United States District Court, D. Delaware
Richard H. Cross, Jr., Cross & Simon, LLC, Wilmington,
Delaware. Daniel W. Tarpey and Matthew M. Showel, Tarpey Wix
LLC, Chicago, Illinois. Attorneys for Plaintiff.
Raymond J. DiCamillo, Chad Shandler, Katharine L. Mowery,
Richards, Layton & Finger, P.A., Wilmington, Delaware.
Steven F. Barley, Marc A. Marinaccio, Hogan Lovells U.S. LLP,
Baltimore, Maryland. J. Robert Robertson, Hogan Lovells U.S.
LLP, Washington, DC. Attorneys for Defendants Laboratory
Corporation of America and Laboratory Corporation of America
C. Barillare, Morgan, Lewis & Bockius LLP, Wilmington,
Delaware. Eric Kraeutler, Steven A. Reed, R. Brendan Fee,
Zachary M. Johns, Alexandra M. Lastowski, Morgan, Lewis &
Bockius LLP, Philadelphia, Pennsylvania. Attorneys for
Defendants AmeriHealth, Inc., and AmeriHealth Caritas
NOREIKA, U.S. DISTRICT JUDGE
Prescient Medicine Holdings, LLC (“Prescient”), a
company that provides laboratory testing services, alleges
that Defendants have conspired to exclude Prescient from
providing those services to the Delaware market. There are
two groups of defendants, Laboratory Corporation of America
and Laboratory Corporation of America Holdings (collectively
“LabCorp”) and AmeriHealth, Inc., and AmeriHealth
Caritas Delaware Inc. (collectively “AmeriHealth”
and collectively with LabCorp “Defendants”).
LabCorp, like Prescient, provides laboratory testing
services. (D.I. 1 ¶ 17). AmeriHealth is a managed care
organization that has selected LabCorp as one of its
“in network” providers. (D.I. 1 ¶ 1).
Complaint (D.I. 1), Prescient asserts federal and state law
claims against Defendants. The federal claims arise under
Sections 1 and 2 of the Sherman Act (Count I and Count II)
and Section 16 of the Clayton Act (Count III). (D.I. 1
¶¶ 42-58). The state law claims are based on the
Delaware Deceptive Trade Practices Act (Count IV), Fraud
(Count V), Civil Conspiracy (Count VI), Tortious Interference
with Contract (Count VII), Deliberate Interference with
Prospective Business Opportunity (Count VIII), and Business
Defamation (Count IX). (Id. ¶¶ 59-100).
Pending before the Court are Defendants' motions to
dismiss all claims of the Complaint pursuant to Fed.R.Civ.P.
12(b)(6). (D.I. 14, 16). The Court has subject
matter jurisdiction over the federal claims pursuant to 28
U.S.C. § 1331 and over the state law claims pursuant to
28 U.S.C. § 1367. For the following reasons, the motions
to dismiss will be granted.
the Social Security Act, states may delegate management and
administration of Medicaid healthcare programs for low-income
populations to privately managed care organizations. See
generally Medicaid Managed Care, 81 Fed. Reg. 27498,
27500 (May 6, 2016). AmeriHealth is one of two managed care
organizations selected by the Delaware Department of Health
and Social Services, Division of Medicaid and Medical
Assistance, “to provide managed Medicaid services in
the state of Delaware.” (D.I. 1 ¶ 10). “In
its role as a managed care organization . . . for Delaware
Medicaid, AmeriHealth can choose which health care service
providers it will allow into its network . . . .”
(Id. ¶ 11). “In network” means that
Medicaid “will reimburse the provider for a portion of
the patient's services, thus lowering the out-of-pocket
costs to the patient.” (Id.). In December
2017, Prescient applied to be included as an “in
network” provider for AmeriHealth. (Id. ¶
36). AmeriHealth instead selected LabCorp as its exclusive in
network provider of laboratory services for Medicaid patients
in the state of Delaware. (Id. ¶ 38).
is based in North Carolina and provides laboratory services
nationwide. (Id. ¶¶ 5, 17-18). For several
years, LabCorp provided laboratory services to patients of a
Delaware nonprofit named Connections Community Support
Programs, Inc. (“Connections”). (Id.
¶¶ 26, 28). In January 2018, Connections entered
into a Laboratory Services Agreement with Prescient to
replace LabCorp as Connections' laboratory services
provider. (Id. ¶ 32). According to the
Complaint, LabCorp's Michael Schooley told Connections
that Medicaid would not reimburse claims for laboratory
services provided by Prescient, because Prescient was not an
“in-network” provider with AmeriHealth.
(Id. ¶¶ 34, 35, 37). After learning that
AmeriHealth had denied Prescient's application to be an
in-network provider, Connections decided to keep LabCorp as
its laboratory services provider. (Id. ¶ 40).
STANDARD OF REVIEW
survive a motion to dismiss under Rule 12(b)(6), a plaintiff
must plead facts sufficient to “state a claim to relief
that is plausible on its face.” Ashcroft v.
Iqbal, 556 U.S. 662, 677-78 (2009) (quoting Bell
Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). Courts
must accept all well-pleaded factual allegations in the
complaint as true and draw all reasonable inferences in favor
of the plaintiff. In re Rockefeller Ctr. Prop., Inc. Sec.
Litig., 311 F.3d 198, 215 (3d Cir. 2002). The
court's review is limited to the allegations in the
complaint, exhibits attached to the complaint, documents
incorporated by reference, and items subject to judicial
notice. Siwulec v. J.M. Adjustment Serv., LLC, 465
Fed.Appx. 200, 202 (3d Cir. 2012).
plead an antitrust claim, the complaint must allege
sufficient facts to show (1) antitrust standing and (2) a
relevant market. Ethypharm S.A. France v. Abbott
Labs., 707 F.3d 223, 232 (3d Cir. 2013) (stating that an
antitrust injury is threshold requirement); Queen City
Pizza, Inc. v. Domino's Pizza, Inc., 124 F.3d 430,
435 (3d Cir. 1997) (stating that a relevant market is
“a basic pleading requirement”). Defendants argue
that Counts I-III of the Complaint fail to satisfy either of
these threshold requirements. (D.I. 15 at 9-12; D.I. 17 at
3-8). The Court agrees.