Full opinion text
MEMORANDUM FINDINGS OF FACT AND CONCLUSIONS OF LAW RAMBO, District Judge. Between April 3 and April 23, 2002, the court conducted a non-jury trial in the captioned matter. The following constitute the court’s findings of fact and conclusions of law pursuant to Federal Rule of Civil Procedure 52(a). I. Findings of Fact A. The Parties Plaintiffs in this action are Dr. Alan Gordon, M.D., Alan Gordon, M.D., P.C., and Mifflin County Community Surgical Center, Inc (“MCCSC”). Dr. Gordon is an ophthalmologist practicing in Lewistown, Pennsylvania. Alan Gordon, M.D., P.C. is a Pennsylvania professional corporation organized in 1981. MCCSC is a Pennsylvania corporation organized in 1998 and operating in Lewistown. Dr. Gordon is the sole stockholder in both MCCSC and Alan Gordon, M.D., P.C. Defendant, Lewistown Hospital (“the Hospital”), is a general medical and surgical hospital. The Hospital provides primary and secondary levels of acute inpatient care. It also furnishes outpatient surgical facility services. The Hospital is the only hospital located in the area of Mifflin and Juniata Counties, Pennsylvania. The Hospital engages in activities which affect interstate commerce. The Hospital, like most hospitals in the United States, has an organizational structure with three primary components. First, the Hospital has a Board of Trustees (“the Board”) which has final decision-making authority on issues affecting the Hospital. Second, the Hospital’s administration staff, led by the Hospital’s Chief Executive Officer (“CEO”), oversees day-to-day operations. The Hospital does not employ any physicians. Instead, it grants physicians staff privileges to practice at the Hospital. These physicians compose the Hospital’s third primary component, the Medical-Dental Staff. A physician must be a member of the Medical-Dental Staff to practice at the Hospital. B. The Credentialing Policy and the Peer Review Process As part of its relationship with the Hospital, the Medical-Dental Staff engages in a process known as “peer review.” During this process, select members of the Medical-Dental Staff, known as “the Credentials Committee,” make recommendations to the Board on whether a particular physician meets the minimum professional requirements to practice at the Hospital. These decisions involve determining whether a physician should be admitted to the Medical-Dental Staff and, once admitted, whether a physician’s privileges should be renewed. The Credentials Committee’s decisions are guided by the Hospital’s Credentialing Policy, which sets forth the minimum professional requirements for physicians practicing at the Hospital. The Medical-Dental Staff initially adopted the Hospital’s Credentialing Policy in 1991. The Board approved the Credentialing Policy that same year. The most recent revisions to the Credentialing Policy occurred in February, 1997. The Credentialing Policy states that “[a]ppointment to the medical staff is a privilege which shall only be extended to professionally competent individuals who continuously meet the qualifications, standards and requirements set forth in this policy and in such policies as are adopted from time to time by the Board.” (Def.Ex. 227(A)(1) at Article II, Part A, § 1.) Among other requirements, the Credentialing Policy states that only those physicians who can document “adherence to the ethics of their profession” and an “ability to work harmoniously with others” are qualified for staff privileges at the Hospital. (Id. at §§ 2(d)(2) and (4).) To be eligible for reappointment to the Medical-Dental Staff, a physician must agree “to abide by all bylaws and policies of the hospital, [the Credentialing] policy and rules and regulations of the medical staff as shall be enforced from time to time during the time the individual is appointed to the medical staff....” (Id. at Article II, Part C, § 2(b).) The instant antitrust action arises out of the Hospital’s decision to conditionally reappoint Dr. Gordon to the Medical-Dental Staff and its ultimate decision to revoke his privileges for violating those conditions. Plaintiffs claim that these actions constitute violations of Sections 1 and 2 of the Sherman Act. See 15 U.S.C. §§ 1 and 2. C. Dr. Gordon and Dr. Nancollas: A Comparison Dr. Gordon was initially appointed to the Hospital’s Medical-Dental Staff in 1980. In 1982, Dr. Gordon became a certified member of the American Board of Ophthalmology. In 1989, he became a certified member of the American Board of Eye Surgeons. Dr. Gordon is widely respected as a surgeon. His medical competence is not at issue in this case. In July of 1989, Dr. Paul Nancollas, M.D., joined the Medical-Dental Staff as an ophthalmologist. At all times since he joined the Hospital, Dr. Nancollas has been a member of the Geisinger Group-Lewistown, a group of physicians in Lewis-town associated with the Geisinger Corporation. In 1991, Dr. Nancollas became certified by the American Board of Ophthalmologists. Unlike Dr. Gordon, however, Dr. Nancollas is not certified by the American Board of Eye Surgeons. Through 1997, both doctors performed cataract removal surgery, although the two employ different procedures. At the time he joined the Hospital, Dr. Nancollas performed what is called a “planned extracap-sular cataract extraction” (“ECCE” or “ex-tracapsular extract”). During ECCE, the physician makes an eight to twelve millimeter (“mm”) incision in the patient’s eye, removes the cataract (either in whole or in several fragments), and then inserts an artificial intraocular lens through the incision. Given the length of the incision required, the physician will normally make his incision in the sclera, the white vascular portion of the eye. This relatively large incision also necessitates that the physician use stitches to secure the wound structure while the eye heals. For almost the entire length of his professional career, Dr. Gordon has primarily used a different cataract removal procedure, “phacoemulisification” (“phaco procedure” or “phaco”). During a phaco procedure, the physician can make a smaller incision, typically three to five mm. Dr. Gordon usually makes a 2.8 mm multi-plane incision in the cornea which requires no stitches to heal. After making the incision, a physician performing phaco inserts a microsurgical instrument — called a pha-coemulsifier — through the incision. The phacoemulsifier uses ultrasonic energy to break the cataract into many, very small fragments. The physician then suctions out the fragments through the incision. Because of the smaller incision, a physician using phaco may make his incision in the cornea as opposed to the sclera. Unlike the sclera, the cornea is not vascularized. Therefore, making the incision in the cornea exposes a patient to less risk of complications. Additionally, the recovery time for phaco procedures is generally shorter than ECCE procedures. For these reasons, by the mid-1990s, phaco became the preferred procedure of ophthalmologists in the United States. Both procedures, however, are still practiced, and neither falls below the standard of care for outpatient cataract surgery. The incision is not the only difference between Dr. Gordon’s and Dr. Nancollas’ surgical methods. Once he removes the cataract, Dr. Nancollas implants a seven mm non-foldable, rigid intraocular lens. Dr. Gordon, on the other hand, uses a foldable lens that he inserts through his smaller incision. Use of both lenses, however, falls within the applicable standard of care. Moreover, from the patient’s perspective, the use of a foldable or non-foldable lens does not affect their ability to see. The two physicians also employ different methods of anesthesia. Dr. Gordon generally uses only local topical anesthesia. That is, before surgery begins, Dr. Gordon bathes the patient’s eye with a pledgit, a small piece of cotton soaked with local anesthesia and a dilating agent. The local anesthesia numbs the area around the eye. The patient is conscious throughout' the procedure, and no injections are required. If the patient feels some discomfort during the procedure, Dr. Gordon uses eye drops containing anesthesia to relieve the pain. On the other hand, Dr. Nancollas uses a peribulbar block to anesthetize his patients for surgery. A peribulbar block requires that the physician inject a needle containing anesthesia into the portion of the muscle cone directly below the eyeball. In both forms of periocular anesthesia — peri-bulbar and retrobulbar blocks — the doctor makes an injection without being able to see the end of the needle. This is important because, without being able to see the end of the needle, there is a greater risk that the physician will inadvertently puncture the ocular nerve, causing severe damage to the eye and other components of the central nervous system. Because a peribulbar block injection is both painful and shocking to the patient, Dr. Naneollas gives his patients a sleep dose of general anesthesia, via an intravenous line, before administering the block. As a result, risks uniquely associated with Dr. Naneollas’ anesthetic method include perforation of the eyeball, respiratory arrest, hemorrhage, eechymoses (bruising), and ptosis (droopy eyelid). Although a peribulbar block exposes a patient to more complications than does topical anesthesia, both methods are within the standard of care. In fact, a majority of cataract surgeons who now employ the phaco procedure still use either a retrobulbar or peri-bulbar block to anesthesize their patients. With the rare exceptions of a retrobulbar hemorrhage — which was self-limiting and did not damage the patient’s eye — and a case of ptosis — which did not interfere with the patient’s vision and resolved once post-operative swelling subsided — Dr. Naneollas’ patients have not experienced any complications from his choice of anesthesia. D. The Relevant History of Dr. Gordon’s Tenure 1. The 28 Day Suspension Following a series of incidents involving Dr. Gordon and other physicians and nurses in late 1991 and 1992, the Credentials Committee recommended that the Board suspend Dr. Gordon’s privileges for a period of twenty-eight days. The Board agreed, and on August 3,1992, then-Hospital President William DeWire wrote Dr. Gordon, informing him of the suspension. The Credentials Committee purposely chose a twenty-eight day suspension period to avoid reporting the matter to the National Practitioner Databank. The Committee wanted to send Dr. Gordon a message regarding his behavior and ability to work with others, without significantly inhibiting his ability to practice medicine. 2. The 45 Day Suspension In 1994, the Hospital began to receive complaints from patients and their families regarding harassing, inappropriate, and intimidating phone calls from Dr. Gordon. During these conversations, Dr. Gordon would attack and belittle the patients for choosing Dr. Naneollas as their ophthalmologist. Specifically, John Whitcomb, Hospital CEO and President from 1993 through May of 1997, received a letter from a former Dr. Gordon patient, Helen Miller. This seventy-two year old woman indicated to Whitcomb that Dr. Gordon complained to her about her decision to switch to Dr. Naneollas. Additionally, Marilyn Shupp complained to Dr. Dan Creighton, former Chairman of the Credentials Committee, that Dr. Gordon had called her mother, Mary Lontz— another former patient of Dr. Gordon — the night before Lontz was scheduled to have cataract surgery with Dr. Naneollas. During that conversation, Dr. Gordon complained about Lontz’s decision to use Dr. Naneollas. Whitcomb also received a complaint from Ardella Paige that Dr. Gordon contacted her to inquire as to why she switched to Dr. Naneollas. On February 10, 1995, Whitcomb received yet another letter from a patient, Mildred Goss, complaining of Dr. Gordon’s conduct. In that letter, Goss, a former patient of Dr. Gordon, explained that she received a phone call from Dr. Gordon inquiring as to why she decided to use Dr. Naneollas to treat an emergency eye.problem. According to Goss, she told Dr. Gordon that an optometrist from Lewistown had referred her to Dr. Naneollas because Dr. Gordon was not available. Dr. Gordon responded by calling her “a liar” and then “ridiculed Dr. Naneollas and said he was still a student and wasn’t able to operate for cataracts.” (Def.Ex. 226(a)(17).) As a result of these troubling complaints, Hospital counsel wrote two letters to Dr. Gordon’s counsel indicating that if the Hospital were to receive additional complaints from patients, the matter would be referred to the Medical-Dental Staff for investigation. Despite these warnings, Dr. Gordon’s behavior did not abate. The Administration received two additional complaints from patients indicating that Dr. Gordon had placed unwanted and unsolicited calls to them complaining about their decision to use Dr. Naneollas. Additionally, Whitcomb received a complaint regarding Dr. Gordon’s behavior in the Same Day Surgery Unit on August 24, 1994. On that day, a nurse complained that Dr. Gordon failed to dictate a medical history and physical for one of his patients awaiting surgery. Despite being instructed twice that he would have to complete the dictation before the patient would be allowed into surgery, Dr. Gordon did not do so. When Dr. Gordon was reminded a third time, he simply wrote “heart and lungs clear” on the patient’s' record. The nurse refused to accept the record and would not allow Dr. Gordon to take the patient into the operating room. In response, Dr. Gordon stated in a loud voice that the nurse who refused to release his patient to surgery “didn’t give a damn about the patients.... ” (Def.Ex. 226(1) at ¶ II.B.) Dr. Gordon also screamed at the nurses on staff, “you are all assholes.” (Id.) These statements were made in front of several patients. Whitcomb referred these complaints to the Credentials Committee for investigation. On November 29, 1995, the Credentials Committee issued its finding that, among other things, Dr. Gordon had engaged in a series of inappropriate and harassing phone calls to patients and had acted inappropriately in the Same Day Surgery Unit on August 24, 1994. As a result, the Credentials Committee recommended that Dr. Gordon be suspended for forty-five days. By letter dated December 5, 1995, Whitcomb informed Dr. Gordon of the Credentials Committee’s decision and his right to appeal that matter to a neutral arbitrator. Dr. Gordon appealed that decision to the arbitrator. On July 1, 1996, the arbitrator issued her decision upholding the suspension. With regard to the incident in the Same Day Surgery Unit, the arbitrator found that Dr. Gordon inappropriately “chose to publicly confront the nurse. Not only was this disruptive, but it was ineffective in obtaining the result he sought. It was reasonable for the Credentials Committee to base Dr. Gordon’s suspension, in part, on this behavior.” (Id.) Additionally, the arbitrator criticized Dr. Gordon for his phone calls to former patients harassing them about choosing Dr. Nancollas as their ophthalmologist. With respect to these calls, the arbitrator stated: Dr. Gordon did not deny these calls occurred, although he could not recall the exact circumstances of several calls. He testified that he made the calls so that patients would look into alternatives, at the same time acknowledging that the calls would have the effect of increasing a patient’s anxiety and that patients could do little, if anything, to explore their alternatives on the eve of surgery. These phone calls show extremely poor judgment, and are, in my view, cruel to the patients about whom Dr. Gordon professes to care. Once again, whether Dr. Gordon’s concerns about the adequacy of other physicians and other procedures are real is not the issue. The issue is that the manner in which Dr. Gordon has chosen to express his concerns is unacceptable and disruptive to the Hospital. The recommendation of the Credentials Committee to suspend Dr. Gordon’s privileges for 45 days, based in part on these telephone calls, was reasonable and supported by the evidence. (Id. at HII.C (emphasis added).) The Hospital reported the suspension to the National Practitioner Databank. 3. The Intervening Summary Suspension While Dr. Gordon was exhausting his appellate rights regarding the forty-five day suspension, Whitcomb received several more complaints from patients, physicians, and nurses regarding Dr. Gordon’s conduct. As a result, the Hospital summarily suspended Dr. Gordon’s privileges on April 19, 1996, pending resolution of the appeal regarding the forty-five day suspension. Dr. Gordon also appealed the summary suspension to the arbitrator. By a letter dated May 20, 1996, the arbitrator upheld the summary suspension. 4. The 1996 Conditions of Reappointment During this period, the Hospital had before it Dr. Gordon’s application for staff reappointment for the period from February, 1995 to January 1, 1997. As the events described above unfolded, the Credentials Committee considered denying the application. On August 2, 1996, Dr. Charles Everhart, Chairman of the Credentials Committee, wrote Dr. Gordon explaining the Hospital’s position: The Credentials Committee has a very long history of dealing with problems created by your behavior and of imposing conditions and discipline in an effort to make you understand that your behavior cannot continue. A vastly disproportionate share of the Credentials Committee’s time and of the Hospital’s resources have been devoted to problems created by you. This is notice to you that those extensive efforts on your behalf are over. You will not be recommended for reappointment unless the Credentials Committee receives from you, absolute, credible assurances that you understand that your behavior has been inappropriate and that, in the future, you will consistently conduct yourself strictly in accordance with [the] standards outlined in this letter and with all hospital and medical staff bylaws and policies. (Def.Ex. 227(A)(6) at ¶ 10.) On August 14, 1996, Dr. Gordon responded to Dr. Everhart’s letter stating, among other things: I will use the administrative channels to register complaints or concerns about poorly functioning equipment, or about others practicing at the hospital or assisting me. I find that my phone calls to patients were counterproductive and I stopped making these calls in late 1995. Although I feel that patients ought be informed of their situation, I have not called patients for sometime nor is it my intention to call or otherwise attempt to communicate with the patients of any other ophthalmologist for the purpose of commenting on that physician’s training, skill, or competency or the procedure performed by such physician. (Def.Ex. 227(A)(7) (emphasis added).) Despite Dr. Gordon’s conciliatory rhetoric, within a few weeks of returning to the Hospital after the forty-five day suspension, Dr. Gordon was involved in yet another incident. On September 5,1996, Dr. Gordon and another physician engaged in a shouting match on the Hospital’s third floor. Apparently, Dr. Gordon was infuriated because the other physician had referred a patient to Dr. Nancollas. Although Dr. Everhart — speaking on behalf of the Credentials Committee — expressed his displeasure regarding Dr. Gordon’s involvement in the incident, no disciplinary action was taken against Dr. Gordon as a result of this event. In a letter dated September 30, 1996, Dr. Everhart, writing on behalf of the Credentials Committee, indicated that the Hospital would recommend that Dr. Gordon be reappointed to the Medical-Dental Staff contingent upon his acceptance of seventeen “Conditions for Reappointment.” On October 10,1996, after consulting with counsel, Dr. Gordon agreed to the Conditions of Reappointment. On November 11, 1996, Robert Postal, Chairman of the Board of Trustees, wrote to Dr. Gordon indicating that the Board had accepted the Credentials Committee’s recommendation of conditional reappointment. Postal, again, requested that Dr. Gordon indicate his willingness to abide by the Conditions of Reappointment. On November 14, 1996, Dr. Gordon signed a document stating, “I accept the above conditions relative to my reappointment and renewal of privileges at Lewistown Hospital and intend to be legally bound thereby.” (Def.Ex. 227(A)(11) at p. 4.) At issue in the instant litigation are Paragraphs 2 and 3 of the Conditions for Reappointment, which required the following: (2) You [Dr. Gordon] must use appropriate administrative channels to register any complaint or concern that you might have about others practicing at the Hospital. Specifically, any complaint or concern about any other member of the Medicalr-Dental Staff must be in writing addressed to either the President of the Medical Staff or the Chairperson of the Credentials Committee, with a copy to the President of the Hospital. Any complaint or concern about any nursing personnel shall be reported in writing to that individual’s supervisor, with a copy to the President of the Hospital. Any other complaint or concern about scheduling, equipment or any other matter must be in writing directed to the President of the Hospital; (3) You shall not call, or otherwise attempt to communicate with, the patients of any other ophthalmologist, or other physician practicing in the Hospital, for the purpose of commenting on the physician’s training, skill or competence or the procedure performed by such physician. Furthermore, other than in response to a specific question or for the purpose of a referral, you shall not make any comment about any other ophthalmologist as part of your discharge instructions or at any time when dealing with patients who have been or will be treated at the Hospital. (Id. (emphasis added).) Dr. Gordon contends that these two paragraphs constitute an unreasonable restraint on trade. The court, however, finds that Conditions 2 and 3 were reasonable in light of Dr. Gordon’s past conduct and did not impermissibly restrain trade in any relevant antitrust market at issue in this case. 5. The Gordon/Nancollas Advertising War Throughout the 1990s, both Dr. Gordon and Dr. Nancollas placed several newspaper ads about their respective practices in the Lewistown Sentinel and other periodicals circulated in Mifflin and Juniata Counties, Pennsylvania. On September 24, 1993, the Geisinger Group placed an ad stating that Dr. Nancollas performed “modern cataract extraction,” despite the fact that, at that time, Dr. Nancollas was performing ECCE exclusively. (Pls.Ex. 26.) In another ad, dated August 17, 1995, Geisinger indicated that Dr. Nancollas provided “24 hour local emergency coverage.” (Pls.Ex. 43.) These ads also indicated that Dr. Nancollas was a “fully licensed ophthalmologist.” (Pis. Exs. 26 and 43.) The August 17th ad ran subsequent to an ad by Dr. Gordon touting his multiple board certifications. In response to what he perceived as false advertising, Dr. Gordon placed an ad in the Lewistown Sentinel on January 12, 1995. In that ad, Dr. Gordon compared himself to Dr. Nancollas and admonished readers to call the Hospital for information regarding a comparison of complication rates between the two. On January 13, 1995, Whitcomb responded by explaining to Dr. Gordon that he believed release of such information was unlawful and that Dr. Gordon should refrain from making such a recommendation in any future advertisements. The Hospital, however, took no disciplinary action against Dr. Gordon for this advertisement. Dr. Gordon ran another comparative ad on September 15,1995. That ad contained the headline “We’re confused about some recent advertising.” (Pls.Ex. 44.) In the ad, Dr. Gordon criticized “the Geisinger ophthalmologist,” pointing out the various benefits of the phaco procedure over “the older procedure.” (Id.) The ad also stated that “100% of the anesthesiologists at Lewiston Hospital have stated that they would prefer the newer anesthetic technique not yet performed by Geisinger-Lewistown if they were to have cataract surgery.” (Id.) Both Geisinger and Dr. Nancollas complained to Whitcomb about Dr. Gordon’s advertising campaign. Whitcomb responded that insofar as the September 15th ad referenced the preferences of anesthesiologists at the Hospital, he would forward the matter to the Credentials Committee for investigation as to the statement’s truth. However, “the hospital did not feel it appropriate to become involved in a matter between two parties that were external to the hospital if the hospital wasn’t implicated in any way.” (Tr. (Whitcomb) at 1812.) As a result, the Hospital took no action against Dr. Gordon for this ad, although Whitcomb did express his displeasure to Dr. Gordon regarding the ad’s confrontational tone. The Conditions of Reappointment did not prohibit Dr. Gordon from advertising. Although they did prohibit Dr. Gordon from calling other physician’s patients for the purpose commenting about the physician or his surgical method, neither Condition 2 nor 3 prevented Dr. Gordon from advertising the benefits of his surgical method. In fact, Dr. Gordon placed at least two ads in the Lewistown Sentinel— on May 1, 1997 and on September 16, 1997 — after the Hospital imposed the Conditions of Reappointment. In the second ad, Dr. Gordon pointed out the increased risks of Dr. Nancollas’ procedure without referring to him by name or as “the Geis-inger physician.” The Hospital took no disciplinary action against Dr. Gordon as a result of these ads. 6. The Hospital Revokes Dr. Gordon’s Privileges. a. The June 4,1997 Letter On June 4,1997, Dr. Gordon composed a letter containing a five-paragraph critique of Dr. Nancollas’ surgical method. Specifically, the letter complained of the following: (1) the type anesthesia that Dr. Nan-collas uses; (2) the longer duration of Dr. Nancollas’ procedures; (3) the length of Dr. Nancollas’ incision; (4) stroke risks associated with Dr. Nancollas’ incision and manner of administering anesthesia; and (5) allegedly unnecessary risks associated with Dr. Nancollas’ use of the phacoemul-sifier. Despite Condition 2’s requirement that “any complaint or concern about any other member of the Medical-Dental Staff must be in writing addressed to either the President of the Medical Staff or the Chairperson of the Credentials Committee, with a copy to the President of the Hospital,” Dr. Gordon distributed the letter to over thirty people. (Def.Ex. 227(A)(11).) He mailed the letter to all members of the Board of Trustees, the Credentials Committee, and the entire Administration. The letter was also copied to Phyllis Palm, the Hospital’s Senior Vice President, Dr. Edward Rid-ings, President of the Medical-Dental Staff, Dr. Everhart, and Margaret Dudick, the Operating Room Supervisor. This letter marked the first time that Dr. Gordon had filed a formal written complaint with the Hospital regarding Dr. Naneollas’ competency. Because Dr. Gordon had raised a concern regarding the quality of care at the Hospital, the Credentials Committee initiated a quality study of Dr. Naneollas’ procedure. The quality study concluded that Dr. Naneollas’ procedure fell within the applicable standard of care and did not expose his patients to an unnecessarily elevated risk level. However, that study was limited only to the difference in operating room time used and the amount of energy expended by the phacoemulsifier during Dr. Naneollas’ operations. b. The Margaret Seecora Phone Call On July 22, 1994, upon a referral from her optometrist, Dr. Gordon examined Margaret Seecora. During this appointment, Dr. Gordon discovered that Seecora had newly-forming cataracts in both eyes. Dr. Gordon told her about the option of cataract surgery, which she declined at that time. Dr. Gordon saw Seecora twice after that, with the last appointment occurring sometime in September of 1994. During the period from 1995 through 1997, Dr. Gordon’s office placed regular calls to Seecora regarding her eye condition. In response to a solicitation from Dr. Gordon’s office in August of 1996, Seecora indicated that she was doing well and that she was seeing her eye doctor. In April, 1997, Dr. Gordon’s office called Seecora again. She, however, declined to make an appointment, explaining that she was taking care of her condition. In March of 1997, Dr. Naneollas performed cataract surgery on Seecora. On Sunday June 27, 1997 — almost three years after he had last examined her — Dr. Gordon called Seecora at her home. During the course of this conversation, Seecora indicated that Dr. Naneollas had removed one of her cataracts. Dr. Gordon contends he was not aware of this when he called Seecora. Yet, despite Condition 3’s pellucid command that Dr. Gordon was not to “call, or otherwise attempt to communicate with, the patients of any other ophthalmologist, or other physician practicing in the Hospital, for the purpose of commenting on the physician’s training, skill or competence or the procedure performed by such physician,” Dr. Gordon did not terminate the phone call when he learned of See-cora’s association with Dr. Naneollas. (Def.Ex. 227(A)(11).) Instead, Dr. Gordon proceeded to take the opportunity to trash Dr. Naneollas to one of his patients. Dr. Gordon told Seecora that “Naneollas was just learning.” (Def. Ex. 556 at p. 31.) Dr. Gordon also suggested that Dr. Nan-collas had misled Seecora because he “sometimes doesn’t tell the whole story.” (DefiEx. 227(E) at ¶ II.B.) Seecora felt intimidated by the phone call. She also felt that Dr. Gordon was trying to solicit her to use him to remove her remaining cataract. On June 30, 1997, Jean Eckley, Seecora’s daughter, telephoned Shirley J. Gates, an administrative assistant to Palm. During that conversation, she complained about Dr. Gordon’s harassing phone call to her mother. c. The Hospital’s Decision to Revoke Dr. Gordon’s Privileges On July 15, 1997, Dr. Everhart requested that Dr. Gordon meet with the Credentials Committee to discuss the Seecora call and the June 4, 1997 letter. Dr. Gordon and his attorney met with the Credentials Committee on July 17, 1997. The next day, Dr. Everhart wrote a letter to Dr. Gordon, informing him of the Committee’s unanimous finding that he had violated paragraphs 2 and 3 of the Conditions of Reappointment. That letter also indicated that, effective July 23, 1997, Dr. Gordon would be excluded from the Hospital, his credentials would be revoked, and he would be ineligible to reapply for privileges for a period of at least five years. On August 22, 1997, at Dr. Gordon’s request, a neutral arbitrator held a hearing to address the Credentials Committee’s recommendation. On September 25, 1997, the arbitrator issued a Recommendation and Report affirming the Credential Committee’s decision to revoke Dr. Gordon’s staff privileges. Dr. Gordon requested appellate review of the arbitrator’s decision. On November 24, 1997, the Appellate Review Panel issued a Recommendation and Report agreeing with the arbitrator’s conclusions. On November 25, 1997, the Board informed Dr. Gordon that it had adopted the Credentials Committee’s recommendation. E. The Hospital’s Allegedly Predatory Tactics Plaintiffs contend that the Hospital conspired with Dr. Everhart to gag Dr. Gordon and ultimately to revoke his privileges. According to Plaintiffs, the Hospital took this course of action to placate Geisinger, an important business partner of the Hospital who had become incensed by Dr. Gordon’s comparative advertising campaign. Additionally, Plaintiffs contend that the Hospital sought to prevent Dr. Gordon from opening an independent outpatient surgical center which would compete with the Hospital in the market for outpatient facilities services and that the Hospital enlisted Dr. Everhart’s assistance in this endeavor. 1. The Hospital’s Relationship with Geisinger a. The Medical Office Building Lease Geisinger is a corporation that operates a hospital in Danville, Pennsylvania and employs various physician groups at other hospitals located throughout the Commonwealth through its various managed care health plans. The Geisinger health plans are all closed-panel plans. That is, for Geisinger to reimburse charges that patients incur, a Geisinger physician must treat the patient. Dr. Gordon is not a Geisinger physician and has been denied admission into that panel on numerous occasions. In 1983, Geisinger and the Hospital began a relationship by adopting an “Understanding of Issue Resolution.” That document indicated “that any transaction should benefit all parties involved,” and that the Hospital would not take any action to obtain additional physician services without first giving Geisinger the right to respond. (Pis. Ex. 2 at ¶¶ 5 and 12.) It was pursuant to this policy that the Hospital added Dr. Nancollas to the Medical-Dental Staff. By Fiscal Year (“FY”) 1999, Geisinger had become a significant business partner of the Hospital. Geisinger physicians accounted for a substantial share of the Hospital’s reimbursement charges. For example, an internal memorandum, generated by the Hospital’s administration, indicated that in FY 1999, the Geisinger Health Plan provided 16.9% of the Hospital’s total net patient revenue, the largest single private managed care payer of the Hospital’s reimbursement charges. Geisinger was also the largest lessee of space at the Hospital’s Medical Office Building, located adjacent to the Hospital campus. Geisinger paid the Hospital over $400,000 a year for this space. Geisinger could terminate the lease by giving the Hospital six months notice before October 31 of 1992, 1997, or 2002. Absent such notice, the lease would renew for another five-year term. Dr. Gordon makes much of the fact that the Geisinger lease at the Medical Office building was up for renewal during the same year that the Hospital revoked his privileges. Yet, in contrast to his assertions, each and every member of the Hospital staff who testified at trial indicated that there was no mention of Dr. Gordon or his ongoing conflict with the Hospital at any point during the negotiations of the lease renewal. The court finds these witnesses more credible than Dr. Gordon. See infra at Part I.G. Accordingly, the court finds that the relationship between the Hospital and Geisinger played no part in the Hospital’s decision to revoke Dr. Gordon’s privileges. b. Efforts to Recruit Other Ophthalmologists According to Plaintiffs, the Hospital has been successful in its effort to deliver the market for ophthalmological physician services in the relevant geographic market to Geisinger by foreclosing Dr. Gordon from these markets. Plaintiffs aver that the Hospital has assisted Geisinger in maintaining its control of these markets by not recruiting any ophthalmologists to compete with Dr. Nancollas. However, the Hospital attempted on numerous occasions to recruit an ophthalmologist to replace the vacancy created by Dr. Gordon’s exclusion. For example, Gordon McAleer, who replaced Whitcomb as Hospital President, attempted to induce Dr. David Werner and his partner — who practice in State College, Pennsylvania — to apply for staff privileges at the Hospital. They declined the invitation, mainly, because they were aware of the instant litigation and did not want to become embroiled in it. Palm attempted to recruit Dr. David Ludwick, an ophthalmologist practicing in Harrisburg, Pennsylvania, to apply for staff privileges at the Hospital. Her efforts were successful and in October of 1998, the same month Dr. Gordon opened MCCSC, Dr. Ludwick’s application was approved. Dr. Ludwick, however, never treated any patients at the Hospital and did not apply for reappointment when his original privileges expired. McAleer also unsuccessfully attempted to recruit Dr. Louis Betz, an ophthalmologist practicing in Lewisburg, Pennsylvania. Dr. Betz refused the invitation because, among other reasons, he feared Dr. Gordon’s litigious nature. The evidence presented at trial cuts against Dr. Gordon’s contention that the Hospital does not wish to recruit a replacement ophthalmologist to compete with Dr. Nancollas. Because the Hospital is located in a fairly remote, rural, sparsely populated area of Pennsylvania, it is not uncommon for it to have only one physician on staff for a particular surgical specialty. There are currently five or six such specialties at the Hospital. More fundamentally, there is no credible evidence that the Hospital has not maintained an open staff — such that any interested and qualified ophthalmologist could apply for staff appointment and clinical privileges — either to placate Geisinger or for any other reason. 2. Dr. Everhart’s Surgical Center Various medical surgeries, including cataract surgery, are often performed in either a hospital setting or in a free-standing outpatient surgery center [hereinafter “surgery center” or “surgi-center”]. In November of 1995, the only outpatient surgical facilities located in Mifflin and Ju-niata Counties were the Hospital and an outpatient surgery center owned by Dr. Everhart, the Endoscopy Center of Pennsylvania, Inc. (“the Endoscopy Center”). Up until 1996, Pennsylvania law required that, prior to opening a new hospital or outpatient surgical center, the Commonwealth had to issue the owner a “Certificate of Need” (“CON”), indicating that an unfulfilled need existed for additional medical facilities services in the proposed facility’s service area. Absent the issuance of a CON, no new medical facilities could be opened. In November of 1995, the Endoscopy Center, which possessed a CON, was only used to perform outpatient endoscopic procedures. Yet, Dr. Gordon asked Dr. Ever-hart for permission to perform outpatient cataract surgery at the Endoscopy Center. Dr. Everhart refused. At trial, Dr. Ever-hart stated several justifications for his decision. First, the Endoscopy Center did not have a, CON for ophthalmic surgery. Second, Dr. Everhart’s business plans did not include expanding into this area. Third, Dr. Everhart was concerned about Dr. Gordon’s litigiousness. Fourth, Dr. Everhart felt that Dr. Gordon mistreated nursing staff and that his presence at the Endoscopy Center would demoralize the staff. The Hospital took no steps to influence Dr. Everhart’s decision. During 1996, Dr. Everhart, the Hospital, and Dr. Gordon all filed CON applications with the Commonwealth. Dr. Everhart sought to expand the Endoscopy Center from a single specialty outpatient surgery center to a multi-specialty surgery center. However, Dr. Everhart was not planning on expanding into ophthalmology. The Hospital itself sought to open its own outpatient surgical center. Finally, Dr. Gordon, fed up with what he perceived as unfair limitations on his operating room time and equipment purchases, decided to open his own independent free-standing surgery center. The Hospital formally opposed Dr. Gordon’s application for a CON, arguing that the project would “create[] unnecessary operating room capacity_” (Def.Ex. 38.) In addition to its concerns regarding excess capacity, the Hospital also wished to correct false statements Dr. Gordon had made in his CON application regarding the Hospital’s operating rooms, equipment, and performance. Dr. Everhart also opposed Dr. Gordon’s CON application. During the course of his application for a CON, the Hospital refused to release any information to third parties regarding Dr. Gordon. However, Dr. Gordon had sued the Hospital previously for releasing confidential peer review materials to third parties. Accordingly, the Hospital refused to release any information regarding Dr. Gordon unless he agreed to sign a form releasing the Hospital from liability arising out of its compliance with information requests from third parties. Dr. Gordon refused to sign the proposed release. Throughout the summer of 1996, Dr. Everhart and the Hospital engaged in negotiations to form a joint venture to open an outpatient surgery center. Although the parties had prepared a “memorandum of understanding,” the negotiations broke down, and no joint venture was ever undertaken. Moreover, Dr. Everhart and Dr. Gordon have never been competitors in either the facilities market or the physician services market. No physician practicing at Dr. Everhart’s facility performs any sort of ophthalmic surgical procedures. Thus, Dr. Everhart had no improper motivation to do the Hospital’s bidding by imposing the Conditions of Reappointment or by excluding Dr. Gordon. Finally, there is no evidence that the Hospital ever pressured or instructed Dr. Everhart to impose the Conditions of Reappointment or to exclude Dr. Gordon from the Hospital. Dr. Gordon has an extensive history of making disparaging, and oftentimes dishonest, remarks about Dr. Nancollas and the nursing staff in inappropriate forums. Dr. Gordon also had a history of making inappropriate contacts with Dr. Nancollas’ patients. Thus, Dr. Everhart had ample reasons to impose Conditions 2 and 3. Before signing the Conditions of Reappointment, it was made clear to Dr. Gordon that violation of the Conditions could result in the loss of his privileges to practice at the Hospital. When Dr. Gordon violated the Conditions, Dr. Everhart and the Credentials Committee took reasonable action in response to Dr. Gordon’s persistent intransigence. There is absolutely nothing in this record which would indicate that either Dr. Ever-hart or the Credentials Committee acted inappropriately. The disparate threads of circumstantial evidence to which Dr. Gordon points cannot be woven into a blanket conspiracy. In short, Dr. Gordon has failed to convince the court that a conspiracy existed between Dr. Everhart and the Hospital to exclude Dr. Gordon from the Hospital. 3. The Transfer Agreement In December, 1996, the law requiring the CON expired. Yet, the Pennsylvania Department of Health (“DOH”) still required that any physician practicing at a surgery center have staff privileges at a hospital. Additionally, DOH regulations required that surgery centers have a transfer agreement with the closest hospital, in case the need for an emergency transfer to a hospital would be required. Up through 1998, Dr. Gordon had not received approval for the opening of his proposed surgery center. In a letter, dated August 20, 1998 — almost a year after the Hospital had excluded Dr. Gordon— Kathleen John, R.N., a DOH representative, highlighted at least eleven deficiencies revealed during an inspection of the proposed surgi-center site. On October 6, 1998, Nurse John sent another letter to Dr. Gordon regarding a second inspection by DOH personnel. Attached to that letter was a twenty-four page document highlighting deficiencies with the application. DOH required that these deficiencies be remedied before opening the proposed facility. Among these, the DOH noted that Dr. Gordon did not have a transfer agreement with the Hospital, the closest hospital to the proposed site. In response, Dr. Gordon submitted a plan of correction. In that document, Dr. Gordon indicated that he had phoned the Hospital Administration requesting that it issue him a transfer agreement by October 14, 1998. Yet, Palm never received any information regarding any such request, much less a written proposed transfer agreement. Nevertheless, on October 3 or 4, 1998, Nurse John had a meeting with Palm regarding the transfer agreement. Immediately after that meeting, Palm had the Hospital’s counsel draw up a proposed agreement on Dr. Gordon’s behalf. Both Dr. Gordon and the Hospital signed the transfer agreement on October 16, 1998. By the end of 1998, Dr. Gordon had opened MCCSC, an independent outpatient surgery center. The Hospital did not, in any way, delay the opening of MCCSC. The request for a transfer agreement was not made to the Hospital until early October of 1998, and the Hospital drafted and signed that agreement once the matter was brought to its attention by Nurse John. Additionally, as of that date, Dr. Gordon’s application was deficient in several aspects which had absolutely nothing to do with the Hospital. 4. Efforts to Discourage Other Physicians from Practicing at MCCSC. To open a surgery center, it is necessary to have at least one anesthesiologist on staff. Dr. Gordon sought to employ an anesthesiologist practicing at the Hospital to satisfy MCCSC’s need. The Hospital, however, had an exclusive contract with all anesthesiologists who had privileges at the Hospital. According to that contract, anesthesiologists practicing at the Hospital were not allowed to practice at any other facility. As a result, Dr. Gordon had to seek out the assistance of two anesthesiologists practicing in State College: Dr. Denae Powers and Dr. Edward Dench. According to Dr. Powers, Gordon MeAleer, who succeeded Whitcomb as Hospital President, approached her at a social event in the summer of 1998, only a few months before Dr. Gordon was set to open MCCSC. During that conversation, MeA-leer requested that Dr. Powers refrain from practicing at MCCSC because it would be “... detrimental to the Hospital-” (Tr. (Powers) at 374.) "When Dr. Powers indicated that, despite McAleer’s disapproval, she would be assisting Dr. Gordon, MeAleer responded, “... well isn’t that the way competition has become, dog eat dog?” {Id. at 375.) Other than this isolated comment during a social event, the Hospital took no other action to discourage Dr. Powers or Dr. Dench from associating with Dr. Gordon and MCCSC. As of the date of trial, both of these physicians practiced at MCCSC. Additionally, Dr. Yolanda Cilio, an orthopedic surgeon, testified about McA-leer’s efforts to dissuade her from practicing at MCCSC. Dr. Cilio was employed as a member of a physicians group which the Hospital subsidized in an effort to bring new specialists to the Lewistown area. Dr. Cilio applied for staff privileges at the Hospital on April 1, 2000. Under federal law, the Hospital was prohibited from requiring that Dr. Cilio practice exclusively at the Hospital. On July 25, 2000, less than four months after applying for privileges to practice at the Hospital, Dr. Cilio applied for privileges at MCCSC. In August of 2000, almost two years after MCCSC opened, MeAleer approached Dr. Cilio to discuss whether she planned to work at MCCSC. She indicated that she did. MeAleer then attempted to dissuade her from associating herself with Dr. Gordon. He also indicated, however, that he was powerless to prevent her from doing so. Dr. Cilio subsequently began to treat patients at MCCSC. At some point thereafter, an article about Dr. Gordon’s surgery center appeared in a local paper. The article apparently mentioned that Dr. Cilio was treating patients at MCCSC. MeAleer then called Dr. Cilio for an explanation as to why she was practicing at MCCSC. According to Dr. Cilio, MeAleer “... was quite angry, very livid in fact, as to why my name was in that because he thought we had an understanding....” (Tr. (Cilio) at 363.) After that conversation, Dr. Cilio ceased performing surgery at MCCSC. MeAleer, however, never ordered Dr. Cilio to stop practicing at MCCSC. Additionally, he took no adverse action against Dr. Cilio to punish her for practicing at MCCSC. In late May of 2001, Dr. Cilio stopped practicing at the Hospital and then left the central Pennsylvania area for personal reasons. F. Relevant Antitrust Markets The following constitute the relevant product markets in this case: (1) outpatient cataract facility services; (2) outpatient cataract physician services; (3) facility services for inpatient eye surgery; (4) facility services for emergency eye surgery; (5) physician services for inpatient eye surgery; and (6) physician services for emergency eye surgery. These are essentially three sets of complementary product markets. Because the product markets are complementary, their geographic market should be identical. The geographic scope of the markets for outpatient cataract surgery services consist of all hospitals and surgical centers performing outpatient cataract surgery which are located within thirty miles of Lewistown. The geographic scope of the markets for inpatient eye surgery services consist of all hospitals located within fifty miles of Lewistown. The Hospital does not possess market power in either the outpatient cataract surgery facility services market or the market for inpatient eye surgery facility services. The geographic scope of the markets for emergency eye surgery services consist of Mifflin and Juniata Counties. The Hospital is the only provider of emergency eye surgery facility services in this area. Therefore, it possesses market power in this antitrust market. The Hospital’s actions did not cause anti-competitive effects in any of the relevant antitrust markets in this case. G. Dr. Gordon’s Credibility Dr. Gordon was not a credible witness regarding either his conduct or the Hospital’s reaction to it. Dr. Gordon made a material misstatement of fact on his August 15, 1999 application for re-certification to the American Board of Eye Surgery. In that document, Dr. Gordon was asked, “Have your privileges at any hospital or surgical facility been restricted, suspended, withdrawn, or not renewed at any time during the past ten years?” (Def. Ex. 501 at p. 3.) Dr. Gordon replied “Yes.” (Id.) However, when asked to explain the circumstances and final result of such disciplinary action, Dr. Gordon stated only that he “move [sic] to surgery center.” (Id.) Dr. Gordon’s abrupt characterization of his extensive history of disciplinary problems at the Hospital differs greatly from the reality of the situation. Put bluntly, Dr. Gordon did not merely move from the Hospital to a surgery center. Rather, he was expelled from the Hospital after three suspensions and a violation of his conditional reappointment. His failure to explain this history in any relevant detail indicates an unwillingness to be truthful about his long history with the Hospital. Moreover, the application also asked Dr. Gordon whether “any disciplinary action [has] been taken [against you] by ... [a] hospital or surgery facility, or any other ethics, grievance, quality review and/or professional conduct committee at any time during the past ten years?” (Id.) Dr. Gordon replied, “No.” (Id.) This constitutes a he and further bolsters the conclusion that Dr. Gordon is unwilling to tell the truth about the Hospital’s disciplinary action against him. Additionally, during trial, evidence was presented indicating the true motivation for the instant action — Dr. Gordon’s desire to ruin the Hospital by dragging it through protracted and expensive litigation. In this respect, Dr. Ridings, the current President of the Hospital’s Medical-Dental Staff, testified at trial: Q: Dr. Ridings, has Dr. Gordon made statements to you regarding his desire and goals with respect to the Lewistown Hospital? A: Yes, he has. Q: And what has he said to you, sir? A: He has told me several times when we were still friendly that his only goal regarding Lewistown Hospital was to cause it to fail and fold and close. (Tr. (Ridings) Vol 12 at 213.) Finally, Dr. Gordon’s disruptive conduct after his termination is consistent with this goal. For example, the Hospital’s Medical-Dental Staff held an off-premises meeting at a local hotel sometime during the latter part of 2001, over four years after the Hospital revoked Dr. Gordon’s staff privileges. Although he was not invited because he was not a member of the Medical-Dental Staff, Dr. Gordon showed up at the meeting. He walked in while McAleer was' giving a speech. When McAleer finished his speech, Dr. Wooten, who was running the meeting asked Dr. Gordon if he would leave because he had not been invited to the meeting. Dr. Gordon refused to leave. Thereafter, Dr. Rid-ings requested that all invitees who wanted Dr. Gordon to leave to stand up. Upon Dr. Ridings’ request, all invitees stood. Dr. Gordon insisted that he would not leave. As a result, Dr. Ridings adjourned the meeting, and the entire staff left. Dr. Gordon has a personal problem with the Hospital and the way he feels they have treated him. As a result, he has demonstrated a willingness to lie about his disciplinary history with the Hospital, a desire to cause the Hospital to fail financially, and a need to disrupt the Hospital’s operation when the opportunity presents itself. As a result, Dr. Gordon’s testimony regarding his behavior, and the Hospital’s reaction to it, cannot be trusted. H. Procedural History On June 25, 1999, Plaintiffs filed the instant suit against the Hospital and various other entities. On February 2, 2000, Plaintiffs filed an amended complaint against the Hospital only, alleging violations of Sections 1 and 2 of the Sherman Act. See 15 U.S.C. §§ 1 and 2. Plaintiffs’ amended complaint stated eight causes of action under the Sherman Act. In that document, Plaintiffs alleged five Section 1 causes of action: a contract in restraint of trade (Count I); illegal tying arrangement (Count II); reciprocal dealing (Count IV); boycott (Count V); and exclusive dealing (Count VI). Plaintiffs also alleged three Section 2 claims: attempted monopolization (Count III); and two claims for conspiracy to monopolize (Counts VII and VIII). After the expiration of the discovery period, the parties filed cross-motions for summary judgment.' On May 21, 2001, the court granted summary judgment in favor of Defendants as to Counts I, IV, V, VII, and VIII, setting up a trial on Counts II and III. The parties then filed cross-motions for partial reconsideration of the court’s order of May 21, 2001. On August 15, 2001, the court granted in part Plaintiffs’ motion for partial reconsideration. Specifically, the court held that it had erroneously included Count I in the list of claims on which the court granted summary judgment in favor of the Hospital. The court also granted in part the Hospital’s motion for partial reconsideration, holding that because Plaintiffs’ remaining claims against the Hospital arose out of peer review decisions, those claims would not support an award of monetary damages against the Hospital pursuant to the Health Care Quality Immunity Act. See 42 U.S.C. §§ 11101(5) and 11111(a). Accordingly, the only issues left for trial were Counts I, II, and III. Additionally, if the court were to find that the Hospital violated the Sherman Act, the court would also have to determine whether Dr. Gordon was entitled to injunctive relief; principally reinstatement of his privilege to practice at the Hospital. II. Discussion A. Count I: Unreasonable Restraint on Trade In Count I of the amended complaint, Plaintiffs aver that: The Hospital engaged in various contracts, combinations and conspiracies ... whereby Dr. Gordon was required to enter into a November, 1996 gag contract that prevented Dr. Gordon from communicating truthful non-deceptive information to patients relevant to their surgical decisions, including their choice of ophthalmologist, foreclosed Dr. Gordon from supplying services in the relevant physician opthalmic [sic] surgical markets, and created an unreasonable restraint of trade, all in violation of Section 1 of the Sherman [Act], 15 U.S.C. § 1. (Amend. Compl. at ¶ 47.) Section 1 of the Sherman Act (hereinafter “Section 1”) provides that “[e]very contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce among the several states ... is declared to be illegal.” 15 U.S.C. § 1. In spite of its sweeping language, courts have long held that literal application of Section 1 would render virtually every business arrangement unlawful. See, e.g., Chicago Bd. of Trade v. United States, 246 U.S. 231, 238, 38 S.Ct. 242, 62 L.Ed. 683 (1918) (“Every agreement concerning trade, every regulation of trade, restrains. To bind, to restrain, is of their very essence.”). Because even beneficial restraints on trade would be prohibited by a literal interpretation of Section 1, that provision has been interpreted as applying only to those contracts or combinations which are “unreasonably restrictive of competitive conditions.” Standard Oil Co. v. United States, 221 U.S. 1, 58, 31 S.Ct. 502, 55 L.Ed. 619 (1911). Relying on Supreme Court case law, the Third Circuit has enumerated three different tests to determine whether a business contract, combination, or conspiracy constitutes an unreasonable restraint on trade in violation of Section 1:(1) the traditional rule of reason test; (2) the per se test; and (3) the quick look rule of reason test. See United States v. Brown Univ., 5 F.3d 658, 668-69 (3d Cir.1993). In its memorandum regarding the parties’ cross-motions for summary judgment, the court held that the appropriate standard for evaluating the Section 1 claim in this case is the traditional rule of reason test. See Gordon v. Lewistown Hosp., No.1:CV-99-1100, slip op. at 20-21 (M.D.Pa. May 21, 2001) (citing Orson, Inc. v. Miramax Film Corp., 79 F.3d 1358, 1368 (3d Cir.1996) (“The Supreme Court has instructed that vertical restraints of trade, which do not present an express or implied agreement to set resale prices, are evaluated under the rule of reason.”); Parikh v. Franklin Med. Ctr., 940 F.Supp. 395, 401 (D.Mass.1996) (“Given the potential harms and benefits to competition flowing from vertical agreements ... courts generally apply a rule of reason in deciding whether a particular agreement violates § 1 of the Sherman Act....”); MHB Distribs., Inc. v. Parker Hannifin Corp., 800 F.Supp. 1265, 1268 (E.D.Pa.1992) (“The appropriate standard for reviewing vertical non-price restraints is rule of reason.”)). Pursuant to the traditional rule of reason test, “[t]he plaintiff bears an initial burden ... of showing that the alleged combination or agreement produced adverse, anti-competitive effects within the relevant product and geographic markets.” Brown Univ., 5 F.3d at 668. However, because proof of actual anti-competitive effects is often impossible to make — due to the difficulty of isolating the market effects of challenged conduct — courts allow a plaintiff to present proof of the defendant’s market power to satisfy its initial burden. Id. (citing NCAA v. Board of Regents of the Univ. of Oklahoma, 468 U.S. 85, 110, 104 S.Ct. 2948, 82 L.Ed.2d 70 (1984); Tunis Bros. Co. v. Ford Motor Co., 952 F.2d 715, 727 (3d Cir.1991); and 7 P. Areeda, Antitrust Law ¶ 1503, at 376 (1986)). Once a plaintiff has successfully met its initial burden under the traditional rule of reason, the burden then shifts to the defendant to “show that the challenged conduct promotes a sufficiently pro-competitive objective.” Id. at 669. If the defendant carries this burden, the plaintiff must prove that the “restraint is not necessary to achieve the stated objective.” Id. “[T]he finder of fact must decide whether the questioned practice imposes an unreasonable restraint on competition, taking into account a variety of factors, including specific information about the relevant business, its condition before and after the restraint was imposed and the restraint’s history, nature, and effect.” State Oil Co. v. Khan, 522 U.S. 3, 10, 118 S.Ct. 275, 139 L.Ed.2d 199 (1997). In sum, under the rule of reason “the test of legality is whether the restraint imposed is such as merely regulates and perhaps thereby promotes competition or whether it is such as may suppress or even destroy competition.” Chicago Bd. of Trade, 246 U.S. at 238, 38 S.Ct. 242; see also Martin B. Glauser Dodge Co. v. Chrysler Corp., 570 F.2d 72, 82 (3d Cir.1977) (“The ultimate test of legality, of course, is whether the particular restraint promotes or impairs competition.”). 1. Plaintiffs’ Initial Burden Essentially, Plaintiffs allege that the Hospital imposed the Conditions of Reappointment on Dr. G