ADDITIONAL CASES American Anesthesiology of Syracuse, P.C., and North American Partners In Anesthesia, L.L.P, Counter-Claimants v. St. Joseph’s Hospital Health Center, Counter-Defendant MEMORANDUM DECISION AND ORDER I. INTRODUCTION Plaintiff St. Joseph’s Hospital Health Center initiated this action on February 26, 2024, against Defendants American Anesthesiology of Syracuse, P.C., American Anesthesiology of Syracuse, Inc., NMSC II, LLC, and North American Partners in Anesthesiology, L.L.P, asserting antitrust claims under the Sherman Act, 15 U.S.C. §1 et seq., and New York law, N.Y. Gen. Bus. Law §340. (Dkt. No. 1.) On March 7, 2024, Defendants answered the complaint and American Anesthesiology of Syracuse, P.C., and North American Partners in Anesthesiology, L.L.P (together, “NAPA”), asserted a counterclaim for breach of contract. (Dkt. No. 20.) The same day, NAPA moved by order to show cause for a temporary restraining order and preliminary injunction. (Dkt. Nos. 22-25.) The motion is fully briefed. (Dkt. Nos. 32, 38.) The Court heard oral argument on the motion via telephonic conference on March 15, 2024. For the following reasons, NAPA’s motion for a temporary restraining order is denied. II. FACTS1 A. Parties St. Joseph’s operates a 431-bed hospital in Syracuse, New York, that offers “a variety of inpatient and outpatient services, including cardiology, obstetrics, surgery, and Level II trauma care.” (Dkt. No. 32-3, 2; see also Dkt. No. 1,
8-9.) American Anesthesiology of Syracuse, P.C., is an affiliate of North American Partners in Anesthesia, LLP, which is an “anesthesia management company.” (Dkt. No. 24, 3.) Both American Anesthesiology of Syracuse and North American Partners in Anesthesia are headquartered in Melville, New York. (Dkt. No. 20, at 20, 2-3.) B. Underlying Agreement St. Joseph’s and American Anesthesiology of Syracuse entered into an Administrative and Clinical Services Agreement (the “Agreement”), effective December 31, 2018. (Dkt. No. 24, 4; Dkt. No. 24-1.) The Agreement “establishe[d] an exclusive services arrangement between [St. Joseph's] and [American Anesthesiology of Syracuse] for the provision of anesthesiology services for patients of [St. Joseph's],” including the provision of anesthesiologists and certified registered nurse anesthetists (“CRNAs” and, together with anesthesiologists, “clinicians”). (Dkt. No. 24-1, at 2-3; Dkt. No. 24, 3.)2 The Agreement’s original term expired on December 31, 2020, with an automatic renewal for a period of two years unless either party gave notice 180 days or more before the expiration of the Agreement. (Dkt. No. 24-1, at 14.) Via multiple amendments, the Agreement term was extended to July 1, 2024. (Dkt. No. 24, 4; Dkt. Nos. 24-2, 24-3, 24-4.) On March 1, 2021, by Assignment and Assumption Agreement, American Anesthesiology of Syracuse assigned the Agreement (among other service contracts) to North American Partners in Anesthesia. (Dkt. No. 24, 5; Dkt. No. 24-5.) The Agreement includes a non-solicitation clause, section XIII.D (the “Non-Solicitation Clause”), that reads in pertinent part: Employee Inducement. During the Term of this Agreement and for two (2) years from the date of termination of this Agreement, either Party will not directly or indirectly, whether as an individual, advisor, employee, agent, or otherwise take any action to induce any employee to cease his or her employment with the other Party. (Dkt. No. 24-2, at 5.)3 C. Relevant Conduct On December 29, 2023, St. Joseph’s informed NAPA that it would not renew the Agreement when the term ended on July 1, 2024. (Dkt. No. 32-3, 9.) During subsequent contract negotiations, NAPA representatives discussed the possibility of negotiating a buyout. (Dkt. No. 32-7,
