## Facts

- Roberta Todd, a nonunion managerial, professional, and technical (MPT) employee, sued Exxon and other major oil and petrochemical companies on behalf of a putative class of MPT employees.
- Defendants allegedly dominated the relevant sector, accounting for roughly 80–90% of industry revenues and workforce.
- Todd alleged defendants coordinated a compensation-information system involving periodic surveys and regular meetings to compare MPT pay.
- The scheme allegedly included exchanging detailed past and current salary information and discussing current and future salary budgets, with assurances the information would be used to set MPT salaries.
- Defendants allegedly used a standardized “Job Match Survey” that benchmarked certain jobs and matched similar jobs across companies to enable direct salary comparisons.
- Todd alleged the information exchange was used to set wages at artificially low levels, depressing MPT compensation below competitive rates.
- Todd brought claims under Sherman Act § 1 seeking damages and equitable relief.

## Issues

1. Whether the complaint plausibly alleged a relevant antitrust market in which defendants purchased MPT labor.
2. Whether the complaint plausibly alleged a market structure susceptible to coordinated conduct.
3. Whether exchanging detailed, current and future wage information among dominant competitors plausibly had anticompetitive potential under Sherman Act § 1 (rule of reason).
4. Whether the complaint plausibly alleged antitrust injury to employees as sellers of labor harmed by a buyer-side conspiracy.

## Decision

- The Second Circuit vacated the district court’s Rule 12(b)(6) dismissal and remanded.
- The court held the complaint plausibly alleged: (i) a relevant market, (ii) a market structure susceptible to collusion, (iii) an information exchange with anticompetitive potential, and (iv) antitrust injury.
- The court did not decide ultimate liability; it held only that the allegations were sufficient to proceed beyond the pleading stage.

## Legal Principles

- There is no special heightened pleading standard for antitrust claims; notice pleading applies, and dismissal is improper where allegations state a legally cognizable, plausible § 1 theory.
- Labor can constitute a relevant antitrust market; employees may sue as sellers of labor when purchasers allegedly coordinate to suppress wages.
- Sherman Act § 1 reaches buyer-side conspiracies; coordinated wage suppression can be an antitrust restraint analogous to seller-side price coordination.
- Information exchanges are not automatically unlawful, but may violate § 1 under the rule of reason when, in context, they facilitate coordination; relevant factors include data recency (current/future vs. historical), level of detail and disaggregation, confidentiality, and market concentration.
- Relevant market definition and unreasonable-restraint determinations are fact-intensive and commonly inappropriate for resolution on a motion to dismiss when the complaint plausibly alleges market realities and competitive harm.

## Conclusion

The court held that allegations of dominant competitors exchanging detailed, current and forward-looking wage information to depress employee compensation stated a plausible Sherman Act § 1 claim, warranting vacatur of the dismissal and remand for further proceedings.


Todd v. Exxon Corp., 275 F.3d 191 (2d Cir. 2001)