Antitrust action involving healthcare providers; Refusal-to-deal claims under § 2 of the Sherman Act; Distinguishing Aspen Skiing Co v Aspen Highlands Skiing Corp; Termination of an agreement to include a hospital as an in-network provider; Prior course of dealings; Valid business reason; Claim under § 1 of the Sherman Act; Preliminary injunction; Likelihood of success & risk of irreparable harm factors

The court concluded that defendant-ProMedica had a legitimate business reason for ending the parties’ relationship and thus, plaintiff-St. Luke’s Hospital was “unlikely to show that ProMedica unlawfully refused to continue doing business with it.” In addition, St. Luke’s had little likelihood of showing an irreparable injury due to the availability of money damages. Thus, the court vacated the preliminary injunction the district court granted St. Luke’s in this antitrust case between healthcare providers. As part of the unwinding of a blocked merger, they signed an agreement that ProMedica’s insurance subsidiary, Paramount, would “maintain St. Luke’s as a within-network provider.” However, it provided that “Paramount could drop St. Luke’s if ownership of the hospital changed.” When a large healthcare company, McLaren Health, later merged with St. Luke’s, “Paramount ended its relationship with St. Luke’s, removing the hospital from its provider network.” ProMedica also terminated an ongoing relationship it had with a physician group at St. Luke’s. St. Luke’s alleged “that ProMedica’s refusal to do business with it violated the” Sherman Act. The court held that “the district court should not have preliminary enjoined ProMedica’s termination of the contracts” because St. Luke’s had “little chance of success on its antitrust claims and” it failed to show a risk of irreparable harm. As to the former, one “impediment to St. Luke’s refusal-to-deal claim is that the parties’ prior course of dealings demonstrates that ProMedica had a valid business reason for ending the” agreement. The “Change in Control” provision in the parties’ divestiture agreement gave ProMedica the right to terminate its ongoing relationship with St. Luke’s if St. Luke’s merged with another healthcare company. Thus, “ProMedica exercised the contractual right St. Luke’s gave it. St. Luke’s knew from the beginning that its ability to maintain its status as an in-network provider might be affected if it were acquired by another company.” The court further determined that, in “addition to this pre-approved exit ramp, other factors used to assess refusal-to-deal claims favor ProMedica’s right to end Paramount’s relationship with St. Luke’s.” St. Luke’s claim under § 1 of the Sherman Act also failed.