Judge Milan Smith, in an opinion issued late last week, rejected claims made by Aya Healthcare Services, a travel nurse agency, that AMN Healthcare, a competitor who subcontracts to Aya, unfairly restrained trade in violation of antitrust laws. The panel found that AMN’s provision prohibiting Aya from soliciting its employees was a reasonable, pro-competitive restraint.
The opinion explained that AMN subcontracts some of its assignments that it cannot fill to other agencies. Some of these so-called spillover assignments were subcontracted to Aya, the opinion explained. The contract governing the subcontracted work barred Aya from soliciting AMN employees. This agreement was in place for five years before Aya began soliciting AMN’s recruiters, the panel found, after which AMN barred Aya from further work.
Aya filed a complaint in the district court, the panel recounted, alleging antitrust and state law claims. After a series of amendments, the district court rejected tortious interference claims but allowed Aya’s arguments that it suffered “exclusionary” and “retaliatory” damages to proceed. The defendant won summary judgment, leading to the appeal.
The panel first rejected Aya’s argument that the non-solicitation agreement was a per se illegal horizontal restraint of trade. The court instead found that the restraint was ancillary, because “is reasonably necessary to the parties’ pro-competitive collaboration” and is thus subject to “rule of reason” fact-based inquiry.
Under that doctrine, the panel explained, Aya must prove that the non-solicitation provision “has a substantial anticompetitive effect that harms consumers in the relevant market.” According to the court, Aya failed to meet that burden, rejecting its argument that wages for travel nurses are higher in markets where AMN has a larger market share because it could not demonstrate that the wage increase was attributable to the non-solicitation.
Aya was represented by the Law Offices of William Markham, while AMN was represented by DLA Piper.
