Goldfinch Laboratory, P.C. v. Iowa Pathology Associates, P.C.; Regional Laboratory Consultants, P.C.

United States Court of Appeals
For the Eighth Circuit
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No. 25-1056
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Goldfinch Laboratory, P.C.
lllllllllllllllllllllPlaintiff - Appellant
v.
Iowa Pathology Associates, P.C.; Regional Laboratory Consultants, P.C.
lllllllllllllllllllllDefendants - Appellees
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Appeal from United States District Court
for the Southern District of Iowa - Central
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Submitted: January 13, 2026
Filed: February 23, 2026
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Before LOKEN, ARNOLD, and GRUENDER, Circuit Judges.
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ARNOLD, Circuit Judge.
After four pathologists left the laboratory where they worked to form a
competing startup called Goldfinch Laboratory, P.C., Goldfinch claimed that the
established laboratory committed certain acts in an effort to drive it out of business
and maintain a monopoly over pathology services in Central Iowa, in violation of the

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Sherman Antitrust Act and similar Iowa laws. See 15 U.S.C. § 15(a); Iowa Code
§ 553.12. The district court1 dismissed the startup’s complaint. We agree with the
district court’s decision and so affirm.
At this stage of the case, we accept the factual allegations in the complaint as
true. See Par v. Wolfe Clinic, P.C., 70 F.4th 441, 445 (8th Cir. 2023). According to
the complaint, Defendants Iowa Pathology Associates, P.C., and Regional Laboratory
Consultants, P.C., operated a laboratory in Des Moines that provided pathology and
dermatopathology services to physicians who referred patient specimens there for
diagnosis. Goldfinch says that the defendants had enjoyed monopoly power over the
market for pathology services in Central Iowa, allowing them to charge
“supracompetitive prices.” The defendants allegedly sought to preserve their
monopoly by pressuring their pathologists to sign employment agreements containing
noncompetition provisions. But when some pathologists refused to sign and instead
formed Goldfinch, the defendants, Goldfinch asserts, made false statements to
physician referrers and others about the departing pathologists and their new
laboratory and engaged in other acts meant to drive their new competition from the
market. Goldfinch estimates that it lost over three million dollars as a result of the
defendants’ actions.
Goldfinch claims that the defendants unlawfully conspired to restrain trade in
the market for pathology services and the submarket for dermatopathology services,
see 15 U.S.C. § 1, Iowa Code § 553.4, and attempted to monopolize that market and
submarket. See 15 U.S.C. § 2, Iowa Code § 553.5. We note at the outset that no one
suggests that we should interpret Iowa antitrust law differently from its federal
counterparts, see Double D Spotting Serv., Inc. v. Supervalu, Inc., 136 F.3d 554, 561
(8th Cir. 1998) (citing Iowa Code § 553.2), so for simplicity’s sake we will deal with
1The Honorable Rebecca Goodgame Ebinger, United States District Judge for
the Southern District of Iowa.
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federal law exclusively. In dismissing Goldfinch’s complaint, the district court held
that Goldfinch had not suffered an antitrust injury and that, even if it had, it was not
a proper plaintiff to raise these antitrust claims. It also held that Goldfinch had failed
to state a claim on the merits. Because we agree with the district court’s decision on
the merits, we do not decide whether Goldfinch has suffered an antitrust injury or
whether it is a proper plaintiff to bring these claims. See L.A.P.D., Inc. v. Gen. Elec.
Corp., 132 F.3d 402, 404 (7th Cir. 1997); Hairston v. Pac. 10 Conf., 101 F.3d 1315,
1318 (9th Cir. 1996). We review de novo the district court’s decision to dismiss the
complaint. See Par, 70 F.4th at 445. To survive the motion to dismiss, Goldfinch’s
complaint must contain sufficient factual matter stating a claim to relief that is
plausible on its face. See id. at 446.
We begin with Goldfinch’s conspiracy claim against the two defendants. It
takes (at least) two to contract, combine, or conspire in restraint of trade under 15
U.S.C. § 1. But not just any two will do. For example, a § 1 claim will not succeed
against a single firm just because two of its employees coordinate with one another,
nor can the coordination between a parent company and its wholly owned subsidiary
give rise to a § 1 claim. See Copperweld Corp. v. Indep. Tube Corp., 467 U.S. 752,
776 (1984). So “concerted action under § 1 does not turn simply on whether the
parties involved are legally distinct entities.” Am. Needle, Inc. v. Nat’l Football
League, 560 U.S. 183, 191 (2010). The relevant question is whether the coordination
is between “separate economic actors pursuing separate economic interests,” which
would “deprive[] the marketplace of independent centers of decisionmaking
and . . . thus of actual or potential competition.” See id. at 195. As another circuit
court has put it, “[t]he crucial question is whether the entities alleged to have
conspired maintain an ‘economic unity,’ and whether the entities were either actual
or potential competitors.” See Jack Russell Terrier Network of N. Ca. v. Am. Kennel
Club, Inc., 407 F.3d 1027, 1034 (9th Cir. 2005).
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Reading Goldfinch’s complaint, it is readily apparent that coordination between
Iowa Pathology Associates, P.C., and Regional Laboratory Consultants, P.C., cannot
give rise to a § 1 claim. Even though they are separate legal entities, the complaint
itself makes clear that they are not separate economic actors pursuing separate
economic interests who conspired to restrain competition. For one thing, Goldfinch
attached a copy of the contract that it claims the defendants pressured its pathologists
to sign, and in that contract, which we may consider, see Zayed v. Associated Bank,
N.A., 779 F.3d 727, 732 (8th Cir. 2015), the two defendants were referred to as the
singular “Employer.” For another, the complaint also stated that the two defendants
were “affiliate[s]” that shared profits and were comprised of the same pathologists.
It’s difficult to imagine in these circumstances how the two entities could be actual
or potential competitors with one another or be considered separate economic actors
pursuing separate economic objectives. Instead, the complaint alleges a clear
economic unity between the defendants that § 1 doesn’t prohibit. We therefore agree
with the district court’s decision to dismiss Goldfinch’s § 1 claim.
Turning now to Goldfinch’s claim under § 2, it asserts that the defendants
attempted to monopolize the market for pathology services and the submarket for
dermatopathology services. To succeed on this claim, Goldfinch must show not only
that the defendants engaged in anticompetitive conduct with the intent to monopolize,
but also that there was a dangerous probability that they would achieve monopoly
power. See Spectrum Sports, Inc. v. McQuillan, 506 U.S. 447, 456, 459 (1993). To
“determine whether there is a dangerous probability of monopolization, courts have
found it necessary to consider the relevant market and the defendant’s ability to
lessen or destroy competition in that market.” See id. at 456. Without a well-defined
market, a court cannot determine if any allegedly illegal act had an effect on
competition, see Little Rock Cardiology Clinic PA v. Baptist Health, 591 F.3d 591,
596 (8th Cir. 2009), or determine whether a defendant “is monopolizing anything”
at all. See Ass’n of Surgical Assistants v. Nat’l Bd. of Surgical Tech. & Surgical
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Assisting, 127 F.4th 178, 187 (10th Cir. 2025). “Antitrust claims often rise or fall on
the definition of the relevant market.” Par, 70 F.4th at 447.
No one disputes that Goldfinch must adequately plead the existence of a
relevant market to prevail. See id. “The definition of the relevant market has two
components—a product market and a geographic market.” See id. The product market
here, all appear now to agree, is the market for pathology and dermatopathology
services. The parties dispute, though, whether Goldfinch pleaded an adequate
geographic market. “A geographic market is the area in which consumers can
practically turn for alternative sources of the product and in which the antitrust
defendants face competition.” F.T.C. v. Tenet Health Care Corp., 186 F.3d 1045,
1052 (8th Cir. 1999).
Courts are alert to ensure that plaintiffs do not define the geographic market too
narrowly to make it appear, by artful pleading, that a defendant has a dangerous
probability of achieving monopoly power when it really doesn’t. See, e.g., Little Rock
Cardiology, 591 F.3d at 599. Consider, for example, a hamburger vendor that raises
a § 2 claim against the only other hamburger restaurant on a particular city block,
asserting that the existing restaurant tried to drive the plaintiff’s nascent enterprise
out of business. Even if the defendant succeeds in eliminating competition on the
block, that doesn’t mean that customers are practically forced to consume a
monopolist’s hamburgers at high prices. If the customer “can practically turn”
elsewhere for hamburgers, see id., as by simply visiting a restaurant on an adjacent
block or just down the street, then it can’t be said that the defendant restaurant is
dangerously close to monopolizing the hamburger market. As other courts have
explained it, the relevant geographic market is “the area of effective competition” or
“the narrowest market which is wide enough so that products from adjacent areas
cannot compete on substantial parity with those included in the market.” See Ass’n
of Surgical Assistants, 127 F.4th at 189; see also Tampa Elec. Co. v. Nash. Coal Co.,
365 U.S. 320, 327–29 (1961).
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Goldfinch asserts that the relevant geographic market in this case is Central
Iowa. It notes that, before Goldfinch was formed, the defendants operated the only
independent pathology practice in Central Iowa that wasn’t tied exclusively to one
source of referrals. It recognized that the University of Iowa also employs
pathologists but that they serve only physicians at the University, suggesting,
presumably, that the University isn’t an alternative for physician referrers looking to
escape the defendants’ alleged monopoly.
But Goldfinch’s complaint contains a significant deficiency: It fails to explain
why the area of effective competition for pathology and dermatopathology services
is limited to Central Iowa. For example, Goldfinch never alleges why physician
referrers can’t escape the defendants’ alleged monopoly by sending specimens to
competing laboratories outside Central Iowa, such as to nearby Omaha, Chicago, or
elsewhere. The complaint contains no allegations about increased regulatory burdens,
time constraints, price impracticalities, or issues of specimen deterioration that makes
Central Iowa practically the only area where physicians can turn. In fact, the
complaint says that some of the specimens that Goldfinch and the defendants analyze
traveled in interstate commerce, which means they weren’t confined to Central Iowa.
In sum, Goldfinch’s allegations do not plausibly show that the defendants’ actions
have affected competition, see Little Rock Cardiology, 591 F.3d at 596, or that the
defendants are close to monopolizing anything. See Ass’n of Surgical Assistants, 127
F.4th at 187. Though courts are generally reluctant to dismiss antitrust claims on the
pleadings, we’ve dismissed antitrust claims for a failure to allege a proper geographic
market before. See, e.g., Par, 70 F.4th at 448–49. Dismissal is especially appropriate
when the plaintiff fails “even to attempt a plausible explanation as to why a market
should be limited in a particular way.” See E.I. du Pont de Nemours & Co. v. Kolon
Indus., Inc., 637 F.3d 435, 443 (4th Cir. 2011) (quoting Todd v. Exxon Corp., 275
F.3d 191, 200 (2d Cir. 2001) (Sotomayor, J.)).
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Goldfinch assures us that if we allow the case to proceed, then discovery will
reveal that it takes longer to send specimens outside Central Iowa, that local
pathologists are generally more accessible, and that referring physicians prefer to
work with pathologists they know personally. Perhaps. Our cases, though, have
consistently drawn a distinction between where customers actually go and where they
could practically go should a firm gain monopoly power. See, e.g., Par, 70 F.4th at
448; Morgenstern v. Wilson, 29 F.3d 1291, 1296 (8th Cir. 1994). For example, even
if it’s true that consumers actually prefer to buy gasoline close to home, that doesn’t
mean they can’t practically turn to alternatives slightly farther from home to avoid
doing business with a monopolist. See Bathke v. Casey’s Gen. Stores, Inc., 64 F.3d
340, 345–46 (8th Cir. 1995). We recognize that a consumer pays at least some cost
any time he does business with a secondary choice over a primary choice, such as
when he buys gas at a store slightly farther from home or eats a hamburger a block
from his preferred restaurant. We also understand that at some point the transactions
cost can grow so large that the secondary choice can no longer be a practical
alternative. But Goldfinch never alleged in its complaint or even suggests in its brief
why pathologists at laboratories outside Central Iowa aren’t practical alternatives,
even if it might take longer for referring physicians to ship specimens to pathologists
whom they don’t know and who might be less accessible. Without explaining how
slightly more distant laboratories aren’t practical alternatives for referring physicians,
we cannot tell whether the defendants were dangerously close to monopolizing
anything. And so Goldfinch’s § 2 claim fails.
Goldfinch asserts that the district court should have at least allowed it to amend
its complaint to fix the deficiencies the district court identified. But Goldfinch hasn’t
spelled out how amendments would salvage its claims. It didn’t say how it proposed
to amend its complaint to allege, in support of its § 1 claim, that the two defendants
are capable of conspiring with one another, even though Goldfinch’s pathologists
previously worked for the defendants and should know if they actually possessed
independent centers of decisionmaking. And with respect to its § 2 claim, Goldfinch
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didn’t say how it proposed to amend the complaint to explain how laboratories
outside Central Iowa are not practical alternatives for referring physicians. The most
it proposed to do was describe the boundaries of Central Iowa with more specificity,
but we don’t see how that effort advances the ball for either claim. We therefore
cannot fault the district court for not permitting Goldfinch to amend its complaint
because the only amendments Goldfinch proposed would be futile to stave off
dismissal. See Kale v. Aero Simulation, Inc., 139 F.4th 684, 690 (8th Cir. 2025).
Affirmed.
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