Full opinion text
MEMORANDUM AND ORDER MONTI L. BELOT, District Judge. TABLE OF CONTENTS I. INTRODUCTION........................................................1263 II. PROCEDURAL HISTORY................................................1263 III. FACTS..................................................................1264 A. The Healthcare Industry..............................................1265 B. Heartland...........................................................1266 C. The Individual Defendants.............................................1267 1. Aetna..........................................................1267 2. Coventry.......................................................1267 3. Blue Cross......................................................1267 4. United.........................................................1267 5. Cigna..........................................................1268 6. Humana........................................................1268 7. HCA Midwest...................................................1268 8. Saint Luke’s....................................................1268 9. Shawnee Mission Medical Center..................................1268 10. North Kansas City Hospital.......................................1268 11. Carondelet......................................................1268 D. Contractual Relationships Between the Defendants.......................1268 1. Aetna’s Relationships ............................................1268 a. Aetna — HCA Midwest........................................1268 b. Aetna — Saint Luke’s.........................................1270 c. Aetna — Shawnee Mission Medical Center.......................1270 d. Aetna — North Kansas City Hospital............................1270 e. Aetna — Carondelet ..........................................1270 2. Coventry’s Relationships .........................................1271 a. Coventry — HCA Midwest.....................................1271 b. Coventry — Saint Luke’s......................................1272 c. Coventry — Shawnee Mission Medical Center....................1273 d. Coventry — North Kansas City Hospital.........................1274 e. Coventry — Carondelet........................................1274 3. Blue Cross’s Relationships........................................1274 a. Blue Cross — HCA Midwest...................................1274 b. Blue Cross — Saint Luke’s.....................................1275 c. Blue Cross — Shawnee Mission Medical Center ..................1275 d. Blue Cross — North Kansas City Hospital.......................1275 e. Blue Cross — Carondelet......................................1275 4. United’s Relationships................'............................1275 a. United — HCA Midwest.......................................1275 b. United — Saint Luke’s........................................1275 c. United — Shawnee Mission Medical Center......................1275 d. United — North Kansas City Hospital...........................1275 e. United — Carondelet..........................................1276 5. Cigna’s Relationships ............................................1276 a. Cigna — HCA Midwest........................................1276 b. Cigna — Saint Luke’s.........................................1276 c. Cigna — Shawnee Mission Medical Center.......................1276 d. Cigna — North Kansas City Hospital............................1276 e. Cigna — Carondelet ..........................................1276 6. Humana’s Relationships..........................................1276 a. Humana — HCA Midwest.....................................1276 b. Humana — Saint Luke’s.......................................1277 c. Humana — Shawnee Mission Medical Center.....................1277 d. Humana — North Kansas City Hospital.........................1277 e. Humana-Carondelet.........................................1277 E. Heartland’s Attempts to Obtain MCO Contracts..........................1277 1. Aetna..........................................................1277 2. Coventry.......................................................1278 3. Blue Cross......................................................1280 4. United, Cigna, and Humana.......................................1280 F. Defendants’ Internal Expressions Concerning Specialty Hospitals...........1280 1. MCO Defendants................................................1280 2. Hospital Defendants.............................................1281 a. HCA Midwest...............................................1281 b. Saint Luke’s................................................1282 c. Shawnee Mission Medical Center..............................1282 d. Carondelet..................................................1283 G. Communications Between and Amongst Defendants.......................1283 H. Common Group Associations of Defendants..............................1288 1. Classic Cup Dinners .............................................1288 2. Ingram’s Magazine Meeting.......................................1289 3. HFMA Meeting.................................................1289 I. Motion to Strike......................................................1290 IV. GENERAL SUMMARY JUDGMENT STANDARDS.........................1292 V. ANALYSIS..............................................................1292 A. Sherman Act, 15 U.S.C. § 1............................................1292 1. Heartland’s Styling of its § 1 Claim................................1292 2. Standards of Law and Summary Judgment on a § 1 Claim............1295 3. Analysis of Heartland’s § 1 Claim..................................1298 a. Direct Evidence.............................................1298 b. Economic Motive............................................1302 c. Circumstantial Evidence......................................1303 4. Individual Defendants’ Participation................................1309 a. Aetna’s Participation.........................................1309 b. Coventry’s Participation......................................1313 c. HCA Midwest’s Participation..................................1315 d. Saint Luke’s Participation ....................................1317 e. Shawnee Mission Medical Center’s Participation.................1319 f. Carondelet’s Participation ....................................1320 5. Conclusion — Sherman Act........................................1321 B. Tortious Interference with a Prospective Business Relationship.............1322 C. Civil Conspiracy......................................................1325 VI. CONCLUSION..................... ....................................1325 I. INTRODUCTION This matter comes before the court on defendants Aetna Health Inc. and Aetna Life Insurance Company’s (collectively “Aetna’s”) motion for summary judgment (Docs. 777, 778); defendants Coventry Health Care of Kansas, Inc., Coventry Health and Life Insurance Company, and SouthCare PPO, Inc.’s (collectively “Coventry’s”) motion for summary judgment (Docs. 848, 852); and defendants Midwest Division, Inc. d/b/a HCA Midwest Division (“HCA Midwest”), Saint Luke’s Health System, Inc. (“Saint Luke’s”), Carondelet Health, St. Joseph Medical Center, St. Mary’s Medical Center (collectively “Car-ondelet”), and Shawnee Mission Medical Center, Inc.’s (“Shawnee Mission Medical Center’s”) joint motion for partial summary judgment (Docs. 834, 835). The motions have been fully briefed (Docs. 833, 899, 901, 920, 921) and the court held oral argument on the motions on September 27, 2007. The motions for summary judgment (Docs. 777, 834, 848) are GRANTED in part and DENIED in part for the reasons stated more fully herein. II. PROCEDURAL HISTORY Plaintiff Heartland Surgical Specialty Hospital, LLC (“Heartland”) filed suit in April 2005 alleging antitrust, tortious interference with prospective business relationships, and civil conspiracy claims. (Doc. 1.) After several amendments, Heartland’s complaint named eighteen defendants, grouped into eleven defendant groups and entities. (Doc. 249.) Characterizing the pursuit of this litigation as contentious is, at best, an understatement. The parties’ discovery has spanned more than two years and necessitated more than two dozen discovery orders from the magistrate judge assigned to this case. Beginning in January 2007 and continuing through March 2007, however, Heartland settled its claims against five groups of defendants, which were then dismissed from this litigation: United Healthcare of the Midwest, Inc. and United Healthcare Insurance Co. (collectively “United”) (see Docs. 439, 491); Cigna Healthcare of Ohio, Inc. d/b/a Cigna Healthcare of Kansas/Missouri (“Cigna”) (see Docs. 553, 557); Blue Cross and Blue Shield of Kansas City (“Blue Cross”) (see Docs. 558, 562); Humana Health Plan Inc. and Humana Insurance Company (collectively “Humana”) (see Docs. 559, 563); and Board of Trustees of the North Kansas City Hospital (“North Kansas City Hospital”) (see Docs. 582, 586). After these settlements and dismissals, two MCO Defendant groups and four Hospital Defendants remain. These defendants have filed the motions for summary judgment that are now under consideration by this court. Heartland alleges three claims against the MCO Defendants. These claims are: 1) ■ Count II — conspiracy to boycott, brought pursuant to the Sherman Act, 15 U.S.C. § 1; 2) Count IV — tortious interference with a prospective. business relationship; and 3) Count V — civil conspiracy. (Doc. 249.) Aetna and Coventry move for summary judgment on all claims against them. Heartland alleges three claims against the Hospital Defendants. These claims are: 1) Counts I and II — conspiracy to boycott, brought pursuant to the Sherman Act, 15 U.S.C. § 1; 2) Count III — tortious interference with a prospective business relationship; and 3) Count V — civil conspiracy. (Doc. 249.) The Hospital Defendants move for summary judgment on Count I, alleging a horizontal conspiracy amongst the Hospital Defendants, and that portion of Count II alleging a horizontal conspiracy amongst the Hospital Defendants. (Doc. 834.) III. FACTS Although not directly pertinent to the matters raised by the motions sub judice, this case ultimately involves the proper place of physician-owned healthcare ventures in the broad landscape of United States healthcare. Both sides insist they solely possess the moral high ground. Heartland contends that physician ownership yields higher quality care at a lower cost; that physician-owned facilities are better able to react to new ideas and patient needs; and that patients appreciate the convenience of smaller facilities with increased nursing care and patient amenities. Defendants contend that physician-owned healthcare ventures “cherry-pick” the best patients, leaving traditional hospitals with costly obligations such as emergency and uninsured care; that physician-owned healthcare ventures increase the overall cost of healthcare; and that physician-owned facilities are unable to respond to the emergent situations of their patients in the same manner as a general hospital. Neither side can make a colorable argument that the parties’ profits is not a central factor in their dispute. The healthcare industry is made up of many players: both governmental and private industry, both for-profit and not-for-profit healthcare providers, both employer-based and individually acquired insurance. The players central to this dispute are the insurer MCOs, the healthcare providers (both traditional general hospitals and so-called niche providers, such as physician-owned ventures), and the insureds (the healthcare patient). An MCO is simply a healthcare financing entity, organized to provide lower cost healthcare through contracts with healthcare providers. MCOs differ from traditional indemnity healthcare insurance in that MCOs do not pay healthcare providers on a “fee-for-service” basis and limit the providers an insured may see. An MCO may offer several types of managed care plans, included among these are Preferred Provider Organizations (“PPOs”), Health Maintenance Organizations (“HMOs”), and Point of Service (“POS”) plans. In a PPO, a limited number of healthcare providers contract to perform healthcare services to a defined group of insureds on a discounted basis. The insureds are not required to use the preferred providers, but if they do, they pay lower out-of-pocket expenses. An HMO is more restrictive than a PPO because, in an HMO, the HMO provides a fixed list of insureds to a primary care provider and the insureds must receive their care from that provider. A POS plan is a type of HMO that requires use of a “gatekeeper” physician for referrals. Niche providers include: ambulatory surgery centers performing outpatient procedures not requiring overnight hospital stays; freestanding imaging or laboratory facilities; and specialty hospitals providing a limited range of specialty procedures, often organized around a singular issue, such as surgery, cardiac care, or women’s care. Niche facilities may be wholly owned by physicians, wholly owned by traditional general hospitals, or owned in part by each. The insureds can obtain their healthcare from any of the niche providers or the traditional general hospitals; however, insureds are more likely to choose a healthcare provider covered by their MCO’s networks so as to avoid penalties for using an out-of-network provider. Because of these MCO networks, and the agreements between the MCO and the insureds, a healthcare provider must be an in-network provider in order to receive an appreciable volume of patients. MCOs sell their products to employers and compete with other MCOs for employer accounts. It is the employers that provide the insureds to an MCO’s plan. An employer has the incentive to choose MCOs that offer the largest networks of providers (la, the highest number of providers for the insureds to choose from) for the lowest cost. As a result, MCOs have an incentive to increase the number of healthcare providers with which they contract, while decreasing the amount of reimbursement they pay to those providers in order to keep their cost to employers for purchasing their plans as low as possible. Because of the limited nature of defendants’ dispositive motions, the facts detailed below are limited to the issues raised, and the necessary contextual background. Facts set forth are either uncon-troverted, or, if controverted, taken in the light most favorable, along with all favorable inferences, to Heartland. Thom v. Bristol-Myers Squibb Co., 353 F.3d 848, 851 (10th Cir.2003) (citing Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986)). Additional facts are taken from defendants’ answers to Heartland’s Third Amended Complaint (Doc. 249). A. The Healthcare Industry In healthcare, the premise of selective contracting is to deliver volume to a healthcare provider in exchange for better reimbursement rates from the MCO. (Doc. 778 ¶ 5.) Narrow networks drive volume to an entity. (Doc. 835 ¶ 23.) Network configuration clauses which trade price for volume are common in the healthcare industry nationwide. (Doc. 778 1110.) Some network configurations establish a framework with a rate bump or rate trigger and/or renegotiation for additions to the network. (Doc. 835 ¶ 2.) MCO contracts with healthcare entities that confer in-network status mean that the provider has a participating provider agreement with the managed care plan. (Doc. 835 ¶ 1.) Heartland’s expert, George Hay, opines that agreements specifically designed and implemented to exclude physician-owned specialty hospitals, while at the same time permitting competing hospitals to add new facilities, are not typical industry discount-for-volume contracts; that such an arrangement would be risky without some assurance or understanding that other hospitals would reciprocate; and that without a commitment or assurance from all MCOs to exclude Heartland and other physician-owned specialty hospitals, a decision to do so by a single MCO acting unilaterally might result in another MCO having a more attractive network of facilities to sell to employers. (Doc. 833 ¶ 36.) The MCO Defendants admit that they compete aggressively with each other for business. (Docs. 778 ¶ 34; 852 1 48.) HCA Midwest and Saint Luke’s were concerned that if one MCO Defendant contracted with Heartland, other MCO Defendants would follow suit. (Docs. 833 ¶ 22; 833 ¶ 56; 899 IT 56.) The MCO Defendants account for approximately ninety percent of the managed care enrollment in the Kansas City metropolitan area. (Doc. 833 ¶ 4.) The Hospital Defendants’ combined share of net patient revenues in the Kansas City metropolitan area is seventy-four percent. (Doc. 833 ¶ 2.) Heartland’s expert opines that Heartland competes directly with the Hospital Defendants for hospital-based inpatient and outpatient acute care services in the Kansas City metropolitan area. (Doc. 833 ¶ 3.) Hay also opines that it would be difficult for any MCO Defendant to build a competitive network without HCA Midwest and Saint Luke’s, and any attempt to construct a network without any of the Hospital Defendants would result in a network that had insufficient distribution of hospitals throughout the relevant geographic area. (Doc. 833 ¶ 5.) For example: Humana considered HCA Midwest to be critical to its network (Doc. 833 ¶ 5); in 2005, Coventry considered HCA Midwest, Saint Luke’s, and Shawnee Mission Medical Center to be significant partners to its networks (Doc. 833 ¶ 5); Blue Cross considers HCA Midwest and Saint Luke’s to be very important components of its networks (Doc. 833 ¶ 5) and it is important to Blue Cross to offer consumers hospital choices similar to those offered by its competitors. (Doc. 833 ¶ 6.) B. Heartland Heartland incorporated on October 18, 2001 (Doc. 778 ¶ 14), and opened for business on September 18, 2003, in Johnson County, Kansas (Doc. 833 ¶ 1). Heartland is owned by physicians specializing in or-thopaedic, neurological, plastic, pain management, and general surgery disciplines. (Doc. 833 ¶ 1.) Heartland has forty-eight licensed inpatient beds and can accommodate inpatient and outpatient surgery. (Docs. 833 ¶ 1; 901 ¶ 1.) Heartland represented itself as a specialty hospital, with nineteen private rooms, focused on spine and upper extremity treatment, with additional supporting specialties. (Doc. 778 ¶ 22.) Heartland advertised that it offered a higher standard of care with lower costs, lower-than-average infection rates, and higher-than-average nurse to patient ratios and patient satisfaction. (Doc. 833 ¶ 1.) Heartland also advertised that it offered capabilities not offered anywhere else in Kansas City. (Doc. 833 ¶ 1.) Heartland filed suit on April 26, 2005, with the goal of obtaining MCO contracts. (Doc. 778 ¶ 33.) C. The Individual Defendants 1. Aetna In the Kansas City metropolitan area, Aetna Health Inc. and Aetna Life Insurance Company are the operating entities for the provision of managed care plans under the Aetna brand name. (Doc. 778 ¶ 1.) Aetna competes aggressively with MCO Defendants for members and employer accounts. (Doc. 778 ¶ 34.) 2. Coventry Defendants Coventry Health Care of Kansas, Inc., Coventry Health and Life Insurance Company, and SouthCare PPO, Inc., are all subsidiaries of the parent company, Coventry Health Care, Inc. (“CHC, Inc.”). (Doc. 852 ¶ 1.) Coventry Health Care of Kansas, Inc. and Coventry Health and Life Insurance Company offer managed care plans in the Kansas City metropolitan area. (Docs. 852 ¶ 2; 852 ¶ 3.) SouthCare PPO, Inc. rents managed care networks to third parties so that they may utilize Coventry’s network of providers. (Doc. 852 ¶ 4.) Coventry aggressively competes with the MCO Defendants for members and employer accounts in the Kansas City metropolitan area. (Doc. 852 ¶ 48.) In early to mid-2002, in order to increase its covered lives in the Kansas City area, CHC, Inc. began negotiations to acquire and merge with a Kansas City-based MCO, Mid-America Health Partners, Inc. (“HealthNet”). HealthNet was owned by several local hospitals, including Saint Luke’s, Shawnee Mission Medical Center, Carondelet, and New Liberty Hospital. (Does. 852 ¶ 5; 835 ¶ 9.) On or about September 14, 2002, the shareholders of HealthNet entered into an agreement and plan of merger that resulted in the sale of HealthNet to Coventry. (Doc. 835 ¶ 9.) HealthNet’s managed care network was then merged into Coventry’s network. (Doc. 835 ¶ 9.) This transaction will be discussed in conjunction with the parties’ managed care contracts below. 3. Blue Cross Blue Cross offers a variety of managed care plans (Docs. 249 ¶ 14; 269 ¶ 14) in the Kansas City area. 4. United United operates managed care plans in the Kansas City area. (Docs. 249 ¶ 16; 274 ¶ 16.) 5. Cigna Cigna offers a variety of managed care plans in the Kansas City area. (Docs. 249 f 19; 270/19) 6. Humana Humana is an HMO that does business in the Kansas City area. (Docs. 249 ¶ 17; 277 ¶ 8.) 7. HCA Midwest HCA Midwest is a wholly owned subsidiary of HCA Inc. There are twelve HCA Midwest acute care hospitals in and around the Kansas City metropolitan area. (Docs. 249 ¶ 8; 271 ¶ 8.) 8. Saint Luke’s Since at least as early as November 2000 through October 2002, Saint Luke’s and Shawnee Mission Medical Center were affiliated. During this affiliation, a separate joint operating company, Saint Luke’s/Shawnee Mission Health System, acted as the parent company for Saint Luke’s and Shawnee Mission Medical Center’s combined healthcare business operations. (Doc. 835 ¶ 21.) Saint Luke’s operates an integrated health care delivery system which is comprised of three hospitals in the Kansas City area. (Docs. 249 ¶ 9; 267 ¶ 9.) Saint Luke’s hospitals in the Kansas City area are medical providers in certain health plans offered by MCOs, including Coventry, United, Aetna, CIGNA, and Blue Cross. Not every Saint Luke’s hospital is a participant in each health network. (Doc. 835 ¶ 22.) 9. Shawnee Mission Medical Center Shawnee Mission Medical Center is an affiliated organization of Adventist Health System and operates an acute care facility in the Kansas City area. (Docs. 249 ¶ 11; 272 ¶ 11.) 10. North Kansas City Hospital North Kansas City Hospital is a state authorized facility organized under a Missouri statute. It is a community hospital facility operated by the Board of Trustees of the City of North Kansas City. (Docs. 249 ¶ 12; 268 ¶ 12.) 11. Carondelet Carondelet Health is a religious, mission-based, non-profit hospital network, comprised of two full-service community member hospitals which offer both inpatient and outpatient services: St. Joseph, located in Kansas City, Missouri, and St. Mary’s, located in Blue Springs, Missouri. (Doc. 835 ¶ 3.) D. Contractual Relationships Between the Defendants 1. Aetna’s Relationships a. Aetna — HCA Midwest In 1999, Aetna had a small, selective network which lacked the two largest hospital systems: HCA Midwest and Saint Luke’s. Aetna was negotiating to add HCA Midwest to its network when Aetna acquired the healthcare business from The Prudential Insurance Company of America (“Prudential”) in 1999. Prudential had historically contracted with HCA Midwest, but not Saint Luke’s. (Doc. 778 ¶ 2.) As part of the acquisition, Aetna succeeded to a one-year agreement with HCA Midwest effective September 1, 1999 (the “Prudential Agreement”). The Prudential Agreement contained a network configuration clause providing, in pertinent part, that in Jackson County, Missouri and Johnson County, Kansas, Prudential would “not modify its current hospital network of Participating Health Care Providers which provide Covered Services which are also provided by [HCA Midwest] ... without the prior written notice to [HCA Midwest].” (Docs. 778 ¶ 3; 835 ¶ 44.) Either party could terminate the Prudential Agreement after the initial one-year term, upon written notice to the other party at least one hundred eighty days in advance of the termination date. (Doc. 778 ¶4.) Aetna had to ensure that it would have networks similar to those of Prudential so that Aetna could successfully move approximately 90,000 Prudential members to Aet-na. If Aetna could not keep a provider agreement with HCA Midwest, then Aetna potentially could have lost all of the Prudential members. Aetna negotiated with HCA Midwest for a longer term, five-year provider agreement. (Doc. 778 ¶ 4.) On December 2, 1999, Aetna entered into a managed care agreement with HCA Midwest which replaced the Prudential Agreement. The 1999 Aetna-HCA Midwest Agreement was effective for an initial term of five years starting on January 1, 2000, with an automatic renewal for additional terms of one year each, unless and until terminated. Neither party could terminate the 1999 Aetna-HCA Midwest provider agreement during the initial five-year term. (Doc. 778 ¶ 7.) After the initial five-year term, the 1999 Aetna-HCA Midwest provider agreement could be terminated by either party, without cause, at any time upon at least one hundred eighty days prior written notice. (Doc. 778 ¶ 8.) The 1999 Aetna-HCA Midwest provider agreement — with its network configuration clause — was still in effect in July 2003. (Doc. 778 ¶ 12.) The 1999 Aetna-HCA Midwest provider agreement ensured Aetna significantly discounted reimbursement rates, which helped Aetna to be competitive in selling its insurance products to employer groups and in keeping premiums to Aetna members lower. (Doc. 778 ¶ 7.) The HCA Midwest deal was significant for Aetna. Aetna avoided potentially losing the Prudential members and the deal grew Aetna’s network. (Doc. 778 If 11.) Because Aetna and HCA Midwest contemplated a five-year “no-out” agreement, Aetna felt it was important that both parties understood exactly what would happen if Aetna added providers to its network during the term. (Doc. 778 ¶ 6.) The 1999 Aetna-HCA Midwest provider agreement had a network configuration clause that provided, in pertinent part, that if Aetna exercised its right to add a hospital to its network in Jackson County, Missouri or Johnson County, Kansas, then Aetna would pay HCA Midwest increased rates: ten percent if one hospital was added, twenty percent if two hospitals were added, and thirty percent if three hospitals were added. (Docs. 778 ¶ 9; 778 ¶ 6; 835 ¶ 44.) By having preferred providers, Aet-na receives better reimbursement rates in exchange for larger involvement .of Aetna’s members with that preferred provider. Aetna was able to negotiate lower reimbursement rates with HCA Midwest by having a selective network. (Doc. 778 ¶ 5.) HCA Midwest and Aetna amended their contract in September 2004 to provide that, if Aetna chose to expand its network to include specialty hospitals and freestanding ambulatory surgery centers that are not majority owned by participating hospitals, Aetna must first obtain HCA Midwest’s consent. (Doc. 835 ¶ 45.) Aet-na argued against the inclusion of a network configuration clause in the 2004 Aet-na-HCA Midwest amendment. (Doc. 833 ¶ 7.) During negotiation of the 2004 Aetna-HCA Midwest amendment, HCA Midwest informed Aetna that it would not participate in any MCO network that included a specialty hospital and that HCA Midwest did not intend to agree to addition of any specialty hospital. (Doc. 833 ¶ 18.) In a draft of the 2004 Aetna-HCA Midwest amendment, Aetna proposed language to HCA Midwest that if HCA Midwest did not have the same or substantially similar network configuration clause in all its major payor agreements, or did not enforce such a provision, then Aetna could request, and HCA Midwest would be required to either bring the payor into compliance or release Aetna from its network configuration obligation. Aetna considered those other “major payors” to be Blue Cross, Cigna, Coventry, and Humana. The proposal was not included in the parties’ amendment. (Doc. 833 i 19.) b.Aetna — Saint Luke’s Throughout 2003, Aetna saw a strong network need to add Saint Luke’s to its network. (Doe. 778 ¶ 41.) Aetna’s network head had received requests to add Saint Luke’s to the Aetna network. (Doc. 778 ¶ 41.) Aetna negotiated with Saint Luke’s and reached an agreement on January 27, 2004 to add Saint Luke’s effective March 1, 2004. (Docs. 778 ¶ 41; 835 ¶ 24.) The 2004 Aetna-Saint Luke’s provider agreement provides that it is not exclusive and that it is the “complete and sole contract” between Aetna and Saint Luke’s. (Doc. 835 ¶ 24.) On January 29, 2004, Aetna notified HCA Midwest of the addition of Saint Luke’s hospitals to its network in Johnson and Jackson Counties and increased HCA Midwest’s reimbursement rate by twenty percent, in accordance with the network configuration clause of the 1999 Aetna-HCA Midwest provider agreement. (Doc. 778 IT 42.) Aetna estimated the twenty percent rate increase to HCA Midwest, as a result of adding Saint Luke’s, would cost it three million dollars annually. Aetna made this business decision because of the market need and opportunity to grow Aet-na’s network. (Doc. 778 ¶ 43.) c. Aetna — Shawnee Mission Medical Center Since at least November 2000 to the present, Aetna has not had a contract with Shawnee Mission Medical Center. (Docs. 835 ¶ 41; 778 ¶ 39.) Aetna has identified a market need for Shawnee Mission Medical Center, but has been unable to negotiate an agreement with it. (Doc. 778 ¶ 44.) d. Aetna — North Kansas City Hospital Aetna’s provider agreement with North Kansas City Hospital dates to August 1, 1997 (Doc. 778 SI 37), and does not contain a network configuration clause (Docs. 835 ¶ 20; 778 ¶ 40). e. Aetna — Carondelet Aetna’s provider agreement with Caron-delet dates to June 1, 1998 (Doc. 778 ¶ 37) and does not contain a network configuration clause (Doc. 778 / 40). While negotiating its 2005 contracts with Aetna, Car-ondelet attempted to negotiate network configuration language but the network configuration language was not included in the parties’ provider agreement. (Doc. 899 ¶ 30 n. 6.) 2. Coventry’s Relationships a. Coventry — HCA Midwest Following negotiations with HCA Midwest to amend the hospital provider agreements) that Coventry then had in place with HCA Midwest, Coventry entered into an agreement amendment with HCA Midwest on February 11, 2003. (Docs. 852 ¶ 21; 852 ¶ 24.) During the negotiations, HCA Midwest sought to include a network configuration clause which would require Coventry to obtain HCA Midwest’s consent before adding any new facilities into its network. (Doc. 852 ¶ 22.) Coventry agreed to the network configuration clause proposed by HCA Midwest because Coventry already had contracts with all of the general hospital systems in the Kansas City metropolitan area and because this contractual provision aided Coventry’s ability to negotiate more favorable reimbursement rates with HCA Midwest. (Doc. 852 ¶ 23.) The 2003 Coventry-HCA Midwest amendment contained the following language: 2. Network Configuration. The parties acknowledge that [Health Midwest’s] agreement to the payment of rates and other terms and provisions of the Agreements is in part a function of expected referral volume, and that the potential amount of such referral volume is in part a function of the composition of [Coventry’s] ' network of Participating Providers. Although the Agreements do not require [Coventry] to deliver any minimum amount of referral volume to [Health Midwest], in light of the above acknowledgment, [Coventry] hereby agrees not to contractually or otherwise add any institutional Participating Providers (e.g., hospitals, ambulatory surgery centers, rehabilitation facilities, endoscopy centers, diagnostic imaging centers, radiation therapy facilities, etc.) that are physically located in Jackson County, Missouri or Johnson County, Kansas, to its Medicare + Choice HMO Participating Provider network (as such network existed on September 1, 2002) without the pri1 or written consent of [Health Midwest]. [Coventry] hereby agrees not to contractually or otherwise add any institutional Participating Providers (e.g., hospitals, ambulatory surgery centers, rehabilitation facilities, endoscopy centers, diagnostic imaging centers, radiation therapy facilities, etc.) that are physically located in Jackson County, Missouri or Johnson County, Kansas, to its Commercial HMO, POS or PPO Participating Provider networks (as such networks existed on September 1, 2002), without the prior written consent of [Health Midwest], unless [Coventry] can satisfactorily demonstrate to [Health Midwest] that any such additions are required to meet access standards promulgated by regulatory or accreditation authorities. (Doc. 852 ¶ 25.) Coventry has entered into three subsequent provider agreements with HCA Midwest which likewise contain network configuration clauses. (Doc. 852 ¶ 27.) The 2004 Coventry-HCA Midwest provider agreement excludes specialty hospitals within Johnson County, Kansas and Jackson County, Missouri without prior approval from HCA Midwest. (Docs. 899 ¶ 30; 835 ¶ 51.) The parties also extended their network configuration provisions to cover all of Coventry’s products in 2004. (Doc. 835 ¶ 52.) The 2005 Coventry-HCA Midwest provider agreement excludes new facilities without HCA Midwest’s prior consent, but is not applicable to facilities owned by a participating general acute care hospital by a minimum of fifty percent. (Docs. 899 ¶ 30; 835 ¶ 52.) The current arrangement between Coventry and HCA Midwest provides, that, if Coventry enters into a contract with niche providers without HCA Midwest’s prior consent, Coventry’s payment rates will automatically increase by ten percent. (Doc. 835 ¶ 53.) In connection with Coventry’s January 2007 provider agreement with HCA Midwest, HCA Midwest provided no analysis showing an anticipated decrease in volume if Coventry added a physician-owned facility to its network. (Doc. 899 ¶ 115.) HCA Midwest stated (in an internal memorandum discussing renewal versus termination of its contract with Coventry) that “Coventry cannot afford to lose our contract, and will end up acceding to our reasonable renewal expectations in order to avoid same.” (Doc. 899 ¶ 5.) b. Coventry — Saint Luke’s In parallel with the HealthNet negotiations discussed above on page 13, Coventry was negotiating new hospital provider agreements with the individual hospitals that were the shareholders of HealthNet, including Saint Luke’s. (Doc. 852 ¶ 6.) During these negotiations, Saint Luke’s was aware that the sale and merger of the HealthNet network (which was a small, narrow network) into the larger Coventry network (which included more hospitals than the HealthNet network) would give the HealthNet members access to more hospitals once they were in the Coventry network. (Doc. 852 § 7.) Saint Luke’s negotiated to lock in its rates in its Coventry-Saint Luke’s provider agreement based on that broader network, because the addition of other providers into the network would dilute the amount of business Saint Luke’s would receive. (Doc. 852 ¶ 8.) Saint Luke’s wanted to ensure that the Coventry-Saint Luke’s provider agreement provided some limitation on the facilities that Coventry would permit in its network, so that Saint Luke’s would maintain the volume it was bargaining for and could negotiate appropriate reimbursement rates based upon that expected volume. (Doc. 852 ¶ 9.) As part of the negotiations of the Coventry-Saint Luke’s provider agreement, Saint Luke’s requested that' a clause be added to the Coventry-Saint Luke’s Provider Agreement which would require Coventry to obtain written approval from Saint Luke’s before contracting with freestanding facilities, within a fifty mile radius of Kansas City, which opened subsequent to January 1, 2002. The agreed to network, configuration clause also has an exception for certain hospital-owned providers that are not located within ten miles of Saint Luke’s. (Doc. 852 ¶ 10.) Coventry states that it was not opposed to the network configuration clause because Coventry had all of the other general hospitals in the Kansas City metropolitan area in its network. (Doc. 852 ¶ 11.) However, Coventry has also stated that it was interested in eliminating all of the network configuration language in its contracts. (Doc. 833 f 7.) Coventry was willing to agree to this network configuration clause because it allowed Coventry to obtain more favorable reimbursement rates in its contract with Saint Luke’s. (Docs. 852 1112;' 852 ¶ 13.) Additionally, if Coventry did not agree to the inclusion of the network configuration clause in its Coventry-Saint Luke’s provider agreement, the purchase price of CHC, Inc.’s acquisition of the HealthNet network, and the reimbursement rates in the Coventry-Saint Luke’s provider agreement would have been higher. Indeed, absent the network configuration clause Saint Luke’s may have refused to sell HealthNet at all. (Doc. 852 1 14.) The Coventry-Saint Luke’s provider agreement containing the network configuration language was finalized on December 2, 2002. (Doc. 852 ¶ 15; 835 ¶ 27.) The finalized agreement included the following network configuration clause: Carve Outs. The parties agree that [Coventry] will not contract with new free standing facilities within a fifty (50) mile radius of Kansas City which open subsequent to January 1, 2002 without prior written approval from [Saint Luke’s]. [Coventry] shall be able to contract with free standing facilities which open subsequent to January 1, 2002 for services which [Coventry] currently sends HMO business to free standing facilities such as laboratory, radiology, hemodialysis, etc. and for which [Saint Luke’s] currently does not contract. Also, in the event this conflicts with an existing agreement, [Coventry] shall be able to contract with free standing facilities which open subsequent to January 1, 2002 for which current Participating Hospital’s have an ownership interest and the new facility is not within ten (10) miles of an existing [Saint Luke’s] facility (including the planned Saint Luke’s Lee Summit Campus at 1-470 and Douglas Rd). Should this conflict with the covenant not to compete in the Merger Agreement dated September 14, 2002, by and among Coventry Health Care, Inc., Coventry Merger Corporation, MidAmerica Health Partners, Inc. and certain of its shareholder (the “Merger Agreement”), this provision will govern. (Doc. 852 SI 16.) Effective January 1, 2007, Coventry and Saint Luke’s amended multiple sections of the provider agreement, including the network configuration clause. (Doc. 835 ¶ 28.) The new network configuration clause provides that Coventry will not add hospitals, ambulatory surgery centers, or freestanding facilities to its network in Johnson County, Kansas; Wyandotte County, Kansas; Jackson County, Missouri; Clay County, Missouri; or Platte County, Missouri beyond its existing network as of September 1, 2006, without Saint Luke’s prior written consent. (Docs. 899 ¶ 30; 835 ¶ 27.) This exclusivity covenant is not applicable to facilities that are majority owned (greater than fifty one percent) by an existing member hospital. (Docs. 835 ¶ 28; 899 ¶ 30; 835 ¶ 27.) In agreeing to the modification, Saint Luke’s received rate increases and all facilities were added to two Coventry networks. (Doc. 835 SI 29.) Saint Luke’s did not negotiate to retain authority to exclude facilities majority owned by physicians. The purpose of the Saint Luke’s-Coventry contract provision was to ensure fifty-one percent control of free standing facilities by a hospital. (Doc. 835 SI 30.) Coventry performed no rate analysis in connection with the network configuration clauses in its contract with Saint Luke’s. (Doc. 899 SI 114.) c. Coventry — Shawnee Mission Medical Center Contemporaneous with entering into the HealthNet sale agreement, Shawnee Mission Medical Center contemplated that it would thereafter enter into a separate hospital provider agreement with Coventry that would incorporate a non-compete provision. (Docs. 835 ¶ 36; 852 ¶ 6.) On or about September 11, 2002, prior to entering into the HealthNet sale agreement, Saint Luke’s/Shawnee Mission Health System entered into a hospital provider agreement with Coventry, which contained a network configuration clause. The network configuration clause provided that Coventry would not contract with any freestanding facilities within a fifty-mile radius of Kansas City after January 1, 2002, without prior written approval from Saint Luke’s/Shawnee Mission Health System. (Doc. 835 ¶ 36.) On October 31, 2002, Saint Luke’s and Shawnee Mission Medical Center terminated the Saint Luke’s/Shawnee Mission Health System joint venture. (Doc. 835 ¶ 36.) On or about December 2, 2002, Shawnee Mission Medical Center executed the provider agreement between Coventry and Shawnee Mission Medical Center. (Doc. 835 ¶ 37.) The 2002 Coventry-Shawnee Mission Medical Center provider agreement (which contained network configuration language) had been fully negotiated by Saint Luke’s/Shawnee Mission Health System. (Doc. 835 ¶ 37; 852 SI 17; 835 SI 34-35.) Coventry agreed to include a network configuration clause in its provider agreement with Shawnee Mission Medical Center for the same reasons that it agreed to include this language in its hospital provider agreement with Saint Luke’s (ie., rate concessions and no need for additional facilities). (Doc. 852 SI 19.) Shawnee Mission Medical Center understood that the negotiated rates contained in the 2002 Coventry-Shawnee Mission Medical Center provider agreement were predicated upon a certain volume of business that Shawnee Mission Medical Center could expect to receive, such that if Coventry’s network were to expand, then the financial value of the contract to Shawnee Mission Medical Center would decrease. (Doc. 852 ¶ 20; 835 ¶ 35.) Similar to the Coventry-Saint Luke’s provider agreement, the 2007 Coventry-Shawnee Mission Medical Center provider agreement excludes new freestanding facilities within a fifty mile radius of Kansas City without Shawnee Mission Medical Center’s prior consent, but is not applicable to facilities owned by a participating hospital by at least fifty-one percent, so long as that participating hospitals’ ownership does not fall below fifty percent. (Doc. 899 ¶ 30.) d. Coventry — North Kansas City Hospital The managed care contracts entered into between Coventry and North Kansas City Hospital have never contained any restrictions on Coventry’s ability to add new facilities. (Doc. 835 ¶ 20.) e. Coventry — Carondelet Carondelet was also a party to the HealthNet transaction. (Doc. 835 ¶ 9.) The HealthNet sale agreement contained a clause that addresses certain restrictions relative to ambulatory surgical centers. (Doe. 835 ¶ 10; 899 ¶ 108.) Specifically, the HealthNet sale agreement included a non-compete provision that prevented Coventry from adding ambulatory surgical centers to its network located within a certain distance from any shareholders’ facilities. (Doc. 835 ¶ 10.) Coventry and Carondelet discussed “carve-out” language, but ultimately agreed to let the merger agreement govern the issue. (Doc. 899 ¶ 109.) The Coventry-Caronde-let provider agreement did not contain a non-compete provision, a carve-out provision, or any other language that would exclude Heartland or any similar entity from obtaining managed care contracts. (Doc. 835 ¶ 13.) 3. Blue Cross’s Relationships a. Blue Cross — HCA Midwest Blue Cross entered into a provider agreement with HCA Midwest in 2000. Concurrently, the parties agreed to network configuration language for several products covered by the agreement. Payment rates and other terms and provisions of the addenda were predicated upon the configuration of Blue Cross’s network for that product. Subsequent product-specific addenda also contained network configuration language. (Doc. 835 1 49.) In October 2003, Blue Cross and HCA Midwest agreed on a three-year contract renewal that included a new network configuration provision that required Blue Cross to notify HCA Midwest of its intention to add to its networks any new hospital or surgery center, and, in the absence of agreement between HCA Midwest and Blue Cross on revised payment rates, HCA Midwest could terminate its participation in Blue Cross’s networks. HCA Midwest confirmed that this provision excluded all niche facilities. (Doc. 833 St 32.) b. Blue Cross — Saint Luke’s Blue Cross has provider agreements with Saint Luke’s for its PPO products and its “traditional contracts.” There is no exclusivity provision in any agreement that Blue Cross has with Saint Luke’s. (Doc. 835 $ 25.) c. Blue Cross — Shawnee Mission Medical Center Blue Cross and Shawnee Mission Medical Center currently have a provider agreement (Doc. 835 ¶ 40) but it does not include any exclusivity language (Doc. 835 f 39). d. Blue Cross — North Kansas City Hospital Blue Cross has provider agreements with North Kansas City Hospital (Doc. 835 ¶ 15) and they contained network configuration clauses from 2001 through April 2004. The clauses excluded the addition of new “acute care hospitals.” Blue Cross has referred to Heartland as a “hospital.” (Doc. 899 ¶ 110.) e.Blue Cross — Carondelet The parties introduced no evidence of the existence of a contractual relationship between Blue Cross and Carondelet. 4. United’s Relationships a. United — HCA Midwest In November 2006, United entered into a managed care letter agreement with HCA Midwest’s parent company that became effective on January 1, 2007. (Doc. 835 ¶ 54.) b. United — Saint Luke’s United has had a provider agreement with Saint Luke’s since February 1, 2003, that provides that rates will be renegotiated if United increases the number of hospitals with which it contracts in Jackson County, Missouri or Johnson County, Kansas. (Doc. 835 ¶ 32.) On January 1, 2005, United entered into a new contract with Saint Luke’s that increases the rates United will pay to Saint Luke’s in the event HCA Midwest is added to the network. (Doc. 835 ¶ 33.) C. United — Shawnee Mission Medical Center United had a provider agreement with Shawnee Mission Medical Center. (Doc. 835 ¶40.) On April 12, 2007, Shawnee Mission Medical Center dropped out of United’s network after failing to reach an agreement to renew its contract. Shawnee Mission Medical Center was out of United’s network for almost two months before it was able to reach a provider agreement with United. (Doc. 835 ¶ 42.) d. United — North Kansas City Hospital United has a provider agreement with North Kansas City Hospital but it does not contain a network configuration clause. (Doc. 835 ¶ 20.) e. United — Carondelet The parties introduced no evidence of the existence of a contractual relationship between United and Carondelet. 5. Cigna’s Relationships a. Cigna — HCA Midwest In 1994, Cigna and HCA Midwest entered into a provider agreement that contained a network configuration provision covering some of Cigna’s products, and extended that provision to Cigna’s HMO products in 2002. This network configuration clause provided that the addition of any hospital in Johnson County, Kansas, or Jackson County, Missouri, that did not already participate in Cigna’s network, would trigger predetermined rate increases. (Doc. 835 ¶ 47.) In negotiations with HCA Midwest in February 2004, Cigna sent HCA Midwest a memo expressing legal and business concerns in connection with HCA Midwest’s exclusivity proposal. (Doc. 833 ¶ 66.) In 2005, Cigna and HCA Midwest modified the network configuration provision to allow Cigna to add to its network “traditional” acute care full service hospitals and any entity that is majority owned by “traditional” hospitals. (Docs. 835 ¶ 48; 833 ¶ 66; 899 ¶ 30.) However, if Cigna added “specialty” or “niche” hospitals that were not affiliated with “traditional” hospitals, without HCA Midwest’s consent, Cigna would increase its rates to HCA Midwest. (Docs. 835 ¶ 48; 899 ¶ 30.) b. Cigna — Saint Luke’s Cigna has two provider agreements with Saint Luke’s. The HMO/PPO provider agreement was effective November 22, 2004. (Doc. 835 ¶ 26.) The provider agreement contains a provision that requires CIGNA and Saint Luke’s to meet to discuss renegotiating rates in the event CIGNA contracts with providers that Saint Luke’s determines have a material adverse financial impact on the hospital. (Doc. 835 ¶ 26.) c. Cigna — Shawnee Mission Medical Center Cigna currently has a provider agreement with Shawnee Mission Medical Center (Doc. 835 ¶ 40) but it does not contain network configuration language. (Doc. 835 ¶ 39.) d. Cigna — North Kansas City Hospital Cigna has a provider agreement with North Kansas City Hospital, but it does not contain network configuration language. (Doc. 835 SI 20.) e. Cigna — Carondelet While negotiating its 2005 provider agreement with Cigna, Carondelet attempted to negotiate network configuration language to exclude niche facilities not majority owned by a traditional hospital. (Doc. 899 ¶ 30 n. 6.) 6. Humana’s Relationships a. Humana — IICA Midwest Humana, or its predecessor Prime Health, has had a network configuration provision with HCA Midwest or its predecessor entities since 1986. HCA Midwest became Humana’s “sole and exclusive provider of inpatient and outpatient hospital services” for some products in Jackson County, Missouri in 2002. (Doc. 835 ¶ 46.) On October 29, 2002, Humana internally discussed what it perceived was HCA Midwest’s new policy of negotiating contract language that prohibits Humana from contracting with specialty hospitals. Humana stated that it would not agree to such a contract. In the parties’ agreement signed in December 2003, however, Humana and HCA Midwest included an exclusivity provision. (Doc. 833 ¶ 65.) In December 2003, Humana and HCA Midwest agreed to expand the scope of the network configuration provision to cover Humana’s PPO products and healthcare providers in Johnson County, Kansas. (Doc. 835 ¶ 46.) Humana’s 2004 provider agreement with HCA Midwest provided that Humana’s network would not include any new facilities in Johnson County, Kansas or Jackson County, Missouri and HCA Midwest communicated to Humana that HCA Midwest wanted boutique facilities excluded. (Docs. 899 ¶ 30; 833 ¶ 31.) b. Humana — Saint Luke’s Effective February 1, 2005, Humana entered into a provider agreement with Saint Luke’s for one of Humana’s products. The parties agreed that the network would not include four named Kansas City area hospitals, including North Kansas City Hospital and HCA Midwest. Saint Luke’s wanted to direct the volume of this product to its facilities to ensure that there was enough volume to make the contract worthwhile. Humana provided assurances during contract talks with Saint Luke’s that it would not contract with boutique hospitals. (Doc. 833 ¶ 31.) c. Humana — Shawnee Mission Medical Center Humana currently has a provider agreement with Shawnee Mission Medical Center (Doc. 835 ¶ 40), but it contains no network configuration language. (Doc. 835 ¶ 39.) d. Humana — North Kansas City Hospital Humana’s provider agreement with North Kansas City Hospital did not contain network configuration clauses related to Johnson County, Kansas or Jackson County, Missouri. (Doc. 835 ¶ 19.) e.Humana — Carondelet The parties introduced no evidence regarding the existence of a contractual relationship between Humana and Carondelet. E. Heartland’s Attempts to Obtain MCO Contracts Beginning in 2003, Heartland communicated with the MCO Defendants to attempt to, negotiate an in-network contract with the MCO Defendants. (Doc. 833 ¶ 68.) Dr. Reed, a physician founder of Heartland, reported in an April 2003 board meeting that he had met with HCA Midwest, Coventry, and United and had “good initial responses at least in the discussion phase.” ,(Doc. 899 ¶ 83.) The first written communication from Heartland to any MCO regarding contracting issues was a letter mailed out by Heartland’s chief executive officer on July 11, 2003. (Doc. 852 ¶ 40.) Heartland had no MCO provider agreements when it opened in September 2003. (Doc. 778 ¶ 21.) Heartland filed suit on April 26, 2005, with the goal of obtaining MCO provider agreements. (Doc. 778 ¶ 33.) As of December 14, 2006, Heartland had obtained approximately five to ten MCO provider agreements. (Doc. 778 ¶ 31.) Heartland remained out of network with all MCO Defendants until 2007, when it obtained in-network contracts with United and for some plans with Blue Cross. (Doc. 833 ¶ 68 n. 20.) 1. Aetna Heartland first tried to obtain an in-network contract from Aetna two months before Heartland planned to open. On July 11, 2003, Heartland sent a form letter to Aetna. (Doc. 778 ¶ 20.) Heartland had no earlier communication with Aetna and had not previously communicated with Aetna concerning Aetna’s needs or how Aetna defined “market need.” (Doc. 778 ¶¶ 21, 23.) On July 23, 2003, Aetna declined Heartland’s request for a provider agreement and informed Heartland that Aetna would not be adding Heartland to its network. (Doc. 778 ¶ 24.) Aetna defines “market need” as repeated requests from brokers, individual employer groups, and individual policyholders to include a provider in its network. Factors Aetna uses to determine “market need” are: 1) whether Aetna requires the provider to meet state access standards; 2) whether Aetna won or lost customer groups because the provider was not in its network; 3) whether there is significant out-of-network use of the provider; and 4) whether the provider offers unique services that no one else in the area has. (Doc. 778 ¶ 26.) In the July 23, 2003 letter to Heartland responding to Heartland’s request for an in-network contract, Aetna stated that its network is: very adequate to meet our membership needs and we will not be adding any additional facilities. In addition, Aetna has an agreement with a hospital system in Kansas City containing a provision for adding new hospitals and ambulatory surgery centers, in Jackson County, MO and Johnson County, KS, on a ‘Network Need’ basis only. (Doc. 833 ¶ 72.) Heartland made additional requests to Aetna in August 2003, September 2003, November 2003, and October 2004. (Doc. 833 ¶ 72.) In response to the September 2003 request to add Heartland to its network, Aetna did not mention a network need analysis, review the list of physicians affiliated with Heartland, or analyze the out-of-network utilization by Aetna’s insureds of Heartland. Aetna simply stated that “an exclusive contract with a hospital system in town prevents us from adding” Heartland. (Doc. 833 ¶ 76.) From 2003 forward, Aetna granted the request of every facility majority owned by a traditional hospital that asked to be admitted to Aetna’s network. (Doc. 833 ¶ 74.) Since 2002, Aetna has contracted with all of the ambulatory surgery centers affiliated with traditional acute care hospitals in Aetna’s networks that have opened in the Kansas City metropolitan area, so long as the hospitals own at least fifty-one percent of the new facility. (Doc. 833 ¶ 12.) In December 2005, Aetna added one limited service provider majority owned by physicians. (Doc. 833 ¶ 74.) Aetna determined there was a market need for or-thopaedic providers when it added this physician-owned facility. Aetna has also informed Saint Luke’s that there is a need for more physicians practicing neurosurgery. (Doc. 833 ¶ 77.) 2. Coventry In approximately 2000, Dr. Reed spoke with Coventry’s medical director regarding his thoughts on developing a “Center of Excellence” physician-owned facility in Kansas City, and Coventry’s medical director affirmed that he thought this was a good idea. (Doc. 899 ¶ 81.) Heartland communicated to Coventry throughout 2003 and 2004 asking for in-network contracts with Coventry. (Docs. 899 ¶ 87; 852 ¶ 41.) Coventry told Dr. Reed that it understood that Heartland was “doing an excellent job of taking care of patients, but contract provisions [Coventry has] will currently prevent [Coventry] from entering into any extensions of contracts” to Heartland. (Doc. 899 ¶ 86.) A representative of Coventry told Dr. Reed that he did not understand the “resistance within the organization” to contracting with physician-owned facilities and that Shawnee Mission Medical Center, Saint Luke’s, and Carondelet were putting pressure on Coventry not to deal with Heartland. (Doc. 899 SI 84-85.) Coventry’s medical director also communicated to Dr. Reed “similar suspicions or similar concerns.” (Doc. 899 ¶ 85.) In October 2003, Heartland asked Coventry to tour Heartland’s facility prior to Coventry making any decisions related to network need. In discussing this request, Coventry stated: “As you know, we have limitations based on the agreement with [Saint Luke’s].” Coventry also discussed that it should determine if Heartland possessed an imaging system or procedures that were not available in its network. (Doc. 899 ¶ 91.) Coventry toured Heartland prior to Heartland opening. (Doc. 899 ¶ 92.) Pri- or to touring Heartland, Coventry knew that it had network configuration commitments with hospitals (HCA Midwest, Saint Luke’s and Shawnee Mission Medical Center) that limited Coventry’s ability to add Heartland to its networks. (Doc. 899 ¶ 89.) Coventry’s medical director visited Heartland and reported back to Coventry that he was impressed with the facility and that Heartland had one of the newest MRI machines on the market. (Doc. 899 ¶ 82.) Other representatives from Coventry also toured Heartland and reported internally that Heartland “was a nice facility, state of the art.” (Docs. 899 ¶ 82; 833 ¶ 15.) Coventry’s vice president of provider affairs again reviewed Heartland’s request for an in-network contract during internal discussions in April 2004. Coventry once again toured the Heartland facility in April 2004. During the tour, Heartland shared its quality related data with Coventry and emphasized its MRI machine and patient convenience. (Doc. 899 ¶ 93.) Coventry alleges that it decided not to enter into an in-network provider contract with Heartland for several reasons: 1) it would violate the network configuration clauses contained within Coventry’s existing contracts with Saint Luke’s, Shawnee Mission Medical Center and HCA Midwest; 2) there were concerns about self-referrals and over-utilization by the physician owners of specialty hospitals; 3) there were concerns over what would happen to a patient if an emergent situation arose at a facility that did not have the ability to handle such an emergency; 4) the physician owners of Heartland were already participating providers for Coventry who had privileges to perform procedures at other facilities within Coventry’s network; 5) Coventry’s network was sufficient and it had no network need for Heartland’s facility; and 6) Coventry’s biggest client (Sprint) had expressed its desire that Coventry not add any new facilities to its network. (Doc. 852 ¶ 42.) In 2004, one of Coventry’s clients, Union Pacific Railroad, inquired about Coventry’s ability to solicit Heartland for its network. (Doc. 899 SI 88.) Coventry informed Union Pacific Railroad that Heartland was “excluded by several hospital contracts that [Coventry has] in place” and “specifically excluded by more than one health system.” (Doc. 899 ¶ 89.) In 2005, Coventry sought to determine the overall impact of its network configuration commitments with hospital providers and stated that the provisions were confusing and becoming restrictive. Coventry had internal discussions about a desire to eliminate all network configuration language because “then [it] could just run [its] business” and “it would have made life easier” to disassociate itself with the network constraints. (Doc. 899 ¶ 90.) Heartland is the only specialty hospital or surgery center in the Kansas City area majority owned by physician