Bell Atlantic Corp. v. Twombly (2007): Case Brief, Plausibility Test & Video

Consumers accused the regional phone companies of secretly agreeing not to compete. Their complaint pointed to the companies acting alike and then asserted, without more, that an agreement must explain it. In Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007), the Supreme Court held that this was not enough: a complaint needs "enough facts to state a claim to relief that is plausible on its face." This page briefs the case itself. For how the standard works across every kind of civil case today, see our guide to the plausibility pleading standard.

The 1984 breakup of AT&T left local phone service with regional monopolies, called incumbent local exchange carriers (ILECs). The Telecommunications Act of 1996 required the ILECs to share their networks with new competitors, called competitive local exchange carriers (CLECs).

William Twombly and Lawrence Marcus sued for a putative class of all "subscribers of local telephone and/or high speed internet services … from February 8, 1996 to present." They claimed the ILECs violated § 1 of the Sherman Act, which prohibits every "contract, combination … , or conspiracy, in restraint of trade or commerce."

The complaint described two kinds of conduct. First, each ILEC allegedly worked to keep CLECs out of its own region. In the Court's summary, those 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." Second, the ILECs did not move into each other's territories to compete, even where doing so looked profitable.

To make the point, the plaintiffs quoted Qwest's CEO, Richard Notebaert, who had said 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." The complaint then alleged, on information and belief, that the ILECs had agreed not to compete with one another. It did not describe any specific meeting, communication, or agreement.

Behind that question was a larger one about Rule 8(a)(2), which requires only "a short and plain statement of the claim showing that the pleader is entitled to relief." The question was how much factual content that "showing" requires before a case can move on to discovery.

No. The Court held that "stating such a claim requires a complaint with enough factual matter (taken as true) to suggest that an agreement was made." Parallel conduct alone does not meet that bar.

Applying the rule, the Court concluded: "Because the plaintiffs here have not nudged their claims across the line from conceivable to plausible, their complaint must be dismissed." The Second Circuit's judgment was reversed and the case remanded.

The Court also said what the standard is not. Each of these limits matters on an exam.

Justice Stevens argued that the majority had rewritten Rule 8. The complaint alleged an agreement, and at the pleading stage a court must assume that allegation is true. He asked: "Does a judicial opinion that the charge is not “plausible” provide a legally acceptable reason for dismissing the complaint? I think not."

He also rejected the idea that alleging an agreement is a mere legal conclusion. In his view, “Defendants entered into a contract” is no more a legal conclusion than “defendant negligently drove,” the language of the Federal Rules' own model negligence complaint.

Stevens accepted that antitrust litigation is expensive and that juries can mistake parallel conduct for agreement. His answer was different. "Those concerns merit careful case management, including strict control of discovery, careful scrutiny of evidence at the summary judgment stage, and lucid instructions to juries," he wrote, not dismissal of a pleaded complaint. That is the line between pleading and proof that our summary judgment vs. 12(b)(6) guide walks through.

The practical result is that Twombly governs facts, not legal theories, and it applies in every federal civil case. If a complaint falls short, courts often dismiss with leave to amend, which is where amendments and relation back under Rule 15(c) come in.

The cleanest way to keep them straight: Conley is the rule Twombly replaced, Swierkiewicz is the limit Twombly preserved (no heightened pleading), and Iqbal is the case that made Twombly universal and gave it a method.

Twombly comes up whenever a fact pattern includes a motion to dismiss for failure to state a claim. Look for three signals: a complaint that recites the elements of a claim, an allegation of a state of mind or agreement (conspiracy, intent, discrimination) with little factual support, and an innocent explanation that fits the facts just as well.

A strong answer moves in order. State Rule 8(a)(2) and the Twombly standard. Strip out the conclusions, such as "defendants conspired" or "acted with discriminatory intent." Assume the remaining facts are true. Then ask whether those facts make liability plausible or whether an obvious lawful explanation fits them at least as well. Finish with the likely remedy, which is often dismissal with leave to amend.

Professors also test the common traps. Don't quote Conley's "no set of facts" as current law. Don't treat plausibility as probability. Don't say Twombly is limited to antitrust (Iqbal says otherwise). And don't confuse a 12(b)(6) motion, which tests the complaint, with summary judgment, which tests the evidence.

The 4-minute animation at the top of this page covers the case in seven scenes, from the phone-company facts and procedural history through the holding, the reasoning, Stevens's dissent, and the two-step Twombly/Iqbal method. For more Civil Procedure, browse the Law School guides or the Civil Procedure cheat sheet.