Real Estate Board of New York, Inc. v. the City of New York

25-1506 Real Estate Board of New York, Inc. v. The City of New York In the United States Court of Appeals For the Second Circuit August Term 2025 Argued: November 3, 2025 Decided: July 13, 2026 No. 25-1506 REAL ESTATE BOARD OF NEW YORK, INC., NEW YORK STATE ASSOCIATION OF REALTORS, INC., BOHEMIA REALTY GROUP, BOND NEW YORK REAL ESTATE CORP., LEVEL GROUP INC., REAL NEW YORK LLC, FOUR CORNERS REALTY, LLC, 21 WEST 74 CORP., 8 WEST 119TH STREET HDFC, Plaintiffs-Appellants, v. THE CITY OF NEW YORK, A MUNICIPAL ENTITY, SAMUEL A. A. LEVINE, AS COMMISSIONER OF NEW YORK CITY DEPARTMENT OF CONSUMER AND WORKER PROTECTION, Defendants-Appellees. * * Pursuant to Federal Rule of Appellate Procedure 43(c)(2), Samuel A.A. Levine— the current Commissioner of New York City Department of Consumer and Worker Protection—is automatically substituted in the caption for his predecessor in office as a defendant in this case. The Clerk of Court is respectfully directed to amend the caption as set forth above.  Appeal from the United States District Court for the Southern District of New York No. 24-cv-9678, Ronnie Abrams, Judge. Before: PARKER, LIVINGSTON, and KAHN, Circuit Judges. On November 13, 2024, the New York City Council passed the Fairness in Apartment Rental Expenses Act, or the “FARE Act.” The Act prohibits brokers from imposing fees (known as a brokers’ fee) on tenants with respect to properties for which the broker has either (1) published a listing with the landlord’s permission or (2) agreed to work on behalf of the landlord. The Act also prohibits landlords from conditioning the rental of an apartment on a prospective tenant engaging an agent. Plaintiffs-Appellants, a group of trade associations, real estate brokerage firms, landlords, and other related organizations, sought a preliminary injunction to enjoin the law from going into effect, on the grounds that the law violated the United States Constitution and the Constitution of the State of New York. Defendants-Appellees, including the City of New York, opposed the preliminary injunction and moved to dismiss. The district court held oral argument on May 2, 2025, and on June 10, granted Defendants’ motion to dismiss in part and denied Plaintiffs’ motion for a preliminary injunction. We agree with the lower court’s decision and AFFIRM the judgment of the district court. SEAN MAROTTA (J. Andrew MacKenzie, on the brief), Hogan Lovells US LLP, Washington, D.C.; Claude G. Szyfer, Darya D. Anichkova, on the brief, Hogan Lovells US LLP, New York, NY, for Plaintiffs-Appellants. JAMISON DAVIES (Richard Dearing, Claude Platton, on the brief), Of Counsel, for Steven Banks, Corporation Counsel of the City of New York, New York, NY, for Defendants-Appellees. 2 BARRINGTON D. PARKER, Circuit Judge: On November 13, 2024, the New York City Council passed the Fairness in Apartment Rental Expenses Act, or the “FARE Act.” The Act prohibits brokers from imposing a fee (colloquially known as a brokers’ fee) on tenants with respect to properties for which the broker has either (1) published a listing with the landlord’s permission or (2) agreed to work on behalf of the landlord. The Act also prohibits landlords from conditioning the rental of an apartment on a prospective tenant engaging an agent. Plaintiffs-Appellants, a group of trade associations, real estate brokerage firms, landlords, and other related organizations, contend that the Act is constitutionally deficient in two ways. First, they argue that the Act violates their federal and state free speech rights by burdening their ability to publish rental listings and charge tenants for their services after doing so. Second, they argue that the Act violates the Contracts Clause of the United States Constitution by rendering existing agreements between landlords and brokers unenforceable. In the district court, Plaintiffs sought a preliminary injunction to stop the Act from going into effect. The City opposed Plaintiffs’ motion and moved to dismiss their claims. The district court granted Defendants’ motion to dismiss in 3 part and denied Plaintiffs’ motion for a preliminary injunction. We agree with the district court, and we AFFIRM the judgment. BACKGROUND New York City has the largest rental market in the country, and rental properties account for nearly 70% of the City’s overall housing stock. Jt. App’x at 669. Both parties agree that New York City is suffering from a housing crisis – as the demand for residential rental units continues to meaningfully outpace supply throughout the City. As of 2024, the median asking rent on publicly listed rentals in New York City was $3,500 a month and in 2023 the vacancy rate had dropped to 1.4%. Id. As a result of this, over half of the City’s residents are “rent burdened” meaning they spend more than 30% of their income on their rent. Id. In New York City, real estate brokers often act as intermediaries between tenants and landlords, and prospective tenants often do not interact directly with landlords. Brokers typically assist prospective tenants with searching, applying for, and obtaining approval for residential rental units. Id. at 670-71. Brokers also assist landlords with staging, advertising, and processing applications to fill vacant units. Id. at 670. 4  When landlords decide to list an apartment for rent in New York, they may enter into exclusive listing agreements with brokers, under which they hire a broker or brokerage firm to market the apartment on an exclusive basis. Some exclusive listings are advertised as “no-fee” listings. For “no-fee” listings, landlords pay directly for a broker’s services. In some instances, however, the landlord’s arrangement with the broker requires that the broker seek compensation from potential tenants via “fee” or “tenant-pays” exclusive listings. Alternatively, landlords may choose to rent their properties through “open listings” by which various brokers market a property on a nonexclusive basis. When a broker successfully rents out an “open listing” unit, the broker who arranged the tenancy typically seeks compensation from the tenant who rents out the property. In either case, brokers’ fees can be substantial and generally range between roughly 8–15% of the annual value of the lease. Jt. App’x at 671. In most of the United States, the landlord is responsible for paying brokers’ fees when a broker lists their property and finds a tenant to live in the unit. Jt. App’x at 672. New 5 York and Boston are the only two major American cities where these fees are often paid by tenants – regardless of whether those tenants hired the broker. 1 Id. However, the prevailing relationship between landlords, brokers, and tenants was dramatically altered when the New York City Council passed the FARE Act in November 2024, by a vote of 42 to 8. The FARE Act effectively prohibits landlords and their agents from imposing compulsory brokers’ fees on tenants and prohibits conditioning the rental of any unit on whether a tenant has engaged an agent. Specifically, the FARE Act provides that “a landlord’s agent shall not impose any fee on, or collect any fee from, a tenant related to the rental of residential real property.” N.Y.C. Admin. Code § 20-699.21(a)(1). 2 The law also provides that “any agent who publishes a listing for a rental of residential real property with the permission or authorization of the landlord for such property shall not impose any fee on, or collect any fee from, a tenant related to the rental of such property.” § 20-699.21(a)(2). According to the City, the latter provision 1 It is not certain from the record exactly what percent of rental unit listings were “fee” or “tenant pays” exclusive listings before the passage of the FARE Act. However, based on witness testimony, we can ascertain that approximately 50- 70% of rental units listed in New York City were “fee” or “tenant pays” exclusive listings. 2 Unless otherwise noted, all further section citations are to the New York City Administrative Code. 6 was included in the FARE Act to prevent landlords offering “open listings” from charging prospective tenants brokers’ fees after failing to disclose their agency relationship with the broker advertising the listing. The FARE Act also makes it unlawful for any person, including a landlord, to condition the rental of an apartment on the tenant “engaging any agent.” § 20-699.21(c). The law provides for civil penalties and a private cause of action, § 20-699.23–24, and creates a rebuttable presumption that any agent publishing a rental listing “does so with the permission or authorization of the landlord of such property,” § 20-699.21(e). If a landlord’s agent, or any agent posting a listing with the landlord’s authorization, violates the no-fee provisions of the FARE Act, the landlord can be found vicariously liable. § 20-699.21(b). In short, the Act prohibits landlords and their agents from imposing brokers’ fees on tenants renting units when the tenants do not directly commission a broker’s services, regardless of how a landlord hires a broker. The FARE Act was enacted after a nearly year-long process which included extensive public hearings, a city-led investigation into the rental market, and substantial revisions to the initial draft legislation. During this process, many of the bill’s supporters testified that brokers’ fees made moving prohibitively 7 expensive in New York City, and tenants received little in return for their fee payments. The bill’s detractors argued that the law would simply shift the cost of brokers’ fees into rental prices – worsening the City’s already-existing housing affordability problems. The Act’s effective date was deferred until 180 days after it became law to provide affected businesses and individuals with time to prepare for the operational changes required by the FARE Act. During that time, Plaintiffs brought this action for declaratory and injunctive relief, alleging that the FARE Act violated the United States and New York Constitutions, or, in the alternative, was preempted by state law. Plaintiffs sought an injunction barring enforcement of the so-called “publication bar” (§ 20-699.21(a)(2)); 3 the so-called “no-conditioning provision” (§ 20-699.21(c)); 4 and the bar on a landlords’ agents charging tenants fees (§ 20-699.21(a)(1)). The City opposed the preliminary injunction and moved 3 The “publication bar” prohibits any agent who publishes a listing with the permission or authorization of the landlord from imposing a fee on prospective tenants. § 20-699.21(a)(2). To the extent this opinion references the term “publication bar,” it is worth noting that § 20-699.21(a)(2) does not inherently “bar” brokers from publishing any listing. Rather, it prohibits agents who publish a listing from imposing a fee on any tenant subsequent to the publication of the listing. 4 The “no conditioning provision” prohibits conditioning a rental agreement on whether a potential tenant hired a real estate broker or other agent. § 20-699.21(c). 8 to dismiss. The district court asked the City if it wanted to request an evidentiary hearing, but the City declined the court’s invitation. Eventually, the United States District Court for the Southern District of New York (Abrams, J.) held oral argument on the parties’ motions and granted the City’s motion to dismiss in part and denied Plaintiffs’ motion for a preliminary injunction. Specifically, the district court dismissed Plaintiffs’ First Amendment claims and denied Plaintiffs’ motion for a preliminary injunction on those claims as moot. Id. The district court found that, although § 20-699.21(a)(2) regulated “speech” within the meaning of the First Amendment, Plaintiffs had failed to state a plausible First Amendment claim because the FARE Act’s publication bar “satisfies the Central Hudson test as a matter of law.” Real Est. Bd. of N. Y., Inc. v. City of New York, 786 F. Supp. 3d 788, 811 (S.D.N.Y. 2025). As for Plaintiffs’ Contracts Clause challenge, the district court denied the City’s motion to dismiss. Id. at 815. It concluded that issues of fact remained as to whether the Act’s impairment of Plaintiffs’ existing contracts was a reasonable and appropriate means of advancing the City Council’s interests, thus precluding dismissal of the Contracts Clause claim as a matter of law. Id. The district court also denied Plaintiffs’ motion for a preliminary injunction with respect to their 9 Contracts Clause claim after finding Plaintiffs “failed to establish that they [were] likely to prove that the FARE Act’s impairment of existing tenant-pays exclusive listing agreements [was] not a reasonable and appropriate means of improving housing mobility.” Id. at 818. The district court also dismissed Plaintiffs’ state preemption claim, finding the FARE Act’s “regulation of broker compensation” did not “unduly intrude” into the system of state laws governing real-estate transactions and brokers. 5 Id at 819. The FARE Act became law on December 13, 2024, and went into effect on June 11, 2025, just hours after the district court denied Plaintiffs’ request for injunctive relief. This appeal followed. DISCUSSION I. Standards of Review We review the district court’s denial of Plaintiffs’ motion for a preliminary injunction for abuse of discretion and the legal conclusions underlying that decision de novo. Hudson Shore Assocs. Ltd. P'ship v. New York, 139 F.4th 99, 106 (2d Cir. 2025) (citation omitted). “A district court has abused its discretion if it has 5 Plaintiffs do not contend on appeal that the district court erred in dismissing the state preemption claim. 10 (1) based its ruling on an erroneous view of the law, (2) made a clearly erroneous assessment of the evidence, or (3) rendered a decision that cannot be located within the range of permissible decisions.” Warren v. Pataki, 823 F.3d 125, 137 (2d Cir. 2016) (citation modified). Additionally, we review questions of law decided in connection with requests for preliminary injunctions de novo. Lusk v. Village of Cold Spring, 475 F.3d 480, 484 (2d Cir. 2007) (citation omitted). The district court denied Plaintiffs’ motion for a preliminary injunction as to § 20-699.21(a)(2) because it found, as a matter of law, that Plaintiffs failed to state a claim upon which relief can be granted. Therefore, our review begins by determining whether Plaintiffs’ claims are legally viable. See Hudson Shore, 139 F.4th at 107. In determining if a claim is legally viable, “we accept all factual allegations as true, draw all reasonable inferences in favor of the plaintiffs, and we will not dismiss as long as the pleadings support more than a sheer possibility that a defendant has acted unlawfully.” Melendez v. City of New York, 16 F.4th 992, 1010 (2d Cir. 2021) (citation modified). II. The First Amendment Challenge The district court found that the FARE Act regulates commercial speech, which the Supreme Court has defined as “expression related solely to the 11 economic interests of the speaker and its audience.” Cent. Hudson Gas & Elec. Corp. v. Pub. Serv. Comm’n of N. Y., 447 U.S. 557, 561 (1980) (citations omitted). “The First Amendment, as applied to the States through the Fourteenth Amendment, protects commercial speech from unwarranted governmental regulation.” Id. But our caselaw differentiates commercial speech from other forms of expressive activity such as political speech. Commercial speech is carved out from our general First Amendment analysis and instead “enjoys a limited measure of protection, commensurate with its subordinate position in the scale of First Amendment values, and is subject to modes of regulation that might be impermissible in the realm of noncommercial expression.” Vugo, Inc. v. City of New York, 931 F.3d 42, 49 (2d Cir. 2019) (citation modified). In the commercial speech context, this Court typically applies the intermediate scrutiny test laid out by the Supreme Court in Central Hudson, 447 U.S. at 557. Plaintiffs argue that even though the FARE Act only regulates commercial speech, it nonetheless violates the First Amendment because it prohibits brokers from publishing a listing and subsequently receiving compensation from the tenant who rents the listed unit, thus placing an unconstitutional burden on their 12 speech. 6 First, Plaintiffs argue that § 20-699.21(a)(2) should be subject to heightened scrutiny because it burdens disfavored speech (rental listings) by disfavored speakers (real estate brokers). In the alternative, Plaintiffs argue that § 20-699.21(a)(2) fails even intermediate scrutiny under Central Hudson. The City, for its part, asserts that § 20-699.21(a)(2) does not implicate the First Amendment at all because the challenged regulation does not burden protected speech. The City also argues that § 20-699.21(a)(2) survives First Amendment scrutiny regardless because intermediate, not heightened, scrutiny applies and the FARE Act survives this inquiry. In dismissing Plaintiffs’ First Amendment claim, the district court found that the FARE Act regulated speech within the meaning of the First Amendment but was content neutral and applied Central Hudson’s intermediate scrutiny test. Real Est. Bd., 786 F. Supp. 3d at 804–05, 807. The district court then found that § 20- 699.21(a)(2) satisfied Central Hudson as a matter of law and dismissed Plaintiffs’ First Amendment claims. Id. at 811. We agree with the district court’s analysis. 6Plaintiffs also assert that the publication bar violates the New York Constitution’s Free Speech Clause but concede that “[t]he New York Constitution affords commercial speech protection identical to the First Amendment.” Appellants’ Br. 24 n.1. We therefore consider both free-speech claims together under the applicable First Amendment standard. 13 The FARE Act regulates commercial speech, is subject to intermediate scrutiny, and is valid under Central Hudson. A. The City argues that Plaintiffs’ First Amendment claim fails at its threshold because § 20-699.21(a)(2) regulates conduct and thus does not implicate the First Amendment. Specifically, the City argues that the regulation, “[b]y its plain terms . . . prohibits no speech whatsoever.” Appellees’ Br. at 29. However, a law need not prohibit speech to trigger judicial scrutiny. Laws that merely burden speech may also be subject to review under the First Amendment. “It is of no moment that [a] statute does not impose a complete prohibition. The distinction between laws burdening and laws banning speech is but a matter of degree.” United States v. Playboy Ent. Grp., Inc., 529 U.S. 803, 812 (2000). Under the First Amendment, “[l]awmakers may no more silence unwanted speech by burdening its utterance than by censoring its content.” Sorrell v. IMS Health Inc., 564 U.S. 552, 566 (2011). The FARE Act, through § 20-699.21(a)(2), plainly burdens Plaintiffs’ commercial speech. Indeed, one of the key value-adding components of a broker’s services is their ability to advertise listings with the eventual goal of consummating a rental transaction between a landlord and a renter. The Act’s 14 “publication bar” prohibits a broker from charging a fee to a tenant only when a predicate act of speech (e.g., publishing a listing for rent) occurs. Accordingly, a broker’s speech is the singular predicate act for application of § 20-699.21(a)(2). The FARE Act cannot escape First Amendment scrutiny simply because it makes certain kinds of speech commercially or economically unviable rather than outright prohibiting that speech. The Supreme Court has recognized that a regulation’s “prohibition on compensation [for delivering speeches or writing articles] unquestionably imposes a significant burden on expressive activity.” United States v. Nat’l Treasury Emps. Union, 513 U.S. 454, 468 (1995). The City argues that National Treasury doesn’t apply because the regulation challenged in that case directly burdened employees’ expression and “the law explicitly targeted their expression by means of . . . ensuring they could not be paid for it,” and the City asserts that the “FARE Act presents no comparable restrictions on brokers’ expression.” Appellees’ Br. at 34. Yet that is exactly what § 20-699.21(a)(2) does. When brokers publish a listing, they are no longer permitted to be paid by a tenant for renting that unit. Both the regulation challenged in National Treasury and § 20-699.21(a)(2) “place[] a significant burden” on targeted speakers through a “denial of compensation,” 513 U.S. at 462 (1995), 15 albeit, under § 20-699.21(a)(2), the limitation on compensation is partial. It is of no moment that National Treasury dealt with compensation for “making speeches, publishing scholarly articles, or even writing novels.” Appellees’ Br. at 33. First Amendment protections apply “[e]ven [to] dry information, devoid of advocacy, political relevance, or artistic expression.” Universal City Studios, Inc. v. Corley, 273 F.3d 429, 446 (2d Cir. 2001). The City also argues that the FARE Act does not directly regulate brokers’ protected expressive activity because the Act’s prohibition on “charging a fee to a tenant whenever the landlord engages a broker’s services or authorizes a broker to post a listing,” simply “functions as one way of establishing that a broker is providing services to the landlord, such that the prohibition isn’t contingent on speech at all.” Appellees’ Br. at 30 (internal citation omitted). But this is a rather hollow distinction. The FARE Act states that, “any agent who publishes a listing for a rental of residential real property with the permission or authorization of the landlord for such property shall not impose any fee on” a tenant related to the rental of real property. § 20-699.21(a)(2) (emphasis added). The plain language of the FARE Act thus makes clear that a brokers’ commercial speech (publishing a property listing) is the key predicate act that bans a form of compensation. On its 16 face, the FARE Act’s prohibition on tenant-pays brokers’ fees applies to the expressive act of publishing a rental listing, not simply retention or an authorization by a landlord. Commercial speech is thus the antecedent act that is required to trigger the FARE Act’s restrictions on broker compensation. As a result, brokers are left with an “unwelcome choice” of “either restrict[ing] their [speech,]” or changing their business model in a way that “may be extremely expensive or even . . . impracticable.” Erznoznik v. City of Jacksonville, 422 U.S. 205, 217 (1975). This is a paradigmatic example of a limitation on speech that triggers constitutional scrutiny. Accordingly, we agree with the district court that § 20-699.21(a)(2) implicates the First Amendment. B. We next determine the appropriate level of scrutiny to apply. As discussed, supra Part II.A, because the FARE Act regulates only commercial speech, it enjoys less protection than other forms of expressive activity under Central Hudson. Because commercial speech enjoys only “limited” protection, laws and regulations 17 that restrict commercial speech are typically subjected to intermediate scrutiny. Vugo, 931 F.3d at 49. In Sorrell, however, the Supreme Court recognized an exception to the general application of intermediate scrutiny in the commercial speech context. The Court wrote that “heightened judicial scrutiny is warranted” when a statute “is designed to impose a specific, content-based burden on protected expression.” 564 U.S. at 565. In other words, Sorrell held that the application of intermediate scrutiny was insufficient when a challenged law “burdens disfavored speech by disfavored speakers.” Id. at 564. Plaintiffs argue that this more stringent standard applies here because the FARE Act similarly “targets disfavored speech – rental listings – by disfavored speakers – brokers.” Appellants’ Br. at 24. We remain unconvinced that Sorrell’s heightened standard applies here. Sorrell held that heighted scrutiny is required “whenever the government creates ‘a regulation of speech because of disagreement with the message it conveys.’” 564 U.S. at 566 (quoting Ward v. Rock Against Racism, 491 U.S. 781, 791 (1989)). There is nothing in the record or in the challenged legislative text that supports a finding that the City was concerned with the messages conveyed by any real estate listings posted by brokers or that § 20-699.21(a)(2) regulates speech 18 based on its content. The challenged regulation is agnostic as to the content of any listing, and instead simply restricts how a broker may be compensated after listing a unit. The FARE Act makes no attempt to control the contents of listings or target specific messages “for disfavored treatment.” Sorrell, 546 U.S. at 565. In contrast, the legislation in Sorrell “[was] designed to impose a specific, content-based burden on protected expression.” Id. The FARE Act does not impose its restrictions “by reason of content” which is “confirmed by the fact that petitioners ‘cannot avoid or mitigate’ the effects of the Act by altering their speech.” TikTok Inc. v. Garland, 604 U.S. 56, 71 (2025) (citation omitted). Regardless of the message a broker includes in a publicly posted listing, he or she may not charge the tenant a fee once the unit is rented. Accordingly, the Act is content neutral. The Supreme Court’s decision four years after Sorrell in Reed v. Town of Gilbert, 576 U.S. 155 (2015), supports our conclusion that Sorrell’s heightened level of scrutiny should not be applied to § 20-699.21(a)(2). In Reed, the Supreme Court relied on Sorrell for the proposition that “[g]overnment regulation of speech is content based if a law applies to particular speech because of the topic discussed or the idea or message expressed,” Reed, 576 U.S. at 163, and instructed courts to apply a higher level of scrutiny when “a regulation of speech ‘on its face’ draws 19 distinctions based on the message a speaker conveys,” id. (quoting Sorrell, 564 U.S. at 564). Because the FARE Act makes no such distinctions, Sorrell’s heightened scrutiny does not apply. Even if a law is not facially content-based, we are also called on to examine “governmental motive, including whether the government had regulated speech because of disagreement with its message, and whether the regulation [is] justified without reference to the content of the speech.” Id. at 167 (citation modified). There is no evidence that the FARE Act was driven by improper motives. Nothing in the legislative record indicates the City Council was concerned with the content of rental listings in passing the FARE Act or that the City Council was attempting to suppress the effectiveness or reach of any particular message, as opposed to simply trying to prevent landlords from disclaiming a relationship with brokers after authorizing those brokers to post apartment listings. See, e.g., Jt. App’x at 676–78. In contrast, the “[f]ormal legislative findings accompanying [the challenged statute] confirm that the law's express purpose and practical effect are 20 to diminish the effectiveness of marketing by manufacturers of brand-name drugs.” Sorrell, 564 U.S. at 565. In arguing the FARE Act regulates speech based on content, Plaintiffs also point to Linmark Associates, Inc. v. Township of Willingboro, 431 U.S. 85 (1977), in which the Supreme Court struck down a ban on “For Sale” yard signs. There, a New Jersey city banned the use of “For Sale” signs to “stem what it perceive[d] as the flight of white homeowners from a racially integrated community.” Id. at 86. The city regulated “For Sale” signs specifically to “prevent its residents from obtaining certain information.” Id. at 96. The Court expressed concern that the city “proscribed particular types of signs based on their content because it fears their ‘primary’ effect that they will cause those receiving the information to act upon it.” Id. at 94. In other words, the city enacted the regulation “because of the topic discussed or the idea or message expressed” by the signs. TikTok, 604 U.S. at 71 (quoting Reed, 576 U.S. at 163). Linmark, like Sorrell, does not apply here because the challenged regulation in Linmark was also designed to suppress disfavored messages. There was no corollary attempt by the City Council to suppress a disfavored message via the FARE Act because the Act makes no effort to curtail brokers’ ability to include any 21 specific content in listings posted online. Nor does the law represent an attempt by the City Council to prevent New York City residents from obtaining or acting upon certain information. Accordingly, the FARE Act is content neutral. We next turn to Plaintiffs’ argument that the law should be subjected to heighted scrutiny because it singles out disfavored speakers – brokers. This argument is also unconvincing. While the Supreme Court has instructed that “[s]peech restrictions based on the identity of the speaker are all too often simply a means to control content,” it does not follow that the FARE Act is presumptively invalid because it only applies to brokers. Citizens United v. Fed. Election Comm'n, 558 U.S. 310, 340 (2010). The Supreme Court has recognized that if a challenged regulation does not aim to “exercis[e] a content preference, speaker distinctions . . . are not presumed invalid under the First Amendment.” Turner Broad. Sys., Inc. v. Fed. Commc’ns Comm’n, 512 U.S. 622, 645 (1994). The City Council’s decision to single out brokers in passing the FARE Act is perfectly sensible as brokers are the only people permitted to offer apartments in New York City and charge a broker fee. Thus, brokers are not disfavored by the law, but rather they are the only relevant ones to whom the law could apply, which, in turn, justifies the effect on the brokers’ speech. Heightened scrutiny may be required when a legislature uses 22 speaker preference to control content or message expressed but, “such scrutiny is unwarranted when the differential treatment is justified by some special characteristic of the particular speaker being regulated,” as is plainly the case here. TikTok, 604 U.S. at 73–74 (citation modified); see also Turner Broad. Sys., Inc., 512 U.S. at 660–61 (“[S]uch heightened scrutiny is unwarranted when the differential treatment is ‘justified by some special characteristic of’ the particular medium being regulated.” (citation omitted)). The FARE Act is therefore not impermissibly speaker-based and, consequently, does not trigger heightened scrutiny. Plaintiffs’ remaining arguments about the prohibition banning lawful transactions and thus impeding debate over central issues of public policy are also unavailing. In making this argument, Plaintiffs attempt to cast the FARE Act as a full advertising ban, similar to the law challenged in 44 Liquormart, Inc. v. Rhode Island, in which the Supreme Court struck down the state’s complete ban on price advertising for alcoholic beverages. 517 U.S. 484 (1996). But as the City correctly asserts, the FARE Act does not bar anyone from giving truthful information. Brokers simply cannot advertise a listing on behalf of a landlord and require a tenant to pay a fee to rent the same apartment. The FARE Act, unlike the law challenged in 44 Liquormart, does not prohibit any “advertisements that provide 23 the public with accurate information.” 517 U.S. at 489. Plaintiffs are free to continue advertising any apartment they would have listed before the enactment of the FARE Act, all that has changed is that Plaintiffs can no longer advertise an apartment on behalf of a landlord and then charge a tenant a fee to rent that apartment. Because the FARE Act restricts only commercial speech and is neither impermissibly content-based nor speaker-based, the intermediate scrutiny test set forth in Central Hudson applies. C. Central Hudson lays out a four-prong test to determine if a challenged law or regulation can survive intermediate scrutiny. Under that test, courts ask whether: “(1) the speech restriction concerns lawful activity; (2) the City's asserted interest is substantial; (3) the prohibition ‘directly advances’ that interest; and (4) the prohibition is no more extensive than necessary to serve that interest.” Vugo, 931 F.3d at 51 (quoting Central Hudson, 447 U.S. at 566). The district court held that the City satisfied each prong and concluded that, as a matter of law, Plaintiffs failed to plausibly allege a First Amendment or Free Speech Clause claim. The Court then granted Defendants’ motion to dismiss these claims. Real Est. Bd., 786 F. Supp. 3d at 811. Again, we agree with the district court’s conclusion. 24  In challenging the district court’s Central Hudson analysis, Plaintiffs argue that the three main interests articulated by the City cannot satisfy intermediate scrutiny. The putative interests articulated by the City in passing the FARE Act are principally: (1) aligning the principal-agent relationship, (2) increasing housing mobility, and (3) promoting the negotiability, fairness, and transparency of broker fees. Plaintiffs admit that “[s]ome of these interests check some of Central Hudson’s boxes” but argue that “none checks them all.” Appellants’ Br. at 31. Plaintiffs then proceed to analyze why each of the Council’s interests, when standing alone, is insufficient to meet the standard required by Central Hudson. Id. at 31-43. However, Plaintiffs’ analysis is flawed because nothing in our First Amendment caselaw requires us to disaggregate the Council’s purported goals in enacting the legislation and examine each independently, rather than analyzing them together. While it is true that the City cannot rely on post hoc rationales for the FARE Act, Cornelio v. Connecticut, 32 F.4th 160, 173 n.5 (2d Cir. 2022), the City is not required to rest its argument on a single rationale. Instead, when conducting our de novo review of the lower court’s opinion, we consider the interrelated justifications proffered by the City to determine whether these interests allow § 20-699.21(a)(2) to survive intermediate scrutiny under Central Hudson. 25  The parties do not dispute that Central Hudson’s first prong, that the speech restriction concerns lawful activity, is satisfied, so our analysis is limited to prongs two through four of the Central Hudson test. We conclude that the City has identified a substantial interest in remediating what it views as market failures caused by brokers’ fees and fashioned, through the FARE Act, a reasonable mechanism to redress those perceived harms. i. “Under the second prong of Central Hudson, the [City] must identify ‘a substantial interest in support of its regulations.’” Alexander v. Cahill, 598 F.3d 79, 90 (2d Cir. 2010) (quoting Florida Bar v. Went For It, Inc., 515 U.S. 618, 624 (1995)) (citation modified). At this step, we must determine whether the City’s asserted goals in passing the FARE Act are “substantial.” See Vugo, 931 F.3d at 51. This prong is met. The City’s putative interests are substantial. According to the City, its core regulatory goal in passing the legislation was to “correct a market failure and reduce punishing upfront costs for tenants seeking apartments.” Appellees’ Br. at 21. The City also intended the law to “accord with the commonsense principle that the party who retains a service provider should be the one who pays them.” Id. at 47. 26  Economic and development-oriented objectives such as promoting the “economic vitality of [a] locality” are substantial interests that constitute acceptable reasons to regulate commercial speech. DoorDash, Inc. v. City of New York, 789 F. Supp. 3d 337, 356 (S.D.N.Y 2025) (quoting Edwards v. District of Columbia, 755 F.3d 996, 1002 (D.C. Cir. 2014)) (citation modified). The economic vitality of a city or locality rests in no small part on the health of its housing market. The City has attested to the harm that brokers’ fees cause in New York City’s rental market, explaining that they “increase the ‘upfront costs[s]’ tenants incur when renting an apartment, which ‘impede mobility, contribute to lower housing vacancy rates, and potentially trap households in apartments that no longer meet their needs.’” Real Est. Bd., 786 F. Supp. 3d at 808 (citation omitted). Addressing these market failures advances a substantial interest, but intermediate scrutiny also requires that the City demonstrate the harms it recites are “genuine and not merely post-hoc rationalizations.” Safelite Grp., Inc. v. Jepsen, 764 F.3d 258, 265 (2d Cir. 2014). Plaintiffs posit that the City Council’s purported goal of “housing mobility” is such a post-hoc rationalization. Appellants’ Br. at 38. In support of this argument, Plaintiffs rely on language from a Committee Report issued by the City Council’s Committee on Consumer and Worker 27 Protection in advance of a vote on the FARE Act that concedes the Act “is not an attempt to solve the affordability crisis in the city,” but is meant “to properly align the principal-agent relationship in the rental market to ensure that the principal pays the agent for services rendered, not a third party.” Jt. App’x at 676. But the record,