PALMER, J.
The plaintiff, Bridgeport Harbour Place I, LLC, brought this action against the defendants, Joseph P. Ganim, the city of Bridgeport (city), Alfred Lenoci, Sr., Alfred Lenoci, Jr., United Properties, Ltd., Eight Hundred Fifteen Lafayette Centre, LLC, United Investments, LLC, United Environmental Redevelopment, LLC, Crescent Avenue Development Company, LLC, Charles J. Willinger, Jr., Willinger, Willinger and Bucci, P.C., Joseph T. Kasper, Jr., Kasper Group, Inc., and Michael Schinella,
The following relevant procedural and factual background is set forth in the opinion of the Appellate Court. "In May, 1997, the city . . . requested proposals for the site development of a section of waterfront
"According to the plaintiff, it was prevented from completing the development activities specified in the contract by the unlawful conduct of the defendants. Specifically, the plaintiff alleged that the city's mayor, Ganim, engaged in a contract steering scheme in which his coconspirators, Leonard Grimaldi and Paul Pinto, demanded bribes and kickbacks from businesses seeking city contracts and then divided the proceeds of those illegal payments with Ganim. After the contract had been awarded to the plaintiff, the plaintiff refused to participate in the scheme. Thereafter, Ganim and the other defendants allegedly conspired to deprive the plaintiff of its development rights, through corrupt and illegal means, for their own benefit. Because of the unreasonable delays, conditions and demands imposed on the plaintiff, its three financial partners withdrew from the project, and the plaintiff was unable to fulfill its contractual obligations. From the date it was chosen until it was discharged in March, 2001, the plaintiff had expended millions of dollars in its attempt to complete the project.
"The plaintiff filed a one count complaint on October 19, 2004, claiming that the defendants [had] violated the [antitrust act] by engaging in an illegal conspiracy in restraint of trade. [The plaintiff] sought treble damages pursuant to General Statutes § 35-35.
"The plaintiff timely filed an amended complaint. See Practice Book § 10-44. The amended complaint added one paragraph, alleging, in part, that `[t]he defendants' conduct had an actual adverse effect on competition as a whole in the relevant market of undertaking and completing commercial development in the [c]ity . . . in a timely, cost efficient manner.'
"Six of the defendants filed motions to strike the plaintiff's amended complaint, claiming that the plaintiff [had] failed to allege any additional facts that could constitute a cognizable antitrust claim. The court, Stevens, J., heard argument and issued its decision on March 5, 2007, granting the motions of those defendants. In its decision, the court concluded that the allegations in the added paragraph contained only legal or conclusory claims and did not provide a factual basis for an antitrust violation. Further, the court stated that, even if it is assumed that the relevant market was as alleged in the added paragraph, the plaintiff nevertheless failed to allege any facts of a specific nature that demonstrated that the defendants' conduct had an adverse effect on competition in that market. The court noted: `When taken as true, the facts set forth in the . . . amended complaint establish that the plaintiff lost its ability to develop a single property, Steel Point, due to the improper conduct of the various defendants. The plaintiff has not alleged any particular facts, however, that would indicate that this action prevented other competitors from developing Steel Point or other properties in [the city] under government contracts with the city . . . or otherwise hindered competitors in such pursuits.'
"Subsequently, the [remaining] defendants filed motions to strike the amended complaint on identical grounds. The court granted the motions and . . . rendered judgment in favor of all of the defendants." Bridgeport Harbour Place I, LLC v. Ganim, supra, 111 Conn.App. at 200-203, 958 A.2d 210.
The plaintiff appealed to the Appellate Court from the judgment of the trial court, claiming, inter alia, that the trial court improperly had determined that the amended complaint failed to allege an antitrust injury. Specifically, the plaintiff contended that the allegations in the amended complaint "that the defendants conspired to exclude competition in connection with eight different city projects through commercial bribery and other unlawful acts were sufficient to support the legal conclusion that the defendants engaged in anticompetitive behavior in commercial development in [the city]." Id., at 207, 958 A.2d 210. The Appellate Court disagreed, concluding that the amended complaint was "devoid of factual allegations that would support the legal conclusion that the defendants' conduct had an adverse effect on competition as a whole in the relevant market. The plaintiff [did] not allege how the challenged actions decreased competition among developers or how the alleged payback scheme actually affected the marketplace, which allegations are necessary to support a . . . violation [of § 35-26] under a rule of reason analysis. The plaintiff appears to claim that the very fact that the defendants allegedly required anyone who wanted a city contract in [the city] to pay bribes, i.e., they had to `pay to play,' automatically results in an anticompetitive effect on the market. The plaintiff can cite no case law in support of such a position." Id., at 208, 958 A.2d 210. The Appellate Court also noted that "the case law suggest[ed] otherwise." Id. In reaching its conclusion, the court relied on three cases, namely, Expert Masonry, Inc. v. Boone County, 440 F.3d 336, 348 (6th Cir. 2006), Comet Mechanical Contractors, Inc. v. E. A. Cowen Construction, Inc., 609 F.2d 404, 406 (10th Cir.1980), and Federal Paper Board Co. v. Amata, 693 F.Supp. 1376, 1383 (D.Conn.1988), that had held that commercial bribery, standing alone, does not constitute anticompetitive behavior under federal antitrust law.
The following legal principles guide our analysis. "A motion to strike challenges the legal sufficiency of a pleading . . . and, consequently, requires no factual findings by the trial court. As a result, our review of the court's ruling is plenary. . . . We take the facts to be those alleged in the complaint that has been stricken and we construe the complaint in the manner most favorable to sustaining its legal sufficiency. . . . Thus, [i]f facts provable in the complaint would support a cause of action, the motion to strike must be denied." (Citations omitted; internal quotation marks omitted.) Vacco v. Microsoft Corp., 260 Conn. 59, 64-65, 793 A.2d 1048 (2002). "A motion to strike is properly granted if the complaint alleges mere conclusions of law that are unsupported by the facts alleged." (Internal quotation marks omitted.) Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498, 815 A.2d 1188 (2003).
Furthermore, General Statutes § 35-44b provides that, in construing the antitrust act, "the courts of this state shall be guided by interpretations given by the federal courts to federal antitrust statutes."
"Section 35-26 is substantially identical to § 1 of the Sherman Act; 15 U.S.C. § 1 [2006];
"A violation of [§] 1 [of the Sherman Act] generally requires a combination or other form of concerted action between two legally distinct entities resulting in an unreasonable restraint on trade. . . . If a restraint alleged is among that small class of actions that courts have deemed to have such predictable and pernicious anticompetitive effect, and such limited potential for procompetitive benefit, it will be unreasonable per se. . . . Most antitrust claims, however, [like those asserted in the present case] are analyzed under a rule of reason analysis which seeks to determine if the alleged restraint is unreasonable because its anticompetitive effects outweigh its procompetitive effects." (Citations omitted; internal quotation marks omitted.) E & L Consulting, Ltd. v. Doman Industries Ltd., 472 F.3d 23, 29 (2d Cir. 2006), cert. denied, 552 U.S. 816, 128 S.Ct. 97, 169 L.Ed.2d 22 (2007).
In order to establish an anticompetitive effect sufficient to avoid dismissal of a complaint for failure to state a claim, it is not enough to allege an injury to a competitor. See Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477,
Upon review of the plaintiff's amended complaint, we conclude that the Appellate Court properly upheld the trial court's decision to grant the defendants' motions to strike because the complaint is devoid of facts demonstrating that the defendants' alleged bribery scheme actually had an adverse effect on competition. Almost every paragraph of the thirty-three page amended complaint focuses on the various ways in which the defendants' conduct injured the plaintiff individually by preventing it from completing the Steel Point project.
As the Appellate Court noted, moreover, even if the plaintiff adequately alleged in its amended complaint an anticompetitive impact on the market, federal courts have concluded that commercial bribery does not constitute a restraint of trade within the meaning of the Sherman Act. See Bridgeport Harbour Place I, LLC v. Ganim, supra, 111 Conn.App. at 208, 958 A.2d 210. We are aware of no case in which governmental corruption was found to fall within the purview of federal antitrust law.
Recently, in Coll v. First American Title Ins. Co., 642 F.3d 876 (10th Cir.2011), the Tenth Circuit Court of Appeals engaged in a comprehensive review of the governing case law in explaining
"Notwithstanding this deceptive and unethical business conduct, the [c]ourt held that the Sherman Act did not apply to proscribe it. See [id., at 140-41, 81 S.Ct. 523]. [The court in Noerr stated that] [i]nsofar as [the Sherman] Act sets up a code of ethics at all, it is a code that condemns trade restraints, not political activity, and . . . a publicity campaign to influence governmental action falls clearly into the category of political activity. The proscriptions of the [Sherman] Act, tailored as they are for the business world, are not at all appropriate for application in the political arena. [Id.]
"In conclusion, [the court in] Noerr noted that the fight between the railroads and the truckers appears to have been conducted along lines normally accepted in our political system, except to the extent that each group has deliberately deceived the public and public officials. And that deception, reprehensible as it is, can be of no consequence so far as the Sherman Act is concerned. [Id., at 144-45].
"More recently, the [United States] Supreme Court, relying on its reasoning in Noerr, held that the Sherman Act did not proscribe private citizens' conduct undertaken to influence government action, even if that conduct involved conspiracy or bribery. In [Columbia v. Omni Outdoor Advertising, Inc., supra, 499 U.S. at 365, 111 S.Ct. 1344], a jury found that a billboard company conspired with city officials to obtain legislation that protected the billboard company's monopolization of the billboard market within the city [of Columbia, South Carolina] and that restrained the business of a competitor billboard company. See [id., at 368-69, 111 S.Ct. 1344]. Nevertheless, the . . . [c]ourt held that the Sherman Act did not apply to such conduct,
"[Columbia] went further, rejecting exceptions to Parker and Noerr immunity even for conspiracies involving corruption. See [id., at 376-79, 111 S.Ct. 1344]. A conspiracy exception narrowed along such vague lines is similarly impractical. Few governmental actions are immune from the charge that they are not in the public interest or in some sense corrupt. . . . The fact is that virtually all regulation benefits some segments of . . . society and harms others; and that it is not universally considered contrary to public good if the net economic loss to the losers exceeds the net economic gain to the winners. [Id., at 377, 111 S.Ct. 1344]. . . .
"[To] carve out a special exclusion to [the] Noerr-Pennington
As the foregoing case law makes clear, the plaintiff's allegation that the defendants took bribes and kickbacks in exchange for steering public contracts does not state a cognizable antitrust claim.
The judgment of the Appellate Court is affirmed.
In this opinion the other justices concurred.
"46. In April of 1999, less than one month after the known extension of the development agreement with the plaintiff, Pinto and the defendants Lenoci Sr., Lenoci Jr., and Ganim agreed to select and cause other officials and employees to sabotage the [plaintiff's] plan to develop the Steel Point site, in direct derogation of the [plaintiff's] rights under the development agreement."
"51. The defendant . . . Willinger intentionally. . . and in bad faith inserted commercially unreasonable terms and conditions into the [Steel Point] agreement, intentionally delayed the completion of the agreements, participated in a scheme to steer [c]ity contracts on the project to entities who would pay fees to [the] conspirators, and who would act to further delay and interpose unfair development conditions [on] the Steel Point project."
"53. From May of 1999 through January of 2000, while the plaintiff was attempting in good faith to complete the transaction, [certain of the defendants] were engaged in a conspiracy in restraint of trade or commerce to deprive the plaintiff of its rights."
"56. Unaware of the fact that the mayor [Ganim] . . . had entered into a corrupt agreement to block and [to] interfere with [the plaintiff's] contractual rights, the plaintiff continued to try to complete the Steel Point [p]roject, spending large sums of money on all of the various components of the project. . . ."
"65. The defendants . . . Lenoci Sr. . . . Lenoci [Jr.], Michael Schinella, and the related Lenoci [c]orporations . . . engaged in an illegal conspiracy in restraint of trade in one or more of the following ways:
* * *
"d) by engaging in a myriad of illegal schemes to enrich the mayor [Ganim] and other [city] officials . . . in order to obtain the cooperation of those officials in frustrating the development attempts of the [p]laintiff, [and]
"e) by providing the chief elected official of the [c]ity . . . with items of value in order to secure his cooperation in frustrating the development attempts of the plaintiff."
"67. The defendant[s] . . . Kasper and Kasper Group [Inc.] engaged in a conspiracy in restraint of trade in one or more of the following ways
"a) by attempting to insert the Lenoci defendants into the Steel Point project;
"b) by paying bribes to the mayor [Ganim]. . .
"c) by conspiring with the Lenocis and the Lenoci controlled entities to steal the [plaintiff's] development project
"d) by deceiving the plaintiff and hiding from the plaintiff the illegal conspiracy [and]
"e) by paying sums of money to other conspirators in support of the conspiracy. . . ."
Paragraph thirty-three of the amended complaint provides in relevant part: "Unlike other businesses in the [c]ity . . . the plaintiff refused to pay . . . or associate itself with the members of the conspiracy, in order to complete [the Steel Point] development project. As a result, the [d]efendant . . . Ganim, through the members of his administration, paid consultants . . . Willinger and the Willinger firm prevented [the] [p]laintiff from completing the [Steel Point] transaction."
Paragraph thirty-six provides in relevant part: "During the period of the plaintiff's development of Steel Point, the defendant Willinger represented the defendants Lenoci Sr., Lenoci Jr., and their related companies, and Pinto, Grimaldi, Kasper and related companies, and Ganim . . . received from the defendants [money] extorted from persons seeking to do business with the [c]ity. . . ."