HANNA

NOT FOR PUBLICATION

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

HANI HANNA, M.D., No. 24-cv-10736

Plaintiff,

v.

OPINION & ORDER

HACKENSACK MERIDIAN HEALTH, et al.,

Defendants.

CECCHI, District Judge.

Before the Court is defendant New Jersey Healthcare Specialists P.C.’s (“NJHS”) motion

to dismiss plaintiff Hani Hanna’s (“Plaintiff”) second amended complaint (“SAC”). ECF No. 52;

see ECF No. 52-1 (“Moving Br.”); ECF No. 43 (“SAC”). Plaintiff opposed the motion, see ECF

No. 56 (“Opp’n Br”), and NJHS replied, see ECF No. 67. The Court decides the motion without

oral argument. Fed. R. Civ. P. 78(b); L. Civ. R. 78.1(b). For the reasons stated below, the Court

will grant NJHS’s motion to dismiss.

I. BACKGROUND1

Plaintiff is an anesthesiologist. SAC ¶ 5. Until May 2022, Plaintiff provided anesthesia

services for defendant Hackensack Meridian Health (“HMH”), including at HMH’s Hackensack

University Medical Center (“HUMC”) in northern New Jersey. Id. ¶¶ 5–11. However, Plaintiff

was not employed directly by HMH; instead, he was employed by defendant NJHS, “an

organization which employs various specialized doctors, such as anesthesiologists, . . . and

contracts them to work at hospitals” like HUMC. Id. ¶ 7; see also ECF No. 43-1, Ex. C.

1 For purposes of the motion to dismiss, the Court accepts the SAC’s well-pled factual allegations

as true, construes them in the light most favorable to Plaintiff, and draws all reasonable inferences

in Plaintiff’s favor. See Lutz v. Portfolio Recovery Assocs., LLC, 49 F.4th 323, 327–28 (3d Cir.

2022).

According to Plaintiff, at 12:08 PM on May 5, 2022, Plaintiff “resigned from his position

at HUMC” in an email to defendant Dr. Mark Schlesinger, the chair of the anesthesia department

at HMH and a vice president of NJHS. SAC ¶¶ 9, 11. In his email, Plaintiff wrote, “I hate when

the whole hospital is questioning my . . . work pointing fingers.” ECF No. 43-1, Ex. A. Before

resigning, Plaintiff allegedly “ensur[ed] proper coverage for his duties” for that day. SAC ¶ 11.

Dr. Schlesinger “issued [Plaintiff] a suspension” by letter dated May 5, 2022. Id. ¶¶ 12,

17; ECF No. 43-1, Exs. B, J. According to the letter, “this action [was] taken as a result of patient

care incidents that occurred [that day] and raised concerns about patient safety.” ECF No. 43-1,

Ex. B. Plaintiff alleges that the “patient care incidents” mentioned in the letter referred to his

purported “failure to respond to calls in the post-operative setting . . . made via cell phone and on

the overhead paging system.” SAC ¶ 36 (citing ECF No. 43-1, Ex. F). Plaintiff alleges that these

incidents never took place. Id. ¶¶ 22–24, 36–41. Plaintiff also alleges that Dr. Schlesinger’s letter

was “backdated” and that he received the letter on May 6, 2022. Id. ¶ 12.

On May 6, 2022, Dr. Schlesinger wrote to defendant Dr. Hans Schmidt, the president of

medical and dental staff at HUMC. Id. ¶¶ 8, 13 (citing ECF No. 43-1, Ex. C). In the letter, Dr.

Schlesinger wrote that based on “his employment agreement, [Plaintiff] waived any right to

challenge or review the termination of his Clinical Privileges and membership on the medical staff

at HUMC, including any rights to a hearing or due process otherwise available under HUMC’s

Medical Staff Bylaws.” ECF No. 43-1, Ex. C. Dr. Schmidt responded, “agreeing that [Plaintiff]

waived ‘any rights to a hearing or due process’ due to his resignation.” SAC ¶ 14.

Plaintiff alleges that defendants issued the suspension after Plaintiff resigned “to

immediately halt their ‘investigation’ as soon as it began.” Id. ¶ 18. In doing so, Plaintiff alleges,

“Defendants ensured that their false claims could not be rebutted or questioned because their

bylaws allowed them to immediately end the investigation due to [Plaintiff’s] resignation.” Id. As

a result, Plaintiff “was not afforded any opportunity to be heard whatsoever.” Id. ¶ 19.

Based on the purported events leading to what Plaintiff alleges was a sham suspension,

Defendants submitted a Clinical Privileges Action (“CPA”) report to the National Practitioner Data

Bank (“NPDB”) and the Secretary of the Department of Health and Human Services (“DHHS”)

“falsely alleging that (1) [Plaintiff] failed to respond to cellphone calls in the post-operative

setting[] and (2) [Plaintiff] resigned after learning of an investigation into his purported failure to

respond to cell phone calls.”2 Id. ¶¶ 10, 21 (citing ECF No. 43-1, Ex. E); see also id. ¶ 25. Plaintiff

unsuccessfully appealed the CPA report; he claims that his appeal was unsuccessful in part because

“Defendants [allegedly] submitted . . . fabricated evidence, including [Dr. Schlesinger’s

suspension letter], to the Secretary.” Id. ¶¶ 27–28. According to Plaintiff, “[t]he NPDB relied on

the date on the [letter] in denying [Plaintiff’s] appeal.” Id. ¶ 32 (citing ECF No. 43-1, Ex. I).

Plaintiff alleges that defendants “intentionally took advantage of the NPDB’s Dispute Resolution

process by falsifying the underlying reasons for the report and . . . intentionally denying [Plaintiff]

the right to dispute it in any way before making the NPDB report.” Id. ¶ 34.

According to Plaintiff, “[t]he [CPA] report was published on the [NPDB], where it was

accessible to the public,” including by “hospitals and healthcare facilities across the United States.”

Id. ¶¶ 159, 211. Plaintiff alleges that “multiple prospective employers” viewed the CPA report,

depriving him of several employment opportunities.3 Id. ¶¶ 55, 159, 174, 184, 212; see also id. ¶¶

2 The NPDB “was established by” the DHHS Secretary “under the authority of the Health Care

Quality Improvement Act of 1986, . . . as a means of collecting and releasing ‘certain information

relating to the professional competence and conduct of physicians, dentists, and other health care

practitioners.’” Langenberg v. Warren Gen. Hosp., No. 12-175, 2013 WL 6147576, at *3 n.2

(W.D. Pa. Nov. 22, 2013) (citations omitted).

3 In his opposition, Plaintiff states that he is or was “temporar[ily] employ[ed]” in a different part

of the country. Opp’n Br. at 11 (citing SAC ¶ 134).

134, 253. Plaintiff also alleges that his experience is part of “a pattern of fraudulent, malicious,

and anti-competitive behavior.” Id. ¶ 117. According to Plaintiff, “[i]n at least two other

instances, . . . Defendants have oppressively threatened physicians” “who raised concerns about

[poor] working conditions.” Id. ¶¶ 116–22. For example, Plaintiff alleges that “Dr. Frederick

Alexander was also retaliated against for resigning from an HMH hospital and attempting to work

for a competitor.” Id. ¶ 122.

Plaintiff filed his initial complaint on November 25, 2024, ECF No. 1, and then amended

his complaint on February 7, 2025, ECF Nos. 6, 14–15, 17. HMH, Dr. Schmidt, and Dr.

Schlesinger answered the amended complaint on February 13, 2025. ECF No. 19. Plaintiff filed

the SAC on September 8, 2025, which for the first time named NJHS as a defendant. SAC. NJHS

filed its motion to dismiss shortly thereafter. ECF No. 52.

II. LEGAL STANDARD

A motion under Rule 12(b)(6) seeks dismissal for “failure to state a claim upon which relief

can be granted.” Fed. R. Civ. P. 12(b)(6). To state a claim upon which relief can be granted, a

pleading must generally “contain a ‘short and plain statement of the claim showing that the pleader

is entitled to relief.’” Ashcroft v. Iqbal, 556 U.S. 662, 678–79 (2009) (quoting Fed. R. Civ. P.

8(a)(2)). To do so, the pleading must state a plausible claim, meaning it must contain “enough

fact[s] to raise a reasonable expectation that discovery will reveal evidence of” the misconduct

alleged. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 556 (2007). However, when a claim sounds in

fraud, the pleading “must state with particularity the circumstances constituting fraud,” though

“intent, knowledge, and other conditions of a person’s mind may be alleged generally.” In re

Lipitor Antitrust Litig., 868 F.3d 231, 249 (3d Cir. 2017) (quoting Fed. R. Civ. P. 9(b)). In other

words, a pleading must support fraud allegations “with all of the essential factual background that

would accompany the first paragraph of any newspaper story—that is, the who, what, when,

where[,] and how of the events at issue.” Id. (citation omitted).

The Court conducts a three-step analysis when considering a Rule 12(b)(6) motion. First,

the Court “must ‘tak[e] note of the elements [the] plaintiff must plead to state a claim.” Connelly

v. Lane Const. Corp., 809 F.3d 780, 787 (3d Cir. 2016) (alterations in original) (quoting Iqbal, 556

U.S. at 675). Second, the Court disregards formulaic recitations of a claim’s elements; legal

conclusions; and allegations that are “so threadbare or speculative that they fail to cross the line

between the conclusory and the factual.” Lutz, 49 F.4th at 327–28 (citation omitted). Third, as

stated above, the Court assumes the truth of the complaint’s “remaining allegations,” construes

“them in the light most favorable to the plaintiff,” draws “all reasonable inferences in the plaintiff’s

favor,” and then determines whether the plaintiff has stated a viable claim for relief. Id. at 328.

III. DISCUSSION

Plaintiff asserts fourteen claims for relief. SAC ¶¶ 136–290. Specifically, Plaintiff asserts

(1) five antitrust claims, three under the Sherman Act, 15 U.S.C. §§ 1–7, see SAC ¶¶ 136–79, and

two under the New Jersey Antitrust Act (“NJAA”), N.J. Stat. Ann. § 56:9-1 to -19, see SAC ¶¶

250–76; (2) four fraud claims, id. ¶¶ 180–209; (3) a claim for trade libel, id. ¶¶ 210–17; (4) a claim

for breach of contract, id. ¶¶ 218–37; (5) a claim for “lack of fundamental fairness,” id. ¶¶ 238–

44; (6) a claim for intentional interference with prospective business advantage, id. ¶¶ 245–49; and

(7) a due process claim,4 id. ¶¶ 277–90. For the reasons stated below, the Court will dismiss all of

Plaintiff’s claims against NJHS.

4 Plaintiff cites the Fourteenth Amendment, see, e.g., SAC ¶¶ 278, which binds the States, Borrell

v. Bloomsburg Univ., 870 F.3d 154, 160–61 (3d Cir. 2017). However, Plaintiff’s due process claim

appears to rely on alleged federal government action, SAC ¶ 289, so the relevant constitutional

provision is the Fifth Amendment, Citizens for Health v. Leavitt, 428 F.3d 167, 178 (3d Cir. 2005);

see also Emrit v. Access Rx, No. 15-936, 2015 WL 6689294, at *3 (D. Ariz. Nov. 3, 2015).

A. Plaintiff’s Antitrust Claims (Causes of Action I–III & XII–XIII)

The Court will dismiss Plaintiff’s antitrust claims against NJHS, because Plaintiff has

failed to plausibly allege antitrust standing.5 “[A]ntitrust standing . . . is a threshold requirement

in any antitrust case” and ensures that “the plaintiff is a proper party to bring [the] private antitrust

action.” Phila. Taxi Ass’n, Inc v. Uber Techs., Inc., 886 F.3d 332, 343 (3d Cir. 2018) (citation

omitted). Whether a plaintiff has antitrust standing hinges on five factors, one of which is “whether

the plaintiff’s alleged injury is of the type for which the antitrust laws were intended to provide

redress,” i.e., an antitrust injury. Ethypharm S.A. France v. Abbott Lab’ys, 707 F.3d 223, 232–33

(3d Cir. 2013) (citation omitted). Antitrust injury “is a necessary but insufficient condition of

antitrust standing.” Id. at 233 (citation omitted).

Antitrust injury requires harm to competition, not just harm to the plaintiff. See

McLoughlin v. Cantor Fitzgerald L.P., 162 F.4th 378, 388 (3d Cir. 2025). In addition, antitrust

injury “is limited to consumers and competitors in the restrained market and to those whose injuries

5 Plaintiff asserts three types of antitrust claims. First, he asserts claims for monopolization under

Section 2 of the Sherman Act, 15 U.S.C. § 2, and the NJAA’s companion provision, N.J. Stat.

Ann. § 56:9-4, see SAC ¶¶ 154–66, 266–76. Second, he asserts a claim for attempted

monopolization under Section 2 of the Sherman Act, 15 U.S.C. § 2, see SAC ¶¶ 167–79. And

third, he asserts claims for an unlawful restraint of trade under Section 1 of the Sherman Act, 15

U.S.C. § 1, and the NJAA’s companion provision, N.J. Stat. Ann. § 56:9-3, see SAC ¶¶ 136–53,

250–65. Because the NJAA “is essentially a replica” of the Sherman Act, the Court must consider

his companion state law claims in tandem with his federal claims. Indivior Inc. v. Alvogen Pine

Brook LLC, 681 F. Supp. 3d 275, 294 n.19 (D.N.J. 2023); see Bocobo v. Radiology Consultants of

S. Jersey, P.A., 477 F. App’x 890, 896 n.5 (3d Cir. 2012) (citing Ideal Dairy Farms, Inc. v.

Farmland Dairy Farms, Inc., 659 A.2d 904, 920 (N.J. Super. Ct. App. Div. 1995)); St. Clair v.

Citizens Fin. Grp., 340 F. App’x 62, 65 n.2 (3d Cir. 2009) (“[T]he state law antitrust claims are

only viable if the corresponding federal claims are sufficient.”). Relevant here, in keeping with

the New Jersey legislature’s demand that the NJAA be “construed in harmony with ruling judicial

interpretations of comparable Federal antitrust statutes,” N.J. Stat. Ann. § 56:9-18, federal and

state courts apply the antitrust standing requirement to NJAA claims, see, e.g., Bocobo, 477 F.

App’x at 899; Treace Med. Concepts, Inc. v. Stryker Corp., No. 24-9763, 2025 WL 2803345, at

*3 (D.N.J. Oct. 2, 2025); Van Natta Mech. Corp. v. Di Staulo, 649 A.2d 399, 407 (N.J. Super Ct.

App. Div. 1994). Indeed, the Parties take as given that the antitrust standing requirement applies

with equal force to the NJAA claims. See Moving Br. at 36–37; Opp’n Br. at 28.

are the means by which the defendants seek to achieve their anticompetitive ends.” Ethypharm,

707 F.3d at 233 (citation omitted). As such, in considering whether the plaintiff has experienced

an antitrust injury, courts must generally take stock of the relevant market. See, e.g., Ragner Tech.

Corp. v. Berardi, 324 F. Supp. 3d 491, 508–09 (D.N.J. 2018); Premier Comp Sols. LLC v. UPMC,

163 F. Supp. 3d 268, 278 (W.D. Pa. 2016); see also Barton & Pittinos, Inc. v. SmithKline Beecham

Corp., 118 F.3d 178, 182 (3d Cir. 1997) (noting that the determination of whether a party has

suffered an antitrust injury “depends on how th[e] market is defined”). And in that inquiry, the

Court must keep in mind that “‘the outer boundaries of a relevant market are determined by

reasonable interchangeability of use’ of a particular product [or service] within a particular

geographic area.” Lifewatch Servs. Inc. v. Highmark Inc., 902 F.3d 323, 337 (3d Cir. 2018)

(citation omitted).

With respect to his antitrust claims, Plaintiff’s alleged injuries stem from the labor market

for “anesthesiologists” in the United States.6 SAC ¶¶ 62–63; see Opp’n Br. at 10 (“Dr. Schlesinger

6 Because Plaintiff will be allowed to replead his antitrust claims, the Court makes a few relevant

observations:

(1) At times, Plaintiff appears to allege that the relevant geographic market is the State of New

Jersey. See, e.g., SAC ¶¶ 63, 158. However, those allegations are contradicted by more detailed

allegations in the SAC, including the allegation that after he left HUMC, Plaintiff sought

employment as far away as Texas. Id. ¶¶ 134, 159, 174; see also Opp’n Br at 11 (citing statistics

about the number of hospitals in the United States);

(2) Plaintiff claims in his opposition that he directly competes with hospitals and hospital systems

like HUMC and HMH in the patient-facing market for “anesthesiology services.” Opp’n Br. at 6.

But Plaintiff’s own factual allegations foreclose that argument. Specifically, Plaintiff does not

allege that he is an independent provider of anesthesiology services to patients; instead, he alleges

that he is hired by entities like HMH and NJHS to provide services. See, e.g., SAC ¶¶ 5, 7, 61–

63, 72, 159, 162, 174–75, 184; and

(3) Relatedly, Plaintiff alleges that defendants’ conduct has harmed patients (e.g., by decreasing

the quality of anesthesiology services). See id. ¶¶ 78, 145. To the extent Plaintiff relies on this

harm to demonstrate his own antitrust injury, Plaintiff appears to fuse the labor market for

anesthesiologists with the separate market in which patients receive medical care. See, e.g., id. ¶¶

had to ensure that his ‘product,’ the anesthesiologists, would cooperate, even if it meant forcing

them to put up with hazardous workplace conditions.”). For instance, the SAC details a labor

market whereby hospitals or hospital networks (either directly or via intermediates like NJHS) hire

anesthesiologists like Plaintiff to provide services to patients. See, e.g., SAC ¶¶ 5–7, 67, 72, 86;

see also Bocobo v. Radiology Consultants of S. Jersey, P.A., 305 F. Supp. 2d 422, 426 (D.N.J.

2004), aff’d, 477 F. App’x 890 (3d Cir. 2012). And Plaintiff alleges that anesthesiologists like

him participate in a labor market that spans most of the country. See, e.g., SAC ¶¶ 61, 134, 159,

174.

Plaintiff alleges that NJHS and other defendants harmed him by hindering his employment

opportunities. Id. ¶¶ 62–63, 134; see also Opp’n Br. at 6, 10. For instance, Plaintiff alleges that

he “has been unable to secure consistent employment for the past two and a half years due to the

Defendants’ submission of the fraudulent [CPA] report.” SAC ¶ 58; see also id. ¶¶ 61, 63, 71–72,

147. He also alleges that “was denied employment opportunities in New Jersey, Florida, Texas,

Georgia, North Carolina, . . . and many other states” as a result of the report. Id. ¶ 134. Moreover,

Plaintiff alleges that he “was forced to relocate several times in an effort to obtain employment.”

Id.; see also id. ¶ 147(a); Opp’n Br. at 12.

78, 116, 145, 147; Opp’n Br. at 6. To be sure, those markets are related—as alleged, one is

upstream from the other. See SAC ¶¶ 5–7. Nonetheless, they are distinct, and Plaintiff may not

“artificially create” an antitrust injury by pointing to harms others allegedly suffered in other

markets. AFMS LLC v. United Parcel Serv. Co., 105 F. Supp. 3d 1061, 1080 (C.D. Cal. 2015)

(citation omitted), aff’d sub nom. AFMS LLC v. United Parcel Serv., Inc., 696 F. App’x 293 (9th

Cir. 2017); see Reilly v. Apple Inc., 578 F. Supp. 3d 1098, 1110 (N.D. Cal. 2022) (“Plaintiff cannot

demonstrate antitrust injury sufficient to sustain his claims through references to alleged

anticompetitive acts that have no relation to Plaintiff or the harm that he experienced.”); see also

Hogan v. Amazon.com, Inc., No. 24-1893, 2025 WL 869202, at *1 (9th Cir. Mar. 20, 2025)

(“Because these markets are distinct, Plaintiffs have not alleged antitrust injury.”); Cable Line,

Inc. v. Comcast Cable Commc’ns of Pa., Inc., No. 16-1000, 2017 WL 4685359, at *8 (M.D. Pa.

Oct. 18, 2017) (“[I]n an effort to allege anticompetitive effects beyond their own injuries, Plaintiffs

mistakenly conflate two distinct markets.”).

These allegations are insufficient to state an antitrust injury. Although he alleges that

defendants’ conduct has limited his own employment opportunities, Plaintiff has not plausibly

alleged that he has been substantially shut out of the relevant labor market. Bocobo, 477 F. App’x

at 897–98. Nor has he plausibly alleged that defendants’ conduct is part of some larger effort by

defendants to manipulate the anesthesiologist labor market to their advantage.7 See McLoughlin,

162 F.4th at 388 (noting that “an antitrust plaintiff must allege . . . that ‘the challenged conduct

affected the prices, quantity[,] or quality of goods or services, not just [her] own welfare’” (second

alteration in original) (citation omitted)); Eichorn v. AT & T Corp., 248 F.3d 131, 140 (3d Cir.

2001) (explaining that “an individual plaintiff personally aggrieved by an . . . anti-competitive

agreement has not suffered an antitrust injury unless the activity has a wider impact on the

7 Plaintiff claims that his experience is “not an isolated incident.” SAC ¶ 116; see also id. ¶¶ 76,

117–122. But these allegations fail to “raise a reasonable expectation that discovery will reveal

evidence” of some larger pattern of anticompetitive conduct by defendants in the relevant market,

Twombly, 550 U.S. at 556, and are thus insufficient to allege an antitrust injury, see Reilly, 578 F.

Supp. 3d at 1110 (finding that plaintiff failed to allege a viable antitrust injury because his “theory

of harm [was] that his app was rejected from the App Store” and his “theory fail[ed] to connect his

supposed injury to [any] injury to competition generally”); United Energy Trading, LLC v. Pac.

Gas & Elec. Co., 177 F. Supp. 3d 1183, 1193 (N.D. Cal. 2016) (noting that antitrust injury must

flow from conduct that “harms both allocative efficiency and raises the prices of goods above

competitive levels” (citation omitted)); Irish v. Ferguson, 970 F. Supp. 2d 317, 366 (M.D. Pa.

2013) (finding that plaintiffs failed to allege an antitrust injury where “[t]he objectives of [the

allegedly unlawful activity were] all aimed at Plaintiffs, not at influencing a change in the

competitive market as a whole”); cf. Eichorn, 248 F.3d at 137, 142 (3d Cir. 2001) (finding antitrust

injury where defendant’s former employees alleged that widespread “no-hire agreements”

“represent[ed] an unlawful group boycott in violation of § 1 of the Sherman Act”); Hunter v. Booz

Allen Hamilton, Inc., 418 F. Supp. 3d 214, 223 (S.D. Ohio 2019) (finding that plaintiffs

“sufficiently alleged an antitrust injury” based on allegations that “no-poach agreements prevented

individuals working at one of the Defendants’ companies ‘from seeking better-paid employment

opportunities with other Defendants at JAC Molesworth[,]’ and that these no-poach agreements

‘eliminated all competition in the market for skilled labor at JAC Molesworth’” (alteration in

original)); Butler v. Jimmy John’s Franchise, LLC, 331 F. Supp. 3d 786, 794 (S.D. Ill. 2018) (same

where plaintiff provided detailed factual allegations of “how the no-hire provision led to the

employee non-competition agreements and how those agreements harm the labor market for

[plaintiff] and all other current and former Jimmy John’s employees.” (emphasis added)).

competitive market”). Instead, the SAC dresses up “personal injur[ies] in the guise of . . . antitrust

allegation[s].” Chagares v. Monmouth Med. Ctr., No. 21-20677, 2022 WL 3588103, at *5 (D.N.J.

Aug. 22, 2022); Cable Line, 2017 WL 4685359, at *4 (“The case law in this [C]ircuit is replete

with examples where plaintiffs failed to establish an antitrust claim when they have only alleged

injury to their own welfare.”). As such, the Court will dismiss Plaintiff’s antitrust claims against

NJHS. Ethypharm, 707 F.3d at 233 (“If [antitrust injury] is lacking, [a court] need not address the

remaining [antitrust standing] factors.”).

B. Plaintiff’s Fraud Claims (Causes of Action IV–VII)

The Court will dismiss Plaintiff’s fraud claims, because Plaintiff has not alleged that he

relied on NJHS’s alleged misstatements. In New Jersey, the elements of a fraud claim are: “(1) a

material misrepresentation of present or past fact; (2) with knowledge of its falsity; (3) with the

intention that the other party rely thereon; and (4) which resulted in reasonable reliance by

plaintiff.” U.S. Land Res., LP v. JDI Realty LLC, No. 08-5162, 2010 WL 3218417, at *4 (D.N.J.

Aug. 12, 2010) (citation omitted). And in pleading these elements, a plaintiff must satisfy Rule

9(b)’s heightened pleading standard. Id.

Plaintiff’s fraud claims stem from four alleged misrepresentations. First, he alleges that

Dr. Schlesinger “issued the fraudulent Backdated Letter, . . . intentionally backdated the letter[,]

and phrased it to appear to have been written a day prior, on May 5, in order to fraudulently predate

[Plaintiff’s] suspension.” SAC ¶ 82. Second, he alleges that defendants made a misrepresentation

to the NPDB “when they submitted the fraudulent [CPA] report which contained multiple

statements which Defendants knew where false.” Id. ¶ 88. Third, he alleges that defendants

engaged in fraud when “they sent the Backdated Letter to the NPDB in support of the” CPA. Id.

¶ 97. And fourth, Plaintiff alleges that defendants made misrepresentations to the DHHS Secretary

when they “replied to the Secretary indicating that an investigation had occurred, when they knew

that no such investigation existed.” Id. ¶ 99.

As NJHS correctly points out, Plaintiff does not allege that he was “the intended recipient

of the[se] alleged misrepresentations,” nor that he “rel[ied] on the alleged misrepresentations.”

Moving Br. at 29 (citing Port Liberte Homeowners Ass’n, Inc. v. Sordoni Const. Co., 924 A.2d

592, 601 (N.J. 2007) (“[A] plaintiff must prove that he or she was an intended recipient of the

defendant’s misrepresentations.”)). Without these allegations, which speak to Plaintiff’s

“reasonable reliance” on these alleged misrepresentations, JDI Realty, 2010 WL 3218417, at *4

(citation omitted), Plaintiff’s fraud claims against NJHS must be dismissed.

C. Plaintiff’s Trade Libel and Intentional Interference with Prospective

Business Advantage Claims (Causes of Action VIII & XI)

The Court will dismiss Plaintiff’s claims for trade libel and intentional interference with

prospective business advantage. To state a claim for trade libel, a plaintiff must allege that

defendant made a “(1) publication, (2) with malice, (3) of false allegations concerning [the

plaintiff’s] property, product[,] or business, and (4) special damages.” Bocobo, 477 F. App’x at

901 (first alternation in original) (citation omitted). In addition, to state a claim for intentional

interference with prospective business advantage, a plaintiff must allege “(1) a ‘reasonable

expectation of economic advantage’ from a business relationship; (2) interference ‘done

intentionally and with malice,’ which means ‘the harm was inflicted intentionally and without

justification or excuse’; (3) ‘the interference caused the loss of the prospective gain’; and (4)

damages as a result of the loss.” Bayer Healthcare LLC v. Second Stone Enters. LLC, No. 24-

7618, 2025 WL 1531237, at *9 (D.N.J. May 29, 2025) (citation omitted).

To support these claims, Plaintiff alleges that defendants unlawfully interfered with his

future employment activities by submitting the CPA report, SAC ¶¶ 245–49, which he claims

contained materially false information, id. ¶¶ 10, 21, 30, 36–46. However, Plaintiff does not

plausibly allege that NJHS had any role (let alone any significant role) in the publication of the

CPA report. See Cosmas v. Am. Express Centurion Bank, 757 F. Supp. 2d 489, 494 n.1 (D.N.J.

2010) (noting, in the context of trade libel, that “publication” means “communication to a third

person” (citation omitted)). Indeed, Plaintiff alleges that HUMC—an entity within the HMH

network—filed the CPA report with the NPDB. ECF No. 43-1, Ex. E; SAC ¶ 6; see also Fainsbert

v. Cuthbert, No. 06-2017, 2006 WL 2096057, at *7 (D.N.J. July 27, 2006) (“L. Fainsbert has failed

to identify any false statement published by the defendants, and her defamation claim cannot

proceed.”). And without additional factual detail concerning NJHS’s involvement in the CPA

report’s publication, Plaintiff cannot plausibly allege that NJHS caused the loss of prospective

economic gain that Plaintiff alleges in the SAC. See Read v. Profeta, 397 F. Supp. 3d 597, 653

(D.N.J. 2019) (dismissing intentional interference with prospective business advantage claim in

part for lack of causation); see also Jorgensen & Co. v. Sutherland, No. 15-7373, 2017 WL

1395485, at *7 (D.N.J. Apr. 17, 2017) (“[T]here are no allegations specific to Vono, or any

indications of Vono’s role in the alleged tortious interference.”). Therefore, the Court will dismiss

Plaintiff’s claims for trade libel and intentional interference with prospective business advantage

against NJHS.

D. Plaintiff’s Breach of Contract Claim (Cause of Action IX)

The Court will dismiss Plaintiff’s breach of contract claim against NJHS, because Plaintiff

has not alleged that NJHS was a party to the relevant contract. “To state a claim for breach of

contract, [the plaintiff] must allege (1) a contract between the parties; (2) a breach of that contract;

(3) damages flowing therefrom; and (4) that the party stating the claim performed its own

contractual obligations.” Frederico v. Home Depot, 507 F.3d 188, 203 (3d Cir. 2007). Plaintiff’s

breach of contract claim is premised on his “contractual agreement” with HMH, which

incorporates “HMH[’s] Bylaws.” SAC ¶¶ 219–20; see also ECF No. 43-1, Ex. K. However, NJHS

is not a party to that contract. Moving Br. at 31–32. As such, the Court will dismiss Plaintiff’s

breach of contract claim against NJHS. See Adam Techs. LLC v. Well Shin Tech. Co., No. 18-

10513, 2020 WL 2125007, at *5 (D.N.J. May 5, 2020) (dismissing breach of contract claim where

“Plaintiff [did] not plead that [defendant] was a party to the Agreement”).

E. Plaintiff’s Fundamental Fairness and Due Process Claims (Causes of

Action X & XIV)

The Court will dismiss Plaintiff’s fundamental fairness and due process claims against

NJHS, because NJHS is not an entity subject to those provisions. Under New Jersey law, “a

physician is entitled to fundamentally fair procedures in a . . . hospital’s consideration of staff

membership, the extent of privileges[,] and termination.” Hurwitz v. AHS Hosp. Corp., 103 A.3d

285, 301 (N.J. Super. Ct. App. Div. 2014) (citation omitted); see also Nanavati v. Burdette Tomlin

Mem’l Hosp., 526 A.2d 697, 701 (N.J. 1987). However, NJHS is not a hospital. SAC ¶ 7. Plaintiff

also does not plausibly allege that NJHS controls staffing decisions at HUMC or any other medical

facility. Therefore, the Court will dismiss Plaintiff’s fundamental fairness claim against NJHS.

In addition, “the Due Process Clauses of the Fifth and Fourteenth Amendments . . . prevent

[the] federal and state governments ‘from abusing [their] power, or employing it as an instrument

of oppression.’” Leavitt, 428 F.3d at 178 (emphasis added) (citation omitted). Accordingly, a due

process claim is cognizable only if the plaintiff alleges “state action.” Id.; see Borrell, 870 F.3d at

160. So, Plaintiff’s due process claim is cognizable only if he alleges that NJHS participated in

state action. Leavitt, 428 F.3d at 178; Borrell, 870 F.3d at 160 (outlining the “three broad tests”

to determine whether private action may constitute state action (citation omitted)). Plaintiff argues

that he has sufficiently alleged state action by NJHS, because NJHS “acted in concert with DHHS.”

Opp’n Br. at 30. In other words, Plaintiff believes that NJHS’s participation in the submission of

the CPA report was state action simply because (1) the report was submitted to DHHS under

federal reporting requirements, (2) DHHS “published it to [a] data bank,” and (3) DHHS relied on

it. Id. at 30–31. The Court disagrees. To adopt Plaintiff’s reasoning would “vitiate the state action

requirement in highly regulated industries.” Taormina v. Suburban Woods Nursing Homes, LLC,

765 F. Supp. 2d 667, 672 (E.D. Pa. 2011); see also Moore v. Williamsburg Reg’l Hosp., 560 F.3d

166, 170, 178–180 (4th Cir. 2009) (finding no state action by hospital where plaintiff’s due process

claim hinged on the hospital’s submission of a report to the NPDB). Therefore, the Court will

dismiss Plaintiff’s due process claim against NJHS.

IV. CONCLUSION

Accordingly, for the reasons stated above, IT IS on this 22nd day of May 2026;

ORDERED that NJHS’s motion to dismiss (ECF No. 52) is GRANTED; and it is further

ORDERED that Plaintiff’s claims against NJHS in the SAC (ECF No. 43) are

DISMISSED WITHOUT PREJUDICE; and it is finally

ORDERED that Plaintiff shall have thirty (30) days from entry of this Opinion and Order

to submit a Third Amended Complaint that addresses the deficiencies identified in this Opinion

and Order. Insofar as Plaintiff chooses to amend, he shall also provide a form of the Third

Amended Complaint that indicates in what respect it differs from the SAC, by bracketing or

striking through materials to be deleted and underlining materials to be added. L. Civ. R.

15.1(b)(2).

SO ORDERED.

/s/ Claire C. Cecchi

CLAIRE C. CECCHI, U.S.D.J.