Penske Media Corporation v. Google LLC

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA _________________________________________ ) CHEGG, INC., ) ) Plaintiffs, ) ) v. ) Case No. 25-cv-00543 (APM) ) GOOGLE LLC, et al., ) ) Defendants. ) _________________________________________ ) _________________________________________ ) PENSKE MEDIA CORPORATION, et al., ) ) Plaintiffs, ) ) v. ) Case No. 25-cv-03192 (APM) ) GOOGLE LLC, et al., ) ) Defendants. ) _________________________________________ ) MEMORANDUM OPINION I. INTRODUCTION Before the court are two further entries in a series of private antitrust lawsuits brought against Defendant Google LLC arising from its dominance in the market for general search services. Plaintiff Chegg, Inc. is an education technology company that provides students with online resources to improve their learning. Plaintiff Penske Media Corporation is a media, publishing, and information services company that owns multiple media properties and leading publications, several of which also join this suit (collectively “PMC”). 1 In their respective complaints, Plaintiffs assert that Google has leveraged monopoly power in the general search services market to coerce them and other online publishers to supply cost-free content to Google. Google then republishes that content to its users to compete with those same publishers, entrench its search monopoly, and expand that monopoly into different digital publishing markets. They bring near-identical actions against Google and its parent company Defendant Alphabet, Inc., alleging multiple violations of the Sherman Act and a common law claim of unjust enrichment. Defendants move to dismiss both actions on a variety of grounds. See Defs.’ Mot. to Dismiss Pl.’s Am. Compl., Chegg, Inc., v. Google, et al., No. 25-cv-543-APM (D.D.C.), ECF No. 19 [hereinafter Chegg Docket]; Defs.’ Mot. to Dismiss Pls.’ Am. Compl., Penske Media Corp., et al., v. Google, et al., No. 25-cv-3192-APM (D.D.C.), ECF No. 25 [hereinafter PMC Docket]. They argue, in sum, that Plaintiffs (1) fail to plead any coercive or anticompetitive arrangement that requires publishers to share their content with Google, (2) lack antitrust standing to assert claims related to the general search services market, (3) fail to plead relevant product markets or monopoly power in those markets, and (4) fail to support their unjust enrichment theory with the necessary factual allegations. For the reasons that follow, the court will grant the motions. II. BACKGROUND Because these matters come before the court on motions to dismiss, the court takes Plaintiffs’ well-pleaded factual allegations as true, Bell Atlantic Corporation v. Twombly, 550 U.S. 544, 555 (2007), and recites the factual background accordingly. 1 The PMC Plaintiffs include Penske Media Corporation and Plaintiffs Billboard Media, LLC, Deadline Hollywood, LLC, Fairchild Publishing, LLC, Gold Derby Media, LLC, Hollywood Reporter, LLC, Indiewire Media, LLC, Rolling Stone, LLC, SheMedia, LLC, and Variety Media, LLC. 2  Many of Plaintiffs’ allegations concerning Google’s general search engine, its dominance in the market for general search, and its generative artificial intelligence (“GenAI”) products are chronicled in United States v. Google LLC (Google Liability), 747 F. Supp. 3d 1 (D.D.C. 2024), and United States v. Google LLC (Google Remedies), 803 F. Supp. 3d 18 (D.D.C. 2025). 2 The court here will focus on the allegations unique to Plaintiffs’ claims. A. Digital Publishing The court begins with a discussion of the two main product markets 3 that are the subject of Plaintiffs’ complaints—Online Publishing and Online Educational Publishing—and then turns to a description of the alleged anticompetitive conduct. 1. Online Publishing According to the PMC Plaintiffs, “[t]he online publishing market consists of websites and apps on which publishers display textual content.” Am. Compl., PMC Docket, ECF No. 17 [hereinafter PMC Am. Compl.], ¶ 80. “Online publishing refers to the market for news articles, periodicals, reports, and other types of information that is made available online.” Id. Unlike content printed in physical form, “online publishing is consumed on digital devices connected to the Internet” and “can be accessed by anyone, anywhere, who has an Internet connection.” Id. ¶¶ 82–83. Digital publishers like Buzzfeed, The New York Times, and Condé Nast are participants in this market. Id. ¶ 85. So, too, are the PMC Plaintiffs. Founded over two decades ago, PMC is a “global media organization” that delivers content to more than 120 million monthly visitors in the United States 2 The court deems it appropriate to consider these decisions, as Plaintiffs’ Amended Complaints liberally reference the Google Liability proceedings, including the liability determination, trial exhibits and testimony, and the parties’ filings. See, e.g., Am. Compl., Chegg Docket, ECF No. 18 [hereinafter Chegg Am. Compl.], ¶¶ 47, 93, 94, 96, 125, 131, 138; Am. Compl., PMC Docket, ECF No. 17 [hereinafter PMC Am. Compl.]. ¶¶ 67, 73, 116, 118, 120, 121, 154, 171. 3 The geographic market for Plaintiffs’ claims is the United States. See Chegg Am. Compl. ¶¶ 54, 163; PMC Am. Compl. ¶¶ 80, 227. 3 through various digital properties, including several well-established entertainment and media outlets, such as Rolling Stone, Billboard, Variety, The Hollywood Reporter, and Deadline. Id. ¶¶ 32–40. Users generally are not required to pay to access PMC’s content. Id. ¶ 45. Instead, PMC generates revenue mostly through “digital advertising, commissions when a user purchases a product through an affiliate link on its sites, and subscription fees” for select products. Id. These revenue sources “depend on user traffic to PMC’s websites,” much of which comes through search engines like Google. Id. ¶¶ 45–46. 2. Online Educational Publishing Within digital publishing, Chegg alleges the existence of a distinct “educational publishing” market “for the production and dissemination of educational materials such as textbooks, workbooks, digital resources, and learning aids.” Am. Compl., Chegg Docket, ECF No. 18 [hereinafter Chegg Am. Compl.], ¶¶ 54, 56. Chegg refers to this as the “Online Educational Publishing” market. Id. ¶ 54. The content in this market is distinguished from other informational or non-fiction content by certain key attributes essential to student learning, including “curation, verification, authority, and pedagogical focus.” Id. ¶ 54. The “primary purpose” of this market is “to deliver information necessary for learning.” Id. ¶ 60. More specifically, the “content [is] designed primarily for structured learning, skill acquisition, or study,” which is “intended for repeated use over time and is periodically updated.” Id. The market is “targeted to learners seeking to supplement or obtain assistance with coursework, obtain academic support, or access learning products and services.” Id. ¶ 62. In the Online Educational Publishing market, Chegg is a “leading direct-to-student connected learning platform” that offers “personalized guidance” through subscription-based services to improve a student’s learning, using “prompts, learning tools, or assessment 4 opportunities based on the questions that student asks and the content they review on Chegg’s site.” Id. ¶¶ 23–24. For example, one of its subscription services, Chegg Study, provides “step- by-step learning support” and access to an “unparalleled [online] database of 135 million proprietary question-and-answer solutions.” Id. at 24. This digital content is Chegg’s “most valuable product,” id. ¶ 25, and Chegg has invested “hundreds of millions of dollars in the vast human capital and technological capabilities necessary” to create, maintain, and deliver its online content and services to subscribers, id. ¶ 26. 3. Digital Publishers and Search Engines Plaintiffs and other digital publishers “depend[] on search services” to distribute their content to online users. 4 Chegg Am. Compl. ¶ 29; PMC Am. Compl. ¶ 302. A user searching for an answer online enters their query into a search engine, which will then produce results on a search engine results page (“SERP”). Chegg Am. Compl. ¶ 32. From the SERP, a user can click on links that will take the user directly to publishers’ websites. See id. This is “the single-most important way” online publishers reach users and, by extension, generate revenue through user interactions with advertising, affiliate links, and subscriptions. Id. ¶¶ 32, 39; PMC Am. Compl. ¶ 66. To create search results, search engines like Google use algorithms that parse the content of their search indexes for what is relevant to a user’s query. Chegg Am. Compl. ¶ 34. A search index is a database containing copies of websites’ content and associated metadata, which Plaintiffs describe as “Search Index Data” for purposes of these lawsuits. Id. ¶ 32. “The search engine thus converts user attention to search referral traffic, which it ‘sells’ to the publisher 4 Plaintiffs’ allegations concerning how search engines operate and their interaction with online publishers are largely duplicative. Thus, while the court generally cites to Chegg’s Amended Complaint for conciseness, the PMC Plaintiffs make these same allegations. 5 (‘Search Referral Traffic’).” Id. Publishers “pay” for this traffic by contributing Search Index Data to search engines like Google, “so that the search engine can use that content to generate search results.” Id. In this way, Plaintiffs say, search engines are merely “intermediar[ies] between users seeking information and web publishers, who provide that information.” Id. ¶ 30 (emphasis omitted). Their purpose is “not to serve content” but instead to “connect users to where that content resides online.” Id. Publishers who “contribute high-quality content” to Google’s Search Index “are rewarded with search traffic.” Id. ¶ 38. Publishers can contribute Search Index Data in two ways: (1) allowing Google to use its “Googlebot” web crawler to visit their websites and collect their contents and related information; and/or (2) “pushing” their data directly to Google’s search index. See id. ¶¶ 35, 37. Both methods allow publishers to control what Google receives from them. Under the former, publishers can “opt out of Google’s search distribution and prevent their websites from appearing in Google’s search results” by editing a file on their websites that restricts what pages or sections of a website a web crawler can access. Id. ¶ 36. If a publisher does not do so, Google can crawl all or a portion of the publisher’s online content and include it in Google’s search index. Id. Under the latter method, publishers can choose what they transmit to Google, often sending their most current content to attract users. Id. ¶ 37. Plaintiffs share their content with Google with “the expectation that Google’s SERPs will direct users to” their websites. Chegg Am. Compl. ¶ 41; PMC Am. Compl. ¶ 68. And “when users click on a search result to visit [their] site[s],” publishers can “monetize that traffic.” Chegg Am. Compl. ¶ 41; PMC Am. Compl. ¶ 68. To Plaintiffs and other online publishers, this “quid pro quo”—their Search Index Data in exchange for Search Referral Traffic from Google—is the 6 “fundamental bargain” that undergirds the commercial internet. Chegg Am. Compl. ¶¶ 4, 33; PMC Am. Compl. ¶ 5. B. Google’s Appropriation of Publisher Content Plaintiffs claim that, in recent years, Google has unilaterally changed the terms of this “fundamental bargain.” See Chegg Am. Compl. ¶ 5; PMC Am. Compl. ¶ 6. Google previously did not compete with Plaintiffs in the relevant product markets. See generally PMC Am. Compl. ¶ 6; Chegg Am. Compl. ¶ 65. But starting in the early 2010s, Google “enter[ed] digital publishing by distributing content directly on its SERP.” Chegg Am. Compl. ¶ 63. It did so not by “hiring writers and editors,” but by “repurposing the content that digital publishers had created.” Id. This “appropriation” of content occurred in two phases involving different publishing elements on the SERP: (1) featured “snippets” of publishers’ content and (2) AI-generated narratives. Id. ¶ 64. 1. Featured Snippets In the first phase, Google began displaying detailed excerpts, or “snippets,” of publishers’ content on its SERP, beginning with news features. Id. ¶¶ 64, 66–69. Over time Google expanded its use of snippets to provide other types of content directly on the SERP. In May 2012, for example, Google introduced a “Knowledge Panel” that contains answers to different types of user queries. Id. ¶ 70. Knowledge Panels “obviate the need for users to leave the SERP page and click Google’s search result links to obtain answers to their questions.” Id. Google also began to include longer extracts of journalistic or informational articles on the Knowledge Panels, later termed “Featured Snippets.” Id. ¶ 71. Google continued to expand informational content on the SERP with other features. In 2015, it introduced a “People Also Ask” panel that “contains a list of questions about a user’s search topic, with drop-downs containing Featured Snippets chosen by Google to answer those 7 specific questions.” Id. ¶ 73. This feature “pull[s] out” specific parts of a publisher’s content to answer the searcher’s question. Id. ¶¶ 73–74. In addition, Chegg asserts that Google “targets” educational content through a “Questions and Answers” Featured Snippets format that excerpts questions and answers from Chegg and other websites. Id. ¶ 76. Google places these snippets ahead of organic search results on its SERP. Chegg Am. Compl. ¶ 124; PMC Am. Compl. ¶ 158. Plaintiffs say that these content features “are separate and distinct products from search results.” Chegg Am. Compl. ¶ 77. With Google’s introduction of these new SERP components, publishers faced a dilemma. Google “sources the content it uses to populate its [SERP] publishing elements from the data that it crawls for its search index.” Id. ¶ 80. A publisher could opt out of having its content republished as snippets on the SERP, but doing so would “prevent snippets from being shown as previews in search results.” Id. ¶ 82. The placement of Featured Snippets at the top of the SERP already reduced traffic to publisher websites. Opting out of snippets altogether would mean “an even greater reduction in search referrals,” as their content would not be as readily visible to users. Id. ¶¶ 81–82. “The decision to opt out of republishing by disallowing snippets or withholding Search Index Data is [thus] a Hobson’s choice.” Id. ¶ 83. “Virtually no digital publishers can afford to take such drastic action, because withholding data from Google’s search index means demotion on the SERP or disappearing from Google’s organic search results entirely.” Id. Because “appearing prominently in Google’s SERP is an essential means of generating traffic and revenue for digital publishers,” opting out is not a genuine choice at all. Id. 2. AI Overviews and Other GenAI Products The second phase of Google’s content appropriation began around 2023 with the launch of its GenAI products. Id. ¶ 93. The foundation of these products are large language models, or 8 LLMs. LLMs are “trained” on “vast datasets of written material, allowing them to encode patterns and relationships between words and sentences” that the LLM can then use to “predict[] the most likely next word based on the patterns it has learned.” Id. ¶¶ 99–100. Google trains its LLMs, in part, on publisher content scraped from websites by Google’s web crawlers and compiled into its search index. Id. ¶¶ 99–104, 133, 135. In addition, Google “grounds” its LLMs. Grounding, also known as retrieval-augmented generation (“RAG”), is a process that involves connecting the LLM to relevant, external content online and paraphrasing that content using generative AI. Id. ¶¶ 105– 106. Google launched two new GenAI products based on these LLM technologies: (1) “Search Generative Experience,” now known as “AI Overviews”; and (2) “Gemini,” a standalone chatbot. Id. ¶ 91. Placed at the top of the SERP, id. ¶ 124, AI Overviews are “AI- powered snapshot[s] in response to user queries,” sometimes consisting of a “machine-made essay consisting of multiple paragraphs purporting to provide the information that a user is searching for generated by an AI model from the very same publisher content that the user otherwise might have visited to learn the answer.” Id. ¶¶ 91, 122–124. An AI Overviews can paraphrase search results from publishers’ websites without linking those sources in the AI Overviews panel. Id. ¶ 127. But even when links are provided, a user satisfied by the AI Overviews response “will have little reason to click them.” Id. ¶ 128. Google’s other GenAI product, Gemini, “generates and publishes ‘original’ content in response to certain prompts,” sometimes excluding links to third party content. Id. ¶ 114. Gemini also generates educational content, such as study tips and learning tools. Id. ¶ 115. Google’s GenAI products now compete with digital publishers. By “generat[ing] answers to questions about information that is included in their training data,” Google creates 9 content that users otherwise would have to obtain directly from publishers’ websites. See id. ¶¶ 91, 100, 129. Publishers have limited ability to prevent Google from using their content to develop its GenAI products. Google offers a tool known as “Google Extended,” which allows publishers to block Google from using their content to improve Google’s LLMs. But switching on Google Extended does not prevent Google from using publishers’ content to train its base models or generate RAG responses to search queries. Id. ¶¶ 137–138, 166. The only effective way for a publisher to prevent Google from using its content to improve its GenAI products is to block Google from crawling its website. But blocking Google’s crawlers would mean omission from Google’s Search Index and, correspondingly, from the SERP in response to user queries. Id. ¶ 83; PMC Am. Compl. ¶ 106. And absence from the SERP would be devastating, as it would halt the large volume of referral traffic on which publishers rely to earn revenue. Id. Again, this is no true choice at all. Google thus deprives publishers “of choice and control over [their] content, by conditioning [their] appearance in search results on [their] permitting Google to use [their] content to feed Google Search’s artificial intelligence features.” Chegg Am. Compl. ¶ 93. C. Google’s Search Dominance and Harms to Digital Publishers Plaintiffs contend that “[b]ut for” Google’s exercise of its monopoly power in general search services Google would pay publishers like Plaintiffs for their content. PMC Am. Compl. ¶ 9; Chegg Am. Compl. ¶ 93. If Google refused to pay, publishers “would limit or block Google from crawling their websites for any purpose.” PMC Am. Compl. ¶ 9. Instead, Google’s dominance in search means that its “web crawlers remain largely free to index the web,” collecting information that it can repurpose at no cost. Chegg Am. Compl. ¶ 111. 10  Google’s “leverage[ing]” of its market dominance in search, Plaintiffs allege, gives it an unfair competitive advantage. Id. ¶¶ 95–96. Unlike other entrants on the “competitive fringe” of search that “seek to merge search results into AI-generated answers,” such as OpenAI and Perplexity, Google does not pay for publisher content. Id. ¶ 95. That content has substantial value, id. ¶¶ 97–98, as illustrated by several “real-world” agreements, PMC Am. Compl. ¶ 128. Plaintiffs point to The New York Times entering into a licensing agreement with Amazon that permits Amazon to use its content to train its LLMs. Id. ¶ 129. And Chegg has executed content licensing deals with two technology companies resulting in millions of dollars in revenue, and is in discussions with other companies to strike additional licensing agreements. Chegg Am. Compl. ¶ 97. Consequently, Plaintiffs claim that Google is a “monopsonist”—a buyer with dominant market power—in the “input market for publisher content used for search results.” Id. ¶ 52. Google “uses that buying power to force digital publishers to give up access to their content without monetary compensation.” Id. “Google then itself acts as a publisher, either by republishing portions of other digital publishers’ content or by using GAI to summarize the content.” Id. This all works to make Google an “answer engine,” rather than a search engine. Chegg Am. Compl. ¶ 77; PMC Am. Compl. ¶ 100. This conduct threatens to upend Plaintiffs’ business models. Rather than using Google to navigate to websites like Plaintiffs’ to answer their search queries, users now increasingly consume publishers’ “abridged or derivative” content on Google’s SERP, “starv[ing] those publishers of traffic and revenue.” Chegg Am. Compl. ¶¶ 28, 52; PMC Am. Compl. ¶ 53. These content features produce “lower click-through rates to the original sources from which Google generates the 11 answers.” PMC Am. Compl. ¶ 8. Indeed, recent studies show significant declines in the click- through rate to websites appearing in organic search results. Chegg Am. Compl. ¶¶ 142–145, 148. Google’s anticompetitive conduct, Plaintiffs assert, will have dire consequences for digital publishing, as well as for the “overall quality and quantity of the information accessible on the Internet.” Id. ¶ 149. If Google continues to train and ground its LLMs “by copying the original content of publishers without permission or payment” and then “us[ing] that very content to generate outputs that divert users from original sources,” again with no payment, “the economic incentives necessary for the creation and publication of high-quality original content will evaporate.” Id. “Less content of poorer quality will reduce website traffic, resulting in reduced revenue, and thus less spending on content creation, spawning even less content of even poorer quality and even less revenue, and so on in a downward spiral for content creators and publishers alike.” Id. D. Plaintiffs’ Claims Much like their complaints’ allegations, Plaintiffs’ claims substantially overlap. Each set of Plaintiffs advance a host of violations of the Sherman Act and one common law claim of unjust enrichment. Counts I of Plaintiffs’ Amended Complaints charge reciprocal dealing in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1. Chegg Am. Compl. ¶¶ 184–196; PMC Am. Compl. ¶¶ 255–267. According to Plaintiffs, Google unlawfully conditions the “sale of Search Referral Traffic” to Plaintiffs on their supply of three types of content at no cost for purposes unrelated to providing search results. Chegg Am. Compl. ¶ 186; PMC Am. Compl. ¶¶ 257–259. First, Plaintiffs must make available content that Defendants can republish through snippets (“Republishing Content”). Chegg Am. Compl. ¶ 155. Second, Plaintiffs must provide content for 12 Defendants to train their LLMs (“GAI Training Content”). Id. Third, Plaintiffs must offer content that Defendants can use, repackage, and republish via RAG (“RAG Content”). Id. Plaintiffs allege that “[c]ontent supplied for each of these uses constitutes a separate product sold in a separate relevant product market: (1) the Republishing Content market; (2) the GAI Training Content market; and (3) the RAG Content market.” Id.; see also PMC Am. Compl. ¶ 258. Plaintiffs also allege a distinct market for Search Referral Traffic, which they define as a market for delivering users to websites from search results. Chegg Am. Compl. ¶¶ 152–154. As a result of Google’s conduct, Plaintiffs maintain they are “paid less for the sale of Republishing Content, GAI Training Content, and RAG Content than [they] would have but for [Defendant’] conduct” and have “lost revenues as a result of Google diverting traffic from Plaintiff[s’] website[s] in the form of lost subscription revenue from users’ visits to [their] site[s].” Id. ¶ 194; see also PMC Am. Compl. ¶ 265. Counts II mirror Counts I, except they allege reciprocal dealing in violation of Section 2 of the Sherman Act, 15 U.S.C. § 2 (“Section 2”). Chegg Am. Compl. ¶¶ 197–207; PMC Am. Compl. ¶¶ 268–278. Again, Plaintiffs claim that Defendants use their monopoly power in the general search services market to condition the sale of Search Referral Traffic on Plaintiffs supplying Republishing Content, GAI Training Content, and RAG Content for free. Chegg Am. Compl. ¶¶ 199–201; PMC Am. Compl. ¶¶ 268–278. Through this anticompetitive conduct, Plaintiffs claim, Defendants have “acquired and maintained” monopoly power in general search services because “[f]orcing digital publishers to provide Republishing Content, GAI Training Content, and RAG Content for free effectively lowers Google’s costs.” Chegg Am. Compl. ¶ 202; PMC Am. Compl. ¶ 273. 13  Counts III assert claims of “unlawful monopoly leveraging” in violation of Section 2. Chegg Am. Compl. ¶¶ 208–214; PMC Am. Compl. ¶¶ 279–285. Chegg alleges that Defendants have leveraged their power in general search services to create an unfair competitive advantage in the market for Online Educational Publishing. Chegg Am. Compl. ¶ 209. The PMC Plaintiffs aver the same as to the market for Online Publishing. PMC Am. Compl. ¶¶ 280–281. Plaintiffs maintain that Google’s conduct has caused digital publishers to go out of business or lay off staff, resulting in restricted output and reduced quality in these markets. Chegg Am. Compl. ¶ 210; PMC Am. Compl. ¶ 281. Counts IV advance claims of unlawful monopolization in violation of Section 2. Chegg Am. Compl. ¶¶ 215–221; PMC Am. Compl. ¶¶ 286–292. Specifically, Plaintiffs allege that by forcing them to provide content at no cost for training and grounding Google’s GenAI models and republishing, Defendants have willfully acquired and maintained monopoly power in the general search services market. Chegg Am. Compl. ¶ 216; PMC Am. Compl. ¶ 287. Count V of Chegg’s Amended Complaint and Count VI of the PMC Plaintiffs’ Amended Complaint assert claims of attempted monopolization in violation of Section 2. Chegg Am. Compl. ¶¶ 222–229; PMC Am. Compl. ¶¶ 307–314. Plaintiffs aver that Defendants engaged in the anticompetitive conduct described in the other counts with the “specific intent” of creating monopolies in digital publishing markets. Chegg Am. Compl. ¶ 224; PMC Am. Compl. ¶ 309. Chegg’s claim concerns the Online Educational Publishing market, Chegg Am. Compl. ¶ 224, while the PMC Plaintiffs’ concerns the online publishing market, PMC Am. Compl. ¶ 309. Count VI of Chegg’s Amended Complaint and Count VII of the PMC Plaintiffs’ Amended Complaint allege unjust enrichment in violation of California law. Chegg Am. Compl. ¶¶ 230– 231; PMC Am. Compl. ¶¶ 315–324. By using Plaintiffs’ content to train and ground Google’s 14 LLMs without compensation, Defendants have unlawfully enriched themselves at Plaintiffs’ expense. Id. Finally, only the PMC Plaintiffs assert an unlawful tying claim in Count V of their Amended Complaint. PMC Am. Compl. ¶¶ 293–306. They maintain that Google unlawfully ties AI Overviews to its general search product in violation of Section 2. Id. Plaintiffs allege myriad harms stemming from Defendants’ alleged conduct. Mainly, they claim lost revenues resulting from a decline in search traffic to their websites, see, e.g., Chegg Am. Compl. ¶ 149; PMC Am. Compl. ¶ 207, and from Google’s cost-free acquisition of their content, Chegg Am. Compl. ¶ 194; PMC Am. Compl. ¶ 265. They seek compensatory damages, restitution, and injunctive relief. Chegg Am. Compl. at 77; PMC Am. Compl. at 103. E. Procedural Background Chegg filed suit on February 24, 2025. Compl., Chegg Docket, ECF No. 1. Defendants then moved to dismiss, Defs.’ Mot. to Dismiss, Chegg Docket, ECF No. 16, after which Chegg filed an amended complaint on June 9, 2025, see Chegg Am. Compl. Defendants once again moved to dismiss on July 25, 2025. Defs.’ Mot. to Dismiss the Am. Compl., Chegg Docket, ECF No. 19 [hereinafter Defs.’ Chegg Mot.]. 5 The PMC litigation followed a similar path. Those plaintiffs filed suit on September 12, 2025. Compl., PMC Docket, ECF No. 1. Soon after, Defendants moved to dismiss the complaint, Defs.’ Mot. to Dismiss, PMC Docket, ECF No. 16, and the PMC Plaintiffs amended their pleading on December 4, 2025, see PMC Am. Compl. Defendants again moved to dismiss on January 12, 5 Defendants ask the court to take judicial notice of three documents while considering their motion to dismiss Chegg’s Amended Complaint. See Defs.’ Chegg Mot., Req. for Jud. Notice in Supp. of Defs.’ Mot. to Dismiss, Chegg Docket, ECF No. 19-2. Chegg opposes the request. See Pl.’s Mem. in Opp’n to Defs.’ Chegg Mot., Chegg Docket, ECF No. 20, Pl. Chegg’s Opp’n to Defs.’ Req. for Jud. Notice, ECF No. 20-1. As the court resolves the motion to dismiss without relying on the documents at issue, the court denies the motion. 15 2026. Defs.’ Mot. to Dismiss Pls.’ Amended Compl., PMC Docket, ECF No. 25 [hereinafter Defs.’ PMC Mot.]. The court agreed to a consolidated hearing on Defendants’ motions, Minute Order, PMC Docket, July 29, 2026, and held argument on August 25, 2026, see Hr’g Tr., PMC Docket, ECF No. 31 [hereinafter Consol. Hr’g Tr.]. III. LEGAL STANDARD To survive a motion to dismiss, a complaint must “state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). The court must accept as true all well- pleaded factual allegations contained in the complaint, Twombly, 550 U.S. at 556, and construe the complaint in the plaintiff’s favor, Hettinga v. United States, 677 F.3d 471, 476 (D.C. Cir. 2012). But it must not do the same for “a legal conclusion couched as a factual allegation,” Papasan v. Allain, 478 U.S. 265, 286 (1986), nor should it “accept inferences drawn by [the] plaintiff if those inferences are not supported by the facts set out in the complaint,” Langeman v. Garland, 88 F.4th 289, 294 (D.C. Cir. 2023). In antitrust cases, the plaintiff must allege sufficient “fact[s] to raise a reasonable expectation that discovery will reveal evidence of illegal [conduct],” Twombly, 550 U.S. at 556, and the court must bear in mind that, while “it is one thing to be cautious before dismissing an antitrust complaint in advance of discovery,” it is “quite another to forget that proceeding to antitrust discovery can be expensive,” id. at 558 (internal citation omitted). Ultimately, the district court “must retain the power to insist upon some specificity in pleading before allowing a potentially massive factual controversy to proceed.” Id. 16 IV. DISCUSSION A. Reciprocal Dealing At the heart of Plaintiffs’ complaints are their reciprocal dealing claims (Counts I and II). So, the court starts there. Reciprocal dealing “exists where ‘two parties face each other as both buyer and seller.’” Brokerage Concepts, Inc. v. U.S. Healthcare, Inc., 140 F.3d 494, 511 (3d Cir. 1998) (quoting Spartan Grain & Mill Co. v. Ayers, 581 F. 2d 419, 424 (5th Cir. 1978)). In such an arrangement, the first party offers to buy the second party’s goods, but only if the second party buys other goods from the first party. Id. Put “more colloquially,” “reciprocal dealing exists when one party tells the other: ‘I’ll buy from you, if you buy from me.’” Id. Some courts have treated reciprocal dealing arrangements as a “variant” of tying arrangements—where a seller conditions the sale of one good on the buyer purchasing another, separate good—and have therefore analyzed these arrangements by similar standards. See Hicks v. PGA Tour, Inc., 897 F.3d 1109, 1115 (9th Cir. 2018); Spartan Grain, 581 F.2d at 425 (observing that tying arrangements and reciprocal dealing “refer to similar phenomena” in which “one side of a transaction has special power in the marketplace” and “uses this power to force those with whom it deals to make concessions in another market”); Brokerage Concepts, 140 F.3d at 512. That analogous treatment is not without its critics. Phillip E. Areeda & Herbert Hovenkamp, Antitrust Law ¶ 1776 (5th ed. & Suppl. 2026) [hereinafter Areeda & Hovenkamp]. Regardless, like tying, not all reciprocal dealing is anticompetitive, and the Sherman Act only proscribes reciprocal dealing that is “coercive,” such as “where a party uses its economic power as a purchaser in one market in order to restrict competition in another market where it is a seller.” Brokerage Concepts, 140 F.3d at 511 (citing Betaseed, Inc. v. U & I, Inc., 681 F.2d 1203, 1216 (9th Cir.1982)); see also FTC v. Consol. Foods Corp., 380 U.S. 592, 594–95 (1965). 17  Plaintiffs’ reciprocal dealing claims implicate four alleged product markets: (1) the Search Referral Traffic market; (2) the Republishing Content market; (3) the GAI Training market; and (4) the RAG Content market. Id. Because the particularities of the last three markets do not impact the court’s analysis, the court simply refers to them collectively as the “Content Inputs market.” Plaintiffs allege that Defendants condition “the sale of Search Referral Traffic” on publishers agreeing to surrender Content Inputs for free. Chegg Am. Compl. ¶¶ 186, 199; PMC Am. Compl. ¶¶ 257, 270. This, Plaintiffs contend, is a coercive reciprocal dealing arrangement that is illegal per se or, alternatively, under the rule of reason. Pl.’s Mem. in Opp’n to Defs.’ Chegg Mot., Chegg Docket, ECF No. 20 [hereinafter Pl.’s Chegg Opp’n], at 10–15; Pls.’ Mem. in Opp’n to Defs.’ PMC Mot., PMC Docket, ECF No. 26 [hereinafter Pls.’ PMC Opp’n], at 8–14. In response, Defendants argue there cannot be unlawful “reciprocal dealing” when, as here, there is no “deal.” Defs.’ Chegg Mot., Mem. of P. & A. in Supp. of Defs.’ Chegg Mot., ECF No. 19-1 [hereinafter Defs.’ Chegg Mem.], at 9; Defs.’ PMC Mot., Mem. of P. & A. in Supp. of Defs.’ PMC Mot., ECF No. 25-1 [hereinafter Defs.’ PMC Mot.], at 2. They maintain that Plaintiffs have failed to plead any actual agreement whereby Defendants promised to “sell” Plaintiffs any specific amount of traffic—or any traffic whatsoever—in exchange for “buying” their content. See Defs.’ Chegg Mem. at 9; see also Consol. Hr’g Tr. at 55:10-21. In Defendants’ telling, what Plaintiffs describe as coercion is a lawful refusal to deal on Plaintiffs’ preferred terms. Defs.’ Chegg Mem. at 10; Defs.’ PMC Mem. at 2. Defendants also argue that the alleged tied Content Input markets are themselves implausible and, even if they were to exist, Plaintiffs failed to allege any competitive harm to those markets. Defs.’ PMC Mem. at 15–20. The court agrees with Defendants that Plaintiffs have failed to allege plausible claims of reciprocal dealing. Regardless of whether those claims should be accorded per se treatment or 18 assessed under the rule of reason, or whether Plaintiffs have plead plausible markets, their reciprocal dealing claims fail to get out of the starting gate. 1. Section 1 Section 1 of the Sherman Act prohibits any “contract, combination . . . or conspiracy, in restraint of trade or commerce.” 15 U.S.C. § 1. To make out a claim under Section 1, plaintiffs must first allege that “the challenged anticompetitive conduct stems from . . . an agreement, tacit or express.” Twombly, 550 U.S. at 553 (cleaned up). “[S]tating such a claim requires a complaint with enough factual matter (taken as true) to suggest that an agreement was made.” Id. at 556; see also Donald F. Turner, The Definition of Agreement Under the Sherman Act: Conscious Parallelism and Refusals to Deal, 75 HARV. L. REV. 655, 655–56 (1962) (“For most kinds of anticompetitive business conduct, condemnation has depended and continues to depend on finding two or more parties who may be said to have ‘agreed’ to do what was done, since ‘agreement’ is an essential ingredient of ‘contract, combination, or conspiracy.’”). Plaintiffs thus must plead facts showing concerted action between independent actors, not unilateral conduct. See Copperweld Corp. v. Indep. Tube Corp., 467 U.S. 752, 767–69 (1984); Monsanto Co. v. Spray-Rite Serv. Corp., 465 U.S. 752, 764 (1984) (requiring evidence “that tends to exclude the possibility” of independent action). An agreement need not be in writing, as “[t]he antitrust laws look to substance, not to form.” Rothery Storage & Van Co. v. Atlas Van Lines, Inc., 597 F. Supp. 217, 228 (D.D.C. 1984), aff’d, 792 F.2d 210 (D.C. Cir. 1986); see also United States v. Parke, Davis & Co., 362 U.S. 29, 44 (1960) (“[J]udicial inquiry is not to stop with a search of the record for evidence of purely contractual arrangements” because the Sherman Act forbids agreements that “suppress competition,” “judged by what the parties actually did rather than by the words they used.”). But some meeting of the minds is required. See Contract, Black’s Law Dictionary (1ST ED. 1891) 19 (“A contract or agreement is either where a promise is made on one side and assented to on the other; or where two or more persons enter into [an] engagement with each other by a promise on either side.”); In re Baby Food Antitrust Litig., 166 F.3d 112, 117 (3d Cir. 1999) (“[U]nity of purpose or a common design and understanding or a meeting of the minds in an unlawful arrang