No. 21-1115 ROBERTO VÁZQUEZ-RAMOS; IRMA VÁZQUEZ-RAMOS; CONJUGAL PARTNERSHIP VÁZQUEZ-RAMOS; JAVIER E. COLÓN-IRIZARRY; ADVANCED UROLOGY GROUP, LLC; LUIS M. MUÑIZ-COLÓN; WEST UROLOGY GROUP PSC; JUAN M. COLÓN- RIVERA; CARIBBEAN UROCENTRE, CSP,

Plaintiffs, Appellants,

v.

TRIPLE-S SALUD, INC.; HÉCTOR M. RODRÍGUEZ-BLÁZQUEZ; UROLOGICS, LLC; MSO OF PUERTO RICO, LLC; UROLOGIST, LLC,

Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO

[Hon. Silvia Carreńo-Coll, U.S. District Judge]

Before

Lynch and Kayatta, Circuit Judges, and Woodlock,* District Judge.

Jorge Martínez-Luciano, with whom Emil Rodríquez-Escudero and M.L. & R.E. Law Firm were on brief, for appellants. César T. Alcover, with whom Carla S. Loubriel Carríon and Casellas Alcover & Burgos, PSC were on brief, for appellees Urologics, LLC; Urologist, LLC; and Héctor Rodríguez-Blázquez. Luis R. Roman-Negron, for appellee Triple-S Salud, Inc. Iván J. Lladó, with whom Ramón E. Dapena and Morell Cartagena & Dapena were on brief, for appellee MSO of Puerto Rico, LLC.

* Of the District of Massachusetts, sitting by designation. December 8, 2022 KAYATTA, Circuit Judge. This appeal arises from the dismissal under Federal Rule of Civil Procedure 12(b)(6) of an attempted antitrust challenge to what look to be standard exclusive dealing arrangements incident to the maintenance of closed health care networks. Such challenges rarely succeed, largely because such arrangements rarely pose significant harm to competition and are often pro-competitive. See, e.g., Stop & Shop Supermarket Co. v. Blue Cross & Blue Shield of R.I., 373 F.3d 57, 62, 65-66 (1st Cir. 2004); U.S. Healthcare, Inc. v. Healthsource, Inc., 986 F.2d 589, 595 (1st Cir. 1993); Cap. Imaging Assocs., P.C. v. Mohawk Valley Med. Assocs., Inc., 996 F.2d 537, 545-47 (2d Cir. 1993); B&H Med., L.L.C. v. ABP Admin., Inc., No. 02-73615, 2004 WL 7347089, at *14 (E.D. Mich. Oct. 29, 2004), aff'd, 526 F.3d 257 (6th Cir. 2008). That being said, the issue now is not whether the difficulty of prevailing on such claims is daunting. Rather, the only issue is whether the amended complaint does enough to "state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). For the following reasons, we find that, in part, it does.

- 3 - I.

We begin by summarizing the relevant aspects of the two public health insurance programs at issue before turning to plaintiffs' claims and the proceedings below. In so doing, we "accept[] all well-pleaded allegations of plaintiffs as true and afford[] all inferences in the plaintiffs' favor." Arroyo-Melecio v. Puerto Rican Am. Ins. Co., 398 F.3d 56, 65 (1st Cir. 2005).

A.

Prior to 1993, healthcare for medically indigent populations in Puerto Rico was largely provided through publicly owned facilities operated by local governments. In 1993, the Commonwealth sought to improve the provision of public healthcare on the island by passing Act 72, see P.R. Laws Ann. tit. 24, § 7001 et seq. (1993), which privatized most healthcare facilities and created a new government-run healthcare plan (branded as Mi Salud at the time of the relevant events). See id. § 7025. Mi Salud operated as a public health insurance system funded mostly through Medicaid grants and funds collected from the Commonwealth and municipal governments. Act 72 also created the Puerto Rico Health Insurance Administration ("ASES," by its Spanish acronym), see id. § 7001, and delegated t