UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 04-2177
THE IMAGING CENTER, INCORPORATED; F. DANIEL
JACKSON, M.D.; IMAGING ASSOCIATES OF
CUMBERLAND, INCORPORATED,
Plaintiffs - Appellants,
versus
WESTERN MARYLAND HEALTH SYSTEMS, INCORPORATED;
TRI-STATE RADIOLOGY, P.C.,
Defendants - Appellees,
and
MYUNG-SUP KIM, M.D.,
Defendant.
Appeal from the United States District Court for the District of
Maryland, at Baltimore. William M. Nickerson, Senior District
Judge. (CA-02-2902-WMN)
Argued: September 21, 2005 Decided: December 13, 2005
Before KING and GREGORY, Circuit Judges, and R. Bryan HARWELL,
United States District Judge for the District of South Carolina,
sitting by designation.
Affirmed by unpublished per curiam opinion.
ARGUED: Thomas Erik Gilbertsen, COLLIER, SHANNON & SCOTT, P.L.L.C.,
Washington, D.C., for Appellants. Lewis A. Noonberg, DLA PIPER
RUDNICK GRAY CARY US, L.L.P., Washington, D.C.; Edward John Steren,
OBER, KALER, GRIMES & SHRIVER, Washington, D.C., for Appellees. ON
BRIEF: Theresa A. Coetzee, COLLIER, SHANNON & SCOTT, P.L.L.C.,
Washington, D.C., for Appellants. Kathleen A. Ellis, Susan H.
Pope, DLA PIPER RUDNICK GRAY CARY US, L.L.P., Baltimore, Maryland,
for Appellee Western Maryland Health Systems, Incorporated; David
B. Hamilton, Sarah N. Otwell, OBER, KALER, GRIMES & SHRIVER,
Washington, D.C., for Appellee Tri-State Radiology, P.C.
Unpublished opinions are not binding precedent in this circuit.
See Local Rule 36(c).
2
PER CURIAM:
In this antitrust case, F. Daniel Jackson, M.D. and the
companies he controls, The Imaging Center, Inc. and Imaging
Associates of Cumberland, Inc. (collectively “The Imaging Center”),
appeal from the district court’s grant of summary judgment to
Defendants Western Maryland Health System, Inc. (“WMHS”) and Tri-
State Radiology, P.C. (“Tri-State”) on The Imaging Center’s Sherman
Act and Maryland state law claims. The Imaging Center alleges that
WMHS and Tri-State engaged in a group boycott and exclusive dealing
in violation of § 1 of the Sherman Act, thereby limiting
competition for radiology services. The Imaging Center also
maintains that Defendants engaged in monopolization and attempted
monopolization in the relevant market in violation of § 2 of the
Sherman Act. Finally, The Imaging Center alleges that Defendants
committed antitrust violations, misappropriated trade secrets,
maliciously interfered with The Imaging Center’s business
operations, and engaged in unfair competition in violation of
Maryland law. Because the district court correctly concluded that
The Imaging Center failed to raise a genuine issue as to any
material fact, and because Defendants are entitled to judgment as
a matter of law, we affirm its grant of summary judgment to
Defendants on all claims.
3
I.
Through the mid-1990s, two competing primary care hospitals,
The Memorial Hospital and Medical Center of Cumberland, Inc.
(“Memorial”) and Sacred Heart Hospital of the Sisters of Charity,
Inc. (“Sacred Heart”), serviced the Cumberland area. At that time,
Centre Radiology, P.A. had an exclusive contract to provide
radiology services at Memorial, and Summit Radiology had an
exclusive contract to provide radiology services at Sacred Heart.
Dr. Jackson practiced at Memorial as a member radiologist of Centre
Radiology from 1977 to 1990. In 1990, Dr. Jackson left Centre
Radiology to establish The Imaging Center, through which he
conducts his own radiology practice.
In 1996, consolidation changed the Cumberland-area health
services market. That year, Memorial and Sacred Heart affiliated
to form WMHS. WMHS also purchased a number of health care clinics
and physician practices in Western Maryland, such that in 2000,
WMHS accounted for 73.7% of all discharges in its primary market.
J.A. 1755. Also in 1996, Centre Radiology and Summit Radiology
affiliated to form Tri-State. Tri-State has had exclusive
contracts to provide radiology services to inpatients at WMHS
facilities since February 1998.
At present, there are three main facilities that provide
outpatient radiology services in the Cumberland area. In addition
to The Imaging Center, WMHS has a comprehensive outpatient
4
radiology center that it opened in the spring of 2003, and a
radiologist formerly affiliated with Tri-State opened Advanced
Diagnostic Radiology, LLC in the fall of 2003.
In the early 1990s, The Imaging Center received most of its
business from physician referrals. From 1990 through 1998, the
number of procedures performed at The Imaging Center rose steadily.
In 1999 and 2000, however, the number of procedures performed
dropped and has since failed to return to 1998 levels. A survey
conducted shortly thereafter revealed that most patients of The
Imaging Center were self-referred and that The Imaging Center had
“limited support from physicians.” J.A. 1461. The Imaging Center
contends that its radiology service was superior to Defendants’,
pointing to a 2001 WMHS survey of Cumberland physicians indicating
that WMHS’s “[k]ey competitor is Dr.Jackson [sic] focusing on
superior patient satisfaction.” Id. In addition, The Imaging
Center notes that WMHS documented complaints about its own
radiology service and equipment.
The Imaging Center therefore attributes the decline in
procedures it performed to an alleged group boycott, through which
Defendants coerced doctors to reduce their referrals to The Imaging
Center. The Imaging Center argues that the challenged activities
began years before WMHS had the market power to effect the alleged
anticompetitive harms in the late 1990s. Specifically, it points
to one doctor’s testimony that in the 1970s, there was an “unspoken
5
rule” that doctors would use the hospital’s facilities. J.A. 1099,
1104. Moreover, shortly after The Imaging Center opened in 1990,
Memorial adopted an “Action Plan” to improve its own radiology
services and began monitoring physician radiology referrals and
meeting with physicians about those referrals. Id. at 1167-68,
1170, 1180.
Meanwhile at Sacred Heart, Dr. George M. Pellegrino testified
that up until he left in 1996, hospital officials monitored his
referrals and pressured him to reduce referrals to The Imaging
Center. J.A. 945-46. Significantly, however, these discussions
did not cause Dr. Pellegrino to change his referral patterns, and
Sacred Heart took no action against him. Id. at 947.
As to more recent conditions, The Imaging Center points to the
testimony of Dr. Robustiano J. Barrera that “almost all physicians”
in the Cumberland area believed that “if you are associated with
Dr. Jackson you are against Memorial system [sic], which I did not
believe until I started experiencing it myself.” J.A. 461-63.
However, Dr. Barrera did not believe that WMHS punished him in any
way for sending referrals to The Imaging Center. Id. at 461.
In addition to the referral monitoring, The Imaging Center
argues that WMHS illegally interfered with a proposed sale of land
from Allegany College of Maryland to The Imaging Center. In 1999,
Dr. Jackson offered to purchase a 20-acre tract of land from
Allegany College, which he planned to use for an expanded radiology
6
facility and medical office complex. However, prior to a meeting
of the Allegany College trustees to vote on the sale, Allegany
College Trustee and WMHS Director Kim Leonard discovered that four
of the trustees had a conflict of interest. Leonard wrote to the
Board,
I was recently informed by the Western Maryland Health
System that it might not be in the best interests of the
System to have Dr. Jackson purchase the land and then to
build a health clinic that would compete against the
System. This information would ordinarily not be a
significant event in the sale of land; however, four of
us are members of the boards of the WMHS.
J.A. 1428. Leonard contacted the Maryland Ethics Commission and
confirmed that the four trustees had a definite conflict of
interest.
When the Allegany College trustees next met, the three
trustees without a conflict voted 2-1 to approve the sale.
However, due to concerns about the ability of a minority of
trustees to take a business action, they sought legal advice.
Counsel for the Maryland State Ethics Commission advised that a
quorum should have voted. The attorney counseled that after
declaring the conflict, the least conflicted trustee could vote to
achieve a quorum, and in the event of a tie, the next least
conflicted trustee should vote.1 The trustees followed the
1
The trustees memorialized their actions and sent them to the
Ethics Counsel for confirmation. The counsel’s response differed
slightly from what was indicated by the minutes, stating that he
could not define “quorum” without looking at their bylaws, but
acknowledging that he suggested the procedure of having the least-
7
suggested procedure, which initially resulted in a 2-2 tie, and
ultimately a 3-2 vote against the sale. The trustees voting
against the sale expressed a reluctance to sell unless the college
could purchase replacement property and indicated their concern
that Dr. Jackson had not stated definitively how the land would be
used and how that use would benefit the educational mission of the
college.
The Imaging Center filed suit against WMHS and Tri-State on
September 3, 2002 in the District of Maryland. It alleged a group
boycott and exclusive dealing in violation of § 1 of the Sherman
Act; monopolization and attempted monopolization in violation of §
2 of the Sherman Act; violations of the Maryland Antitrust Act; and
misappropriation of trade secrets, malicious interference with
business, and unfair competition under Maryland tort law. The
district court granted summary judgment for the defendants on all
claims on August 10, 2004. This appeal followed.
II.
This Court reviews a district court’s award of summary
judgment de novo, taking all the nonmovant’s evidence as true and
drawing all justifiable inferences in its favor. Cont’l Airlines,
Inc. v. United Airlines, Inc., 277 F.3d 499, 508 (4th Cir. 2002).
Summary judgment is appropriate “if the pleadings, depositions,
conflicted trustee vote. J.A. 1438.
8
answers to interrogatories, and admissions on file, together with
the affidavits, if any, show that there is no genuine issue as to
any material fact and that the moving party is entitled to a
judgment as a matter of law.” Fed. R. Civ. P. 56(c).
III.
The Imaging Center alleges that WMHS engaged in both a group
boycott and exclusive dealing in violation of § 1 of the Sherman
Act.2 Section 1 prohibits “[e]very contract, combination . . . or
conspiracy, in restraint of trade or commerce among the several
States . . . .” 15 U.S.C. § 1. This provision has been
interpreted to preclude only restraints that are “unreasonably
restrictive of competitive conditions.” Cont’l Airlines, 277 F.3d
at 508 (quoting Standard Oil Co. v. United States, 221 U.S. 1, 58
(1911)). Thus, to establish a violation of § 1 of the Sherman Act,
a plaintiff must prove two elements: (1) a contract, combination,
or conspiracy, (2) that imposed an unreasonable restraint of trade.
Dickson v. Microsoft Corp., 309 F.3d 193, 202 (4th Cir. 2002).
The first element requires a concerted action by two or more
persons. Laurel Sand & Gravel, Inc. v. CSX Transp., Inc., 924 F.2d
2
Defendants argue that The Imaging Center’s claims are barred
by the Sherman Act’s four-year statute of limitations. Because we
find that summary judgment was appropriate on the merits of The
Imaging Center’s claims, we will assume, arguendo, as the district
court did, that The Imaging Center’s claims are not time-barred,
given the alleged recent accrual of damages and the allegations of
a continuing violation.
9
539, 542 (4th Cir. 1991). This element is satisfied even where
“one or more of the co-conspirators acted unwillingly, reluctantly,
or only in response to coercion.” Dickson, 309 F.3d at 205
(quoting MCM Partners, Inc. v. Andrews-Bartlett & Assocs., 62 F.3d
967, 973 (7th Cir. 1995)). Trade-restraining concerted action may
be inferred from conduct. Laurel Sand & Gravel, 924 F.2d at 542.
However, when these actions could be consistent with either (1)
independent conduct or a legitimate business purpose or (2) an
illegal agreement, “proof must be offered that tends to exclude the
first interpretation” in order to avoid summary judgment. Id.
This is because “antitrust law limits the range of permissible
inferences from ambiguous evidence in a § 1 case.” Matsushita
Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 588 (1986).
The second element of any § 1 claim requires a showing that
the restraint on competition is unreasonable. Cont’l Airlines, 277
F.3d at 508. In order to evaluate this second element, courts use
one of three methods, depending on the restraint alleged: “(1) per
se analysis for obviously anticompetitive restraints, (2) quick-
look analysis, for those with some procompetitive justification,
and (3) the full ‘rule of reason,’ for restraints whose net impact
on competition is particularly difficult to determine.” Id. at
508-09.
10
A.
The Imaging Center first alleges that Defendants engaged in a
group boycott in which WMHS and Tri-State coerced doctors to stop
referring radiology patients to The Imaging Center. As the
district court determined, however, the evidence obtained through
discovery did not support The Imaging Center’s claim. Although
WMHS monitored the doctors’ radiology referrals and one doctor
stated that he felt pressure from WMHS predecessor Sacred Heart to
cease referrals to The Imaging Center, Plaintiffs failed to present
evidence of any doctor who changed his or her referral patterns or
suffered consequences for refusing to do so. The Imaging Center
has thus failed to show that the referral monitoring or the
“unspoken rule” they alleged to be illegal actually manifested into
a group boycott by the doctors.
Indeed, as the district court noted, the practice of referral
monitoring is fully consistent with a procompetitive effort to
improve WMHS radiology facilities and services. In addition, Dr.
Jackson and others testified that some doctors had expressed
disapproval of the way Dr. Jackson practiced, indicating that any
decline in referrals could be attributed to the doctors’
independent decisions. See J.A. 541-45, 618-19, 530-31, 919, 990,
1049. The conduct The Imaging Center suggests is illegal is thus
also consistent with both a legitimate purpose and independent
action by the alleged co-conspirators. It was therefore incumbent
11
on The Imaging Center to offer evidence excluding these
interpretations to support its allegations of an illegal agreement.
See Laurel Sand & Gravel, 924 F.2d at 542. The Imaging Center has
failed to do so.3 Accordingly, it has failed to support its
allegation of a group boycott.
Turning to the second prong of the § 1 analysis, The Imaging
Center argues that Defendants’ actions should be held to be a per
se unreasonable restraint of trade because group boycotts have been
classed as such by the courts. However, having failed to show a
group boycott, the district court correctly found that per se
analysis did not apply to Defendants’ referral monitoring
activities and used the rule of reason to evaluate them. See
Dickson, 309 F.3d at 205 (where anticompetitive effects are not
obvious, a full rule of reason analysis is appropriate). Under the
rule of reason, The Imaging Center was required to show harm to
3
Citing In re Flat Glass Antitrust Litg., 385 F.3d 350, 360
(3d Cir. 2004), The Imaging Center also argues that in absence of
evidence of collusion, it may prove concerted action and negate
inferences of independent conduct through certain “plus factors.”
However, the Flat Glass plus factors apply where “conscious
parallelism” is alleged. Conscious parallelism refers to the
situation of an oligopoly or concentrated market where firms
maintain supracompetitive price levels while aware of and because
of the similar action of the few other firms in their sector. Id.
at 359. Such is not the situation here.
We also decline to attach the significance The Imaging Center
does to Key Enters. of Delaware, Inc. v. Venice Hosp., 919 F.2d
1550 (11th Cir. 1990), vacated for reh’g en banc, 979 F.2d 806
(11th Cir. 1992), dismissed as moot, 9 F.3d 893 (11th Cir. 1993),
where the Eleventh Circuit upheld a jury finding of group boycott.
That case is of no precedential authority even in its own circuit.
12
competition: “the reasonableness of a restraint is evaluated based
on its impact on competition as a whole within the relevant
market.” Oksanen v. Page Memorial Hosp., 945 F.2d 696, 708 (4th
Cir. 1991) (en banc). This is because “[t]he antitrust laws were
enacted for the protection of competition, not competitors.”
Atlantic Richfield Co. v. USA Petroleum Co., 495 U.S. 328, 338
(1990) (internal quotation omitted) (emphasis in original).
The district court determined that The Imaging Center had
failed to demonstrate adverse effects on the Cumberland-area market
that would constitute an unreasonable restraint on trade. It
appropriately dismissed The Imaging Center’s claims that
Defendants’ actions reduced the output and quality of radiology
services as unsupported. Indeed, since the creation of WMHS and
Tri-State, the availability of radiology services has increased.
The Imaging Center remains as a provider, WMHS introduced a new
outpatient radiology clinic, and the Advanced Diagnostic Radiology
facility recently opened.4
Furthermore, there is no evidence that quality of services has
declined. Although the record contains some evidence of complaints
with Defendants’ radiology services, there is nothing to suggest
4
The Imaging Center points to a 1999 WMHS reference to “pent
up demand[ ]” for radiology services. J.A. 1347. Notwithstanding
the fact that this statement was merely an assumption of a WMHS
consultant evaluating the feasibility of a new imaging center, the
statement does not speak to a decline in the available quantity of
radiology services.
13
that this is attributable to Defendants’ actions or that complaints
have become more prevalent. For these reasons, The Imaging Center
has failed to provide evidence that an antitrust injury occurred.
Accordingly, the district court correctly concluded that summary
judgment was appropriate.
B.
The Imaging Center next alleges exclusive dealing as a result
of WMHS’s exclusive radiology contracts with Tri-State for
inpatient radiology services at WMHS. The inquiry into exclusive
dealing arrangements focuses on whether the arrangement forecloses
competition among producers or suppliers in a substantial share of
the affected market. See Tampa Elec. Co. v. Nashville Coal Co.,
365 U.S. 320, 327 (1961). That is, “the plaintiff must show that
‘the opportunities for other traders to enter into or remain in
that market [are] significantly limited’ by the exclusive-dealing
arrangement.” Chuck’s Feed & Seed Co., Inc. v. Ralston Purina Co.,
810 F.2d 1289, 1293 (4th Cir. 1987) (quoting Tampa Elec., 365 U.S.
at 328). Courts then evaluate exclusive contracts under the rule
of reason. Id. at 1294 (“[A]fter determining that market
foreclosure is substantial, the court should consider whether an
otherwise unacceptable level of market foreclosure is justified by
procompetitive efficiencies.”).
14
The exclusive contracts for inpatient radiology services at
WMHS account for 80% of all radiology services performed in the
greater Cumberland area. J.A. 356, 316. However, even assuming,
arguendo, that this represents a substantial foreclosure of the
relevant market, Defendants have offered evidence of the
procompetitive benefits justifying these contracts. They produced
testimony that exclusive contracts for inpatient radiology services
are the norm in the industry5 and that exclusive arrangements are
needed for “control of quality, control of cost, provision of
services, ensuring the availability of services 24/7, 365 days a
year, to ensure that the practitioners are highly qualified, and to
minimize the disruption of services that can exist when a number of
different providers are involved in that service.” J.A. 982-83.
The exclusive contract itself listed these and other benefits as
the reasons for entering the agreement. J.A. 1304-05.
The district court found that The Imaging Center had offered
no effective rebuttal to these procompetitive justifications. We
agree. As discussed above, The Imaging Center’s contentions of
reduced output and quality of radiology services are unsupported.
Also, prices did not increase during the relevant period and the
concern that new competitors would not be able to enter the market
5
Indeed, for years before Memorial and Sacred Heart affiliated
into WMHS, both hospitals employed exclusive contracts for the
supply of radiology services, including the one under which Dr.
Jackson had practiced at Memorial.
15
went unrealized. That some WMHS officials indicated a desire to
ensure that outsiders, particularly Dr. Jackson, remain excluded,
does not show an unreasonable harm to competition. The purpose of
such contracts is to exclude outside providers, and yet such
exclusion does not automatically violate the antitrust laws. Nor
does the existence of internal strife at Tri-State as a result of
the radiology firms’ merger contradict the legitimate
justifications offered.
Therefore, The Imaging Center has failed to raise a genuine
issue of material fact to counter Defendants’ legitimate business
justifications. Accordingly, we agree with the district court that
summary judgment was appropriate on The Imaging Center’s exclusive
dealing claim.
IV.
Under § 2 of the Sherman Act, The Imaging Center alleges both
monopolization and attempted monopolization. Monopolization
requires, “(1) the possession of monopoly power in the relevant
market and (2) the willful acquisition or maintenance of that power
as distinguished from growth or development as a consequence of
superior product, business acumen, or historic accident.” Oksanen,
945 F.2d at 710 (citing Aspen Skiing Co. v. Aspen Highlands Skiing
Corp., 472 U.S. 585, 596 n.19 (1985). Attempted monopolization
requires “(1) a specific intent to monopolize the relevant market;
16
(2) predatory or anticompetitive acts in furtherance of the intent;
and (3) a dangerous probability of success.” M & M Med. Supplies
& Serv., Inc. v. Pleasant Valley Hosp., Inc., 981 F.2d 160, 166
(4th Cir. 1992).
The Imaging Center contends that the district court improperly
refused to consider whether the conduct that the court found did
not violate § 1 of the Sherman Act nevertheless violated § 2. We
disagree. Attempted monopolization explicitly requires predatory
or anticompetitive conduct, and monopolization has been interpreted
to require the same. White v. Rockingham Radiologists, Ltd., 820
F.2d 98, 105 (4th Cir. 1987) (for monopolization, a plaintiff “must
show that a jury could find no valid business reason or concern for
efficiency” in the conduct); accord Oksanen, 945 F.2d at 710. In
addressing The Imaging Center’s § 1 claims, the district court had
already determined that the conduct alleged to violate § 2 was not
anticompetitive and had “valid business and patient care reasons.”
See Oksanen, 945 F.2d at 710. The district court, therefore,
appropriately declined to re-engage in this inquiry under § 2.6
6
Courts generally consider conduct not deemed anticompetitive
under § 1 similarly unactionable under § 2. See R.J. Reynolds
Tobacco v. Philip Morris, Inc., 199 F. Supp. 2d 362, 395 n.24,
aff’d without published op., 67 Fed. Appx. 810 (4th Cir. 2003);
Retina Assocs., P.A. v. S. Baptist Hosp., 105 F.3d 1376, 1384 (11th
Cir. 1997) (per curium) (“While participating in an unlawful
horizontal group boycott may be sufficient to establish a Section
2 claim, here such a finding is precluded by the Court’s grant of
summary judgment against Plaintiff on Count I. As such, there is
no genuine issue of material fact as to the existence of predatory
conduct.”); Williams v. I.B. Fischer Nevada, 999 F.2d 445, 448 (9th
17
To the extent that the circumstances surrounding the Allegany
land sale were not considered with regard to allegations of a group
boycott or exclusive dealing, these actions, too, do not support §
2 liability. The Imaging Center contends that WMHS deliberately
interfered with its proposed expansion by influencing the trustees’
vote. Instead, the record shows that the trustees, when presented
with the difficult situation in which a majority had a conflict of
interest, sought and followed outside advice on how to act
ethically and within their powers as trustees. Other than alerting
Trustee Leonard to the conflict of interest, The Imaging Center has
failed to show that WMHS had anything to do with the vote or that
the voting conflicted trustees violated their fiduciary duties to
Allegany College.
Accordingly, we find that the district court correctly granted
summary judgment on The Imaging Center’s monopolization and
attempted monopolization claims.
Cir. 1993) (“[A] § 1 claim insufficient to withstand summary
judgment cannot be used as the sole basis for a § 2 claim.”)
(internal quotation omitted).
The Imaging Center argues that a recent D.C. Circuit decision
supports its claim that conduct deemed legitimate under § 1 can
still support liability under § 2. See United States v. Microsoft
Corp., 253 F.3d 34, 70 (D.C. Cir. 2001)). The Microsoft court,
however, dealt with a scenario where the exclusive contracts did
not foreclose a sufficient portion of the market to violate § 1,
but had no procompetitive justification, making them actionable
under § 2. Id. at 71. Although exclusive dealing is alleged here,
a procompetitive justification has also been shown, as discussed
above. The conduct alleged for the § 1 claims, therefore, is of no
avail to The Imaging Center’s monopolization and attempted
monopolization claims.
18
V.
The Imaging Center also alleges various Maryland state law
causes of action. To the extent that The Imaging Center appeals
summary judgment under the Maryland antitrust statutes, we agree
with the district court that these claims fail for the same reasons
that the analogous federal claims fail. See Montgomery County
Ass’n of Realtors, Inc. v. Realty Photo Master Corp., 878 F. Supp.
804, 818 (D. Md. 1995), aff’d without published op., No. 95-2488,
1996 WL 412584 (4th Cir. July, 24, 1996). Likewise, by The Imaging
Center’s failure to argue its misappropriation of trade secrets
claim before this Court or the district court, we agree that
summary judgment was appropriate. The Imaging Center’s remaining
claims are for malicious interference with business relations and
unfair competition.
A.
Malicious interference with business relations requires, “(1)
intentional and wilful acts; (2) calculated to cause damage to the
plaintiffs in their lawful business; (3) done with the unlawful
purpose to cause such damage and loss, without right or justifiable
cause on the part of the defendants (which constitutes malice); and
(4) actual damage and loss resulting.” Natural Design, Inc. v.
Rouse Co., 485 A.2d 663, 675 (Md. 1984) (internal quotation
omitted).
19
The Imaging Center argues that Defendants achieved their
desire to “[p]re-empt” The Imaging Center’s “major competitive
initiative” by interfering with the Allegany College land sale.
See J.A. 1370-71. As the district court noted and as discussed
above, The Imaging Center has failed to present evidence that WMHS
used improper means to interfere with the trustees’ decision. Nor
does Zachair, Ltd. v. Driggs, 762 A.2d 991 (Md. Ct. Spec. App.
2000), support The Imaging Center’s claim. In Zachair, a company
that had nothing to gain by interfering with the plaintiff’s
permitting process did so while under the defendant’s control. 762
A.2d at 1010-11. Here, however, the trustees articulated two
legitimate motives for opposing the sale and followed independent
advice about how to proceed. Defendants are therefore entitled to
summary judgment.
B.
The Imaging Center last alleged that Defendants’ actions
violated Maryland’s unfair competition law. Maryland defines
unfair competition as “damaging or jeopardizing another’s business
by fraud, deceit, trickery or unfair methods.” Cavalier Mobile
Homes, Inc. v. Liberty Homes, Inc., 454 A.2d 367, 374 (Md. Ct.
Spec. App. 1983) (internal quotation omitted). The Imaging Center
argues that conduct need not be unlawful to be unfair. See Trimed,
Inc. v. Sherwood Med. Co., 977 F.2d 885, 891 (4th Cir. 1992).
20
However, it has failed to show how the conduct discussed above was
unfair, even if it was not unlawful. We agree with the district
court that there is no support in the record for “fraud, deceit,
trickery or unfair methods,” and grant summary judgment on this
claim as well.
VI.
Because we find, for the foregoing reasons, that the district
court correctly determined that The Imaging Center failed to raise
a genuine issue of material fact with regard to its claims, the
district court’s grant of summary judgment to Defendants on all
counts is hereby affirmed.
AFFIRMED
21