Race Tires America, Inc. v. Hoosier Racing Tire Corp.

PRECEDENTIAL

UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT

No. 09-3989

RACE TIRES AMERICA, INC.,
a Division of Specialty Tires of America, Inc.;
SPECIALTY TIRES OF AMERICA, INC.;
SPECIALTY TIRES OF AMERICA (PENNSYLVANIA),
INC.;
SPECIALTY TIRES OF AMERICA (TENNESSEE), LLC,

Appellants

v.

HOOSIER RACING TIRE CORP;
DIRT MOTOR SPORTS INC,
d/b/a World Racing Group

On Appeal from the United States District Court
for the Western District of Pennsylvania
(D.C. Civil No. 2-07-cv-01294)
District Judge: Hon. Terrence F. McVerry
 Argued April 14, 2010

BEFORE: FISHER, and COWEN, Circuit Judges
and DITTER*, District Judge

(Filed: July 23, 2010)

Mark K. Dausch, Esq.
Joseph Decker, Esq. (Argued)
Alan B. Rosenthal, Esq.
Mark D. Shepard, Esq.
Babst, Calland, Clements & Zomnir
Two Gateway Center, 6 th Floor
Pittsburgh, PA 15222

Thomas M. Schultz, Esq.
Polymer Enterprises
Suite 401
4731 Route 30
Greensburg, PA 15601

Counsel for Appellants

*Honorable J. William Ditter, Senior United States District Judge
for the Eastern District of Pennsylvania, sitting by designation.
Donna M. Doblick, Esq.

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Reed Smith
225 Fifth Avenue
Pittsburgh, PA 15222

Donald E. Knebel, Esq. (Argued)
Kendall Millard, Esq.
Deborah E. Pollack-Milgate, Esq.
Aaron M. Staser, Esq.
Barnes and Thornburg
11 South Meridian Street
Suite 1313
Indianapolis, IN 46204

Counsel for Appellee Hoosier Racing Tire Corp.

John R. Gotaskie, Jr., Esq.
Fox Rothschild
625 Liberty Avenue, 29 th Floor
Pittsburgh, PA 15222'

Theodore H. Jobes, Esq. (Argued)
Christine Soares, Esq.
Fox Rothschild
2000 Market Street, 20 th Floor
Philadelphia, PA 19103

Counsel for Appellee Dirt Motor Sports, Inc.,
d/b/a World Racing Group

Helen M. Maher, Esq.

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Boies, Schiller & Flexner
333 Main Street
80 Business Park Drive
Armonk, NY 10504

Counsel for Amicus-Curiae Grand-Am
Road Racing and National Association
for Stock Car Auto Racing, Inc.

Robert W. Powell, Esq.
Dickinson, Wright, Moon, Van Dusen
& Freeman
500 Woodward Avenue, Suite 4000
Detroit, MI 48226

Counsel for Amicus-Curiae
United States Auto Club, Inc.

OPINION

COWEN, Circuit Judge
The Plaintiff in this antitrust matter, a tire supplier,
appeals from the order of the United States District Court for the
Western District of Pennsylvania granting the respective motions
for summary judgment filed by the Defendants, a tire supplier
competitor and a motorsports sanctioning body. Plaintiff’s
claims arise out of the adoption of the so-called “single tire rule”
by various sanctioning bodies in the sport of dirt oval track

4
racing as well as the related exclusive supply contracts between
these sanctioning bodies and the Defendant tire supplier.
Plaintiff further challenges the District Court’s denial of its
motion for leave to amend its complaint. We will affirm.
I.
A.The Parties

We refer to the four companies listed as the Plaintiffs in
the current matter by the name of the parent company, “STA.” 1
STA manufactures and sells speciality tires for a variety of
vehicles, such as aircraft, farming equipment, and racing cars. It
specifically manufactures and sells a “house brand” known as
“American Racer.” This American Racer line includes dirt track
racing tires, asphalt track racing tires, ATV (“all terrain vehicle”)
racing tires, passenger performance tires, and race track
equipment tires. D e f enda nt H oosie r R a c ing T ire C orp.
(“Hoosier”) is a family-owned business, which focuses almost
exclusively on the racing tire business (in contrast to STA, which
sells a large variety of different kinds of speciality tires and is
owned by a holding company named Polymer Enterprises, Inc.).
Hoosier is the largest race tire manufacturer in the world that
specializes in manufacturing racing tires.

1
The four Plaintiff companies are: (1) Race Tires America,
Inc., a Division of Speciality Tires of America Inc.; (2)
Speciality Tires of America, Inc.; (3) Speciality Tires of
America (Pennsylvania), Inc.; and (4) Speciality Tires of
America (Tennessee), LLC.

5
 STA, Hoosier, and the Goodyear Tire and Rubber Co.
(“Goodyear”) represent the three major competitors in the alleged
market of tires for dirt oval track racing in the United States and
Canada. There were at least five competitors in this market in
the 1980s and the 1990s, namely, STA, which was previously
known as McCreary, Hoosier, Goodyear, Firestone, and M & H.

The evidence in the record indicates that Hoosier’s market
share in the dirt oval track market grew from 59.6% in 1998 to
65% in 2000. In terms of sales revenue, Hoosier’s market share
for dirt track racing tires increased from 69% in 2003 to 79% in
2007. For dirt sprint car tires, Hoosier’s market share increased
from 87% in 2003 to 94% in 2007. On the other hand, STA’s
share of the dirt tire market dropped from 29% to 19% between
2003 and 2007, while Goodyear’s share remained the same at
approximately 2%. STA’s dirt sprint tire share likewise fell from
10% in 2003 to 5% in 2007, and Goodyear’s share similarly went
from 3% in 2003 to 1% in 2007.

Defendant Dirt Motor Sports, Inc. d/b/a World Racing
Group (“DMS”) is a motorsports sanctioning body. As explained
in more detail in Section I.B, infra, DMS and the other
sanctioning bodies organize and promote races and, in turn,
promulgate rules governing these races. DMS, in particular,
owns such well-known touring series as the “World of Outlaw
Sprint Car Series” and the “Late Model Series.” It sanctions over
5,000 races per year at over 200 dirt oval tracks in twenty-one
states. In 2005, DMS acquired another sanctioning body known
as United Midwest Promoters (“UMP”). There are two other

6
major sanctioning companies in the field of dirt oval track racing:
(1) Amicus International Motor Contest Association (“IMCA”)
(sanctioning races at approximately 112 dirt oval tracks); and (2)
WISSOTA Promotions, Inc. (“WISSOTA”) (sanctioning races at
approximately fifty-seven dirt oval tracks). Combined, DMS,
IMCA, and WISSOTA sanction modified, late model, sprint, or
stock car races at over 70% of the 636 weekly tracks in the
United States.

B.The Role of Sanctioning Bodies and the “Single Tire
Rule”

As the District Court recognized, the role played by
sanctioning bodies in dirt oval track racing (and, in fact, in
motorsports racing in general) is of special importance here.
Track owners or promoters typically belong to a sanctioning
body, which charges sanctioning fees in exchange for this
privilege of membership. These bodies sanction races, and they
formulate rules for such races. These sanctioning bodies (like the
track owners and promoters) compete to attract car owners
(generally known as “racers”), drivers, and fans to their
respective races. Accordingly, the sanctioning bodies create
various incentives in order to get the most racers, drivers, and
fans.

The record reveals that these sanctioning bodies often
choose to adopt a “single tire rule.” Such a rule generally
requires that a specific tire type and brand be used on one or

7
more wheel positions for one or more classes of cars for a series
of races or racing seasons.

Significantly, the sanctioning bodies generally do not buy
the tires themselves, and the tires are purchased by the
participating racers and drivers. The organizations instead
establish the tire parameters and requirements for the race. Some
rules may define the permissible tire by merely a bead size or
some other physical dimension. Other rules may require that the
tires at one or more wheel locations be a particular type or brand.
Tire rules that do not require a specific brand of tire are generally
called “open tire rules.”

Tires are not the only components of a race car subject to
a single source or manufacturer rule. Sanctioning bodies make
rules that may specify the appropriate carburetors, mufflers,
chassis, or other kinds of equipment to be used. For example,
Amicus United States Auto Club, Inc. (“USAC”) has a “spec
engine rule” for its Ford Focus Midget Series, which requires the
use of Ford engines. United Racing Club (“URC”) has a rule
requiring a single brand of cylinder heads, manufactured by the
sanctioning body’s sponsor. The International Race of
Champions Series mandates that the drivers actually use identical
cars. Regardless of the kind of equipment at issue, the record
indicates that a sanctioning body makes these fundamental
determinations based on an assessment of its own self-interest.

C.Single Tire Rules and Exclusive Agreements

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 Evidence in the record further demonstrates that STA has,
at least in the past, supported the single tire rule. In fact, its own
website takes credit for the concept itself, stating that:

In the 1970's [sic], Joe Jacobs, the developer of the
race tire business that eventually became Race Tires
America, proposed and encouraged race tracks and
promoters to adopt spec tire or track tire rules. Under
this concept, track owners and promoters adopted a
manufacturer’s tire for a particular class of races for
the duration of a racing season. The purpose of the
rule was to avoid the almost constant pace of tire
changes that were particularly costly to racers, and to
encourage racer parity by removing the “‘hot’” tire
setups. With all racers competing on a single tire
design and compound, the tire wars would be quelled
and race results would be more related to a driver’s
skill and ability and not a more expensive “‘state-of-
the-art’” tire. The acceptance of spec tire rules
contributed to the success and popularity of dirt track
racing in America.

(A484.) STA’s website goes on to attack the abuse of such
“spec tire rules,” claiming that such abuse has resulted, inter alia,
in the concentration of market power in the hands of a single
monopolistic tire supplier, the loss of true competition between
the few remaining tire suppliers, and harm to STA, other
suppliers, track owners, promoters, and the drivers themselves.
In this litigation, STA attempts to distinguish its prior support for

9
the single tire rule by claiming that it merely promoted the
adoption of a track rule that would remain in effect for a single
racing season, in contrast to Hoosier’s practice of entering into
a series of exclusive supply contracts with major sanctioning
bodies that, in turn, encompass thousands of races and last for
periods of up to seven years.

In fact, the above statement from the website actually
comes from a proposal by STA for a “Declaration in Favor of
Competition.” The accompanying petition or “Declaration”
expressly calls for: (1) the establishment of track tire rules based
on various objective criteria; (2) the prohibition of “any rule,
policy, or practice mandating or providing for the use of a single
manufacturer’s tire;” (3) the creation of “non-discriminatory
compensation rates” to offset “the cost of driver point funds and
driver amenities;” (4) the related prohibition against tire suppliers
making “lump sum or flat fee” payments to the sanctioning
bodies, promoters, and tracks, and (5) changes on the part of the
tire suppliers in order to ensure adequate inventories and
company representatives at all racing events. (Id.) The petition
also goes on to condemn the fact that the single tire formula
previously used to achieve competitive parity has since evolved
into “a scheme allowing a single manufacturer to capture and
monopolize the market for dirt race tires.” (Id.) It appears that
approximately 1300 racers, drivers, and other racing industry
participants have actually signed STA’s “Declaration in Favor of
Competition.”
Irish Saunders, the contract services manager for Hoosier,
internally circulated a sarcastic e-mail dated September 14, 2007,

10
in response to this “Declaration in Favor of Competition.” This
e-mail purportedly described Hoosier’s “Declaration in Favor of
Taking Over the Industry,” as proposed by the tire supplier’s
general manager, “Smash.”
The District Court also reviewed the process that
sanctioning bodies may use to select a particular supplier under
the applicable tire rule. In short, a sanctioning body may decide
to send a formal Request for Proposal (“RFP”) to the various tire
suppliers. The organization usually requires the supplier to
provide sponsorship contributions. In general, these
contributions may be used as part of the sanctioning body’s
“point funds.” These point funds are generally paid to winning
drivers at the end of the racing season, and they represent one of
the major incentives used by sanctioning bodies to attract racers
and drivers. Nevertheless, the money received by the sanctioning
body may actually be used in whatever manner the sanctioning
body itself wants, such as to fund its general operations. A
sanctioning body, in turn, is certainly free to request a less
expensive tire instead of greater financial contributions.
Furthermore, if a sanctioning body is satisfied with its current tire
supplier, it may elect to remain with that supplier rather than
solicit bids from the supplier’s competitors.
According to STA, “[f]or the years 2003-2007, Hoosier
knew of only seven instances (four of which were after RTA
filed this suit) where sanctioning companies or tracks had
requested competitive bids.” (Appellants’ Brief at 20 (citing
A543-A544).) However, it still appears that the tire suppliers
were generally aware when a contract exists and could seek to
compete for the business if they wanted it. Tire suppliers have

11
accordingly been successful in their efforts to take business away
from their competitors over the years.
The record in this case indicates that STA itself has
competed, often successfully, to become the exclusive supplier
of tires to several sanctioning bodies. In fact, STA, either
directly or through its distributors, has successfully procured
single tire contracts to the exclusion of Hoosier. Its distributors
are required by contract to “interact[] with track
owners/promoters and Associations and to actively pursue track
rule and other race tire business.” (A1439.) Even after the filing
of this lawsuit, STA’s distributors have continued to bid on
exclusive tire supplier contracts, with some success.
Furthermore, STA has repeatedly offered to pay money to the
sanctioning bodies in exchange for an American Racer-only
arrangement. For instance, Lias Tire, an STA distributor,
recently won an exclusive agreement with URC, agreeing, inter
alia, to pay $14,500.00 to this sanctioning body for the right to
provide the exclusive tire at approximately thirty events in 2008.
STA likewise has not instructed its distributors to cease making
such exclusive deals or to refrain from offering or providing
financial support to the sanctioning bodies.
Nevertheless, STA claims that Hoosier’s exclusive single
tire contracts foreclose competition. STA claims that these
exclusive contracts date as far back as 1997, when Hoosier
allegedly began to implement its “form contract” strategy.
Hoosier’s form contract specifically obligates the
sanctioning bodies and tracks “to insure that Hoosier Racing
Tires are the only tires sold or run” in all events. (A1578-A1579
(emphasis omitted).) The form further provides that Hoosier

12
would pay promotional money to the sanctioning body or track.
These promotional fees are unrestricted and accordingly may be
used either for general operations or for point funds. In turn, the
form contains a continuous renewal requirement, providing that
the arrangement would be automatically renewed for another year
unless written notice of intention to terminate was given by
August 1. Such “nullification” of the agreement would allegedly
release Hoosier from its obligation to provide at least some of the
promised financial support. According to STA, “there is a strong
incentive to renew, because non-renewal would jeopardize the
prospect of a November payment” of the promised money.
(Appellants’ Brief at 12.) Hoosier’s “Negotiating Guidelines”
document also indicates that Hoosier seeks longer contracts
based on the respective profit margins. Finally, Saunders sent
out a January 24, 2007 e-mail, which was entitled “American
Racer Pricing” and addressed at some length the issue of
competition between STA and Hoosier.
Hoosier identifies over seventy exclusive contracts that it
or its distributors have entered into with sanctioning bodies since
2003. Although referring in its appellate brief to other
sanctioning bodies, STA generally focuses on five sanctioning
bodies that have selected Hoosier as their exclusive supplier: (1)
IMCA; (2) WISSOTA; (3) American Spring Car Series
(“ASCS”); (4) USAC; and (5) DMS. In turn, the District Court
itself considered at some length the practices of these five
sanctioning bodies, and we will do so as well.

1.IMCA

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 IMCA sanctions races in the Midwest on both dirt and
asphalt surfaces. It appears that, from the 1980s to
approximately 2005, IMCA required its drivers to use the G-60
American Racer tire manufactured by STA. But this long-
standing yet informal arrangement between STA and IMCA
involved no set duration, no up-front money, no penalties, no
automatic renewal, no enforcement mechanism, and was not even
in writing. On the other hand, STA also evidently refused to
disclose pricing information to IMCA or to explain a sharp
increase in its tire prices.
In December 2003, IMCA sent an RFP to Goodyear,
Hoosier, and STA for a three-year exclusive contract. Hoosier
offered a five-year contract, informing the sanctioning body that
this proposal was “very important to our overall business
strategy.” (A1418.) In addition, it evidently proposed substantial
up-front money to IMCA, including a signing bonus, even though
the sanctioning body did not request any such up-front payments.
It further offered to pay IMCA money based on the number of
tires ultimately sold. IMCA eventually entered into a five-year
automatically renewable exclusive contract with Hoosier, which
would, inter alia, purportedly limit price increases in the future.
STA meanwhile has continued to sell its G-60 American Racer
tire to non-IMCA tracks, including at least one track that chose
to drop its IMCA sanction.
2.WISSOTA
WISSOTA has its principal place of business in
Minnesota and sanctions races in Minnesota, North and South
Dakota, Wisconsin, Wyoming, and Canada. It appears that
WISSOTA has had a Hoosier-only rule since 1984. Hoosier

14
extended the contract to 2007 in exchange for Hoosier making a
significant payment of money to be used to pay off a court
judgment obtained by an excluded transmission manufacturer
against the sanctioning body.
In October 2006, WISSOTA sent out an RFP to Goodyear,
Hoosier, and STA. The sanctioning body’s president, Terry
Voeltz, advised STA that its racers and drivers wanted a low tire
price without point funds. STA offered (through a distributor) a
lower tire price than Hoosier (at least at the beginning of the
contract term). It also offered less financial support to the
sanctioning body than Hoosier. On the other hand, Hoosier
proposed a higher (initial) tire price, a higher annual payment to
the sanctioning body, as well as additional payments to the
individual WISSOTA track promoters themselves as part of a
bonus program. In fact, these promoters (and WISSOTA board
members) were already receiving bonus payments from Hoosier.

WISSOTA’s board of directors then met in July 2007 to
review the bids and select an exclusive tire supplier.
WISSOTA’s board decided to accept the Hoosier proposal.
Voeltz testified at his deposition that STA essentially offered the
same price as Hoosier after taking into account STA’s higher
price escalation over the course of the contract. The president
indicated that he had expected to select American Racer tires but
was surprised by STA’s actual bid. In turn, STA informed
WISSOTA in its own bid that “[t]he process that has led to this
proposal has been open, honest and fair.” (A1524.) STA’s
general manager, David Mateer, subsequently discussed the
process with Voeltz, who indicated that STA could have gotten
the contract if it had matched Hoosier’s financial contribution.

15
However, such a matching proposal would have evidently
reduced or eliminated STA’s own profit margin.
3.ASCS
ASCS, headquartered in Oklahoma, runs sprint car races
in several regional series as well as a national series. Since 1999,
Hoosier has had automatically renewing and exclusive contracts
with this sanctioning body. In 2007, STA recognized an
opportunity to become the exclusive right-rear tire supplier for
ASCS’s “360 sprint car series.” ASCS did not circulate a formal
RFP, but STA still met with the sanctioning body and submitted
a bid. Its bid attempted to match Hoosier’s proposal and
included a financial contribution in exchange for exclusivity.
Nevertheless, ASCS ultimately chose to retain its Hoosier-only
rule for the right-rear wheel position.
4.USAC
USAC, headquartered in Indiana, sanctions sprint car
races on both dirt and asphalt races, primarily in the Midwest
and West. It appears that Hoosier has had long-term contracts
with this sanctioning body since before 1998, despite some
tension between the sanctioning body leadership and certain
members regarding these arrangements. In 1998, the USAC
president actually informed these members that the sanctioning
body would remain under contract with Hoosier for only two
more years, which evidently was an inaccurate assertion.
In 2003, USAC decided to implement a right-rear single
tire rule for certain classes, and it accordingly sent out an RFP for
a three-year contract. Goodyear, Hoosier, and STA submitted
competing bids. STA proposed that, for two classes of cars

16
(USAC midgets and sprint cars), the tire business would be split
between various suppliers. STA likewise did not propose
exclusivity for the “Silver Crown” series. Hoosier ultimately
won the contract. Without sending out an RFP, USAC evidently
renewed its exclusive contract with Hoosier for another three
years in 2006. A USAC executive, Rolland Helmling, testified
at his deposition that he was not aware of any particular reason
for the length of the sanctioning body’s contracts with Hoosier.
5.DMS
In 1994, STA, through its distributor, Lias Tire, won the
bid to be the exclusive tire supplier for DMS’s “Big-Block” and
“358” modified races. Hoosier, however, successfully outbid
STA in 1995. Since then, Lias Tire has not bid on another DMS
contract.
Hoosier and DMS have evidently entered a series of
exclusive contracts over an extended period of time. Hoosier’s
exclusive dealings with UMP actually predate the sanctioning
body’s 2005 acquisition by DMS. Furthermore, DMS’s
president, Thomas Deery, went so far as to characterize tires
sales as the “fuel” of UMP. (A1716.) Accordingly, the relevant
contracts have required Hoosier to make financial contributions
to the sanctioning body based on the number of tires ultimately
sold to the racers and drivers participating in the races sponsored
by UMP.
The District Court specifically pointed to the following
four tire contracts between Hoosier and DMS: (1) a 2007-2008
exclusive contract for “UMP Modifieds” and other classes; (2) a
2007-2008 exclusive contract for “DIRT Northeast Big Block
Modified”; (3) a 2007-2009 exclusive contract for the “World of

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Outlaw National Sprint Series”; and (4) a 2008-2010 exclusive
contract for “UMP Late Models.”
It appears that, at least prior to the commencement of this
litigation, DMS did not select its tire suppliers through a formal
bidding process. In fact, it evidently did not possess any specific
procedures or protocols for selecting a tire supplier. The
sanctioning body accordingly did not send any RFPs to STA
prior to October 2007, and it otherwise rejected STA’s various
inquires, stating at one point that Hoosier had more than doubled
its financial support to DMS.
In October 2007, after the filing of this lawsuit, DMS sent
out an RFP to seven different tire manufacturers. It specifically
requested proposals for a one-year contract to be the exclusive
tire supplier for “UMP DIRTcar Late Model Series.” Only
Goodyear, Hoosier, and STA responded. The Hoosier and
Goodyear bids both contemplated an exclusive arrangement, but
STA’s own proposal contemplated “non-exclusivity.” On the
other hand, STA proposed a lower tire price than Hoosier. DMS
ultimately deemed the STA bid to be non-responsive and
awarded a three-year exclusive contract to Hoosier.
In a very similar process, DMS sent an RFP in October
2008 to seven tire manufacturers seeking proposals for a contract
to be the exclusive tire supplier for the “UMP DIRTcar Modified
(NE)” races. Yet again, the same three companies responded
with bids, and, once again, DMS deemed STA’s proposal as non-
responsive because, unlike its competitors, it contemplated a non-
exclusive relationship. DMS therefore ended up awarding
Hoosier another exclusive contract for three years.

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 D. The Sprint Car Summit and Hoosier’s National
Sprint Spec Tire
In July 2006, DMS, competing sanctioning bodies,
promoters, and track operators held a “Sprint Car Summit” to
address the decline in car counts and fans at “410 sprint car”
races. Such “sprint” races are more likely to occur as part of a
“touring” series of races. Touring series, in turn, typically
showcase well-known drivers and promote rivalry between these
prominent drivers and their local challengers. While STA was
not invited, Hoosier was initially asked to attend. However, its
invitation was eventually withdrawn. A t th e S u m m it, th e
attendees discussed several options for regenerating interest in
sprint car racing, including possible tire improvements. After the
Summit, the president of DMS, Deery, and its executive vice
president, Benjamin Geisler, approached Hoosier, requesting that
the tire manufacturer supply a less aggressive sprint tire that
would promote movement and passing. They further discussed
the possibility of entering into a contract to make Hoosier the
exclusive tire supplier for sprint car races. On December 15,
2006, Hoosier accordingly entered into an exclusive three-year
deal to provide right-rear tires for DMS’s “World of Outlaws”
sprint touring series. On the same day, Hoosier issued a press
release announcing that it had developed a “national sprint spec
tire,” which would be available in three different compounds.
As part of this December 15, 2006 contract, Hoosier
promised to pay DMS to solicit competing sanctioning bodies
and others to enter similar exclusive contracts with the tire
supplier. Geisler contacted various sprint car tracks, asking them
to adopt the “national sprint tire rule,” and updated Hoosier itself
as to which tracks and series were signing onto the rule. He

19
specifically informed Hoosier that these “track/series deals” had
to be completed quickly in order to “fend off any plans from
American Racer.” (A1603.) In particular, STA’s per-tire price
for its sprint product was approximately $20 less than the per-tire
price offered by Hoosier for its new “national sprint tire.”
Like DMS, other sanctioning bodies have entered into
automatically renewable contracts with Hoosier, which require
them to promulgate and enforce a Hoosier-only tire rule. For
instance, USAC announced an open tire rule for certain sprint
events in January 2007. When Tony Rose, an STA
representative, heard about a meeting between USAC and
Hoosier, he asked USAC if he could attend, but was turned
down. However, USAC ultimately adopted a Hoosier-only rule
for the sprint events. In addition, a subsequent call by STA’s
general manager, Mateer, to USAC was not returned.
Accordingly, STA’s sprint tire sales have drastically fallen, even
though a sprint racer won in 2006 using its American Racer tire.
It appears that the sprint tire contract between Hoosier and
DMS expired after the current appeal was filed. According to
both Hoosier and DMS, DMS chose not to renew the contract
with Hoosier and instead entered into an exclusive contract with
Hoosier’s competitor, Goodyear.
STA additionally claims that Hoosier and WISSOTA used
their collective market power to defeat a new sanctioning body
called DTRA (“Dirt Track Racing Association”), which
attempted to sanction tracks in WISSOTA’s territory.
Specifically, DTRA racers and drivers would have used less
expensive Goodyear tires. But Paul Menting from Hoosier wrote
to WISSOTA, stating, inter alia, that “this is a sanctioning body

20
war that involves Hoosier because we are partners with Wissota”
and that Hoosier “would desire to attack common threats as
partners.” (A1599.) Hoosier declined to submit a proposal in
response to DTRA’s RFP, stating that, “[i]n order to continue
properly servicing and supplying our existing contract business,
we cannot at this time commit ourselves to fulfilling a Spec Tire
contract.” (A1600.) Hoosier, acting through a distributor, also
purportedly refused to sell to another touring series known as
Carolina Clash because the series allowed its racers and drivers
to use what the series believed was the more popular, cheaper,
and superior American Racer product.
E.The Alleged Costs and Benefits of the Single Tire
Rule and Hoosier’s Exclusive Contracts
The parties and the amici devote a great deal of attention
to the alleged benefits and costs of, inter alia, the single tire rule
and Hoosier’s specific contractual arrangements with the various
sanctioning bodies.
Mateer claimed that Hoosier’s foreclosure rate in dirt late
model racing is approximately 50%. According to STA,
“Hoosier-only rules dictate tires in 76% of [the] late model
touring series in the Midwest, 57% of the modified touring
series, 60% of the late model ‘crate’ series, and 25 of 28 sprint
car series.” (Appellants’ Brief at 18 (citing A1714-A1715,
A1710-A1713).)
STA further claims that the alleged practices have caused
harm to the real consumers, namely the race car owners and
drivers who actually purchase the tires themselves, in the form
of, among other things, higher prices and less choice. The
evidence in the record does indicate that Hoosier generally

21
charges more per tire than STA. Providing yet another example,
STA points out that the sanctioning body for the “Crate Racin
USA” series adopted a Hoosier-only rule, even though Hoosier
offered a per-tire price $50.00 higher than STA. In the time
period after the formal announcement of the rule change but
before its implementation, 40-45% of the drivers in this series
continued to use American Racer tires. More broadly, many
drivers have evidently chosen STA’s American Racer tires when
given the choice to do so, based on such grounds as better
durability and therefore lower tire costs over the long term. For
instance, Victor Lee, the 2008 winning driver of the “Battle of
the Bluegrass” racing series, actually switched from Hoosier to
American Racer, and claimed he cut his tire bill in half because
of the purported superior durability of the American Racer
product. Similarly, race team owners complained to USAC that:
“When USAC made Hoosier the spec tire, costs tripled.”
(A1481.)
On the other hand, STA’s own expert, Dr. David Reitman,
acknowledged the following:
The sanctioning organization or promoter
ultimately decides whether or not to enter into a
contract with Hoosier requiring a Hoosier-only
rule; however they make this decision in their own
best interest, not necessarily in the interests of tire
customers, taking into account the compensation
offered by or negotiated with Hoosier. . . .
(A1921.)
Unsurprisingly, the amici, Hoosier, and (especially) DMS
turn to the rather extensive evidentiary record in this case in an

22
attempt to establish that the single tire rule and the related
exclusive contracts result in significant pro-competitive or sports-
related benefits. Simply put, the following justifications or
benefits have been offered for the rule itself and the related
contracts: (1) supplier concerns; (2) safety; (3) parity; (4)
controlling prices and costs; and (5) increasing car counts and the
number of fans. In turn, the record contains, inter alia, the
deposition testimony or statements of the following individuals
concerning these purported benefits: (1) Doug Bland, the owner
of Springfield (Missouri) Raceway; (2) Kevin Coffey, the owner
of Mountain Raceway; (3) Deery, president and chief operating
officer of DMS; (4) Leonard (“Sam”) Driggers, racing director
of DMS; (5) Justin Fantozzi, Goodyear’s marketing manager; (6)
Helmling, a member of the board of directors of USAC; (7)
Jacobs, the McCreary executive credited with developing the
single tire rule; (8) Mateer, the general manager of STA; (9)
Steve O’Donnell, vice president of racing operations for
NASCAR; (10) Mooney Starr, the general manager of Batesville
(Arkansas) Motor Speedway; and (11) Voeltz, WISSOTA’s
president. While acknowledging the extensive nature of the
evidence presented, we focus on the statements made by the
Plaintiff STA’s own personnel as well as by DMS’s employees,
as the only sanctioning body actually named as a Defendant in
this lawsuit.
STA’s general manager agreed that limiting the number
of tires bought by racers and drivers could be good for racing and
that a single tire rule could reduce costs. Mateer explained that:
If you showed up at the racetrack for the event
with four tires that you had just purchased at your
tire dealer shop, and there’s another tire supplier at
the track showing off their brand spanking new
product, and its considerably faster than the tires
you just bought, those four tires you just bought
are no longer competitive on that racetrack.

23
(A842.) Acknowledging, like STA’s own website, his
company’s role in pioneering the single tire rule, Mateer stated
that STA promoted the rule in order “[t]o eliminate the constant
in-season product development that was requiring the racers to
buy every trick new tire that came along.” (A833.)
In addition, Jacobs actually testified at some length about
the various advantages of the single tire rule in a 1982 deposition
conducted as part of an antitrust lawsuit filed in the United States
District Court for the District of Massachusetts by M & H against
both Hoosier and several tracks and driving clubs who had
adopted the rule and entered into an exclusive arrangement with
Hoosier. M & H’s challenge to the rule itself was ultimately
rejected by the First Circuit. See M & H Tire Co. v. Hoosier
Racing Tire Corp., 733 F.2d 973 (1st Cir. 1984). According to
Jacobs, McCreary supported the single tire rule because it was a
“viable marketing procedure and method” and “a healthy way to
sell race tires.” (A411.) He further emphasized that the rule
reduced tire costs because it countered the incentive for racers
and drivers to get the newest and best tires for each and every
race.
Driggers from DMS similarly testified that the car counts
increased where a single tire rule is in effect:
When you run an open tire rule in my race track
area, which is primarily the midwest for the most
part, you can run a World of Outlaw show or any
of the high dollar sanction – or series races around
the country and your car count with open tire rule
will be half of what it will be on my tire rule.
Because of my tire rule, local guys can go run this
race, pay the $100 entry fee, the pit pass or
whatever else they have to pay and run this race
and possibly go home with some money. If they
have to go buy a four to six different tires to run
this race to be competitive with an open tire rule

24
 and the best they are going to run is 18th or 19th
and they are going to get 700 bucks, it cost them
1,200 bucks to make the 700 bucks so therefore,
they go elsewhere. They go to a UMP sanctioned
race where they don’t have to buy anything.
(A159-60.)
According to Deery, “[r]ace car specifications have been
the cornerstone of motorsports’ development and have allowed
the sport to mature into a fully organized and recognizable
event.” (A1931.) The president of DMS further noted that
“[m]ost of the nationally recognized divisions of racing have a
common set of rules and are usually governed by a single
sanctioning body.” (Id.) Such rules specifically promote
continuity and consistency, thereby benefitting both the racing
competitors and the fans. Defending single tire rules, Deery
claimed that, among other things, “spec tires save money, provide
a level field, are safe and make for a more successful show.”
(A1934.)
For its part, STA vigorously claims that, at the very least,
there are factual disputes with respect to the various benefits
offered by its adversaries to justify the single tire rule and the
related exclusive Hoosier contracts.
With respect to “supplier concerns,” Hoosier itself
evidently has only one tire plant. Hoosier’s own contracts also
contain a “Force Majeure” clause, excusing it from performance
where, for instance, there is a work stoppage or an act of God.
The record demonstrates that these kinds of problems are not
unprecedented. Specifically, the owner of the Fastrak dirt racing
series allowed multiple tire suppliers to sell tires for its races
after Goodyear was unable to fulfill its exclusive tire
commitments due to labor issues.
DMS admitted that there has never been any specific
concerns about tire safety in its open tire rule races. Similarly,

25
Helmling from USAC was unaware of any safety issues when
tire brands competed for business.
Turning to the concept of “parity,” it appears that the
Hoosier-only rule itself may permit the use of different kinds of
Hoosier tires in the same race. For instance, UMP’s rules
evidently have allowed four different Hoosier tires to be used. In
turn, some racers and drivers have requested, not less, but more
tire choices, in order to have more options in the future.
Helmling acknowledged at his deposition that the participants in
USAC’s open sprint races were in parity. Other witnesses
testified that the whole concept of parity means having a different
driver win every night. Nevertheless, there is evidence in the
record indicating less variety of winners in Hoosier-only races.

According to STA, there is no evidence in the record
showing that the failure to enter an exclusive contract with
Hoosier would result in higher costs. It likewise claims that there
is no evidence whatsoever establishing that the Hoosier contracts
have any effect on car counts or fan attendance. In fact, they
point to evidence purportedly showing the opposite.
STA further asserts that, even if the rule otherwise
possessed the claimed benefits, the single tire rule as practiced
here does not represent the least restrictive means to serve these
purported goals. It offers the following alternative: the adoption
of a “limited compound competition” rule, which would allow
racers to select from a specified list of tires from the various
manufacturers. Alternatively, STA proposes that the sanctioning
bodies could choose to limit the number of tires used over the
course of a season. According to STA, the single tire rule also
gives racers and drivers an incentive to cheat by treating their
tires with chemicals, thereby requiring tire inspections before
each race.
F.Procedural History

26
 STA filed its initial complaint in the District Court on
September 25, 2007. Naming Hoosier as the sole Defendant, it
alleged: (1) monopolization in violation of Section 2 of the
Sherman Act; (2) conspiracy to restrain trade in violation of
Section 1 of the Sherman Act; (3) attempted monopolization in
violation of Section 2 of the Sherman Act; (4) conspiracy to
monopolize; and (5) a declaratory judgment claim. Less than a
month later, STA filed an amended complaint adding DMS as the
second Defendant.
On January 10, 2008, the District Court entered a
scheduling order, which, among other things, established a
deadline of May 30, 2008, for the amendment of pleadings. STA
subsequently filed a second amended complaint to add two
additional co-plaintiffs. On May 30, 2008, STA moved to amend
the complaint a third time in order to add a new count alleging
illegal tying under Section 1 of the Sherman Act. The Court
granted this unopposed request, and the third amended complaint
was filed on June 23, 2008.
On November 19, 2008, STA once again sought leave to
amend the complaint, this time wishing to add a count alleging
a concerted refusal to deal or, in other words, a group boycott.
This contested motion was denied by the District Court on
December 16, 2008. According to the District Court, STA failed
to demonstrate the requisite good cause, and the addition of yet
another claim based on a new legal theory would also be
prejudicial to the other parties.
Hoosier and DMS filed motions for summary judgment,
and STA likewise moved for partial summary judgment as to the
defenses of unclean hands and in pari delicto. On September 15,
2009, the District Court granted the motions for summary
judgment filed by Hoosier and DMS (and denied STA’s motion
as moot). It provided an extensive explanation for its ruling in an
accompanying memorandum opinion. Simply put, the District
Court found that: (1) “where, as here, a sanctioning body freely

27
decides to adopt a single tire rule, and then freely selects a
supplier, no antitrust violation is present as a matter of law –
either under Section 1 or 2 of the Sherman Act”; and (2) “STA
has not suffered an ‘Antitrust Injury’ and thus, does not have
standing to bring this action.” (A41 (emphasis omitted).)
STA filed a timely notice of appeal. USAC, National
Association for Stock Car Auto Racing, Inc. (“NASCAR”),
IMCA, and Grand-Am Road Racing have filed an amicus curiae
brief.
II.
The District Court possessed jurisdiction over this
antitrust matter pursuant to 28 U.S.C. § 1331, 28 U.S.C. § 1337,
and 15 U.S.C. § 15. We have appellate jurisdiction under 28
U.S.C. § 1291. We further exercise plenary review over a
District Court’s grant of summary judgment. See, e.g., Harrison
Aire, Inc. v. Aerostar Int’l, Inc., 423 F.3d 374, 380 (3d Cir.
2005).
As the District Court recognized, the resolution of a
summary judgment motion is often an especially difficult task in
the antitrust context, particularly in light of the inherent factual
complexities typically involved as well as the paramount
importance of motive and intent in the legal analysis. This case
certainly is no exception.
Nevertheless, the District Court also properly
acknowledged that summary judgment is not disfavored in the
antitrust context. The entry of summary judgment in favor of an
antitrust defendant may actually be required in order to prevent
lengthy and drawn-out litigation, which may have a chilling
effect on competitive market forces. See, e.g., Capital Imaging
Assoc., P.C. v. Mohawk Valley Med. Assocs., Inc., 996 F.2d
537, 541 (2d Cir. 1993). Furthermore, “‘antitrust law limits the
range of permissible inferences’ that can be drawn ‘from
ambiguous evidence.’” Harrison Aire, 423 F.3d at 380 (quoting

28
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574,
588 (1986)). To avoid summary judgment, an antitrust plaintiff
must come forward with economically plausible evidence
supporting the elements of its claim. See, e.g., Eastman Kodak
Co. v. Image Tech. Servs., Inc., 504 U.S. 451, 468-69 (1992);
Matsushita, 475 U.S. at 587; Harrison Aire, 423 F.3d at 380.
When the evidence in the record is as consistent with permissible
competition as it is with an illegal conspiracy, such evidence,
standing alone, fails to support an inference of an illegal
conspiracy. See, e.g., Matsushita, 475 U.S. at 588. In the end,
the plaintiff in an antitrust case responding to a summary
judgment motion must overcome a “higher threshold,” which is
imposed in order “to avoid deterring innocent conduct that
reflects enhanced, rather than restrained, competition.” In re Flat
Glass Antitrust Litig., 385 F.3d 350, 357 (3d Cir. 2004).
The parties further agree that this Court reviews the denial
of a motion to amend under an abuse of discretion standard of
review. See, e.g., E. Minerals & Chems. Co. v. Mahan, 225 F.3d
330, 339-41 (3d Cir. 2000).
III.
As highlighted by the extensive factual discussion in
Section I, supra, this appeal presents the Court with an unusual
and challenging set of circumstances. Simply put, this case
involves a relatively large number of entities, specifically the
various sanctioning bodies governing the sport of dirt oval track
racing in the United States and Canada, which, over an extensive
period of time dating back decades, have adopted the single tire
rule for various races and, in turn, have entered exclusive
contracts with the major tire suppliers. Furthermore, even though
the parties and the amici cite to a large number of prior cases
from this Court, our sister circuits, and other courts, very few of
these decisions appear to be directly on point. In turn, the
decisions that are, more or less, on point are often distinguishable
on a variety of grounds (or otherwise are not binding on this

29
Court). Finally, the importance of this case goes far beyond the
tire suppliers and sanctioning body actually named as the
Plaintiffs and Defendants. In fact, our result and reasoning could
have an effect beyond the world of dirt oval track racing (or even
motorsports racing in general).
Having fully considered the numerous arguments of the
parties and the amici, the record on appeal, the District Court’s
thorough and carefully reasoned ruling, and the governing legal
principles, we ultimately determine that the District Court
properly ruled in favor of Hoosier and DMS. We reach this
result based on the following considerations: (1) Hoosier clearly
has not coerced, or otherwise improperly interfered with, the
determinations of DMS and the other sanctioning bodies to adopt
the single tire rule and to enter into the respective exclusive
supply contracts; (2) the sanctioning bodies presented, in good
faith, more than sufficient pro-competitive or business
justifications for their actions; and (3) STA has otherwise not
suffered any cognizable antitrust injury because it has had the
opportunity to bid on exclusive supply deals and has in fact done
so with some success.
A.Basic Principles of Antitrust Law
This Court has never directly considered the legality of a
practice like the single tire rule or the specific kind of exclusive
contracts entered by the sanctioning bodies and Hoosier.
Nevertheless, there are certain fundamental and well-established
legal principles that must guide our analysis. The District Court
itself accurately summarized at least some of these principles in
its summary judgment ruling.
Section 1 of the Sherman Act provides that “[e]very
contract, combination in the form of trust or otherwise, or
conspiracy, in restraint of trade or commerce . . . is declared to be
illegal.” 15 U.S.C. § 1. It is well established that this provision
prohibits only “unreasonable” restraints of trade. See, e.g.,

30
NCAA v. Bd. of Regents, 468 U.S. 85, 98 (1984). STA appears
to agree that the “rule of reason” standard applies in this context.
See, e.g., Orson, Inc. v. Miramax Film Corp., 79 F.3d 1358,
1368 (3d Cir. 1996).
“In order to survive summary judgment in cases where
[the rule of reason] applies, the plaintiff must show concerted
action, antitrust injury, evidence that the conspiracy produced
‘adverse, anti-competitive effects within the relevant product and
geographic markets,’ and evidence ‘that the objects of and the
conduct pursuant to the conspiracy were illegal.’” InterVest, Inc.
v. Bloomberg, L.P., 340 F.3d 144, 159 (3d Cir. 2003) (quoting
Rossi v. Standard Roofing, Inc., 156 F.3d 452, 465 (3d Cir.
1998)). The plaintiff may satisfy its burden by showing either
actual anti-competitive effects or proof of the defendant’s market
power. See, e.g., Orson, 79 F.3d at 1367. The notion of “market
power” in this context is defined as the ability to raise prices
above those that would exist in a competitive market. See, e.g.,
id.
The burden then shifts to the defendant to show a
sufficient pro-competitive justification or objective for the
challenged conduct. See, e.g., id. at 1367-68. A restraint cannot
be justified solely on the basis of social welfare considerations.
See, e.g., United States v. Brown Univ., 5 F.3d 658, 678-79 (3d
Cir. 1993). The plaintiff then must demonstrate that the restraint
itself is not reasonably necessary to achieve the stated objective.
See, e.g., Orson, 79 F.3d at 1368. In other words, “[e]ven if an
anticompetitive restraint is intended to achieve a legitimate
objective, the restraint only survives a rule of reason analysis if
it is reasonably necessary to achieve the legitimate objectives
proffered by the defendant.” Brown Univ., 5 F.3d at 678-79
(citations omitted). “‘The true test of legality is whether the
restraint imposed is such as merely regulates and perhaps thereby
promotes competition or whether it is such as may suppress or

31
even destroy competition.’” Orson, 79 F.3d at 1367 (quoting Bd.
of Trade v. United States, 246 U.S. 231, 238 (1918)).
Section 2 of the Sherman Act targets persons “who shall
monopolize, or attempt to monopolize, or combine or conspire
with any other person or persons, to monopolize any part of . . .
trade or commerce.” 15 U.S.C. § 2. This offense of
monopolization has two elements: “‘(1) the possession of
monopoly power in the relevant market and (2) the willful
acquisition or maintenance of that power as distinguished from
growth or development as a consequence of a superior product,
business acumen, or historic accident.’” Eastman Kodak, 504
U.S. at 481(quoting United States v. Grinnell Corp., 384 U.S.
563, 570-71 (1966)). As to the second element, “[a] monopolist
willfully acquires or maintains monopoly power when it
competes on some basis other than the merits.” LePage’s Inc. v.
3M, 324 F.3d 141, 147 (3d Cir. 2003) (en banc) (citing Aspen
Skiing Co. v. Aspen Highlands Skiing Corp., 472 U.S. 585, 605
n.32 (1985)). In turn, the offense of attempted monopolization
has the following three elements: “(1) that the defendant has
engaged in predatory or anticompetitive conduct with (2) a
specific intent to monopolize and (3) a dangerous probability of
achieving monopoly power.” Spectrum Sports, Inc. v.
McQuillan, 506 U.S. 447, 456 (1993) (citation omitted). The
final element requires an inquiry into the relevant product and
geographic market as well as the defendant’s economic power in
that market. See, e.g., id. at 459. In turn, market share, while
crucial, may not always be determinative. See, e.g., United
States v. Microsoft Corp., 253 F.3d 34, 54 (D.C. Cir. 2001) (en
banc) (per curiam). Once the plaintiff demonstrates harm to
competition, the defendant then has to show that it is actually
promoting a pro-competitive or legitimate business objective.
See, e.g., United States v. Dentsply Int’l, Inc., 399 F.3d 181, 187,
196-97 (3d Cir. 2005). Ultimately, Section 2 is directed against
conduct that “unfairly tends to destroy competition itself,” as

32
opposed to even “severe” competition. Spectrum Sports, 506
U.S. at 458 (citations omitted).
STA also claims that it has been the victim of unlawful
“tying.” “‘Tying is defined as selling one good (the tying
product) on the condition that the buyer also purchase another
separate good (the tied product).’” Harrison Aire, 423 F.3d at
385 (quoting Town Sound & Custom Tops, Inc. v. Chyrsler
Motors Corp., 959 F.2d 468, 475 (3d Cir. 1992) (en banc)).
A private antitrust plaintiff must further establish that it
suffered an “antitrust injury” as a result of the misconduct and
therefore possesses the standing necessary to seek relief. The
antitrust laws were enacted “‘for the protection of competition
not competitors.’” Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc.,
429 U.S. 477, 488 (1977) (quoting Brown Shoe Co. v. United
States, 370 U.S. 294, 320 (1962)). Therefore, the injury prong
requires: “(1) harm of the type the antitrust laws were intended
to prevent; and (2) an injury to the plaintiff which flows from that
which makes defendant’s acts unlawful.” Gulfstream III Assocs.
Inc. v. Gulfstream Aerospace Corp., 995 F.2d 425, 429 (3d Cir.
1993) (citing Int’l Raw Materials, Ltd. v. Stauffer Chem. Co.,
978 F.2d 1318, 1327-28 (3d Cir. 1992)).
The District Court correctly recognized that exclusive
supply contracts or exclusive dealing agreements have been
frequently upheld when challenged on antitrust grounds. See,
e.g., E. Food Servs., Inc. v. Pontifical Catholic Univ. Servs.
Ass’n, Inc., 357 F.3d 1, 8 (1st Cir. 2004) (stating that exclusive
dealing contracts are not disfavored by antitrust laws and
ordinarily pose threat to competition only in very discrete
circumstances); Barr Labs, Inc. v. Abbott Labs, 978 F.2d 98, 111
(3d Cir. 1992) (recognizing that “existence of legitimate business
justifications for the [exclusive dealing] contracts also supports
the legality of the global contracts”). “Rather, it is widely
recognized that in many circumstances [exclusive dealing
arrangements] may be highly efficient – to assure supply, price

33
stability, outlets, investment, best efforts or the like – and pose no
competitive threat at all.” E. Food Servs., 357 F.3d at 8 (citation
omitted). Expressly rejecting any assertion that exclusive deals
are subject to a per se rule of illegality, the Seventh Circuit in
Menasha Corp. v. News America Marketing In-Store, Inc., 354
F.3d 661 (7th Cir. 2004), appropriately explained that the
competition to be an exclusive supplier may constitute “a vital
form of rivalry, and often the most powerful one, which the
antitrust laws encourage rather than suppress.” Id. at 663 (citing
Paddock Publ’ng, Inc. v. Chicago Tribune Co., 103 F.3d 42 (7th
Cir. 1996)).
On the other hand, we agree with STA that such exclusive
agreements are not exempt from antitrust scrutiny. In fact, the
Third Circuit addressed exclusive dealing arrangements in its en
banc ruling in LePage’s Inc. v. 3M, 324 F.3d 141 (3d Cir. 2003)
(en banc), and, more recently, in United States v. Dentsply
International, Inc., 399 F.3d 181 (3d Cir. 2005). In the en banc
case, the Court upheld a jury verdict under Section 2 against 3M,
a clearly dominant supplier in the transparent tape market that
paid major retailers through a rebate program “designed to
achieve sole-source supplier status” (and also entered exclusive
dealing agreements with at least two retailers), LePage’s, 324
F.3d at 157, and thereby cut off its plaintiff competitor from “key
retail pipelines,” id. at 160. In Dentsply, this Court reversed the
trial court’s judgment in favor of the defendant, ruling that an
exclusivity policy imposed by an artificial teeth monopoly on its
dealers violated Section 2. Dentsply, 399 F.3d at 184; see also,
e.g., E. Food Servs., 357 F.3d at 8 (providing as “best example”
of possible threat to competition situation in which market itself
is already heavily concentrated and long-term exclusive contracts
then “foreclose so large a percentage of the available supply or
outlets that entry into the concentrated market is unreasonably
constricted”).
B.Application of Legal Principles

34
 We now come to the challenging task of applying these
fundamental legal principles to the specific circumstances
presented by this appeal. Like the District Court, we accept, for
purposes of this Opinion, STA’s definition of the relevant
market, in short: the market for the sale of racing tires that race
on dirt oval tracks in the United States and Canada. Further
following the example set by the District Court (as well as the
parties and the amici), our analysis focuses on the following
components: (1) the fundamental if contested notion of
“coercion”; (2) the various benefits and justifications offered in
support of the single tire rule and the related exclusive contracts
between Hoosier and the various sanctioning bodies; and (3) the
antitrust standing requirement. At the outset, we acknowledge
that these components overlap in practice, although they do
represent rather distinct aspects of the antitrust inquiry. For the
sake of clarity and to avoid unnecessary repetition, we
accordingly: (1) in the coercion discussion, focus on the issue of
whether the sanctioning bodies have been free to adopt the single
tire rule and to enter into an exclusive supply agreement with the
supplier of their choice and also address the specific terms
contained in Hoosier’s contracts; (2) in the justification
discussion, obviously turn to the various justifications and
benefits offered in support of the single tire rule itself as well as
the appropriate degree of deference to be accorded the
determinations of sanctioning bodies and similar sports-related
organizations; and (3) in the antitrust injury analysis, consider
whether STA has had a real opportunity to compete with Hoosier
for single tire business in this market.
1. “Coercion”
The notion of “coercion” occupied an especially
important role in the District Court’s reasoning. Hoosier, DMS,
and the amici likewise emphasize this concept on appeal. For its
part, STA vigorously contests the role of the concept itself, and,
in the alternative, it contends that there are genuine issues of

35
material fact as to whether Hoosier has actually “coerced,” or
otherwise colluded with, the various sanctioning bodies.
We do acknowledge that the District Court did not cite to
any specific case or any other authority in support of its assertion
that coercion constitutes an essential element of a successful
antitrust claim in the present circumstances. STA, among other
things, quotes a leading antitrust commentator, who stated that
“‘it matters little whether one views exclusive dealing as
“imposed” by the dominant firm or “agreed upon” by the
dominant firm and its dealers.’” (Appellants’ Brief at 35
(emphasis in quotation omitted) (quoting H. Hovenkamp,
Antitrust Law ¶ 1800c5, at 20 (Aspen 2005)).)
We note, however, that this concept has played a key, if
sometimes unexplored, role in the relevant case law, especially
in the Section 2 context. For instance, the Court in Dentsply
expressly noted that, among other things, the exclusivity policy
at issue was “imposed by a manufacturer on its dealers,”
Dentsply, 339 F.3d at 184, and that, “[w]hile the [customers]
might prefer to sell the [products] of multiple manufacturers, if
faced with an ‘all or nothing’ choice they may accede to the
dominant firm’s wish for exclusive dealing,” id. at 195 (quoting
Areeda & Hovencamp, Antitrust Law ¶ 1802e3, at 78-79 (2d ed.
2002)). Likewise, the en banc Court in LePage’s confronted a
situation in which the seller, which had clear monopoly power
over the market, induced retailers to purchase a full line of
products from it, including products its competition did not
make, with the intent of forcing any such competition from the
market and then raising prices. LePage’s, 324 F.3d at 157-63.
In Santana Products Inc. v. Bobrick Washroom
Equipment, Inc., 401 F.3d 123 (3d Cir. 2005), the plaintiff toilet
partition manufacturer brought claims under Sections 1 and 2 of
the Sherman Act after the government selected its competitor’s
products based on the specifications chosen by the government’s
architects, alleging, inter alia, that the competitor and its

36
representatives falsely claimed that the plaintiff’s own products
were a fire hazard. Id. at 125-28. This Court ultimately affirmed
the summary judgment granted in favor of the competitor,
rejecting the group boycott claim and instead concluding that
there was no restraint where the decision to choose a product was
in the hands of the decision-maker (i.e., the architects) for the
consumer (i.e., the government). Id. at 133 (“Unlike cases where
the alleged exclusionary conduct leaves the consumer with no
input whatever, the decision to specify ‘was always ultimately in
the hands of the consumer.’” (quoting Stearns Airport Equip.
Co., Inc. v. FMC Corp., 170 F.3d 518, 525 (5th Cir. 1999))).
Because the plaintiff failed to allege that the defendants
“engaged in coercive measures that prevented [the plaintiff] from
selling its products to any willing buyer or prevented others from
dealing with [the plaintiff],” id. at 132, it was never really
“excluded from competition,” id. at 133. “‘Without a showing of
some other factor, we can assume that a customer will make his
decision only on the merits,’” and the appropriate response in
such circumstances “‘would seem to be an increase in the losing
party’s sales efforts on future potential bids, not an antitrust
suit.’” Id. (quoting Stearns, 170 F.3d at 525).
In the end, although we do not hold that coercion is an
essential element of every successful antitrust claim, we conclude
that coercion is a fundamental consideration in the present
circumstances, namely, where various sports sanctioning bodies
have freely adopted their own equipment rules and then freely
entered into exclusive contracts with the respective suppliers.
However, we add that Hoosier and DMS are not entitled to
summary judgment merely because there is an absence of
coercion or interference on the part of Hoosier. On the contrary,
the sanctioning bodies must still offer good faith justifications for
the alleged conduct. As discussed in Section III.B.2, infra, DMS
and the other sanctioning bodies do present more than adequate
justifications for their actions.

37
 STA, in turn, raises a variety of contentions in support of
its theory that there are genuine issues of material fact with
respect to the existence of either coercion on the part of Hoosier
or, at the very least, collusion between Hoosier and the various
sanctioning bodies, especially DMS. The District Court did
acknowledge that Hoosier’s standard form contract provides for
payments to the sanctioning body, lasts for a lengthy period of
time, contains an automatic renewal provision, and allegedly
provides that, if the sanctioning body exercised its right not to
renew, the remaining financial contribution to the sanctioning
body would be forfeited. We likewise are particularly troubled
by the so-called Sprint Summit and the resulting relationship
between Hoosier and DMS. This Court nevertheless finds that
the various contentions raised by STA fail to demonstrate the
existence of a genuine issue of material fact as to whether its
competitor has coerced or otherwise unduly interfered with the
decision-making process of the various sanctioning bodies.
Initially, we must not overlook the crucial and undisputed
fact that, in the words of STA’s own expert, “[t]he sanctioning
organization or promoter ultimately decides whether or not to
enter into a contract with Hoosier requiring a Hoosier-only rule
. . . in their own best interest.” (A1921.) In fact, it appears clear
that the major sanctioning bodies themselves generally prefer the
single tire and, at least sometimes, desire a Hoosier-only rule.
The present circumstances actually resemble the situation
described by the Seventh Circuit in Menasha:
That retailers and manufacturers like exclusive
deals implies that they serve the interests of these,
the consumers of couponing services [provided by
the plaintiff and its competitor defendant]. When
the consumers favor a product or practice, and only
rivals squawk, the most natural inference is that
the complained-of practice promotes rather than

38
 undermines competition, for what helps consumers
often harms other producers such as [the plaintiff].
Menasha, 354 F.3d at 663.
Furthermore, it appears that it is a common and generally
accepted practice for a supplier to provide a sports sanctioning
body or similar sports-related organization financial support in
exchange for a supply contract (although such practices, no
matter how widely followed, cannot be characterized as totally
innocuous). In fact, STA has actually engaged in such behavior
and has specifically included offers of financial support in its
various successful and unsuccessful proposals to the respective
sanctioning bodies over the years. In turn, these financial
contributions may be used as part of the sanctioning body’s point
funds, and such point funds constitute a crucial incentive offered
by the sanctioning body to attract prospective racers and drivers
to its own races. As to the amount and specific terms of the
contributions, it is no more an act of coercion, collusion, or
improper interference for Hoosier, STA, or any one else to offer
more money to the sanctioning body than it is for such suppliers
to offer the lowest tire prices. In any case, the sanctioning body
itself remains free to pick the supplier that it believes will
provide the best deal. Similarly, neither the lengthy duration of
the Hoosier contracts nor their renewal terms represent real
evidence of coercion or interference. The respective sanctioning
body simply may enter a contract with the tire supplier of its
choice. If anything, the actual terms contained in Hoosier’s form
contract appear to be completely consistent with what one would
actually expect to find in an exclusive supply arrangement.2

2
We also do not overlook the fact that it is the racers and the
drivers that ultimately purchase the racing tires. Unlike in
Dentsply and LePage’s, we accordingly are not dealing with the
case of a supplier entering exclusive arrangements with retailers,
which purchase the products at issue for resale to the ultimate

39
 2.Benefits and Justifications of the Single Tire Rule
Initially, the Court agrees with the position of the amici
that motorsports sanctioning bodies, as well as similar
organizations in other sports, deserve a bright-line rule to follow
so they can avoid potential antitrust liability as well as time-

customers. It is undeniably troubling that the evidence in the
record indicates that the interests of at least some of the racers,
drivers, and others have evidently diverged from the interests
(and actions of) the governing sanctioning bodies. For instance,
more than one thousand racers, drivers, and other industry
participants have actually signed STA’s “Declaration in Favor
of Competition,” attacking the single tire formula as a
monopolistic practice and calling for its replacement. On an
even more basic level, it appears clear that, the more a tire
supplier offers a sanctioning body in terms of financial support,
the more the racers and drivers have to pay for the tires
themselves. At the very least, such circumstances further
complicate this case, providing at least some support for STA’s
antitrust claims against Hoosier and DMS.

We, nevertheless find that such considerations ultimately
do not assist STA. As already noted, the financial contributions
do ultimately benefit the actual tire purchasers, either directly in
the form of point funds or indirectly by providing the financial
resources allowing the sanctioning bodies to function and hold
the races in the first place. Furthermore (and as explained in
more detail in Section III.B.3, infra), the purchasers otherwise
remain free to “vote with their trailers” by not participating in a
sanctioning body’s races because of its adoption of a single tire
rule or its entry into an exclusive deal with Hoosier. We further
add that no racer or driver has actually joined STA as a Plaintiff
in this litigation or otherwise filed an amicus curiae brief in its
favor.

40
consuming and expensive antitrust litigation. In fact, this current
lawsuit is the second federal antitrust case brought against
Hoosier arising out of the single tire rule. In M & H Tire Co. v.
Hoosier Racing Tire Corp., 733 F.2d 973 (1st Cir. 1984), the
First Circuit rejected an antitrust challenge by a tire supplier, M
& H, to the adoption of such a rule by several race tracks and
driving clubs as well as their entry into an exclusive contract with
Hoosier. Id. at 974-89. Likewise, there have been other antitrust
lawsuits challenging the adoption of racing equipment rules of
various kinds. See Brookins v. Int’l Motor Contest Ass’n, 219
F.3d 849 (8th Cir. 2000) (transmission rule); STP v. U.S. Auto
Club, Inc., 286 F. Supp. 146 (S.D. Ind. 1968) (engine
specification rule). While the sanctioning body defendants
ultimately prevailed in all three cases, see Brookins, 219 F.3d at
852-55; STP, 286 F. Supp. at 171, it has undoubtedly come at
considerable expense. Contrary to the pro-competitive purposes
of antitrust law, this expense may have a very real anti-
competitive effect, especially on the smaller sanctioning bodies.
Furthermore, if the Court fails to adopt a relatively clear rule
here, motorsports sanctioning bodies, in the apt words of the
amici, “will have to chart a narrow, and perhaps unsustainable,
course, between (1) the Scylla of anti-competitive, expensive,
and unsafe rules and (2) the Charybdis of the optimum rules for
the sport accompanied by potential antitrust litigation and
exposure, including the crippling expense in defending their
legitimate right to promulgate their own rules.” (Amicus Brief
at 9-10.) Nevertheless, we must be careful not to establish an
overly broad rule detached from the specific facts now before us,
especially in light of the highly fact-specific nature of the
antitrust standards themselves.
Accordingly, sports-related bodies should be given leeway
with respect to their adoption of equipment requirements as well
as their related decision to enter exclusive contracts with the
respective suppliers. As highlighted by the racing case law cited
above, it appears that the courts have generally accorded sports

41
organizations a certain degree of deference and freedom to act in
similar circumstances. See, e.g., Am. Needle, Inc. v. NFL, — S.
Ct. —, 2010 WL 2025207 (May 24, 2010) (exclusive football
headwear license); McCormack v. NCAA, 845 F.2d 1338 (5th
Cir. 1988) (NCAA football eligibility rules); Gunter Harz Sports,
Inc. v. U.S. Tennis Ass’n, Inc., 665 F.2d 222 (8th Cir. 1981) (per
curiam) (prohibition of double-strung tennis rackets); Hatley v.
Am. Quarter Horse Ass’n, 552 F.2d 646 (5th Cir. 1977)
(definition of “quarter horse”); Deesen v. Prof’l Golfers Ass’n,
358 F.2d 165 (9th Cir. 1966) (PGA eligibility rules); Toscano v.
PGA Tour, Inc., 201 F. Supp. 2d 1106 (E.D. Cal. 2002) (same).
Even STA appears to acknowledge that such organizations are
entitled to some deference. However, the standard it offers,
requiring, inter alia, that the rules be adopted by a neutral and
unbiased body and that they do not result in any significant
market foreclosure, does not seem very deferential. Among other
things, such an approach would preclude sanctioning bodies from
entering into an exclusive equipment contract with a supplier that
already has a high share of the relevant geographic or product
markets.
We further believe that a deferential and bright-line
approach is especially appropriate in light of the practical
restraints faced by the sanctioning bodies in this case. Even
though they may, among other things, receive significant
financial support from the suppliers, DMS and the other
sanctioning bodies do not have unfettered discretion in adopting
rules, entering exclusive arrangements, or imposing higher
equipment costs on the racers and drivers. It is well established
that the sanctioning bodies compete for racers and drivers, and
these racers and drivers in turn are more than able to, in the
words of amici, “vote with their trailers.” (Amicus Brief at 14.)
Fewer racers and drivers mean less for the sanctioning body in
terms of the entry fees charged to the participating racers and
drivers themselves as well as a possible decrease in the number
of tickets and revenues earned from concessions and other

42
sources of money (at the very least because the friends and
families of non-participating racers and drivers would be much
less likely to attend). In turn, this can lead to a “death spiral”
because lower gate receipts and other forms of revenue mean
lower prize purses, which means less interest among racers and
drivers, which results in even less revenue to the sanctioning
body, and so on. Ultimately, the sanctioning bodies which
consistently make the wrong business decisions face the prospect
of going out of business. They, like other kinds of businesses,
also have no long-term interest in the creation of a monopolist in
their own supply chains. If Hoosier actually were a monopolist,
not only could it charge racers and drivers whatever it wanted for
tires, it could also reduce its monetary payments to the
sanctioning body or eliminate such support altogether. See, e.g.,
Menasha, 354 F.3d at 663 (“Why would these entities shoot
themselves in the feet by signing (retailers) or favoring
(manufacturers) exclusive contracts that entrench [the defendant]
as a monopolist that then can apply the squeeze.”). Finally, the
fact that not all races are governed by single tire rules shows that
the sanctioning bodies can and do recognize that not all forms of
racing in all parts of the country are identical and that such
bodies are more than able to adopt the rule that best advances the
particular kind of racing at issue.
This Court therefore approaches the actions of DMS and
the other sanctioning bodies with a degree of deference and we
adopt the following general rule: the Sherman Act does not
forbid sanctioning bodies and other sports-related organizations
from freely (i.e., without any coercion or improper interference)
adopting exclusive equipment requirements, so long as such
organizations otherwise possess, in good faith, sufficient pro-
competitive or business justifications for their actions. At the
same time, we wish to make it clear that we are not granting any
kind of antitrust immunity. Cf., e.g., Am. Needle, — S. Ct. —,
2010 WL 2025207, at *11 n.7 (attacking Seventh Circuit
concerted action ruling for, inter alia, “carv[ing] out a zone of

43
antitrust immunity for conduct arguably related to [NFL] league
operations by reasoning that coordinated team trademark sales
are necessary to produce ‘NFL football’”). For instance, we are
not confronted with a situation in which the sanctioning body
offers absolutely no justification whatsoever for its actions or its
justifications are offered in bad faith or are otherwise
nonsensical. Instead, we will affirm the District Court’s ruling
because there are several good faith justifications for the
sanctioning bodies’ single tire rule.
We acknowledge that STA vigorously attacks the single
tire rule itself, arguing that there were less restrictive alternatives.
According to STA, there are, at least, genuine issues of material
fact with respect to each and every benefit and justification
offered by Hoosier, DMS, and the amici in support of the rule
itself. To a certain degree, such a vigorous if understandable
attack actually serves to highlight our reluctance to second guess
the decisions made by a sanctioning body regarding the basic
rules and guidelines of its sport. In fact, STA’s extensive
challenge to the single tire rule constitutes an attack on the very
raison d’etre of the sanctioning bodies, which exist in order to set
certain ground rules and then run races in conformity with such
rules. In any case, we agree with the District Court that the
sanctioning bodies have properly adopted the single tire rule
because they believe such a rule creates more exciting races,
ensures equal access to a uniform product, leads to increased
safety, and lowers the costs of tires by eliminating the so-called
“tire wars.”
In fact, STA’s whole challenge to the single tire rule has
a simple yet serious flaw. It was STA that actually pioneered and
promoted the whole idea in the first place. STA’s own website
claimed credit for promoting “spec tire or track rules,” in which
“track owners and promoters adopted a manufacturer’s tire for a
particular class of races for the duration of a racing season.”
(A484.) In turn, it claimed that such a rule had several benefits,

44
including the avoidance of constant and costly tire changes and
the encouragement of parity between racers and drivers, and that
its adoption even contributed “to the success and popularity of
dirt track racing in America.” (Id.) Jacobs actually defended the
rule as part of the M & H litigation. More recently, STA’s
general manager, Mateer, testified at his deposition in this
litigation that limiting the number of tires bought by racers could
be good for the sport itself and that a single tire rule also could
reduce costs. Further acknowledging STA’s own role in
developing the rule, Mateer added that it was created in order
“[t]o eliminate the constant in-season product development that
was requiring the racers to buy every trick new tire that came
along.” (A833.)
We recognize that STA has turned against the rule itself,
at least as in its more recent form. In turn, it attempts to explain
its prior support for the rule and how Hoosier has usurped and
distorted the rule into an anti-competitive tool. STA certainly
has a right to change its position, but the past support provided
for the rule now challenged in this litigation cannot be
overlooked so easily.
In any case, even setting aside STA’s prior conduct, the
record here clearly establishes that there are more than ample
justifications for the single tire rule. DMS specifically discusses
in some detail the statements made by eleven separate individuals
regarding the various benefits arising out of a single tire rule.
For instance, Driggers, who serves as the racing director for
DMS, explained in some detail how the car counts increase under
a single tire rule. Likewise, the sanctioning body’s president,
Deery, indicated that these equipment rules have long been
recognized as a “cornerstone” of motor racing. (A1931.)
Specifically defending the single tire rule, Deery asserted that
“spec tires save money, provide a level field, are safe, and make
for a more successful show.” (A1934.)

45
 In the end, we recognize that STA and others have serious
issues with the single tire rule, at least in its current form. They
otherwise remain free to argue that such a rule and the related
exclusive contracts harm both the competitive process and the
sport of dirt oval track racing. In fact, the racers and drivers
themselves are free to “vote with their trailers” by not
participating in races conducted under a single tire or Hoosier-
only rule. Following the District Court, we nevertheless find that
DMS and the other sanctioning bodies possess good faith
justifications, amply supported in the record, for adopting a well-
established rule actually developed and defended by STA itself.
In such circumstances (and in the absence of any coercion or
improper interference on the part of the respective suppliers),
such sports-related organizations should have the right to
determine for themselves the set of rules that they believe best
advance their respective sport (and therefore their own business
interests), without undue and costly interference on the part of
courts and juries.
3.Antitrust Injury
We next come to the question of antitrust injury and
standing. To establish antitrust injury, a plaintiff must show
harm to competition, not just harm to the plaintiff competitor.
See Brunswick Corp., 429 U.S. at 488. We agree with the
District Court that STA does not satisfy this requirement.
It is well established that competition among businesses
to serve as an exclusive supplier should actually be encouraged.
See, e.g., Menasha, 354 F.3d at 663 (recognizing that
competition to become exclusive supplier “is a vital form of
rivalry, and often the most powerful one, which the antitrust laws
encourage rather than suppress” (citation omitted)). In Section
III.B.1, supra, this Court explained in some detail how the
sanctioning bodies are free to adopt a single tire rule and then
contract with the supplier of their choice without any undue

46
interference or coercion on the part of Hoosier. Our focus now
shifts to whether STA has been able to compete for this business.
We acknowledge that the process used by the various
sanctioning bodies has too often been less than perfect. The
District Court partly recognized as much, noting that the
sanctioning bodies may elect to dispense with sending out a
formal RFP to the various tire suppliers. In fact, DMS did not
select its tire suppliers through a formal bidding process prior to
the start of this litigation, and it evidently did not possess specific
procedures or protocols for selecting a tire supplier. We similarly
continue to be troubled by certain other aspects of the process
used to select a supplier, especially the fact that tire suppliers
provide financial support to the sanctioning bodies, even though
such bodies do not actually purchase the tires. See, supra, n.2.
Nevertheless, the record here clearly establishes the
existence of competition on the part of the remaining suppliers
for the valuable right to serve as an exclusive provider of tires.
Accordingly, the District Court properly recognized that the
suppliers themselves are generally well aware of what is going on
in the marketplace, and they actually have been able to take
business away from their competitors over the years. For
instance, STA has continued to respond to RFPs from the various
sanctioning bodies, and it has also attempted to win an exclusive
contract even in the absence of a formal proposal from the
sanctioning body itself. We note that STA evidently has had
some success in this market, especially in the past. In fact, it has
served as the exclusive tire supplier for a number of sanctioning
bodies.3

3
We specifically note that: (1) from the 1980s to
approximately 2005, IMCA required its cars to use the G-60
American Racer tire manufactured by STA; (2) in 2006-2007,
STA responded, without success, to an RFP for an exclusive tire
contract sent out by WISSOTA; (3) although there was no

47
 In the end, STA never suffered the kind of injury that
gives rise to an antitrust claim. On the contrary, it has had the
clear opportunity to compete and did compete, sometimes
successfully, for the exclusive tire contracts. See, e.g., NicSand,
Inc. v. 3M Co., 507 F.3d 442, 456 (6th Cir. 2007) (en banc)
(“When one exclusive dealer is replaced by another exclusive
dealer, the victim of the competition does not state an antitrust
injury.” (citation omitted)); U.S. v. Aluminum Co. of Am., 148
F.2d 416, 430 (2d Cir. 1945) (Hand, J.) (“The successful
competitor, having been urged to compete, must not be turned
upon when he wins.”). Accordingly, the District Court was
correct to grant summary judgment in favor of Hoosier and DMS

formal RFP, STA submitted a proposal to ASCS in 2007, in
which it offered a financial contribution in exchange for
exclusivity; (4) STA submitted a bid in response to USAC’s
RFP, although its bid, among other things, did not propose
exclusivity; (5) an STA distributor won the bid to be UMP’s
exclusive tire supplier for certain races in 1994 but was then
outbid by Hoosier in 1995; (6) after the filing of this lawsuit,
STA responded with seemingly non-exclusive and ultimately
unsuccessful bids to 2007 and 2008 RFPs from DMS; and (7)
Lias Tire, an STA distributor, won an exclusive agreement with
URC and further agreed to pay this sanctioning body $14,500.00
to be the single tire at approximately thirty (30) events.

Furthermore, Hoosier and DMS should not be held
legally accountable for STA’s recent pattern of submitting “non-
exclusive” bids to the respective sanctioning bodies, even after
the sanctioning bodies expressed a desire for an exclusive
relationship.

48
because of this failure to meet the antitrust injury requirement.4

C.The Denial of the Motion for Leave to Amend
Finally, this Court must consider whether the District
Court properly denied STA’s request for leave to amend its
complaint in order to add an express refusal to deal or group
boycott claim to the five substantive causes of action it had
already alleged. We find that the District Court did not abuse its
discretion by rejecting a last-minute attempt to amend a pleading
for the fourth time.
Given the fact that this motion was filed sometime after
the expiration of the May 30, 2008 deadline stated in the District
Court’s own scheduling order, the District Court purportedly
applied the “good cause” standard of Federal Rule of Civil
Procedure 16(b)(4) (providing that “[a] schedule [set forth in a
scheduling order] may be modified only for good cause and with
the judge’s consent”), as opposed to the more liberal approach to
amendments established in Federal Rule of Civil Procedure
15(a)(2) (providing that “[t]he court should freely give leave
when justice so requires”). It further stated that, unlike Rule
15(a)(2) and its focus on the question of prejudice to the non-
moving party, Rule 16(b)(4) focuses on the moving party’s
burden to show due diligence. While the District Court indicated
that we have yet to address this tension between Rule 15(a)(2)
and Rule 16(b)(4), STA acknowledges on appeal that it had the
burden to demonstrate good cause and due diligence (and the
District Court itself ultimately found that the proposed
amendment would in fact prejudice the other parties).
The District Court properly denied leave to amend.
According to STA, it could not have discovered the key facts

4
All six of STA’s claims, including STA’s illegal tying claim,
were properly dismissed on this ground.

49
supporting this new claim until it reviewed “hundreds of
thousands of late-produced documents,” which were not provided
until after the deadline to amend had already passed.
(Appellants’ Brief at 57.) In turn, STA specifically takes issue
with: (1) the District Court’s statement that “‘it is not easy for
the Court to discern when Plaintiffs were, or should have been,
aware of the basis for the group boycott claim;’” (2) the District
Court’s reliance on STA’s failure to amend the scheduling order
to seek more time for discovery (arguing that such a failure
actually highlighted STA’s own diligence); and (3) the District
Court’s finding of prejudice (on the grounds that STA never
requested any additional discovery in its motion to amend). (Id.
(citation omitted).) On the other hand, as a practical matter, it
bears repeating that this was the fourth time that STA desired to
amend its complaint in this already very complicated and highly
contentious litigation, in which STA had already alleged multiple
theories of relief. Furthermore, STA evidently informed the
District Court that, “during an October 29, 2008 deposition of
Hoosier’s sales manager, Paul Mentink, Plaintiffs learned that the
‘Hoosier-only’ rules known as the ‘national sprint tire’ rule . . .
. originated from a July 2006 Sprint Summit meeting in
Pittsburgh arranged by [DMS].” (A7 (citation omitted).) The
District Court then, quite reasonably, noted that: (1) the original
complaint actually included an attached copy of the December
15, 2006 statement by Hoosier announcing the creation of a new
sprint car tire at the request of several sanctioning bodies and
tracks; and (2) the previous complaints expressly alleged that
Hoosier agreed with multiple sanctioning bodies to develop a
new sprint tire that the sanctioning bodies would use in their
races. The District Court also understandably wanted this
complicated case to move forward to its ultimate resolution. In
any case, any attempt to add a new claim would be moot given
our ruling on the merits of STA’s existing claims. Therefore, we
are unable to find that the District Court abused its discretion
here.

50
 IV.
For the foregoing reasons we will affirm the District
Court’s rulings in favor of Hoosier and DMS.

51