Full opinion text
Proceedings: (In Chambers) Order Granting in Part and Denying in Part Defendants WellPoint, Inc., United HealthGroup, Inc., and Inge-nix, Inc.’s Motions to Dismiss PHILIP S. GUTIERREZ, District Judge. Wendy K. Hernandez, Deputy Clerk. Pending before the Court are Defendants WellPoint, Inc., UnitedHealth Group, Inc., and Ingenix, Inc.’s Motions to Dismiss the Corrected Third Consolidated Amended Multi-District Litigation Complaint (“CTAC”). The Court finds the matters appropriate for decision without oral argument. See Fed.R.Civ.P. 78; L.R. 7-15. Having read and considered the moving and opposing papers, the Court GRANTS in part and DENIES in part the motions to dismiss. I. Background This case concerns insurance subscribers and healthcare providers who claim that the nation’s largest healthcare insurer failed to properly reimburse them for covered out-of-network services (“ONS”). Plaintiffs allege that WellPoint — along with UnitedHealth Group (“UHG”) and other Insurer Conspirators — orchestrated a scheme to artificially reduce and set “usual, customary, and reasonable” (“UCR”) schedules for ONS reimbursements using the Ingenix Database, which UHG acquired through a wholly-owned subsidiary in 1998. Subscribers were allegedly promised a “usual, customary, and reasonable” rate of reimbursement for services rendered by non-participating providers, but were underpaid due to “scrubbed” UCR data generated by Ingenix. The Insurer Conspirators who use the Ingenix Database for UCR reimbursement determinations collectively cover approximately 93.5 million privately-insured individuals in the United States. The factual background with respect to Well-Point’s ONS coverage, the genesis and criticism of the Ingenix Database, and the procedural history of the present litigation is set forth in the Court’s August 11, 2011 Order, 865 F.Supp.2d 1002 (C.D.Cal.2011), granting in part and denying in part Defendants’ motion to dismiss the Second Consolidated Amended Complaint (“SAC”). See Dkt. # 243 (hereinafter, the “August 11 Order ”). Since early 2009, subscriber, provider and association plaintiffs have filed lawsuits against WellPoint, its subsidiaries, UHG, and Ingenix challenging WellPoint’s use of the Ingenix Database and the adequacy of WellPoint’s ONS reimbursements. These actions were consolidated into the current Multi-District Litigation, In re WellPoint, Inc., Out-of-Network “UCR” Rates Litigation, 2:09-ml-02074-PSG-FFM. Following issuance of the August 11 Order, Plaintiffs filed a Third Consolidated Amended Complaint on October 17, 2011, and a Corrected Third Consolidated Amended Complaint (“CTAC”) on October 26, 2011. See Dkt. # 274, 279-1. Like the SAC, the CTAC states causes of action for (1) violation of Section 1 of the Sherman Act, 15 U.S.C. § 1; (2) unpaid benefits under group plans governed by ERISA, 29 U.S.C. § 1132(a)(1)(B); (3) breach of fiduciary duty under ERISA, 29 U.S.C. § 1132(a)(2); (4) failure to provide full and fair review as required under ERISA, 29 U.S.C. § 1132(a)(3); (5) failure to provide accurate records under ERISA, 29 U.S.C. § 1132(c); (6) violation of RICO based on predicate acts of mail and wire fraud, 18 U.S.C. § 1962(c); (7) violation of RICO for predicate acts of embezzlement, 18 U.S.C. § 1962(c); (8) conspiracy to violate RICO, 18 U.S.C. § 1962(d); (9) breach of contract; (10) breach of the implied covenant of good faith and fair dealing; (11) violation of California’s unfair and deceptive practices statutes (“UCL” and “FAL”), Cal. Bus. & Prof. Code §§ 17200, 17500; and (12) violation of California’s Cartwright Antitrust Act. See Dkt. #279-1. Plaintiffs no longer pursue a claim for violation of New York General Business Law (“GBL”) § 349, but have added a claim for (13) violation of the UCL’s “unlawful” prong predicated on California Health and Safety Code § 1371.4, brought on behalf of Provider Plaintiff Dr. James G. Schwendig, a subclass of California Emergency Room providers, and the California Medical Association (“CMA”) and American Medical Association (“AMA”). See id. In asserting their various claims, Plaintiffs are divided into several categories. First, the “Subscriber Plaintiffs” are Michael Roberts (“Roberts”) (on behalf of himself and as guardian for his daughter, D. Roberts), J.B.W. (a minor by and through his parent and guardian ad litem), Darryl and Valerie Samsell (the “Samsells”), Mary Cooper (“Cooper”), and Ivette Rivera-Giusti (“Rivera-Giusti”). See id. ¶¶ 24-29. The Subscriber Plaintiffs each allegedly had an insurance policy with WellPoint or one of its subsidiaries, received ONS medical care, were reimbursed at a depressed rate, and incurred “more out-of-pocket expense [than he or she] would have absent the unlawful conduct alleged.” See id. Second, the “Provider Plaintiffs” are as follows: Dr. Stephen D. Henry is a primary care internist, Dr. James G. Sehwendig is a trauma surgeon, Dr. James Peck is a clinical psychologist, Dr. Michael Pariser is a licensed psychologist, Dr. Carmen Kavali is a plastic surgeon, Dr. Stephani Higashi is a chiropractic doctor, and the North Peninsula Surgical Center, L.P. (“NPSC”) is an ambulatory surgical center. See id. ¶¶ 30-37. The Provider Plaintiffs allegedly provided ONS to Well-Point subscribers, were assigned the policies to be reimbursed, and received deflated UCR reimbursements. See id. ¶ 80. Third, the “Association Plaintiffs” are the AMA, the CMA, the Medical Association of Georgia (“MAG”), the Connecticut State Medical Society (“CSMS”), the American Podiatric Medical Association (“APMA”), the California Chiropractic Association (“CCA”), and the California Psychological Association (“CPA”). See id. ¶¶ 38-51. The Association Plaintiffs sue Defendants in their individual and representative capacities to redress injuries sustained by them and their members. See id. On December 22, 2011, WellPoint and the UHG Defendants filed separate motions to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6). See Dkt. # 322, 323. Plaintiffs filed an omnibus opposition collectively opposing both motions. See Dkt. #335. Defendants replied, and the motions are now before the Court. As a threshold matter, the Court notes Plaintiffs’ objection to many of Well-Point and the UHG Defendants’ arguments on the grounds that they either were or could have been raised in connection with their motions to dismiss the Second Consolidated Amended Complaint and Defendants have not met the high reconsideration standards. However, the law is clear in this Circuit that an “amended complaint supersedes the original, the latter being treated thereafter as nonexistent.” Forsyth v. Humana, Inc., 114 F.3d 1467, 1474 (9th Cir.1997). Courts in this Circuit therefore have permitted defendants moving to dismiss an amended complaint to make arguments previously made and to raise new arguments that were previously available. See In re Sony Grand WEGA KDF-E A10/A20 Series Rear Projection HDTV Television Litig., 758 F.Supp.2d 1077, 1098 (S.D.Cal.2010) (‘When Plaintiffs filed the FACC, it superseded their previous complaint, and Sony was therefore free to move again for dismissal.”); Stamas v. Cnty. of Madera, No. CV F 09-0753 LJO SMS, 2010 WL 289310, at *4 (E.D.Cal. Jan. 15, 2010) (“[A]n amended pleading is a new round of pleadings ... [and] is subject to the same challenges as the original (i.e., motion to dismiss, to strike, for more definite statement).”); Migliaccio v. Midland Nat’l Life Ins. Co., No. CV 06-1007 CAS-MANX, 2007 WL 316873, at *2-3 (C.D.Cal. Jan. 30, 2007) (rejecting plaintiffs’ argument that Federal Rule of Civil Procedure 12(g)(2)’s ban on successive Rule 12 motions barred the defendants from raising new arguments or resurrecting arguments considered by the Court in their first motion to dismiss). Moreover, the CTAC contains new allegations relevant to the viability of several of Plaintiffs’ causes of action, including allegations that WellPoint reimbursed some Subscriber Plaintiffs using methods other than the Ingenix database. Having chosen to amend their complaint in lieu of proceeding with their remaining claims, the CTAC supersedes the original and Defendants are not held to the reconsideration standards. See Migliaccio, 2007 WL 316873, at *3. With this in mind, the Court turns to the merits of Defendants’ motions. II. Legal Standard Pursuant to Federal Rule of Civil Procedure 12(b)(6), a defendant may move to dismiss a cause of action if the plaintiff fails to state a claim upon which relief can be granted. In evaluating the sufficiency of a complaint under Rule 12(b)(6), the courts must be mindful that the Federal Rules of Civil Procedure require that the complaint contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). Nevertheless, the U.S. Supreme Court has instructed that a “pleading that offers ‘labels and conclusions’ or ‘a formulaic recitation of the elements of a cause of action will not do.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). In resolving a Rule 12(b)(6) motion, the Court must first accept as true all nonconclusory, factual allegations made in the complaint. See Leatherman v. Tarrant County Narcotics Intelligence & Coordination Unit, 507 U.S. 163, 164, 113 S.Ct. 1160, 122 L.Ed.2d 517 (1993). Based upon these allegations, the Court must draw all reasonable inferences in favor of the plaintiff. See Mohamed v. Jeppesen Dataplan, Inc., 579 F.3d 943, 949 (9th Cir.2009). After accepting as true all non-conclusory allegations and drawing all reasonable inferences in favor of the plaintiff, the Court must then determine whether the complaint alleges a plausible claim to relief. See Iqbal, 129 S.Ct. at 1950. In determining whether the alleged facts cross the threshold from the possible to the plausible, the Court is required “to draw on its judicial’ experience and common sense.” Id. “Rule 8 marks a notable and generous departure from the hyper-technical, code-pleading regime of a prior era, but it does not unlock the doors of discovery for a plaintiff armed with nothing more than conclusions.” Id. III. Discussion The Court first addresses the standing issues raised in WellPoint and the UHG Defendants’ motions, before evaluating the sufficiency of the individual claims pleaded in the CTAC. A. Plaintiffs’Standing Defendants again make several challenges to the Subscriber, Provider, and Association Plaintiffs’ Article III and statutory standing. Article III standing is a jurisdictional prerequisite to a federal court’s consideration of any claim. See Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992). A plaintiff in federal court must show three things: (1) injury-in-fact; (2) causation, and (3) redressibility. Allen v. Wright, 468 U.S. 737, 750-51, 104 S.Ct. 3315, 82 L.Ed.2d 556 (1984). WellPoint challenges (1) all Plaintiffs’ standing as it relates to “ONS benefit reductions” calculated via non-Ingenix methodologies, (2) the Provider Plaintiffs’ assignment-based right to bring claims under ERISA, 29 U.S.C. § 1132(a)(2) and (a)(3), the Sherman Act, RICO, and the UCL/FAL, and (3) the Association Plaintiffs’ representative standing under ERISA, the Sherman Act, and RICO in the event their members, lack standing, and both their representative and individual standing under the UCL/FAL. See WellPoint Mot. 6:2-12:11. Finally, both WellPoint and UHG challenge all Plaintiffs individual statutory standing under the Sherman Act and RICO. The Court addresses each in the order set forth above. 1. Standing of Plaintiffs to Assert non-Ingenix “ONS Benefit Reduction” Claims In the August 11 Order, the Court dismissed all Plaintiffs’ claims to the extent they were based on “ONS Benefit Reductions” unrelated to Ingenix reimbursement schedules. The Court agreed with Defendants that Plaintiffs had failed to “allege any facts to establish that they have standing to bring claims for [nonIngenix] ONS Benefit Reductions.” In dismissing these claims, the Court concluded that Plaintiffs failed to identify which individuals were affected by the non-Inge-nix ONS benefit reductions, and how each was injured. The CTAC now identifies Subscriber Plaintiff J.B.W. and several Provider Plaintiffs as having been reimbursed for ONS using in-network participating fee schedules, see CTAC ¶ 231 (Schwendig); ¶ 240 (Peck); ¶ 248 (Pariser); ¶ 262 (Kavali); ¶ 361 (Higashi), and Subscriber Plaintiffs the Samsells as having been reimbursed according to a multiple of Medicare fee schedules. See CTAC ¶ 345. The CTAC describes the Non-Ingenix methodologies employed by WellPoint to calculate ONS reimbursement and explains why each methodology is flawed in that it results in ONS reimbursements that do not reflect reasonable and customary charges. See CTAC ¶¶ 16, 174-77, 275. These allegations are sufficient to cure the deficiencies identified by the Court. Accordingly, WellPoint’s motion to dismiss all Plaintiffs’ claims for lack of standing to the extent they are based on non-Ingenix ONS under-reimbursements is DENIED. 2. Provider Plaintiffs’ Standing to Sue via “Assignments of Benefits” WellPoint challenges the Provider Plaintiffs’ standing to sue via the assignments they received from their patients for violations of (1) any provision of ERISA other than § 1132(a)(1)(B), (2) the Sherman Act, (3) RICO, and (4) the UCL/ FAL. See WellPoint Mot. 6:1-12. The assignments the Providers received expressly relate to the right to receive benefits. See CTAC ¶ 219 (“Dr. Henry’s patients sign a form assigning their health benefits to him”); ¶ 234 (“Dr. Peck has obtained assignments of benefit payment rights from insureds”); ¶ 237 (referring to the “assignment of benefits forms” that “Dr. Peck and Provider Class members obtain from their WellPoint patients”); ¶ 244 (“The assignment of benefits that Dr. Pariser and Class members obtain from their WellPoint patients are security for future payment by WellPoint”); ¶ 256 (“In each case, Dr. Kavali [obtains] from the patient [a] signed Assignment of Benefits form”). Recovery for non-payment of benefits is governed by section 1132(a)(1)(B) of ERISA, which provides a cause of action “by a participant or beneficiary to recover benefits due to him under the terms of his plan.” See 29 U.S.C. § 1132(a)(1)(B). The Ninth Circuit has long recognized that assignments of benefits are sufficient to convey standing on an assignee to sue a plan directly under § 1132(a)(1)(B). See Misic v. Bldg. Serv. Emps. Health & Welfare Trust, 789 F.2d 1374, 1376 (9th Cir.1986). However, WellPoint contends that mere assignments of benefits give no indication that the assignor intended to assign its right to bring causes of action under the Sherman Act, RICO, the UCL/FAL and other provisions of ERISA, such as §§ 1132(a)(2) and (a)(3), which do not relate to benefits reimbursements. Accordingly, WellPoint argues the Provider Plaintiffs lack standing to assert these claims by assignment. Plaintiffs apparently misinterpret this argument, responding in large part with the well-established — and uncontested — rule that providers who receive benefits assignments may sue directly under § 1132(a)(1)(B). See Opp. 54:1-28. The Court’s task in interpreting the scope of an assignment is to , “enforce the intent of the parties.” See Klamath-Lake Pharm. Ass’n v. Klamath Med. Serv. Bureau, 701 F.2d 1276, 1283 (9th Cir.1983); Nat’l Reserve Co. of Am. v. Metro. Trust Co. of Cal., 17 Cal.2d 827, 832, 112 P.2d 598, 602 (1941) (“In determining what rights or interest pass under an assignment, the intention of the parties as manifested in the instrument is controlling.”). With respect to the ERISA causes of action, the Provider Plaintiffs rely almost exclusively on Misic and the Eleventh Circuit’s decision in Connecticut State Dental Ass’n v. Anthem Health Plans, Inc., 591 F.3d 1337, 1350 (11th Cir.2009), both of which involved claims for unpaid benefits brought under section 1132(a)(1)(B) and which therefore did not address whether assignments of the right to reimbursement were effective to assign claims under §§ 1132(a)(2) and (a)(3) as well. See Misic, 789 F.2d at 1378; Conn. State Dental, 591 F.3d at 1350-53. Looking to the language of the assignments and the intentions of the' parties as pleaded in the CTAC, the Court concludes that the Provider Plaintiffs have failed to allege they were assigned the right to bring these causes of action. First, the Ninth Circuit has recently reiterated that courts must look to the language of an ERISA assignment itself to determine the scope of the assigned claims. See Eden Surgical Ctr. v. B. Braun Med., Inc., 420 Fed.Appx. 696, 697 (9th Cir.2011) (noting that the “question [was] whether the plan participants assigned Eden the right to sue for statutory penalties” and concluding that the language of the assignments did not encompass the right to bring claims under § 1132(c)). Here, the assignments as pleaded are limited to the right to collect benefits. See I.V. Servs. of Am., Inc. v. Inn Dev. & Mgmt., Inc., 7 F.Supp.2d 79, 84 (D.Mass.1998) (noting that a “Benefits Assignment Form” enabled a Plaintiff to sue for services rendered, but “accomplishe[d] little else”). Moreover, at least one Circuit taking up the issue has concluded that “only an express and knowing assignment of an ERISA fiduciary breach claim [under § 1332(a)(2) ] is valid.” See Texas Life, Accident Health & Hosp. Serv. Ins. Guar. Ass’n v. Gaylord Entm’t Co., 105 F.3d 210, 218 (5th Cir.1997) (“Because an assignment of a fiduciary duty breach claim affects all plan participants, and unsuccessful claims can waste plan resources ... these claims are not assigned by implication or by operation of law.”). Plaintiffs argue that courts generally do not distinguish between which subsection of § 1132(a) an assignee proceeds, and that the language in Misic to the effect that the provider in that case could “assert the claims of his assignors” is broad enough to encompass the right to bring claims under other subparts of § 1132(a). However, this does not avail the Provider Plaintiffs here because the complaint in Misic alleged that “Dr. Misic ‘stands in the shoes of the [b]eneficiaries.’ ” See Misic, 789 F.2d at 1378. Under California law, when an assignee “stands in [the] shoes” of the assignor, he takes “all the rights of the assignor” and has exclusive rights to sue on the assigned claims. Johnson v. Cnty. of Fresno, 111 Cal.App.4th 1087, 1096, 4 Cal.Rptr.3d 475 (2003); accord Eden, 420 Fed.Appx. 696, 698 (Bybee, J., dissenting). No such allegation is pleaded here. Second, the CTAC itself alleges that the assignments “do not alter the legal relationship between WellPoint and its subscribers, but rather provide the convenience of allowing these subscribers to obtain needed healthcare on the implicit promise of later payment by WellPoint.” See CTAC ¶ 243. Once a claim has been assigned, however, the assignee is the owner and the assignor generally lacks standing to sue on it. See DevTech Mktg., Inc. v. Westfalia-Surge, Inc., No. EDCV 02-672 RT (SGLx), 2005 WL 6287929, at *4 (C.D.Cal., Apr. 19, 2005); cf. Klamath-Lake, 701 F.2d at 1283 (noting that “had the assignors sought to save their claims for later use,” they would not have employed language effectuating a full assignment of all claims). Accordingly, allegations emphasizing the maintenance of existing legal relations between the subscribers and WellPoint weigh against a broad construction of the scope of the assignments. Tellingly, the ERISA Subscriber Plaintiffs themselves state causes of action under §§ 1132(a)(2) and (a)(3). Because the scope of the assignments as pleaded is limited to the right to collect benefits payments directly, the CTAC indicates that the ERISA Subscribers intended to maintain existing legal relationships with WellPoint notwithstanding the assignments, and the Subscriber Plaintiffs also collectively state claims under §§ 1132(a)(2) and (a)(3), the Court finds the allegations insufficient to conclude that the Provider Plaintiffs were assigned the right to pursue these claims. Accordingly, the §§ 1132(a)(2) and (a)(3) claims brought on behalf of the Provider Plaintiffs are DISMISSED. For similar reasons, the Court concludes that the Provider Plaintiffs have not adequately alleged they were assigned their subscriber-patients’ rights to bring antitrust and RICO causes of action. Although “terms of art are not required for a valid assignment,” U.S. ex. rel. Kelly v. Boeing Co., 9 F.3d 743, 748 (9th Cir.1993), the Ninth Circuit has nevertheless acknowledged “the unique concerns underlying antitrust assignments.” Knott v. McDonald’s Corp., 147 F.3d 1065, 1068 n. 4 (9th Cir.1998) (citing Gulfstream III Assoc., Inc. v. Gulfstream Aerospace Corp., 995 F.2d 425, 437-39 (3d Cir.1993)). In Gulfstream III, the Third Circuit reasoned that problems of split recoveries and duplicative liability lent “crucial support” to the holding that “any assignment of antitrust claims, as a matter of federal common law, must be an express assignment; general assignments, without specific reference to antitrust claims, cannot validly transfer the right to pursue those claims.” See 995 F.2d at 440; Korea Kumho Petrochemical v. Flexsys Am. LP, 2007 WL 2318906, at *3 n. 2 (N.D.Cal., Aug. 13, 2007) (noting that federal antitrust assignments must be express). Since Section 4 of the Clayton Act, 15 U.S.C. § 15, served as the model for the provision of the RICO statute authorizing private civil actions, 18 U.S.C. § 1964, courts have likewise held that RICO assignments must be “express.” See Lerman v. Joyce Intern., Inc., 10 F.3d 106, 112 (3d Cir.1993). Applying this standard, assignments conveying “all of’ the assignor’s “causes of action, ... claims and demands of whatsoever nature,” have been held sufficient, while those that merely assign the “rights, title and interest” in the subject of the agreement have been held deficient. See id. The assignments in this case, which concern only the right to collect ONS reimbursements directly from the assignor’s insurer, fail to affect even a general assignment and therefore cannot meet the more demanding antitrust and RICO requirements. Because the CTAC does not allege that the Provider Plaintiffs obtained “express” assignments to pursue antitrust and RICO claims on behalf of their patients, the Providers lack standing to assert these claims via assignment, and these claims, too, are DISMISSED. WellPoint’s argument that the assignments are insufficient to convey standing upon the Provider Plaintiffs to assert UCL/FAL causes of action on behalf of the subscriber-assignors differs from those discussed above. The UCL prohibits “any unlawful, unfair or fraudulent business act or practice.... ” Cal. Bus. & Prof. Code § 17200. In 2004, the California electorate amended the UCL/ FAL to provide that private enforcement actions may be brought only by one “who has suffered injury in fact and has lost money or property as a result of the unfair competition.” Amalgamated Transit Union, Local 1756 v. Superior Court, 46 Cal.4th 993, 1000, 95 Cal.Rptr.3d 605, 209 P.3d 937 (2009) (discussing Cal. Bus. & Prof. Code § 17204); accord Kwikset Corp. v. Superior Court, 51 Cal.4th 310, 321-22, 120 Cal.Rptr.3d 741, 246 P.3d 877 (2011) (discussing Proposition' 64 and Cal. Bus. & Prof. Code §§ 17204 and 17535). Citing to Amalgamated Transit, WellPoint urges the Court to adopt a rule that UCL/ FAL claims may not be brought by assignment. Applying § 17204 to an association that conceded it had not itself suffered “actual injury under the unfair competition law,” but which held assignments from its injured members, the California Supreme Court in Amalgamated Transit held that “[t]o allow a noninjured assignee of an unfair competition claim to stand in the shoes of the original, injured claimant would confer standing on the assignee in direct violation of the express statutory requirement in the unfair competition law, as amended by the voters’ enactment of Proposition 64, that a private action under that law be brought exclusively by a ‘person who has suffered injury in fact and has lost money or property as a result of the unfair competition.’ ” See 46 Cal.4th- at 998, 1002, 95 Cal.Rptr.3d 605, 209 P.3d 937. Rather, “all unfair competition law actions seeking relief on behalf of others ... must be brought as class actions.” See id. at 1005, 95 Cal.Rptr.3d 605, 209 P.3d 937. The Provider Plaintiffs counter that Amalgamated Transit does not bar their UCL claims based on the assignments they received from their subscriber-patients because, unlike the plaintiff-association in Amalgamated, they have suffered their own injuries in fact. See Opp. 58:19-22 (“Provider Plaintiffs who were underpaid for their services on account of Well-Point’s ONS under-reimbursements suffered injury.”) (citing CTAC ¶¶ 156-57, 160, 218-70). In so far as the Provider Plaintiffs suffered their own independent and direct injuries “as a result of’ the unfair competition, they may pursue their own UCL claims. However, the problem with the Provider Plaintiffs’ argument is that to the extent they sue via assignment, they seek to recover derivatively for the injuries inflicted upon their subscriber-patients, and not their own injuries. See Drazan v. Atlantic Mut. Ins. Co., 2010 WL 2629576, at *3 (N.D.Cal. Jun. 29, 2010) (rejecting assignee-plaintiffs argument that they had standing to sue on behalf of an injured assignor because they themselves had “incurred a diminution in value of their interest in [the assignor] as a result of defendants’ conduct.” Because plaintiffs were “not suing based upon their own claims,” but were instead “suing as assignees of [the assignor’s] claims for defendants’ failure to defend and indemnify [the assignor],” they lacked standing.). The Provider Plaintiffs do not purport to represent a class comprised of both the injured Subscribers and themselves, which would require a showing of, among other things, a “well-defined community of interest” between these two groups. See Arias v. Superior Court, 46 Cal.4th 969, 977 n. 2, 95 Cal.Rptr.3d 588, 209 P.3d 923 (2009). The Court concludes that to allow the Provider Plaintiffs to sue on behalf of the injured subscriber-assignors simply because they have suffered their own distinct injuries would run counter to Amalgamated Transit’s pronouncement that all UCL actions seeking to recover for injuries inflicted on others must be brought as class actions. Accordingly, the Provider Plaintiffs’ assignment-based UCL/FAL claims are DISMISSED. In sum, the Court finds that the CTAC fails to plead that the Provider Plaintiffs were assigned the right to bring claims under §§ 1132(a)(2) and 1132(a)(3) of ERISA, the Sherman Act, and RICO. Accordingly, to the extent the Provider Plaintiffs pursue such claims via assignment, they are DISMISSED. Further, because all unfair competition claims “seeking relief on behalf of others,” including those brought via assignment must satisfy the class action requirements, the Provider Plaintiffs assignment-based UCL/FAL claims, too, are DISMISSED. 3. Association Plaintiffs The Court previously found that the Association Plaintiffs had standing to pursue their individual and representative claims. However, the Court has now found that the Provider Plaintiffs lack standing to pursue their assignment-based Sherman Act and RICO claims. Because an association can only have representative standing if its “members would otherwise have standing to sue in their own right,” Hunt v. Wash. State Apple Adver. Comm’n, 432 U.S. 333, 343, 97 S.Ct. 2434, 53 L.Ed.2d 383 (1977), to the extent the Association Plaintiffs’ Sherman Act and RICO claims are brought on behalf of members suing by assignment, the Association Plaintiffs also lack representative standing to pursue such claims. WellPoint also argues that the Association Plaintiffs lack individual and representative standing under the UCL and FAL because representative standing is no longer permitted under § 17204 and the Associations’ alleged injuries — increased counseling expenses and diverted resources, see CTAC ¶ 163 — are too nebulous and attenuated to satisfy § 17204’s requirement that a plaintiff have lost money or property as a result of the unfair competition. See Cal. Bus. & Prof. Code § 17204. With.respect to the Association Plaintiffs’ representative standing, the Court agrees. As alluded to above, the California Supreme Court established in two companion cases handed down in 2009 that representative actions for UCL and FAL violations must be brought as class actions. See Arias v. Superior Court, 46 Cal.4th 969, 978-80, 95 Cal.Rptr.3d 588, 209 P.3d 923 (2009) (“we construe the statement in section 17203, as amended by Proposition 64, that a private party may pursue a representative action under the unfair competition law only if the party ‘complies with Section 382 of the Code of Civil Procedure’ to mean that such an action must meet the requirements for a class action.”); Amalgamated Transit, 46 Cal.4th at 1005, 95 Cal.Rptr.3d 605, 209 P.3d 937 (“Plaintiff unions challenge the Court of Appeal’s conclusion that all unfair competition law actions seeking relief on behalf of others, including those brought by representative or associational plaintiffs, must be brought as class actions. We agree with the Court of Appeal.”). Accordingly, because the UCL and FAL no longer permit associational or representative standing and the Association Plaintiffs do not attempt to meet the class action requirements, their representative UCL/FAL claims are DISMISSED. See Coalition for ICANN Transparency, Inc. v. VeriSign, Inc., 452 F.Supp.2d 924, 939 (N.D.Cal.2006); Amalgamated Transit, 46 Cal.4th at 1004, 95 Cal.Rptr.3d 605, 209 P.3d 937 (§ 17204’s “standing requirement is inconsistent with the federal doctrine of associational standing.”). However, the Court rejects WellPoint’s perfunctory argument that the Associations’ alleged injury is insufficiently concrete to support individual standing under § 17204. WellPoint does not develop this argument or cite any authority on point, and at least one court in this district has held on analogous facts that the requisite showing of injury to money or property caused by unfair competition had been made. See S. Cal. Housing Rights Ctr. v. Los Feliz Towers Homeowners Ass’n, 426 F.Supp.2d 1061, 1069 (C.D.Cal.2005) (finding Housing Rights Center had evidenced an injury sufficient to support a UCL claim based on loss of financial resources in investigating claim and diversion of staff time from other cases) (citing Havens Realty Corp. v. Coleman, 455 U.S. 363, 102 S.Ct. 1114, 71 L.Ed.2d 214 (1982)). Accordingly, WellPoint’s motion to dismiss the Association Plaintiffs’ individual UCL/ FAL claims for lack of standing is DENIED. 4. Antitrust Standing Section 1 of the Sherman Act prohibits “[e]very contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade.” 15 U.S.C. § 1. The CTAC alleges violations of Section 1 of the Sherman Act on behalf of all Plaintiffs under both a rule of reason and a per se analysis. The Court previously upheld Plaintiffs per se and rule of reason claims. In so holding, the Court noted that several of Defendants’ arguments appeared to be directed at Plaintiffs’ standing, but that standing to assert the Sherman Act claims was not specifically raised in the papers. See August 11 Order, p. 1030-31. This question is now squarely before the Court, however, as both WellPoint and the UHG Defendants argue that Plaintiffs have not suffered a direct injury of the type the antitrust laws were intended to forestall, and therefore lack standing to pursue their claims. Antitrust standing is a jurisdictional prerequisite to a Section 1 claim under both the rule of reason and the per se rule. See In re ATM Fee Antitrust Litig., 686 F.3d 741, 744 (9th Cir.2012) (“Because Plaintiffs lack antitrust standing, we do not address Plaintiffs’ appeal regarding the district court’s [ ] determination that the rule of reason, and not the per se rule, applies here”). Under § 4 of the Clayton Act, “any person who shall be injured in his business or property by reason of anything forbidden in the antitrust laws may sue ... and shall recover threefold the damages by him sustained, and the cost of suit, including a reasonable attorney’s fee.” 15 U.S.C. § 15(a). However, “[t]he Supreme Court has interpreted that section narrowly, thereby constraining the class of parties that have statutory standing to recover damages through antitrust suits.” Del. Valley Surgical Supply Inc. v. Johnson & Johnson, 523 F.3d 1116, 1120 (9th Cir.2008) (citing Illinois Brick v. Illinois, 431 U.S. 720, 97 S.Ct. 2061, 52 L.Ed.2d 707 (1977)); accord Am. Ad Mgmt., Inc. v. Gen. Tel. Co. of Cal., 190 F.3d 1051, 1054 (9th Cir.1999) (noting that § 4 is not to be read to “afford relief to all persons whose injuries are causally related to an antitrust violation,” rather, “courts have constructed the concept of antitrust standing, under which they ‘evaluate the plaintiffs harm, the alleged wrongdoing by the defendants, and the relationship between them,’ [in order] to determine whether a plaintiff is a proper party to bring an antitrust claim.”). As a result, “[a]ntitrust standing is distinct from Article III standing,” and a “plaintiff who satisfies the constitutional requirement of injury in fact is not necessarily a proper party to bring a private antitrust action.” Id. at 1054 n. 3. The issue may be raised at any stage of litigation. R.C. Dick Geothermal Corp. v. Thermogenics, Inc., 890 F.2d 139, 145 (9th Cir.1989). The Supreme Court has identified certain factors for determining whether a plaintiff who has borne an injury for Article III standing has suffered injury for antitrust purposes. Am. Ad Mgmt., 190 F.3d at 1054. These factors include: (1) the nature of the plaintiffs alleged injury; that is, whether it is the type the antitrust laws were intended to forestall; (2) the directness of the injury; (3) the speculative measure of the harm; (4) the risk of duplicative recovery; and (5) the complexity in apportioning damages. Amarel v. Connell, 102 F.3d 1494, 1507 (9th Cir.1996); accord Associated General Contractors of California, Inc. v. California State Council of Carpenters, 459 U.S. 519, 538-45, 103 S.Ct. 897, 74 L.Ed.2d 723 (1983). Although Courts have stated that “no single factor is decisive,” R.C. Dick Geothermal, 890 F.2d at 146, and that it is “virtually impossible to announce a black-letter rule that will dictate the result in every case,” Am. Ad Mgmt., 190 F.3d at 1054, the first factor is of such “tremendous significance” in determining whether a plaintiff has antitrust standing that its presence is necessary, though not always sufficient. Bhan v. NME Hosps., Inc., 772 F.2d 1467, 1470 n. 3 (9th Cir.1985); accord Glen Holly Entm’t, Inc. v. Tektronix, Inc., 352 F.3d 367, 372 (9th Cir.2003) (“to acquire ‘antitrust standing,’ a plaintiff must adequately allege and eventually prove ‘antitrust injury.’ ”). The second, fourth and fifth factors are dispositive of the Provider and Association Plaintiffs’ claims. The “directness of the injury” inquiry incorporates traditional limitations of proximate causation. See Ass’n. of Wash. Publ. Hosp. Dists. v. Philip Morris Inc., 241 F.3d 696, 701 (9th Cir.2001). “A direct relationship between the injury and the alleged wrongdoing has been one of the ‘central elements’ of the proximate causation determination, and ‘a plaintiff who complained of harm flowing merely from the misfortunes visited upon a third person by the defendant’s acts [ ] generally [has been] said to stand at too remote a distance to recover.” Id. (quoting Oregon Laborers-Emp’rs Health & Welfare Trust Fund v. Philip Morris Inc., 185 F.3d 957, 963 (9th Cir.1999)). Also relevant to this inquiry is the Illinois Brick rule, which bars an indirect purchaser from recovering based on an illegal price fix in the upstream market, even where the direct purchaser simply passes on the illegal price to the indirect purchaser. See In re ATM Fee Antitrust Litig., 686 F.3d at 748 (“In other words, indirect purchasers may not use a pass-on theory to recover damages and thus have no standing to sue.”). To determine whether an injury is “too remote” to allow recovery under the antitrust laws, courts consider three factors: “(1) whether there are more direct victims of the alleged wrongful conduct who can be counted on to vindicate the law as private attorneys general; (2) whether it will be difficult to ascertain the amount of the plaintiffs damages attributable to defendant’s wrongful conduct; and (3) whether the courts will have to adopt complicated rules apportioning damages to obviate the risk of multiple recoveries.” Ass’n. of Wash. Pub. Hosp. Dists., 241 F.3d at 701 (quoting Oregon Laborers, 185 F.3d at 963). These factors overlap with the fourth and fifth Associated General factors, which are also concerned with eliminating duplicative recoveries and avoiding difficulties in apportioning damages. Applying this three-factor test, it is plain that the Provider and Association Plaintiffs cannot establish antitrust standing. First, there exist more direct victims in the form of the Subscribers. Without the under-reimbursements to the Subscribers, the Providers would not have encountered difficulty in collecting a usual, customary, and reasonable rate for services rendered to their Subscriber-patients. In other words, there is no “direct link” between the harm the Provider Plaintiffs suffered and Defendants’ alleged misconduct, which is entirely derivate of the injury inflicted on the Subscribers. See Oregon Laborers, 185 F.3d at 963 (holding that hospital districts and trusts seeking to recover their increased expenditures for treatment of their beneficiaries’ tobacco-related illnesses that were caused by the tobacco defendants’ wrongdoing lacked standing because “without any injury to smokers, plaintiffs would not have incurred the additional expenses in paying for the medical expenses of those smokers.”). The Association Plaintiffs’ injuries are even more attenuated. First the Subscribers must be under-reimbursed and the Providers must encounter friction in collecting the balance of their billed-charges, then the Providers must decide to seek counseling from the Associations, who in turn must incur additional expenses. In sum, because the harm suffered by the Provider and Association Plaintiffs merely flows from the misfortunes visited upon the Subscribers by WellPoint and the Insurer Conspirators’ acts, the proximate cause requirement is not met. See id. at 964; see also Ass’n. of Wash. Publ. Hosp. Dists., 241 F.3d at 702. Moreover, as the Subscribers are also plaintiffs in this action, they clearly are motivated to punish the defendants for their wrongdoing. Even if the Subscriber Plaintiffs are ultimately unable to “vindicate the public interest in antitrust enforcement,” their ability to bring other claims to deter the defendants’ wrongful conduct, including state law claims, satisfies this factor and weighs against standing. See Oregon Laborers, 185 F.3d at 964. Here, the Subscriber Plaintiffs assert, a myriad of claims seeking to punish Well-Point for its ONS under-reimbursements, including claims for nonpayment of benefits under ERISA § 1132(a)(1)(B) and state law breach of contract. Second, ascertaining the Provider and Association Plaintiffs’ damages attributable to WellPoint’s wrongful conduct would entail considerable speculation regarding how the Subscribers would have behaved had WellPoint accurately disclosed its ONS reimbursement metrics, including whether a subscriber would have selected a different ONS provider or an in-network provider, or would have agreed to pay the balance had they been informed of the lower ONS reimbursement figures upfront. See Ass’n. of Wash. Publ. Hosp. Dists., 241 F.3d at 703 (holding district court correctly concluded that the speculative nature of the harm weighed “strongly against” standing where “[calculation of the Hospital Districts’ damages would entail considerable speculation regarding how individuals’ tobacco usage would have changed in the event that accurate information and less harmful tobacco products were available”). Finally, the potential for duplicative recovery weighs against standing given that the Subscriber Plaintiffs’ causes of action for breach of contract and nonpayment of benefits under ERISA section 1132(a)(1)(B) seek recovery for the same under-reimbursements. See id. In sum, the Provider and Association Plaintiffs cannot show that their injuries were proximately caused by Defendants’ alleged misconduct. Therefore, they lack standing under the Sherman Act and their claims are DISMISSED WITH PREJUDICE. And because RICO incorporates the same proximate causation inquiry, the Provider and Association Plaintiffs’ RICO causes of action, too, are DISMISSED WITH PREJUDICE. See Ass’n. of Wash. Publ. Hosp. Dists., 241 F.3d at 701; Holmes v. Sec. Investor Pro. Corp., 503 U.S. 258, 268-74, 112 S.Ct. 1311, 117 L.Ed.2d 532 (1992); Anza v. Ideal Steel Supply Corp., 547 U.S. 451, 457-58, 126 S.Ct. 1991, 164 L.Ed.2d 720 (2006) (applying Holmes and holding that RICO plaintiffs’ theory that defendants “harmed [them] by defrauding the New York tax authority and using the proceeds from the fraud to offer lower prices designed to attract more customers” was insufficient to confer standing because the “direct victim of this conduct was the State of New York,” not plaintiffs); Rezner v. Bayerische Hypo-Und Vereinsbank AG, 630 F.3d 866, 874 (9th Cir.2010). The Court’s antitrust standing analysis with respect to the Subscriber Plaintiffs is less straightforward, however. WellPoint and UHG challenge the Subscriber Plaintiffs’ antitrust standing on the grounds that have failed to plead facts establishing the first — and critical — Associated General factor: “Antitrust injury.” Antitrust injury demands a showing of: “(1) unlawful conduct, (2) causing an injury to the plaintiff, (3) that flows from that which makes the conduct unlawful, and (4) that is of the type the antitrust laws were intended to prevent.” Glen Holly Entm’t, 352 F.3d at 372 (quoting Am. Ad Mgmt., 190 F.3d at 1055). In addition, Courts generally impose a fifth requirement that the injured party be a participant in the same market as the alleged malefactors. Id. “In other words, the party alleging the injury must be either a consumer of the alleged violator’s goods or services or a competitor of the alleged violator in the restrained market.” Id. (quoting Eagle v. Star-Kist Foods, Inc., 812 F.2d 538 (9th Cir.1987)). Courts have recognized “a narrow exception to the market participant requirement for parties whose injuries are ‘inextricably intertwined’ with the, injuries of market participants.” Am. Ad Mgmt., 190 F.3d at 1057 fn. 5. The CTAC identifies the restrained market as the “market for data used to calculate UCRs for reimbursement of claims by health insurance beneficiaries for out-of-network, non-negotiated medical services (the ‘Data Market’)” in the United States. See CTAC ¶ 86; Opp. 14:15-17; accord Opp. 15:26 (“The ONS market [ ] is not the relevant antitrust market.”). Plaintiffs admit that they do not participate in the Data Market, but claim they nonetheless suffered an antitrust injury “because the anticompetitive effects of Defendants’ conspiracy to manipulate the Data market occur in the ONS market, to which the Data Market is inextricably linked.” Id. 15:26-16:1. In essence, Plaintiffs’ antitrust theory is that control over the Data Market was essential to the Conspirators’ scheme to depress UCR reimbursements because the presence of other more accurate benchmarking products would have revealed the systematic suppression of UCRs in the linked ONS reimbursement market. See CTAC ¶ 85. Defendants acquired control over the Data Market structurally through a series of acquisitions that eliminated competition and left Ingenix with a 75% market share. See id. They then ensured ongoing control of the market by purportedly agreeing not to submit claims data to competitors or potential competitors of Ingenix. Id. ¶¶ 85, 90. From there, barriers to entry and deep discounts by Ingenix to insurers who submitted the most data allowed Ingenix to maintain its dominance. Id. As a result, no competitive data producers emerged. “ ‘By agreeing to joint control and administration of the Data market, the Insurer Conspirators are able to assure that the reimbursements they pay in the Linked ONS Market will be artificially depressed,’ thereby causing injury to Plaintiffs.” Opp. 16:23-17:1 (quoting CTAC ¶ 87, 89). Were Plaintiffs direct consumers of UCR data or potential competitors of Ingenix, these allegations might suffice to plead antitrust injury. However, the Subscribers fail to explain how their injuries— decreased ONS reimbursements in the “ONS Market” — “flow[] from that which makes [Defendants’ acts unlawful” under the antitrust laws, i.e. Defendants’ exclusion of competitors from the Data Market. See Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477, 489, 97 S.Ct. 690, 50 L.Ed.2d 701 (1977). It “is not enough [ ] to show that defendants violated the law and that the plaintiffs suffered a causally related injury. The critical question for determining whether there is antitrust injury is whether the harm is of the kind that antitrust laws were meant to protect against.” Pool Water Prods. v. Olin Corp., 258 F.3d 1024, 1036 (9th Cir.2001). Injuries that are derivative from the alleged conduct or where causation is highly speculative are not an appropriate basis for an antitrust claim. Am. Ad Mgmt., 190 F.3d at 1055; accord Illinois Brick, 431 U.S. at 735, 97 S.Ct. 2061 (holding that only direct purchasers have standing to sue). Plaintiffs’ opposition and the CTAC contain only speculative and eonelusory assertions that increased competition among data producers would have resulted in the development of “more accurate benchmarking products,” which in turn “would have revealed the systematic suppression of UCRs in the Ingenix schedules,” and that “Plaintiffs received lower reimbursements because Defendants’ UCR rates were not ‘set by free competition,’ but, rather, by Defendants’ scheme to skewer downwards the UCR data used to calculate ONS reimbursements.” See Opp. 17:7-28; 19:9-14; CTAC ¶ 85. The Subscribers’ injuries allegedly were caused by WellPoint and the Insurer Conspirators submitting and relying on flawed data in calculating their ONS reimbursements, and, in some cases, further reducing these figures by reference to internal and Medicare fee schedules “which will always reimburse at a lower amount than the Ingenix method.” See Opp. 14:10-11 (citing TCAC ¶¶ 80, 84, 87, 110, 388, 495). But the Subscribers fail to explain how this loss “flows from an anticompetitive aspect or effect of the [Defendants’] behaviour.” See Rebel Oil Co. v. ARCO, 51 F.3d 1421, 1433 (9th Cir.1995); Atl. Rich-field Co., 495 U.S. at 343, 110 S.Ct. 1884 (“The antitrust injury requirement ensures that a plaintiff can recover only if the loss stems from a competition-reducing aspect or effect of the defendant’s behavior.”). It is the Insurer Conspirators who are consumers in the data market, not the Subscriber Plaintiffs. The plausibility of Plaintiffs’ conspiracy theory hinges on their assertion that the Insurer Conspirators benefit directly from decreased ONS reimbursement expenses, rendering a scheme to depress UCR schedules generated in the data market attractive. See CTAC ¶ 87 (“For every dollar the Insurer Conspirators are able to decrease their reimbursement costs through their unlawful conspiracy [in the Data Market], there is a corresponding dollar increase to the affected [subscriber’s] healthcare costs.”). It is therefore not self-evident that “free competition” and the emergence of new entrants in the data market, who would also be competing for the business of insurance companies and relying on the billed-charge data they submitted, would result in an increase in the UCR rates generated or the development of “more accurate benchmarking products.” ' See Dominguez v. UAL Corp., 666 F.3d 1359 (D.C.Cir.2012) (rejecting even Article III standing where plaintiffs’ theory of antitrust injury “pile[d] speculation atop speculation” in assuming that United Airlines “would continue to offer discounted tickets if it could no longer price discriminate”); Summit Tech., Inc. v. High-Line Med. Instruments, Co., Inc., 922 F.Supp. 299, 304 (C.D.Cal.1996) (“[A] Court need not accept as true unreasonable inferences, unwarranted deductions of fact, or conclusory legal allegations cast in the form of factual allegations.”). Moreover, several of Plaintiffs’ allegations elsewhere cut against a determination that them injuries are attributable to a breakdown of competitive conditions in the Data Market. First, one of the primary criticisms leveled against the Ingenix database — its reliance on only four data points — dates back to the establishment of the PHCS database as early as 1973, twenty-five years before Ingenix acquired its dominant position in the Data Market. See CTAC ¶¶ 99-102. Second, Plaintiffs cite favorably to the State of New York’s adoption of a “new, independent database to be run by a non-profit organization” (the “NYAG database”) that will replace the Ingenix database. See CTAC ¶¶ 91, 145-46. Once the NYAG database is operational, insurers allegedly will have 60 days to cease operating and using the Ingenix Database. Id. ¶ 146. Even though this new database is intended to simply replace Ingenix and therefore makes no changes to the competitive landscape, Plaintiffs claim that it will “free consumers and healthcare providers from the trap of the Ingenix conspiracy.” See id. But whatever its social merits, replacing one monopolist with another, particularly one that, as a non-profit, is designed to be immune from certain market forces, is not about redressing harm to competition and therefore is beyond the purview of the antitrust laws. See Brunswick Corp., 429 U.S. at 488, 97 S.Ct. 690. In sum, because the CTAC does not plausibly explain how increased competition in the data market would raise the level of ONS reimbursements, the Subscribers have failed to plead an “antitrust injury” flowing directly from a competition-reducing aspect of Defendants’ conduct. See Franco v. Conn. Gen. Life Ins. Co., 818 F.Supp.2d 792, 839 (D.N.J.2011). At best, Plaintiffs have alleged that a lack of competition in the Data Market was a “but for” cause of their injuries in that it prolonged discovery of Defendants’ fraudulent activities. See Opp. 19:9-12 (“Through ... the assurance of opacity on the methodology used to calculate ONS reimbursements, Defendants were able to increase the price subscribers paid for ONS and thus reduce their own costs.”). The Court agrees that while “[t]his alleged misconduct may state a claim for relief under other legal theories ... it does not confer standing upon Plaintiffs to sue for any alleged restraint of trade in the Data Market.” Franco, 818 F.Supp.2d at 839; accord Brunswick Corp., 429 U.S. at 488, 97 S.Ct. 690 (“while respondents’ loss occurred “by reason of’ the unlawful acquisitions, it did not occur ‘by reason of that which made the acquisitions unlawful.”). Further, the Court agrees with UHG’s contention that Plaintiffs, who admit they do not participate in the Data Market, “cannot fit within the ‘narrow exception to the market participant requirement for parties whose injuries are ‘inextricably intertwined’ with the injuries of market participants.’ ” See UHG Mot. 6:6-19; Am. Ad Mgmt., 190 F.3d at 1057, n. 5 (noting that even those parties “whose injuries, though flowing from that which makes the defendant’s conduct unlawful, are experienced in another market do not suffer antitrust injury,” unless they fall within the narrow exception to this rule applicable to “parties who[se] injuries are ‘inextricably intertwined’ with the injuries of market participants”) (citing Blue Shield of Va. v. McCready, 457 U.S. 465, 102 S.Ct. 2540, 73 L.Ed.2d 149 (1982)); accord Ostrofe v. H.S. Crocker Co., 740 F.2d 739, 745-46 (9th Cir.1984). There are several deficiencies in the Subscribers’ linked market theory. First, the “linked ONS market” is inadequately defined and is problematic in that there is no allegation that a provider who is out-of-network under one Insurer Conspirator’s plans will be out-of-network under another’s. See Franco, 818 F.Supp.2d at 840 n. 22 (rejecting linked market theory in part because the complaint failed to identify what interchangeable products or services the ONS market comprises, and there was “no allegation, nor [could] any reasonable inference be drawn, that a provider who is [out-of-network] for one insurance company is also [out-of-network] for all other insurance companies”). Second, even assuming a market for ONS reimbursements exists, the TCAC’s conclusory allegations fail to establish the “close and continuous link” between the two markets required to support antitrust standing. See Amarel, 102 F.3d at 1512. Although the Ninth Circuit has indicated that injuries inflicted upon a truly linked market may be sufficiently direct to confer standing, recovery predicated on a “linked market theory” is generally limited to those who have been injured in a physical goods market by a restraint imposed on the futures market for the same good, or vice versa, and cases involving vertically integrated products in which competition for a necessary component has been restrained. See, e.g., Amarel, 102 F.3d at 1512 (discussing Sanner v. Bd. of Trade of City of Chi., 62 F.3d 918 (7th Cir.1995), which addressed an illegal Board of Trade resolution directing holders of “long” positions in soybean futures to liquidate their positions, causing a price decline in both the soybean futures market and the soybean cash market, in which plaintiffs were sellers. Because, accepting the plaintiffs’ allegations as true, the “cash and futures markets for soybeans are so closely related that a directive issued toward one promised to invariably impact the other,” plaintiffs injuries suffered in the soybean cash market were sufficient to confer antitrust standing.); Loeb Indus., Inc. v. Sumitomo Corp., 306 F.3d 469, 476 (7th Cir.2002); In re Linerboard Antitrust Litig., 305 F.3d 145, 159 (3d Cir.2002); In re Digital Music Antitmst Litig., 812 F.Supp.2d 390, 402-03 (S.D.N.Y.2011). The CTAC fails to adequately explain how the monopolization of the Data Market would invariably affect consumers in the market for ONS reimbursements, and the CTAC’s new allegations that WellPoint also makes UCR determinations by reference to Medicare and In-Network fee schedules, which reimburse at rates even lower than the Ingenix figures, suggests that the markets do not automatically and necessarily move in lockstep. Cf. Sanner, 62 F.3d at 929 (reasoning that a linked market may support antitrust standing where it “tends to move in lockstep” with the restrained market and is “ ‘so closely related’ that the distinction between them is of no consequence to antitrust standing analysis”); In re Digital Music Antitrust Litig., 812 F.Supp.2d at 402-03 (rejecting linked market theory asserted by purchasers of CD music because they merely alleged that Defendants’ conduct of artificially inflating the price of internet music allowed them to sell CDs at supracompetitive prices, they did not explain how a lack of competition in the internet music market necessarily increased the price of CD music). The Subscribers’ “linked market” theory rests on the Supreme Court’s decision in Blue Shield of Va. v. McCready, which the Subscribers submit requires a finding of antitrust injury here. However, McCready is distinguishable from the present case on several key grounds. Carol McCready was a Blue Shield subscriber who sought the professional services of a non-physician clinical psychologist for a mental and nervous disorder. See McCready, 457 U.S. at 468, 102 S.Ct. 2540. Purportedly due to an illegal conspiracy between psychiatrists and Blue Shield to exclude psychologists from the psychotherapy market, Blue Shield refused to cover her services. Id. McCready then sued Blue Shield and the Neuropsychiatric Society of Virginia under Section 1 of the Sherman Act. Id. at 469-70, 102 S.Ct. 2540. After outlining the defendants’ anti-competitive scheme to restrict competition in the psychotherapy market, the Supreme Court noted that the damages for which McCready sought recovery were “the consequence of Blue Shield’s attempt to pursue that scheme.” Id. at 483, 102 S.Ct. 2540. McCready claims that she has been the victim of a concerted refusal to pay on the part of Blue Shield, motivated by a desire to deprive psychologists of the patronage of Blue Shield subscribers. Denying reimbursement to subscribers for the cost of treatment was the very means by which it is alleged that Blue Shield sought to achieve its illegal ends [in the psychotherapy market]. The harm to McCready and her class ... was a necessary step in effecting the ends of the alleged illegal conspiracy. Where the injury alleged is so integral an aspect of the conspiracy alleged, there can be no question but that the loss was precisely “ ‘the type of loss that the claimed violations ... would be likely to cause.’ ” Id. at 479, 102 S.Ct. 2540 (quoting Brunswick Corp., 429 U.S. at 489, 97 S.Ct. 690) (internal quotation marks omitted). Because the “heart” of Blue Shield’s scheme was to exclude psychologists by offering its subscribers, i.e., the psychologists’ customers, the “Hobson’s choice” of either forfeiting reimbursement or electing to be treated by a psychiatrist, the “injury [McCready] suffered was inextricably intertwined with the injury the conspirators sought to inflict on psychologists and the psychotherapy market.” Id. at 483-84, 102 S.Ct. 2540. Moreover, “permitting [McCready] to proceed ... offerfed] not the slightest possibility of a duplicative exaction from petitioners,” as McCready had paid her psychologist’s bills, and thus her psychologist could “link no claim of injury to himself.” Id. at 475, 102 S.Ct. 2540. McCready therefore “created a limited exception to the rule that an antitrust claim must be asserted by a market participant; it applies when injuries are ‘inextricably intertwined’ with a market participant’s.” In re Digital Music Antitrust Litig., 812 F.Supp.2d at 402-03 (emphasis added). The same circumstances are not present here. First, McCready was a customer in the relevant market. Courts have recognized the ability of customers suffering injury as a result of unlawful restraints in the relevant market to sue. See Glen Holly, 352 F.3d at 372 (“Consumers in the market where trade is allegedly restrained are presumptively the proper plaintiffs to allege antitrust injury.”). Second, Plaintiffs’ analogy to McCready puts the cart before the horse on the facts of this case. Unlike Blue Shield’s refusal to reimburse in McCready, the payment of depressed UCRs to the Subscribers was not the mechanism through which the Insurer Conspirators sought to achieve their anticompetitive goals in the relevant market. To the contrary, by Plaintiffs’ own allegations the Data Market was manipulated as a necessary step in the conspiracy to under-reimburse subscribers in the ONS market. Therefore, unlike McCready, the injury to Plaintiffs here was not inextricably intertwined with the harm Defendants sought to inflict on the relevant market or competitors wit