                   United States Court of Appeals
                     FOR THE EIGHTH CIRCUIT
                         ___________
                          No. 96-3651
                          ___________

Charles D. Ulrich,               *
                                 *
            Appellant,           *
                                 *
       v.                        *
                                 * Appeal  from      the   United
States
S t . Paul Ramsey Hospital; Hennepin                         *
      District Court for the
C o u n t y Medical Center; St. Luke’s                       *
      District of Minnesota.
H o s p i t a l ; St. Joseph’s Medical Center;               *
      [UNPUBLISHED]
University of Minnesota Hospital and                         *
Clinic,                          *
                                 *
             Appellees.          *
                           ___________

                                    Submitted:               May
21, 1997
                                            Filed:         May 30,
1997
                          ___________

Before BOWMAN, WOLLMAN, and BEAM, Circuit Judges.
                      ___________

PER CURIAM.
    Charles D. Ulrich appeals the district court’s1
dismissal of his diversity action for failure to state a
claim. We affirm.




      1
        The Honorable James M. Rosenbaum, United States District Judge for the
District of Minnesota.

                                     -2-
     Ulrich, a certified public accountant, filed this
action against five Minnesota hospitals, alleging that
they received windfall payments as a result of work he
did in seeking proper reimbursement for unpaid Medicare
deductibles and coinsurance obligations. In 1988, Ulrich
discovered that Minnesota hospitals were not being
properly reimbursed for patients eligible for benefits
under both Medicare and Medicaid insurance programs. He
contacted all hospitals that had participated in the
Minnesota Medical Assistance program and offered to
pursue reimbursement on their behalf for a contingency
fee.      More than fifty hospitals agreed to the
arrangement, but defendants declined.

    Ulrich pursued the claims for his clients, eventually
settling with the state and receiving his contingency
fee. Before Ulrich could again approach the remaining
hospitals about their possibility for recovery, the
state--to resolve potential outstanding claims--offered
to pay defendants a portion of what they were owed, using
the formula that had been used in the settlement Ulrich
engineered. Ulrich claimed that because defendants did
not pay him a contingency fee, they were unjustly
enriched by his efforts. The district court dismissed
the action for failure to state a claim.

    We review de novo the district court’s interpretation
of Minnesota law, see Kovarik v. American Family Ins.
Group, 108 F.3d 962, 964 (8th Cir. 1997) (citing Salve
Regina College v. Russell, 499 U.S. 225, 231 (1991)), and
are bound by the decisions of the Minnesota courts, see
Kovarik, 108 F.3d at 964.     We also review de novo a



                           -3-
dismissal for failure to state a claim. See Alexander v.
Peffer, 993 F.2d 1348, 1349 (8th Cir. 1993).

    We agree with the district court that Ulrich’s claim
fails, as he has made no allegation that defendants’
acceptance of payments to which they were entitled was
fraudulent or illegal in any way, and he has stated no
facts to support an allegation that defendants’ actions
were morally wrong. See First Nat’l Bank v. Ramier, 311
N.W.2d 502, 504 (Minn. 1981) (no claim for unjust
enrichment absent illegal or unlawful




                           -4-
conduct by defendant); see also Servicemaster of St.
Cloud v. GAB Business Servs., Inc., 544 N.W.2d 302, 306
(Minn. 1996) (unjust-enrichment claim failed because
defendant did not receive security interest in home
“under any cloud of impropriety”); Ventura v. Titan
Sports, Inc., 65 F.3d 725, 729 (8th Cir. 1995)
(characterizing Minnesota unjust-enrichment law as “well
settled”; plaintiff won unjust-enrichment claim where
defrauded by defendant), cert. denied, 116 S. Ct. 1268
(1996); Spiess v. Schumm, 448 N.W.2d 106, 108 (Minn. Ct.
App. 1989) (constructive trust imposed where it would be
morally wrong for property holder to retain funds).

    Ulrich is not entitled to compensation from
defendants merely because his efforts in representing his
clients may have incidentally conferred a benefit upon
defendants. See Galante v. Oz, Inc., 379 N.W.2d 723, 726
(Minn. Ct. App. 1986).

    The judgment is affirmed.      Ulrich’s           motion   for
attorney’s fees and costs is denied.

    A true copy.

           Attest:

               CLERK,   U.   S.     COURT   OF   APPEALS,   EIGHTH
CIRCUIT.




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