitlement that is enforceable
under § 1983.” Id. at 287 (internal quotation omitted). Rather,
No. 21-2325                                                   19

the statutory text spoke “only to the Secretary of Education,”
forbidding that official from making funds available to insti-
tutions with “a prohibited ‘policy or practice.’” Id. (quoting 20
U.S.C. § 1232g(b)(1)). The Court held that the focus of the
FERPA provision was “two steps removed from the interests
of individual students and parents.” Id. Because the statute
lacked the requisite individual-centric language, the Court
was unwilling to recognize a § 1983-enforceable right. Id.
    The same holds true here. The statutory text of the timely
payment provision speaks only to contracts between states
and MCOs. Like the student in Gonzaga, then, providers are
too far removed from the provision to claim that it creates an
individual, § 1983-enforceable entitlement. Nobody disputes
Saint Anthony benefits from Illinois including payment
schedules in its contracts with MCOs. But students benefit
from FERPA limiting funding to institutions that obtain con-
sent before releasing records, too. A beneficiary is not neces-
sarily a right-holder. See id. at 281. Saint Anthony is merely a
beneficiary that falls within § 1396u-2(f)’s zone of interest.
Consistent with Gonzaga, the fact that the timely payment pro-
vision mentions providers is not enough, without more, to
confer an individual-centric right.
    Text is our starting point, but courts must read Spending
Clause laws, like all statutes, in context. Talevski, 

; ANTONIN SCALIA & BRYAN A. GARNER, READING LAW: THE
INTERPRETATION OF LEGAL TEXTS 167 (2012) (“Context is a pri-
mary determinant of meaning.”). On this point, the majority
and dissenting opinions agree. We disagree with our dissent-
ing colleagues, however, about where context leads us. Here,
interpreting the statute as a whole confirms that § 1396u-2(f)
does not confer upon hospitals, like Saint Anthony, a statu-
tory right to prompt payment enforceable against the state.
20                                                    No. 21-2325

    If Congress intended to statutorily prescribe that provid-
ers receive prompt payments, it might have imposed a duty
directly on MCOs to make timely payments. That would be
more straightforward than creating a federal right to timely
payment by placing a duty on the state to ensure MCOs pay
providers on time. After all, in neighboring provisions of
§ 1396u-2, Congress did impose obligations directly on
MCOs. For example, MCOs must, “upon request, make avail-
able to enrollees and potential enrollees … [t]he identity,
locations, qualifications, and availability of health care pro-
viders.” 42 U.S.C. § 1396u-2(a)(5)(B)(i). They also have to
share information about “[t]he rights and responsibilities of
enrollees” and “[t]he procedures available to an enrollee and
a health care provider to challenge or appeal the failure of the
organization to cover a service.” Id. § 1396u-2(a)(5)(B)(ii)–(iii).
And § 1396u-2(b)(7) requires MCOs to abstain from “discrim-
inat[ing] with respect to participation, reimbursement, or in-
demnification as to any provider who is acting within the
scope of the provider’s license or certification under applica-
ble State law, solely on the basis of such license or certifica-
tion.” Id. § 1396u-2(b)(7).
    Saint Anthony’s strained reading of the timely payment
provision—one that would force the state to ensure MCOs
satisfy their payment obligations or face a civil suit—finds no
support in the statutory context. Congress knew how to ex-
pressly impose obligations on MCOs. We know this because
it did. Had Congress meant to statutorily require that provid-
ers receive prompt payments, we might expect it to have
placed another obligation on MCOs. But that is not what it
did in § 1396u-2(f). Congress instead mandated states include
prompt payment provisions in their contracts, thereby giving
No. 21-2325                                                             21

rise to contractual obligations on the part of MCOs—contrac-
tual obligations owed to the state.
    That Congress vested states with discretion to terminate
their contracts with noncompliant MCOs is further contextual
evidence that Saint Anthony cannot force Illinois to guarantee
timely payments through a private right of action. Section
1396u-2(e)(4)(A) of the Medicaid Act provides that “the State
shall have authority to terminate” its contract with an MCO
when the organization “has failed to meet the requirements
of … a contract.”42 U.S.C. § 1396u-2(e)(4)(A). 3 So, Illinois has
authority to terminate a contract with an MCO that fails to
pay providers according to the 30-day/90-day payment
schedule, but the authority is discretionary. If, however, Saint
Anthony could sue the state to ensure MCOs make prompt
payments, there would be no legal barrier to the hospital re-
questing that a federal court order the state to terminate its
contract with a noncompliant MCO—as long as doing so
would ensure prompt payments to providers. Indeed, Saint
Anthony sought this very relief in its original complaint. Yet
such an order would strip the state of its discretion to termi-
nate contracts under § 1396u-2(e)(4)(A). The existence of the
state’s discretionary authority thus undermines Saint An-
thony’s contention that Congress created an enforceable right
to prompt payment in the timely payment provision. See Mar-
acich v. Spears, 

 (2013) (interpreting a statute to
avoid creating tension between provisions).


    3 Because we do not reach the Gonzaga framework’s second step, we

express no view on whether the Medicaid Act’s contractual enforcement
scheme is so incompatible with a private right of action that it shows Con-
gress implicitly precluded § 1983 enforcement. See Talevski, 599 U.S. at
187–88.
22                                                  No. 21-2325

    While context should inform our understanding of a stat-
ute, Saint Anthony relies almost exclusively on context in its
interpretation of the timely payment provision. Ultimately,
though, none of the contextual clues the hospital offers trans-
forms § 1396u-2(f) into a rights-creating statute.
    First, Saint Anthony points out that the timely payment
provision was enacted as part of the Balanced Budget Act of
1997 in a section entitled “Assuring Timeliness of Provider
Payments.” See 

(c), 

, 506.
To the hospital, the title shows Congress created a right
because it meant to assure—or guarantee—providers receive
timely payments. Even if we credit Saint Anthony’s argument
by assuming the title contains rights-creating language,
“headings and titles are not meant to take the place of the
detailed provisions of the text. Nor are they necessarily
designed to be a reference guide or a synopsis.” Bhd. of R.R.
Trainmen v. Balt. & Ohio R.R. Co., 

 (1947); see
also City & County of San Francisco v. EPA, No. 23-753, 

, at *7 (U.S. Mar. 4, 2025) (“The title of a statutory
provision can inform its interpretation, but it is not
conclusive.”). The section title Saint Anthony offers cannot
serve as a substitute for the otherwise missing rights-creating,
individual-centric language within the timely payment
provision.
    The dissenting opinion is correct that headings and titles
can help clarify statutory ambiguities. But here, that argu-
ment concedes the point. If § 1396u-2(f) is ambiguous such
that the title must be consulted to clarify its meaning, the pro-
vision cannot also unambiguously confer a right upon pro-
viders. Pennhurst, 

.
No. 21-2325                                                   23

    Saint Anthony next directs us to a neighboring provision
of the Medicaid Act, § 1396u-2(h)(2)(B). Like § 1396u-2(f), that
section mandates a state include in its contract with an MCO
a requirement that the MCO pay “Indian health care
providers” according to the 30-day/90-day payment schedule.
42 U.S.C. § 1396u-2(h)(2)(B). Section 1396u-2(h)(2)(B)
references the timely payment provision, identifying it as the
“rule for prompt payment of providers.” Id. This reference,
Saint Anthony says, is evidence of how Congress interprets
the timely payment provision—namely, that the legislature
understands the provision as ensuring “providers” receive
“prompt payment.” But just as a title cannot supply missing
rights-creating, individual-centric language, neither can the
shorthand Congress uses to reference the timely payment
provision in a neighboring part of the Medicaid Act. See
SCALIA & GARNER, supra, at 316 (“Courts should not look at
large for ‘congressional intent’” to create a private right of
action; “they should look for the fair import of the statute.”).
    Last, Saint Anthony points to provisions of the Medicaid
Act concerning a state’s reporting and oversight rights and
obligations. See 42 U.S.C. § 1396u-2(c)(2)(A)(i) (requiring a
state’s contract with an MCO “provide for an annual … exter-
nal independent review … of the quality outcomes and time-
liness of, and access to, the items and services for which the
organization is responsible under the contract”); id.
§ 1396b(m)(2)(A)(iv) (requiring a contract “provide[] that
… the State … shall have the right to audit and inspect any
books and records” of MCOs “pertain[ing] … to services per-
formed or determinations of amounts payable under con-
tract”); see also 

. Saint Anthony submits that,
by including these oversight provisions, Congress must have
meant to place a statutory duty on the state to ensure MCOs
24                                                    No. 21-2325

comply with the timely payment provision—a duty Saint An-
thony can sue the state to carry out. But the conclusion does
not necessarily follow. Congress may have simply wanted to
ensure a state can collect information to ascertain whether an
MCO is complying with the timely payment provision and
other contractual terms. That way, the state can make in-
formed decisions about whether to exercise its discretionary
contractual enforcement authority. See, e.g., 42 U.S.C. § 1396u-
2(e)(4)(A).
   None of Saint Anthony’s contextual arguments can over-
come the fact that § 1396u-2(f) does not contain language that
manifests Congress’s unambiguous intent to confer on health
care providers a right to timely Medicaid payments.
                      *         *          *
   The Supreme Court has repeatedly cautioned courts
against identifying § 1983-enforceable rights in Spending
Clause statutes. See, e.g., Gonzaga, 

; Talevski, 

. The Gonzaga framework imposes a significant
hurdle for a funding law to clear before we read into it such a
right. Because the timely payment provision lacks rights-
creating, individual-centric language, it fails to clear that
hurdle.
                                B
   When a plaintiff invites a court to recognize an enforceable
right in a Spending Clause statute, the request often impli-
cates separation-of-powers and federalism concerns. Both
concerns are top of mind here. And both confirm that the
timely payment provision does not confer upon providers a
right to timely payment enforceable against the State of Illi-
nois under § 1983.
No. 21-2325                                                     25

    To begin, “[c]reating new rights of action is a legislative
rather than a judicial task.” Nasello, 977 F.3d at 601; see also
Egbert v. Boule, 

, 503 (2022) (Gorsuch, J., concur-
ring in the judgment) (“To create a new cause of action is to
assign new private rights and liabilities—a power that is in
every meaningful sense an act of legislation.”). That explains
why the first step of the Gonzaga framework sets such a “de-
manding bar.” Talevski, 

. Courts must be
absolutely sure Congress intended to create a privately en-
forceable right in a Spending Clause law because creating
rights is for Congress alone to do. “This paradigm respects”
the legislature’s “primacy in this arena and thus vindicates
the separation of powers.” 

 at 183 (citing Gonzaga, 

).
    Saint Anthony offers several policy arguments for why its
interests might be better served if it could sue the state to force
MCOs to make timely payments. It says, for example, Con-
gress could never have meant to create a mere paper right to
prompt payment. Implicit in this argument is Saint Anthony’s
suggestion that the more effective way to guarantee hospitals
receive prompt payments is by subjecting states to civil suits
for failing to ensure MCOs pay on time, rather than by requir-
ing states to contractually obligate MCOs to pay on time. But
courts are not in the business of policy. Even if Saint Anthony
offered irrefutable evidence that it would receive more timely
payments if it could sue the state under § 1983, Congress has
not signaled an unambiguous intent to confer on hospitals a
privately enforceable right. We cannot, then, agree to read a
right into the statute. See Talevski, 

.
   As we see it, Congress had a number of choices when
drafting the timely payment provision. It could, as Saint An-
thony wishes, have developed a regime where the state has a
26                                                 No. 21-2325

statutory duty to ensure MCOs promptly pay providers. It
also could have placed a statutory duty directly on MCOs to
pay providers on time. Alternatively, Congress could (and, in
fact, did) create a regime where MCOs have a contractual
duty to the state to pay providers according to the 30-day/90-
day default payment schedule. Its decision to create contrac-
tually—not statutorily—enforceable rights was a uniquely
legislative one. Sandoval, 532 U.S. at 286–87 (Unless Congress
intends to create a privately enforceable right, “a cause of ac-
tion does not exist and courts may not create one, no matter
how desirable that might be as a policy matter.”).
    Out of respect for Congress, we will not replace § 1396u-
2(f)’s contract-based scheme with a statutory-based one. Nor
will we rearrange the players so that providers have enforce-
able rights against the state, rather than the state against
MCOs. “Raising up causes of action where a statute has not
created them” is not a “proper function … for federal tribu-
nals.” Id. at 287 (internal quotation omitted). Our decision re-
inforces this separation-of-powers principle.
    To decide to the contrary would also raise serious federal-
ism concerns. As noted at the outset, Medicaid is a form of
cooperative federalism. Nasello, 977 F.3d at 601. Like other
Spending Clause statutes, the law conditions federal funds on
a state agreeing to comply with various conditions. Id.;
Pennhurst, 

. In other words, the federal govern-
ment and individual states engage in a bargain: The state re-
ceives money in exchange for abiding by a federal scheme.
    In the timely payment provision, Illinois agreed to include
in its contracts with MCOs the default payment schedule or
an adequate alternative. By accepting that obligation, the state
also assumed the risk that the federal government would cut
No. 21-2325                                                   27

funding if it failed to comply. As explained, “the typical rem-
edy for state noncompliance with federally imposed condi-
tions is not a private cause of action for noncompliance but
rather action by the Federal Government to terminate funds
to the State.” Pennhurst, 

; see also Gonzaga, 

; Talevski, 

. If Congress meant, in-
stead, to subject the state to private lawsuits for noncompli-
ance, Illinois needed to be on notice so it could decide whether
to nonetheless accept federal funds. Because Congress did
not, “with a clear voice,” create a right enforceable against the
state, we would upset the bargain struck between Illinois and
the federal government if we allowed Saint Anthony to sue
the state under § 1983. Pennhurst, 

. And we
would risk transforming an exercise of cooperative federalism
into one of compulsive federalism.
    The relief Saint Anthony seeks in this case also runs head-
long into principles of federalism. Among other things, the
hospital seeks injunctive relief, requiring the state to “caus[e]
each of its MCOs to” comply with the 30-day/90-day payment
schedule. But if we opened the courthouse doors to that kind
of injunctive relief by recognizing an individual right to
prompt payments—absent clear Congressional authority to
do so—it would turn federal trial courts into de facto Medi-
caid claims processors. Thousands of claims worth millions of
dollars could be routed to the district courts. Thrusting federal
tribunals into payment processing is a dubious solution to the
alleged late-payment problem. This is especially so when
Congress has provided the states with the tools to address
MCOs’ failures to comply with contractual terms—including
payment schedules. Most notably, Congress vested the states
with discretion to terminate any contract with an MCO when
28                                                  No. 21-2325

the MCO “has failed to meet the requirements of th[at] … con-
tract.” 42 U.S.C. § 1396u-2(e)(4)(A).
    Recognizing the problem with district courts having to ad-
judicate late-payment issues claim by claim, Saint Anthony
argues the federal judiciary would be called upon to enjoin
only “systemic” late payments. Said another way, a provider
could invoke the timely payment provision to request an in-
junction only when MCO payments become so chronically
late that it would be more palatable for a federal tribunal to
force a state into pursuing a system-wide solution.
    To start, there is an obvious disconnect between Saint An-
thony arguing § 1396u-2(f) vests providers with an individual
right, while simultaneously arguing relief is available only for
systemic rights violations. Dispositive, though, is that the hos-
pital’s argument finds no textual support in § 1396u-2(f) or
surrounding provisions. The law says nothing about the state
ensuring MCOs make timely payments at the system-wide
level. What is more, a district court would have no principled
way of deciding when the problem becomes systemic—
whether it considers the degree of tardiness, the number of
MCOs behind on payments, or both.
     This arbitrary systemic metric is offered as a way of avoid-
ing the inevitable consequence of finding a § 1983-enforceable
right in the timely payment provision. Federal district courts
would become enmeshed in Medicaid payment processing
and resulting disputes. Equally worrisome, federal courts
would wield the largely unchecked power of dictating how
Illinois oversees its multibillion-dollar managed-care pro-
gram.
  Reading a § 1983-enforceable right into the timely pay-
ment provision would raise serious separation-of-powers and
No. 21-2325                                                  29

federalism concerns. Absent a clear directive from Congress
that § 1396u-2(f) was meant to confer upon providers an indi-
vidual right to timely payments, we decline to place federal
district courts in the role of Medicaid payment processors.
                              IV
    We briefly address a secondary issue. While the state’s mo-
tion to dismiss was pending in the district court, Saint An-
thony moved to supplement its complaint under Federal Rule
of Civil Procedure 15. Specifically, the hospital sought to add
allegations that Illinois (1) failed to provide it with infor-
mation pertaining to how payments are calculated under the
fee-for-service program and (2) failed to ensure MCOs pro-
vide the same information under the managed-care program.
In Saint Anthony’s view, all this amounted to a violation of its
due process rights.
    After the district court granted the state’s Rule 12(b)(6)
motion, it denied the hospital’s motion to supplement. On ap-
peal, Saint Anthony argued the district court erred. This court
agreed, deeming the district court’s decision an abuse of dis-
cretion. Saint Anthony I, 40 F.4th at 517. The court maintained
its position following the Supreme Court’s remand order.
Saint Anthony II, 100 F.4th at 795. Because we vacated that
panel opinion, this issue requires our resolution.
   Rule 15(d) provides: “On motion and reasonable notice,
the court may, on just terms, permit a party to serve a supple-
mental pleading setting out any transaction, occurrence, or
event that happened after the date of the pleading to be sup-
plemented.” FED. R. CIV. P. 15(d). The rule is thus a mecha-
nism for “bringing the case up to date.” 6A CHARLES ALAN
WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE AND
PROCEDURE § 1504 (3d ed.). We review a district court’s
30                                                 No. 21-2325

decision to deny a motion to supplement for abuse of discre-
tion. In re Wade, 

 (7th Cir. 1992).
   The district court here declined Saint Anthony’s request to
supplement its complaint, concluding in part that doing so
would “substantially expand the scope of the case” by bring-
ing in issues related to Illinois’s fee-for-service program. Be-
cause the original complaint focused solely on the state’s
managed-care program—a multibillion-dollar program on its
own—we cannot say the court abused its discretion by deny-
ing Saint Anthony’s motion. The proposed supplement
would have done far more than update the case. We therefore
affirm on this basis.
    Unlike the district court, though, we do not offer a view
on the futility of allowing Saint Anthony to file a supple-
mental complaint. As a best practice, only after receiving full
briefing on the issue should a district court deny a party’s mo-
tion to supplement a complaint based on futility. Cf. Zimmer-
man v. Bornick, 

, 494 (7th Cir. 2022) (“The law is
clear that a court should deny leave to amend only if it is cer-
tain that amendment would be futile.” (emphasis added)).
That did not occur here, as Saint Anthony was denied an op-
portunity to defend its proposed supplement after the state
raised the futility issue.
    But the hospital still has an opportunity to prosecute its
payment-transparency allegations if it chooses. The state ex-
pressly stipulated that it would “not assert … the defense of
claim preclusion” if the hospital initiated a new action. 4 The




     4 D.E. 59 at 2.
No. 21-2325                                                  31

state reaffirmed its stipulation at oral argument. 5 Saint An-
thony may therefore proceed in a separate case.
                                  V
   The timely payment provision lacks the rights-creating,
individual-centric language necessary to recognize a § 1983-
enforeable right. Out of respect for both Congress and the
State of Illinois, we cannot read a right into the statute based
on anything less.
                                                     AFFIRMED.




   5 Oral Argument at 1:00:50–1:02:03.
32                                                    No. 21-2325

   HAMILTON, Circuit Judge, joined by JACKSON-AKIWUMI and
MALDONADO, Circuit Judges, dissenting. When Congress
amended the Medicaid program to encourage more use of
managed care, it recognized that managed care organizations
would have powerful financial incentives to pay hospitals
and other health care providers slowly, and as little as
possible. Congress built into the legislation guardrails to
protect hospitals, other health care providers, and especially
patients.
    This case is about one of those guardrails. The question is
whether 42 U.S.C. § 1396u-2(f) gives plaintiff Saint Anthony
Hospital a right enforceable under 

 to have
State officials use their many powers to require managed care
organizations to meet what Congress itself called the “rule for
prompt payment of providers.” 42 U.S.C. § 1396u-2(h)(2)(B).
The better answer is yes. This is the answer based on the
statutory text and the cumulative weight of the statutory
history and its larger context. A yes answer also fits within the
relevant Supreme Court cases applying section 1983 to
statutes enacted under the Spending Clause of Article I of the
Constitution.
    Before diving into the statutory text, history, and context,
two points need clarification. First, Saint Anthony is not
seeking and could not seek damages from the State or the
defendant State officials named in their official capacities.
This is basic law under section 1983 and the Eleventh
Amendment. See Will v. Michigan Dep’t of State Police, 

 (1989); Kroll v. Board of Trustees of Univ. of Illinois, 

 (7th Cir. 1991) (explaining these principles).
What Saint Anthony seeks is a federal injunction to make
State officials do what the law requires them to do anyway:
No. 21-2325                                                             33

enforce the terms of the State’s own contracts with managed
care organizations requiring timely payments to Saint
Anthony and others who care for Medicaid patients.
    Second, we should understand that this lawsuit is a
desperate measure. As of February 2020, Medicaid managed
care organizations were past due on at least $20 million in
payments to Saint Anthony. The late payments were having a
dramatic effect on the hospital. Back in 2015, Saint Anthony
had more than $20 million in cash on hand. That was enough
to fund 72 days of operation. As the State increased its reliance
on managed care, however, Saint Anthony saw its cash
reserves dwindle. By 2019, Saint Anthony had less than
$500,000 cash on hand, enough to cover just two days of
operation. Saint Anthony’s net revenue per patient had also
dropped more than 20%. 1
    Saint Anthony is looking to the federal courts to enforce
its rights under federal law. Saint Anthony may in theory
have alternative remedies under its contracts with MCOs. But
those are subject to arbitration requirements and are not a
promising avenue for relief, at least given the systemic delays
and short-changing that Saint Anthony alleges. 2 Moreover,


    1 Because the defense moved to dismiss on the pleadings under Rule

12(b)(6), it chose to accept for now the truth of Saint Anthony’s factual
allegations. Ashcroft v. Iqbal, 

 (2009).
    2 There is another, more practical problem with the arbitration route.

It is doubtful whether a cash-strapped, safety-net hospital could find law-
yers to pursue multiple arbitrations with no promise of being paid. With-
out a claim under section 1983, there is no prospect for a fee award for a
prevailing party under 

, which may make Saint Anthony’s
arbitration remedies unavailable as a practical matter, at least absent pro
bono representation.
34                                                  No. 21-2325

those alternative remedial paths should be irrelevant, at least
for step one of the section 1983 analysis, given that the section
1983 remedy is “supplementary to any remedy any State
might have.” McNeese v. Board of Education, 

(1963) (holding that availability of section 1983 relief does not
depend on failure to exhaust state remedies), cited in Patsy v.
Board of Regents of Florida, 

 (1982).
    Because the Medicaid statute grants Saint Anthony a right
to prompt payment and because Congress did not intend to
preclude section 1983 enforcement of that right, I would hold
that Saint Anthony can sue to enforce its rights under federal
law.
                  A Right to Timely Payments
    Again, the central issue here is whether 42 U.S.C. § 1396u-
2(f) grants a right to providers like Saint Anthony that is
privately enforceable through section 1983. Our answer
should be yes. Properly understood, the statute imposes on
the State a duty to try to ensure that the MCOs actually pay
providers in accord with the 30-day/90 percent–90-day/99
percent pay schedule—not merely that the contracts between
the MCOs and the State include clauses that say as much on
paper. Congress imposed this affirmative duty on the State for
the benefit of health care providers like Saint Anthony. And
Congress provided sufficiently clear signals that this is both a
duty for the State and a right for providers. Saint Anthony
thus should have a right under section 1396u-2(f) that is
enforceable under section 1983 to have State officials use their
powers to fix MCOs’ systemic failures to provide timely and
transparent payments.
No. 21-2325                                                     35

I. The Standard for Invoking Section 1983
    “Section 1983 creates a federal remedy against anyone
who, under color of state law, deprives ‘any citizen of the
United States … of any rights, privileges, or immunities
secured by the Constitution and laws.’” Planned Parenthood of
Indiana, Inc. v. Comm’r of Indiana State Dep’t of Health, 

 (7th Cir. 2012), quoting 

. The Supreme
Court tells us that this language “means what it says,” Maine
v. Thiboutot, 

 (1980), and “authorizes suits to
enforce individual rights under federal statutes as well as the
Constitution.” City of Rancho Palos Verdes v. Abrams, 

 (2005). “‘Laws’ means ‘laws,’ no less today than in
the 1870s….” Health & Hospital Corp. of Marion County v.
Talevski, 

 (2023).
    Yet not all statutory benefits, requirements, or interests are
enforceable under section 1983. The Medicaid Act is an
exercise of Congress’s power under the Spending Clause,
which allows Congress to provide States with strings-
attached funding. Such “strings” can create rights for
intended beneficiaries of that funding. Talevski reinforced
earlier precedents allowing rights under Spending Clause
legislation to be enforced under section 1983 and set a
“demanding bar” for reliance on it: “Statutory provisions
must unambiguously confer individual federal rights.” 

, citing Gonzaga University v. Doe, 

(2002). It is not enough to fall “within the general zone of
interest that the statute is intended to protect” to assert a right
under section 1983. Gonzaga, 

. Congress must
have “intended to create a federal right,” 

 and “the statute
‘must be phrased in terms of the persons benefited’ with ‘an
36                                                    No. 21-2325

unmistakable focus on the benefited class.’” Planned Parenthood
of Indiana, 

, quoting Gonzaga, 

.
    The majority recognizes that the Supreme Court’s cases on
using section 1983 to enforce Spending Clause statutes have
not charted a straight line over the decades. Ante at 9–14.
Talevski is the latest authority in that line. Still, the Court was
asked to overrule a number of its precedents in Talevski,
including one on provider payments that is especially
relevant here: Wilder v. Virginia Hospital Ass’n, 

(1990). The Court did not do so.
    Talevski instructs courts at step one of its analysis to
“employ traditional tools of statutory construction to assess
whether Congress has ‘unambiguously conferred’ ‘individual
rights upon a class of beneficiaries’ to which the plaintiff
belongs.” 

, quoting Gonzaga, 

,
285–86. Step two is whether Congress has established an
alternative means of enforcing those rights that is not
compatible with section 1983 enforcement.
    The majority decides this case at step one of Talevski,
finding no clear statutory grant of a federal right to providers
like Saint Anthony. I explain next why this analysis is
mistaken, failing to appreciate both the statutory language of
section 1396u-2(f) and important signals from its history and
larger context. I then address the majority’s concerns about
the separation of powers and federalism. I conclude by
addressing briefly the second step under Talevski, which the
majority does not reach, and the pleading issue.
II. Applying the Talevski Standard
   Section 1396u-2 of Title 42 of the United States Code gives
States the option to use managed care to provide Medicaid
No. 21-2325                                                37

benefits, subject to detailed requirements in the statute and
regulations. The analysis here starts with the text of section
1396u-2(f), the provision central to this appeal:
      Timeliness of payment; adequacy of payment
      for primary care services. A contract under
      section 1396b(m) of this title with a medicaid
      managed care organization shall provide that
      the organization shall make payment to health
      care providers for items and services which are
      subject to the contract and that are furnished to
      individuals eligible for medical assistance
      under the State plan under this subchapter who
      are enrolled with the organization on a timely
      basis consistent with the claims payment
      procedures described in section 1396a(a)(37)(A)
      of this title, unless the health care provider and
      the organization agree to an alternate payment
      schedule….
The cross-references to sections 1396b(m) and 1396a(a)(37)(A)
need to be unpacked. Section 1396b(m) describes the State’s
contract with an MCO. Section 1396a(a)(37)(A) declares that a
State Medicaid plan must:
      (37) provide for claims payment procedures
      which
      (A) ensure that 90 per centum of claims for
      payment (for which no further written
      information or substantiation is required in
      order to make payment) made for services
      covered under the plan and furnished by health
      care practitioners through individual or group
38                                                  No. 21-2325

        practices or through shared health facilities are
        paid within 30 days of the date of receipt of such
        claims and that 99 per centum of such claims are
        paid within 90 days of the date of receipt of such
        claims….
§ 1396a(a)(37)(A). I refer to this as the 30-day/90-percent
schedule, for short. Saint Anthony argues, and I agree, that
section 1396u-2(f) grants providers a right to State procedures
that will ensure timely payment from the MCOs.
     A. Statutory Text
    The majority acknowledges that providers like Saint
Anthony benefit from section 1396u-2(f), but states that these
benefits are not “individual-centric right[s]” because
providers “merely” fall within the statute’s “zone of interest.”
Ante at 19. Being a beneficiary that falls within a statute’s
“zone of interest” is not enough under the Talevski standard.

, quoting Gonzaga, 

. The
majority’s strongest argument against Saint Anthony’s
reliance on section 1983 is that section 1396u-2(f) does not
actually use the term “right” or an equivalent. If it had, of
course, the case would be much easier for Saint Anthony.
    Precedents from the Supreme Court and this court show,
however, that the absence of the word “right” is not
conclusive. The analysis is not limited to just the text of the
provision in question. As noted, courts “must employ
traditional tools of statutory construction to assess whether
Congress has ‘unambiguously conferred’ ‘individual rights
upon a class of beneficiaries’ to which the plaintiff belongs.”
Talevski, 

.
No. 21-2325                                                   39

    Providers like Saint Anthony are the intended
beneficiaries of the prompt payment term in section 1396u-
2(f). The text requires a State to ensure that its contracts with
MCOs “shall provide” that the MCOs “shall make payment
to health care providers … on a timely basis….” 42 U.S.C.
§ 1396u-2(f) (emphasis added). No one benefits more directly
from a requirement for timely payments to providers than the
providers themselves: they are the ones who receive the money.
See BT Bourbonnais Care, LLC v. Norwood, 

 (7th
Cir. 2017) (“Who else would have a greater interest than the
[nursing facility operators] in the process ‘for determination
of rates of payment under the [state] plan for … nursing
facility services’?” (second alteration and omission in
original) (quoting 42 U.S.C. § 1396a(a)(13)(A)). Congress has
sent abundant signals that providers have a right to timely
payments from MCOs, as I explain below.
    The majority relies so heavily on Gonzaga, though, that
first a careful comparison to this case will help show why
section 1396u-2(f) establishes rights enforceable under section
1983. In Gonzaga, a former student sued the university and an
employee under section 1983 for allegedly violating his rights
under the Family Educational Rights and Privacy Act
(FERPA) by releasing his private information. The statute
directed the Secretary of Education that “‘[n]o funds shall be
made available’ to any ‘educational agency or institution’
which has a prohibited ‘policy or practice’” of permitting the
release of education records without parents’ written consent.
Gonzaga, 

 (alteration in original), quoting 20
U.S.C. § 1232g(b)(1); see also § 1232g(b)(2).
   The Supreme Court concluded that Congress did not
grant to an individual whose interests were violated under
40                                                No. 21-2325

FERPA a right enforceable through section 1983. Because the
statutory provisions did not have an individualized focus,
they did not confer individual rights: “[The] provisions
further speak only in terms of institutional policy and
practice, not individual instances of disclosure. Therefore, as
in [Blessing v. Freestone, 

 (1997)], they have an
‘aggregate’ focus, they are not concerned with ‘whether the
needs of any particular person have been satisfied,’ and they
cannot ‘give rise to individual rights.’” Gonzaga, 

 (internal citation omitted), quoting Blessing, 520 U.S. at
343–44.
   The Gonzaga Court also highlighted that the Secretary of
Education could take away funds only if the university did
not “substantially” comply with the statutory requirements.
This fact helped show that the focus was on systemwide
performance rather than individual instances of improper
disclosure of private information. Gonzaga, 

,
281–82. FERPA’s provisions spoke only to the Secretary and
directed him or her to withdraw funding from schools that
had a “prohibited policy or practice.” The Court wrote that
FERPA’s focus was “two steps removed from the interests of
individual students and parents.” 

. The provisions
therefore failed to confer an individual right enforceable
under section 1983.
    The opposite is true here. Section 1396u-2(f) is concerned
with whether the needs of particular persons and entities—
providers like Saint Anthony—have been satisfied. The
statutory text specifies that the State “shall provide” that
MCOs “shall make payment to health care providers … on a
timely basis.” 42 U.S.C. § 1396u-2(f). The focus of section
1396u-2(f) is not “two steps removed” from the interest of
No. 21-2325                                                  41

providers. It focuses directly on providers’ interest in
receiving timely payment from MCOs.
    Critically, section 1396u-2(f) is not concerned only with
whether MCOs pay providers in the aggregate on the 30/90
pay schedule. Recall that in Gonzaga, the Court emphasized
that FERPA prohibited universities only from maintaining a
“policy” of disclosing students’ private information, but
remained agnostic as to any individual disclosure. Logically,
that did not confer individual rights. In this case, though,
§ 1396u-2(f) is directly concerned with whether individual
providers are receiving the payments according to the 30/90
schedule. That specific entitlement—the providers’ right to be
paid promptly—is substantially more precise than the
generalized policy prescription at issue in Gonzaga.
    This focus on individual providers is also evident in the
provision’s close attention to provider-specific exemptions
from the 30/90 pay schedule. Section 1396u-2(f) says that its
mandate applies “unless the health care provider and the
organization agree to an alternate payment schedule.” It
establishes an individual right to timely payment, which all
providers are entitled to insist upon. Cf. Planned Parenthood of
Indiana, 

 (holding Medicaid state plan
requirement permitting all eligible recipients to receive
medical assistance from the provider of their choice
established “a personal right to which all Medicaid patients
are entitled” but, implicitly, need not accept (emphasis
added)). Saint Anthony’s ability to waive its 30/90 right
through alternative contractual provisions highlights that
Saint Anthony is the one with the rights. The State has no
authority to alter that payment schedule. The focus is on the
42                                                 No. 21-2325

individual provider. Section 1396u-2(f) is not just a
benchmark for aggregate performance.
    That conclusion finds further support in our precedents
under other Medicaid provisions. For example, section
1396a(a)(10)(A) provides that “[a] State plan for medical
assistance must … provide … for making medical assistance
available … to [ ] all [eligible] individuals.” That provision
does not speak in terms of “rights,” but we have held that the
provision confers private rights to individuals enforceable
under section 1983. See Miller by Miller v. Whitburn, 

, 1319–20 (7th Cir. 1993) (allowing suit under section 1983
to compel payment for certain procedures although statute
did not use language of “rights”); accord, Bontrager v. Indiana
Family & Social Services Admin., 

 (7th Cir.
2012) (reaffirming Miller’s rights analysis after Blessing and
Gonzaga; challenge to annual cap on dental services violated
rights enforceable under section 1983 despite absence of
“rights” language). In Miller, we found it significant that the
State was required to provide medical assistance to all eligible
individuals. 

. There is a similar requirement
here, with respect to timely payments to providers.
     B. History and Context
    The history and context of section 1396u-2(f) also support
finding a right enforceable under section 1983. Context and
history are standard tools in construing statutes, of course,
and Talevski and Gonzaga both instruct courts to use them in
answering such questions about applying section 1983. 

; 536 U.S. at 283–86. The majority nods in that di-
rection, but it fails to acknowledge the cumulative effect of
many signals from the history and context here. The majority
No. 21-2325                                                 43

instead goes through those signals and explains why each
one, taken in isolation, is not decisive. See ante at 19–24.
    With respect, that’s not the way to do statutory
interpretation. Instead, we should be looking at the cumulative
effect of those signals from history and context. See United
Savings Ass’n of Texas v. Timbers of Inwood Forest Assocs., 

 (1988) (“Statutory construction, however, is a
holistic endeavor.”). When interpreting statutes, often the
“meaning—or ambiguity—of certain words or phrases may
only become evident when placed in context.” King v. Burwell,

 (2015), quoting FDA v. Brown & Williamson
Tobacco Corp., 

 (2000). We must read texts “in
their context and with a view to their place in the overall
statutory scheme.” 

 quoting Brown & Williamson, 

; see also Davis v. Michigan Dep’t of Treasury, 

 (1989) (“[S]tatutory language cannot be construed in
a vacuum. It is a fundamental canon of statutory construction
that the words of a statute must be read in their context and
with a view to their place in the overall statutory scheme.”).
And to the extent possible, we must “ensure that the statutory
scheme is coherent and consistent.” Ali v. Federal Bureau of
Prisons, 

 (2008). That’s what the Supreme
Court did in both Talevski, finding several rights of patients
under the Medicaid Act enforceable under section 1983, and
in Gonzaga, rejecting such rights claims under FERPA.
    The history of the shift toward managed care provides one
of the strongest signals in favor of section 1983 enforcement.
Under the original fee-for-service model of Medicaid, the
State itself is responsible for making prompt payments to
providers at reasonable rates. The 30-day/90-percent schedule
for payments by MCOs under section 1396u-2(f) is borrowed
44                                                   No. 21-2325

from section 1396a(a)(37)(A), which imposes that schedule on
State payments directly to providers in the fee-for-service
system. The State has no discretion to avoid making payments
on that schedule.
    Before Congress adopted section 1396u-2(f) for managed
care systems, the Supreme Court decided Wilder v. Virginia
Hospital Ass’n, 

 (1990). The so-called Boren
Amendment then required States to pay Medicaid providers
rates for medical services that were “reasonable and adequate
to meet the costs of an efficiently and economically operated
facility.” Wilder held that the Boren Amendment—without
using the term “rights”—nevertheless created rights
enforceable under section 1983 with injunctive relief to
require state officials’ compliance. 

. The Court
noted that the Boren Amendment used mandatory language
and that the Secretary was authorized to withhold funds for
noncompliance, counseling in favor of finding an individual
right to reasonable rates. 

. The Court “decline[d] to
adopt an interpretation of the Boren Amendment that would
render it a dead letter.” 

.
    The reasoning of Wilder easily extends to the statutory
provision governing the timing of payments of those rates,
the fee-for-service prompt payment rule of section
1396a(a)(37)(A). See, e.g., Appalachian Regional Healthcare v.
Coventry Health & Life Insurance Co., 

, 697–
700 (E.D. Ky. 2013) (denying summary judgment for state
officials in section 1983 case to enforce section 1396u-2(f)).
Other circuits have followed Wilder to allow use of section
1983 to enforce other Medicaid requirements for payments to
providers under both the fee-for-service model and managed
care. See Pee Dee Health Care, P.A. v. Sanford, 

, 211–
No. 21-2325                                                  45

12 (4th Cir. 2007) (following Wilder and allowing use of
section 1983 to enforce another Medicaid payment
requirement under fee-for-service model); New Jersey Primary
Care Ass’n v. New Jersey Dep’t of Human Services, 

,
539–43 (3d Cir. 2013) (allowing providers’ use of section 1983
to enforce Medicaid wraparound payment provision under
managed care, despite absence of reference to “right,” while
disallowing its use to require federal approval of changes in
Medicaid plans); Rio Grande Cmty. Health Ctr., Inc. v. Rullan,

, 73–75 (1st Cir. 2005) (reaching same conclusion
regarding wraparound payment provision); Community
Health Care Ass’n of New York v. Shah, 

, 153–58 (2d
Cir. 2014) (allowing use of section 1983 to enforce two
Medicaid payment requirements under managed care despite
absence of reference to “right”).
    Seven years after Wilder, section 1396u-2(f) was enacted as
part of the Balanced Budget Act of 1997, 

 Stat. 251 (1997). It was part of the detailed package of new
statutes that enabled the dramatic expansion of managed care
in state Medicaid programs.
    The timing shows that, when Congress extended the
prompt payment rules of section 1396a(a)(37)(A) to managed
care via section 1396u-2(f), providers like Saint Anthony
already had a recognized right to prompt payments. Under
Wilder, they could enforce that right under section 1983 with
declaratory and injunctive relief. Neither the majority nor the
State has identified any indication that Congress intended to
cut back on providers’ existing rights when it enacted section
1396u-2(f) to extend the prompt payment rule to managed
care. That silence is a powerful signal that we should allow
this case to move forward under section 1983.
46                                                   No. 21-2325

    Talevski also shows that courts should pay attention to
statutory context when addressing these questions. A good
example was the treatment of the requirement in Talevski that
a nursing home give a resident and his or her family advance
notice that the home intends to discharge the resident. That
statutory requirement also is not phrased in terms of a “right”
to such notice. The Court observed, however, that it is
“[n]estled in a paragraph” with the heading “transfer and
discharge rights.” 599 U.S. at 184–85. The requirement for
notice is also phrased in terms of the resident’s welfare,
health, and needs, lending further and ultimately sufficient
weight to the conclusion that the notice requirement was
enforceable under section 1983. 

.
    The prompt payment rule for managed care at issue here
has similar indications of enforceable rights. The Balanced
Budget Act of 1997 put section 1396u-2(f) in a section entitled:
“Assuring Timeliness of Provider Payments.” 111 Stat. at 506.
This language signaled that Congress intended section 1396u-
2(f) to “assure,” i.e., to guarantee, timely payment to
providers. That language of assurance further supports
recognizing a right enforceable under section 1983.
    The majority points out correctly, of course, that statutory
headings and titles should be used with caution. See ante at
22, citing Brotherhood of R.R. Trainmen v. Baltimore & Ohio R.R.
Co., 

 (1947). But the majority goes too far in
asserting that if consideration of a title is warranted, the stat-
ute must therefore be too ambiguous to support a right en-
forceable under section 1983. First, Talevski itself rebuts the
majority’s point. Talevski relied upon a statutory heading and
explained that the “framing” of the heading was “indicative
of an individual ‘rights-creating’ focus.” 

.
No. 21-2325                                                    47

Second, the “assuring timeliness” title simply provides fur-
ther support for an already coherent statutory message and
therefore need not be ignored. See, e.g., United States v. Spears,

 (7th Cir. 2013) (en banc) (collecting cases;
captions can clear up ambiguities and help explicate texts).
The headings and titles are just one of those “traditional tools
of statutory construction” that both Talevski and Gonzaga teach
us to use. Talevski 

, quoting Gonzaga, 

, 285–86.
    The signal in these headings and titles does not stand
alone. Treating section 1396u-2(f) as granting rights to provid-
ers is also consistent with later Congressional action. In 2009
Congress amended the same section by adding § 1396u-2(h).
See 

 Stat. 115, § 5006(d) (2009). That new
subsection established special rules for Medicaid managed
care for Indians. 123 Stat. at 507. Relevant to our purposes,
section 1396u-2(h)(2)(B) cross-references section 1396u-2(f)
and describes it as the “rule for prompt payment of provid-
ers”:
       (2) Assurance of payment to Indian health care
           providers for provision of covered services
          Each contract with a managed care entity
          under section 1396b(m) of this title or under
          section 1396d(t)(3) of this title shall require
          any such entity, as a condition of receiving
          payment under such contract, to satisfy the
          following requirements:
          …
48                                                   No. 21-2325

          (B) Prompt payment
          To agree to make prompt payment (con-
          sistent with rule for prompt payment of providers
          under section 1396u–2(f) of this title) to Indian
          health care providers that are participating
          providers with respect to such entity….
42 U.S.C. § 1396u-2(h)(2)(B) (emphasis added).
    The majority shrugs this off as mere “shorthand.” Ante at
23, citing Antonin Scalia & Bryan A. Garner, Reading Law:
The Interpretation of Legal Texts 316 (2012). By itself that ref-
erence to the “rule for prompt payment” would not be
enough to satisfy the Talevski standard. But again, the “rule
for prompt payment” language is part of a larger picture of
statutory language, history, and context that points consist-
ently toward a right enforceable under section 1983. We
should not reject that larger picture merely because no single
detail—considered on its own—proves the entire case. See
Brown & Williamson Tobacco Corp., 

 (explaining
that a court must interpret a statute “as a symmetrical and co-
herent regulatory scheme … and fit, if possible, all parts into
an harmonious whole” (internal citations and quotation
marks omitted)).
    I recognize that Wilder may lie close to the outer edge of
the line for Spending Clause legislation enforceable under
section 1983. Nevertheless, the Court was invited in Talevski
to overrule Wilder and chose not to do so. Recognizing section
1396u-2(f) as creating rights enforceable under section 1983
does not push the logic of Wilder or Talevski any further than
the Court itself has already taken it. Section 1396u-2(f) gives
No. 21-2325                                                  49

providers like Saint Anthony a right to have State officials do
their jobs by assuring that MCOs make timely payments.
    Against this picture of an enforceable right to protect
providers like Saint Anthony from systemic breakdowns in
payments—breakdowns the MCOs have strong incentives to
try to get away with—compare the position of the State
officials and the majority here. Section 1396u-2(f) mandates
that the State’s contracts with the MCOs require them to pay
providers on the 30/90 pay schedule. The State asserts,
however, that section 1396u-2(f) does not impose a duty on
the State even to try to ensure that MCOs actually do what
their contracts say. The State’s theory is that the statute
requires only that a provision in the paper contract specify the
timely payment obligation. The State may then, at its
unfettered discretion, try to ensure the MCOs’ compliance—
or not.
    The State seems to adopt something like Justice Holmes’
theory of contract, under which one party is free to breach as
long as it is willing to pay damages to the other party. See,
e.g., Richard Posner, Let Us Never Blame a Contract Breaker, 

, 1350 (2009) (“[W]hen you sign a contract
in which you promise a specified performance … you buy an
option to perform or pay damages.”). The State is claiming an
unfettered right to decide whether to assert its contractual
rights against MCOs, leaving providers like Saint Anthony to
fend for themselves as best they can in the face of systemic
and crippling breaches by MCOs.
    I do not read section 1396u-2(f) as permitting such a
hands-off approach. The Holmesian theory works with
private contracts that do not implicate larger social and public
interests. It does not fit with Medicaid, a program that
50                                                No. 21-2325

provides critical health care to more than 70 million
Americans. Actual performance matters, and it matters to
Congress. A reasonable State official deciding whether to
accept federal Medicaid money would not have expected she
could take that hands-off approach to MCO payments to
providers. The Medicaid statute does not allow a State to
accept federal Medicaid funds, to delegate implementation to
MCOs, and then to wash its hands of supervising that
implementation.
    Congress certainly did not intend for MCOs to go
unsupervised. It knew that MCOs have powerful incentives
to delay payment to providers for as long as possible and
ultimately to underpay to maximize their own profits. The
Act therefore contains several provisions to counteract that
problem in addition to section 1396u-2(f). They also help
inform our understanding of the particular provision in
dispute here.
    The Act imposes reporting and oversight responsibilities
on States that use managed care. For example, section
1396b(m)(2)(A)(iv) requires a State’s contract with an MCO to
permit the State “to audit and inspect any books and records”
of an MCO related to “services performed or determinations
of amounts payable under the contract.” Section 1396u-
2(c)(2)(A)(i) further specifies that a State’s contract with an
MCO must “provide for an annual (as appropriate) external
independent review” of the “timeliness” of MCO “services for
which the organization is responsible,” including payments.
The Medicaid Act thus does not leave State officials free to
rely on the terms of their paper contracts and just to assume
MCOs are making timely payments. The Act instead requires
State officials to monitor MCO payment activities to gather
No. 21-2325                                                                51

performance data so that they know how the system is func-
tioning.
   The Act further specifies that a State must establish
provisions for imposing “intermediate sanctions” against an
MCO—short of cancelling an entire contract—that the State
can use when an MCO underperforms. 42 U.S.C. § 1396u-2(e).
The State can put an MCO on a performance plan, for
example. As discovery in this case revealed, Illinois has taken
that step with CountyCare, an MCO, after CountyCare paid
only 40% of claims within 30 days and only 62% of claims
within 90 days. The CountyCare case showed the incentive
problem in real life. The State found that CountyCare’s
Medicaid money was improperly diverted from the Medicaid
program to pay other county government bills rather than
health care providers. 3
    The majority makes much of the State’s “discretionary”
contractual enforcement authority. E.g., ante at 21, 24. But not
all of the State’s remedial obligations are discretionary. In a
case where an MCO has “repeatedly failed to meet the re-
quirements” of its contract with the State and the require-
ments in section 1396u-2, “the State shall (regardless of what
other sanctions are provided) impose the sanctions described
in subparagraphs (B) and (C) of paragraph (2).” 42 U.S.C.
§ 1396u-2(e)(3) (emphasis added). Subparagraph (B) details
the appointment of temporary management to oversee the
MCO. § 1396u-2(e)(2)(B). Subparagraph (C) permits

    3 We may consider the CountyCare information in evaluating the Rule

12(b)(6) motion without converting the motion into one for summary
judgment. The information elaborates on and illustrates factual
allegations in the complaint. E.g., Geinosky v. City of Chicago, 

,
745 n.1 (7th Cir. 2012).
52                                                  No. 21-2325

individuals enrolled with the MCO to terminate enrollment
without cause. § 1396u-2(e)(2)(C). This mandatory enforce-
ment provision, alone, should cast doubt on the State’s
Holmesian approach to Medicaid contracting because it
obliges the State to take remedial actions.
   Federal regulations add to the State’s oversight
responsibilities here. For instance, 

(a) (2016)
provides: “The State agency must have in effect a monitoring
system for all managed care programs.” The State’s
monitoring system “must address all aspects of the managed
care program, including the performance of each MCO … in
… [c]laims management.” § 438.66(b)(3). It’s hard to imagine
a more central aspect of claims management than timely
payments. Saint Anthony alleges here that the State is failing
even to collect the required data on the timeliness of MCO
payments.
    These oversight responsibilities help show that Congress
imposed on States a duty to ensure that the right to timely
payment protected in section 1396u-2(f) is honored in real life.
I therefore reject the State’s argument that Congress intended
to leave the issue of real-life compliance to the unfettered
discretion of State and federal oversight authorities. Congress
chose language that makes timely payment more than just a
paper requirement.
   The more coherent reading of the statute as a whole—
taken in context and with an understanding of its history—is
that Congress intended the State to report on and oversee
MCOs and, if an MCO is systematically not paying providers
on a timely basis, to impose on the State an obligation to act
under section 1396u-2(f) to secure providers’ rights. These
mandatory oversight responsibilities would make little sense
No. 21-2325                                                              53

if that were not the case. The mandatory statutory language,
coupled with the additional oversight and reporting
responsibilities, helps show that section 1396u-2(f) must be
doing more than imposing merely the formality of contract
language. Providers’ right to timely payment must exist in
reality. Section 1396u-2(f) defines the minimum terms of the
provider’s right to timely payment and is provider-specific. It
uses “individually focused terminology,” Gonzaga, 

, unmistakably “phrased in terms of the persons
benefited.” 

, quoting Cannon v. University of Chicago,

, 692 n.13 (1979). 4
    C. Fair Notice to the State?
   In leaving Saint Anthony to pursue arbitrations against all
the MCOs, despite State officials’ (alleged) failures to address
systemic problems with payments, the majority also invokes
concern over separation of powers and federalism. Ante at
24–29. The majority fears that Illinois was not on fair notice
that its officials would be expected to ensure timely MCO
payments to providers, and that providers might be able to
obtain injunctive relief under section 1983 to make the officials
do their jobs.
   To determine whether Congress spoke clearly to create
rights in this case, “we must view [the legislation] from the
perspective of a state official who is engaged in the process of
deciding whether the State should accept [federal] funds and
the obligations that go with those funds.” Arlington Central
School Dist. v. Murphy, 

 (2006) (applying test

    4 The panel opinion summarized why this view is also consistent with

the so-called Blessing factors. See Saint Anthony Hospital v. Whitehorn, 

, 786–87 (2024).
54                                                  No. 21-2325

to federal funds for educating individuals with disabilities).
For the reasons explained above, a reasonable State official
would not have expected that she could use MCOs to pay for
Medicaid care without also taking on significant oversight
and enforcement duties to ensure timely payments to
providers. She would not have expected that she could ignore
actual performance under the relevant contracts.
    The majority assures us, though, that providers are
protected because the Medicaid Act gives the federal
government a nuclear bomb to use against States whose
officials fail to comply with the Act: cutting off federal
Medicaid funds. See ante at 26–27, citing Pennhurst, 

, and relying on 42 U.S.C. § 1396c (authorizing that
penalty). True enough, but let’s be realistic. All States are now
dependent on federal Medicaid dollars. To my knowledge,
the federal government has never actually used that
doomsday power against a State. Cf. National Fed’n of
Independent Business v. Sebelius, 

, 581–85 (2012)
(holding unconstitutional as unduly coercive a statutory
threat to cut off all Medicaid funds to States that did not agree
to expanded coverage under Affordable Care Act).
    Further along the lines of federalism concerns, the
majority echoes the State’s parade of horribles in which
federal district courts are turned into “de facto Medicaid
claims processors.” Ante at 27. The panel explained why that
prize-winning float in the parade should not lead us to deny
all relief. District courts have ample means to require State
officials to do their jobs without taking over administration of
claims. 100 F.4th at 789–92.
  The majority also seems to misunderstand Saint
Anthony’s focus on the need for a remedy for systemic
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breakdowns. See ante at 28. Saint Anthony has an individual
right to timely payments from each MCO covering its
patients. The question of systemic breakdowns applies to the
payments to Saint Anthony individually, not to the system for
all hospitals, for example. The majority’s concern about the
difficulty in gauging when a breakdown is “systemic” is at
worst a problem for another day, not a reason to deny relief
altogether. As the panel noted using a common metaphor in
the law, people can usually tell whether they are standing on
a plain, amid foothills, or in the mountains, even if those
boundaries are not sharp. 100 F.4th at 792. And the
CountyCare case discussed above, where State officials did
intervene to fix an MCO’s terrible payment performance,
shows that the officials can tell the difference.
    I recognize that part of the rationale for adopting the
managed care model was to ease the State’s administrative
burden. Measures that would force the State to take a more
aggressive oversight role could reduce some of the
administrative benefits the State might have hoped to gain by
switching to managed care. But while the Medicaid Act
permits States to shift major Medicaid duties to MCOs, it does
not allow States to wash their hands of effective oversight. On
the contrary, the Medicaid Act in general, and section 1396u-
2(f) in particular, show that Congress recognized the
troublesome financial incentives inherent in a managed care
system and the need for effective oversight of MCOs and their
treatment of providers’ claims for payment.
   The majority, however, seems to assume a false choice. It
assumes that if Saint Anthony can prove its allegations, the
judicial choice is binary: either the district court must prepare
56                                                  No. 21-2325

to take over day-to-day claims management, or no relief is
available at all. The options are not so limited.
    First, the Medicaid Act and the relevant contracts
recognize that perfection is not required. That much is clear
from the 30-day/90-percent pay schedule itself: pay 90% of
clean claims within 30 days and 99% within 90 days.
    Second, the State itself seems to be able to tell the
difference between minor problems and systemic ones. There
is good reason to think it can identify systemic measures that
can be effective without having the State (let alone the district
court) take over day-to-day claims management. As noted
above, for example, the State took action against CountyCare
when it “was not regularly meeting” the 30-day/90-percent
pay schedule. Decl. of Robert Mendonsa ¶ 16, Dkt. 86-10. The
State investigated, demanded that CountyCare adopt a
“Corrective Action Plan,” and reported that a few months
after adopting such a plan, CountyCare “significantly
reduced the number of outstanding claims that [were] older
than 90 days.” Id. ¶¶ 17–21. We need not and should not
adopt a mathematical definition of “systemic” failures at the
pleadings stage. That problem could await further factual
development if and when it presents a hard question.
III. Additional Issues
    Step two of the Talevski test would allow the State to try to
show that a section 1983 remedy is implicitly barred because
it would be incompatible with remedies available under the
Medicaid Act itself. As the Court in Talevski explained, the
burden is on the defendant to make such a showing. 

. This is a “difficult showing.” Blessing, 

.
The panel majority explained why the State has not made that
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showing here. 100 F.4th at 792–93. Since the majority does not
reach this issue, there is no need to repeat that explanation.
    The last issue the majority addresses is Saint Anthony’s
motion to supplement its complaint to allege due process
claims against the State officials and MCOs concerning the
handling of Medicaid claims under both the managed care
and fee-for-service systems. The majority properly, if gently,
criticizes the district court for expressing a view on the futility
of the supplement without even having allowed Saint
Anthony to address the merits. Ante at 30. I am satisfied with
the majority’s bottom line, which leaves the door open for
Saint Anthony to pursue that claim in a new case.
                             *****
    This is a hard case with high stakes for the State, for
Medicaid providers, and especially for Medicaid patients. We
are deciding this case only on the pleadings. There is one
genuine binary choice in this case: whether to affirm dismissal
of Saint Anthony’s claims under section 1983 for failure to
state a claim—no matter how egregious and systemic the
MCOs’ slow payments, no matter how little the State has done
to ensure timely payments, and no matter how devastating
the effects of the delays on Saint Anthony and its patients. We
should reverse dismissal and allow this case to move forward.
This en banc affirmance of the dismissal, however, is probably
the end of the line for Saint Anthony’s case under section
1983. Perhaps Saint Anthony and other distressed hospitals
and providers might find a more receptive audience in
Congress. I respectfully dissent.