Bell Atlantic Corp. v. Twombly

(Slip Opinion) OCTOBER TERM, 2006 1

Syllabus

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is

being done in connection with this case, at the time the opinion is issued.

The syllabus constitutes no part of the opinion of the Court but has been

prepared by the Reporter of Decisions for the convenience of the reader.

See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

Syllabus

BELL ATLANTIC CORP. ET AL. v. TWOMBLY ET AL.

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR

THE SECOND CIRCUIT

No. 05–1126. Argued November 27, 2006—Decided May 21, 2007

The 1984 divestiture of the American Telephone & Telegraph Com

pany’s (AT&T) local telephone business left a system of regional ser

vice monopolies, sometimes called Incumbent Local Exchange Carri

ers (ILECs), and a separate long-distance market from which the

ILECs were excluded. The Telecommunications Act of 1996 with

drew approval of the ILECs’ monopolies, “fundamentally restruc

tur[ing] local telephone markets” and “subject[ing] [ILECs] to a host

of duties intended to facilitate market entry.” AT&T Corp. v. Iowa

Utilities Bd., 525 U. S. 366, 371. It also authorized them to enter the

long-distance market. “Central to the [new] scheme [was each

ILEC’s] obligation . . . to share its network with” competitive local ex

change carriers (CLECs).” Verizon Communications Inc. v. Law Of

fices of Curtis V. Trinko, LLP, 540 U. S. 398, 402.

Respondents (hereinafter plaintiffs) represent a class of subscribers

of local telephone and/or high speed Internet services in this action

against petitioner ILECs for claimed violations of §1 of the Sherman

Act, which prohibits “[e]very contract, combination in the form of

trust or otherwise, or conspiracy, in restraint of trade or commerce

among the several States, or with foreign nations.” The complaint al

leges that the ILECs conspired to restrain trade (1) by engaging in

parallel conduct in their respective service areas to inhibit the growth

of upstart CLECs; and (2) by agreeing to refrain from competing

against one another, as indicated by their common failure to pursue

attractive business opportunities in contiguous markets and by a

statement by one ILEC’s chief executive officer that competing in an

other ILEC’s territory did not seem right. The District Court dis

missed the complaint, concluding that parallel business conduct alle

gations, taken alone, do not state a claim under §1; plaintiffs must

2 BELL ATLANTIC CORP. v. TWOMBLY

Syllabus

allege additional facts tending to exclude independent self-interested

conduct as an explanation for the parallel actions. Reversing, the

Second Circuit held that plaintiffs’ parallel conduct allegations were

sufficient to withstand a motion to dismiss because the ILECs failed

to show that there is no set of facts that would permit plaintiffs to

demonstrate that the particular parallelism asserted was the product

of collusion rather than coincidence.

Held:

1. Stating a §1 claim requires a complaint with enough factual

matter (taken as true) to suggest that an agreement was made. An

allegation of parallel conduct and a bare assertion of conspiracy will

not suffice. Pp. 6–17.

(a) Because §1 prohibits “only restraints effected by a contract,

combination, or conspiracy,” Copperweld Corp. v. Independence Tube

Corp., 467 U. S. 752, 775, “[t]he crucial question” is whether the chal

lenged anticompetitive conduct “stem[s] from independent decision or

from an agreement,” Theatre Enterprises, Inc. v. Paramount Film

Distributing Corp., 346 U. S. 537, 540. While a showing of parallel

“business behavior is admissible circumstantial evidence from which”

agreement may be inferred, it falls short of “conclusively estab

lish[ing] agreement or . . . itself constitut[ing] a Sherman Act of

fense.” Id., at 540–541. The inadequacy of showing parallel conduct

or interdependence, without more, mirrors the behavior’s ambiguity:

consistent with conspiracy, but just as much in line with a wide

swath of rational and competitive business strategy unilaterally

prompted by common perceptions of the market. Thus, this Court

has hedged against false inferences from identical behavior at a

number of points in the trial sequence, e.g., at the summary judg

ment stage, see Matsushita Elec. Industrial Co. v. Zenith Radio

Corp., 475 U. S. 574. Pp. 6–7.

(b) This case presents the antecedent question of what a plaintiff

must plead in order to state a §1 claim. Federal Rule of Civil Proce

dure 8(a)(2) requires only “a short and plain statement of the claim

showing that the pleader is entitled to relief,” in order to “give the de

fendant fair notice of what the . . . claim is and the grounds upon

which it rests,” Conley v. Gibson, 355 U. S. 41, 47. While a complaint

attacked by a Rule 12(b)(6) motion to dismiss does not need detailed

factual allegations, ibid., a plaintiff’s obligation to provide the

“grounds” of his “entitle[ment] to relief” requires more than labels

and conclusions, and a formulaic recitation of a cause of action’s ele

ments will not do. Factual allegations must be enough to raise a

right to relief above the speculative level on the assumption that all

of the complaint’s allegations are true. Applying these general stan

dards to a §1 claim, stating a claim requires a complaint with enough

Cite as: 550 U. S. ____ (2007) 3

Syllabus

factual matter to suggest an agreement. Asking for plausible

grounds does not impose a probability requirement at the pleading

stage; it simply calls for enough fact to raise a reasonable expectation

that discovery will reveal evidence of illegal agreement. The need at

the pleading stage for allegations plausibly suggesting (not merely

consistent with) agreement reflects Rule 8(a)(2)’s threshold require

ment that the “plain statement” possess enough heft to “sho[w] that

the pleader is entitled to relief.” A parallel conduct allegation gets

the §1 complaint close to stating a claim, but without further factual

enhancement it stops short of the line between possibility and plau

sibility. The requirement of allegations suggesting an agreement

serves the practical purpose of preventing a plaintiff with “ ‘a largely

groundless claim’ ” from “ ‘tak[ing] up the time of a number of other

people, with the right to do so representing an in terrorem increment

of the settlement value.’ ” Dura Pharmaceuticals, Inc. v. Broudo, 544

U. S. 336, 347. It is one thing to be cautious before dismissing an an

titrust complaint in advance of discovery, but quite another to forget

that proceeding to antitrust discovery can be expensive. That poten

tial expense is obvious here, where plaintiffs represent a putative

class of at least 90 percent of subscribers to local telephone or high-

speed Internet service in an action against America’s largest tele

communications firms for unspecified instances of antitrust viola

tions that allegedly occurred over a 7-year period. It is no answer to

say that a claim just shy of plausible entitlement can be weeded out

early in the discovery process, given the common lament that the suc

cess of judicial supervision in checking discovery abuse has been

modest. Plaintiffs’ main argument against the plausibility standard

at the pleading stage is its ostensible conflict with a literal reading of

Conley’s statement construing Rule 8: “a complaint should not be

dismissed for failure to state a claim unless it appears beyond doubt

that the plaintiff can prove no set of facts in support of his claim

which would entitle him to relief.” 355 U. S., at 45–46. The “no set of

facts” language has been questioned, criticized, and explained away

long enough by courts and commentators, and is best forgotten as an

incomplete, negative gloss on an accepted pleading standard: once a

claim has been stated adequately, it may be supported by showing

any set of facts consistent with the allegations in the complaint.

Conley described the breadth of opportunity to prove what an ade

quate complaint claims, not the minimum standard of adequate

pleading to govern a complaint’s survival. Pp. 7–17.

2. Under the plausibility standard, plaintiffs’ claim of conspiracy in

restraint of trade comes up short. First, the complaint leaves no

doubt that plaintiffs rest their §1 claim on descriptions of parallel

conduct, not on any independent allegation of actual agreement

4 BELL ATLANTIC CORP. v. TWOMBLY

Syllabus

among the ILECs. The nub of the complaint is the ILECs’ parallel

behavior, and its sufficiency turns on the suggestions raised by this

conduct when viewed in light of common economic experience. Noth

ing in the complaint invests either the action or inaction alleged with

a plausible conspiracy suggestion. As to the ILECs’ supposed agree

ment to disobey the 1996 Act and thwart the CLECs’ attempts to

compete, the District Court correctly found that nothing in the com

plaint intimates that resisting the upstarts was anything more than

the natural, unilateral reaction of each ILEC intent on preserving its

regional dominance. The complaint’s general collusion premise fails

to answer the point that there was no need for joint encouragement

to resist the 1996 Act, since each ILEC had reason to try and avoid

dealing with CLECs and would have tried to keep them out, regard

less of the other ILECs’ actions. Plaintiffs’ second conspiracy theory

rests on the competitive reticence among the ILECs themselves in

the wake of the 1996 Act to enter into their competitors’ territories,

leaving the relevant market highly compartmentalized geographi

cally, with minimal competition. This parallel conduct did not sug

gest conspiracy, not if history teaches anything. Monopoly was the

norm in telecommunications, not the exception. Because the ILECs

were born in that world, doubtless liked it, and surely knew the ad

age about him who lives by the sword, a natural explanation for the

noncompetition is that the former Government-sanctioned monopo

lists were sitting tight, expecting their neighbors to do the same. An

titrust conspiracy was not suggested by the facts adduced under ei

ther theory of the complaint, which thus fails to state a valid §1

claim. This analysis does not run counter to Swierkiewicz v. Sorema

N. A., 534 U. S. 506, 508, which held that “a complaint in an em

ployment discrimination lawsuit [need] not contain specific facts es

tablishing a prima facie case of discrimination.” Here, the Court is

not requiring heightened fact pleading of specifics, but only enough

facts to state a claim to relief that is plausible on its face. Because

the plaintiffs here have not nudged their claims across the line from

conceivable to plausible, their complaint must be dismissed. Pp. 18–

24.

425 F. 3d 99, reversed and remanded.

SOUTER, J., delivered the opinion of the Court, in which ROBERTS,

C. J., and SCALIA, KENNEDY, THOMAS, BREYER, and ALITO, JJ., joined.

STEVENS, J., filed a dissenting opinion, in which GINSBURG, J., joined,

except as to Part IV.

Cite as: 550 U. S. ____ (2007) 1

Opinion of the Court

NOTICE: This opinion is subject to formal revision before publication in the

preliminary print of the United States Reports. Readers are requested to

notify the Reporter of Decisions, Supreme Court of the United States, Wash

ington, D. C. 20543, of any typographical or other formal errors, in order

that corrections may be made before the preliminary print goes to press.

SUPREME COURT OF THE UNITED STATES

_________________

No. 05–1126

_________________

BELL ATLANTIC CORPORATION, ET AL., PETI-

TIONERS v. WILLIAM TWOMBLY ET AL.

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF

APPEALS FOR THE SECOND CIRCUIT

[May 21, 2007]

JUSTICE SOUTER delivered the opinion of the Court.

Liability under §1 of the Sherman Act, 15 U. S. C. §1,

requires a “contract, combination . . . , or conspiracy, in

restraint of trade or commerce.” The question in this

putative class action is whether a §1 complaint can sur

vive a motion to dismiss when it alleges that major tele

communications providers engaged in certain parallel

conduct unfavorable to competition, absent some factual

context suggesting agreement, as distinct from identical,

independent action. We hold that such a complaint should

be dismissed.

I

The upshot of the 1984 divestiture of the American

Telephone & Telegraph Company’s (AT&T) local telephone

business was a system of regional service monopolies

(variously called “Regional Bell Operating Companies,”

“Baby Bells,” or “Incumbent Local Exchange Carriers”

(ILECs)), and a separate, competitive market for long-

distance service from which the ILECs were excluded.

More than a decade later, Congress withdrew approval of

the ILECs’ monopolies by enacting the Telecommunica

2 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

tions Act of 1996 (1996 Act), 110 Stat. 56, which “funda

mentally restructure[d] local telephone markets” and

“subject[ed] [ILECs] to a host of duties intended to facili

tate market entry.” AT&T Corp. v. Iowa Utilities Bd., 525

U. S. 366, 371 (1999). In recompense, the 1996 Act set

conditions for authorizing ILECs to enter the long-

distance market. See 47 U. S. C. §271.

“Central to the [new] scheme [was each ILEC’s] obliga

tion . . . to share its network with competitors,” Verizon

Communications Inc. v. Law Offices of Curtis V. Trinko,

LLP, 540 U. S. 398, 402 (2004), which came to be known

as “competitive local exchange carriers” (CLECs), Pet. for

Cert. 6, n. 1. A CLEC could make use of an ILEC’s net

work in any of three ways: by (1) “purchas[ing] local tele

phone services at wholesale rates for resale to end users,”

(2) “leas[ing] elements of the [ILEC’s] network ‘on an

unbundled basis,’ ” or (3) “interconnect[ing] its own facili

ties with the [ILEC’s] network.” Iowa Utilities Bd., supra,

at 371 (quoting 47 U. S. C. §251(c)). Owing to the “consid

erable expense and effort” required to make unbundled

network elements available to rivals at wholesale prices,

Trinko, supra, at 410, the ILECs vigorously litigated the

scope of the sharing obligation imposed by the 1996 Act,

with the result that the Federal Communications Com

mission (FCC) three times revised its regulations to nar

row the range of network elements to be shared with the

CLECs. See Covad Communications Co. v. FCC, 450 F. 3d

528, 533–534 (CADC 2006) (summarizing the 10-year-long

regulatory struggle between the ILECs and CLECs).

Respondents William Twombly and Lawrence Marcus

(hereinafter plaintiffs) represent a putative class consist

ing of all “subscribers of local telephone and/or high speed

internet services . . . from February 8, 1996 to present.”

Amended Complaint in No. 02 CIV. 10220 (GEL) (SDNY)

¶53, App. 28 (hereinafter Complaint). In this action

Cite as: 550 U. S. ____ (2007) 3

Opinion of the Court

against petitioners, a group of ILECs,1 plaintiffs seek

treble damages and declaratory and injunctive relief for

claimed violations of §1 of the Sherman Act, ch. 647, 26

Stat. 209, as amended, 15 U. S. C. §1, which prohibits

“[e]very contract, combination in the form of trust or oth

erwise, or conspiracy, in restraint of trade or commerce

among the several States, or with foreign nations.”

The complaint alleges that the ILECs conspired to re

strain trade in two ways, each supposedly inflating charges

for local telephone and high-speed Internet services.

Plaintiffs say, first, that the ILECs “engaged in parallel

conduct” in their respective service areas to inhibit the

growth of upstart CLECs. Complaint ¶47, App. 23–26.

Their actions allegedly included making unfair agreements

with the CLECs for access to ILEC networks, providing

inferior connections to the networks, overcharging, and

billing in ways designed to sabotage the CLECs’ relations

with their own customers. Ibid. According to the com

plaint, the ILECs’ “compelling common motivatio[n]” to

thwart the CLECs’ competitive efforts naturally led them

to form a conspiracy; “[h]ad any one [ILEC] not sought to

prevent CLECs . . . from competing effectively . . . , the

resulting greater competitive inroads into that [ILEC’s]

territory would have revealed the degree to which competi

tive entry by CLECs would have been successful in the

other territories in the absence of such conduct.” Id., ¶50,

App. 26–27.

——————

1 The 1984 divestiture of AT&T’s local telephone service created seven

Regional Bell Operating Companies. Through a series of mergers and

acquisitions, those seven companies were consolidated into the four

ILECs named in this suit: BellSouth Corporation, Qwest Communica

tions International, Inc., SBC Communications, Inc., and Verizon

Communications, Inc. (successor-in-interest to Bell Atlantic Corpora

tion). Complaint ¶21, App. 16. Together, these ILECs allegedly control

90 percent or more of the market for local telephone service in the 48

contiguous States. Id., ¶48, App. 26.

4 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

Second, the complaint charges agreements by the ILECs

to refrain from competing against one another. These are

to be inferred from the ILECs’ common failure “meaning

fully [to] pursu[e]” “attractive business opportunit[ies]” in

contiguous markets where they possessed “substantial

competitive advantages,” id., ¶¶40–41, App. 21–22, and

from a statement of Richard Notebaert, chief executive

officer (CEO) of the ILEC Qwest, that competing in the

territory of another ILEC “ ‘might be a good way to turn a

quick dollar but that doesn’t make it right,’ ” id., ¶42, App.

22.

The complaint couches its ultimate allegations this way:

“In the absence of any meaningful competition be

tween the [ILECs] in one another’s markets, and in

light of the parallel course of conduct that each en

gaged in to prevent competition from CLECs within

their respective local telephone and/or high speed

internet services markets and the other facts and

market circumstances alleged above, Plaintiffs allege

upon information and belief that [the ILECs] have en

tered into a contract, combination or conspiracy to

prevent competitive entry in their respective local

telephone and/or high speed internet services markets

and have agreed not to compete with one another and

otherwise allocated customers and markets to one an

other.” Id., ¶51, App. 27.2

——————

2 In setting forth the grounds for §1 relief, the complaint repeats

these allegations in substantially similar language:

“Beginning at least as early as February 6, 1996, and continuing to the

present, the exact dates being unknown to Plaintiffs, Defendants and

their co-conspirators engaged in a contract, combination or conspiracy

to prevent competitive entry in their respective local telephone and/or

high speed internet services markets by, among other things, agreeing

not to compete with one another and to stifle attempts by others to

compete with them and otherwise allocating customers and markets to

one another in violation of Section 1 of the Sherman Act.” Id., ¶64,

Cite as: 550 U. S. ____ (2007) 5

Opinion of the Court

The United States District Court for the Southern Dis

trict of New York dismissed the complaint for failure to

state a claim upon which relief can be granted. The Dis

trict Court acknowledged that “plaintiffs may allege a

conspiracy by citing instances of parallel business behav

ior that suggest an agreement,” but emphasized that

“while ‘[c]ircumstantial evidence of consciously parallel

behavior may have made heavy inroads into the tradi

tional judicial attitude toward conspiracy[, . . .] “conscious

parallelism” has not yet read conspiracy out of the

Sherman Act entirely.’ ” 313 F. Supp. 2d 174, 179 (2003)

(quoting Theatre Enterprises, Inc. v. Paramount Film

Distributing Corp., 346 U. S. 537, 541 (1954); alterations

in original). Thus, the District Court understood that

allegations of parallel business conduct, taken alone, do

not state a claim under §1; plaintiffs must allege addi

tional facts that “ten[d] to exclude independent self-

interested conduct as an explanation for defendants’ paral

lel behavior.” 313 F. Supp. 2d, at 179. The District Court

found plaintiffs’ allegations of parallel ILEC actions to

discourage competition inadequate because “the behavior

of each ILEC in resisting the incursion of CLECs is fully

explained by the ILEC’s own interests in defending its

individual territory.” Id., at 183. As to the ILECs’ sup

posed agreement against competing with each other, the

District Court found that the complaint does not “alleg[e]

facts . . . suggesting that refraining from competing in

other territories as CLECs was contrary to [the ILECs’]

apparent economic interests, and consequently [does] not

rais[e] an inference that [the ILECs’] actions were the

result of a conspiracy.” Id., at 188.

The Court of Appeals for the Second Circuit reversed,

holding that the District Court tested the complaint by the

wrong standard. It held that “plus factors are not required

——————

App. 30–31.

6 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

to be pleaded to permit an antitrust claim based on paral

lel conduct to survive dismissal.” 425 F. 3d 99, 114 (2005)

(emphasis in original). Although the Court of Appeals

took the view that plaintiffs must plead facts that “include

conspiracy among the realm of ‘plausible’ possibilities in

order to survive a motion to dismiss,” it then said that “to

rule that allegations of parallel anticompetitive conduct

fail to support a plausible conspiracy claim, a court would

have to conclude that there is no set of facts that would

permit a plaintiff to demonstrate that the particular paral

lelism asserted was the product of collusion rather than

coincidence.” Ibid.

We granted certiorari to address the proper standard for

pleading an antitrust conspiracy through allegations of

parallel conduct, 547 U. S. ___ (2006), and now reverse.

II

A

Because §1 of the Sherman Act “does not prohibit [all]

unreasonable restraints of trade . . . but only restraints

effected by a contract, combination, or conspiracy,” Cop

perweld Corp. v. Independence Tube Corp., 467 U. S. 752,

775 (1984), “[t]he crucial question” is whether the chal

lenged anticompetitive conduct “stem[s] from independent

decision or from an agreement, tacit or express,” Theatre

Enterprises, 346 U. S., at 540. While a showing of parallel

“business behavior is admissible circumstantial evidence

from which the fact finder may infer agreement,” it falls

short of “conclusively establish[ing] agreement or . . . itself

constitut[ing] a Sherman Act offense.” Id., at 540–541.

Even “conscious parallelism,” a common reaction of “firms

in a concentrated market [that] recogniz[e] their shared

economic interests and their interdependence with respect

to price and output decisions” is “not in itself unlawful.”

Brooke Group Ltd. v. Brown & Williamson Tobacco Corp.,

509 U. S. 209, 227 (1993); see 6 P. Areeda & H. Hovenk

Cite as: 550 U. S. ____ (2007) 7

Opinion of the Court

amp, Antitrust Law ¶1433a, p. 236 (2d ed. 2003) (herein

after Areeda & Hovenkamp) (“The courts are nearly

unanimous in saying that mere interdependent parallel

ism does not establish the contract, combination, or con

spiracy required by Sherman Act §1”); Turner, The Defini

tion of Agreement Under the Sherman Act: Conscious

Parallelism and Refusals to Deal, 75 Harv. L. Rev. 655,

672 (1962) (“[M]ere interdependence of basic price deci

sions is not conspiracy”).

The inadequacy of showing parallel conduct or interde

pendence, without more, mirrors the ambiguity of the

behavior: consistent with conspiracy, but just as much in

line with a wide swath of rational and competitive busi

ness strategy unilaterally prompted by common percep

tions of the market. See, e.g., AEI-Brookings Joint Center

for Regulatory Studies, Epstein, Motions to Dismiss Anti

trust Cases: Separating Fact from Fantasy, Related Publi

cation 06–08, pp. 3–4 (2006) (discussing problem of “false

positives” in §1 suits). Accordingly, we have previously

hedged against false inferences from identical behavior at

a number of points in the trial sequence. An antitrust

conspiracy plaintiff with evidence showing nothing beyond

parallel conduct is not entitled to a directed verdict, see

Theatre Enterprises, supra; proof of a §1 conspiracy must

include evidence tending to exclude the possibility of

independent action, see Monsanto Co. v. Spray-Rite Ser

vice Corp., 465 U. S. 752 (1984); and at the summary

judgment stage a §1 plaintiff’s offer of conspiracy evidence

must tend to rule out the possibility that the defendants

were acting independently, see Matsushita Elec. Indus

trial Co. v. Zenith Radio Corp., 475 U. S. 574 (1986).

B

This case presents the antecedent question of what a

plaintiff must plead in order to state a claim under §1 of

the Sherman Act. Federal Rule of Civil Procedure 8(a)(2)

8 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

requires only “a short and plain statement of the claim

showing that the pleader is entitled to relief,” in order to

“give the defendant fair notice of what the . . . claim is and

the grounds upon which it rests,” Conley v. Gibson, 355

U. S. 41, 47 (1957). While a complaint attacked by a Rule

12(b)(6) motion to dismiss does not need detailed factual

allegations, ibid.; Sanjuan v. American Bd. of Psychiatry

and Neurology, Inc., 40 F. 3d 247, 251 (CA7 1994), a plain

tiff’s obligation to provide the “grounds” of his “enti

tle[ment] to relief” requires more than labels and conclu

sions, and a formulaic recitation of the elements of a cause

of action will not do, see Papasan v. Allain, 478 U. S. 265,

286 (1986) (on a motion to dismiss, courts “are not bound

to accept as true a legal conclusion couched as a factual

allegation”). Factual allegations must be enough to raise a

right to relief above the speculative level, see 5 C. Wright

& A. Miller, Federal Practice and Procedure §1216, pp.

235–236 (3d ed. 2004) (hereinafter Wright & Miller)

(“[T]he pleading must contain something more . . . than

. . . a statement of facts that merely creates a suspicion [of]

a legally cognizable right of action”),3 on the assumption

that all the allegations in the complaint are true (even if

——————

3 The dissent greatly oversimplifies matters by suggesting that the

Federal Rules somehow dispensed with the pleading of facts altogether.

See post, at 10 (opinion of STEVENS, J.) (pleading standard of Federal

Rules “does not require, or even invite, the pleading of facts”). While,

for most types of cases, the Federal Rules eliminated the cumbersome

requirement that a claimant “set out in detail the facts upon which he

bases his claim,” Conley v. Gibson, 355 U. S. 41, 47 (1957) (emphasis

added), Rule 8(a)(2) still requires a “showing,” rather than a blanket

assertion, of entitlement to relief. Without some factual allegation in

the complaint, it is hard to see how a claimant could satisfy the re

quirement of providing not only “fair notice” of the nature of the claim,

but also “grounds” on which the claim rests. See 5 Wright & Miller

§1202, at 94, 95 (Rule 8(a) “contemplate[s] the statement of circum

stances, occurrences, and events in support of the claim presented” and

does not authorize a pleader’s “bare averment that he wants relief and

is entitled to it”).

Cite as: 550 U. S. ____ (2007) 9

Opinion of the Court

doubtful in fact), see, e.g., Swierkiewicz v. Sorema N. A.,

534 U. S. 506, 508, n. 1 (2002); Neitzke v. Williams, 490

U. S. 319, 327 (1989) (“Rule 12(b)(6) does not countenance

. . . dismissals based on a judge’s disbelief of a complaint’s

factual allegations”); Scheuer v. Rhodes, 416 U. S. 232, 236

(1974) (a well-pleaded complaint may proceed even if it

appears “that a recovery is very remote and unlikely”).

In applying these general standards to a §1 claim, we

hold that stating such a claim requires a complaint with

enough factual matter (taken as true) to suggest that an

agreement was made. Asking for plausible grounds to

infer an agreement does not impose a probability require

ment at the pleading stage; it simply calls for enough fact

to raise a reasonable expectation that discovery will reveal

evidence of illegal agreement.4 And, of course, a well-

pleaded complaint may proceed even if it strikes a savvy

judge that actual proof of the facts alleged is improbable,

and “that a recovery is very remote and unlikely.” Ibid.

In identifying facts that are suggestive enough to render a

§1 conspiracy plausible, we have the benefit of the prior

rulings and considered views of leading commentators,

already quoted, that lawful parallel conduct fails to be

——————

4 Commentators have offered several examples of parallel conduct

allegations that would state a §1 claim under this standard. See, e.g., 6

Areeda & Hovenkamp ¶1425, at 167–185 (discussing “parallel behavior

that would probably not result from chance, coincidence, independent

responses to common stimuli, or mere interdependence unaided by an

advance understanding among the parties”); Blechman, Conscious

Parallelism, Signalling and Facilitating Devices: The Problem of Tacit

Collusion Under the Antitrust Laws, 24 N. Y. L. S. L. Rev. 881, 899

(1979) (describing “conduct [that] indicates the sort of restricted free

dom of action and sense of obligation that one generally associates with

agreement”). The parties in this case agree that “complex and histori

cally unprecedented changes in pricing structure made at the very

same time by multiple competitors, and made for no other discernible

reason” would support a plausible inference of conspiracy. Brief for

Respondents 37; see also Reply Brief for Petitioners 12.

10 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

speak unlawful agreement. It makes sense to say, there

fore, that an allegation of parallel conduct and a bare

assertion of conspiracy will not suffice. Without more,

parallel conduct does not suggest conspiracy, and a con

clusory allegation of agreement at some unidentified point

does not supply facts adequate to show illegality. Hence,

when allegations of parallel conduct are set out in order to

make a §1 claim, they must be placed in a context that

raises a suggestion of a preceding agreement, not merely

parallel conduct that could just as well be independent

action.

The need at the pleading stage for allegations plausibly

suggesting (not merely consistent with) agreement reflects

the threshold requirement of Rule 8(a)(2) that the “plain

statement” possess enough heft to “sho[w] that the pleader

is entitled to relief.” A statement of parallel conduct, even

conduct consciously undertaken, needs some setting sug

gesting the agreement necessary to make out a §1 claim;

without that further circumstance pointing toward a

meeting of the minds, an account of a defendant’s com

mercial efforts stays in neutral territory. An allegation of

parallel conduct is thus much like a naked assertion of

conspiracy in a §1 complaint: it gets the complaint close to

stating a claim, but without some further factual en

hancement it stops short of the line between possibility

and plausibility of “entitle[ment] to relief.” Cf. DM Re

search, Inc. v. College of Am. Pathologists, 170 F. 3d 53, 56

(CA1 1999) (“[T]erms like ‘conspiracy,’ or even ‘agreement,’

are border-line: they might well be sufficient in conjunc

tion with a more specific allegation—for example, identi

fying a written agreement or even a basis for inferring a

tacit agreement, . . . but a court is not required to accept

such terms as a sufficient basis for a complaint”).5

——————

5 The border in DM Research was the line between the conclusory and

the factual. Here it lies between the factually neutral and the factually

Cite as: 550 U. S. ____ (2007) 11

Opinion of the Court

We alluded to the practical significance of the Rule 8

entitlement requirement in Dura Pharmaceuticals, Inc. v.

Broudo, 544 U. S. 336 (2005), when we explained that

something beyond the mere possibility of loss causation

must be alleged, lest a plaintiff with “ ‘a largely groundless

claim’ ” be allowed to “ ‘take up the time of a number of

other people, with the right to do so representing an in

terrorem increment of the settlement value.’ ” Id., at 347

(quoting Blue Chip Stamps v. Manor Drug Stores, 421

U. S. 723, 741 (1975)). So, when the allegations in a com

plaint, however true, could not raise a claim of entitlement

to relief, “ ‘this basic deficiency should . . . be exposed at

the point of minimum expenditure of time and money by

the parties and the court.’ ” 5 Wright & Miller §1216, at

233–234 (quoting Daves v. Hawaiian Dredging Co., 114

F. Supp. 643, 645 (Haw. 1953)); see also Dura, supra, at

346; Asahi Glass Co. v. Pentech Pharmaceuticals, Inc., 289

F. Supp. 2d 986, 995 (ND Ill. 2003) (Posner, J., sitting by

designation) (“[S]ome threshold of plausibility must be

crossed at the outset before a patent antitrust case should

be permitted to go into its inevitably costly and protracted

discovery phase”).

Thus, it is one thing to be cautious before dismissing an

antitrust complaint in advance of discovery, cf. Poller v.

Columbia Broadcasting System, Inc., 368 U. S. 464, 473

(1962), but quite another to forget that proceeding to

antitrust discovery can be expensive. As we indicated over

20 years ago in Associated Gen. Contractors of Cal., Inc. v.

Carpenters, 459 U. S. 519, 528, n. 17 (1983), “a district

court must retain the power to insist upon some specificity

in pleading before allowing a potentially massive factual

controversy to proceed.” See also Car Carriers, Inc. v.

Ford Motor Co., 745 F. 2d 1101, 1106 (CA7 1984) (“[T]he

——————

suggestive. Each must be crossed to enter the realm of plausible

liability.

12 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

costs of modern federal antitrust litigation and the in

creasing caseload of the federal courts counsel against

sending the parties into discovery when there is no rea

sonable likelihood that the plaintiffs can construct a claim

from the events related in the complaint”); Note, Modeling

the Effect of One-Way Fee Shifting on Discovery Abuse in

Private Antitrust Litigation, 78 N. Y. U. L. Rev. 1887,

1898–1899 (2003) (discussing the unusually high cost of

discovery in antitrust cases); Manual for Complex Litiga

tion, Fourth, §30, p. 519 (2004) (describing extensive

scope of discovery in antitrust cases); Memorandum from

Paul V. Niemeyer, Chair, Advisory Committee on Civil

Rules, to Hon. Anthony J. Scirica, Chair, Committee on

Rules of Practice and Procedure (May 11, 1999), 192

F. R. D. 354, 357 (2000) (reporting that discovery accounts

for as much as 90 percent of litigation costs when discov

ery is actively employed). That potential expense is obvi

ous enough in the present case: plaintiffs represent a

putative class of at least 90 percent of all subscribers to

local telephone or high-speed Internet service in the conti

nental United States, in an action against America’s larg

est telecommunications firms (with many thousands of

employees generating reams and gigabytes of business

records) for unspecified (if any) instances of antitrust

violations that allegedly occurred over a period of seven

years.

It is no answer to say that a claim just shy of a plausible

entitlement to relief can, if groundless, be weeded out

early in the discovery process through “careful case man

agement,” post at 4, given the common lament that the

success of judicial supervision in checking discovery abuse

has been on the modest side. See, e.g., Easterbrook, Dis

covery as Abuse, 69 B. U. L. Rev. 635, 638 (1989) (“Judges

can do little about impositional discovery when parties

control the legal claims to be presented and conduct the

discovery themselves”). And it is self-evident that the

Cite as: 550 U. S. ____ (2007) 13

Opinion of the Court

problem of discovery abuse cannot be solved by “careful

scrutiny of evidence at the summary judgment stage,”

much less “lucid instructions to juries,” post, at 4; the

threat of discovery expense will push cost-conscious defen

dants to settle even anemic cases before reaching those

proceedings. Probably, then, it is only by taking care to

require allegations that reach the level suggesting con

spiracy that we can hope to avoid the potentially enor

mous expense of discovery in cases with no “ ‘reasonably

founded hope that the [discovery] process will reveal rele

vant evidence’ ” to support a §1 claim. Dura, 544 U. S., at

347 (quoting Blue Chip Stamps, supra, at 741; alteration

in Dura).6

——————

6 The dissent takes heart in the reassurances of plaintiffs’ counsel

that discovery would be “ ‘ “phased” ’ ” and “limited to the existence of

the alleged conspiracy and class certification.” Post, at 24. But deter

mining whether some illegal agreement may have taken place between

unspecified persons at different ILECs (each a multibillion dollar

corporation with legions of management level employees) at some point

over seven years is a sprawling, costly, and hugely time-consuming

undertaking not easily susceptible to the kind of line drawing and case

management that the dissent envisions. Perhaps the best answer to

the dissent’s optimism that antitrust discovery is open to effective

judicial control is a more extensive quotation of the authority just cited,

a judge with a background in antitrust law. Given the system that we

have, the hope of effective judicial supervision is slim: “The timing is all

wrong. The plaintiff files a sketchy complaint (the Rules of Civil

Procedure discourage fulsome documents), and discovery is launched.

A judicial officer does not know the details of the case the parties will

present and in theory cannot know the details. Discovery is used to

find the details. The judicial officer always knows less than the parties,

and the parties themselves may not know very well where they are

going or what they expect to find. A magistrate supervising discovery

does not—cannot—know the expected productivity of a given request,

because the nature of the requester’s claim and the contents of the files

(or head) of the adverse party are unknown. Judicial officers cannot

measure the costs and benefits to the requester and so cannot isolate

impositional requests. Requesters have no reason to disclose their own

estimates because they gain from imposing costs on rivals (and may

lose from an improvement in accuracy). The portions of the Rules of

14 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

Plaintiffs do not, of course, dispute the requirement of

plausibility and the need for something more than merely

parallel behavior explained in Theatre Enterprises, Mon

santo, and Matsushita, and their main argument against

the plausibility standard at the pleading stage is its osten

sible conflict with an early statement of ours construing

Rule 8. Justice Black’s opinion for the Court in Conley v.

Gibson spoke not only of the need for fair notice of the

grounds for entitlement to relief but of “the accepted rule

that a complaint should not be dismissed for failure to

state a claim unless it appears beyond doubt that the

plaintiff can prove no set of facts in support of his claim

which would entitle him to relief.” 355 U. S., at 45–46.

This “no set of facts” language can be read in isolation as

saying that any statement revealing the theory of the

claim will suffice unless its factual impossibility may be

shown from the face of the pleadings; and the Court of

Appeals appears to have read Conley in some such way

when formulating its understanding of the proper plead

ing standard, see 425 F. 3d, at 106, 114 (invoking Conley’s

“no set of facts” language in describing the standard for

dismissal).7

——————

Civil Procedure calling on judges to trim back excessive demands,

therefore, have been, and are doomed to be, hollow. We cannot prevent

what we cannot detect; we cannot detect what we cannot define; we

cannot define ‘abusive’ discovery except in theory, because in practice

we lack essential information.” Easterbrook, Discovery as Abuse, 69 B.

U. L. Rev. 635, 638–639 (1989).

7 The Court of Appeals also relied on Chief Judge Clark’s suggestion

in Nagler v. Admiral Corp., 248 F. 3d 319 (CA2 1957), that facts indi

cating parallel conduct alone suffice to state a claim under §1. 425

F. 3d, at 114 (citing Nagler, supra, at 325). But Nagler gave no expla

nation for citing Theatre Enterprises (which upheld a denial of a di

rected verdict for plaintiff on the ground that proof of parallelism was

not proof of conspiracy) as authority that pleading parallel conduct

sufficed to plead a Sherman Act conspiracy. Now that Monsanto Co. v.

Spray-Rite Service Corp., 465 U. S. 752 (1984), and Matsushita Elec.

Industrial Co. v. Zenith Radio Corp., 475 U. S. 574 (1986), have made it

Cite as: 550 U. S. ____ (2007) 15

Opinion of the Court

On such a focused and literal reading of Conley’s “no set

of facts,” a wholly conclusory statement of claim would

survive a motion to dismiss whenever the pleadings left

open the possibility that a plaintiff might later establish

some “set of [undisclosed] facts” to support recovery. So

here, the Court of Appeals specifically found the prospect

of unearthing direct evidence of conspiracy sufficient to

preclude dismissal, even though the complaint does not set

forth a single fact in a context that suggests an agreement.

425 F. 3d, at 106, 114. It seems fair to say that this ap

proach to pleading would dispense with any showing of a

“ ‘reasonably founded hope’ ” that a plaintiff would be able

to make a case, see Dura, 544 U. S., at 347 (quoting Blue

Chip Stamps, 421 U. S., at 741); Mr. Micawber’s optimism

would be enough.

Seeing this, a good many judges and commentators have

balked at taking the literal terms of the Conley passage as

a pleading standard. See, e.g., Car Carriers, 745 F. 2d, at

1106 (“Conley has never been interpreted literally” and,

“[i]n practice, a complaint . . . must contain either direct or

inferential allegations respecting all the material elements

necessary to sustain recovery under some viable legal

theory” (internal quotation marks omitted; emphasis and

omission in original); Ascon Properties, Inc. v. Mobil Oil

Co., 866 F. 2d 1149, 1155 (CA9 1989) (tension between

Conley’s “no set of facts” language and its acknowledgment

that a plaintiff must provide the “grounds” on which his

claim rests); O’Brien v. DiGrazia, 544 F. 2d 543, 546, n. 3

(CA1 1976) (“[W]hen a plaintiff . . . supplies facts to sup

port his claim, we do not think that Conley imposes a duty

on the courts to conjure up unpleaded facts that might

——————

clear that neither parallel conduct nor conscious parallelism, taken

alone, raise the necessary implication of conspiracy, it is time for a

fresh look at adequacy of pleading when a claim rests on parallel

action.

16 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

turn a frivolous claim of unconstitutional . . . action into a

substantial one”); McGregor v. Industrial Excess Landfill,

Inc., 856 F. 2d 39, 42–43 (CA6 1988) (quoting O’Brien’s

analysis); Hazard, From Whom No Secrets Are Hid, 76

Tex. L. Rev. 1665, 1685 (1998) (describing Conley as having

“turned Rule 8 on its head”); Marcus, The Revival of Fact

Pleading Under the Federal Rules of Civil Procedure, 86

Colum. L. Rev. 433, 463–465 (1986) (noting tension be

tween Conley and subsequent understandings of Rule 8).

We could go on, but there is no need to pile up further

citations to show that Conley’s “no set of facts” language

has been questioned, criticized, and explained away long

enough. To be fair to the Conley Court, the passage

should be understood in light of the opinion’s preceding

summary of the complaint’s concrete allegations, which

the Court quite reasonably understood as amply stating a

claim for relief. But the passage so often quoted fails to

mention this understanding on the part of the Court, and

after puzzling the profession for 50 years, this famous

observation has earned its retirement. The phrase is best

forgotten as an incomplete, negative gloss on an accepted

pleading standard: once a claim has been stated ade

quately, it may be supported by showing any set of facts

consistent with the allegations in the complaint. See

Sanjuan, 40 F. 3d, at 251 (once a claim for relief has been

stated, a plaintiff “receives the benefit of imagination, so

long as the hypotheses are consistent with the complaint”);

accord, Swierkiewicz, 534 U. S., at 514; National Organi

zation for Women, Inc. v. Scheidler, 510 U. S. 249, 256

(1994); H. J. Inc. v. Northwestern Bell Telephone Co., 492

U. S. 229, 249–250 (1989); Hishon v. King & Spalding, 467

U. S. 69, 73 (1984). Conley, then, described the breadth of

opportunity to prove what an adequate complaint claims,

not the minimum standard of adequate pleading to govern

Cite as: 550 U. S. ____ (2007) 17

Opinion of the Court

a complaint’s survival.8

——————

8 Because Conley’s “ ‘no set of facts’ ” language was one of our earliest

statements about pleading under the Federal Rules, it is no surprise

that it has since been “cited as authority” by this Court and others.

Post, at 8. Although we have not previously explained the circum

stances and rejected the literal reading of the passage embraced by the

Court of Appeals, our analysis comports with this Court’s statements in

the years since Conley. See Dura, 544 U. S., at 347 (quoting Blue Chip

Stamps v. Manor Drug Stores, 421 U. S. 723, 741 (1975); (requiring

“ ‘reasonably founded hope that the [discovery] process will reveal

relevant evidence’ ” to support the claim (alteration in Dura)); Associ

ated Gen. Contractors of Cal., Inc. v. Carpenters, 459 U. S. 519, 526

(1983) (“It is not . . . proper to assume that [the plaintiff] can prove

facts that it has not alleged or that the defendants have violated the

antitrust laws in ways that have not been alleged”); Wilson v. Schnet

tler, 365 U. S. 381, 383 (1961) (“In the absence of . . . an allegation [that

the arrest was made without probable cause] the courts below could

not, nor can we, assume that respondents arrested petitioner without

probable cause to believe that he had committed . . . a narcotics of

fense”). Nor are we reaching out to decide this issue in a case where

the matter was not raised by the parties, see post, at 10, since both the

ILECs and the Government highlight the problems stemming from a

literal interpretation of Conley’s “no set of facts” language and seek

clarification of the standard. Brief for Petitioners 27–28; Brief for

United States as Amicus Curiae 22–25; see also Brief for Respondents

17 (describing “[p]etitioners and their amici” as mounting an “attack on

Conley’s ‘no set of facts’ standard”).

The dissent finds relevance in Court of Appeals precedents from the

1940s, which allegedly gave rise to Conley’s “no set of facts” language.

See post, at 11–13. Even indulging this line of analysis, these cases do

not challenge the understanding that, before proceeding to discovery, a

complaint must allege facts suggestive of illegal conduct. See, e.g.,

Leimer v. State Mut. Life Assur. Co., 108 F. 2d 302, 305 (CA8 1940)

(“ ‘[I]f, in view of what is alleged, it can reasonably be conceived that the

plaintiffs . . . could, upon a trial, establish a case which would entitle

them to . . . relief, the motion to dismiss should not have been

granted’ ”); Continental Collieries, Inc. v. Shober, 130 F. 2d 631, 635

(CA3 1942) (“No matter how likely it may seem that the pleader will be

unable to prove his case, he is entitled, upon averring a claim, to an

opportunity to try to prove it”). Rather, these cases stand for the

unobjectionable proposition that, when a complaint adequately states a

claim, it may not be dismissed based on a district court’s assessment

18 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

III

When we look for plausibility in this complaint, we

agree with the District Court that plaintiffs’ claim of

conspiracy in restraint of trade comes up short. To begin

with, the complaint leaves no doubt that plaintiffs rest

their §1 claim on descriptions of parallel conduct and not

on any independent allegation of actual agreement among

the ILECs. Supra, at 4. Although in form a few stray

statements speak directly of agreement,9 on fair reading

these are merely legal conclusions resting on the prior

allegations. Thus, the complaint first takes account of the

alleged “absence of any meaningful competition between

[the ILECs] in one another’s markets,” “the parallel course

of conduct that each [ILEC] engaged in to prevent compe

tition from CLECs,” “and the other facts and market

circumstances alleged [earlier]”; “in light of” these, the

complaint concludes “that [the ILECs] have entered into a

contract, combination or conspiracy to prevent competitive

entry into their . . . markets and have agreed not to com

pete with one another.” Complaint ¶51, App. 27.10 The

——————

that the plaintiff will fail to find evidentiary support for his allegations

or prove his claim to the satisfaction of the factfinder. Cf. Scheuer v.

Rhodes, 416 U. S. 232, 236 (1974) (a district court weighing a motion to

dismiss asks “not whether a plaintiff will ultimately prevail but

whether the claimant is entitled to offer evidence to support the

claims”).

9 See Complaint ¶¶51, 64, App. 27, 30–31 (alleging that ILECs en

gaged in a “contract, combination or conspiracy” and agreed not to

compete with one another).

10 If the complaint had not explained that the claim of agreement

rested on the parallel conduct described, we doubt that the complaint’s

references to an agreement among the ILECs would have given the

notice required by Rule 8. Apart from identifying a seven-year span in

which the §1 violations were supposed to have occurred (i.e.,

“[b]eginning at least as early as February 6, 1996, and continuing to the

present,” id., ¶64, App. 30), the pleadings mentioned no specific time,

place, or person involved in the alleged conspiracies. This lack of notice

contrasts sharply with the model form for pleading negligence, Form 9,

Cite as: 550 U. S. ____ (2007) 19

Opinion of the Court

nub of the complaint, then, is the ILECs’ parallel behavior,

consisting of steps to keep the CLECs out and manifest

disinterest in becoming CLECs themselves, and its suffi

ciency turns on the suggestions raised by this conduct

when viewed in light of common economic experience.11

We think that nothing contained in the complaint in

vests either the action or inaction alleged with a plausible

suggestion of conspiracy. As to the ILECs’ supposed

agreement to disobey the 1996 Act and thwart the CLECs’

attempts to compete, we agree with the District Court that

nothing in the complaint intimates that the resistance to

the upstarts was anything more than the natural, unilat

eral reaction of each ILEC intent on keeping its regional

dominance. The 1996 Act did more than just subject the

ILECs to competition; it obliged them to subsidize their

competitors with their own equipment at wholesale rates.

The economic incentive to resist was powerful, but resist

ing competition is routine market conduct, and even if the

ILECs flouted the 1996 Act in all the ways the plaintiffs

allege, see id., ¶47, App. 23–24, there is no reason to infer

that the companies had agreed among themselves to do

what was only natural anyway; so natural, in fact, that if

——————

which the dissent says exemplifies the kind of “bare allegation” that

survives a motion to dismiss. Post, at 6. Whereas the model form

alleges that the defendant struck the plaintiff with his car while

plaintiff was crossing a particular highway at a specified date and time,

the complaint here furnishes no clue as to which of the four ILECs

(much less which of their employees) supposedly agreed, or when and

where the illicit agreement took place. A defendant wishing to prepare

an answer in the simple fact pattern laid out in Form 9 would know

what to answer; a defendant seeking to respond to plaintiffs’ conclusory

allegations in the §1 context would have little idea where to begin.

11 The dissent’s quotations from the complaint leave the impression

that plaintiffs directly allege illegal agreement; in fact, they proceed

exclusively via allegations of parallel conduct, as both the District

Court and Court of Appeals recognized. See 313 F. Supp. 2d 174, 182

(SDNY 2003); 425 F. 3d 99, 102–104 (CA 2005).

20 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

alleging parallel decisions to resist competition were

enough to imply an antitrust conspiracy, pleading a §1

violation against almost any group of competing busi

nesses would be a sure thing.

The complaint makes its closest pass at a predicate for

conspiracy with the claim that collusion was necessary

because success by even one CLEC in an ILEC’s territory

“would have revealed the degree to which competitive

entry by CLECs would have been successful in the other

territories.” Id., ¶50, App. 26–27. But, its logic aside, this

general premise still fails to answer the point that there

was just no need for joint encouragement to resist the

1996 Act; as the District Court said, “each ILEC has rea

son to want to avoid dealing with CLECs” and “each ILEC

would attempt to keep CLECs out, regardless of the ac

tions of the other ILECs.” 313 F. Supp. 2d, at 184; cf.

Kramer v. Pollock-Krasner Foundation, 890 F. Supp. 250,

256 (SDNY 1995) (while the plaintiff “may believe the

defendants conspired . . . , the defendants’ allegedly

conspiratorial actions could equally have been prompted

by lawful, independent goals which do not constitute a

conspiracy”).12

Plaintiffs’ second conspiracy theory rests on the com

petitive reticence among the ILECs themselves in the

wake of the 1996 Act, which was supposedly passed in the

“ ‘hop[e] that the large incumbent local monopoly compa

nies . . . might attack their neighbors’ service areas, as

——————

12 From the allegation that the ILECs belong to various trade associa

tions, see Complaint ¶46, App. 23, the dissent playfully suggests that

they conspired to restrain trade, an inference said to be “buttressed by

the common sense of Adam Smith.” Post, at 22, 25–26. If Adam Smith

is peering down today, he may be surprised to learn that his tongue-in

cheek remark would be authority to force his famous pinmaker to

devote financial and human capital to hire lawyers, prepare for deposi

tions, and otherwise fend off allegations of conspiracy; all this just

because he belonged to the same trade guild as one of his competitors

when their pins carried the same price tag.

Cite as: 550 U. S. ____ (2007) 21

Opinion of the Court

they are the best situated to do so.’ ” Complaint ¶38, App.

20 (quoting Consumer Federation of America, Lessons

from 1996 Telecommunications Act: Deregulation Before

Meaningful Competition Spells Consumer Disaster, p. 12

(Feb. 2000). Contrary to hope, the ILECs declined “ ‘to

enter each other’s service territories in any significant

way,’ ” Complaint ¶38, App. 20, and the local telephone

and high speed Internet market remains highly compart

mentalized geographically, with minimal competition.

Based on this state of affairs, and perceiving the ILECs to

be blessed with “especially attractive business opportuni

ties” in surrounding markets dominated by other ILECs,

the plaintiffs assert that the ILECs’ parallel conduct was

“strongly suggestive of conspiracy.” Id., ¶40, App. 21.

But it was not suggestive of conspiracy, not if history

teaches anything. In a traditionally unregulated industry

with low barriers to entry, sparse competition among large

firms dominating separate geographical segments of the

market could very well signify illegal agreement, but here

we have an obvious alternative explanation. In the decade

preceding the 1996 Act and well before that, monopoly was

the norm in telecommunications, not the exception. See

Verizon Communications Inc. v. FCC, 535 U. S. 467, 477–

478 (2002) (describing telephone service providers as

traditional public monopolies). The ILECs were born in

that world, doubtless liked the world the way it was, and

surely knew the adage about him who lives by the sword.

Hence, a natural explanation for the noncompetition

alleged is that the former Government-sanctioned mo

nopolists were sitting tight, expecting their neighbors to

do the same thing.

In fact, the complaint itself gives reasons to believe that

the ILECs would see their best interests in keeping to

their old turf. Although the complaint says generally that

the ILECs passed up “especially attractive business oppor

tunit[ies]” by declining to compete as CLECs against other

22 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

ILECs, Complaint ¶40, App. 21, it does not allege that

competition as CLECs was potentially any more lucrative

than other opportunities being pursued by the ILECs

during the same period,13 and the complaint is replete

with indications that any CLEC faced nearly insurmount

able barriers to profitability owing to the ILECs’ flagrant

resistance to the network sharing requirements of the

1996 Act, id., ¶47; App. 23–26. Not only that, but even

without a monopolistic tradition and the peculiar difficulty

of mandating shared networks, “[f]irms do not expand

without limit and none of them enters every market that

an outside observer might regard as profitable, or even a

small portion of such markets.” Areeda & Hovenkamp

¶307d, at 155 (Supp. 2006) (commenting on the case at

bar). The upshot is that Congress may have expected

some ILECs to become CLECs in the legacy territories of

other ILECs, but the disappointment does not make con

spiracy plausible. We agree with the District Court’s

assessment that antitrust conspiracy was not suggested by

the facts adduced under either theory of the complaint,

——————

13 The complaint quoted a reported statement of Qwest’s CEO, Rich

ard Notebaert, to suggest that the ILECs declined to compete against

each other despite recognizing that it “ ‘might be a good way to turn a

quick dollar.’ ” ¶42, App. 22 (quoting Chicago Tribune, Oct. 31, 2002,

Business Section, p. 1). This was only part of what he reportedly said,

however, and the District Court was entitled to take notice of the full

contents of the published articles referenced in the complaint, from

which the truncated quotations were drawn. See Fed. Rule Evid. 201.

Notebaert was also quoted as saying that entering new markets as a

CLEC would not be “a sustainable economic model” because the CLEC

pricing model is “just . . . nuts.” Chicago Tribune, Oct. 31, 2002, Busi

ness Section, p. 1 (cited at Complaint ¶42, App. 22). Another source

cited in the complaint quotes Notebaert as saying he thought it “un

wise” to “base a business plan” on the privileges accorded to CLECs

under the 1996 Act because the regulatory environment was too unsta

ble. Chicago Tribune, Dec. 19, 2002, Business Section, p. 2 (cited at

Complaint ¶45, App. 23).

Cite as: 550 U. S. ____ (2007) 23

Opinion of the Court

which thus fails to state a valid §1 claim.14

Plaintiffs say that our analysis runs counter to

Swierkiewicz v. Sorema N. A., 534 U. S. 506, 508 (2002),

which held that “a complaint in an employment discrimi

nation lawsuit [need] not contain specific facts establish

ing a prima facie case of discrimination under the frame

work set forth in McDonnell Douglas Corp. v. Green, 411

U. S. 792 (1973).” They argue that just as the prima facie

case is a “flexible evidentiary standard” that “should not

be transposed into a rigid pleading standard for discrimi

nation cases,” Swierkiewicz, supra, at 512, “transpos[ing]

‘plus factor’ summary judgment analysis woodenly into a

rigid Rule 12(b)(6) pleading standard . . . would be un

wise,” Brief for Respondents 39. As the District Court

correctly understood, however, “Swierkiewicz did not

change the law of pleading, but simply re-emphasized . . .

that the Second Circuit’s use of a heightened pleading

standard for Title VII cases was contrary to the Federal

Rules’ structure of liberal pleading requirements.” 313

F. Supp. 2d, at 181 (citation and footnote omitted). Even

though Swierkiewicz’s pleadings “detailed the events

leading to his termination, provided relevant dates, and

included the ages and nationalities of at least some of the

relevant persons involved with his termination,” the Court

——————

14 In reaching this conclusion, we do not apply any “heightened”

pleading standard, nor do we seek to broaden the scope of Federal Rule

of Civil Procedure 9, which can only be accomplished “ ‘by the process of

amending the Federal Rules, and not by judicial interpretation.’ ”

Swierkiewicz v. Sorema N. A., 534 U. S. 506, 515 (2002) (quoting

Leatherman v. Tarrant County Narcotics Intelligence and Coordination

Unit, 507 U. S. 163, 168 (1993)). On certain subjects understood to

raise a high risk of abusive litigation, a plaintiff must state factual

allegations with greater particularity than Rule 8 requires. Fed. Rules

Civ. Proc. 9(b)–(c). Here, our concern is not that the allegations in the

complaint were insufficiently “particular[ized]”, ibid.; rather, the

complaint warranted dismissal because it failed in toto to render

plaintiffs’ entitlement to relief plausible.

24 BELL ATLANTIC CORP. v. TWOMBLY

Opinion of the Court

of Appeals dismissed his complaint for failing to allege

certain additional facts that Swierkiewicz would need at

the trial stage to support his claim in the absence of direct

evidence of discrimination. Swierkiewicz, 534 U. S., at

514. We reversed on the ground that the Court of Appeals

had impermissibly applied what amounted to a height

ened pleading requirement by insisting that Swierkiewicz

allege “specific facts” beyond those necessary to state his

claim and the grounds showing entitlement to relief. Id.,

at 508.

Here, in contrast, we do not require heightened fact

pleading of specifics, but only enough facts to state a claim

to relief that is plausible on its face. Because the plaintiffs

here have not nudged their claims across the line from

conceivable to plausible, their complaint must be dismissed.

* * *

The judgment of the Court of Appeals for the Second

Circuit is reversed, and the cause is remanded for further

proceedings consistent with this opinion.

It is so ordered.

Cite as: 550 U. S. ____ (2007) 1

STEVENS, J., dissenting

SUPREME COURT OF THE UNITED STATES

_________________

No. 05–1126

_________________

BELL ATLANTIC CORPORATION, ET AL., PETI-

TIONERS v. WILLIAM TWOMBLY ET AL.

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF

APPEALS FOR THE SECOND CIRCUIT

[May 21, 2007]

JUSTICE STEVENS, with whom JUSTICE GINSBURG joins

except as to Part IV, dissenting.

In the first paragraph of its 24-page opinion the Court

states that the question to be decided is whether allega

tions that “major telecommunications providers engaged

in certain parallel conduct unfavorable to competition”

suffice to state a violation of §1 of the Sherman Act. Ante,

at 1. The answer to that question has been settled for

more than 50 years. If that were indeed the issue, a

summary reversal citing Theatre Enterprises, Inc. v.

Paramount Film Distributing Corp., 346 U. S. 537 (1954),

would adequately resolve this case. As Theatre Enter

prises held, parallel conduct is circumstantial evidence

admissible on the issue of conspiracy, but it is not itself

illegal. Id., at 540–542.

Thus, this is a case in which there is no dispute about

the substantive law. If the defendants acted independ

ently, their conduct was perfectly lawful. If, however, that

conduct is the product of a horizontal agreement among

potential competitors, it was unlawful. Plaintiffs have

alleged such an agreement and, because the complaint

was dismissed in advance of answer, the allegation has

not even been denied. Why, then, does the case not pro

ceed? Does a judicial opinion that the charge is not “plau

sible” provide a legally acceptable reason for dismissing

2 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

the complaint? I think not.

Respondents’ amended complaint describes a variety of

circumstantial evidence and makes the straightforward

allegation that petitioners

“entered into a contract, combination or conspiracy to

prevent competitive entry in their respective local

telephone and/or high speed internet services markets

and have agreed not to compete with one another and

otherwise allocated customers and markets to one an

other.” Amended Complaint in No. 02 CIV. 10220

(GEL) (SDNY) ¶51, App. 27 (hereinafter Complaint).

The complaint explains that, contrary to Congress’ expec

tation when it enacted the 1996 Telecommunications Act,

and consistent with their own economic self-interests,

petitioner Incumbent Local Exchange Carriers (ILECs)

have assiduously avoided infringing upon each other’s

markets and have refused to permit nonincumbent com

petitors to access their networks. The complaint quotes

Richard Notebaert, the former CEO of one such ILEC, as

saying that competing in a neighboring ILEC’s territory

“might be a good way to turn a quick dollar but that

doesn’t make it right.” Id., ¶42, App. 22. Moreover, re

spondents allege that petitioners “communicate amongst

themselves” through numerous industry associations. Id.,

¶46, App. 23. In sum, respondents allege that petitioners

entered into an agreement that has long been recognized

as a classic per se violation of the Sherman Act. See Re

port of the Attorney General’s National Committee to

Study the Antitrust Laws 26 (1955).

Under rules of procedure that have been well settled

since well before our decision in Theatre Enterprises, a

judge ruling on a defendant’s motion to dismiss a com

plaint, “must accept as true all of the factual allegations

contained in the complaint.” Swierkiewicz v. Sorema

N. A., 534 U. S. 506, 508, n. 1 (2002); see Overstreet v.

Cite as: 550 U. S. ____ (2007) 3

STEVENS, J., dissenting

North Shore Corp., 318 U. S. 125, 127 (1943). But instead

of requiring knowledgeable executives such as Notebaert

to respond to these allegations by way of sworn deposi

tions or other limited discovery—and indeed without so

much as requiring petitioners to file an answer denying

that they entered into any agreement—the majority per

mits immediate dismissal based on the assurances of

company lawyers that nothing untoward was afoot. The

Court embraces the argument of those lawyers that “there

is no reason to infer that the companies had agreed among

themselves to do what was only natural anyway,” ante, at

19; that “there was just no need for joint encouragement to

resist the 1996 Act,” ante, at 20; and that the “natural

explanation for the noncompetition alleged is that the

former Government-sanctioned monopolists were sitting

tight, expecting their neighbors to do the same thing,”

ante, at 21.

The Court and petitioners’ legal team are no doubt

correct that the parallel conduct alleged is consistent with

the absence of any contract, combination, or conspiracy.

But that conduct is also entirely consistent with the pres

ence of the illegal agreement alleged in the complaint.

And the charge that petitioners “agreed not to compete

with one another” is not just one of “a few stray state

ments,” ante, at 18; it is an allegation describing unlawful

conduct. As such, the Federal Rules of Civil Procedure,

our longstanding precedent, and sound practice mandate

that the District Court at least require some sort of re

sponse from petitioners before dismissing the case.

Two practical concerns presumably explain the Court’s

dramatic departure from settled procedural law. Private

antitrust litigation can be enormously expensive, and

there is a risk that jurors may mistakenly conclude that

evidence of parallel conduct has proved that the parties

acted pursuant to an agreement when they in fact merely

made similar independent decisions. Those concerns

4 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

merit careful case management, including strict control of

discovery, careful scrutiny of evidence at the summary

judgment stage, and lucid instructions to juries; they do

not, however, justify the dismissal of an adequately

pleaded complaint without even requiring the defendants

to file answers denying a charge that they in fact engaged

in collective decisionmaking. More importantly, they do

not justify an interpretation of Federal Rule of Civil Pro

cedure 12(b)(6) that seems to be driven by the majority’s

appraisal of the plausibility of the ultimate factual allega

tion rather than its legal sufficiency.

I

Rule 8(a)(2) of the Federal Rules requires that a com

plaint contain “a short and plain statement of the claim

showing that the pleader is entitled to relief.” The rule did

not come about by happenstance and its language is not

inadvertent. The English experience with Byzantine

special pleading rules—illustrated by the hypertechnical

Hilary rules of 18341—made obvious the appeal of a plead

ing standard that was easy for the common litigant to

understand and sufficed to put the defendant on notice as

to the nature of the claim against him and the relief

sought. Stateside, David Dudley Field developed the

highly influential New York Code of 1848, which required

“[a] statement of the facts constituting the cause of action,

in ordinary and concise language, without repetition, and

in such a manner as to enable a person of common under

standing to know what is intended.” An Act to Simplify

and Abridge the Practice, Pleadings and Proceedings of

the Courts of this State, ch. 379, §120(2), 1848 N. Y. Laws

pp. 497, 521. Substantially similar language appeared in

the Federal Equity Rules adopted in 1912. See Fed. Eq

uity Rule 25 (requiring “a short and simple statement of

——————

1 See 9 W. Holdsworth, History of English Law 324–327 (1926).

Cite as: 550 U. S. ____ (2007) 5

STEVENS, J., dissenting

the ultimate facts upon which the plaintiff asks relief,

omitting any mere statement of evidence”).

A difficulty arose, however, in that the Field Code and

its progeny required a plaintiff to plead “facts” rather than

“conclusions,” a distinction that proved far easier to say

than to apply. As commentators have noted,

“it is virtually impossible logically to distinguish

among ‘ultimate facts,’ ‘evidence,’ and ‘conclusions.’

Essentially any allegation in a pleading must be an

assertion that certain occurrences took place. The

pleading spectrum, passing from evidence through ul

timate facts to conclusions, is largely a continuum

varying only in the degree of particularity with which

the occurrences are described.” Weinstein & Distler,

Comments on Procedural Reform: Drafting Pleading

Rules, 57 Colum. L. Rev. 518, 520–521 (1957).

See also Cook, Statements of Fact in Pleading Under the

Codes, 21 Colum. L. Rev. 416, 417 (1921) (hereinafter

Cook) (“[T]here is no logical distinction between state

ments which are grouped by the courts under the phrases

‘statements of fact’ and ‘conclusions of law’ ”). Rule 8 was

directly responsive to this difficulty. Its drafters inten

tionally avoided any reference to “facts” or “evidence” or

“conclusions.” See 5 C. Wright & A. Miller, Federal Prac

tice and Procedure §1216, p. 207 (3d ed. 2004) (hereinafter

Wright & Miller) (“The substitution of ‘claim showing that

the pleader is entitled to relief’ for the code formulation of

the ‘facts’ constituting a ‘cause of action’ was intended to

avoid the distinctions drawn under the codes among ‘evi

dentiary facts,’ ‘ultimate facts,’ and ‘conclusions’ . . .”).

Under the relaxed pleading standards of the Federal

Rules, the idea was not to keep litigants out of court but

rather to keep them in. The merits of a claim would be

sorted out during a flexible pretrial process and, as appro

priate, through the crucible of trial. See Swierkiewicz, 534

6 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

U. S., at 514 (“The liberal notice pleading of Rule 8(a) is

the starting point of a simplified pleading system, which

was adopted to focus litigation on the merits of a claim”).

Charles E. Clark, the “principal draftsman” of the Federal

Rules,2 put it thus:

“Experience has shown . . . that we cannot expect the

proof of the case to be made through the pleadings,

and that such proof is really not their function. We

can expect a general statement distinguishing the

case from all others, so that the manner and form of

trial and remedy expected are clear, and so that a

permanent judgment will result.” The New Federal

Rules of Civil Procedure: The Last Phase—Underlying

Philosophy Embodied in Some of the Basic Provisions

of the New Procedure, 23 A. B. A. J. 976, 977 (1937)

(hereinafter Clark, New Federal Rules).

The pleading paradigm under the new Federal Rules was

well illustrated by the inclusion in the appendix of Form 9,

a complaint for negligence. As relevant, the Form 9 com

plaint states only: “On June 1, 1936, in a public highway

called Boylston Street in Boston, Massachusetts, defen

dant negligently drove a motor vehicle against plaintiff

who was then crossing said highway.” Form 9, Complaint

for Negligence, Forms App., Fed. Rules Civ. Proc., 28

U. S. C. App., p. 829 (hereinafter Form 9). The complaint

then describes the plaintiff’s injuries and demands judg

ment. The asserted ground for relief—namely, the defen

dant’s negligent driving—would have been called a “ ‘con

clusion of law’ ” under the code pleading of old. See, e.g.,

Cook 419. But that bare allegation suffices under a sys

tem that “restrict[s] the pleadings to the task of general

notice-giving and invest[s] the deposition-discovery proc

——————

2 Gulfstream Aerospace Corp. v. Mayacamas Corp., 485 U. S. 271, 283

(1988).

Cite as: 550 U. S. ____ (2007) 7

STEVENS, J., dissenting

ess with a vital role in the preparation for trial.”3 Hick

man v. Taylor, 329 U. S. 495, 501 (1947); see also

Swierkiewicz, 534 U. S., at 513, n. 4 (citing Form 9 as an

example of “ ‘the simplicity and brevity of statement which

the rules contemplate’ ”); Thomson v. Washington, 362

F. 3d 969, 970 (CA7 2004) (Posner, J.) (“The federal rules

replaced fact pleading with notice pleading”).

II

It is in the context of this history that Conley v. Gibson,

355 U. S. 41 (1957), must be understood. The Conley

plaintiffs were black railroad workers who alleged that

their union local had refused to protect them against

discriminatory discharges, in violation of the National

Railway Labor Act. The union sought to dismiss the

complaint on the ground that its general allegations of

discriminatory treatment by the defendants lacked suffi

cient specificity. Writing for a unanimous Court, Justice

Black rejected the union’s claim as foreclosed by the lan

guage of Rule 8. Id., at 47–48. In the course of doing so,

he articulated the formulation the Court rejects today: “In

appraising the sufficiency of the complaint we follow, of

course, the accepted rule that a complaint should not be

dismissed for failure to state a claim unless it appears

beyond doubt that the plaintiff can prove no set of facts in

support of his claim which would entitle him to relief.”

Id., at 45–46.

Consistent with the design of the Federal Rules,

Conley’s “no set of facts” formulation permits outright

dismissal only when proceeding to discovery or beyond

——————

3 The Federal Rules do impose a “particularity” requirement on “all

averments of fraud or mistake,” Fed. Rule Civ. Proc. 9(b), neither of

which has been alleged in this case. We have recognized that the canon

of expresio unius est exclusio alterius applies to Rule 9(b). See Leather-

man v. Tarrant Cty. Narcotics Intelligence and Coordination Unit, 507

U. S. 163, 168 (1993).

8 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

would be futile. Once it is clear that a plaintiff has stated

a claim that, if true, would entitle him to relief, matters of

proof are appropriately relegated to other stages of the

trial process. Today, however, in its explanation of a

decision to dismiss a complaint that it regards as a fishing

expedition, the Court scraps Conley’s “no set of facts ”

language. Concluding that the phrase has been “ques

tioned, criticized, and explained away long enough,” ante,

at 16, the Court dismisses it as careless composition.

If Conley’s “no set of facts” language is to be interred, let

it not be without a eulogy. That exact language, which the

majority says has “puzzl[ed] the profession for 50 years,”

ibid., has been cited as authority in a dozen opinions of

this Court and four separate writings.4 In not one of those

16 opinions was the language “questioned,” “criticized,” or

“explained away.” Indeed, today’s opinion is the first by

any Member of this Court to express any doubt as to the

adequacy of the Conley formulation. Taking their cues

from the federal courts, 26 States and the District of Co

lumbia utilize as their standard for dismissal of a com

plaint the very language the majority repudiates: whether

it appears “beyond doubt” that “no set of facts” in support

——————

4 SEC v. Zandford, 535 U. S. 813, 818 (2002); Davis v. Monroe County

Bd. of Ed., 526 U. S. 629, 654 (1999); Hartford Fire Ins. Co. v. Califor

nia, 509 U. S. 764, 811 (1993); Brower v. County of Inyo, 489 U. S. 593,

598 (1989); Hughes v. Rowe, 449 U. S. 5, 10 (1980) (per curiam); McLain

v. Real Estate Bd. of New Orleans, Inc., 444 U. S. 232, 246 (1980);

Estelle v. Gamble, 429 U. S. 97, 106 (1976); Hospital Building Co. v.

Trustees of Rex Hospital, 425 U. S. 738, 746 (1976); Scheuer v. Rhodes,

416 U. S. 232, 236 (1974); Cruz v. Beto, 405 U. S. 319, 322 (1972) (per

curiam); Haines v. Kerner, 404 U. S. 519, 521 (1972) (per curiam);

Jenkins v. McKeithen, 395 U. S. 411, 422 (1969) (plurality opinion); see

also Cleveland Bd. of Ed. v. Loudermill, 470 U. S. 532, 554 (1985)

(Brennan, J., concurring in part and dissenting in part); Hoover v.

Ronwin, 466 U. S. 558, 587 (1984) (STEVENS, J., dissenting); United Air

Lines, Inc. v. Evans, 431 U. S. 553, 561, n. 1 (1977) (Marshall, J.,

dissenting); Simon v. Eastern Ky. Welfare Rights Organization, 426

U. S. 26, 55, n. 6 (1976) (Brennan, J., concurring in judgment).

Cite as: 550 U. S. ____ (2007) 9

STEVENS, J., dissenting

of the claim would entitle the plaintiff to relief.5

——————

5 See, e.g., EB Invs., LLC v. Atlantis Development, Inc., 930 So. 2d

502, 507 (Ala. 2005); Department of Health & Social Servs. v. Native

Village of Curyung, 151 P. 3d 388, 396 (Alaska 2006); Newman v.

Maricopa Cty., 167 Ariz. 501, 503, 808 P. 2d 1253, 1255 (App. 1991);

Public Serv. Co. of Colo. v. Van Wyk, 27 P. 3d 377, 385–386 (Colo. 2001)

(en banc); Clawson v. St. Louis Post-Dispatch, LLC, 906 A. 2d 308, 312

(D. C. 2006); Hillman Constr. Corp. v. Wainer, 636 So. 2d 576, 578 (Fla.

App. 1994); Kaplan v. Kaplan, 266 Ga. 612, 613, 469 S. E. 2d 198, 199

(1996); Wright v. Home Depot U. S. A., 111 Haw. 401, 406, 142 P. 3d

265, 270 (2006); Taylor v. Maile, 142 Idaho 253, 257, 127 P. 3d 156, 160

(2005); Fink v. Bryant, 2001–CC–0987, p. 4 (La. 11/28/01), 801 So. 2d

346, 349; Gagne v. Cianbro Corp., 431 A. 2d 1313, 1318–1319 (Me.

1981); Gasior v. Massachusetts Gen. Hospital, 446 Mass. 645, 647, 846

N. E. 2d 1133, 1135 (2006); Ralph Walker, Inc. v. Gallagher, 926 So. 2d

890, 893 (Miss. 2006); Jones v. Montana Univ. System, 337 Mont. 1, 7,

155 P. 3d 1247, ____ (2007); Johnston v. Nebraska Dept. of Correctional

Servs., 270 Neb. 987, 989, 709 N. W. 2d 321, 324 (2006); Blackjack

Bonding v. Las Vegas Munic. Ct., 116 Nev. 1213, 1217, 14 P. 3d 1275,

1278 (2000); Shepard v. Ocwen Fed. Bank, 361 N. C. 137, 139, 638 S. E.

2d 197, 199 (2006); Rose v. United Equitable Ins. Co., 2001 ND 154,

¶10, 632 N. W. 2d 429, 434; State ex rel. Turner v. Houk, 112 Ohio St.

3d 561, 562, 2007–Ohio–814, ¶5, 862 N. E. 2d 104, 105 (per curiam);

Moneypenney v. Dawson, 2006 OK 53, ¶2, 141 P. 3d 549, 551; Gagnon v.

State, 570 A. 2d 656, 659 (R. I. 1990); Osloond v. Farrier, 2003 SD 28,

¶4, 659 N. W. 2d 20, 22 (per curiam); Smith v. Lincoln Brass Works,

Inc., 712 S. W. 2d 470, 471 (Tenn. 1986); Association of Haystack

Property Owners v. Sprague, 145 Vt. 443, 446, 494 A. 2d 122, 124

(1985); In re Coday, 156 Wash. 2d 485, 497, 130 P. 3d 809, 815 (2006)

(en banc); Haines v. Hampshire Cty. Comm’n, 216 W. Va. 499, 502, 607

S. E. 2d 828, 831 (2004); Warren v. Hart, 747 P. 2d 511, 512 (Wyo.

1987); see also Malpiede v. Townson, 780 A. 2d 1075, 1082–1083 (Del.

2001) (permitting dismissal only “where the court determines with

reasonable certainty that the plaintiff could prevail on no set of facts

that may be inferred from the well-pleaded allegations in the com

plaint” (internal quotation marks omitted)); Canel v. Topinka, 212 Ill.

2d 311, 318, 818 N. E. 2d 311, 317 (2004) (replacing “appears beyond

doubt” in the Conley formulation with “is clearly apparent”); In re

Young, 522 N. E. 2d 386, 388 (Ind. 1988) (per curiam) (replacing “ap

pears beyond doubt” with “appears to a certainty”); Barkema v. Wil

liams Pipeline Co., 666 N. W. 2d 612, 614 (Iowa 2003) (holding that a

motion to dismiss should be sustained “only when there exists no

10 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

Petitioners have not requested that the Conley formula

tion be retired, nor have any of the six amici who filed

briefs in support of petitioners. I would not rewrite the

Nation’s civil procedure textbooks and call into doubt the

pleading rules of most of its States without far more in

formed deliberation as to the costs of doing so. Congress

has established a process—a rulemaking process—for

revisions of that order. See 28 U. S. C. §§2072–2074 (2000

ed. and Supp. IV).

Today’s majority calls Conley’s “ ‘no set of facts’ ” lan

guage “an incomplete, negative gloss on an accepted plead

ing standard: once a claim has been stated adequately, it

may be supported by showing any set of facts consistent

with the allegations in the complaint.” Ante, at 16. This

is not and cannot be what the Conley Court meant. First,

as I have explained, and as the Conley Court well knew,

the pleading standard the Federal Rules meant to codify

does not require, or even invite, the pleading of facts.6 The

——————

conceivable set of facts entitling the non-moving party to relief”);

Pioneer Village v. Bullitt Cty., 104 S. W. 3d 757, 759 (Ky. 2003) (holding

that judgment on the pleadings should be granted “if it appears beyond

doubt that the nonmoving party cannot prove any set of facts that

would entitle him/her to relief”); Corley v. Detroit Bd. of Ed., 470 Mich.

274, 277, 681 N. W. 2d 342, 345 (2004) (per curiam) (holding that a

motion for judgment on the pleadings should be granted only “ ‘if no

factual development could possibly justify recovery’ ”); Oberkramer v.

Ellisville, 706 S. W. 2d 440, 441 (Mo. 1986) (en banc) (omitting the

words “beyond doubt” from the Conley formulation); Colman v. Utah

State Land Bd., 795 P. 2d 622, 624 (Utah 1990) (holding that a motion

to dismiss is appropriate “only if it clearly appears that [the plaintiff]

can prove no set of facts in support of his claim”); NRC Management

Servs. Corp. v. First Va. Bank-Southwest, 63 Va. Cir. 68, 70 (2003)

(“The Virginia standard is identical [to the Conley formulation], though

the Supreme Court of Virginia may not have used the same words to

describe it”).

6 The majority is correct to say that what the Federal Rules require is

a “ ‘showing’ ” of entitlement to relief. Ante, at 8, n. 3. Whether and to

what extent that “showing” requires allegations of fact will depend on

the particulars of the claim. For example, had the amended complaint

Cite as: 550 U. S. ____ (2007) 11

STEVENS, J., dissenting

“pleading standard” label the majority gives to what it

reads into the Conley opinion—a statement of the permis

sible factual support for an adequately pleaded com

plaint—would not, therefore, have impressed the Conley

Court itself. Rather, that Court would have understood

the majority’s remodeling of its language to express an

evidentiary standard, which the Conley Court had neither

need nor want to explicate. Second, it is pellucidly clear

that the Conley Court was interested in what a complaint

must contain, not what it may contain. In fact, the Court

said without qualification that it was “appraising the

sufficiency of the complaint.” 355 U. S., at 45 (emphasis

added). It was, to paraphrase today’s majority, describing

“the minimum standard of adequate pleading to govern a

complaint’s survival,” ante, at 16–17.

We can be triply sure as to Conley’s meaning by examin

ing the three Court of Appeals cases the Conley Court

cited as support for the “accepted rule” that “a complaint

should not be dismissed for failure to state a claim unless

it appears beyond doubt that the plaintiff can prove no set

of facts in support of his claim which would entitle him to

relief.” 355 U. S., at 45–46. In the first case, Leimer v.

State Mut. Life Assur. Co. of Worcester, Mass., 108 F. 2d

302 (CA8 1940), the plaintiff alleged that she was the

beneficiary of a life insurance plan and that the insurance

company was wrongfully withholding proceeds from her.

——————

in this case alleged only parallel conduct, it would not have made the

required “showing.” See supra, at 1. Similarly, had the pleadings

contained only an allegation of agreement, without specifying the

nature or object of that agreement, they would have been susceptible to

the charge that they did not provide sufficient notice that the defen

dants may answer intelligently. Omissions of that sort instance the

type of “bareness” with which the Federal Rules are concerned. A

plaintiff’s inability to persuade a district court that the allegations

actually included in her complaint are “plausible” is an altogether

different kind of failing, and one that should not be fatal at the plead

ing stage.

12 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

In reversing the District Court’s grant of the defendant’s

motion to dismiss, the Eighth Circuit noted that court’s

own longstanding rule that, to warrant dismissal, “ ‘it

should appear from the allegations that a cause of action

does not exist, rather than that a cause of action has been

defectively stated.’ ” Id., at 305 (quoting Winget v. Rock-

wood, 69 F. 2d 326, 329 (CA8 1934)).

The Leimer court viewed the Federal Rules—specifically

Rules 8(a)(2), 12(b)(6), 12(e) (motion for a more definite

statement), and 56 (motion for summary judgment)—as

reinforcing the notion that “there is no justification for

dismissing a complaint for insufficiency of statement,

except where it appears to a certainty that the plaintiff

would be entitled to no relief under any state of facts

which could be proved in support of the claim.” 108 F. 2d,

at 306. The court refuted in the strongest terms any

suggestion that the unlikelihood of recovery should deter

mine the fate of a complaint: “No matter how improbable

it may be that she can prove her claim, she is entitled to

an opportunity to make the attempt, and is not required to

accept as final a determination of her rights based upon

inferences drawn in favor of the defendant from her

amended complaint.” Ibid.

The Third Circuit relied on Leimer’s admonition in

Continental Collieries, Inc. v. Shober, 130 F. 2d 631 (1942),

which the Conley Court also cited in support of its “no set

of facts” formulation. In a diversity action the plaintiff

alleged breach of contract, but the District Court dis

missed the complaint on the ground that the contract

appeared to be unenforceable under state law. The Court

of Appeals reversed, concluding that there were facts in

dispute that went to the enforceability of the contract, and

that the rule at the pleading stage was as in Leimer: “No

matter how likely it may seem that the pleader will be

unable to prove his case, he is entitled, upon averring a

claim, to an opportunity to try to prove it.” 130 F. 3d, at

Cite as: 550 U. S. ____ (2007) 13

STEVENS, J., dissenting

635.

The third case the Conley Court cited approvingly was

written by Judge Clark himself. In Dioguardi v. Durning,

139 F. 2d 774 (CA2 1944), the pro se plaintiff, an importer

of “tonics,” charged the customs inspector with auctioning

off the plaintiff’s former merchandise for less than was bid

for it—and indeed for an amount equal to the plaintiff’s

own bid—and complained that two cases of tonics went

missing three weeks before the sale. The inference, hinted

at by the averments but never stated in so many words,

was that the defendant fraudulently denied the plaintiff

his rightful claim to the tonics, which, if true, would have

violated federal law. Writing six years after the adoption

of the Federal Rules he held the lead rein in drafting,

Judge Clark said that the defendant

“could have disclosed the facts from his point of view,

in advance of a trial if he chose, by asking for a pre

trial hearing or by moving for a summary judgment

with supporting affidavits. But, as it stands, we do

not see how the plaintiff may properly be deprived of

his day in court to show what he obviously so firmly

believes and what for present purposes defendant

must be taken as admitting.” Id., at 775.

As any civil procedure student knows, Judge Clark’s opin

ion disquieted the defense bar and gave rise to a move

ment to revise Rule 8 to require a plaintiff to plead a

“ ‘cause of action.’ ” See 5 Wright & Miller §1201, at 86–87.

The movement failed, see ibid.; Dioguardi was explicitly

approved in Conley; and “[i]n retrospect the case itself

seems to be a routine application of principles that are

universally accepted,” 5 Wright & Miller §1220, at 284–

285.

In light of Leimer, Continental Collieries, and

Dioguardi, Conley’s statement that a complaint is not to

be dismissed unless “no set of facts” in support thereof

14 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

would entitle the plaintiff to relief is hardly “puzzling,”

ante, at 16. It reflects a philosophy that, unlike in the

days of code pleading, separating the wheat from the chaff

is a task assigned to the pretrial and trial process.

Conley’s language, in short, captures the policy choice

embodied in the Federal Rules and binding on the federal

courts.

We have consistently reaffirmed that basic understand

ing of the Federal Rules in the half century since Conley.

For example, in Scheuer v. Rhodes, 416 U. S. 232 (1974),

we reversed the Court of Appeals’ dismissal on the plead

ings when the respondents, the Governor and other offi

cials of the State of Ohio, argued that petitioners’ claims

were barred by sovereign immunity. In a unanimous

opinion by then-Justice Rehnquist, we emphasized that

“[w]hen a federal court reviews the sufficiency of a

complaint, before the reception of any evidence either

by affidavit or admissions, its task is necessarily a

limited one. The issue is not whether a plaintiff will

ultimately prevail but whether the claimant is enti

tled to offer evidence to support the claims. Indeed it

may appear on the face of the pleadings that a recovery

is very remote and unlikely but that is not the test.”

Id., at 236 (emphasis added).

The Rhodes plaintiffs had “alleged generally and in con

clusory terms” that the defendants, by calling out the

National Guard to suppress the Kent State University

student protests, “were guilty of wanton, wilful and negli

gent conduct.” Krause v. Rhodes, 471 F. 2d 430, 433 (CA6

1972). We reversed the Court of Appeals on the ground

that “[w]hatever the plaintiffs may or may not be able to

establish as to the merits of their allegations, their claims,

as stated in the complaints, given the favorable reading

required by the Federal Rules of Civil Procedure,” were

not barred by the Eleventh Amendment because they were

Cite as: 550 U. S. ____ (2007) 15

STEVENS, J., dissenting

styled as suits against the defendants in their individual

capacities. 416 U. S., at 238.

We again spoke with one voice against efforts to expand

pleading requirements beyond their appointed limits in

Leatherman v. Tarrant County Narcotics Intelligence and

Coordination Unit, 507 U. S. 163 (1993). Writing for the

unanimous Court, Chief Justice Rehnquist rebuffed the

Fifth Circuit’s effort to craft a standard for pleading mu

nicipal liability that accounted for “the enormous expense

involved today in litigation,” Leatherman v. Tarrant Cty.

Narcotics Intelligence and Coordination Unit, 954 F. 2d

1054, 1057 (1992) (internal quotation marks omitted), by

requiring a plaintiff to “state with factual detail and par

ticularity the basis for the claim which necessarily in

cludes why the defendant-official cannot successfully

maintain the defense of immunity.” Leatherman, 507

U. S., at 167 (internal quotation marks omitted). We

found this language inconsistent with Rules 8(a)(2) and

9(b) and emphasized that motions to dismiss were not the

place to combat discovery abuse: “In the absence of [an

amendment to Rule 9(b)], federal courts and litigants must

rely on summary judgment and control of discovery to

weed out unmeritorious claims sooner rather than later.”

Id., at 168–169.

Most recently, in Swierkiewicz, 534 U. S. 506, we were

faced with a case more similar to the present one than the

majority will allow. In discrimination cases, our prece

dents require a plaintiff at the summary judgment stage

to produce either direct evidence of discrimination or, if

the claim is based primarily on circumstantial evidence, to

meet the shifting evidentiary burdens imposed under the

framework articulated in McDonnell Douglas Corp. v.

Green, 411 U. S. 792 (1973). See, e.g., Trans World Air

lines, Inc. v. Thurston, 469 U. S. 111, 121 (1985).

Swierkiewicz alleged that he had been terminated on

account of national origin in violation of Title VII of the

16 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

Civil Rights Act of 1964. The Second Circuit dismissed

the suit on the pleadings because he had not pleaded a

prima facie case of discrimination under the McDonnell

Douglas standard.

We reversed in another unanimous opinion, holding that

“under a notice pleading system, it is not appropriate to

require a plaintiff to plead facts establishing a prima facie

case because the McDonnell Douglas framework does not

apply in every employment discrimination case.”

Swierkiewicz, 534 U. S., at 511. We also observed that

Rule 8(a)(2) does not contemplate a court’s passing on the

merits of a litigant’s claim at the pleading stage. Rather,

the “simplified notice pleading standard” of the Federal

Rules “relies on liberal discovery rules and summary

judgment motions to define disputed facts and issues and

to dispose of unmeritorious claims.” Id., at 512; see Brief

for United States et al. as Amici Curiae in Swierkiewicz v.

Sorema N. A., O. T. 2001, No. 00–1853, p. 10 (stating that

a Rule 12(b)(6) motion is not “an appropriate device for

testing the truth of what is asserted or for determining

whether a plaintiff has any evidence to back up what is in

the complaint” (internal quotation marks omitted)).7

As in the discrimination context, we have developed an

evidentiary framework for evaluating claims under §1 of

the Sherman Act when those claims rest on entirely cir

cumstantial evidence of conspiracy. See Matsushita Elec.

Industrial Co. v. Zenith Radio Corp., 475 U. S. 574 (1986).

——————

7 See also 5 Wright & Miller §1202, at 89–90 (“[P]leadings under the

rules simply may be a general summary of the party’s position that is

sufficient to advise the other party of the event being sued upon, to

provide some guidance in a subsequent proceeding as to what was

decided for purposes of res judicata and collateral estoppel, and to

indicate whether the case should be tried to the court or to a jury. No

more is demanded of the pleadings than this; indeed, history shows

that no more can be performed successfully by the pleadings” (footnotes

omitted)).

Cite as: 550 U. S. ____ (2007) 17

STEVENS, J., dissenting

Under Matsushita, a plaintiff’s allegations of an illegal

conspiracy may not, at the summary judgment stage, rest

solely on the inferences that may be drawn from the paral

lel conduct of the defendants. In order to survive a Rule

56 motion, a §1 plaintiff “must present evidence ‘that

tends to exclude the possibility’ that the alleged conspira

tors acted independently.’ ” Id., at 588 (quoting Monsanto

Co. v. Spray-Rite Service Corp., 465 U. S. 752, 764 (1984)).

That is, the plaintiff “must show that the inference of

conspiracy is reasonable in light of the competing infer

ences of independent action or collusive action.” 475 U. S.,

at 588.

Everything today’s majority says would therefore make

perfect sense if it were ruling on a Rule 56 motion for

summary judgment and the evidence included nothing

more than the Court has described. But it should go

without saying in the wake of Swierkiewicz that a height

ened production burden at the summary judgment stage

does not translate into a heightened pleading burden at

the complaint stage. The majority rejects the complaint in

this case because—in light of the fact that the parallel

conduct alleged is consistent with ordinary market behav

ior—the claimed conspiracy is “conceivable” but not “plau

sible,” ante, at 24. I have my doubts about the majority’s

assessment of the plausibility of this alleged conspiracy.

See Part III, infra. But even if the majority’s speculation

is correct, its “plausibility” standard is irreconcilable with

Rule 8 and with our governing precedents. As we made

clear in Swierkiewicz and Leatherman, fear of the burdens

of litigation does not justify factual conclusions supported

only by lawyers’ arguments rather than sworn denials or

admissible evidence.

This case is a poor vehicle for the Court’s new pleading

rule, for we have observed that “in antitrust cases, where

‘the proof is largely in the hands of the alleged conspira

tors,’ . . . dismissals prior to giving the plaintiff ample

18 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

opportunity for discovery should be granted very spar

ingly.” Hospital Building Co. v. Trustees of Rex Hospital,

425 U. S. 738, 746 (1976) (quoting Poller v. Columbia

Broadcasting System, Inc., 368 U. S. 464, 473 (1962)); see

also Knuth v. Erie-Crawford Dairy Cooperative Assn., 395

F. 2d 420, 423 (CA3 1968) (“The ‘liberal’ approach to the

consideration of antitrust complaints is important because

inherent in such an action is the fact that all the details

and specific facts relied upon cannot properly be set forth

as part of the pleadings”). Moreover, the fact that the

Sherman Act authorizes the recovery of treble damages

and attorney’s fees for successful plaintiffs indicates that

Congress intended to encourage, rather than discourage,

private enforcement of the law. See Radovich v. National

Football League, 352 U. S. 445, 454 (1957) (“Congress

itself has placed the private antitrust litigant in a most

favorable position . . . . In the face of such a policy this

Court should not add requirements to burden the private

litigant beyond what is specifically set forth by Congress

in those laws”). It is therefore more, not less, important in

antitrust cases to resist the urge to engage in armchair

economics at the pleading stage.

The same year we decided Conley, Judge Clark wrote,

presciently,

“I fear that every age must learn its lesson that spe

cial pleading cannot be made to do the service of trial

and that live issues between active litigants are not to

be disposed of or evaded on the paper pleadings, i.e.,

the formalistic claims of the parties. Experience has

found no quick and easy short cut for trials in cases

generally and antitrust cases in particular.” Special

Pleading in the “Big Case”? in Procedure—The

Handmaid of Justice 147, 148 (C. Wright & H. Rea

soner eds. 1965) (hereinafter Clark, Special Pleading

in the Big Case) (emphasis added).

Cite as: 550 U. S. ____ (2007) 19

STEVENS, J., dissenting

In this “Big Case,” the Court succumbs to the temptation

that previous Courts have steadfastly resisted.8 While the

majority assures us that it is not applying any “ ‘height

ened’ ” pleading standard, see ante, at 23, n. 14, I shall

now explain why I have a difficult time understanding its

opinion any other way.

III

The Court does not suggest that an agreement to do

what the plaintiffs allege would be permissible under the

antitrust laws, see, e.g., Associated Gen. Contractors of

Cal., Inc. v. Carpenters, 459 U. S. 519, 526–527 (1983).

Nor does the Court hold that these plaintiffs have failed to

allege an injury entitling them to sue for damages under

those laws, see Brunswick Corp. v. Pueblo Bowl-O-Mat,

Inc., 429 U. S. 477, 489–490 (1977). Rather, the theory on

——————

8 Our decision in Dura Pharmaceuticals, Inc. v. Broudo, 544 U. S. 336

(2005), is not to the contrary. There, the plaintiffs failed adequately to

allege loss causation, a required element in a private securities fraud

action. Because it alleged nothing more than that the prices of the

securities the plaintiffs purchased were artificially inflated, the Dura

complaint failed to “provide the defendants with notice of what the

relevant economic loss might be or of what the causal connection might

be between that loss and the [alleged] misrepresentation.” Id., at 347.

Here, the failure the majority identifies is not a failure of notice—which

“notice pleading” rightly condemns—but rather a failure to satisfy the

Court that the agreement alleged might plausibly have occurred. That

being a question not of notice but of proof, it should not be answered

without first hearing from the defendants (as apart from their lawyers).

Similarly, in Associated Gen. Contractors of Cal., Inc. v. Carpenters,

459 U. S. 519 (1983), in which we also found an antitrust complaint

wanting, the problem was not that the injuries the plaintiffs alleged

failed to satisfy some threshold of plausibility, but rather that the

injuries as alleged were not “the type that the antitrust statute was

intended to forestall.” Id., at 540; see id., at 526 (“As the case comes to

us, we must assume that the Union can prove the facts alleged in its

amended complaint. It is not, however, proper to assume that the

Union can prove facts that it has not alleged or that the defendants

have violated the antitrust laws in ways that have not been alleged”).

20 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

which the Court permits dismissal is that, so far as the

Federal Rules are concerned, no agreement has been

alleged at all. This is a mind-boggling conclusion.

As the Court explains, prior to the enactment of the

Telecommunications Act of 1996 the law prohibited the

defendants from competing with each other. The new

statute was enacted to replace a monopolistic market with

a competitive one. The Act did not merely require the

regional monopolists to take affirmative steps to facilitate

entry to new competitors, see Verizon Communications

Inc. v. Law Offices of Curtis V. Trinko, LLP, 540 U. S. 398,

402 (2004); it also permitted the existing firms to compete

with each other and to expand their operations into previ

ously forbidden territory. See 47 U. S. C. §271. Each of

the defendants decided not to take the latter step. That

was obviously an extremely important business decision,

and I am willing to presume that each company acted

entirely independently in reaching that decision. I am

even willing to entertain the majority’s belief that any

agreement among the companies was unlikely. But the

plaintiffs allege in three places in their complaint, ¶¶ 4,

51, 64, App. 11, 27, 30, that the ILECs did in fact agree

both to prevent competitors from entering into their local

markets and to forgo competition with each other. And as

the Court recognizes, at the motion to dismiss stage, a

judge assumes “that all the allegations in the complaint

are true (even if doubtful in fact).” Ante, at 8–9.

The majority circumvents this obvious obstacle to dis

missal by pretending that it does not exist. The Court

admits that “in form a few stray statements in the com

plaint speak directly of agreement,” but disregards those

allegations by saying that “on fair reading these are

merely legal conclusions resting on the prior allegations”

of parallel conduct. Ante, at 18. The Court’s dichotomy

between factual allegations and “legal conclusions” is the

stuff of a bygone era, supra, at 5–7. That distinction was a

Cite as: 550 U. S. ____ (2007) 21

STEVENS, J., dissenting

defining feature of code pleading, see generally Clark, The

Complaint in Code Pleading, 35 Yale L. J. 259 (1925–

1926), but was conspicuously abolished when the Federal

Rules were enacted in 1938. See United States v. Employ

ing Plasterers Assn. of Chicago, 347 U. S. 186, 188 (1954)

(holding, in an antitrust case, that the Government’s

allegations of effects on interstate commerce must be

taken into account in deciding whether to dismiss the

complaint “[w]hether these charges be called ‘allegations

of fact’ or ‘mere conclusions of the pleader’ ”); Brownlee v.

Conine, 957 F. 2d 353, 354 (CA7 1992) (“The Federal Rules

of Civil Procedure establish a system of notice pleading

rather than of fact pleading, . . . so the happenstance that

a complaint is ‘conclusory,’ whatever exactly that overused

lawyers’ cliché means, does not automatically condemn

it”); Walker Distributing Co. v. Lucky Lager Brewing Co.,

323 F. 2d 1, 3–4 (CA9 1963) (“[O]ne purpose of Rule 8 was

to get away from the highly technical distinction between

statements of fact and conclusions of law . . .”); Oil, Chemi

cal & Atomic Workers Int’l Union v. Delta, 277 F. 2d 694,

697 (CA6 1960) (“Under the notice system of pleading

established by the Rules of Civil Procedure, . . . the an

cient distinction between pleading ‘facts’ and ‘conclusions’

is no longer significant”); 5 Wright & Miller §1218, at 267

(“[T]he federal rules do not prohibit the pleading of facts or

legal conclusions as long as fair notice is given to the

parties”). “Defendants entered into a contract” is no more

a legal conclusion than “defendant negligently drove,” see

Form 9; supra, at 6. Indeed it is less of one.9

——————

9 The Court suggests that the allegation of an agreement, even if

credited, might not give the notice required by Rule 8 because it lacks

specificity. Ante, at 18–19, n. 10. The remedy for an allegation lacking

sufficient specificity to provide adequate notice is, of course, a Rule

12(e) motion for a more definite statement. See Swierkiewicz v. Sorema

N. A., 534 U. S. 506, 514 (2002). Petitioners made no such motion and

indeed have conceded that “[o]ur problem with the current complaint is

22 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

Even if I were inclined to accept the Court’s anachronis

tic dichotomy and ignore the complaint’s actual allega

tions, I would dispute the Court’s suggestion that any

inference of agreement from petitioners’ parallel conduct

is “implausible.” Many years ago a truly great economist

perceptively observed that “[p]eople of the same trade

seldom meet together, even for merriment and diversion,

but the conversation ends in a conspiracy against the

public, or in some contrivance to raise prices.” A. Smith,

An Inquiry Into the Nature and Causes of the Wealth of

Nations, in 39 Great Books of the Western World 55 (R.

Hutchins & M. Adler eds. 1952). I am not so cynical as to

accept that sentiment at face value, but I need not do so

here. Respondents’ complaint points not only to petition

ers’ numerous opportunities to meet with each other,

Complaint ¶46, App. 23,10 but also to Notebaert’s curious

statement that encroaching on a fellow incumbent’s terri

tory “might be a good way to turn a quick dollar but that

doesn’t make it right,” id., ¶42, App. 22. What did he

mean by that? One possible (indeed plausible) inference is

that he meant that while it would be in his company’s

——————

not a lack of specificity, it’s quite specific.” Tr. of Oral Arg. 14. Thus,

the fact that “the pleadings mentioned no specific time, place, or per

sons involved in the alleged conspiracies,” ante, at 18, n. 10, is, for our

purposes, academic.

10 The Court describes my reference to the allegation that the defen

dants belong to various trade associations as “playfully” suggesting that

the defendants conspired to restrain trade. Ante, at 20, n. 12. Quite

the contrary: an allegation that competitors meet on a regular basis,

like the allegations of parallel conduct, is consistent with—though not

sufficient to prove—the plaintiffs’ entirely serious and unequivocal

allegation that the defendants entered into an unlawful agreement.

Indeed, if it were true that the plaintiffs “rest their §1 claim on descrip

tions of parallel conduct and not on any independent allegation of

actual agreement among the ILECs,” ante, at 18, there would have

been no purpose in including a reference to the trade association

meetings in the amended complaint.

Cite as: 550 U. S. ____ (2007) 23

STEVENS, J., dissenting

economic self-interest to compete with its brethren, he had

agreed with his competitors not to do so. According to the

complaint, that is how the Illinois Coalition for Competi

tive Telecom construed Notebaert’s statement, id., ¶44,

App. 22 (calling the statement “evidence of potential collu

sion among regional Bell phone monopolies to not compete

against one another and kill off potential competitors in

local phone service”), and that is how Members of Con

gress construed his company’s behavior, id., ¶45, App. 23

(describing a letter to the Justice Department requesting

an investigation into the possibility that the ILECs’ “very

apparent non-competition policy” was coordinated).

Perhaps Notebaert meant instead that competition

would be sensible in the short term but not in the long

run. That’s what his lawyers tell us anyway. See Brief for

Petitioners 36. But I would think that no one would know

better what Notebaert meant than Notebaert himself.

Instead of permitting respondents to ask Notebaert, how

ever, the Court looks to other quotes from that and other

articles and decides that what he meant was that entering

new markets as a CLEC would not be a “ ‘sustainable

economic model.’ ” Ante, at 22, n. 13. Never mind that—as

anyone ever interviewed knows—a newspaper article is

hardly a verbatim transcript; the writer selects quotes to

package his story, not to record a subject’s views for pos

terity. But more importantly the District Court was re

quired at this stage of the proceedings to construe Note

baert’s ambiguous statement in the plaintiffs’ favor.11 See

——————

11 Itis ironic that the Court seeks to justify its decision to draw fac

tual inferences in the defendants’ favor at the pleading stage by citing

to a rule of evidence, ante, at 22, n. 13. Under Federal Rule of Evidence

201(b), a judicially noticed fact “must be one not subject to reasonable

dispute in that it is either (1) generally known within the territorial

jurisdiction of the trial court or (2) capable of accurate and ready

determination by resort to sources whose accuracy cannot reasonably

be questioned.” Whether Notebaert’s statements constitute evidence of

24 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

Allen v. Wright, 468 U. S. 737, 768, n. 1 (1984). The infer

ence the statement supports—that simultaneous decisions

by ILECs not even to attempt to poach customers from one

another once the law authorized them to do so were the

product of an agreement—sits comfortably within the

realm of possibility. That is all the Rules require.

To be clear, if I had been the trial judge in this case, I

would not have permitted the plaintiffs to engage in mas

sive discovery based solely on the allegations in this com

plaint. On the other hand, I surely would not have dis

missed the complaint without requiring the defendants to

answer the charge that they “have agreed not to compete

with one another and otherwise allocated customers and

markets to one another.”12 ¶51, App. 27. Even a sworn

denial of that charge would not justify a summary dis

missal without giving the plaintiffs the opportunity to

take depositions from Notebaert and at least one responsi

ble executive representing each of the other defendants.

Respondents in this case proposed a plan of “ ‘phased

discovery’ ” limited to the existence of the alleged conspir

acy and class certification. Brief for Respondents 25–26.

Two petitioners rejected the plan. Ibid. Whether or not

respondents’ proposed plan was sensible, it was an appro

priate subject for negotiation.13 Given the charge in the

——————

a conspiracy is hardly beyond reasonable dispute.

12 The Court worries that a defendant seeking to respond to this “con

clusory” allegation “would have little idea where to begin.” Ante, at 19,

n. 10. A defendant could, of course, begin by either denying or admit

ting the charge.

13 The potential for “sprawling, costly, and hugely time-consuming”

discovery, ante, at 13, n. 6, is no reason to throw the baby out with the

bathwater. The Court vastly underestimates a district court’s case-

management arsenal. Before discovery even begins, the court may

grant a defendant’s Rule 12(e) motion; Rule 7(a) permits a trial court to

order a plaintiff to reply to a defendant’s answer, see Crawford-El v.

Britton, 523 U. S. 574, 598 (1998); and Rule 23 requires “rigorous

analysis” to ensure that class certification is appropriate, General

Cite as: 550 U. S. ____ (2007) 25

STEVENS, J., dissenting

complaint—buttressed by the common sense of Adam

——————

Telephone Co. of Southwest v. Falcon, 457 U. S. 147, 160 (1982); see

In re Initial Public Offering Securities Litigation, 471 F. 3d 24 (CA2

2006) (holding that a district court may not certify a class without

ruling that each Rule 23 requirement is met, even if a requirement

overlaps with a merits issue). Rule 16 invests a trial judge with the

power, backed by sanctions, to regulate pretrial proceedings via confer

ences and scheduling orders, at which the parties may discuss, inter

alia, “the elimination of frivolous claims or defenses,” Rule 16(c)(1); “the

necessity or desirability of amendments to the pleadings,” Rule 16(c)(2);

“the control and scheduling of discovery,” Rule 16(c)(6); and “the need

for adopting special procedures for managing potentially difficult or

protracted actions that may involve complex issues, multiple parties,

difficult legal questions, or unusual proof problems,” Rule 16(c)(12).

Subsequently, Rule 26 confers broad discretion to control the combina

tion of interrogatories, requests for admissions, production requests,

and depositions permitted in a given case; the sequence in which such

discovery devices may be deployed; and the limitations imposed upon

them. See 523 U. S., at 598–599. Indeed, Rule 26(c) specifically per

mits a court to take actions “to protect a party or person from annoy

ance, embarrassment, oppression, or undue burden or expense” by, for

example, disallowing a particular discovery request, setting appropriate

terms and conditions, or limiting its scope.

In short, the Federal Rules contemplate that pretrial matters will

be settled through a flexible process of give and take, of proffers,

stipulations, and stonewalls, not by having trial judges screen allega

tions for their plausibility vel non without requiring an answer from the

defendant. See Societe Internationale pour Participations Industrielles

et Commerciales, S. A. v. Rogers, 357 U. S. 197, 206 (1958) (“Rule 34 is

sufficiently flexible to be adapted to the exigencies of particular litiga

tion”). And should it become apparent over the course of litigation that

a plaintiff’s filings bespeak an in terrorem suit, the district court has at

its call its own in terrorem device, in the form of a wide array of Rule 11

sanctions. See Rules 11(b), (c) (authorizing sanctions if a suit is pre

sented “for any improper purpose, such as to harass or to cause unnec

essary delay or needless increase in the cost of litigation”); see Business

Guides, Inc. v. Chromatic Communications Enterprises, Inc., 498 U. S.

533 (1991) (holding that Rule 11 applies to a represented party who

signs a pleading, motion, or other papers, as well as to attorneys);

Atkins v. Fischer, 232 F. R. D. 116, 126 (DC 2005) (“As possible sanc

tions pursuant to Rule 11, the court has an arsenal of options at its

disposal”).

26 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

Smith—I cannot say that the possibility that joint discus

sions and perhaps some agreements played a role in peti

tioners’ decisionmaking process is so implausible that

dismissing the complaint before any defendant has denied

the charge is preferable to granting respondents even a

minimal opportunity to prove their claims. See Clark,

New Federal Rules 977 (“[T]hrough the weapons of discov

ery and summary judgment we have developed new de

vices, with more appropriate penalties to aid in matters of

proof, and do not need to force the pleadings to their less

appropriate function”).

I fear that the unfortunate result of the majority’s new

pleading rule will be to invite lawyers’ debates over eco

nomic theory to conclusively resolve antitrust suits in the

absence of any evidence. It is no surprise that the anti

trust defense bar—among whom “lament” as to inade

quate judicial supervision of discovery is most “common,”

see ante, at 12—should lobby for this state of affairs. But

“we must recall that their primary responsibility is to win

cases for their clients, not to improve law administration

for the public.” Clark, Special Pleading in the Big Case

152. As we did in our prior decisions, we should have

instructed them that their remedy was to seek to amend

the Federal Rules—not our interpretation of them.14 See

——————

14 Given his “background in antitrust law,” ante, at 13, n. 6, Judge

Easterbrook has recognized that the most effective solution to discovery

abuse lies in the legislative and rulemaking arenas. He has suggested

that the remedy for the ills he complains of requires a revolution in the

rules of civil procedure:

“Perhaps a system in which judges pare away issues and focus on

investigation is too radical to contemplate in this country—although it

prevailed here before 1938, when the Federal Rules of Civil Procedure

were adopted. The change could not be accomplished without abandon

ing notice pleading, increasing the number of judicial officers, and

giving them more authority . . . . If we are to rule out judge-directed

discovery, however, we must be prepared to pay the piper. Part of the

price is the high cost of unnecessary discovery—impositional and

Cite as: 550 U. S. ____ (2007) 27

STEVENS, J., dissenting

Swierkiewicz, 534 U. S., at 515; Crawford-El v. Britton,

523 U. S. 574, 595 (1998); Leatherman, 507 U. S., at 168.

IV

Just a few weeks ago some of my colleagues explained

that a strict interpretation of the literal text of statutory

language is essential to avoid judicial decisions that are

not faithful to the intent of Congress. Zuni Public School

Dist. No. 89 v. Department of Education, 550 U. S. ___, ___

(2007) (SCALIA, J., dissenting). I happen to believe that

there are cases in which other tools of construction are

more reliable than text, but I agree of course that congres

sional intent should guide us in matters of statutory in

terpretation. Id., at ___ (STEVENS, J., concurring). This is

a case in which the intentions of the drafters of three

important sources of law—the Sherman Act, the Tele

communications Act of 1996, and the Federal Rules of

Civil Procedure—all point unmistakably in the same

direction, yet the Court marches resolutely the other way.

Whether the Court’s actions will benefit only defendants

in antitrust treble-damages cases, or whether its test for

the sufficiency of a complaint will inure to the benefit of

all civil defendants, is a question that the future will

answer. But that the Court has announced a significant

new rule that does not even purport to respond to any

congressional command is glaringly obvious.

The transparent policy concern that drives the decision

is the interest in protecting antitrust defendants—who in

this case are some of the wealthiest corporations in our

economy—from the burdens of pretrial discovery. Ante, at

11–13. Even if it were not apparent that the legal fees

petitioners have incurred in arguing the merits of their

Rule 12(b) motion have far exceeded the cost of limited

discovery, or that those discovery costs would burden

——————

otherwise.” Discovery as Abuse, 69 B. U. L. Rev. 635, 645 (1989).

28 BELL ATLANTIC CORP. v. TWOMBLY

STEVENS, J., dissenting

respondents as well as petitioners,15 that concern would

not provide an adequate justification for this law-changing

decision. For in the final analysis it is only a lack of confi

dence in the ability of trial judges to control discovery,

buttressed by appellate judges’ independent appraisal of

the plausibility of profoundly serious factual allegations,

that could account for this stark break from precedent.

If the allegation of conspiracy happens to be true, to

day’s decision obstructs the congressional policy favoring

competition that undergirds both the Telecommunications

Act of 1996 and the Sherman Act itself. More importantly,

even if there is abundant evidence that the allegation is

untrue, directing that the case be dismissed without even

looking at any of that evidence marks a fundamental—and

unjustified—change in the character of pretrial practice.

Accordingly, I respectfully dissent.

——————

15 Itwould be quite wrong, of course, to assume that dismissal of an

antitrust case after discovery is costless to plaintiffs. See Fed. Rule

Civ. Proc. 54(d)(1) (“[C]osts other than attorneys’ fees shall be allowed

as of course to the prevailing party unless the court otherwise directs”).