In Re American Express Anti-Steering Rules Antitrust Litigation, 19 F.4th 127

Background

Plaintiffs are a putative class of commercial merchants who do not accept American Express (Amex) cards and sued Amex alleging its Anti‑Steering Rules raised merchant fees marketwide via an "umbrella" effect.
Amex’s Anti‑Steering Rules contractually restrict merchants from steering customers away from Amex, which plaintiffs say insulated competing networks from price competition.
District court compelled arbitration for merchants who accept Amex and dismissed the Non‑Amex Class claims under Rule 12(b)(6) for lack of antitrust standing, applying the AGC "efficient‑enforcer" factors.
On appeal, plaintiffs argued the umbrella theory and the AGC factors supported antitrust standing; Amex argued plaintiffs were indirect, speculative victims and not efficient enforcers.
The Second Circuit affirmed: applying proximate‑cause/first‑step analysis under AGC, the court held plaintiffs’ injuries were derivative (occurred when other networks later raised fees), so plaintiffs lacked antitrust standing.
The court also affirmed dismissal of California claims (Cartwright Act and UCL), concluding California proximate‑cause/standing principles lead to the same result.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether non‑Amex merchants have antitrust standing under the Clayton Act (efficient‑enforcer test)	Appellants: Amex’s Anti‑Steering Rules created an umbrella causing other networks to raise fees, so appellants suffered antitrust injury and are efficient enforcers	Amex: Appellants’ alleged harm is indirect, speculative, and others (directly harmed merchants) are better enforcers	Held: No standing — efficient‑enforcer factors show appellants are not efficient enforcers; dismissal affirmed
Whether the umbrella theory establishes proximate cause / "first‑step" injury	Appellants: Umbrella effect makes their injuries directly traceable to Amex’s rules	Amex: Any injury occurred at a later step when other networks raised fees, so injury is remote	Held: Injury is remote (not first step); proximate cause lacking
Whether damages are too speculative to support standing (third AGC factor)	Appellants: Market dynamics and prior findings make damages foreseeable and calculable	Amex: Damages rely on speculative inferences about rival pricing responses	Held: Third factor close but outweighed by directness and other factors; does not confer standing
Whether California antitrust and UCL claims survive despite federal dismissal	Appellants: State claims can proceed independently	Amex: California proximate‑cause/standing principles likewise bar remote/derivative claims	Held: California claims dismissed for same proximate‑cause/standing reasons; UCL claim also fails as predicated on antitrust violation

Key Cases Cited

Associated Gen. Contractors of Cal. v. California State Council of Carpenters, 459 U.S. 519 (1983) (establishes "efficient‑enforcer" factors and first‑step/proximate‑cause framework)
Ohio v. American Express Co., 138 S. Ct. 2274 (2018) (explains two‑sided market economics of card networks)
Holmes v. Securities Investor Protection Corp., 503 U.S. 258 (1992) (proximate cause limits recovery for remote harms)
Bank of Am. Corp. v. City of Miami, 137 S. Ct. 1296 (2017) (direct‑relation / first‑step principle cited for proximate cause)
Lexmark Int'l v. Static Control Components, 572 U.S. 118 (2014) (standing analysis and limits tied to proximate cause)
Paycom Billing Servs. v. MasterCard Int'l, Inc., 467 F.3d 283 (2d Cir. 2006) (merchant plaintiff lacked standing where injury was derivative)
Gatt Commc'ns, Inc. v. PMC Assocs., L.L.C., 711 F.3d 68 (2d Cir. 2013) (derivative/indirect injury insufficient for antitrust standing)
IQ Dental Supply, Inc. v. Henry Schein, Inc., 924 F.3d 57 (2d Cir. 2019) (applies AGC factors; remote/derivative harms undermine standing)
Lotes Co. v. Hon Hai Precision Indus. Co., 753 F.3d 395 (2d Cir. 2014) (proximate‑cause principles govern antitrust standing)