Pleading § 2 Refusal-to-Deal Claims Requires a Plausible Relevant Market and Monopoly Power; Georgia “Partnership” and Warranty Claims Require Profit/Loss Sharing and Timely Notice

1. Introduction

In StarPro, Greens, Inc. v. Polyloom Corporation of America (11th Cir. Apr. 23, 2026) (unpublished), plaintiffs StarPro, Greens, Inc. and Daniel E. Selton sued Polyloom Corporation of America and Challenger Turf, Inc. after an alleged breakdown in a supply relationship involving “master putting turf” (“MPT”), a synthetic putting-surface product described as having cross-stitched fibers and a particular “stimp value.”

The complaint asserted federal antitrust claims for monopolization and attempted monopolization under § 2 of the Sherman Act, framed as an unlawful refusal to deal, as well as Georgia-law claims for breach of duties allegedly arising from a “partnership” relationship and for breach of warranty based on allegedly nonconforming turf.

The district court dismissed the claims under Rule 12(b)(6). On appeal, the Eleventh Circuit (per curiam) affirmed, emphasizing (i) the strict pleading demands for § 2 market definition and monopoly power, (ii) the factual prerequisites to pleading a Georgia partnership (beyond labels), and (iii) the UCC notice requirement for warranty remedies after acceptance of goods.

2. Summary of the Opinion

  • Antitrust (Sherman Act § 2): The court affirmed dismissal because the complaint did not plausibly plead a distinct product market limited to MPT and, even assuming that market, the complaint’s own allegations undermined any plausible inference that defendants had (or were close to obtaining) monopoly power across the Continental United States.
  • Georgia “partnership” duties: Although an oral partnership is possible under Georgia law, the complaint failed to allege essential partnership indicia—especially sharing of risks, expenses, and profits and losses.
  • Breach of warranty: Because plaintiffs accepted allegedly nonconforming goods and failed to notify defendants within a reasonable time after discovering the nonconformity (waiting until after resale and customer complaints), the warranty claim was barred under O.C.G.A. § 11-2-607(3)(a).
  • Appellate waiver: Plaintiffs’ effort to recast “reasonable time” as running from later discovery of a “specific defect” failed because they provided no supporting authority and thus waived the issue.

3. Analysis

A. Precedents Cited

1) Pleading standard and scope of review

  • Dorman v. Aronofsky, 36 F.4th 1306 (11th Cir. 2022): Cited for plenary review of a Rule 12(b)(6) dismissal—underscoring that the appellate court reviews legal sufficiency anew.
  • Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007): Anchors the requirement that allegations must be plausible, not merely conceivable, and must do more than recite legal conclusions.
  • Sapuppo v. Allstate Floridian Ins. Co., 739 F.3d 678 (11th Cir. 2014): Used to mark claims as abandoned when not challenged on appeal.
  • United States v. Gill, 864 F.3d 1279 (11th Cir. 2017): Supports affirmance “on any ground supported by the record,” reinforcing that appellate review may uphold dismissal even if reasoning varies.

2) Sherman Act § 2 refusal-to-deal and monopoly/attempt standards

  • Duty Free Americas, Inc. v. Estee Lauder Companies, Inc., 797 F.3d 1248 (11th Cir. 2015): Supplies the baseline proposition that a unilateral refusal to deal is generally not unlawful, and reiterates that courts do not credit legal conclusions as facts at the pleading stage.
  • Verizon Comm., Inc. v. Law Offices of Curtis V. Trinko, LLP, 540 U.S. 398 (2004): Provides the classic § 2 framing: plaintiffs must plausibly plead monopoly power and willful acquisition or maintenance of that power, not mere success from superior product or acumen.
  • United States Anchor Mfg., Inc. v. Rule Indus., Inc., 7 F.3d 986 (11th Cir. 1993) (citing Spectrum Sports, Inc. v. McQuillan, 506 U.S. 447 (1993)): Governs attempted monopolization, requiring a “dangerous probability” of success—i.e., the defendant must be close to monopoly power.
  • Levine v. Cent. Fla. Med. Aff., Inc., 72 F.3d 1538 (11th Cir. 1996): Defines monopoly power as the ability to raise prices above competitive levels or exclude competition in the relevant market.
  • Morris Commc'ns Corp. v. PGA Tour, Inc., 364 F.3d 1288 (11th Cir. 2004): States the typical § 2 sequence: determine the relevant market and then evaluate monopoly power.

3) Relevant market and product-market boundaries

  • Brown Shoe Co. v. United States, 370 U.S. 294 (1962): Establishes that product markets are bounded by reasonable interchangeability and cross-elasticity of demand.
  • Jacobs v. Tempur-Pedic Int'l, Inc., 626 F.3d 1327 (11th Cir. 2010): Central to the court’s skepticism that MPT can be pleaded as a standalone market. As in Jacobs, allegations that a product is “unique” or higher priced do not, without more, plausibly show consumers do not switch to substitutes.

4) Georgia partnership formation and duties

  • Baker v. Schneider, 80 S.E.2d 783 (Ga. 1954): Confirms that a partnership may be created by parol contract (oral agreement), preventing dismissal solely because there was no writing.
  • Rosenfeld v. Rosenfeld, 648 S.E.2d 399 (Ga. App. 2007) and O.C.G.A. § 14-8-7(4): Emphasize the need for allegations showing partners share the venture’s risks, expenses, and profits and losses.

5) Georgia UCC warranty notice and appellate waiver

  • Wal-Mart Stores, Inc. v. Wheeler, 586 S.E.2d 83 (Ga. App. 2003) and O.C.G.A. § 11-2-607(3)(a): After accepting nonconforming goods, a buyer must notify the seller within a reasonable time after discovery or be barred from any remedy.
  • Continental Tech. Servs., Inc. v. Rockwell Int'l Corp., 927 F.2d 1198 (11th Cir. 1991) (citing Ordower v. Feldman, 826 F.2d 1569 (7th Cir. 1987)) and Doe v. Moore, 410 F.3d 1337 (11th Cir. 2005): Issues raised perfunctorily, without supporting authority and developed argument, are treated as waived on appeal.

B. Legal Reasoning

1) Why the Sherman Act claims failed

The court treated the alleged antitrust violation as a refusal-to-deal theory and applied the familiar § 2 structure: a plaintiff must plausibly plead a relevant market, monopoly power (or near-monopoly for attempt), and exclusionary conduct amounting to willful maintenance or acquisition of that power.

Market definition problem: The complaint defined the market as MPT with specific construction attributes and performance metrics. The court found “significant doubts” that this was a plausible standalone product market because the pleading did not explain interchangeability or cross-elasticity with other putting turfs. Invoking Jacobs v. Tempur-Pedic Int'l, Inc., the court rejected “unique” and “higher priced” allegations as insufficient to show consumers would not substitute other putting turfs.

Monopoly power problem even if MPT is the market: The court held that the complaint’s own allegations negated monopoly power or dangerous probability. The pleading acknowledged other synthetic-turf manufacturers in North Georgia and, critically, alleged that (i) an unnamed company previously made MPT and merely stopped selling to StarPro, and (ii) a new company had the capabilities of developing MPT and approached Selton about recreating it. Absent patent allegations or other entry barriers, these facts undercut any plausible inference that defendants could exclude competition across the Continental United States.

The court’s bottom line was conceptual: a refusal to deal with one distributor is not, by itself, a plausible allegation of market-wide monopoly power, particularly when the complaint itself indicates alternative sources or potential entrants.

2) Why the partnership-based duty claim failed

The plaintiffs attempted to transform a manufacturer–distributor arrangement into a partnership in order to trigger heightened duties of “good faith, fair dealing, and loyalty” among partners. The Eleventh Circuit accepted as a legal premise (via Baker v. Schneider) that an oral partnership can exist, but held the complaint did not plead facts showing the required hallmarks of partnership.

Relying on Rosenfeld v. Rosenfeld and O.C.G.A. § 14-8-7(4), the court focused on the absence of any allegation that the parties agreed to share risks, expenses, and profits and losses. The complaint instead described a conventional supply relationship: Challenger manufactured turf per purchase order and charged StarPro a price per unit; StarPro incurred “no costs until a sale was made.” Calling the relationship a “partnership” was treated as a legal conclusion not entitled to a presumption of truth (citing Duty Free Americas, Inc. v. Estee Lauder Companies, Inc.).

3) Why the breach-of-warranty claim failed

The warranty claim turned on a procedural-but-dispositive UCC rule: after accepting goods, a buyer must notify the seller of breach within a reasonable time after discovery. The complaint alleged Selton inspected the turf, discovered nonconformity (including missing cross-stitching), accepted the goods anyway, distributed them to customers, and only then notified defendants after customer complaints.

Under O.C.G.A. § 11-2-607(3)(a) and Wal-Mart Stores, Inc. v. Wheeler, that sequence bars remedies. The court treated discovery of general nonconformity at inspection as the triggering event; delay until after resale was not pleaded as reasonable.

Plaintiffs argued on appeal that they did not know of the “specific defect” (fiber deterioration) until later. But the court held the argument was waived because they offered no authority or developed argument about “reasonable time,” citing Continental Tech. Servs., Inc. v. Rockwell Int'l Corp. and Doe v. Moore.

C. Impact

  • Antitrust pleading discipline for niche products: The decision reinforces that defining a market around a specialized product description (materials, construction method, performance metric) is not enough. Plaintiffs must plead facts about why buyers would not switch to substitutes (interchangeability/cross-elasticity), consistent with Brown Shoe Co. v. United States and Jacobs v. Tempur-Pedic Int'l, Inc..
  • Refusal-to-deal remains a narrow § 2 pathway: Echoing Duty Free Americas, Inc. v. Estee Lauder Companies, Inc. and Verizon Comm., Inc. v. Law Offices of Curtis V. Trinko, LLP, the opinion illustrates how hard it is to convert the loss of a supplier relationship into a plausible monopolization case without well-pleaded market power and entry barriers.
  • Georgia partnership claims must be grounded in economics, not labels: Parties attempting to plead fiduciary-like duties should expect courts to demand concrete allegations of shared profits/losses and shared venture risk, not just collaborative language.
  • Warranty notice is a litigation gatekeeper: The case highlights how inspection, acceptance, and delayed notice can defeat warranty claims at the pleading stage when the complaint itself establishes late notice under O.C.G.A. § 11-2-607(3)(a).
  • Appellate briefing rigor matters: The waiver holding underscores that even potentially colorable theories can be lost if not supported with citations and developed argument.

4. Complex Concepts Simplified

Rule 12(b)(6) dismissal
A case can be dismissed early if the complaint’s facts, assumed true, still do not add up to a legally viable claim.
Relevant product market
The set of products customers treat as substitutes. Courts often look for allegations showing reasonable interchangeability and cross-elasticity of demand (whether customers would switch if price changes).
Monopoly power
The ability to raise prices above competitive levels or to exclude competition in the relevant market.
Attempted monopolization (“dangerous probability”)
Not just intent and aggressive conduct—there must be a plausible showing the defendant is close to actually achieving monopoly power.
Unilateral refusal to deal
Generally, a company may choose whom it does business with; antitrust liability is exceptional and typically requires strong market-power allegations.
Partnership (Georgia)
Even if oral agreements can form partnerships, courts look for facts showing the parties agreed to share the venture’s profits and losses and bear joint risks/expenses.
Warranty notice after acceptance (Georgia UCC)
If you accept goods and later claim breach, you must notify the seller within a reasonable time after discovering (or when you should have discovered) the breach, or you may be barred from any remedy.
Waiver on appeal
Courts may treat an argument as forfeited if it is not supported by authority and meaningful analysis in the appellate brief.

5. Conclusion

StarPro, Greens, Inc. v. Polyloom Corporation of America is a pleading-stage roadmap for three recurring disputes: (1) antitrust claims arising from a soured supply relationship, (2) attempts to recharacterize commercial arrangements as partnerships, and (3) warranty disputes after acceptance and resale. The Eleventh Circuit affirmed dismissal because the complaint did not plausibly plead a distinct MPT market or monopoly power (or near-monopoly for attempt), did not allege profit/loss sharing needed for a Georgia partnership, and pleaded facts showing late UCC notice after discovering nonconformity. Even as an unpublished decision, its analysis is a practical reminder that labels cannot substitute for market facts, partnership economics, or statutory prerequisites to warranty remedies.