## Facts

- Franklin Medical Center (FMC) operated an acute-care community hospital in Greenfield, Massachusetts; it was the only acute-care hospital in its county, though four other hospitals were within roughly a 30-mile radius.
- In 1990, FMC hired Dr. Nitin P. Parikh, a board-certified anesthesiologist, to direct the hospital’s anesthesia department.
- Parikh and FMC entered an exclusive anesthesia services contract giving Parikh the exclusive right to provide anesthesiology services at FMC and the right to appoint future anesthesiologists and nurse anesthetists (with limited “grandfathered” exceptions for existing providers).
- The contract provided for a five-year term with automatic renewal for successive five-year terms unless FMC terminated for specified reasons, including Parikh’s material breach.
- In 1994, anticipating increased demand, Parikh recruited Dr. Sudershan Singla. Parikh and Singla later formed a partnership to deliver anesthesia services at FMC.
- By early 1995, Parikh and Singla’s relationship deteriorated. Parikh sought to end the partnership and took the position that Singla should not continue practicing at FMC once the partnership ended.
- FMC disagreed with Parikh’s effort to exclude Singla and with Parikh’s staffing decisions. FMC also changed scheduling practices and indicated it would not renew Parikh’s exclusive arrangement when it reached the end of its stated term, without identifying a material breach.
- Parikh sued to enforce the exclusive contract and related rights. FMC and Singla counterclaimed, seeking a declaration that the exclusive-dealing arrangement violated § 1 of the Sherman Act and parallel Massachusetts antitrust law, asserting that Parikh’s control reduced the supply of anesthesia services at FMC.
- The case came before the U.S. District Court for the District of Massachusetts on cross-motions for partial summary judgment.

## Issues

1. Whether FMC and Singla were entitled to summary judgment declaring the exclusive anesthesia contract unlawful under Sherman Act § 1 (and state antitrust law), including whether the asserted geographic market and alleged output restriction could be resolved as a matter of law.
2. Whether Parikh was entitled to partial summary judgment enforcing key contract provisions (including exclusivity and renewal) or whether disputed facts about the parties’ conduct and the contract’s operation required trial.
3. Whether Parikh’s emotional-distress and related tort theories could survive summary judgment under Massachusetts law.

## Decision

- The court denied FMC and Singla’s motion for partial summary judgment on their antitrust theory, declining to declare the exclusive arrangement illegal as a matter of law on the summary-judgment record.
- The court treated the antitrust challenge under a rule-of-reason framework and concluded the record did not justify ending the case at summary judgment on the ground that the contract necessarily unreasonably restrained trade.
- The court denied substantial portions of Parikh’s contract-based summary-judgment requests, finding that the scope and effect of the parties’ actions (including staffing and scheduling disputes and the hospital’s response) could not be fully resolved as a matter of law on the existing record.
- The court granted summary judgment against Parikh on certain tort claims, including intentional infliction of emotional distress, concluding the complained-of conduct did not meet Massachusetts’ high threshold for that tort.

## Legal Principles

- Summary judgment is appropriate only when there is no genuine dispute of material fact and the moving party is entitled to judgment as a matter of law; the record is viewed in the nonmovant’s favor.
- Exclusive-service contracts in hospital departments are analyzed under the rule of reason in most circumstances; the claimant must show a properly defined relevant market and an unreasonable restraint on competition in that market.
- In a rule-of-reason case, the court examines market definition, market power, and competitive effects; a party seeking to invalidate an exclusive arrangement must come forward with evidence supporting those elements, not only disagreement with the contract’s business consequences.
- Under Massachusetts law, intentional infliction of emotional distress requires conduct that is extreme and outrageous and causes severe distress; ordinary business disputes, employment/credentialing friction, and hard bargaining typically do not satisfy that standard.

## Conclusion

In *Parikh v. Franklin Medical Center*, the district court’s partial summary-judgment order left core contract disputes for later resolution and refused to declare the hospital’s exclusive anesthesia arrangement unlawful under Sherman Act § 1 on the record presented, while narrowing the case by disposing of Parikh’s emotional-distress tort claim under Massachusetts’ demanding “extreme and outrageous” standard.


Parikh v. Franklin Medical Center, 940 F. Supp. 395 (1996)