Seropian, Diran M., M.D

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IN THE MATTER OF DIRAN M. SEROPIAN, M.D.

CONSENT ORDER, ETC., INREGARD TO ALLEGED VIOLATION OF SEC. 5 OF THE FEDERAL TRADE COMMISSION ACT Docket 9248. Complaint, June 12, 1991--Decision, Sept. 11, 1992 This consent order prohibits, among other things, a Florida physician from conspiring with the medical staff of Broward General Medical Center to prevent competition from physicians of the Cleveland Clinic Florida, a non-profit provider of health care services, or any other provider of health care services. , Appearances For the Commission: Mark J. Horoschak and Paul Nolan. For the respondent: Davis W. Duke, Jr. and J. Cameron Story, III, Gunster, Yoakley & Stewart, Ft. Lauderdale, FL. COMPLAINT Pursuant to the provisions of the Federal Trade Commission Act, and by virtue of the authority vested in it by said Act, the Federal Trade Commission, having reason to believe that Diran M. Seropian, M.D., hereinafter sometimes referred to as respondent or Dr.4 1 11 1 5 0 550 2160 1331 46 -1 5 1 11 1 5 1 550 2160 205 46 41.906124 Seropian,”5 1 11 1 5 2 779 2162 63 34 96.519775 has5 1 11 1 5 3 865 2160 157 36 96.443268 violated5 1 11 1 5 4 1045 2161 68 36 96.593346 ands 1 11 1 5 5 1135 2162 30 34 96.243721 is5 1 11 1 5 6 1189 2161 172 45 96.243721 violating5 1 11 1 5 7 1384 2161 144 36 96.041138 Sections 1 11 1 5 8 1551 2163 20 34 96.137245 55 1 11 1 5 9 1595 2161 42 36 96.772224 of5 1 11 1 5 10 1655 2162 58 35 96.584976 thes 1 11 1 5 11 1736 2162 145 35 96.578438 Federal4 1 11 1 6 0 548 2218 1335 47 -1 5 1 11 1 6 1 548 2219 114 35 96.535851 Trades 1 11 1 6 2 694 2218 247 36 95.965668 Commissions 1 11 1 6 3 973 2220 79 40 96.671379 Act,5 1 11 1 6 4 1086 2229 38 25 95.784035 as5 1 11 1 6 5 1156 2220 187 40 95.784035 amended,5 1 11 1 6 6 1376 2220 69 34 96.588112 ands 1 11 1 6 7 1476 2219 26 35 95.285095 it5 1 11 1 6 8 1532 2219 192 46 96.509560 appearing5 1 11 1 6 9 1756 2226 36 28 96.088257 to5 1 11 1 6 10 1824 2220 59 34 96.663712 thea 1 11 1 7 0 548 2277 1334 47 -1 5 1 11 1 7 1 548 2277 244 36 96.636757 Commissions 1 11 1 7 2 805 2278 71 35 96.594925 that5 1 11 1 7 3 889 2288 19 24 96.314133 a5 1 11 1 7 4 920 2277 213 46 96.314133 proceedings 1 11 1 7 5 1147 2278 45 45 96.493179 by5 1 11 1 7 6 1206 2277 25 36 96.687096 it5 1 11 1 7 7 1244 2277 35 36 96.674660 in5 1 11 1 7 8 1291 2284 136 40 96.332512 respects 1 11 1 7 9 1439 2277 138 36 96.878853 thereof5 1 11 1 7 10 1587 2278 119 35 96.387482 would5 1 11 1 7 11 1718 2278 45 35 96.914703 be5 1 11 1 7 12 1776 2278 35 35 96.789886 in5 1 11 1 7 13 1825 2278 57 36 96.768669 thea 1 11 1 8 0 547 2335 1335 46 -1 5 1 11 1 8 1 547 2335 119 46 96.700974 public5 1 11 1 8 2 681 2336 152 41 96.211105 interest,5 1 11 1 8 3 847 2336 129 45 96.608795 hereby5 1 11 1 8 4 991 2336 112 35 96.483559 issues5 1 11 1 8 5 1118 2336 67 35 96.483559 this5 1 11 1 8 6 1199 2337 192 44 96.609093 complaints 1 11 1 8 7 1405 2336 124 45 96.967171 stating5 1 11 1 8 8 1544 2336 42 35 96.967171 its5 1 11 1 8 9 1601 2336 145 45 96.994820 charges5 1 11 1 8 10 1762 2336 34 35 96.766022 in5 1 11 1 8 11 1811 2337 71 34 96.516586 that4 1 11 1 9 0 547 2394 366 46 -1 5 1 11 1 9 1 547 2401 139 39 96.733200 respects 1 11 1 9 2 702 2405 38 25 96.868057 as5 1 11 1 9 3 755 2394 158 36 96.649437 follows:2 1 12 0 0 0 547 2509 1338 279 -1 3 1 12 1 0 0 547 2509 1338 279 -1 4 1 12 1 1 0 622 2509 1260 47 -1 5 1 12 1 1 1 622 2511 299 34 96.390442 PARAGRAPHS 1 12 1 1 2 945 2512 27 33 92.920273 1.5 1 12 1 1 3 1024 2511 232 45 93.297104 Respondents 1 12 1 1 4 1274 2511 110 34 90.208450 Diran5 1 12 1 1 5 1403 2511 51 33 90.782257 M.5 1 12 1 1 6 1476 2509 183 46 90.782257 Seropian,5 1 12 1 1 7 1679 2510 113 40 88.859978 M.D.,5 1 12 1 1 8 1813 2509 29 36 96.839363 is5 1 12 1 1 9 1863 2520 19 24 96.839363 a4 1 12 1 2 0 548 2567 1334 47 -1 5 1 12 1 2 1 548 2569 125 45 96.484848 plastics 1 12 1 2 2 689 2579 152 34 96.484848 surgeons 1 12 1 2 3 856 2569 158 34 96.461258 licensed5 1 12 1 2 4 1029 2569 46 44 96.890038 by5 1 12 1 2 5 1090 2569 57 34 96.326775 thes 1 12 1 2 6 1162 2569 95 34 97.015472 States 1 12 1 2 7 1272 2568 42 34 97.018379 of5 1 12 1 2 8 1324 2567 139 35 96.220070 Florida5 1 12 1 2 9 1478 2568 68 34 96.986336 ands 1 12 1 2 10 1561 2567 173 45 96.528290 practices5 1 12 1 2 11 1750 2567 36 35 97.008247 in5 1 12 1 2 12 1801 2567 81 35 96.526764 Fort4 1 12 1 3 0 547 2626 1333 41 -1 5 1 12 1 3 1 547 2627 235 40 96.249580 Lauderdale,5 1 12 1 3 2 802 2626 151 35 95.688004 Florida.5 1 12 1 3 3 991 2626 64 35 95.920044 His5 1 12 1 3 4 1076 2626 113 35 96.281174 offices 1 12 1 3 5 1208 2626 144 35 95.955025 address5 1 12 1 3 6 1372 2626 29 35 95.652237 is5 1 12 1 3 7 1426 2626 91 34 93.209763 14145 1 12 1 3 8 1537 2626 76 34 91.481361 S.E.5 1 12 1 3 9 1635 2626 62 34 96.025368 3rd5 1 12 1 3 10 1717 2626 163 40 96.806404 Avenue,4 1 12 1 4 0 547 2683 1338 48 -1 5 1 12 1 4 1 547 2685 82 34 96.372162 Forts 1 12 1 4 2 649 2684 233 41 96.456963 Lauderdale,5 1 12 1 4 3 904 2684 65 35 96.698006 FL.5 1 12 1 4 4 1010 2684 60 35 93.126923 Dr.5 1 12 1 4 5 1094 2684 171 47 91.898674 Seropian5 1 12 1 4 6 1287 2684 29 35 96.832184 is5 1 12 1 4 7 1338 2683 161 47 96.839310 engaged5 1 12 1 4 8 1520 2684 35 35 96.534859 in5 1 12 1 4 9 1576 2684 58 35 96.840836 thes 1 12 1 4 10 1655 2683 165 36 96.231239 business5 1 12 1 4 11 1843 2683 42 36 96.944786 of4 1 12 1 5 0 547 2743 996 45 -1 5 1 12 1 5 1 547 2743 190 45 95.967392 providing5 1 12 1 5 2 752 2743 119 36 96.890137 health5 1 12 1 5 3 886 2754 80 25 96.840645 cares 1 12 1 5 4 982 2743 155 36 96.770020 services5 1 12 1 5 5 1153 2750 36 28 95.510941 to5 1 12 1 5 6 1204 2743 151 45 96.727631 patients5 1 12 1 5 7 1370 2743 57 35 96.884209 for5 1 12 1 5 8 1441 2753 19 25 96.776375 a5 1 12 1 5 9 1474 2743 69 35 96.458878 fee. Complaint 115 F.T.C.

PAR. 2. The Medical Staff of Broward General Medical Center ("the Medical Staff") is an unincorporated association, organized and existing under the laws of the State of Florida, with its mailing address at 1600 South Andrews Avenue, Fort Lauderdale, FL. The Medical Staff is composed of physicians and other health care practitioners who have privileges to attend patients at Broward General Medical Center ("Broward General" or thes 1 3 1 7 8 1779 988 214 46 96.152847 Hospital). Appointment to the Medical Staff is a prerequisite for physicians who seek to admit, diagnose, or treat patients at Broward General. Dr. Seropian has been the Chief of the Medical Staff at Broward General since 1986.

PAR. 3. The North Broward Hospital District ("NBHD") is a public hospital district chartered under Florida law to serve the northern two-thirds of Broward County, Florida. The NBHD is licensed by the State of Florida to operate 1567 general acute care beds. NBHD owns and operates four hospitals including Broward General, which is licensed to operate 744 general acute care beds. Broward General offers subspecialty services such as cardiac surgery, and is one of the few tertiary care hospitals in the Northern Broward County area.

PAR. 4. The Cleveland Clinic Florida ("CCF"), which is an affiliate of the Cleveland Clinic Foundation located in Cleveland, Ohio, provides comprehensive health care services to patients. CCF, which is located in Fort Lauderdale, operates a multispecialty group medical practice that provides consumers an alternative to traditional individual and single specialty group forms of practice. Under CCF's multispecialty group practice format, patients can obtain all necessary specialized medical care and ancillary services from CCF employees, including salaried physicians.

PAR. 5. The acts and practices of the respondent, including those herein alleged, are in or affect commerce within the meaning of Section 5 of the Federal] Trade Commission Act, as amended, 15 U.S.C. 45.

PAR. 6. As early as September 1985, the Medical Staff and respondent Dr. Seropian had formally resolved: (a) to demand that NBHD immediately5 1 3 5 3 3 1109 2683 105 26 96.871895 ceases 1 3 5 3 4 1243 2673 46 35 96.223251 all5 1 3 5 3 5 1317 2673 239 46 95.649628 negotiations5 1 3 5 3 6 1585 2674 85 35 96.463860 with5 1 3 5 3 7 1698 2674 58 35 96.960945 thes 1 3 5 3 8 1784 2674 199 35 96.867798 Cleveland4 1 3 5 4 0 649 2731 1334 44 -1 5 1 3 5 4 1 649 2732 151 41 95.317192 Clinic; and (b) that the Medical Staff had no5 1 3 5 4 10 1684 2732 234 35 84.650932 confidence in Broward General's administration or the NBHD Board because of DIRAN M. SEROPIAN, M.D. 893 891 Complaint their negotiations with the Clinic. The Medical Staff's resolutions were intended as, and were understood by hospital officials to be, threats that the Medical Staff's members would withhold patient admissions from Broward General if NBHD entered an affiliation with CCF.

PAR. 7. From January 1988 to October 1989, the Medical Staff and respondent Dr. Seropian engaged in, among other things, the following concerted acts and practices:

A. Soliciting physicians on the Medical Staff to join in a combination or conspiracy to threaten to withhold patient admissions from Broward General if the NBHD established a business relationship with CCF or supported CCF's application for a certificate of need to build its own hospital;

B. Threatening to boycott Broward General by representing to the NBHD that doctors would act jointly to withhold patient admissions from Broward General if the NBHD approved the hospital privilege applications of CCF physicians; C. Threatening Broward General that all Medical Staff officers would refuse to provide their services to the Hospital, and threatening to have the Medical Staff cease to perform its functions, if the NBHD took steps to provide CCF physicians with access to Broward General's facilities; and D. Refusing to process applications of CCF physicians for hospital privileges, and obstructing the NBHD's attempt to have an independent panel of Medical Staff physicians review the hospital privilege applications of CCF physicians. PAR. 8. The acts and practices described in paragraphs six and seven were undertaken as part of a combination or conspiracy by and among respondent Dr. Seropian, the Medical Staff and others to prevent, delay, and limit competition from CCF in Northern Broward County through the use of boycott threats and other coercive means. The combination was directed at restricting competition in Northern Broward County from (1) CCF, (2) CCF physicians, and (3) any joint venture or affiliation between CCF and Broward General. PAR. 9. The purpose, effects, tendency, or capacity of the respondent's conduct described in paragraphs six to eight are and Decision and Order 115 F.T.C.

have been to restrain trade unreasonably and hinder competition in the provision of health care services in the Northern Broward County area in the following ways, among others: A. Depriving consumers of the benefits of competition between CCF's integrated multispecialty group practice and independent fee-for-service practitioners;

B. Depriving consumers of the full array of services that CCF sought to offer consumers in Northern Broward County; C. Hindering CCF's ability to offer health care services to consumers by raising its costs and reducing its efficiency, and delaying or preventing CCF from offering specialty and subspecialty services; and D. Limiting competition among physicians in Northern Broward County.

PAR. 10. The combination, conspiracy, acts and practices described above constitute unfair methods of competition in violation of Section 5 of the Federal Trade Commission Act. Such combination, conspiracy, acts and practices, or the effects thereof, are continuing and will continue or recur in the absence of the relief herein requested.

DECISION AND ORDER The Commission having heretofore issued its complaint charging the respondent named in the caption hereof with a violation of Section 5 of the Federal Trade Commission Act, as amended, and the respondent having been furnished with a copy of that complaint, together with a notice of contemplated relief; and The respondent and counsel for the Commission having thereafter executed an agreement containing a consent order, an admission by the respondent of all the jurisdictional facts set forth in the complaint, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by respondent that the law has been violated as alleged in such complaint, and waivers and other provisions as required by the Commission's Rules; and DIRAN M. SEROPIAN, M.D. 895 891 Decision and Order The Secretary of the Commission having thereafter withdrawn this matter from adjudication in accordance with Section 3.25(c) of its Rules; and The Commission having considered the matter and having thereupon accepted the executed consent agreement and placed such agreement on the public record for a period of sixty (60) days, and having duly considered the comments filed thereafter by interested persons pursuant to Section 3.25 of its Rules, the Commission hereby makes the following jurisdictional findings and enters the following order:

1. Respondent is a licensed physician and doing business under and by virtue of the laws of the State of Florida, with his office and principal place of business located at the address listed in the complaint attached hereto.

2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondent, and the proceeding is in the public interest.

ORDER I.

For purposes of this order, the following definitions shall apply: A. Medical5 1 6 1 1 3 892 2082 106 46 91.226059 Staff’5 1 6 1 1 4 1014 2094 122 25 96.792747 means5 1 6 1 1 5 1151 2083 57 36 95.853951 thes 1 6 1 1 6 1222 2082 158 37 96.862160 Medical5 1 6 1 1 7 1395 2082 96 37 96.077896 Staffs 1 6 1 1 8 1501 2082 42 37 96.077896 of5 1 6 1 1 9 1553 2083 169 36 96.484795 Broward5 1 6 1 1 10 1736 2082 153 37 96.773781 General4 1 6 1 2 0 555 2141 1334 47 -1 5 1 6 1 2 1 555 2142 160 35 96.801743 Medical5 1 6 1 2 2 731 2142 141 41 96.364998 Center,5 1 6 1 2 3 889 2142 42 36 96.766624 its5 1 6 1 2 4 949 2152 217 31 96.999298 successors,5 1 6 1 2 5 1183 2142 151 46 96.544785 assigns,5 1 6 1 2 6 1351 2141 159 41 97.013252 officers,5 1 6 1 2 7 1526 2141 181 41 92.846161 directors,5 1 6 1 2 8 1724 2141 165 35 92.022041 commit-4 1 6 1 3 0 555 2201 879 46 -1 5 1 6 1 3 1 555 2207 86 34 96.861282 tees,5 1 6 1 3 2 658 2207 135 39 96.554016 agents,5 1 6 1 3 3 809 2201 219 46 96.729538 employees,5 1 6 1 3 4 1046 2201 68 35 96.333061 ands 1 6 1 3 5 1129 2201 305 45 96.511559 representatives.3 1 6 2 0 0 553 2258 1337 335 -1 4 1 6 2 1 0 628 2258 1261 46 -1 5 1 6 2 1 1 628 2259 41 35 92.901413 B.5 1 6 2 1 2 708 2259 169 35 91.868896 NBHD" means the North Broward Hospital District, a tax supported entity with its principal offices located at 1625 Southeast Third Avenue, Fort Lauderdale, FL., the hospitals that are owned by the North Broward Hospital District, and its subsidiaries, affiliates, successors, assigns, officers, administrators, directors, committees, agents, employees, and representatives.

C. Broward5 1 6 3 1 3 931 2607 175 35 93.884644 General means the Broward General Medical Center, one of the hospitals of the North Broward Hospital District, located at 1600 South Andrews Avenue, Fort Lauderdale, FL., its Decision and Order 115 F.T.C.

subsidiaries, affiliates, successors, assigns, officers, administrators, directors, committees, agents, employees, and representatives. D. CCF means Cleveland Clinic Florida, a nonprofit corporation organized under Florida law, located at 3000 West Cypress Creek Road, Ft. Lauderdale, FL., its parent foundation (Cleveland Clinic Foundation, which is located at 9500 Euclid Avenue, Cleveland, OH.), any entity located in Florida that is owned, controlled or under the management of Cleveland Clinic Florida or Cleveland Clinic Foundation, and its successors, assigns, officers, directors, committees, agents, employees, and representatives of Cleveland Clinic Florida or Cleveland Clinic Foundation. E. Corrective5 1 3 3 1 3 1050 1275 140 36 90.537964 action means action taken pursuant to and in conformance with the Medical Staff's bylaws against any person with hospital privileges at Broward General whose activities or professional conduct is reasonably believed to be detrimental to patient safety or the delivery of quality patient care. Il.

It is ordered, That respondent directly or indirectly, or through any device, in connection with activities in or affecting commerce, as commerce is defined in the Federal Trade Commission Act, shall forthwith cease and desist from entering into, attempting to enter into, organizing, continuing, or acting in furtherance of any agreement or combination, express or implied, between or among the Medical Staff or its members or with other physicians, providers of health care services, medical societies, hospitals, or medical staffs, for the purpose or with the effect of preventing or restricting the offering or delivery of health care services by the NBHD, Broward General, CCF, any CCF physician, or any other provider of health care services, including any agreement to:

A. Refuse to deal or threaten to refuse to deal with the NBHD, Broward General, CCF, any CCF physician, or any other provider of health care services, including, but not limited to, any agreement or combination to refuse or threaten to refuse to: DIRAN M. SEROPIAN, M.D. 897 891 Decision and Order 1. Participate in any Medical Staff or NBHD committee, admit any patient to any NBHD hospital, fulfill any Medical Staff obligation imposed or recognized under any provision of the Florida statutes, the Code of the NBHD, the By-Laws or Rules and Regulations of the Medical Staff, or fulfill any other function customarily performed by the Medical Staff, 2. Refer patients to, accept patient referrals from, provide back-up for, or consult in the treatment of any patient with, any CCF physician; or 3. Associate with NBHD or CCF as an employee or independent contractor, or otherwise deal with NBHD, CCF or any CCF physician.

B. Deny, impede, or refuse to consider any application for hospital privileges or for changes in hospital privileges by any person solely because of his or her affiliation with CCF. C. Deny or recommend to deny, limit, or otherwise restrict hospital privileges for any CCF physician without a reasonable basis for concluding that the denial, limitation, or restriction serves the interests of the hospital in providing for the efficient and competent delivery of health care services.

D. Discriminate, or threaten to discriminate, against any CCF physician with hospital privileges at Broward General with respect to the rights accorded to a member of the Medical Staff. E. Encourage, advise, pressure, induce, or attempt to induce any person to engage in any action prohibited by this order. I.

A. It is further ordered, That this order shall not be construed to prohibit the respondent from engaging, pursuant to the Medical Staff's by-laws, in credentialing, corrective action, utilization review, quality assurance, or peer review at Broward General, where such conduct neither constitutes nor is part of any agreement, combination or conspiracy the purpose, effect or likely effect of which is to impede competition unreasonably.

B. It is further ordered, That this order shall not be construed to prohibit respondent from entering into an agreement or combination Decision and Order 115 F.T.C.

with any other physician or health care practitioner with whom he practices in partnership or in a professional corporation, or who is employed by the same person, as respondent. C. It is further ordered, That this order shall not be construed to prohibit respondent from lawfully carrying on his private medical practice and providing patient care at Broward General or otherwise prohibit the respondent from unilaterally exercising his professional judgment in connection with the making or receiving of patient referrals to and from other physicians.

IV.

It is further ordered, That respondent shall: A. Within thirty (30) days after this order becomes final, mail a copy of this order to the Chairman of the Board of the NBHD and to each member of the Medical Council of the Medical Staff of Broward General Medical Center.

B. Within sixty (60) days after this order becomes final, and at any time the Commission, by written notice, may require, file with the Commission a report, in writing, setting forth in detail the manner and form in which respondent complied with this order and intends to comply with this order.

C. For a period of three (3) years after this order becomes final, respondent shall promptly notify the Commission: (1) of any change in his business address; and (2) whenever he enters into any new business, employment, or hospital affiliation that involves the provision of medical care. Each such notice shall include the respondent's new business address, hospital affiliation, a statement of the nature of the business or employment in which respondent is newly engaged, and a description of respondent's duties and responsibilities in connection with the business or employment. The expiration of the notice provision of this paragraph shall not affect any other obligation arising under this order.

JASON PHARMACEUTICAL, INC., ET AL. 899 899 Complaint