Clarifying “Antitrust Injury” vs. Substantive Pleading and Reaffirming Rule‑of‑Reason Requirements for Vertical Restraints: Amigo Shuttle v. Port Authority (2d Cir. 2025)

Clarifying “Antitrust Injury” vs. Substantive Pleading and Reaffirming Rule‑of‑Reason Requirements for Vertical Restraints: Amigo Shuttle v. Port Authority (2d Cir. 2025)

Court: U.S. Court of Appeals for the Second Circuit (Summary Order)

Decided: September 11, 2025

Panel: Chief Judge Livingston; Circuit Judges Cabranes and Parker

Introduction

This commentary examines the Second Circuit’s summary order in Amigo Shuttle Inc. v. Port Authority of New York and New Jersey, No. 25‑83 (2d Cir. Sept. 11, 2025), affirming the dismissal of federal and state antitrust claims brought by Amigo Shuttle Inc. and its principal, Michael H. Connery, Jr. The lawsuit alleged that the Port Authority of New York and New Jersey and several of its officials conspired with Kew T. Flyer Inc. (KTF) and Christina Contumelio to grant KTF a monopoly over transporting commercial airline employees between JFK Terminals 4 and 5 and destinations in New York and New Jersey. The district court dismissed the complaint and denied leave to amend; the Second Circuit affirmed on the alternative ground that plaintiffs failed to plead a substantive antitrust violation under the Sherman Act and New York’s Donnelly Act.

Although issued as a nonprecedential summary order (and thus not binding authority under the Second Circuit’s rules), the decision provides persuasive guidance on three recurring issues in antitrust litigation:

  • How to distinguish “antitrust injury” and “antitrust standing” issues from the antecedent question whether the complaint alleges a substantive antitrust violation at all;
  • What it takes to plausibly plead an “agreement” under Section 1—especially when the alleged conspirators occupy different levels of the market (vertical restraints); and
  • What a plaintiff must allege to state a monopolization claim under Section 2, including a cognizable relevant market and exclusionary conduct, and why a repackaged “refusal to deal” theory is futile absent new factual matter.

Summary of the Opinion

The Second Circuit affirmed dismissal of the complaint, holding that plaintiffs failed to plausibly allege any substantive antitrust violation, rendering it unnecessary to reach the district court’s alternative rationale concerning state‑action immunity. Key points include:

  • Section 1 (Agreement): Plaintiffs did not plausibly allege an agreement among the Port Authority defendants and KTF. Conclusory assertions “upon information and belief” about relationships or motives do not support an inference of a conspiratorial agreement, and allegations suggested, at most, unilateral action by Port Authority officials.
  • Per se vs. Rule of Reason: Because the Port Authority does not itself compete in the shuttle services market, any restraint is vertical, not horizontal; therefore, per se condemnation does not apply and the rule of reason governs.
  • Rule-of-Reason Pleading Failure: Plaintiffs alleged neither actual detrimental effects on competition nor market power in a defined relevant market.
  • Section 2 (Monopolization): Plaintiffs failed to plead a cognizable relevant product market or exclusionary conduct. This defect was independently fatal to the monopolization claim.
  • Donnelly Act: The state-law antitrust claim failed for the same reasons because its substantive standards track the Sherman Act.
  • Leave to Amend: Denial affirmed as futile. Plaintiffs’ proposed amendments reframed the case as a “refusal to deal,” but added no new factual allegations solving the deficiencies on agreement, market definition, or competitive harm.
  • “Antitrust Injury” Clarification: The court emphasized that the real problem was the absence of a substantive violation—not merely a failure to show antitrust injury—echoing modern treatise commentary about confusion in how “antitrust injury” is used.

Analysis

Precedents and Authorities Cited

  • Pleading Standards
    • O’Donnell v. AXA Equitable Life Ins. Co., 887 F.3d 124 (2d Cir. 2018): De novo review of Rule 12(b)(6) dismissals; plausibility standard.
    • Ashcroft v. Iqbal, 556 U.S. 662 (2009): Conclusory allegations do not suffice; complaints must allege facts permitting a plausible inference of liability.
    • Arista Records, LLC v. Doe 3, 604 F.3d 110 (2d Cir. 2010): “Information and belief” pleading may be allowed where facts are peculiarly within defendants’ control, but allegations must still rest on factual information rendering the inference plausible.
    • JBC Holdings NY, LLC v. Pakter, 931 F. Supp. 2d 514 (S.D.N.Y. 2013): Dismissal appropriate where “information and belief” is supported only by conjecture.
  • Section 1 (Agreement; Horizontal vs. Vertical; Rule of Reason)
    • Relevent Sports, LLC v. U.S. Soccer Fed’n, Inc., 61 F.4th 299 (2d Cir. 2023): Plaintiff must allege facts suggesting an agreement; may use direct or circumstantial evidence.
    • United States v. Apple, Inc., 791 F.3d 290 (2d Cir. 2015): Initial question in Section 1 is whether conduct stems from independent decision vs. agreement; vertical restraints generally analyzed under the rule of reason.
    • Anderson News, L.L.C. v. Am. Media, Inc., 680 F.3d 162 (2d Cir. 2012): Proof of joint action is required; unilateral action is not enough for Section 1.
    • Ohio v. American Express Co., 585 U.S. 529 (2018): Burden-shifting framework under the rule of reason—plaintiff must show substantial anticompetitive effect in a properly defined market.
  • Section 2 (Monopolization)
    • Tops Markets, Inc. v. Quality Markets, Inc., 142 F.3d 90 (2d Cir. 1998): Elements—monopoly power in the relevant market and willful acquisition/maintenance of that power.
    • Todd v. Exxon Corp., 275 F.3d 191 (2d Cir. 2001): Dismissal appropriate where plaintiff fails to plausibly define the relevant market.
  • Donnelly Act Parity
    • Wolf Concept S.A.R.L. v. Eber Bros. Wine & Liquor Corp., 736 F. Supp. 2d 661 (W.D.N.Y. 2010) (citing New York v. Mobil Oil Corp., 38 N.Y.2d 460 (1976)): Donnelly Act monopolization standards mirror the Sherman Act.
  • “Antitrust Injury” vs. Substantive Violation
    • Areeda & Hovenkamp, Antitrust Law ¶ 335c4 (5th ed. 2024): Courts often conflate antitrust injury or standing with the absence of a substantive violation.
    • Crawford v. Franklin Credit Mgmt. Corp., 758 F.3d 473 (2d Cir. 2014): Appellate court may affirm on any ground supported by the record.
  • Leave to Amend and Futility
    • Lucente v. International Business Machines Corp., 310 F.3d 243 (2d Cir. 2002): Amendment is futile if the proposed claim cannot survive a Rule 12(b)(6) motion.
    • Port Dock & Stone Corp. v. Oldcastle Northeast, Inc., 507 F.3d 117 (2d Cir. 2007): Discussed in plaintiffs’ amendment proposal for a “refusal to deal” theory; the Second Circuit held the proposed amendments still did not cure pleading defects.

Legal Reasoning

1) Section 1: No Plausible Agreement Alleged

The court began with Section 1’s threshold requirement: the existence of an agreement. Plaintiffs alleged, “upon information and belief,” that a Port Authority board member had a relationship with KTF’s principal, which “provided motive” for Port Authority officials to intercede on KTF’s behalf. The Second Circuit explained that this conjecture, absent factual support, does not plausibly allege a conspiratorial agreement. Even crediting the alleged relationship, a “motive” on the regulator’s side is not evidence of concerted action with the private firm; it indicates at most unilateral action, which is not actionable under Section 1.

This reasoning faithfully applies Second Circuit pleading doctrine: a plaintiff may rely on “information and belief” where the facts are within the defendant’s control, but must still allege factual matter making the inference of agreement plausible (Arista Records). Here, plaintiffs offered speculation, not facts; therefore, the conspiracy allegation failed.

2) Vertical Restraint; Per Se Rules Inapplicable; Rule of Reason Governs

Even assuming an agreement existed, the court held that the restraint alleged would be vertical because the Port Authority is not a competitor in the shuttle market; it issues permits to downstream providers like KTF. Vertical restraints are not per se unlawful and are typically assessed under the rule of reason (Apple). Plaintiffs therefore bore the initial burden to plead a substantial anticompetitive effect in a cognizable relevant market (American Express).

Plaintiffs failed at this first step. The complaint did not plausibly define the relevant market (indeed, the district court noted it was unclear why “shuttle-bus companies used by flight crews” would constitute a distinct product market, as opposed to being interchangeable with other private transportation). Plaintiffs also did not allege market power or actual detrimental effects on competition. Without factual allegations of consumer harm or reduced competitive output, the rule-of-reason claim could not proceed.

3) Section 2: No Relevant Market, No Monopoly Power, No Exclusionary Conduct

On monopolization, the Second Circuit emphasized that plaintiffs neither defined a cognizable relevant market nor alleged monopoly power in such a market (Tops Markets; Todd). The district court’s observation—that shuttle services for flight crews may be interchangeable with other private transportation—underscored the complaint’s market-definition defect. Beyond market definition and power, the complaint also lacked factual allegations of specific exclusionary conduct that would willfully acquire or maintain monopoly power. These failings were independently dispositive of the Section 2 claim.

4) Donnelly Act Parity

Because the Donnelly Act’s basic elements mirror Sherman Act analysis (Mobil Oil; Wolf Concept), plaintiffs’ state-law antitrust claims fell with their federal claims for the same reasons—no agreement, no market definition, no competitive harm, and no monopolization conduct plausibly alleged.

5) “Antitrust Injury” vs. Substantive Violation—A Clarifying Reframing

Although the district court framed its dismissal partly in terms of “antitrust injury” and “antitrust standing,” the Second Circuit clarified that the core problem was the failure to plead a substantive antitrust violation. Citing Areeda & Hovenkamp, the panel noted the confusion that can arise when courts use “antitrust injury” to describe situations where no violation has been pled at all. Exercising the prerogative to affirm on any ground (Crawford), the panel rested its decision on the substantive-pleading failure. This clarification can help lower courts and litigants align the standing/injury inquiry with the antecedent question of whether a Section 1 or Section 2 violation has been adequately alleged.

6) Leave to Amend: Futility of a “Refusal to Deal” Reframing Without New Facts

Plaintiffs sought to amend to allege that defendants locked out competitors (Amigo, Voyager 2, ETS) by denying permits or imposing contractual terms that made competition impossible—framing the case as an unlawful “refusal to deal” intended to monopolize (citing Port Dock & Stone). The Second Circuit affirmed denial of leave as futile (Lucente), because the proposed amendments added no new factual matter to cure the complaint’s core deficiencies: no agreement, no relevant market, and no competitive harm. Rebranding the theory without additional facts does not satisfy Iqbal’s plausibility standard. Moreover, a “refusal to deal” theory is at most a label here; it does not supply the missing elements.

Impact and Implications

1) Practical Pleading Lessons for Antitrust Plaintiffs

  • Agreement must be plausibly alleged with facts: Relationships, access, or motive on a regulator’s part—even if accepted as true—do not suffice to show concerted action. Plaintiffs need concrete factual allegations tying private actors and public officials together in a conspiratorial agreement.
  • Vertical restraints require rule-of-reason allegations: When the alleged co-conspirator is a regulator or platform that does not itself compete in the downstream market, plaintiffs should expect rule-of-reason analysis and must plausibly plead a relevant market, market power, and harm to competition (not just harm to a competitor).
  • Market definition remains essential for Section 2 (and often for Section 1 rule of reason): Plaintiffs should define the product and geographic market using interchangeability and cross‑elasticity concepts, and allege market power within that market.
  • “Refusal to deal” is not a shortcut: Without factual allegations of market power, anticompetitive effects, and (for Section 1) agreement, relabeling conduct as a refusal to deal will not cure deficiencies.
  • “Information and belief” has limits: It may bridge gaps where facts lie within defendants’ control, but must be grounded in factual matter rendering the inferences plausible.

2) Regulatory Contexts and Airport Concessions

The case sits at the intersection of antitrust law and regulatory permitting. Airport authorities frequently grant exclusive or limited concessions, manage access, and set terms. This decision suggests that antitrust challenges to such arrangements face threshold hurdles:

  • Vertical structure: Regulators that do not compete are upstream actors; restraints are vertical, so rule-of-reason pleading applies.
  • Consumer harm vs. competitor harm: Plaintiffs must show harm to competition (prices, output, quality, choice) rather than the mere exclusion of a particular competitor from a permitting regime.
  • Market definition sensitivity: Plaintiffs must grapple with substitutability—e.g., whether flight‑crew shuttle services meaningfully differ from other private transportation options.

3) Antitrust Injury vs. Substantive Violation—Reducing Doctrinal Confusion

The panel’s explicit reframing—treating the defect as failure to plead a violation rather than purely as lack of antitrust injury—aligns with modern antitrust scholarship and may encourage district courts to focus first on whether a claim plausibly alleges the elements of a Section 1 or Section 2 offense. While nonprecedential, this guidance can improve clarity in motion‑to‑dismiss practice, ensuring that “standing” arguments do not eclipse antecedent failure‑to‑state‑a‑claim issues.

4) State‑Action Immunity Left Unaddressed

The court did not reach state‑action immunity. In future cases where plaintiffs plausibly allege agreement and anticompetitive effects, litigants can expect the Port Authority and similar entities to invoke state‑action defenses. That inquiry—requiring clear articulation of state policy and, for some actors, active supervision—remains for another day in the Second Circuit in this factual setting.

Complex Concepts Simplified

  • Section 1 Agreement: The antitrust laws prohibit concerted, not unilateral, restraints of trade. Plaintiffs must allege facts showing that two or more actors agreed—explicitly or tacitly—to restrain competition.
  • Horizontal vs. Vertical Restraints: Horizontal restraints are among competitors at the same level (e.g., two shuttle companies fixing prices). Vertical restraints are between firms at different levels (e.g., regulator/permit issuer and downstream operator). Horizontal restraints are often per se unlawful; vertical restraints are usually judged under the rule of reason.
  • Rule of Reason: A balancing test. The plaintiff must show the challenged restraint harms competition in a properly defined market (e.g., higher prices, reduced output, diminished quality). The defendant may rebut with procompetitive justifications, after which the plaintiff must show less restrictive alternatives.
  • Relevant Market: The set of products and geographic area in which competition occurs. Products are in the same market if they are reasonably interchangeable such that a small but significant price increase would cause customers to switch.
  • Monopoly Power (Section 2): The ability to control prices or exclude competition within the relevant market. Allegations typically require high market share plus entry barriers.
  • Exclusionary Conduct: Behavior that does not reflect competition on the merits (e.g., predatory pricing, tying, exclusive dealing with foreclosure effects) that helps acquire or maintain monopoly power.
  • “Information and Belief” Pleading: Permissible when details are in defendants’ control, but still must be anchored in specific facts making the alleged inference plausible. Pure speculation is insufficient.
  • Antitrust Injury vs. Substantive Violation: “Antitrust injury” concerns whether the plaintiff suffered the kind of harm antitrust laws protect against. A court should first ask whether the complaint alleges a violation at all; if no violation is plausibly alleged, the case fails before injury and standing questions.
  • Leave to Amend; Futility: Courts freely allow amendments, but will deny when the new pleading would still be dismissed. Adding labels or legal conclusions without new facts is typically futile.

Conclusion

Amigo Shuttle underscores that antitrust complaints—especially those targeting vertical restraints involving regulators or permitting authorities—must do more than assert exclusion and competitive disadvantage. Plaintiffs must plead facts plausibly showing an agreement (for Section 1), a defined relevant market and market power, and actual competitive harm under the rule of reason. For Section 2, they must define the market, allege monopoly power, and identify exclusionary conduct. Efforts to reframe the case as a “refusal to deal” cannot substitute for factual allegations establishing these elements.

Importantly, the Second Circuit clarifies a frequent source of confusion: dismissals framed as “no antitrust injury” can instead reflect that no substantive antitrust violation was pled. While nonprecedential, this order provides a roadmap for both courts and practitioners to organize Rule 12(b)(6) analysis, and it offers practical lessons for litigants challenging airport concession or permitting decisions under the antitrust laws. The upshot is simple but demanding: no agreement, no market, no competitive harm—no case.

Case Details

Year: 2025
Court: Court of Appeals for the Second Circuit

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