Lower Out-of-Network Reimbursement and “Repricing” Vendor Arrangements Do Not Plead Antitrust Injury Absent Exclusion or a Plausible Horizontal Agreement

1. Introduction

In Long Island Anesthesiologists PLLC v. UnitedHealthcare Insurance Company of New York Inc., AS PROGRAM ADMINISTRATOR FOR THE EMPIRE PLAN MEDICAL/SURGICAL PROGRAM, MULTIPLAN, INC., the U.S. Court of Appeals for the Second Circuit (by summary order, expressly nonprecedential) affirmed dismissal of antitrust and related state-law claims brought by an out-of-network anesthesiology practice (Long Island Anesthesiologists PLLC, “LIA”) against UnitedHealthcare Insurance Company of New York Inc. (“UnitedHealthcare”) and MultiPlan, Inc. (“MultiPlan”).

The dispute arose after the Empire Plan—a large plan covering approximately 1.2 million New York state and local employees, retirees, and dependents—shifted its treatment of out-of-network reimbursement from New York’s Surprise Bill Law framework (requiring a “reasonable amount”) to the federal No Surprises Act framework. LIA alleged that, beginning January 2022, its reimbursements fell by roughly 80%, jeopardizing provider viability and reducing output/quality of anesthesia services.

The central appellate issue was not whether the reimbursement reduction was severe, but whether LIA plausibly alleged antitrust standing—in particular, an antitrust injury—for claims under the Sherman Act (15 U.S.C. §§ 1–2) and the New York Donnelly Act.

2. Summary of the Opinion

The Second Circuit affirmed the Rule 12(b)(6) dismissal, holding that LIA failed to plausibly plead antitrust injury, and therefore lacked antitrust standing. The court agreed with the district court that alleged harms from substantially reduced out-of-network reimbursement—even if economically damaging—were not, as pleaded, the kind of injuries the antitrust laws are designed to prevent.

The court further rejected LIA’s attempt to convert its allegations into antitrust injury by asserting “something more”: (i) a purported campaign of burdensome communications and tight deadlines, and (ii) a “horizontal conspiracy” involving MultiPlan. The court characterized the alleged UnitedHealthcare–MultiPlan arrangement as vertical (customer–vendor), not a plausible horizontal (competitor–competitor) price-fixing agreement.

Finally, the court held the district court did not abuse its discretion in denying leave to amend again, because LIA did not meaningfully explain how it would cure the antitrust-injury defect.

3. Analysis

3.1 Precedents Cited

Pleading Standards and Appellate Review

  • Fink v. Time Warner Cable, 714 F.3d 739 (2d Cir. 2013): supplied the de novo standard on review of a motion-to-dismiss, crediting well-pleaded facts and reasonable inferences. The panel used this lens but emphasized that even crediting LIA’s allegations, the injury alleged was not antitrust injury.
  • Kirschner v. JP Morgan Chase Bank, N.A., 79 F.4th 290 (2d Cir. 2023): reinforced that conclusory allegations do not receive the presumption of truth and plausibility is required. This was central to rejecting LIA’s OptumCare-related theory (raised as a competitive foreclosure narrative) as too conclusory and speculative.

Antitrust Standing and Antitrust Injury

  • Laydon v. Coöperatieve Rabobank U.A., 55 F.4th 86 (2d Cir. 2022): provided the Second Circuit’s two-part antitrust standing requirement—(1) antitrust injury and (2) efficient enforcer. The court stopped at step one (no antitrust injury).
  • DirecTV, LLC v. Nexstar Media Grp., Inc., 162 F.4th 295 (2d Cir. 2025): gave the panel its operative three-step antitrust-injury framework (identify the practice and why it may be anticompetitive; identify plaintiff’s injury; compare whether the injury flows from the anticompetitive aspect). The panel applied this structure to conclude LIA’s injury flowed from price bargaining/statutory reimbursement mechanics, not from anticompetitive conduct as pleaded.
  • Port Dock & Stone Corp. v. Oldcastle Northeast, Inc., 507 F.3d 117 (2d Cir. 2007): emphasized that antitrust injury must be attributable to the anticompetitive aspect of the challenged practice, and that antitrust laws do not protect competitors from competition. This principle underwrote the court’s conclusion that lower reimbursement rates—even sharply lower—do not automatically equal anticompetitive harm.
  • In re Adderall XR Antitrust Litig., 754 F.3d 128 (2d Cir. 2014): supplied the court’s phrasing that anticompetitive conduct is conduct “without a legitimate business purpose that makes sense only because it eliminates competition.” The panel used this to categorize the alleged rate-cutting and negotiation pressure as consistent with legitimate bargaining behavior rather than conduct intelligible only as a competition-eliminating scheme.

Monopsony and Aggressive Buyer Bargaining

  • Weyerhauser Co. v. Ross-Simmons Hardwood Lumber Co., Inc., 549 U.S. 312 (2007): framed monopsony as the buy-side analogue to monopoly. The panel invoked this to situate the case in a buyer-power context and to signal that buyer bargaining power is not per se unlawful.
  • West Penn Allegheny Health Sys., Inc. v. UPMC, 627 F.3d 85 (3d Cir. 2010): quoted for the proposition that a buyer with substantial buy-side power is generally free to bargain aggressively. The Second Circuit used this to characterize the alleged communications pressure and reduced rates as aggressive negotiation rather than inherently anticompetitive exclusion.
  • Kartell v. Blue Shield of Mass., Inc., 749 F.2d 922 (1st Cir. 1984): quoted for the proposition that a legitimate buyer may use market power to keep prices down, and that seeking “the best deal” is typical rational conduct. This directly supported the holding that depressed reimbursement rates, without more, are not antitrust injury.

Horizontal vs. Vertical Conspiracies

  • United States v. Aiyer, 33 F.4th 97 (2d Cir. 2022): provided the definitional distinction between horizontal conspiracies (competitors at the same market level) and vertical conspiracies (actors at different levels). The panel used this distinction to evaluate whether the alleged UnitedHealthcare–MultiPlan relationship could plausibly be horizontal.
  • Bus. Elecs. Corp. v. Sharp Elecs. Corp., 485 U.S. 717 (1988): quoted for the proposition that a restraint is horizontal because it is the product of a horizontal agreement, not merely because it has horizontal effects. This was pivotal: LIA alleged industry-wide (“horizontal”) effects from MultiPlan’s repricing tools, but the court required plausible facts of a horizontal agreement—absent here.

Speculative or Attenuated Theories of Causation

  • Reading Indus., Inc. v. Kennecott Cooper Corp., 631 F.2d 10 (2d Cir. 1980): cited to reject conjectural and attenuated causal chains that would require courts to reconstruct complex “permutations” of price-change effects. This bolstered dismissal of the OptumCare theory as too speculative.

Leave to Amend

  • Noto v. 22nd Century Grp., Inc., 35 F.4th 95 (2d Cir. 2022): cited for the principle that leave to amend may be denied where the request gives no clue how defects would be cured. The panel affirmed denial of a second amendment because LIA did not articulate a concrete cure for the antitrust injury deficiency.

Distinguishing Authorities Invoked by LIA

  • Angelico v. Lehigh Valley Hosp., Inc., 184 F.3d 268 (3d Cir. 1999); Reddy v. Puma, No. 06-CV-1283-ENV-KAM, 2006 WL 2711535 (S.D.N.Y. Sept. 21, 2006); N.Y. Medscan LLC v. N.Y. Univ. Sch. of Med., 430 F. Supp. 2d 140 (S.D.N.Y. 2006): LIA cited these as supporting antitrust injury on similar allegations, but the Second Circuit credited defendants’ rejoinder that they are distinguishable—particularly because they involved exclusionary conduct or market exclusion by competitors, which LIA did not plausibly allege here.

3.2 Legal Reasoning

  1. Antitrust standing is a threshold gatekeeper. Applying Laydon v. Coöperatieve Rabobank U.A., the court required LIA to plead antitrust injury before anything else. Because antitrust injury was missing, the court did not reach other potential dismissal grounds (market definition, Sherman Act elements, Donnelly Act specifics, etc.).
  2. Lower reimbursement, standing alone, is not the “anticompetitive aspect.” Using the DirecTV, LLC v. Nexstar Media Grp., Inc. framework, the court treated the complained-of practice as the reduction of out-of-network reimbursement and the allegedly aggressive claims administration/communication. The “actual injury” was LIA’s reduced revenue and alleged downstream pressure on service availability. The decisive comparison step failed: the injury did not flow from a plausible anticompetitive feature, but from aggressive price bargaining and the statutory/regulatory reimbursement regime.
  3. Monopsony allegations require more than “buyer paid less.” The court acknowledged the monopsony framing (via Weyerhauser Co. v. Ross-Simmons Hardwood Lumber Co., Inc.) but leaned on West Penn Allegheny Health Sys., Inc. v. UPMC and Kartell v. Blue Shield of Mass., Inc. to underscore that powerful buyers generally may negotiate hard and reduce input prices, absent unlawful exclusion or collusion. In short: a provider’s economic pain from lower rates is not, by itself, an antitrust harm.
  4. “Something more” must be something antitrust recognizes—exclusion or a plausible unlawful agreement. LIA tried to supply “something more” through (a) high-volume correspondence with short deadlines and (b) an alleged “horizontal conspiracy.” The court characterized (a) as aggressive negotiation consistent with rational market behavior, not a competition-eliminating tactic that “makes sense only because it eliminates competition” (language drawn from In re Adderall XR Antitrust Litig.).
  5. Horizontal effects are not enough; plead a horizontal agreement. On (b), the court held that even if MultiPlan and UnitedHealthcare each operated PPO networks somewhere in the “healthcare ecosystem,” the relationship pleaded here was that UnitedHealthcare was a MultiPlan customer purchasing repricing/analytics services. That is vertical in structure. Under Bus. Elecs. Corp. v. Sharp Elecs. Corp., the court insisted that “horizontal” classification depends on the nature of the agreement, not the breadth of its effects. Absent well-pleaded facts of competitor-to-competitor coordination, LIA’s “horizontal conspiracy” remained implausible.
  6. Speculation about OptumCare could not supply antitrust injury. LIA argued UnitedHealthcare sought to drive out anesthesia providers to benefit OptumCare. The court rejected this as (i) conclusory under Kirschner v. JP Morgan Chase Bank, N.A. and (ii) too attenuated under Reading Indus., Inc. v. Kennecott Cooper Corp..
  7. No further amendment without a concrete cure. Invoking Noto v. 22nd Century Grp., Inc., the court upheld denial of a second amendment because LIA offered no meaningful proposal for fixing the core defect—pleading a cognizable antitrust injury.

3.3 Impact

Although designated nonprecedential, the order is likely to be cited for its persuasive synthesis of Second Circuit antitrust-injury doctrine in the healthcare reimbursement context, particularly where providers challenge reduced out-of-network payments after statutory or administrative shifts.

  • Provider reimbursement disputes face a “recharacterization” barrier. Plaintiffs cannot convert payment reductions into antitrust claims without plausible allegations of exclusionary conduct or unlawful agreement. Courts may treat many reimbursement controversies as regulatory/contractual disputes rather than competition harms.
  • Monopsony theory requires specific competitive harm allegations. The decision signals skepticism toward monopsony claims framed primarily as “powerful buyer paid less,” especially where conduct resembles routine bargaining. Future complaints will need stronger factual allegations tying reduced payments to anticompetitive mechanisms (e.g., collusive wage/input suppression, exclusionary contracting, foreclosure, or deception that impairs rivals’ ability to compete) rather than the mere exercise of bargaining leverage.
  • Horizontal-conspiracy pleading must match the market level of the agreement. The opinion highlights a recurring healthcare-antitrust issue: repricing vendors, clearinghouses, PBMs, or network administrators may create system-wide effects, but plaintiffs must plead facts showing a horizontal agreement among competitors—not just a vendor relationship with broad industry impact.
  • Regulatory backdrop matters to the “legitimate business purpose” inquiry. By emphasizing the interplay between federal and state surprise-billing regimes, the court treated the rate change as plausibly consistent with compliance choices and business practices in insurance—making it harder to infer anticompetitive intent from the rate outcome alone.

4. Complex Concepts Simplified

Antitrust standing
A threshold requirement to sue under antitrust laws. Even if a plaintiff was harmed, it must show the harm is the kind antitrust law addresses (antitrust injury) and that the plaintiff is a suitable party to enforce the law (efficient enforcer).
Antitrust injury
Not just “I lost money.” It must be an injury caused by a reduction in competition (or the anticompetitive feature of the conduct), not merely harm from hard bargaining, contractual disadvantages, or regulatory change.
Monopsony
A market with a dominant buyer (the buy-side analogue to a monopoly). A powerful buyer can sometimes violate antitrust laws, but buyer power alone—especially used to negotiate lower prices—is not automatically unlawful.
Horizontal vs. vertical agreements
Horizontal agreements are between competitors at the same market level (e.g., insurer-to-insurer). Vertical agreements are between firms at different levels (e.g., insurer-to-vendor). Antitrust law treats horizontal price-fixing as especially suspect; calling something “horizontal” requires plausible facts of competitor-to-competitor agreement, not merely broad market effects.
“Horizontal effects” vs. “horizontal agreement”
Conduct can affect many competitors indirectly (horizontal effects), but it is not treated as horizontal collusion unless the agreement itself is between competitors.

5. Conclusion

The Second Circuit’s disposition in Long Island Anesthesiologists v. UnitedHealthcare reinforces a stringent boundary between (i) reimbursement and bargaining disputes in healthcare and (ii) actionable antitrust harms. Severe payment reductions and burdensome negotiation tactics may be economically consequential, but they do not constitute antitrust injury without plausible allegations that the injury flows from a competition-reducing mechanism—such as exclusion, foreclosure, or a properly pleaded horizontal agreement. The order also underscores that industry-wide outcomes attributed to a vendor’s tools do not, without more, transform a vertical customer–vendor relationship into a horizontal conspiracy.