# Conway

> District Court, M.D. Tennessee · November 21, 2025

URL: https://www.frixlaw.com/law-library/cases/11207434

## Case

- **Full name:** In re: RealPage, Inc., Rental Software Antitrust Litigation (No. II)
- **Court:** District Court, M.D. Tennessee
- **Decided:** November 21, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
IN RE: REALPAGE, INC., RENTAL ) NO. 3:23- -03071
SOFTWARE ANTITRUST ) MDL No. 3071
LITIGATION (NO. II) )
) THIS DOCUMENT RELATES TO:
) 3:23-cv-00792
MEMORANDUM OPINION
Defendant TREV Management II LLC (“TREV”) has filed a Motion to Dismiss the Student
Plaintiffs’ First Amended Complaint (Doc. No. 576). Student Plaintiffs filed a Response (Doc.
No. 615), andTREVfiled a Reply (Doc. No. 638). The motion isripe for review. For the reasons
that follow, the Court will grant TREV’s Motion.
BACKGROUND
The following allegations are taken as true from Student Plaintiffs’ First Amended
Complaint (“Student Complaint”) (Doc. No. 527) and are considered to be true to resolve the
pending motion.
RealPage, Inc. (“RealPage”) provides revenue management software that “collects real-
time pricing and supply levels” from its clients, who are horizontal competitors in the student
housing market. (Doc. No. 527 ¶ 5). RealPagethen “compiles this data into a common algorithm
that sends the participants . . . unit-specific pricing and supply recommendations.” (Id.). RealPage
rolled out its first revenue management software, YieldStar, after acquiring it from Camden
Property Trust in 2002. (Doc. No. 527 ¶ 39). In 2009, RealPage launched its first revenue
management software aimed at the student housing market, YieldStar Student Housing (“YieldStar
Student”). (Doc. No. 527 ¶ 40). Today, RealPage operates a full suite of revenue management
services for student housing, including YieldStar Student, RealPage Student Revenue
Management (“Student RPRM”), and Student Lease Rent Options (“Student LRO”) (collectively,
the “Student Revenue Management Solutions” or “Student RMS”). (Id.¶ 4).
RealPage’s student housing clients include large property managers and lessors of student
housing (“Lessors”). (Id.¶ 3). These companies are horizontal competitors. (Id.¶ 230). In 2019,

YieldStar Student had more than 50 clients with more than three million rental units. (Id. ¶¶ 46-
47).
Student Plaintiffs allege that RealPage and its clients have formed an illegal price-fixing
cartel. (See Doc. No. 527 ¶¶ 118, 156). It begins when RealPage touts its ability to help clients
obtain the optimized price for student housing units regardless of market forces. RealPage’s
clients, including the Defendants,each separately contract with RealPage, paying RealPage annual
license fees as well as periodic fees and providing RealPage their commercially sensitive pricing
and supply data. (Doc. No. 527 ¶¶ 9, 276). RealPage then applies its revenue management
algorithm to this data pool of competitor information to determine optimal rent pricing for

RealPage clients’ student apartment units in each of the markets where those clients are located.
(Doc. No. 527 ¶ 9). Not all RealPage clientsutilize RealPage’s entire suite of RMS services; while
Student Plaintiffs allege most student housing clients use only YieldStar Student, they also allege
that at least Greystar uses other student housing RMS through RealPage in addition to YieldStar
Student. (Doc. No. 527 ¶¶ 56, 58-60).
Student Plaintiffs allege that RealPage’s student housing RMS “provide[s] the platform
and the algorithms for collusion,” (id. ¶ 9), giving its clients “the unprecedented ability to facilitate
collaboration among operations and track [the] competition’s rent with precision,” (id.). They do
this by collectively agreeing to price their rental units in accordance with RealPage’s RMS
recommendations. (Doc. No. 527 ¶¶ 6, 67). This collective behavior, driven by RealPage’s pricing
recommendations, has “giv[en] Lessor Defendants the courage to charge inflated prices with the
implicit assurance that all of their competitors will do the same.” (Id. ¶ 9). This has resulted in
higher rents among the Lessor Defendants’ student housing properties than properties not using
RealPage. (Id. ¶ 10). A regression analysis conducted on student housing in four cities of

properties using RealPage RMS “estimated an average overcharge of 10.9% on properties that
were priced using YieldStar Student . . .” (Doc. No. 527 ¶ 141).
LEGAL STANDARD
To survive a motion to dismiss for failure to state a claim, a complaint must include “a
short and plain statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ.
P. 8(a)(2). In reviewing a motion to dismiss, the Court must “construe the complaint in the light
most favorable to the plaintiff, accept all well-pleaded factual allegations in the complaint as true,
and draw all reasonable inferences in favor of the plaintiff.” Courtright v. City of Battle Creek,
839 F.3d 513, 518 (6th Cir. 2016). However, the Court will “disregard bare legal conclusions and

naked assertions” and “afford[] the presumption of truth only to genuine factual allegations.”
Dakota Girls, LLC v. Philadelphia Indem. Ins. Co., 17 F.4th 645, 648 (6th Cir. 2021) (quoting
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2007)) (internal quotations omitted). Nor can the Court
“credit a threadbare recital of the elements of a cause of action ... supported by mere conclusory
statements.” Dakota Girls, 17 F.4th at 648 (citing Iqbal, 556 U.S. at 678)) (internal quotations
omitted). To avoid dismissal under Rule 12(b)(6), a complaint must contain either direct or
inferential allegations with respect to all material elements of each claim. Wittstock v. Mark A.
Van Sile, Inc., 330 F.3d 899, 902 (6th Cir. 2003).
ANALYSIS
To state a plausible claim under Section 1 of the Sherman Act, a plaintiff must allegethree
elements: 1) the existence of a contract, combination, or conspiracy among two or more separate
entities that 2) unreasonably restrains trade and 3) affects interstate or foreign commerce. See
Hobart-Mayfield, Inc. v. National Operating Committee on Standards for Athletic Equipment, 48

F.4th 656, 663 (6th Cir. 2022). A plaintiff must specifically allege each defendant’s participation
in the conspiracy. Jones v. Varsity Brands, LLC, 618 F. Supp. 3d 713, 723 (W.D. Tenn. 2022).
A conspiracy cannot exist solely between a parent and its wholly owned subsidiary because they
have “a complete unity of interest.” Copperweld Corp. v. Independence Tube Corp., 467 U.S.
752, 771 (1984). A parent corporation may, however, be accountable for Sherman Act violations
of its subsidiary if it participated in the conspiracy beyond “mere ownership.” Jones, 618 F. Supp.
3d at 722-23, 725.
TREV argues that Student Plaintiffs have not alleged any participation by TREV in the
alleged conspiracy aside from its ownership of BH Management Services LLC and B.HOM

Student Living. (Doc. No. 579 at 4). Specific to TREV, Student Plaintiffs allege that TREV owns,
as its affiliate, B.HOM Student Living (“B.HOM”), a client of RealPage.1 (Doc. No. 527 ¶ 30).
In fact, their only allegations against TREV are contained in two paragraphs of their 107-page
complaint:

1 B.HOM Student Living is also a defendant in this action.
Lessor Defendant Timerline Real Estate Ventures LLC (“TREV”) is a privately
held real estate operator and investment manager focused on the residential sector
that has acquired more than $2.8 billion of total investment since its inception in
2012. TREV specializes in the development, acquisition, and operation of student
housing, multifamily, and mixed-use retail/residential communities, and utilizes its
fully integrated property management team through its owned affiliate B.HOM
Student Living with partner, BH Management Services. TREV is headquartered in
Rye, New York.

(Id. ¶ 56).
TERV [sic], B.HOM Student Living, and BH Management. Timberline Real
Estate Ventures, B.HOM Student Living, and BH Management Services used
RealPage to set prices for student housing above competitive rates. Since
approximately 2020, B.HOM has been a wholly owned affiliate of Defendant
Timberline Real Estate Ventures. RealPage has created a special private website
for BH Management called “BH Corporate University” that it uses to train BH
managers in how to use the RealPage revenue management software. Sierra Garza,
the Senior Revenue Manager for BH Management, credited RealPage for providing
data that “yields a better performance.”
(Id. ¶ 57). Those twoparagraphs do not raise anyplausible allegation of independent action in the
conspiracy beyond “mere ownership”of B.HOM. Jones, 618 F. Supp. 3d at 722-23.
Perhaps knowing that their allegations against TREV are insufficient, Student Plaintiffs
argue that regardless of its role in the conspiracy, TREV can be sued as part of “one economic
entity” with B.HOM. (Doc. No. 615 at 1). They derive thisargument from Copperweld Corp. v.
Indep. Tube Corp., 467 U.S. 752 (1984). In Copperweld, the Supreme Court held “the coordinated
activity of a parent and its wholly owned subsidiary must be viewed as that of a single enterprise
for purposes of § 1 of the Sherman Act.” Id. at 771. Student Plaintiffs argue that a logical
conclusion of Copperweld’s holding is that parent companies are liable alongside their wholly-
owned subsidiaries for the anticompetitive conduct of those subsidiaries. (Doc. No. 615 at 6).
They are not the first to advancethis “single entity”argument.
In Arandell Corp. v. Centerpoint Energy Services, Inc., 900 F.3d 623 (9th Cir. 2018), the
Ninth Circuit addressed this “novel” approach to Copperweld. Id. at 630. Likewise, in Lenox
MacLaren Surgical v. Medtronic, Inc., 847 F.3d 1221 (10th Cir. 2017), the Tenth Circuit addressed
this “somewhat unusual[] antitrust theory.” Id.at 1230. Student Plaintiffs argue that the Arandell
and Lenox courts adopted a “single enterprise” doctrine, which Student Plaintiffs claim requires
courts to treat the actions of “a parent company and wholly-owned subsidiary [with] already-
converged goals . . . as that of a single enterprise.” (Doc. No. 615 at 5 (quoting Jones, 618 F. Supp.

3d at 722)). Implicit in Student Plaintiff’s interpretation of the single enterprise doctrine is their
argument that they need not plead any independent action on the part of TREV because it owns
B.HOM. (Doc. No. 615 at 5-7).
Student Plaintiffs’ interpretation of the single enterprise doctrine and the Arandell and
Lenox cases is strained at best. In Arandell, the plaintiffs “alleged that natural gas traders
manipulated the price of natural gas by reporting false information to price indices published by
trade publications and engaging in wash sales.” Arandell, 900 F.3d at 627. Reliant Energy, Inc.
(“Reliant”), one of the defendants, “admitted to engaging in wash trades during the Class Period”
and settled with government agencies during theinvestigations “regarding its manipulative trading

practices.” Id. at 627-28. Reliant owned CenterPoint Energy Services, Inc. (“CES”). Id. at 627.
The plaintiffs also sued CES, alleging it was part of Reliant’s scheme. Id. The issue in Arandell
was not whether the CESacted in furtherance of the conspiracy; there was no dispute that the CES
“sold natural gas and related services to commercial and industrial customers” during the class
period. Id.at 627. Instead, the issue was whether CEShad the requisite knowledge that its actions
were part of Reliant’s antitrust conspiracy. Id. at 628.
The Ninth Circuit held that a subsidiary “cannot innocently advance a[] [parent’s]
anticompetitive scheme.” Id. at 630-31. In doing so, the court found that an “inescapabl[e] . . .
corollary conclusion” of Copperweld was that “for antitrust purposes, it is legally impossible for
firms within a single ‘economic unit’ to act together in furtherance of the same price-fixing scheme
for independent and distinctpurposes.” Id. Stemming from this conclusion, the court held that “a
subsidiary . . . as a matter of law cannot innocently advance an anticompetitive scheme . . . for a
legitimate business purposes, while its parent and sister companies purposely advance the very
same scheme.” Id. at 631(emphasis in original).

Arandell does not help Student Plaintiffs here. In contrast to Arandell, TREV’s motion
argues that Student Plaintiffs have not alleged any conducton its part in furtherance of the alleged
conspiracy. (Doc. No. 579 at 3). Student Plaintiffs ask the Court to ascribe B.HOM’s conduct to
TREV. But they have not adequately alleged any facts to advance such an inference, as the
plaintiffs did in Arandell. In short, there are no factual allegations thatTREV acted in furtherance
of the conspiracy or that it did anything to accomplish B.HOM’s alleged anticompetitive conduct.
Applying Arandell’s analysis, the Student Complaint fails to state a claim.
Lenox is even less helpful to the Student Plaintiffs’ arguments. In that case, Lenox
MacLaren Surgical Corporation (“Lenox”) sued several related corporations alleging

monopolization of the market for certain surgical toolsunder Section 2 of the Sherman Act. Lenox,
847 F.3d at 1226.The district court granted summary judgment, holding that “because Lenox could
not establish each of the elements of an antitrust claim against any one defendant, or establish a
conspiracy among them, Lenox’s claims fail as a matter of law.” Id. On appeal, Lenox argued
that the lower court:
erred by construing its claims of monopolization . . . as a claim of conspiracy to
monopolize, which requires proof of an agreement among the co-conspirators.
Lenox maintain[ed] instead that Defendants [we]re a ‘single enterprise’ for
purposes of antitrust analysis. As a result, Lenox claim[ed] it was entitled topursue
non-conspiracy § 2 claims based on Defendants’ aggregate conduct.
Id. at 1230 (internal citation omitted). The Tenth Circuit agreed with Lenox’s single enterprise
argument but affirmed on other grounds. Id.at 1226.
The Lenox court did not adopt Student Plaintiffs’“single enterprise” approach. In fact, the
court explicitly held that its opinion should not “be read to suggest that a corporation can be held
liable under § 2 [of the Sherman Act] for the anticompetitive conduct of one or more related
entities, merely by virtue of its place in the same corporate family.” Id. at 1237. That is exactly
what Student Plaintiffs ask the Court here to do: substitute their burden to plead TREV’s

independent anticompetitive conduct with a simple allegation that TREV owns B.HOM. (See
Doc. No. 527 ¶ 30). Thus, neither Lenox nor Arandell allows plaintiffs to sue a parent company
under Section 1 of the Sherman Act without pleading any independent action on the part of that
parent.
Student Plaintiffs concede that the Sixth Circuit has not adopted an approach to Sherman
Act liability that allows them to hold parent companies liable without pleading any independent
conduct. (See Doc. No. 615 at 7). Indeed, courts in this Circuit hold that “[w]hile application of
Copperweld requires viewing the [parent company] as a joint enterprise with [its wholly owned
subsidiary], a plaintiff asserting a § 1 or § 2 claim under the Sherman Act must still provide

evidence that each defendant independently participated in the enterprise’s scheme, to justify
holding that defendant liable as part of the enterprise. This involvement must be more than mere
ownership.” Jones v. Varsity Brands, LLC, 618 F. Supp. 3d 713, 723 (W.D. Tenn. 2022) (quoting
Arandell, 900 F.3d at 631).
The other cases Student Plaintiffs cite to support their single enterprise theory are equally
unpersuasive. In Jones v. Varsity Brands, LLC, the plaintiffs alleged that one of the defendants,
Bain Capital, which acquired Varsity Brands, held a seat on Varsity Brands’ board of directors and
funded its allegedly anticompetitive acquisitionsand thushad taken action beyond mere ownership
to further the conspiracy. 618 F. Supp. 3d at 724-25. Student Plaintiffs make no similar allegations
against TREV here. Similarly, in In re Aluminum Warehousing Antitrust Litigation, 2015 WL
6472656 (S.D.N.Y. Oct. 23, 2015), the court dismissed claims against an agent of a corporation
because the plaintiffs only alleged anticompetitive conduct of the corporation, not the agent. 2015
WL 6472656, at *16. Finally, Mt. Pleasant v. Associated Electric Cooperative, Inc., 838 F.2d 268
(8th Cir. 1988), concerned a completely different issue than the case at hand. There, the court

found that “the logic of Copperweld reaches beyond its bare result” that “no such plurality exists
between a corporation and its wholly owned subsidiary.” Id. at 274. But that case involved a
cooperative of electrical corporations, and “there [wa]s no evidence that any defendants ever
pursued interests antithetical to those of the cooperative as a whole.” Id. at 276. It is hardly
surprising that the Eighth Circuit found a likeness to Copperweld’s parent/subsidiary holding in
this cooperative/member scenario. Here, Student Plaintiffs don’t ask the Court to extend
Copperweld to an analogous scenario. Instead, they ask the Court to erase the independent action
distinction in cases brought under the Sherman Act.
As TREV argues, “[i]t is a general principle of corporate law deeply ingrained in our

economic and legal systems that a parent corporation . . . is not liable for the acts of its
subsidiaries.” Chism v. Chemring N. Am. Grp., Inc., 2015 WL 8207899, at *2 (W.D. Tenn. Dec.
7, 2015) (quoting United States v. Bestfoods, 524 U.S. 51, 61 (1998)). (See also Doc. No. 579 at
4). That principle is not altered in the antitrust context. For example, in Cupp v. Alberto-Culver
USA, Inc., 310 F. Supp. 2d 963 (W.D. Tenn. 2004), the court dismissed a Sherman Act § 1 claim
against two defendants whom the plaintiff sued “only because of their corporate relationship to
[another defendant]” because “mere existence of a corporate relationship [does not] implicate a
parent in its subsidiary’s actions.” Id. at 973-74. It is true that “[i]f private plaintiffs, who do not
have access to inside information, are to pursue violations of the law, the pleading standard must
take into account the fact that a complaint will ordinarily be limited to allegations pieced together
from publicly available information.” In re Broiler Chicken Antitrust Litigation, 290 F. Supp. 3d
772, 804 (N.D. Ill. 2017). But Student Plaintiffs have not even met the “publicly available
information” standard in their allegations against TREV. Because Student Plaintiffs have not
alleged any independent conduct in the conspiracy by TREV, their claims against TREV must be
dismissed.
An appropriate order will be entered.
Web®. Qube
cere leh Cinshintty □□
CHIEF UNITED STATES DISTRICT JUDGE

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11207434. Public record. Not legal advice.