REDLANDS SURGICAL SERVICES - Page 73




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          earnings.  A letter from Ernst & Young to respondent’s                      
          representatives, dated July 14, 1992, indicates that the Surgery            
          Center took the General Partnership’s offer instead of the other,           
          higher bid because of a desire to have an affiliation with                  
          Redlands Hospital for quality control and other reasons.                    
               Viewed in its totality, the administrative record is clear             
          that SCA and petitioner derive mutual economic benefits from the            
          General Partnership agreement.  By borrowing necessary up-front             
          capital from SCA, RHS (petitioner's predecessor in interest in              
          the General Partnership), overcame a capital barrier to gain                
          entry into a profitable and growing market niche.  By forming a             
          partnership with RHS, SCA Centers was able to benefit from the              
          established relationship between Redlands Hospital and the                  
          limited partner physicians to acquire its interest in the Surgery           
          Center at a bargain price.                                                  
               By virtue of this arrangement, petitioner and SCA Centers              
          realized further mutual benefits by eliminating sources of                  
          potential competition for patients, as is evidenced by the                  
          restrictions on either party’s providing future outpatient                  
          services outside the Surgery Center, and by Redlands Hospital’s             
          agreeing not to expand or promote its existing outpatient surgery           
          facility at the hospital.  In light of the statement in the                 
          record that it is typical for national chains such as SCA to                
          “shadow-price” hospitals in charging for services at outpatient             






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