Antitrust Law Daily Wrap Up, ANTITRUST—D. Mass.: Case against ‘body-sculpting’ equipment manufacturer continues following partial allowance of amended complaint, (Jan 20, 2026)

By Kenneth H. Ryesky, M.B.A., J.D.

Dispute arose over sale of "equipment that purports to use electromagnetic energy and radiofrequency technology to help users tone their muscles and burn fat.

A federal district court judge in Boston has partially allowed a second amended complaint, including an alleged Sherman Act violation, and has partially dismissed some of the allegations asserted by a healthcare practice against a manufacturer of equipment. The purchase contract with the manufacturer had a special minimum advertised price program that provided the healthcare practice with certain favorable pricing perquisites. The healthcare practice found that the specified minimum price for treatments was too high for the market, and withdrew from the program, thereby losing its contractual entitlement to the favorable pricing for updates, supplies, and maintenance. The healthcare practice sued the manufacturer. The court ruled on the healthcare provider's motion to file a second amended complaint and the manufacturer's motion to dismiss the allegations, leaving the case to move forward per the rulings (Mark Breiner DDS, LLC v. BTL Industries, Inc., No. 1:24-cv-12413-FDS (D. Mass. Jan. 15, 2026)).

Background. Mark Breiner (Dr. Breiner) is a dentist who controls two entities, Mark Breiner DDS, LLC (Breiner LLC) and Emsculpt of CT, LLC (ECT). Through these two Connecticut LLC entities, Dr. Breiner operates the Breiner Whole-Body Health Center (BWBHC) in Connecticut, which touts itself as a "holistic dental and medical practice." BTL Industries, Inc. (BTL) is a Massachusetts corporation based in Massachusetts that develops and manufactures body contouring and skin tightening devices that apply radiofrequency and electromagnetic energy technologies.

On May 5, 2021, Dr. Breiner met with BTL representatives in his office; the meeting culminated in a signed contract whereby Breiner LLC agreed to purchase two equipment items from BTL for more than $644,000. Two days later, Breiner formed ECT, which subsequently invested $430,000 for the purpose of staffing and marketing the use of the BTL equipment. The relevant agreements included a minimum-advertised-price (MAP) program, whereby certain discounts and other benefits for future service, supplies, and equipment upgrades would inure to Breiner LLC if Breiner LLC advertised per-session price would be at least $850.

Breiner LLC found that it could not viably operate unless it reduced its per session price below $850, and notified BTL that it would withdraw from the MAP program. BTL immediately withdrew the MAP benefits from Breiner LLC, and allegedly disparaged Breiner LLC and ECT to other healthcare providers.

Breiner LLC and ECT filed a lawsuit against BTL in a Connecticut state court, alleging violations of the Robinson-Patman Act [15 U.S.C. § 13], various statutory Connecticut and Massachusetts antitrust and unfair trade practices, and some common law claims. BTL removed the case to federal district court. After the parties stipulated to a dismissal, Breiner LLC and ECT refiled the case in Massachusetts federal district court, and filed its first amended complaint.

The Massachusetts district court previously dismissed the Robinson-Patman Act claim. BTL also moved to dismiss the state law claims. Inasmuch as this was the only federal law claim in the operative complaint, the court declined to exercise its supplementary pendant jurisdiction over the remaining state law claims on questionable diversity jurisdiction, on which the court gave Breiner LLC and ECT leave to file supplementary materials. The supplementary materials filed by Breiner LLC and ECT satisfied the court that it could entertain the remaining state law claims under its diversity jurisdiction, and deemed BTL's dismissal motion regarding those claims to be renewed.

Breiner LLC and ECT then moved for leave to file a second amended complaint, which sought to add five new defendants and nine new causes of action, and assert new factual allegations. BTL opposed the amendment motion. The court then considered the amendment motion and also considered BTL's motion to dismiss the state law claims.

State law claims dismissal motions. The court partially granted BTL's dismissal motion over the state law claims. The Massachusetts unfair and deceptive trade practices claim was dismissed because the conduct complained of by Breiner LLC and ECT did not occur "primarily and substantially within the commonwealth" of Massachusetts [Mass. Gen. Laws ch. 93A, § 11], but in Connecticut. The Massachusetts choice-of-law clause in the contract did not make Massachusetts the claim's "center of gravity."

The Massachusetts Antitrust Act claim similarly did not occur substantially within Massachusetts as prescribed by the statute [Mass. Gen. Laws ch. 93, § 4], notwithstanding the allegation of a single incident of disparagement made to a party in Oregon.

The Connecticut Unfair Trade Practices Act claim (CUTPA) [Conn. Gen. Stat. § 42-110(b)] was dismissed as time-barred. The CUTPA statute must be brought within three years after the occurrence of the violation [Conn. Gen. Stat. § 42-110g(f)], and the time clock is not tolled for discovery of the violation. Having dismissed this claim as time-barred, the court did not need to further analyze BTL's other reasons to dismiss the claim.

Some of the fraud allegations survived dismissal, but others were dismissed as puffery, opinion, puffery, and/or non-actionable projections.

Amendment of complaint. The court partially granted the motions by Breiner LLC and ECT to file a second amended complaint. To the extent that the proposed amended complaint sought to add five new parties as defendants, the motion was denied. Local rule in the district court requires amendment to name an additional party to occur when "an attorney reasonably can be expected to have become aware of the identity of the proposed new party" [D. Mass. L.R. 15.1(a)]. Here, there was no explanation as to when and how counsel became aware of the parties it sought to add as defendants. Moreover, there was undue delay under the circumstances.

The court reluctantly granted in part the amendment motion to the extent that it sought to add new counts to BTL, which had already been named as a defendant. The Sherman Act civil conspiracy claim was that BTL had conspired with two of the additional parties it had unsuccessfully sought to add as defendants. This claim was that BTL itself was the tortfeasor and had been assisted by those two entities; this is the reverse of BTL being an assistive co-conspirator. Moreover, this allegation was untimely. The Sherman Act claim that the MAP program was a vertical restraint was allowed to be asserted, barely outweighing "the countervailing consideration of undue delay and prejudice to defendant," pending "the development of a more complete factual record" for adjudication on the merits.

Some of the additional fraud allegations against BTL were "at least sufficiently plausible to form the basis for a fraud claim" and were allowed, while others were not actionable fraud claims, including predictions for future performance.

The Case is No. 1:24-cv-12413-FDS.

Judge: Saylor, F.

Attorneys: Gary N. Mansfield (Mansfield Bronstein & Stone, LLP) for Mark Breiner DDS, LLC. Alison C. Casey (Barnes & Thornburg LLP) for BTL Industries, Inc.

Companies: Mark Breiner DDS, LLC; BTL Industries, Inc.

Cases: Antitrust StateUnfairTradePractices MassachusettsNews