Concord Associates, L.P. v. Entertainment Properties Trust

13‐3933 
Concord Associates, L.P. v. Entertainment Properties Trust 

UNITED STATES COURT OF APPEALS
FOR THE SECOND CIRCUIT

August Term, 2014

(Argued: April 29, 2015 Decided: March 18, 2016)

Docket No. 13-3933-cv
________________________________________________________________
________

CONCORD ASSOCIATES, L.P., CONCORD RACEWAY CORPORATION, CONCORD KIAMESHA
CASINO, LLC, CONCORD KIAMESHA CAPITAL CORP., CONCORD RESORT, LLC, CONCORD
KIAMESHA, LLC, CONCORD KIAMESHA HOTEL, LLC,

Plaintiffs-Appellants,

- v. -

ENTERTAINMENT PROPERTIES TRUST, EPT CONCORD, LLC, EPT CONCORD II, LLC,
EMPIRE RESORTS, INC., MONTICELLO RACEWAY MANAGEMENT, INC., GENTING NEW YORK
LLC, JOHN DOES 1—5, KIEN HUAT REALTY III LIMITED,

Defendants-Appellees.

________________________________________________________________

Before: JACOBS, POOLER, AND HALL, Circuit Judges.

Appeal from the United States District Court for the
Southern District of New York (Ramos, J.) granting
defendants’ motions to dismiss claims of violations of the
Sherman Act, 15 U.S.C. §§ 1 & 2, and denying plaintiffs’
motion for reconsideration. In order to state a claim for
a Sherman Act violation, a plaintiff must allege an
antitrust injury, define the relevant geographic market,
and allege conduct in violation of antitrust laws. The
District Court found, with respect to the Sherman Act
claims, that the plaintiffs’ proposed geographic and
product markets were not sufficiently plausible to survive
a motion to dismiss. We agree and hold that the plaintiffs
fail to state a claim for violations of the Sherman Act
and, accordingly, AFFIRM the District Court’s dismissal of
the complaint.
 SCOTT A. MARTIN, (James I. Serota &
Carmen Beauchamp Ciparick, on the
brief), Greenberg Traurig, LLP, New
York, New York, and Alfred E.
Donnellan, DelBello Donnellan
Weingarten Wise & Wiederkehr,
L.L.P., White Plains, NY, for
Plaintiffs-Appellants Concord
Associates, L.P., Concord Raceway
Corporation, Concord Kiamesha
Casino, LLC, Concord Kiamesha
Capital Corp., Concord Resort, LLC,
Concord Kiamesha, LLC and Concord
Kiamesha Hotel, LLC.

MOSES SILVERMAN (Joshua D. Kaye, Jason
L. Meizlish, & Elana R. Beale, on
the brief), Paul, Weiss, Rifkind,
Wharton & Garrison LLP, New York, New
York, for Defendants-Appellees
Empire Resorts, Inc. and Monticello
Raceway Management, Inc.

Y. DAVID SCHARF, (Kristin T. Roy, &
Gayle Pollack, on the brief)
Morrison Cohen LLP, New York, New
York, for Defendant-Appellee
Entertainment Properties Trust, EPT
Concord, LLC, and EPT Concord II,
LLC.

HOWARD ZELBO (Leah Brannon, on the
brief), Cleary Gottlieb Steen &
Hamilton LLP, New York, NY, for
Defendants-Appellees Kien Huat
Realty III Limited and Genting New
York LLC.

HALL, Circuit Judge:

Plaintiffs-Appellants are seven entities who are

collectively attempting to develop a casino-resort complex in

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the Catskills region of New York State. Defendants-Appellees are

three groups of investors and business owners with an interest

in the casino industry and horse racing in the Catskills who,

the plaintiffs claim, entered into an anti-competitive scheme to

obstruct the plaintiffs’ resort development project. Underlying

this antitrust dispute is a threshold question that is

ultimately dispositive of this appeal: For the purposes of an

antitrust claim, whether the plaintiffs have alleged a plausible

relevant geographic market for their casino-related products and

services.

Facts and Procedural History

The facts of this case, which we view in the light most

favorable to the plaintiffs, are set out in the district court’s

Order and Opinion in detail and are briefly summarized as

follows. The plaintiffs, including Concord Associates, L.P.

(“Concord Associates”), Concord Raceway Corporation, Concord

Kiamesha Capital Corporation, Concord Resort, LLC (“Concord

Resort”), Concord Kiamesha, LLC, and Concord Kiamesha Hotel,

LLC, are collectively attempting to develop a casino gambling

resort and race track known as the New Concord Casino Resort at

the site of the former Concord Resort Hotel, located in the

Catskills Mountains in Thompson, New York. The defendants,

including Entertainment Properties Trust, EPT Concord, LLC, and

EPT Concord II, LLC (collectively, “EPT”); Empire Resorts, Inc.

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and Monticello Raceway Management, Inc. (collectively “Empire”);

Kien Huat Realty III Limited (“Kien Huat Realty”); Genting New

York LLC and John Doe entities 1–5 (collectively “Genting” or

“Genting defendants”), are real estate developers and casino and

gambling facility operators.

The plaintiffs intend to develop racing and casino gambling

facilities, known as “racinos,” on two adjoining properties,

including 140 acres at the site of the Concord Resort Hotel,

which was once a world-famous vacation destination for visitors

to the Catskills Mountains until its closing and bankruptcy in

1998, and also 1,500 acres of adjacent land containing golf

courses, residential properties, and vacant land. In 1999,

plaintiff Concord Associates purchased these land parcels from

the Concord Resort Hotel bankruptcy estate. In furtherance of

their development efforts, the plaintiffs have conducted an

environmental review, obtained necessary preliminary licensing

approvals and development permits, and performed substantial

work at the construction site.

In June 2010, as part of a legal settlement intended to

resolve several lawsuits between defendant EPT and plaintiff

Concord Associates, the plaintiffs transferred the 1,500 acre

parcel to defendant EPT Concord II. Under the settlement, the

plaintiffs retained the right for exclusive use and exploitation

of the property, including the right to develop the proposed

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resort. Accordingly, Concord Associates entered into an

agreement with EPT Concord II that specifically reserved the

right for the plaintiffs to lease a tract for a “racino” on the

property along with additional easements, leases, and other

rights related to development of the property. In addition, the

terms included a restrictive covenant pursuant to which EPT

Concord II agreed that its successors or assignees would not own

or operate any competing casino, racino, racing or gaming

facility on the property.

In addition to entering the agreement with EPT Concord II,

the plaintiffs entered into a contractual relationship with

Empire to further the development of their resort. Since 1993,

Empire had owned and operated the Monticello Raceway, located

approximately four miles from the plaintiffs’ proposed resort.

In 2004, the Monticello Raceway began offering casino gaming,

and since that time it has been the only race track or casino in

the Catskills. The closest racinos are eighty miles away in

Pennsylvania, and 100 miles away in Yonkers. Monticello Raceway

also claims that it “does not compete directly with other

harness racing tracks in New York State for live racing

patrons.” Am. Compl. ¶ 131. Thus, according to the plaintiffs,

Empire’s position as the sole operator of casino gaming in the

Catskills makes it “the only game in town” for local consumers

and tourists. Am. Compl. ¶ 133.

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 Empire was initially supportive of the plaintiffs’ proposed

resort, and in March 2009 it entered into an agreement with

Concord Associates to provide management services at the

plaintiffs’ proposed Raceway. But in November 2009, defendant

Kien Huat Realty—which, together with other Genting defendants

makes up one of the world’s largest gaming conglomerates—

acquired a majority interest in Empire. According to plaintiffs,

Kien Huat Realty has since worked to undermine plaintiffs’

resort project. Shortly after November 2009, Empire ceased

cooperating with the plaintiffs and opened a rival “racino” in

collaboration with Genting at the site of the Aqueduct Race

Track, approximately 100 miles from the site of the plaintiffs’

proposed Resort. In addition, in April 2011 EPT and Empire

entered into an exclusive agreement to develop their own

“racino” project adjacent to the plaintiffs’ proposed resort and

repudiated the lease and restrictive covenants promised to

Concord Associates. The plaintiffs claim that Genting, EPT and

Empire are all members of an anti-competitive scheme to

undermine the plaintiffs’ resort development project.

After bringing actions for breach of contract in the New

York state court without success,1 the plaintiffs commenced this

federal antitrust action on March 7, 2012. In response to the

1
See Concord Assocs., L.P. v. EPT Concord, LLC, No. 1611-
2011 (N.Y. Sup. Ct. Sullivan Cnty. June 30, 2014).

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defendants’ motions to dismiss, the plaintiffs filed a First

Amended Complaint (the “Amended Complaint”) that purported to

define the relevant geographic market for the products the

plaintiffs’ resort would have to offer. As pleaded, that

relevant market includes the area within a radius of

approximately 100 miles from the Town of Thompson, with a total

population of more than 18–20 million people, of whom almost

ninety percent reside in the New York City metropolitan area

(“NY Metro area”). In response to the Amended Complaint, the

defendants moved to dismiss it on the basis that the plaintiffs

had not defined a plausible geographic market. Ultimately, the

district court granted the motions to dismiss as to all

defendants without considering the additional materials the

plaintiffs submitted or a proposed Second Amended Complaint.2

2
The plaintiffs contend that the district court erred in
failing to consider extrinsic materials they submitted in
opposition to the defendants’ motions to dismiss, including
several exhibits and Securities & Exchange disclosures. The
plaintiffs claim that these documents show that Genting
conspired to exclude market competition in violation of
antitrust laws. We need not address the substance of the
plaintiffs’ arguments because our decision is based on the
plaintiffs’ failure to allege a plausible relevant market in
which competition could be restrained. In any event, the
district court correctly declined to consider the extrinsic
materials, as they were not incorporated by reference or
otherwise integral to the Complaint. See Allen v. WestPoint–
Pepperell, Inc., 945 F.2d 40, 44 (2d Cir. 1991) (stating that,
in adjudicating Rule 12(b)(6) motion, district court must
confine its consideration “to facts stated on the face of the
complaint, in documents appended to the complaint or
incorporated in the complaint by reference, and to matters of
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See Concord Assocs., L.P v. Entm’t Props. Tr., et al., No. 12-

1667, 2014 WL 1396524, at *27 (S.D.N.Y. Apr. 9, 2014). Further,

the court dismissed the plaintiffs’ state law claims, declining

to exercise supplemental jurisdiction under 28 U.S.C.

§ 1367(c)(3).3 Id. The plaintiffs filed a motion for

reconsideration, which the district court denied, reasoning that

it could not consider materials not presented as part of the

Amended Complaint and that, in any event, the plaintiffs’

additional arguments failed to rectify their fatally flawed

market definitions. See Concord Assocs., L.P. v. Entm’t Props.

Tr., No. 12-1667, 2014 WL 5643240, at *6–7 (S.D.N.Y. Nov. 3,

2014).

On appeal, the plaintiffs contend that the district court

erred in deciding that the Amended Complaint failed to allege a

plausible relevant geographic market and that the factual

allegations were insufficient to connect certain of the

defendants to the alleged conspiracy. The plaintiffs also claim

the district court erred in denying them leave to amend the

which judicial notice may be taken”). Further, even if the
documents were properly the subject of judicial notice, judicial
notice would not be appropriate because the plaintiffs did not
rely on the documents in drafting the Complaint. Chambers v.
Time Warner, Inc., 282 F.3d 147, 153 (2d Cir. 2002).
3
In this appeal, the plaintiffs have not specifically
challenged the district court’s dismissal of their state law
claims, and we therefore consider any such challenge to be
waived. See JP Morgan Chase Bank v. Altos Hornos de Mexico, S.A.
de C.V., 412 F.3d 418, 428 (2d Cir. 2005).
8 

Amended Complaint. Because we agree with the district court that

the plaintiffs’ proposed market definition is inherently

implausible, we find that the plaintiffs failed to allege

adequate facts to state a violation of the Sherman Act.

Therefore, we affirm the judgment of the district court

dismissing the complaint.

Analysis

This court “review[s] de novo a district court’s dismissal

of a complaint pursuant to Rule 12(b)(6), construing the

complaint liberally, accepting all factual allegations in the

complaint as true, and drawing all reasonable inferences in the

plaintiff’s favor.” Chambers v. Time Warner Inc., 282 F.3d 147,

152 (2d Cir. 2002).

“To survive a motion to dismiss, a complaint must contain

sufficient factual matter, accepted as true, to ‘state a claim

to relief that is plausible on its face.’” Ashcroft v. Iqbal,

556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly,

550 U.S. 544, 570 (2007)). A claim is facially plausible “when

the plaintiff pleads factual content that allows the court to

draw the reasonable inference that the defendant is liable for

the misconduct alleged,” meaning that there is “more than a

sheer possibility that a defendant acted unlawfully.” Id.

(citing Twombly, 550 U.S. at 556-57). At the same time, there is

no heightened pleading standard in antitrust cases, and the

9 

facts alleged are subject to Federal Rule of Civil Procedure

8(a)’s general requirement of a “short plain statement” of facts

supporting a plausible claim. Todd v. Exxon Corp., 275 F.3d 191,

198 (2d Cir. 2001).

The plaintiffs brought claims under Sections One and Two of

the Sherman Act. Section One of the Sherman Act declares illegal

“[e]very contract, combination . . . , or conspiracy, in

restraint of trade or commerce . . . .” 15 U.S.C. § 1. Section

Two of the Sherman Act makes it illegal “to monopolize, or

attempt to monopolize, or combine or conspire . . . to

monopolize . . . trade or commerce . . . .” 15 U.S.C. § 2.

Section Four of the Clayton Act provides a private right of

action, with a recovery of treble damages, to “any person who

[has been] injured in his business or property by reason of

anything forbidden in the antitrust laws . . . .” 15 U.S.C. §

15(a).

To survive a motion to dismiss, a Sherman Act claim must

“(1) define the relevant geographic market, (2) allege an

antitrust injury, and (3) allege conduct in violation of

antitrust laws.” New York Medscan LLC v. N.Y. Univ. Sch. Of

Med., 430 F. Supp. 2d 140, 145 (S.D.N.Y. 2015). In such actions,

the relevant market is the “‘area of effective competition’

within which the defendant operates.” AD/SAT, Div. of Skylight,

Inc. v. Assoc. Press, 181 F.3d 216, 227 (2d Cir. 1999) (quoting

10 

Tampa Electric Co. v. Nashville Coal Co., 365 U.S. 320, 327-28

(1961)). That is, a market consists of an area where sellers,

“if unified by a hypothetical cartel or merger, could profitably

raise prices significantly above the competitive level.” Id. at

228.

For antitrust purposes, the concept of a market has two

components: a product market and a geographic market. Bayer

Schering Pharma AG v. Sandoz, Inc., 813 F. Supp. 2d 569, 574

(S.D.N.Y 2011). “A relevant product market consists of ‘products

that have reasonable interchangeability for the purposes for

which they are produced—price, use and qualities considered.’”

PepsiCo, Inc. v. Coca–Cola Co., 315 F.3d 101, 105 (2d Cir. 2002)

(per curiam) (quoting United States v. E.I. du Pont de Nemours &

Co., 351 U.S. 377, 404 (1956)). By contrast, “the geographic

market analysis seeks to identify the precise geographic

boundaries of effective competition in order to reach a more

informed conclusion on potential harm to the market.” Mathias v.

Daily News, L.P., 152 F.Supp.2d 465, 480 (S.D.N.Y. 2001).

“Courts generally measure a market’s geographic scope, the ‘area

of effective competition,’ by determining the areas in which the

seller operates and where consumers can turn, as a practical

matter, for supply of the relevant product.” Heerwagen v. Clear

Channel Commc’ns, 435 F.3d 219, 227 (2d Cir. 2006) (citation

omitted), overruled on other grounds by Teamsters Local 445

11 

Freight Div. Pension Fund v. Bombardier Inc., 546 F.3d 196,

201 (2d Cir. 2008).

“Taken together, the product and geographic components

illuminate the relevant market analysis, which is essential for

assessing the potential harm to competition from the defendants’

alleged misconduct.” Mathias, 152 F. Supp. 2d at 481. And this

analysis is equally applicable to claims made under Section Two

of the Sherman Act, because “without a definition of that market

there is no way to measure the defendant’s ability to lessen or

destroy competition.” Xerox Corp. v. Media Sciences Int’l, Inc.,

511 F. Supp. 2d 372, 383 (S.D.N.Y. 2007) (quoting Walker Process

Equip., Inc. v. Food Mach. & Chem. Corp., 382 U.S. 172, 177

(1965) (internal alterations omitted)).

Although market definition is a “deeply fact-intensive

inquiry” not ordinarily subject to dismissal at the pleadings

stage, Todd, 275 F.3d at 199, there is “no absolute rule”

against dismissal where the plaintiff has failed to articulate a

plausible explanation as to why a market should be limited in a

particular way, id. at 200. Thus, in order to survive a motion

to dismiss, it is appropriate for a district court to assess

whether the plaintiffs’ complaint asserts sufficient facts to

allege plausibly the existence of both a product and geographic

market. Id.

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 The district court determined that the plaintiffs’

antitrust claims were subject to dismissal4 because the

plaintiffs had failed to plead a plausible relevant

racing/gaming market in the Catskills region.5 Concord Assocs.,

2014 WL 1396524, at **10, 16-17. It found the plaintiffs’

proposed geographic market “too narrow and inherently

implausible.” Id. at *16. We agree.

The plaintiffs have provided no basis on which to justify

their proposed geographic market definition. Although they

define the relevant market as “the Racing/Gaming Market in the

Catskills region,” Appellants’ Br. 15, an area consisting of

primarily four counties, they also assert that the resort would

draw customers from a “catchment area” consisting of twenty-

4
Because we affirm the district court on the basis that
the plaintiffs failed to allege a plausible geographic market,
we do not decide whether the plaintiffs also failed to allege an
antitrust violation or an antitrust injury.
5
As an initial matter, the plaintiffs claim to have
alleged that the defendants committed a per se violation of
Section 1 of the Sherman Act by engaging in “a group boycott”
and a “refusal to deal,” which relieves the plaintiffs from the
requirement of demonstrating a market-wide anticompetitive
effect. A per se violation involves conduct “so plainly harmful
to competition and so obviously lacking in any redeeming pro-
competitive values that [it is] ‘conclusively presumed illegal
without further examination.’” Capital Imaging Assocs., P.C. v.
Mohawk Valley Med. Assocs., Inc., 996 F.2d 537, 542 (2d Cir.
1993) (quoting Broadcast Music, Inc. v. CBS, 441 U.S. 1, 8
(1979)). We agree with the district court that the plaintiffs
have failed to allege a per se violation of the Sherman Act.
See Concord Assocs., 2014 WL 1396524, at *11.

13 

three counties in New York, Northeastern New Jersey, and

Pennsylvania, with a total population of more than 18–20 million

people. Concord Assocs., 2014 WL 1396524, at *14. Conveniently

for the plaintiffs, this proposed market definition excludes

gambling markets in Connecticut, Pennsylvania, and New Jersey

that are well-known and accessible to residents of the NY Metro

area. We find unpersuasive the plaintiffs’ claim that the bulk

of the resort’s potential customers would not view Atlantic City

and Connecticut as “reasonably interchangeable substitutes for a

Catskills racino in terms of distance as well as regional

character.” Appellants’ Br. 22. Although facilities in the

latter locations are approximately 125 miles from the NY Metro

area rather than 100 miles, the plaintiffs fail to present a

plausible basis for explaining why an additional twenty-five

miles makes the difference. These locations are reasonably

accessible by car to NY Metro area residents, and as the

plaintiffs concede, these other facilities provide amenities

comparable to the plaintiffs’ proposed resort.

As for the “regional character” of the Catskills, the

plaintiffs argue that the Catskills region comprises a “unique”

geographic market for a “racino” and hotel complex based on its

status as a tourist destination with “popular natural resources

for water sports, mountain sports, hunting and golf.” Am. Compl.

¶ 154. However, “[m]erely asserting that a commodity is in some

14 

way unique is insufficient to plead a relevant market. Rather,

an antitrust complaint must explain why the market it alleges is

the relevant, economically significant product market.” B.V.

Optische Industrie De Oude Delft v. Hologic, Inc., 909 F. Supp.

162, 171 (S.D.N.Y. 1995). We agree with the district court that

the plaintiffs have not plausibly alleged why their proposed

resort differs from the variety of other options for tourists to

combine a gambling trip, access to natural resources, and other

related activities available more or less the same distance from

the NY Metro area as Thompson, New York. See, e.g., Smugglers

Notch Homeowners’ Assoc., Inc. v. Smugglers’ Notch Mmgt. Co.,

Ltd., 08 Civ. 186, 2009 WL 1545829 (D. Vt. May 29, 2009),

affirmed, 414 F. App’x 372 (2d Cir. 2011) (holding that antitrust

plaintiffs had not shown why their “vacation properties and

recreation facilities . . . are different from the myriad other

options at ski resorts in Vermont”). We agree with the

defendants’ argument that various locations around New York City

could also be thought of as tourist destinations, where tourists

could gamble and have access to natural resources and other

related activities.

The plaintiffs compare their proposed geographic market to

the Aspen skiing market and the Atlantic City gambling market,

both of which have been implicitly recognized as valid market

definitions in antitrust suits. See Aspen Skiing Co. v. Aspen

15 

Highlands Skiing Corp., 472 U.S. 585, 587-88 (1985); Mirage

Resorts, Inc. v. Trump, No. 97 Civ. 6693(DAB), 1998 WL 898340,

at *2 (S.D.N.Y Dec. 22, 1998). But the plaintiffs in those cases

contended that the markets were highly localized, as tourists

specifically came to Aspen and Atlantic City, and then

considered only product options within those destination

locations for skiing and gambling, respectively. See Aspen

Skiing Co., 472 U.S. at 596 (describing Aspen as a “destination”

market and detailing dispute among ski resorts within Aspen);

Mirage Resorts, Inc., 1998 WL 898340, at *3 (stating plaintiff’s

claim that defendant had “suppress[ed] competition in the

Atlantic City gaming market”). Furthermore, the market

definitions in Aspen Skiing and Mirage Resorts were not subject

to challenge, and the validity of those market definitions was

therefore not at issue. See Aspen Skiing Co., 472 U.S. at 597–98

(explaining that primary issue before jury was whether defendant

had monopolized the market); Mirage Resorts, Inc., 1998 WL

898340, at *2 (stating that defendant’s arguments for dismissal

included plaintiff’s failure to allege anti-competitive

activities, elements of a conspiracy, or injury to competition).

While plaintiffs argue that some gambling markets are

uniquely localized, relying on In the Matter of Pinnacle

Entertainment, Inc., No. 9355, 2013 WL 2444712, at *9–10 (F.T.C.

May 28, 2013), the mere fact that certain gambling markets may

16 

be localized does not relieve the plaintiffs of the requirement

to show why the Catskills gambling market is a localized or

regional market—particularly where the vast majority of

customers are not local and have a myriad of other comparable

options.

Moreover, as the district court noted, “by arbitrarily

excising those alternative options and essentially arguing that

there are no comparable competitors, Plaintiffs exempt

themselves from the requirement of defining the market according

to the rules of interchangeability and cross-elasticity.”

Concord Assocs., 2014 WL 1396524 at *17. In so doing, the

plaintiffs further undermine the plausibility of their antitrust

claims. See B.V. Optische Industrie De Oude Delft, 909 F. Supp.

at 171-72 (“Because a relevant market includes all products

which are reasonably interchangeable, . . . [the plaintiffs’]

failure to define [the] market by reference to the rule of

reasonable interchangeability is, standing alone, valid grounds

for dismissal.”) (internal quotation and citation omitted).

Because plaintiffs failed to plead a relevant geographic

market in the Amended Complaint, the district court correctly

concluded that each of the Sherman Act claims was subject to

dismissal.

Finally, we address the plaintiffs’ argument that the

district court erred by not granting them leave to file a second

17 

 amended complaint. We review for abuse of discretion a district

court’s decision to deny a party leave to amend a complaint.

Grochowski v. Phoenix Const., 318 F.3d 80, 86 (2d Cir. 2003).

The plaintiffs contend that the district court erroneously

determined that the plaintiffs had withdrawn their request for

leave to amend the Amended Complaint. See Concord Associates,

2014 WL 1396524, at *27. We need not decide this question,

however, because granting leave to file a second amended

complaint would have been futile. See Nielsen v. Rabin, 746 F.3d

58, 62 (2d Cir. 2014). Although the plaintiffs’ proposed Second

Amended Complaint alleges two relevant markets—a “Catskills

Racing/Gaming Market,” ¶ 151, and a “Downstate New York

Racing/Gaming Market,” ¶ 158—rather than one market, these

proposed markets refer to the same geographic area as the market

alleged in the Amended Complaint. This re-characterization fails

to remedy the flaws in the plaintiffs’ proposed geographic

market definition.

Conclusion

We hold that the plaintiffs’ pleadings fail to define a

plausible relevant geographic or product market for antitrust

purposes, and that the district court properly dismissed their

Sherman Act claims. The judgment of the district court is

AFFIRMED.

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