american needle national football league et argued january decided may respondent national football league nfl unincorporated association separately owned professional football teams also respondents teams owns name colors logo trademarks related intellectual property formed respondent national football league properties nflp develop license market property first nflp granted nonexclusive licenses petitioner vendors manufacture sell apparel december however teams authorized nflp grant exclusive licenses nflp granted exclusive license respondent reebok international produce sell trademarked headwear teams petitioner license renewed filed action alleging agreements respondents violated sherman act makes contract combination conspiracy restraint trade illegal respondents answered incapable conspiring within meaning nfl teams antitrust law jargon single entity respect conduct challenged district granted respondents summary judgment seventh circuit affirmed held alleged conduct related licensing intellectual property constitutes concerted action categorically beyond coverage pp meaning contract combination conspiracy sherman act informed act distinction concerted independent action copperweld independence tube section treat concerted behavior strictly unilateral behavior unlike independent action oncerted activity inherently fraught anticompetitive risk insofar deprives marketplace independent centers decisionmaking competition assumes demands concerted action discrete distinct limit activity leaves untouched vast amount business conduct creates less risk deterring firm necessary conduct leaves courts examine discrete agreements arrangement must therefore embody concerted action order contract combination conspiracy pp determining whether concerted action eschewed formalistic distinctions whether alleged conspirators legally distinct entities favor functional consideration actually operate repeatedly found instances members legally single entity violated entity controlled group competitors served essence vehicle ongoing concerted activity see sealy conversely found although entities may separate purposes incorporation formal title controlled single center decisionmaking control single aggregation economic power agreement constitute contract combination conspiracy copperweld pp relevant inquiry therefore one substance form turn whether alleged parties contract combination conspiracy part legally single entity seem like one firm multiple firms metaphysical sense inquiry whether agreement question joins together separate economic actors pursuing separate economic interests copperweld deprives marketplace independent centers decisionmaking therefore diversity entrepreneurial interests thus actual potential competition concerted action covered must decide whether restraint trade unreasonable therefore illegal pp nfl teams possess either unitary decisionmaking quality single aggregation economic power characteristic independent action substantial independently owned independently managed business whose general corporate actions guided determined separate corporate consciousnesses whose objectives common copperweld compete one another playing field attract fans gate receipts contracts managerial playing personnel see brown pro football directly relevant teams potentially competing suppliers market intellectual property teams license property pursuing common interests whole league instead interests corporation copperweld dispositive respondents argue forming nflp formed single entity akin merger market nfl brands single outlet although nfl respondents may similar sense single enterprise similar relevant functional sense teams common interests promoting nfl brand still separate entities interests licensing team trademarks necessarily aligned matter teams may find alleged cooperation necessary compete forms entertainment although decisions made nflp easily classified concerted activity nflp decisions licensing teams separately owned intellectual property concerted activity thus covered reason decisions made directly teams covered making relevant licensing decisions nflp instrumentality teams sealy pp football teams need cooperate trapped antitrust law fact nfl teams share interest making entire league successful profitable must cooperate produce games provides perfectly sensible justification making host collective decisions restraints competition necessary produce nfl product rule reason generally apply teams cooperation likely permissible depending upon activity question rule reason times applied without detailed analysis activity issue case still concerted activity covered purposes pp reversed remanded stevens delivered opinion unanimous american needle petitioner national football league et al writ certiorari appeals seventh circuit may justice stevens delivered opinion every contract combination form trust otherwise conspiracy restraint trade made illegal sherman act ch stat amended question whether arrangement contract combination conspiracy different antecedent question whether unreasonably restrains trade case raises antecedent question business teams national football league nfl corporate entity formed manage intellectual property conclude nfl licensing activities constitute concerted action categorically beyond coverage legality concerted action must judged rule reason originally organized nfl unincorporated association includes separately owned professional football team name colors logo owns related intellectual property like teams league new orleans saints indianapolis colts example distinctive names colors marks well known millions sports fans prior teams made arrangements licensing intellectual property marketing trademarked items caps jerseys teams formed national football league properties nflp develop license market intellectual property substantial revenues generated nflp either given charity shared equally among teams however teams able times sought withdraw arrangement nflp granted nonexclusive licenses number vendors permitting manufacture sell apparel bearing team insignias petitioner american needle one licensees december teams voted authorize nflp grant exclusive licenses nflp granted reebok international exclusive license manufacture sell trademarked headwear teams thereafter declined renew american needle nonexclusive license american needle filed action northern district illinois alleging agreements nfl teams nflp reebok violated sherman act answer complaint defendants averred teams nfl nflp incapable conspiring within meaning single economic enterprise least respect conduct challenged app limited discovery district granted summary judgment question whether regard facet operations respecting exploitation intellectual property rights nfl teams jargon antitrust law acting single entity american needle new orleans la saints supp concluded facet operations integrated operations deemed single entity rather joint ventures cooperating common purpose ibid appeals seventh circuit affirmed panel observed contexts league seems aptly described single entity immune antitrust scrutiny others league appears joint venture independently owned teams subject review relying circuit precedent limited inquiry particular conduct issue licensing teams intellectual property panel agreed petitioner making determination courts must examine whether conduct question deprives marketplace independent sources economic control competition assumes however discounted significance potential competition among teams regarding use intellectual property teams function one source economic power collectively producing nfl football noted football carried jointly see ibid asserting single football team produce football game zen riddle wins football team plays moreover nfl teams share vital economic interest collectively promoting nfl football compet forms entertainment ibid thus follows found one source economic power controls promotion nfl football makes little sense assert individual team authority responsibility promote jointly produced nfl football ibid recognizing nfl teams license intellectual property collectively since held apply granted certiorari ii case comes us narrow issue decide whether nfl respondents capable engaging contract combination conspiracy defined sherman act sometimes phrased whether alleged activity nfl respondents must viewed single enterprise purposes copperweld independence tube taken literally applicability every contract combination conspiracy understood cover every conceivable agreement whether group competing firms fixing prices single firm chief executive telling subordinate price company product even though read literally address entire body private contract statute means national soc professional engineers see also texaco dagher taken literal approach language cf board trade chicago reasoning term restraint trade possibly refer restraint competition agreement concerning trade every regulation trade restrains bind restrain essence every instance cooperation two people potential contract combination conspiracy restraint trade meaning term contract combination conspiracy informed sherman act concerted independent distinguishes sherman act copperweld quoting monsanto service section applies concerted action restrains trade section contrast covers concerted independent action action monopolize threatens actual monopolization copperweld category narrower restraint trade monopoly power may equally harmful whether product joint action individual action congress used distinction concerted independent action deter anticompetitive conduct compensate victims without chilling vigorous competition ordinary business operations distinction also avoids judicial scrutiny routine internal business decisions thus congress treated concerted behavior strictly unilateral behavior unlike independent action oncerted activity inherently fraught anticompetitive risk insofar deprives marketplace independent centers decisionmaking competition assumes demands concerted action discrete distinct limit activity leaves untouched vast amount business conduct result less risk deterring firm necessary conduct courts need examine discrete agreements conduct may remedied simply see areeda hovenkamp concerted activity thus judged sternly unilateral activity copperweld reasons prohibits concerted action restraint trade commerce even action threate monopolization ibid therefore arrangement must embody concerted action order contract combination conspiracy iii long held concerted action turn simply whether parties involved legally distinct entities instead eschewed formalistic distinctions favor functional consideration parties involved alleged anticompetitive conduct actually operate result repeatedly found instances members legally single entity violated entity controlled group competitors served essence vehicle ongoing concerted activity sealy example group mattress manufacturers operated controlled sealy company licensed sealy trademark manufacturers dictated operate within specific geographic area government alleged licensees sealy conspiring violation agreed explained seek central substance situation therefore moved identity persons act rather label hats thus held sealy separate entity instrumentality individual manufacturers similar circumstances found formally distinct business organizations covered see northwest wholesale stationers pacific stationery printing national collegiate athletic assn board regents univ ncaa topco associates associated press frankfurter concurring terminal railroad assn louis see also rock corporate law antitrust lens colum rev discussing cases similarly looked past form legally single entity competitors part professional trade conversely necessarily concerted action simply one legally distinct entity involved although doctrine known intraenterprise conspiracy doctrine treated cooperation legally separate entities necessarily covered embark functional analysis roots functional analysis found decision established intraenterprise conspiracy doctrine yellow cab observed corporate interrelationships determinitive applicability sherman act act aimed substance rather form nonetheless held cooperation legally separate entities necessarily covered unreasonable restraint trade may result readily conspiracy among affiliated integrated common ownership conspiracy among otherwise independent ibid see also joseph seagram sons decline intraenterprise conspiracy doctrine began sunkist growers winckler smith citrus products case several agricultural cooperatives owned farmers sued violations sherman act applying specific immunity provision agricultural cooperatives held three cooperatives practical effect one organization even though controlling farmers formally organized three separate legal entities hold otherwise explained impose grave legal consequences upon organizational distinctions de minimis meaning effect insofar use separate corporations economic significance ibid next citizens southern nat bank large bank citizens southern formed holding company operated de facto suburban branch banks atlanta area ownership maximum amount stock local branch allowed law ownership much remaining stock parties friendly use suburban banks logogram banking services close oversight operation governance suburban banks omitted government challenged cooperation banks analysis observed interrelationships determinative looked economic substance observed sponsored banks set competitors compel compete areeda hovenkamp see also citizens southern areeda intraenterprise conspiracy decline harv rev finally reexamined intraenterprise conspiracy doctrine copperweld independence tube concluded inconsistent distinction concerted independent action considering perfectly plain internal agreement implement single unitary firm policies raise antitrust dangers designed police held parent corporation wholly owned subsidiary incapable conspiring purposes sherman act explained although parent corporation wholly owned subsidiary separate purposes incorporation formal title controlled single center decisionmaking control single aggregation economic power joint conduct two entities depriv marketplace independent centers decisionmaking result agreement constitute contract combination conspiracy purposes iv copperweld exemplifies substance form determine whether entity capable conspiring inquiry sometimes described asking whether alleged conspirators single entity perhaps misdescription however question whether defendant legally single entity single name question whether parties involved seem like one firm multiple firms metaphysical sense key whether alleged contract combination conspiracy concerted action whether joins together separate decisionmakers relevant inquiry therefore whether contract combination conspiracy amongst separate economic actors pursuing separate economic interests agreement deprives marketplace independent centers decisionmaking therefore diversity entrepreneurial interests fraser major league soccer boudin thus actual potential competition see freeman san diego assn realtors kozinski rothery storage van atlas van line cadc bork see also areeda hovenkamp noting central evil addressed sherman act elimin ation competition otherwise exist thus president vice president firm regularly act combination joint action generally sort combination intended cover agreements might described really unilateral behavior flowing decisions single enterprise copperweld reason cover internally coordinated conduct corporation one unincorporated divisions division within corporate structure pursues common interests whole therefore coordination corporation division represent sudden joining two independent sources economic power previously pursuing separate interests reasons coordinated activity parent wholly owned subsidiary covered see complete unity interest thus ith without formal subsidiary acts benefit parent sole shareholder ibid inquiry one competitive reality determinative two parties alleged violation legally distinct entities however determinative two legally distinct entities organized single umbrella structured joint venture question whether agreement joins together independent centers decisionmaking entities capable conspiring must decide whether restraint trade unreasonable therefore illegal one nfl teams possess either unitary decisionmaking quality single aggregation economic power characteristic independent action teams substantial independently owned independently managed business heir general corporate actions guided determined separate corporate consciousnesses heir objectives common copperweld see also north american soccer league nfl discussing ways financial performance team related others necessarily rise fall others teams compete one another playing field attract fans gate receipts contracts managerial playing personnel see brown pro football sullivan nfl grizzlies nfl cf ncaa directly relevant case teams compete market intellectual property firm making hats saints colts two potentially competing suppliers valuable trademarks nfl team licenses intellectual property pursuing common interests whole league instead pursuing interests corporation copperweld teams acting separate economic actors pursuing separate economic interests team therefore potential independent cente decisionmaking decisions nfl teams license separately owned trademarks collectively one vendor decisions depriv marketplace independent centers decisionmaking therefore actual potential competition see ncaa observing possible violation two separately owned companies sold separate products single selling agent cf areeda hovenkamp obviously significant competitive threats arise joint venture participants actual potential competitors defense respondents argue forming nflp formed single entity akin merger market nfl brands single outlet dispositive teams organized legally separate entity centralizes management intellectual property ongoing violation evade scrutiny simply giving ongoing violation name label perhaps every agreement combination restraint trade labeled timken roller bearing nfl respondents may similar sense single enterprise owns several pieces intellectual property licenses jointly similar relevant functional sense although nfl teams common interests promoting nfl brand still separate entities interests licensing team trademarks necessarily aligned see generally hovenkamp exclusive joint ventures antitrust policy colum bus rev shishido conflicts interest fiduciary duties operation joint venture hastings common interests nfl brand partially unit economic interests parent firms broadley joint ventures antitrust policy harv rev emphasis added teams still distinct potentially competing interests may respondents argue nflp served driver teams promotional vehicle ing common interests whole brief nfl respondents quoting copperweld brackets original illegal restraints often common interests parties restraint expense parties true respondents describe time marketed trademarks jointly history concerted activity immunize conduct scrutiny absence actual competition may simply manifestation anticompetitive agreement freeman respondents argue nonetheless appeals held constitute single entity without cooperation nfl football true clubs make professional sports league completely independent economic competitors depend upon degree cooperation economic survival brown appeals reasoning unpersuasive justification cooperation relevant whether cooperation concerted independent contract combination conspiracy necessary useful joint venture still contract combination conspiracy deprives marketplace independent centers decisionmaking copperweld see ncaa oint ventures immunity antitrust laws joint venture involves multiple sources economic power cooperating produce product many ventures participation others necessary mean necessity cooperation transforms concerted action independent action nut bolt operate together agreement nut bolt manufacturers still subject analysis mean group firms agree produce joint product cooperation amongst firms must treated independent conduct mere fact teams operate jointly sense mean question whether nflp decisions constitute concerted activity covered closer whether decisions made directly teams covered nflp separate corporation management record indicates revenues generated nflp shared teams equal basis nevertheless think clear reasons teams conduct covered nflp actions also subject least regards marketing property owned separate teams nflp licensing decisions made potential competitors actually owns share jointly managed assets cf sealy apart agreement cooperate exploiting assets including decisions nflp nothing prevent teams making market decisions relating purchases apparel headwear sale items granting licenses use trademarks generally treat agreements within single firm independent action presumption components firm act maximize firm profits rare cases presumption hold agreements made within firm constitute concerted action covered parties agreement act interests separate firm intrafirm agreements may simply formalistic shell ongoing concerted action see topco associates sealy reason decisions nflp regarding teams separately owned intellectual property constitute concerted action teams operating independently vehicle nflp like components single firm act maximize firm profits teams remain separately controlled potential competitors economic interests distinct nflp financial see generally hovenkamp colum bus unlike typical decisions corporate shareholders nflp licensing decisions effectively require assent mere majority shareholders team decision reflects interest nflp profits also interest team individual profits see generally shusido hastings teams capture individual economic benefits separate apart nflp profits result decisions make nflp nflp decisions thus affect team profits licensing intellectual property although business interests teams often coincide nflp entity commonality interest exists every cartel los angeles memorial coliseum nfl emphasis added making relevant licensing decisions nflp therefore instrumentality teams sealy see also topco associates fact potential competitors shared profits losses venture meant venture immune cartel evade antitrust law simply creating venture serve exclusive seller competing products major league baseball properties salvino sotomayor concurring judgment long agreement one made cartelists sitting board joint venture explicitly listed prices charged companies act monopolies venture ibid indeed joint venture single management structure generally better way operate cartel decreases risks party illegal agreement defecting agreement however competitors simply get around antitrust liability acting intermediary venture vi football teams need cooperate trapped antitrust law special characteristics industry may provide justification many kinds agreements brown stevens dissenting fact nfl teams share interest making entire league successful profitable must cooperate production scheduling games provides perfectly sensible justification making host collective decisions conduct issue case still concerted activity sherman act subject analysis restraints competition essential product available per se rules illegality inapplicable instead restraint must judged according flexible rule ncaa see decision apply per se rule case rests large part recognition certain degree cooperation necessary type competition petitioner member institutions seek market preserved see also dagher instances agreement likely survive rule reason see broadcast music columbia broadcasting system joint ventures cooperative arrangements also usually unlawful agreement necessary market product depending upon concerted activity question rule reason may require detailed analysis sometimes applied twinkling eye ncaa features nfl may also save agreements amongst teams recognized example interest maintaining competitive balance among athletic teams legitimate important ncaa interest applies teams nfl justify treating single entity purposes comes marketing teams individually owned intellectual property however unquestionably interest may well justify variety collective decisions made teams role properly plays applying rule reason allegations case matter considered remand accordingly judgment appeals reversed case remanded proceedings consistent opinion ordered footnotes nfl founded canton ohio american professional football association football league national football league took current name ibid franchises failed first years league existence ibid congress prohibited independent action merely restrains trade even threaten monopolization prohibition deter perfectly competitive conduct firms fearful litigation costs judicial error see copperweld judging unilateral conduct manner reduces risk antitrust laws dampen competitive zeal single aggressive competitor cf gypsum alutary procompetitive conduct might shunned businessmen chose excessively cautious face uncertainty moreover every unilateral action restrained trade subject antitrust scrutiny courts forced judge almost every internal business decision see areeda hovenkamp antitrust law ed hereinafter areeda hovenkamp unilateral behavior often difficult evaluate remedy see ftc indiana federation dentists arizona maricopa county medical national soc professional engineers goldfarb virginia state bar see allied tube conduit indian head radiant burners peoples gas light coke per curiam fashion originators guild america ftc focus substance form copperweld also seen cases whether company agent capable conspiring see simpson union oil see also elhauge geradin global antitrust law economics hereinafter elhauge geradin explaining functional difference simpson general elec treated similar agreement beyond reach discussed infra necessity cooperation factor relevant whether agreement subject rule reason see ncaa holding ncaa restrictions televising college football games subject rule reason analysis critical reason horizontal restraints competition essential product available event simply apparent alleged conduct necessary although two teams needed play football game aspects elaborate interleague cooperation necessary produce game moreover even leaguewide agreements necessary produce football follow concerted activity marketing intellectual property necessary produce football appeals carved zone antitrust immunity conduct arguably related league operations reasoning coordinated team trademark sales necessary produce nfl football single nfl brand competes forms entertainment defining product nfl football puts cart horse course nfl produces nfl football mean cooperation amongst nfl teams immune scrutiny members cartel insist cooperation necessary produce cartel product compete products see areeda hovenkamp elhauge geradin see also capital imaging assoc mohawk valley medical bolt halifax hospital medical center oksanen page memorial hospital motive parts warehouse facet enterprises victorian house fisher camuto weiss york hospital purposes resolving case need pass upon government position entities incapable conspiring effectively merged relevant aspect operations thereby eliminating actual potential competition operational sphere challenged restraint significantly affect actual potential competition outside merged operations brief amicus curiae government urges choices offer blanket license single headwear licensee might constitute concerted action test however teams still trademarks free market trademarks see fit even two choices agreements amongst potential competitors constitute concerted action government standard point teams decide license trademarks significant moreover teams control nflp two choices government might treat independent action although nominally made nflp functional purposes choices made entities potentially competing interests justice brandeis provided classic formulation rule reason board trade chicago true test legality whether restraint imposed merely regulates perhaps thereby promotes competition whether may suppress even destroy competition determine question must ordinarily consider facts peculiar business restraint applied condition restraint imposed nature restraint effect actual probable history restraint evil believed exist reason adopting particular remedy purpose end sought attained relevant facts good intention save otherwise objectionable regulation reverse knowledge intent may help interpret facts predict consequences see also leegin creative leather products psks national soc professional engineers