Anthem Blue Cross & Blue Shield/Wellpoint in Richmond, Virginia. September 19, 2015. Photo by Diego M. Radzinschi

A federal judge in New York on Tuesday dismissed a derivative lawsuit that accused directors of the country's largest pharmacy benefits manager of hiding from investors its troubled relationship with health insurance giant Anthem Inc.

In a 19-page unpublished opinion, U.S. District Judge Edgardo Ramos of the Southern District of New York said the complaint, filed by the trustees of a West Virginia-based pension fund, had not identified any material misstatements by the board, which would have exposed Express Scripts Holding Co. directors to personal liability in the case.

The ruling came just months after the Ramos decision, in August, that rejected similar claims in a federal securities action, saying there was no evidence to support allegations that board members had failed to disclose to investors that Express Scripts was in danger of losing an important contract with its biggest client.

In the derivative case, plaintiffs pointed to a series of regulatory filings, investor calls and press releases that, they said, painted an overly optimistic picture of Express Scripts' working relationship with Anthem, even as the two companies were mired in deep disagreements over pricing and Express Scripts' ability to follow through on a 2009 pharmacy benefits management agreement.

According to the pension-fund trustees, Express Scripts directors knew by December 2015 that Anthem had accused Express Scripts of breaching the agreement, but still told investors that the partnership remained strong.

The directors countered that the plaintiffs had engaged in group pleading and denied that any of the statements had in fact been misleading. Because none of the directors faced the threat of personal liability, they said, the case should be dismissed for failing to make a pre-suit demand that the board consider filing its own litigation.

In his opinion, Ramos said that none of the statements cited by plaintiffs rose to the level of material misstatements. Rather, he said, they reflected the kind of optimism and “puffery” that is too vague to be under Delaware law.

“Here, plaintiffs have largely only offered allegations that Express Scripts should have been more candid about the Anthem relationship in its SEC filings, not that Express Scripts' statements regarding risks in its SEC filings was, itself, untrue,” Ramos wrote.

“For the same reasons as stated in the securities opinion, then, the court finds that plaintiffs cannot show demand futility by pointing to these statements in Express Scripts' SEC filings, which discuss general risks and state that Express Scripts was renegotiating with Anthem without delving into further detail about the exact dispute between the parties.”

Ramos, however, dismissed the case without prejudice, giving the plaintiffs the opportunity to file an amended complaint.

Attorneys for both sides were not immediately available to comment on Thursday.

The plaintiffs were represented by Benny C. Goodman III, Erik W. Luedeke and Samuel H. Rudman of Robbins Geller Rudman & Dowd.

The director defendants were represented by Jay B. Kasner, Scott D. Musoff, Michael C. Griffin, Paul J. Lockwood and Jenness E. Parker of Skadden, Arps, Slate, Meagher & Flom.

The case was captioned Brewer v. Breen.