BELL ATLANTIC CORP. et al. v. TWOMBLY et al.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
544 OCTOBER TERM, 2006
Syllabus
BELL ATLANTIC CORP. et al. v. TWOMBLY et al.
certiorari to the united states court of appeals for
the second circuit
No. 05–1126. Argued November 27, 2006—Decided May 21, 2007
The 1984 divestiture of the American Telephone & Telegraph Company’s
(AT&T) local telephone business left a system of regional service mo
nopolies, sometimes called Incumbent Local Exchange Carriers
(ILECs), and a separate long-distance market from which the ILECs
were excluded. The Telecommunications Act of 1996 withdrew ap
proval of the ILECs’ monopolies, “fundamentally restructur[ing] local
telephone markets” and “subject[ing] [ILECs] to a host of duties in
tended to facilitate market entry.” AT&T Corp. v. Iowa Utilities Bd.,
525 U. S. 366, 371. It also authorized them to enter the long-distance
market. “Central to the [new] scheme [was each ILEC’s] obligation . . .
to share its network with” competitive local exchange carriers
(CLECs). Verizon Communications Inc. v. Law Offices of Curtis V.
Trinko, LLP, 540 U. S. 398, 402.
Respondents (hereinafter plaintiffs) represent a class of subscribers
of local telephone and/or high-speed Internet services in this action
against petitioner ILECs for claimed violations of § 1 of the Sherman
Act, which prohibits “[e]very contract, combination in the form of trust
or otherwise, or conspiracy, in restraint of trade or commerce among
the several States, or with foreign nations.” The complaint alleges that
the ILECs conspired to restrain trade (1) by engaging in parallel con
duct in their respective service areas to inhibit the growth of upstart
CLECs; and (2) by agreeing to refrain from competing against one an
other, as indicated by their common failure to pursue attractive business
opportunities in contiguous markets and by a statement by one ILEC’s
chief executive officer that competing in another ILEC’s territory did
not seem right. The District Court dismissed the complaint, concluding
that parallel business conduct allegations, taken alone, do not state a
claim under § 1; plaintiffs must allege additional facts tending to exclude
independent self-interested conduct as an explanation for the parallel
actions. Reversing, the Second Circuit held that plaintiffs’ parallel con
duct allegations were sufficient to withstand a motion to dismiss because
the ILECs failed to show that there is no set of facts that would permit
plaintiffs to demonstrate that the particular parallelism asserted was
the product of collusion rather than coincidence.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
545 Cite as: 550 U. S. 544 (2007)
Syllabus
Held:
1. Stating a § 1 claim requires a complaint with enough factual matter
(taken as true) to suggest that an agreement was made. An allegation
of parallel conduct and a bare assertion of conspiracy will not suffice.
Pp. 553–563.
(a) Because § 1 prohibits “only restraints effected by a contract,
combination, or conspiracy,” Copperweld Corp. v. Independence Tube
Corp., 467 U. S. 752, 775, “[t]he crucial question” is whether the chal
lenged anticompetitive conduct “stem[s] from independent decision or
from an agreement,” Theatre Enterprises, Inc. v. Paramount Film Dis
tributing Corp., 346 U. S. 537, 540. While a showing of parallel “busi
ness behavior is admissible circumstantial evidence from which” agree
ment may be inferred, it falls short of “conclusively establish[ing]
agreement or . . . itself constitut[ing] a Sherman Act offense.” Id., at
540–541. The inadequacy of showing parallel conduct or interdepend
ence, without more, mirrors the behavior’s ambiguity: consistent with
conspiracy, but just as much in line with a wide swath of rational and
competitive business strategy unilaterally prompted by common percep
tions of the market. Thus, this Court has hedged against false infer
ences from identical behavior at a number of points in the trial sequence,
e. g., at the summary judgment stage, see Matsushita Elec. Industrial
Co. v. Zenith Radio Corp., 475 U. S. 574. Pp. 553–554.
(b) This case presents the antecedent question of what a plaintiff
must plead in order to state a § 1 claim. Federal Rule of Civil Proce
dure 8(a)(2) requires only “a short and plain statement of the claim
showing that the pleader is entitled to relief,” in order to “give the
defendant fair notice of what the . . . claim is and the grounds upon
which it rests,” Conley v. Gibson, 355 U. S. 41, 47. While a complaint
attacked by a Rule 12(b)(6) motion to dismiss does not need detailed
factual allegations, ibid., a plaintiff ’s obligation to provide the “grounds”
of his “entitle[ment] to relief ” requires more than labels and conclusions,
and a formulaic recitation of a cause of action’s elements will not do.
Factual allegations must be enough to raise a right to relief above the
speculative level on the assumption that all of the complaint’s allegations
are true. Applying these general standards to a § 1 claim, stating a
claim requires a complaint with enough factual matter to suggest an
agreement. Asking for plausible grounds does not impose a probability
requirement at the pleading stage; it simply calls for enough fact to
raise a reasonable expectation that discovery will reveal evidence of
illegal agreement. The need at the pleading stage for allegations plau
sibly suggesting (not merely consistent with) agreement reflects Rule
8(a)(2)’s threshold requirement that the “plain statement” possess
enough heft to “sho[w] that the pleader is entitled to relief.” A parallel

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
546 BELL ATLANTIC CORP. v. TWOMBLY
Syllabus
conduct allegation gets the § 1 complaint close to stating a claim, but
without further factual enhancement it stops short of the line between
possibility and plausibility. The requirement of allegations suggesting
an agreement serves the practical purpose of preventing a plaintiff with
“ ‘a largely groundless claim’ ” from “ ‘tak[ing] up the time of a number
of other people, with the right to do so representing an in terrorem
increment of the settlement value.’ ” Dura Pharmaceuticals, Inc. v.
Broudo, 544 U. S. 336, 347. It is one thing to be cautious before dis
missing an antitrust complaint in advance of discovery, but quite another
to forget that proceeding to antitrust discovery can be expensive. That
potential expense is obvious here, where plaintiffs represent a putative
class of at least 90 percent of subscribers to local telephone or high
speed Internet service in an action against America’s largest telecom
munications firms for unspecified instances of antitrust violations that
allegedly occurred over a 7-year period. It is no answer to say that a
claim just shy of plausible entitlement can be weeded out early in the
discovery process, given the common lament that the success of judicial
supervision in checking discovery abuse has been modest. Plaintiffs’
main argument against the plausibility standard at the pleading stage
is its ostensible conflict with a literal reading of Conley’s statement con
struing Rule 8: “a complaint should not be dismissed for failure to state
a claim unless it appears beyond doubt that the plaintiff can prove no
set of facts in support of his claim which would entitle him to relief.”
355 U. S., at 45–46. The “no set of facts” language has been questioned,
criticized, and explained away long enough by courts and commentators,
and is best forgotten as an incomplete, negative gloss on an accepted
pleading standard: once a claim has been stated adequately, it may be
supported by showing any set of facts consistent with the allegations in
the complaint. Conley described the breadth of opportunity to prove
what an adequate complaint claims, not the minimum standard of ade
quate pleading to govern a complaint’s survival. Pp. 554–563.
2. Under the plausibility standard, plaintiffs’ claim of conspiracy in
restraint of trade comes up short. First, the complaint leaves no doubt
that plaintiffs rest their § 1 claim on descriptions of parallel conduct, not
on any independent allegation of actual agreement among the ILECs.
The nub of the complaint is the ILECs’ parallel behavior, and its suffi
ciency turns on the suggestions raised by this conduct when viewed in
light of common economic experience. Nothing in the complaint invests
either the action or inaction alleged with a plausible conspiracy sugges
tion. As to the ILECs’ supposed agreement to disobey the 1996 Act
and thwart the CLECs’ attempts to compete, the District Court cor
rectly found that nothing in the complaint intimates that resisting the
upstarts was anything more than the natural, unilateral reaction of each

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
547 Cite as: 550 U. S. 544 (2007)
Syllabus
ILEC intent on preserving its regional dominance. The complaint’s
general collusion premise fails to answer the point that there was no
need for joint encouragement to resist the 1996 Act, since each ILEC
had reason to try to avoid dealing with CLECs and would have tried
to keep them out, regardless of the other ILECs’ actions. Plaintiffs’
second conspiracy theory rests on the competitive reticence among the
ILECs themselves in the wake of the 1996 Act to enter into their com
petitors’ territories, leaving the relevant market highly compartmental
ized geographically, with minimal competition. This parallel conduct
did not suggest conspiracy, not if history teaches anything. Monopoly
was the norm in telecommunications, not the exception. Because the
ILECs were born in that world, doubtless liked it, and surely knew the
adage about him who lives by the sword, a natural explanation for the
noncompetition is that the former Government-sanctioned monopolists
were sitting tight, expecting their neighbors to do the same. Antitrust
conspiracy was not suggested by the facts adduced under either theory
of the complaint, which thus fails to state a valid § 1 claim. This analy
sis does not run counter to Swierkiewicz v. Sorema N. A., 534 U. S. 506,
508, which held that “a complaint in an employment discrimination law
suit [need] not contain specific facts establishing a prima facie case of
discrimination.” Here, the Court is not requiring heightened fact
pleading of specifics, but only enough facts to state a claim to relief that
is plausible on its face. Because the plaintiffs here have not nudged
their claims across the line from conceivable to plausible, their complaint
must be dismissed. Pp. 564–570.
425 F. 3d 99, reversed and remanded.
Souter, J., delivered the opinion of the Court, in which Roberts, C. J.,
and Scalia, Kennedy, Thomas, Breyer, and Alito, JJ., joined. Ste
vens, J., filed a dissenting opinion, in which Ginsburg, J., joined, except
as to Part IV, post, p. 570.
Michael K. Kellogg argued the cause for petitioners.
With him on the briefs were Mark C. Hansen, Aaron M.
Panner, Richard G. Taranto, Stephen M. Shapiro, Kenneth
S. Geller, Richard J. Favretto, Timothy Beyer, J. Henry
Walker, Marc W. F. Galonsky, John Thorne, Paul J. Larkin,
Jr., David E. Wheeler, Dan K. Webb, Cynthia P. Delaney,
Javier Aguilar, and William M. Schur.
Assistant Attorney General Barnett argued the cause for
the United States as amicus curiae urging reversal. With

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
548 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
him on the brief were Solicitor General Clement, Deputy
Solicitor General Hungar, Deanne E. Maynard, Catherine
G. O’Sullivan, James J. O’Connell, Jr., and Hill B. Wellford.
J. Douglas Richards argued the cause for respondents.
With him on the brief was Michael M. Buchman.*
Justice Souter delivered the opinion of the Court.
Liability under § 1 of the Sherman Act, 15 U. S. C. § 1, re
quires a “contract, combination . . . , or conspiracy, in re
straint of trade or commerce.” The question in this putative
class action is whether a § 1 complaint can survive a motion
to dismiss when it alleges that major telecommunications
providers engaged in certain parallel conduct unfavorable to
*Briefs of amici curiae urging reversal were filed for the Common
wealth of Virginia by Robert F. McDonnell, Attorney General of Virginia,
William E. Thro, State Solicitor General, Stephen R. McCullough, Deputy
State Solicitor General, William C. Mims, Chief Deputy Attorney Gen
eral, and Sarah Oxenham Allen, Assistant Attorney General, by Orville
B. Fitch II, Deputy Attorney General of New Hampshire, and by the At
torneys General for their respective States as follows: Troy King of Ala
bama, John Suthers of Colorado, Lawrence G. Wasden of Idaho, Steve Car
ter of Indiana, Phill Kline of Kansas, Michael A. Cox of Michigan, Jon
Bruning of Nebraska, Wayne Stenehjem of North Dakota, W. A. Drew
Edmondson of Oklahoma, Thomas W. Corbett, Jr., of Pennsylvania, Pat
rick C. Lynch of Rhode Island, Larry Long of South Dakota, Paul G.
Summers of Tennessee, and Mark L. Shurtleff of Utah; for the American
Petroleum Institute by Robert A. Long, Theodore P. Metzler, Harry M.
Ng, and Douglas W. Morris; for the Chamber of Commerce of the United
States of America et al. by Roy T. Englert, Jr., Donald J. Russell, Mat
thew R. Segal, John T. Whatley, Robin S. Conrad, Amar D. Sarwal, Mi
chael Field Altschul, Jan S. Amundson, Quentin Riegel, Peter B. Kenney,
Jr., Mark S. Popofsky, Guy Stephenson, Kathryn Fewell, and Saul P.
Morgenstern; for Legal Scholars by Max Huffman; and for MasterCard
International Inc. et al. by Timothy J. Muris, Jonathan D. Hacker, and
Rebecca H. Farrington.
Parker C. Folse III filed a brief for the American Antitrust Institute as
amicus curiae urging affirmance.
Briefs of amici curiae were filed for the American Bar Association by
Karen J. Mathis, Joseph Angland, and Roxann E. Henry; for Economists
by R. Hewitt Pate; and for Debra Lyn Bassett et al. by Eric Alan Isaac
son and Christopher M. Burke.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
549 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
competition, absent some factual context suggesting agree
ment, as distinct from identical, independent action. We
hold that such a complaint should be dismissed.
I
The upshot of the 1984 divestiture of the American Tele
phone & Telegraph Company’s (AT&T) local telephone busi
ness was a system of regional service monopolies (variously
called “Regional Bell Operating Companies,” “Baby Bells,”
or “Incumbent Local Exchange Carriers” (ILECs)), and a
separate, competitive market for long-distance service from
which the ILECs were excluded. More than a decade later,
Congress withdrew approval of the ILECs’ monopolies by
enacting the Telecommunications Act of 1996 (1996 Act), 110
Stat. 56, which “fundamentally restructure[d] local telephone
markets” and “subject[ed] [ILECs] to a host of duties in
tended to facilitate market entry.” AT&T Corp. v. Iowa
Utilities Bd., 525 U. S. 366, 371 (1999). In recompense, the
1996 Act set conditions for authorizing ILECs to enter the
long-distance market. See 47 U. S. C. § 271.
“Central to the [new] scheme [was each ILEC’s] obli
gation . . . to share its network with competitors,” Veri
zon Communications Inc. v. Law Offices of Curtis V.
Trinko, LLP, 540 U. S. 398, 402 (2004), which came to be
known as “competitive local exchange carriers” (CLECs),
Pet. for Cert. 6, n. 1. A CLEC could make use of an ILEC’s
network in any of three ways: by (1) “purchas[ing] local tele
phone services at wholesale rates for resale to end users,”
(2) “leas[ing] elements of the [ILEC’s] network ‘on an unbun
dled basis,’ ” or (3) “interconnect[ing] its own facilities with
the [ILEC’s] network.” Iowa Utilities Bd., supra, at 371
(quoting 47 U. S. C. § 251(c)). Owing to the “considerable ex
pense and effort” required to make unbundled network ele
ments available to rivals at wholesale prices, Trinko, supra,
at 410, the ILECs vigorously litigated the scope of the shar
ing obligation imposed by the 1996 Act, with the result that
the Federal Communications Commission (FCC) three times

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
550 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
revised its regulations to narrow the range of network ele
ments to be shared with the CLECs. See Covad Communi
cations Co. v. FCC, 450 F. 3d 528, 533–534 (CADC 2006)
(summarizing the 10-year-long regulatory struggle between
the ILECs and CLECs).
Respondents William Twombly and Lawrence Marcus
(hereinafter plaintiffs) represent a putative class consisting
of all “subscribers of local telephone and/or high speed in
ternet services . . . from February 8, 1996 to present.”
Amended Complaint in No. 02 CIV. 10220 (GEL) (SDNY)
¶ 53, App. 28 (hereinafter Complaint). In this action against
petitioners, a group of ILECs,1 plaintiffs seek treble dam
ages and declaratory and injunctive relief for claimed viola
tions of § 1 of the Sherman Act, ch. 647, 26 Stat. 209, as
amended, 15 U. S. C. § 1, which prohibits “[e]very contract,
combination in the form of trust or otherwise, or conspiracy,
in restraint of trade or commerce among the several States,
or with foreign nations.”
The complaint alleges that the ILECs conspired to re
strain trade in two ways, each supposedly inflating charges
for local telephone and high-speed Internet services. Plain
tiffs say, first, that the ILECs “engaged in parallel conduct”
in their respective service areas to inhibit the growth of up
start CLECs. Complaint ¶ 47, App. 23–26. Their actions
allegedly included making unfair agreements with the
CLECs for access to ILEC networks, providing inferior con
nections to the networks, overcharging, and billing in ways
designed to sabotage the CLECs’ relations with their own
customers. Ibid. According to the complaint, the ILECs’
1 The 1984 divestiture of AT&T’s local telephone service created seven
Regional Bell Operating Companies. Through a series of mergers and
acquisitions, those seven companies were consolidated into the four ILECs
named in this suit: BellSouth Corporation, Qwest Communications Inter
national, Inc., SBC Communications, Inc., and Verizon Communications,
Inc. (successor-in-interest to Bell Atlantic Corporation). Complaint ¶ 21,
App. 16. Together, these ILECs allegedly control 90 percent or more of
the market for local telephone service in the 48 contiguous States. Id.,
¶ 48, App. 26.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
551 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
“compelling common motivatio[n]” to thwart the CLECs’
competitive efforts naturally led them to form a conspiracy;
“[h]ad any one [ILEC] not sought to prevent CLECs . . .
from competing effectively . . . , the resulting greater com
petitive inroads into that [ILEC’s] territory would have re
vealed the degree to which competitive entry by CLECs
would have been successful in the other territories in the
absence of such conduct.” Id., ¶ 50, App. 26–27.
Second, the complaint charges agreements by the ILECs
to refrain from competing against one another. These are
to be inferred from the ILECs’ common failure “meaning
fully [to] pursu[e]” “attractive business opportunit[ies]” in
contiguous markets where they possessed “substantial com
petitive advantages,” id., ¶¶ 40–41, App. 21–22, and from a
statement of Richard Notebaert, chief executive officer
(CEO) of the ILEC Qwest, that competing in the territory
of another ILEC “ ‘might be a good way to turn a quick dol
lar but that doesn’t make it right,’ ” id., ¶ 42, App. 22.
The complaint couches its ultimate allegations this way:
“In the absence of any meaningful competition between
the [ILECs] in one another’s markets, and in light of the
parallel course of conduct that each engaged in to pre
vent competition from CLECs within their respective
local telephone and/or high speed internet services mar
kets and the other facts and market circumstances al
leged above, Plaintiffs allege upon information and belief
that [the ILECs] have entered into a contract, combina
tion or conspiracy to prevent competitive entry in their
respective local telephone and/or high speed internet
services markets and have agreed not to compete with
one another and otherwise allocated customers and mar
kets to one another.” Id., ¶ 51, App. 27.2
2 In setting forth the grounds for § 1 relief, the complaint repeats these
allegations in substantially similar language:
“Beginning at least as early as February 6, 1996, and continuing to the
present, the exact dates being unknown to Plaintiffs, Defendants and their
co-conspirators engaged in a contract, combination or conspiracy to pre

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
552 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
The United States District Court for the Southern District
of New York dismissed the complaint for failure to state a
claim upon which relief can be granted. The District Court
acknowledged that “plaintiffs may allege a conspiracy by cit
ing instances of parallel business behavior that suggest
an agreement,” but emphasized that “while ‘[c]ircumstantial
evidence of consciously parallel behavior may have made
heavy inroads into the traditional judicial attitude toward
conspiracy[, . . .] “conscious parallelism” has not yet read
conspiracy out of the Sherman Act entirely.’ ” 313 F. Supp.
2d 174, 179 (2003) (quoting Theatre Enterprises, Inc. v. Para
mount Film Distributing Corp., 346 U. S. 537, 541 (1954);
alterations in original). Thus, the District Court under
stood that allegations of parallel business conduct, taken
alone, do not state a claim under § 1; plaintiffs must allege
additional facts that “ten[d] to exclude independent self
interested conduct as an explanation for defendants’ parallel
behavior.” 313 F. Supp. 2d, at 179. The District Court
found plaintiffs’ allegations of parallel ILEC actions to dis
courage competition inadequate because “the behavior of
each ILEC in resisting the incursion of CLECs is fully ex
plained by the ILEC’s own interests in defending its individ
ual territory.” Id., at 183. As to the ILECs’ supposed
agreement against competing with each other, the District
Court found that the complaint does not “alleg[e] facts . . .
suggesting that refraining from competing in other ter
ritories as CLECs was contrary to [the ILECs’] apparent
economic interests, and consequently [does] not rais[e] an
inference that [the ILECs’] actions were the result of a con
spiracy.” Id., at 188.
vent competitive entry in their respective local telephone and/or high
speed internet services markets by, among other things, agreeing not to
compete with one another and to stifle attempts by others to compete with
them and otherwise allocating customers and markets to one another in
violation of Section 1 of the Sherman Act.” Id., ¶ 64, App. 30–31.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
553 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
The Court of Appeals for the Second Circuit reversed,
holding that the District Court tested the complaint by the
wrong standard. It held that “plus factors are not required
to be pleaded to permit an antitrust claim based on parallel
conduct to survive dismissal.” 425 F. 3d 99, 114 (2005) (em
phasis in original). Although the Court of Appeals took the
view that plaintiffs must plead facts that “include conspiracy
among the realm of ‘plausible’ possibilities in order to sur
vive a motion to dismiss,” it then said that “to rule that alle
gations of parallel anticompetitive conduct fail to support a
plausible conspiracy claim, a court would have to conclude
that there is no set of facts that would permit a plaintiff to
demonstrate that the particular parallelism asserted was the
product of collusion rather than coincidence.” Ibid.
We granted certiorari to address the proper standard for
pleading an antitrust conspiracy through allegations of paral
lel conduct, 548 U. S. 903 (2006), and now reverse.
II
A
Because § 1 of the Sherman Act “does not prohibit [all]
unreasonable restraints of trade . . . but only restraints ef
fected by a contract, combination, or conspiracy,” Copper
weld Corp. v. Independence Tube Corp., 467 U. S. 752, 775
(1984), “[t]he crucial question” is whether the challenged an
ticompetitive conduct “stem[s] from independent decision or
from an agreement, tacit or express,” Theatre Enterprises,
346 U. S., at 540. While a showing of parallel “business be
havior is admissible circumstantial evidence from which the
fact finder may infer agreement,” it falls short of “conclu
sively establish[ing] agreement or . . . itself constitut[ing]
a Sherman Act offense.” Id., at 540–541. Even “conscious
parallelism,” a common reaction of “firms in a concentrated
market [that] recogniz[e] their shared economic interests and
their interdependence with respect to price and output deci

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
554 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
sions” is “not in itself unlawful.” Brooke Group Ltd. v.
Brown & Williamson Tobacco Corp., 509 U. S. 209, 227
(1993); see 6 P. Areeda & H. Hovenkamp, Antitrust Law
¶ 1433a, p. 236 (2d ed. 2003) (hereinafter Areeda & Hoven
kamp) (“The courts are nearly unanimous in saying that
mere interdependent parallelism does not establish the con
tract, combination, or conspiracy required by Sherman Act
§ 1”); Turner, The Definition of Agreement Under the Sher
man Act: Conscious Parallelism and Refusals to Deal, 75
Harv. L. Rev. 655, 672 (1962) (“[M]ere interdependence of
basic price decisions is not conspiracy”).
The inadequacy of showing parallel conduct or interde
pendence, without more, mirrors the ambiguity of the behav
ior: consistent with conspiracy, but just as much in line with
a wide swath of rational and competitive business strategy
unilaterally prompted by common perceptions of the market.
See, e. g., AEI-Brookings Joint Center for Regulatory Stud
ies, Epstein, Motions to Dismiss Antitrust Cases: Separating
Fact from Fantasy, Related Publication 06–08, pp. 3–4 (2006)
(discussing problem of “false positives” in § 1 suits). Accord
ingly, we have previously hedged against false inferences
from identical behavior at a number of points in the trial
sequence. An antitrust conspiracy plaintiff with evidence
showing nothing beyond parallel conduct is not entitled to a
directed verdict, see Theatre Enterprises, supra; proof of
a § 1 conspiracy must include evidence tending to exclude
the possibility of independent action, see Monsanto Co. v.
Spray-Rite Service Corp., 465 U. S. 752 (1984); and at the
summary judgment stage a § 1 plaintiff ’s offer of conspiracy
evidence must tend to rule out the possibility that the de
fendants were acting independently, see Matsushita Elec.
Industrial Co. v. Zenith Radio Corp., 475 U. S. 574 (1986).
B
This case presents the antecedent question of what a plain
tiff must plead in order to state a claim under § 1 of the

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
555 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
Sherman Act. Federal Rule of Civil Procedure 8(a)(2) re
quires only “a short and plain statement of the claim show
ing that the pleader is entitled to relief,” in order to “give
the defendant fair notice of what the . . . claim is and the
grounds upon which it rests,” Conley v. Gibson, 355 U. S. 41,
47 (1957). While a complaint attacked by a Rule 12(b)(6)
motion to dismiss does not need detailed factual allegations,
ibid.; Sanjuan v. American Bd. of Psychiatry and Neurol
ogy, Inc., 40 F. 3d 247, 251 (CA7 1994), a plaintiff ’s obligation
to provide the “grounds” of his “entitle[ment] to relief ” re
quires more than labels and conclusions, and a formulaic reci
tation of the elements of a cause of action will not do, see
Papasan v. Allain, 478 U. S. 265, 286 (1986) (on a motion to
dismiss, courts “are not bound to accept as true a legal con
clusion couched as a factual allegation”). Factual allega
tions must be enough to raise a right to relief above the
speculative level, see 5 C. Wright & A. Miller, Federal Prac
tice and Procedure § 1216, pp. 235–236 (3d ed. 2004) (herein
after Wright & Miller) (“[T]he pleading must contain some
thing more . . . than . . . a statement of facts that merely
creates a suspicion [of] a legally cognizable right of action”),3
on the assumption that all the allegations in the complaint
are true (even if doubtful in fact), see, e. g., Swierkiewicz v.
3 The dissent greatly oversimplifies matters by suggesting that the Fed
eral Rules somehow dispensed with the pleading of facts altogether. See
post, at 580 (opinion of Stevens, J.) (pleading standard of Federal Rules
“does not require, or even invite, the pleading of facts”). While, for most
types of cases, the Federal Rules eliminated the cumbersome requirement
that a claimant “set out in detail the facts upon which he bases his claim,”
Conley v. Gibson, 355 U. S. 41, 47 (1957) (emphasis added), Rule 8(a)(2)
still requires a “showing,” rather than a blanket assertion, of entitlement
to relief. Without some factual allegation in the complaint, it is hard to
see how a claimant could satisfy the requirement of providing not only
“fair notice” of the nature of the claim, but also “grounds” on which the
claim rests. See 5 Wright & Miller § 1202, at 94, 95 (Rule 8(a) “contem
plate[s] the statement of circumstances, occurrences, and events in support
of the claim presented” and does not authorize a pleader’s “bare averment
that he wants relief and is entitled to it”).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
556 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
Sorema N. A., 534 U. S. 506, 508, n. 1 (2002); Neitzke v. Wil
liams, 490 U. S. 319, 327 (1989) (“Rule 12(b)(6) does not coun
tenance . . . dismissals based on a judge’s disbelief of a com
plaint’s factual allegations”); Scheuer v. Rhodes, 416 U. S.
232, 236 (1974) (a well-pleaded complaint may proceed even
if it appears “that a recovery is very remote and unlikely”).
In applying these general standards to a § 1 claim, we hold
that stating such a claim requires a complaint with enough
factual matter (taken as true) to suggest that an agreement
was made. Asking for plausible grounds to infer an agree
ment does not impose a probability requirement at the plead
ing stage; it simply calls for enough fact to raise a reasonable
expectation that discovery will reveal evidence of illegal
agreement.4 And, of course, a well-pleaded complaint may
proceed even if it strikes a savvy judge that actual proof of
the facts alleged is improbable, and “that a recovery is very
remote and unlikely.” Ibid. In identifying facts that are
suggestive enough to render a § 1 conspiracy plausible, we
have the benefit of the prior rulings and considered views of
leading commentators, already quoted, that lawful parallel
conduct fails to bespeak unlawful agreement. It makes
sense to say, therefore, that an allegation of parallel conduct
and a bare assertion of conspiracy will not suffice. Without
4 Commentators have offered several examples of parallel conduct alle
gations that would state a § 1 claim under this standard. See, e. g., 6
Areeda & Hovenkamp ¶ 1425, at 167–185 (discussing “parallel behavior
that would probably not result from chance, coincidence, independent re
sponses to common stimuli, or mere interdependence unaided by an ad
vance understanding among the parties”); Blechman, Conscious Parallel
ism, Signalling and Facilitating Devices: The Problem of Tacit Collusion
Under the Antitrust Laws, 24 N. Y. L. S. L. Rev. 881, 899 (1979) (describing
“conduct [that] indicates the sort of restricted freedom of action and sense
of obligation that one generally associates with agreement”). The parties
in this case agree that “complex and historically unprecedented changes
in pricing structure made at the very same time by multiple competitors,
and made for no other discernible reason,” would support a plausible infer
ence of conspiracy. Brief for Respondents 37; see also Reply Brief for
Petitioners 12.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
557 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
more, parallel conduct does not suggest conspiracy, and a
conclusory allegation of agreement at some unidentified
point does not supply facts adequate to show illegality.
Hence, when allegations of parallel conduct are set out
in order to make a § 1 claim, they must be placed in a context
that raises a suggestion of a preceding agreement, not
merely parallel conduct that could just as well be independ
ent action.
The need at the pleading stage for allegations plausibly
suggesting (not merely consistent with) agreement reflects
the threshold requirement of Rule 8(a)(2) that the “plain
statement” possess enough heft to “sho[w] that the pleader
is entitled to relief.” A statement of parallel conduct, even
conduct consciously undertaken, needs some setting suggest
ing the agreement necessary to make out a § 1 claim; without
that further circumstance pointing toward a meeting of the
minds, an account of a defendant’s commercial efforts stays
in neutral territory. An allegation of parallel conduct is
thus much like a naked assertion of conspiracy in a § 1 com
plaint: it gets the complaint close to stating a claim, but with
out some further factual enhancement it stops short of the
line between possibility and plausibility of “entitle[ment] to
relief.” Cf. DM Research, Inc. v. College of Am. Patholo
gists, 170 F. 3d 53, 56 (CA1 1999) (“[T]erms like ‘conspiracy,’
or even ‘agreement,’ are border-line: they might well be suf
ficient in conjunction with a more specific allegation—for ex
ample, identifying a written agreement or even a basis for
inferring a tacit agreement, . . . but a court is not required
to accept such terms as a sufficient basis for a complaint”).5
We alluded to the practical significance of the Rule 8 enti
tlement requirement in Dura Pharmaceuticals, Inc. v.
Broudo, 544 U. S. 336 (2005), when we explained that some
thing beyond the mere possibility of loss causation must be
5 The border in DM Research was the line between the conclusory and
the factual. Here it lies between the factually neutral and the factually
suggestive. Each must be crossed to enter the realm of plausible liability.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
558 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
alleged, lest a plaintiff with “ ‘a largely groundless claim’ ” be
allowed to “ ‘take up the time of a number of other people,
with the right to do so representing an in terrorem incre
ment of the settlement value.’ ” Id., at 347 (quoting Blue
Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 741
(1975)). So, when the allegations in a complaint, however
true, could not raise a claim of entitlement to relief, “ ‘this
basic deficiency should . . . be exposed at the point of mini
mum expenditure of time and money by the parties and the
court.’ ” 5 Wright & Miller § 1216, at 233–234 (quoting
Daves v. Hawaiian Dredging Co., 114 F. Supp. 643, 645 (Haw.
1953)); see also Dura, supra, at 346; Asahi Glass Co. v. Pen
tech Pharmaceuticals, Inc., 289 F. Supp. 2d 986, 995 (ND Ill.
2003) (Posner, J., sitting by designation) (“[S]ome threshold
of plausibility must be crossed at the outset before a patent
antitrust case should be permitted to go into its inevitably
costly and protracted discovery phase”).
Thus, it is one thing to be cautious before dismissing an
antitrust complaint in advance of discovery, cf. Poller v. Co
lumbia Broadcasting System, Inc., 368 U. S. 464, 473 (1962),
but quite another to forget that proceeding to antitrust dis
covery can be expensive. As we indicated over 20 years ago
in Associated Gen. Contractors of Cal., Inc. v. Carpenters,
459 U. S. 519, 528, n. 17 (1983), “a district court must retain
the power to insist upon some specificity in pleading before
allowing a potentially massive factual controversy to pro
ceed.” See also Car Carriers, Inc. v. Ford Motor Co., 745
F. 2d 1101, 1106 (CA7 1984) (“[T]he costs of modern federal
antitrust litigation and the increasing caseload of the federal
courts counsel against sending the parties into discovery
when there is no reasonable likelihood that the plaintiffs can
construct a claim from the events related in the complaint”);
Note, Modeling the Effect of One-Way Fee Shifting on Dis
covery Abuse in Private Antitrust Litigation, 78 N. Y. U. L.
Rev. 1887, 1898–1899 (2003) (discussing the unusually high
cost of discovery in antitrust cases); Manual for Complex Lit

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
559 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
igation, Fourth, § 30, p. 519 (2004) (describing extensive scope
of discovery in antitrust cases); Memorandum from Paul V.
Niemeyer, Chair, Advisory Committee on Civil Rules, to
Hon. Anthony J. Scirica, Chair, Committee on Rules of Prac
tice and Procedure (May 11, 1999), 192 F. R. D. 354, 357 (2000)
(reporting that discovery accounts for as much as 90 percent
of litigation costs when discovery is actively employed).
That potential expense is obvious enough in the present case:
plaintiffs represent a putative class of at least 90 percent of
all subscribers to local telephone or high-speed Internet
service in the continental United States, in an action against
America’s largest telecommunications firms (with many thou
sands of employees generating reams and gigabytes of busi
ness records) for unspecified (if any) instances of antitrust
violations that allegedly occurred over a period of seven
years.
It is no answer to say that a claim just shy of a plausible
entitlement to relief can, if groundless, be weeded out early
in the discovery process through “careful case management,”
post, at 573, given the common lament that the success of
judicial supervision in checking discovery abuse has been
on the modest side. See, e. g., Easterbrook, Discovery as
Abuse, 69 B. U. L. Rev. 635, 638 (1989) (“Judges can do little
about impositional discovery when parties control the legal
claims to be presented and conduct the discovery them
selves”). And it is self-evident that the problem of discov
ery abuse cannot be solved by “careful scrutiny of evidence
at the summary judgment stage,” much less “lucid instruc
tions to juries,” post, at 573; the threat of discovery expense
will push cost-conscious defendants to settle even anemic
cases before reaching those proceedings. Probably, then, it
is only by taking care to require allegations that reach the
level suggesting conspiracy that we can hope to avoid the
potentially enormous expense of discovery in cases with no
“ ‘reasonably founded hope that the [discovery] process will
reveal relevant evidence’ ” to support a § 1 claim. Dura,

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
560 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
544 U. S., at 347 (quoting Blue Chip Stamps, supra, at 741;
alteration in Dura).6
Plaintiffs do not, of course, dispute the requirement of
plausibility and the need for something more than merely
parallel behavior explained in Theatre Enterprises, Mon
santo, and Matsushita, and their main argument against the
plausibility standard at the pleading stage is its ostensible
6 The dissent takes heart in the reassurances of plaintiffs’ counsel that
discovery would be “ ‘ “phased” ’ ” and “limited to the existence of the al
leged conspiracy and class certification.” Post, at 593. But determining
whether some illegal agreement may have taken place between unspeci
fied persons at different ILECs (each a multibillion dollar corporation with
legions of management level employees) at some point over seven years
is a sprawling, costly, and hugely time-consuming undertaking not easily
susceptible to the kind of line drawing and case management that the
dissent envisions. Perhaps the best answer to the dissent’s optimism that
antitrust discovery is open to effective judicial control is a more extensive
quotation of the authority just cited, a judge with a background in anti
trust law. Given the system that we have, the hope of effective judicial
supervision is slim:
“The timing is all wrong. The plaintiff files a sketchy complaint (the
Rules of Civil Procedure discourage fulsome documents), and discovery is
launched. A judicial officer does not know the details of the case the
parties will present and in theory cannot know the details. Discovery is
used to find the details. The judicial officer always knows less than the
parties, and the parties themselves may not know very well where they
are going or what they expect to find. A magistrate supervising discov
ery does not—cannot—know the expected productivity of a given request,
because the nature of the requester’s claim and the contents of the files
(or head) of the adverse party are unknown. Judicial officers cannot
measure the costs and benefits to the requester and so cannot isolate impo
sitional requests. Requesters have no reason to disclose their own esti
mates because they gain from imposing costs on rivals (and may lose from
an improvement in accuracy). The portions of the Rules of Civil Proce
dure calling on judges to trim back excessive demands, therefore, have
been, and are doomed to be, hollow. We cannot prevent what we cannot
detect; we cannot detect what we cannot define; we cannot define ‘abusive’
discovery except in theory, because in practice we lack essential informa
tion.” Easterbrook, Discovery as Abuse, 69 B. U. L. Rev. 635, 638–639
(1989) (footnote omitted).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
561 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
conflict with an early statement of ours construing Rule 8.
Justice Black’s opinion for the Court in Conley v. Gibson
spoke not only of the need for fair notice of the grounds for
entitlement to relief but of “the accepted rule that a com
plaint should not be dismissed for failure to state a claim
unless it appears beyond doubt that the plaintiff can prove
no set of facts in support of his claim which would entitle
him to relief.” 355 U. S., at 45–46. This “no set of facts”
language can be read in isolation as saying that any state
ment revealing the theory of the claim will suffice unless
its factual impossibility may be shown from the face of the
pleadings; and the Court of Appeals appears to have read
Conley in some such way when formulating its understand
ing of the proper pleading standard, see 425 F. 3d, at 106,
114 (invoking Conley’s “no set of facts” language in describ
ing the standard for dismissal).7
On such a focused and literal reading of Conley’s “no set
of facts,” a wholly conclusory statement of claim would sur
vive a motion to dismiss whenever the pleadings left open
the possibility that a plaintiff might later establish some “set
of [undisclosed] facts” to support recovery. So here, the
Court of Appeals specifically found the prospect of unearth
ing direct evidence of conspiracy sufficient to preclude dis
missal, even though the complaint does not set forth a single
7 The Court of Appeals also relied on Chief Judge Clark’s suggestion in
Nagler v. Admiral Corp., 248 F. 2d 319 (CA2 1957), that facts indicating
parallel conduct alone suffice to state a claim under § 1. 425 F. 3d, at 114
(citing Nagler, supra, at 325). But Nagler gave no explanation for citing
Theatre Enterprises (which upheld a denial of a directed verdict for plain
tiff on the ground that proof of parallelism was not proof of conspiracy) as
authority that pleading parallel conduct sufficed to plead a Sherman Act
conspiracy. Now that Monsanto Co. v. Spray-Rite Service Corp., 465
U. S. 752 (1984), and Matsushita Elec. Industrial Co. v. Zenith Radio
Corp., 475 U. S. 574 (1986), have made it clear that neither parallel conduct
nor conscious parallelism, taken alone, raise the necessary implication of
conspiracy, it is time for a fresh look at adequacy of pleading when a claim
rests on parallel action.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
562 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
fact in a context that suggests an agreement. 425 F. 3d, at
106, 114. It seems fair to say that this approach to pleading
would dispense with any showing of a “ ‘reasonably founded
hope’ ” that a plaintiff would be able to make a case, see
Dura, 544 U. S., at 347 (quoting Blue Chip Stamps, 421 U. S.,
at 741); Mr. Micawber’s optimism would be enough.
Seeing this, a good many judges and commentators have
balked at taking the literal terms of the Conley passage as
a pleading standard. See, e. g., Car Carriers, 745 F. 2d, at
1106 (“Conley has never been interpreted literally” and, “[i]n
practice, a complaint . . . must contain either direct or infer
ential allegations respecting all the material elements nec
essary to sustain recovery under some viable legal theory”
(internal quotation marks omitted; emphasis and omission in
original)); Ascon Properties, Inc. v. Mobil Oil Co., 866 F. 2d
1149, 1155 (CA9 1989) (tension between Conley’s “no set of
facts” language and its acknowledgment that a plaintiff must
provide the “grounds” on which his claim rests); O’Brien v.
DiGrazia, 544 F. 2d 543, 546, n. 3 (CA1 1976) (“[W]hen a
plaintiff . . . supplies facts to support his claim, we do not
think that Conley imposes a duty on the courts to conjure
up unpleaded facts that might turn a frivolous claim of un
constitutional . . . action into a substantial one”); McGregor
v. Industrial Excess Landfill, Inc., 856 F. 2d 39, 42–43 (CA6
1988) (quoting O’Brien’s analysis); Hazard, From Whom No
Secrets Are Hid, 76 Texas L. Rev. 1665, 1685 (1998) (describ
ing Conley as having “turned Rule 8 on its head”); Marcus,
The Revival of Fact Pleading Under the Federal Rules of
Civil Procedure, 86 Colum. L. Rev. 433, 463–465 (1986) (not
ing tension between Conley and subsequent understandings
of Rule 8).
We could go on, but there is no need to pile up further
citations to show that Conley’s “no set of facts” language has
been questioned, criticized, and explained away long enough.
To be fair to the Conley Court, the passage should be under
stood in light of the opinion’s preceding summary of the com

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
563 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
plaint’s concrete allegations, which the Court quite reason
ably understood as amply stating a claim for relief. But the
passage so often quoted fails to mention this understanding
on the part of the Court, and after puzzling the profession for
50 years, this famous observation has earned its retirement.
The phrase is best forgotten as an incomplete, negative gloss
on an accepted pleading standard: once a claim has been
stated adequately, it may be supported by showing any set of
facts consistent with the allegations in the complaint. See
Sanjuan, 40 F. 3d, at 251 (once a claim for relief has been
stated, a plaintiff “receives the benefit of imagination, so long
as the hypotheses are consistent with the complaint”); ac
cord, Swierkiewicz, 534 U. S., at 514; National Organization
for Women, Inc. v. Scheidler, 510 U. S. 249, 256 (1994); H. J.
Inc. v. Northwestern Bell Telephone Co., 492 U. S. 229, 249–
250 (1989); Hishon v. King & Spalding, 467 U. S. 69, 73
(1984). Conley, then, described the breadth of opportunity
to prove what an adequate complaint claims, not the mini
mum standard of adequate pleading to govern a complaint’s
survival.8
8 Because Conley’s “ ‘no set of facts’ ” language was one of our earliest
statements about pleading under the Federal Rules, it is no surprise that
it has since been “cited as authority” by this Court and others. Post,
at 577. Although we have not previously explained the circumstances and
rejected the literal reading of the passage embraced by the Court of Ap
peals, our analysis comports with this Court’s statements in the years
since Conley. See Dura Pharmaceuticals, Inc. v. Broudo, 544 U. S. 336,
347 (2005) (requiring “ ‘reasonably founded hope that the [discovery] proc
ess will reveal relevant evidence’ ” to support the claim (quoting Blue Chip
Stamps v. Manor Drug Stores, 421 U. S. 723, 741 (1975); alteration in
Dura)); Associated Gen. Contractors of Cal., Inc. v. Carpenters, 459 U. S.
519, 526 (1983) (“It is not . . . proper to assume that [the plaintiff] can
prove facts that it has not alleged or that the defendants have violated
the antitrust laws in ways that have not been alleged”); Wilson v. Schnet
tler, 365 U. S. 381, 383 (1961) (“In the absence of . . . an allegation [that
the arrest was made without probable cause] the courts below could not,
nor can we, assume that respondents arrested petitioner without probable
cause to believe that he had committed . . . a narcotics offense”). Nor are

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
564 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
III
When we look for plausibility in this complaint, we agree
with the District Court that plaintiffs’ claim of conspiracy in
restraint of trade comes up short. To begin with, the com
plaint leaves no doubt that plaintiffs rest their § 1 claim on
descriptions of parallel conduct and not on any independent
allegation of actual agreement among the ILECs. Supra,
at 550–551. Although in form a few stray statements speak
directly of agreement,9 on fair reading these are merely legal
conclusions resting on the prior allegations. Thus, the com
we reaching out to decide this issue in a case where the matter was not
raised by the parties, see post, at 579, since both the ILECs and the Gov
ernment highlight the problems stemming from a literal interpretation of
Conley’s “no set of facts” language and seek clarification of the standard.
Brief for Petitioners 27–28; Brief for United States as Amicus Curiae
22–25; see also Brief for Respondents 17 (describing “[p]etitioners and
their amici” as mounting an “attack on Conley’s ‘no set of facts’ standard”).
The dissent finds relevance in Court of Appeals precedents from the
1940s, which allegedly gave rise to Conley’s “no set of facts” language.
See post, at 580–583. Even indulging this line of analysis, these cases do
not challenge the understanding that, before proceeding to discovery, a
complaint must allege facts suggestive of illegal conduct. See, e. g.,
Leimer v. State Mut. Life Assurance Co. of Worcester, Mass., 108 F. 2d
302, 305 (CA8 1940) (“ ‘[I]f, in view of what is alleged, it can reasonably be
conceived that the plaintiffs . . . could, upon a trial, establish a case which
would entitle them to . . . relief, the motion to dismiss should not have
been granted’ ”); Continental Collieries, Inc. v. Shober, 130 F. 2d 631, 635
(CA3 1942) (“No matter how likely it may seem that the pleader will be
unable to prove his case, he is entitled, upon averring a claim, to an oppor
tunity to try to prove it”). Rather, these cases stand for the unobjection
able proposition that, when a complaint adequately states a claim, it may
not be dismissed based on a district court’s assessment that the plaintiff
will fail to find evidentiary support for his allegations or prove his claim
to the satisfaction of the factfinder. Cf. Scheuer v. Rhodes, 416 U. S. 232,
236 (1974) (a district court weighing a motion to dismiss asks “not whether
a plaintiff will ultimately prevail but whether the claimant is entitled to
offer evidence to support the claims”).
9 See Complaint ¶¶ 51, 64, App. 27, 30–31 (alleging that ILECs engaged
in a “contract, combination or conspiracy” and agreed not to compete with
one another).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
565 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
plaint first takes account of the alleged “absence of any
meaningful competition between [the ILECs] in one anoth
er’s markets,” “the parallel course of conduct that each
[ILEC] engaged in to prevent competition from CLECs,”
“and the other facts and market circumstances alleged [ear
lier]”; “in light of ” these, the complaint concludes “that [the
ILECs] have entered into a contract, combination or conspir
acy to prevent competitive entry into their . . . markets and
have agreed not to compete with one another.” Complaint
¶ 51, App. 27.10 The nub of the complaint, then, is the
ILECs’ parallel behavior, consisting of steps to keep the
CLECs out and manifest disinterest in becoming CLECs
themselves, and its sufficiency turns on the suggestions
raised by this conduct when viewed in light of common eco
nomic experience.11
10 If the complaint had not explained that the claim of agreement
rested on the parallel conduct described, we doubt that the complaint’s
references to an agreement among the ILECs would have given the notice
required by Rule 8. Apart from identifying a 7-year span in which the
§ 1 violations were supposed to have occurred (i. e., “[b]eginning at least
as early as February 6, 1996, and continuing to the present,” id., ¶ 64,
App. 30), the pleadings mentioned no specific time, place, or person in
volved in the alleged conspiracies. This lack of notice contrasts sharply
with the model form for pleading negligence, Form 9, which the dissent
says exemplifies the kind of “bare allegation” that survives a motion to
dismiss. Post, at 576. Whereas the model form alleges that the defend
ant struck the plaintiff with his car while plaintiff was crossing a particu
lar highway at a specified date and time, the complaint here furnishes no
clue as to which of the four ILECs (much less which of their employees)
supposedly agreed, or when and where the illicit agreement took place.
A defendant wishing to prepare an answer in the simple fact pattern laid
out in Form 9 would know what to answer; a defendant seeking to respond
to plaintiffs’ conclusory allegations in the § 1 context would have little idea
where to begin.
11 The dissent’s quotations from the complaint leave the impression that
plaintiffs directly allege illegal agreement; in fact, they proceed exclu
sively via allegations of parallel conduct, as both the District Court and
Court of Appeals recognized. See 313 F. Supp. 2d 174, 182 (SDNY 2003);
425 F. 3d 99, 102–104 (CA2 2005).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
566 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
We think that nothing contained in the complaint invests
either the action or inaction alleged with a plausible sugges
tion of conspiracy. As to the ILECs’ supposed agreement
to disobey the 1996 Act and thwart the CLECs’ attempts to
compete, we agree with the District Court that nothing in
the complaint intimates that the resistance to the upstarts
was anything more than the natural, unilateral reaction of
each ILEC intent on keeping its regional dominance. The
1996 Act did more than just subject the ILECs to competi
tion; it obliged them to subsidize their competitors with their
own equipment at wholesale rates. The economic incentive
to resist was powerful, but resisting competition is routine
market conduct, and even if the ILECs flouted the 1996 Act
in all the ways the plaintiffs allege, see id., ¶ 47, App. 23–24,
there is no reason to infer that the companies had agreed
among themselves to do what was only natural anyway; so
natural, in fact, that if alleging parallel decisions to resist
competition were enough to imply an antitrust conspiracy,
pleading a § 1 violation against almost any group of compet
ing businesses would be a sure thing.
The complaint makes its closest pass at a predicate for
conspiracy with the claim that collusion was necessary be
cause success by even one CLEC in an ILEC’s territory
“would have revealed the degree to which competitive entry
by CLECs would have been successful in the other territo
ries.” Id., ¶ 50, App. 26–27. But, its logic aside, this gen
eral premise still fails to answer the point that there was
just no need for joint encouragement to resist the 1996 Act;
as the District Court said, “each ILEC has reason to want
to avoid dealing with CLECs” and “each ILEC would at
tempt to keep CLECs out, regardless of the actions of the
other ILECs.” 313 F. Supp. 2d, at 184; cf. Kramer v.
Pollock-Krasner Foundation, 890 F. Supp. 250, 256 (SDNY
1995) (while the plaintiff “may believe the defendants
conspired . . . , the defendants’ allegedly conspiratorial ac

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
567 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
tions could equally have been prompted by lawful, independ
ent goals which do not constitute a conspiracy”).12
Plaintiffs’ second conspiracy theory rests on the competi
tive reticence among the ILECs themselves in the wake of
the 1996 Act, which was supposedly passed in the “ ‘hop[e]
that the large incumbent local monopoly companies . . . might
attack their neighbors’ service areas, as they are the best
situated to do so.’ ” Complaint ¶ 38, App. 20 (quoting Con
sumer Federation of America, Lessons from 1996 Telecom
munications Act: Deregulation Before Meaningful Competi
tion Spells Consumer Disaster, p. 12 (Feb. 2000)). Contrary
to hope, the ILECs declined “ ‘to enter each other’s service
territories in any significant way,’ ” Complaint ¶ 38, App. 20,
and the local telephone and high-speed Internet market re
mains highly compartmentalized geographically, with mini
mal competition. Based on this state of affairs, and perceiv
ing the ILECs to be blessed with “especially attractive
business opportunities” in surrounding markets dominated
by other ILECs, the plaintiffs assert that the ILECs’ paral
lel conduct was “strongly suggestive of conspiracy.” Id.,
¶ 40, App. 21.
But it was not suggestive of conspiracy, not if history
teaches anything. In a traditionally unregulated industry
with low barriers to entry, sparse competition among large
firms dominating separate geographical segments of the
market could very well signify illegal agreement, but here
we have an obvious alternative explanation. In the decade
12 From the allegation that the ILECs belong to various trade associa
tions, see Complaint ¶ 46, App. 23, the dissent playfully suggests that they
conspired to restrain trade, an inference said to be “buttressed by the
common sense of Adam Smith.” Post, at 591, 594. If Adam Smith is
peering down today, he may be surprised to learn that his tongue-in-cheek
remark would be authority to force his famous pinmaker to devote finan
cial and human capital to hire lawyers, prepare for depositions, and other
wise fend off allegations of conspiracy; all this just because he belonged to
the same trade guild as one of his competitors when their pins carried the
same price tag.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
568 BELL ATLANTIC CORP. v. TWOMBLY
Opinion of the Court
preceding the 1996 Act and well before that, monopoly was
the norm in telecommunications, not the exception. See
Verizon Communications Inc. v. FCC, 535 U. S. 467, 477–478
(2002) (describing telephone service providers as traditional
public monopolies). The ILECs were born in that world,
doubtless liked the world the way it was, and surely knew
the adage about him who lives by the sword. Hence, a natu
ral explanation for the noncompetition alleged is that the for
mer Government-sanctioned monopolists were sitting tight,
expecting their neighbors to do the same thing.
In fact, the complaint itself gives reasons to believe that
the ILECs would see their best interests in keeping to their
old turf. Although the complaint says generally that the
ILECs passed up “especially attractive business opportuni
t[ies]” by declining to compete as CLECs against other
ILECs, Complaint ¶ 40, App. 21, it does not allege that com
petition as CLECs was potentially any more lucrative than
other opportunities being pursued by the ILECs during the
same period,13 and the complaint is replete with indications
that any CLEC faced nearly insurmountable barriers to
profitability owing to the ILECs’ flagrant resistance to the
network sharing requirements of the 1996 Act, id., ¶ 47, App.
13 The complaint quoted a reported statement of Qwest’s CEO, Richard
Notebaert, to suggest that the ILECs declined to compete against each
other despite recognizing that it “ ‘might be a good way to turn a quick
dollar.’ ” ¶ 42, App. 22 (quoting Chicago Tribune, Oct. 31, 2002, Business
Section, p. 1). This was only part of what he reportedly said, however,
and the District Court was entitled to take notice of the full contents of the
published articles referenced in the complaint, from which the truncated
quotations were drawn. See Fed. Rule Evid. 201.
Notebaert was also quoted as saying that entering new markets as a
CLEC would not be “a sustainable economic model” because the CLEC
pricing model is “just . . . nuts.” Chicago Tribune, Oct. 31, 2002, Business
Section, p. 1 (cited at Complaint ¶ 42, App. 22). Another source cited in
the complaint quotes Notebaert as saying he thought it “unwise” to “base
a business plan” on the privileges accorded to CLECs under the 1996 Act
because the regulatory environment was too unstable. Chicago Tribune,
Dec. 19, 2002, Business Section, p. 2 (cited at Complaint ¶ 45, App. 23).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
569 Cite as: 550 U. S. 544 (2007)
Opinion of the Court
23–26. Not only that, but even without a monopolistic tradi
tion and the peculiar difficulty of mandating shared net
works, “[f]irms do not expand without limit and none of them
enters every market that an outside observer might regard
as profitable, or even a small portion of such markets.”
Areeda & Hovenkamp ¶ 307d, at 155 (Supp. 2006) (comment
ing on the case at bar). The upshot is that Congress may
have expected some ILECs to become CLECs in the legacy
territories of other ILECs, but the disappointment does not
make conspiracy plausible. We agree with the District
Court’s assessment that antitrust conspiracy was not sug
gested by the facts adduced under either theory of the com
plaint, which thus fails to state a valid § 1 claim.14
Plaintiffs say that our analysis runs counter to Swierkie
wicz, 534 U. S., at 508, which held that “a complaint in an
employment discrimination lawsuit [need] not contain spe
cific facts establishing a prima facie case of discrimination
under the framework set forth in McDonnell Douglas Corp.
v. Green, 411 U. S. 792 (1973).” They argue that just as the
prima facie case is a “flexible evidentiary standard” that
“should not be transposed into a rigid pleading standard for
discrimination cases,” Swierkiewicz, supra, at 512, “trans
pos[ing] ‘plus factor’ summary judgment analysis woodenly
into a rigid Rule 12(b)(6) pleading standard . . . would be
unwise,” Brief for Respondents 39. As the District Court
14 In reaching this conclusion, we do not apply any “heightened” pleading
standard, nor do we seek to broaden the scope of Federal Rule of Civil
Procedure 9, which can only be accomplished “ ‘by the process of amending
the Federal Rules, and not by judicial interpretation.’ ” Swierkiewicz v.
Sorema N. A., 534 U. S. 506, 515 (2002) (quoting Leatherman v. Tarrant
County Narcotics Intelligence and Coordination Unit, 507 U. S. 163, 168
(1993)). On certain subjects understood to raise a high risk of abusive
litigation, a plaintiff must state factual allegations with greater particular
ity than Rule 8 requires. Fed. Rules Civ. Proc. 9(b)–(c). Here, our con
cern is not that the allegations in the complaint were insufficiently “partic
ular[ized],” ibid.; rather, the complaint warranted dismissal because it
failed in toto to render plaintiffs’ entitlement to relief plausible.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
570 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
correctly understood, however, “Swierkiewicz did not change
the law of pleading, but simply re-emphasized . . . that the
Second Circuit’s use of a heightened pleading standard for
Title VII cases was contrary to the Federal Rules’ structure
of liberal pleading requirements.” 313 F. Supp. 2d, at 181
(citation and footnote omitted). Even though Swierkiewicz’s
pleadings “detailed the events leading to his termination,
provided relevant dates, and included the ages and nationali
ties of at least some of the relevant persons involved with
his termination,” the Court of Appeals dismissed his com
plaint for failing to allege certain additional facts that Swier
kiewicz would need at the trial stage to support his claim in
the absence of direct evidence of discrimination. Swierkie
wicz, 534 U. S., at 514. We reversed on the ground that the
Court of Appeals had impermissibly applied what amounted
to a heightened pleading requirement by insisting that
Swierkiewicz allege “specific facts” beyond those necessary
to state his claim and the grounds showing entitlement to
relief. Id., at 508.
Here, in contrast, we do not require heightened fact plead
ing of specifics, but only enough facts to state a claim to relief
that is plausible on its face. Because the plaintiffs here have
not nudged their claims across the line from conceivable to
plausible, their complaint must be dismissed.
* * *
The judgment of the Court of Appeals for the Second Cir
cuit is reversed, and the case is remanded for further pro
ceedings consistent with this opinion.
It is so ordered.
Justice Stevens, with whom Justice Ginsburg joins
except as to Part IV, dissenting.
In the first paragraph of its 23-page opinion the Court
states that the question to be decided is whether allegations
that “major telecommunications providers engaged in certain

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
Cite as: 550 U. S. 544 (2007) 571
Stevens, J., dissenting
parallel conduct unfavorable to competition” suffice to state a
violation of § 1 of the Sherman Act. Ante, at 548–549. The
answer to that question has been settled for more than 50
years. If that were indeed the issue, a summary reversal
citing Theatre Enterprises, Inc. v. Paramount Film Distrib
uting Corp., 346 U. S. 537 (1954), would adequately resolve
this case. As Theatre Enterprises held, parallel conduct is
circumstantial evidence admissible on the issue of conspiracy,
but it is not itself illegal. Id., at 540–542.
Thus, this is a case in which there is no dispute about the
substantive law. If the defendants acted independently,
their conduct was perfectly lawful. If, however, that con
duct is the product of a horizontal agreement among poten
tial competitors, it was unlawful. The plaintiffs have al
leged such an agreement and, because the complaint was
dismissed in advance of answer, the allegation has not even
been denied. Why, then, does the case not proceed? Does
a judicial opinion that the charge is not “plausible” provide
a legally acceptable reason for dismissing the complaint? I
think not.
Respondents’ amended complaint describes a variety of
circumstantial evidence and makes the straightforward alle
gation that petitioners
“entered into a contract, combination or conspiracy to
prevent competitive entry in their respective local tele
phone and/or high speed internet services markets and
have agreed not to compete with one another and other
wise allocated customers and markets to one another.”
Amended Complaint in No. 02 CIV. 10220 (GEL)
(SDNY) ¶ 51, App. 27 (hereinafter Complaint).
The complaint explains that, contrary to Congress’ expecta
tion when it enacted the 1996 Telecommunications Act, and
consistent with their own economic self-interests, petitioner
Incumbent Local Exchange Carriers (ILECs) have assidu
ously avoided infringing upon each other’s markets and have

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
572 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
refused to permit nonincumbent competitors to access their
networks. The complaint quotes Richard Notebaert, the
former chief executive officer of one such ILEC, as saying
that competing in a neighboring ILEC’s territory “ ‘might be
a good way to turn a quick dollar but that doesn’t make it
right.’ ” Id., ¶ 42, App. 22. Moreover, respondents allege
that petitioners “communicate amongst themselves” through
numerous industry associations. Id., ¶ 46, App. 23. In sum,
respondents allege that petitioners entered into an agree
ment that has long been recognized as a classic per se viola
tion of the Sherman Act. See Report of the Attorney Gen
eral’s National Committee to Study the Antitrust Laws 26
(1955).
Under rules of procedure that have been well settled since
well before our decision in Theatre Enterprises, a judge rul
ing on a defendant’s motion to dismiss a complaint “must
accept as true all of the factual allegations contained in the
complaint.” Swierkiewicz v. Sorema N. A., 534 U. S. 506,
508, n. 1 (2002); see Overstreet v. North Shore Corp., 318 U. S.
125, 127 (1943). But instead of requiring knowledgeable ex
ecutives such as Notebaert to respond to these allegations
by way of sworn depositions or other limited discovery—and
indeed without so much as requiring petitioners to file an
answer denying that they entered into any agreement—the
majority permits immediate dismissal based on the assur
ances of company lawyers that nothing untoward was afoot.
The Court embraces the argument of those lawyers that
“there is no reason to infer that the companies had agreed
among themselves to do what was only natural anyway,”
ante, at 566; that “there was just no need for joint encourage
ment to resist the 1996 Act,” ibid.; and that the “natural
explanation for the noncompetition alleged is that the former
Government-sanctioned monopolists were sitting tight, ex
pecting their neighbors to do the same thing,” ante, at 568.
The Court and petitioners’ legal team are no doubt correct
that the parallel conduct alleged is consistent with the ab

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
573 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
sence of any contract, combination, or conspiracy. But that
conduct is also entirely consistent with the presence of the
illegal agreement alleged in the complaint. And the charge
that petitioners “agreed not to compete with one another” is
not just one of “a few stray statements,” ante, at 564; it is
an allegation describing unlawful conduct. As such, the
Federal Rules of Civil Procedure, our longstanding prece
dent, and sound practice mandate that the District Court at
least require some sort of response from petitioners before
dismissing the case.
Two practical concerns presumably explain the Court’s
dramatic departure from settled procedural law. Private
antitrust litigation can be enormously expensive, and there
is a risk that jurors may mistakenly conclude that evidence
of parallel conduct has proved that the parties acted pursu
ant to an agreement when they in fact merely made similar
independent decisions. Those concerns merit careful case
management, including strict control of discovery, careful
scrutiny of evidence at the summary judgment stage, and
lucid instructions to juries; they do not, however, justify the
dismissal of an adequately pleaded complaint without even
requiring the defendants to file answers denying a charge
that they in fact engaged in collective decisionmaking.
More importantly, they do not justify an interpretation of
Federal Rule of Civil Procedure 12(b)(6) that seems to be
driven by the majority’s appraisal of the plausibility of the
ultimate factual allegation rather than its legal sufficiency.
I
Rule 8(a)(2) of the Federal Rules requires that a complaint
contain “a short and plain statement of the claim showing
that the pleader is entitled to relief.” The Rule did not come
about by happenstance, and its language is not inadvertent.
The English experience with Byzantine special pleading
rules—illustrated by the hypertechnical Hilary rules of

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
574 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
1834 1—made obvious the appeal of a pleading standard that
was easy for the common litigant to understand and sufficed
to put the defendant on notice as to the nature of the claim
against him and the relief sought. Stateside, David Dudley
Field developed the highly influential New York Code of
1848, which required “[a] statement of the facts constituting
the cause of action, in ordinary and concise language, without
repetition, and in such a manner as to enable a person of
common understanding to know what is intended.” An Act
to Simplify and Abridge the Practice, Pleadings and Pro
ceedings of the Courts of this State, ch. 379, § 120(2), 1848
N. Y. Laws pp. 497, 521. Substantially similar language ap
peared in the Federal Equity Rules adopted in 1912. See
Fed. Equity Rule 25 (requiring “a short and simple state
ment of the ultimate facts upon which the plaintiff asks re
lief, omitting any mere statement of evidence”).
A difficulty arose, however, in that the Field Code and
its progeny required a plaintiff to plead “facts” rather than
“conclusions,” a distinction that proved far easier to say than
to apply. As commentators have noted,
“it is virtually impossible logically to distinguish among
‘ultimate facts,’ ‘evidence,’ and ‘conclusions.’ Essen
tially any allegation in a pleading must be an assertion
that certain occurrences took place. The pleading spec
trum, passing from evidence through ultimate facts to
conclusions, is largely a continuum varying only in the
degree of particularity with which the occurrences are
described.” Weinstein & Distler, Comments on Pro
cedural Reform: Drafting Pleading Rules, 57 Colum.
L. Rev. 518, 520–521 (1957).
See also Cook, Statements of Fact in Pleading Under the
Codes, 21 Colum. L. Rev. 416, 417 (1921) (hereinafter Cook)
(“[T]here is no logical distinction between statements which
are grouped by the courts under the phrases ‘statements of
1 See 9 W. Holdsworth, History of English Law 324–327 (1926).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
575 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
fact’ and ‘conclusions of law’ ”). Rule 8 was directly respon
sive to this difficulty. Its drafters intentionally avoided any
reference to “facts” or “evidence” or “conclusions.” See 5
C. Wright & A. Miller, Federal Practice and Procedure
§ 1216, p. 207 (3d ed. 2004) (hereinafter Wright & Miller)
(“The substitution of ‘claim showing that the pleader is enti
tled to relief ’ for the code formulation of the ‘facts’ constitut
ing a ‘cause of action’ was intended to avoid the distinctions
drawn under the codes among ‘evidentiary facts,’ ‘ultimate
facts,’ and ‘conclusions’ . . . ”).
Under the relaxed pleading standards of the Federal
Rules, the idea was not to keep litigants out of court but
rather to keep them in. The merits of a claim would be
sorted out during a flexible pretrial process and, as appro
priate, through the crucible of trial. See Swierkiewicz, 534
U. S., at 514 (“The liberal notice pleading of Rule 8(a) is
the starting point of a simplified pleading system, which
was adopted to focus litigation on the merits of a claim”).
Charles E. Clark, the “principal draftsman” of the Federal
Rules,2 put it thus:
“Experience has shown . . . that we cannot expect the
proof of the case to be made through the pleadings, and
that such proof is really not their function. We can ex
pect a general statement distinguishing the case from all
others, so that the manner and form of trial and remedy
expected are clear, and so that a permanent judgment
will result.” The New Federal Rules of Civil Proce
dure: The Last Phase—Underlying Philosophy Embod
ied in Some of the Basic Provisions of the New Proce
dure, 23 A. B. A. J. 976, 977 (1937) (hereinafter Clark,
New Federal Rules).
The pleading paradigm under the new Federal Rules was
well illustrated by the inclusion in the appendix of Form 9,
2 Gulfstream Aerospace Corp. v. Mayacamas Corp., 485 U. S. 271, 283
(1988).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
576 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
a complaint for negligence. As relevant, the Form 9 com
plaint states only: “On June 1, 1936, in a public highway
called Boylston Street in Boston, Massachusetts, defendant
negligently drove a motor vehicle against plaintiff who was
then crossing said highway.” Form 9, Complaint for Negli
gence, Forms App., Fed. Rules Civ. Proc., 28 U. S. C. App.,
p. 829 (hereinafter Form 9). The complaint then describes
the plaintiff ’s injuries and demands judgment. The as
serted ground for relief—namely, the defendant’s negligent
driving—would have been called a “ ‘conclusion of law’ ”
under the code pleading of old. See, e. g., Cook 419. But
that bare allegation suffices under a system that “restrict[s]
the pleadings to the task of general notice-giving and in
vest[s] the deposition-discovery process with a vital role in
the preparation for trial.” 3 Hickman v. Taylor, 329 U. S.
495, 501 (1947); see also Swierkiewicz, 534 U. S., at 513, n. 4
(citing Form 9 as an example of “ ‘the simplicity and brevity
of statement which the rules contemplate’ ”); Thomson v.
Washington, 362 F. 3d 969, 970 (CA7 2004) (Posner, J.) (“The
federal rules replaced fact pleading with notice pleading”).
II
It is in the context of this history that Conley v. Gibson,
355 U. S. 41 (1957), must be understood. The Conley plain
tiffs were black railroad workers who alleged that their
union local had refused to protect them against discrimina
tory discharges, in violation of the National Railway Labor
Act. The union sought to dismiss the complaint on the
ground that its general allegations of discriminatory treat
ment by the defendants lacked sufficient specificity. Writing
3 The Federal Rules do impose a “particularity” requirement on “all
averments of fraud or mistake,” Fed. Rule Civ. Proc. 9(b), neither of which
has been alleged in this case. We have recognized that the canon of ex
presio unius est exclusio alterius applies to Rule 9(b). See Leatherman
v. Tarrant County Narcotics Intelligence and Coordination Unit, 507
U. S. 163, 168 (1993).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
577 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
for a unanimous Court, Justice Black rejected the union’s
claim as foreclosed by the language of Rule 8. Id., at 47–48.
In the course of doing so, he articulated the formulation the
Court rejects today: “In appraising the sufficiency of the
complaint we follow, of course, the accepted rule that a com
plaint should not be dismissed for failure to state a claim
unless it appears beyond doubt that the plaintiff can prove
no set of facts in support of his claim which would entitle
him to relief.” Id., at 45–46.
Consistent with the design of the Federal Rules, Conley’s
“no set of facts” formulation permits outright dismissal only
when proceeding to discovery or beyond would be futile.
Once it is clear that a plaintiff has stated a claim that, if true,
would entitle him to relief, matters of proof are appropriately
relegated to other stages of the trial process. Today, how
ever, in its explanation of a decision to dismiss a complaint
that it regards as a fishing expedition, the Court scraps Con
ley’s “no set of facts” language. Concluding that the phrase
has been “questioned, criticized, and explained away long
enough,” ante, at 562, the Court dismisses it as careless
composition.
If Conley’s “no set of facts” language is to be interred, let
it not be without a eulogy. That exact language, which the
majority says has “puzzl[ed] the profession for 50 years,”
ante, at 563, has been cited as authority in a dozen opinions
of this Court and four separate writings.4 In not one of
4 SEC v. Zandford, 535 U. S. 813, 818 (2002); Davis v. Monroe County
Bd. of Ed., 526 U. S. 629, 654 (1999); Hartford Fire Ins. Co. v. California,
509 U. S. 764, 811 (1993); Brower v. County of Inyo, 489 U. S. 593, 598
(1989); Hughes v. Rowe, 449 U. S. 5, 10 (1980) (per curiam); McLain v.
Real Estate Bd. of New Orleans, Inc., 444 U. S. 232, 246 (1980); Estelle v.
Gamble, 429 U. S. 97, 106 (1976); Hospital Building Co. v. Trustees of Rex
Hospital, 425 U. S. 738, 746 (1976); Scheuer v. Rhodes, 416 U. S. 232, 236
(1974); Cruz v. Beto, 405 U. S. 319, 322 (1972) (per curiam); Haines v.
Kerner, 404 U. S. 519, 521 (1972) (per curiam); Jenkins v. McKeithen, 395
U. S. 411, 422 (1969) (plurality opinion); see also Cleveland Bd. of Ed. v.
Loudermill, 470 U. S. 532, 554 (1985) (Brennan, J., concurring in part and

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
578 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
those 16 opinions was the language “questioned,” “criti
cized,” or “explained away.” Indeed, today’s opinion is the
first by any Member of this Court to express any doubt as
to the adequacy of the Conley formulation. Taking their
cues from the federal courts, 26 States and the District of
Columbia utilize as their standard for dismissal of a com
plaint the very language the majority repudiates: whether it
appears “beyond doubt” that “no set of facts” in support of
the claim would entitle the plaintiff to relief.5
dissenting in part); Hoover v. Ronwin, 466 U. S. 558, 587 (1984) (Stevens,
J., dissenting); United Air Lines, Inc. v. Evans, 431 U. S. 553, 561, n. 1
(1977) (Marshall, J., dissenting); Simon v. Eastern Ky. Welfare Rights
Organization, 426 U. S. 26, 55, n. 6 (1976) (Brennan, J., concurring in
judgment).
5 See, e. g., EB Invs., LLC v. Atlantis Development, Inc., 930 So. 2d 502,
507 (Ala. 2005); Department of Health & Social Servs. v. Native Village
of Curyung, 151 P. 3d 388, 396 (Alaska 2006); Newman v. Maricopa Cty.,
167 Ariz. 501, 503, 808 P. 2d 1253, 1255 (App. 1991); Public Serv. Co. of
Colo. v. Van Wyk, 27 P. 3d 377, 385–386 (Colo. 2001) (en banc); Clawson v.
St. Louis Post-Dispatch, LLC, 906 A. 2d 308, 312 (D. C. 2006); Hillman
Constr. Corp. v. Wainer, 636 So. 2d 576, 578 (Fla. App. 1994); Kaplan v.
Kaplan, 266 Ga. 612, 613, 469 S. E. 2d 198, 199 (1996); Wright v. Home
Depot U. S. A., Inc., 111 Haw. 401, 406, 142 P. 3d 265, 270 (2006); Taylor
v. Maile, 142 Idaho 253, 257, 127 P. 3d 156, 160 (2005); Fink v. Bryant,
2001–CC–0987, p. 4 (La. 11/28/01), 801 So. 2d 346, 349; Gagne v. Cianbro
Corp., 431 A. 2d 1313, 1318–1319 (Me. 1981); Gasior v. Massachusetts Gen.
Hospital, 446 Mass. 645, 647, 846 N. E. 2d 1133, 1135 (2006); Ralph Walker,
Inc. v. Gallagher, 926 So. 2d 890, 893 (Miss. 2006); Jones v. Montana Univ.
System, 337 Mont. 1, 7, 155 P. 3d 1247, 1252 (2007); Johnston v. Nebraska
Dept. of Correctional Servs., 270 Neb. 987, 989, 709 N. W. 2d 321, 324
(2006); Blackjack Bonding v. Las Vegas Munic. Ct., 116 Nev. 1213, 1217,
14 P. 3d 1275, 1278 (2000); Shepard v. Ocwen Fed. Bank, 361 N. C. 137,
139, 638 S. E. 2d 197, 199 (2006); Rose v. United Equitable Ins. Co., 2001
ND 154, ¶ 10, 632 N. W. 2d 429, 434; State ex rel. Turner v. Houk, 112 Ohio
St. 3d 561, 562, 2007–Ohio–814, ¶ 5, 862 N. E. 2d 104, 105 (per curiam);
Moneypenney v. Dawson, 2006 OK 53, ¶ 2, 141 P. 3d 549, 551; Gagnon v.
State, 570 A. 2d 656, 659 (R. I. 1990); Osloond v. Farrier, 2003 SD 28, ¶ 4,
659 N. W. 2d 20, 22 (per curiam); Smith v. Lincoln Brass Works, Inc., 712
S. W. 2d 470, 471 (Tenn. 1986); Association of Haystack Property Owners,
Inc. v. Sprague, 145 Vt. 443, 446, 494 A. 2d 122, 124 (1985); In re Coday,

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
579 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
Petitioners have not requested that the Conley formula
tion be retired, nor have any of the six amici who filed briefs
in support of petitioners. I would not rewrite the Nation’s
civil procedure textbooks and call into doubt the pleading
rules of most of its States without far more informed deliber
ation as to the costs of doing so. Congress has established
a process—a rulemaking process—for revisions of that order.
See 28 U. S. C. §§ 2072–2074 (2000 ed. and Supp. IV).
Today’s majority calls Conley’s “ ‘no set of facts’ ” language
“an incomplete, negative gloss on an accepted pleading
standard: once a claim has been stated adequately, it may be
156 Wash. 2d 485, 497, 130 P. 3d 809, 815 (2006) (en banc); Haines v. Hamp
shire Cty. Comm’n, 216 W. Va. 499, 502, 607 S. E. 2d 828, 831 (2004); War
ren v. Hart, 747 P. 2d 511, 512 (Wyo. 1987); see also Malpiede v. Townson,
780 A. 2d 1075, 1082–1083 (Del. 2001) (permitting dismissal only “where
the court determines with reasonable certainty that the plaintiff could
prevail on no set of facts that may be inferred from the well-pleaded alle
gations in the complaint” (internal quotation marks omitted)); Canel v.
Topinka, 212 Ill. 2d 311, 318, 818 N. E. 2d 311, 317 (2004) (replacing “ap
pears beyond doubt” in the Conley formulation with “is clearly apparent”);
In re Young, 522 N. E. 2d 386, 388 (Ind. 1988) (per curiam) (replacing
“appears beyond doubt” with “appears to a certainty”); Barkema v. Wil
liams Pipeline Co., 666 N. W. 2d 612, 614 (Iowa 2003) (holding that a
motion to dismiss should be sustained “only when there exists no conceiv
able set of facts entitling the non-moving party to relief ”); Pioneer Village
v. Bullitt Cty., 104 S. W. 3d 757, 759 (Ky. 2003) (holding that judgment
on the pleadings should be granted “if it appears beyond doubt that the
nonmoving party cannot prove any set of facts that would entitle him/her
to relief ”); Corley v. Detroit Bd. of Ed., 470 Mich. 274, 277, 681 N. W. 2d
342, 345 (2004) (per curiam) (holding that a motion for judgment on the
pleadings should be granted only “ ‘if no factual development could possi
bly justify recovery’ ”); Oberkramer v. Ellisville, 706 S. W. 2d 440, 441
(Mo. 1986) (en banc) (omitting the words “beyond doubt” from the Conley
formulation); Colman v. Utah State Land Bd., 795 P. 2d 622, 624 (Utah
1990) (holding that a motion to dismiss is appropriate “only if it clearly
appears that [the plaintiff] can prove no set of facts in support of his
claim”); NRC Management Servs. Corp. v. First Va. Bank-Southwest, 63
Va. Cir. 68, 70 (2003) (“The Virginia standard is identical [to the Conley
formulation], though the Supreme Court of Virginia may not have used
the same words to describe it”).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
580 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
supported by showing any set of facts consistent with the
allegations in the complaint.” Ante, at 563. This is not and
cannot be what the Conley Court meant. First, as I have
explained, and as the Conley Court well knew, the pleading
standard the Federal Rules meant to codify does not require,
or even invite, the pleading of facts.6 The “pleading stand
ard” label the majority gives to what it reads into the Conley
opinion—a statement of the permissible factual support for
an adequately pleaded complaint—would not, therefore, have
impressed the Conley Court itself. Rather, that Court
would have understood the majority’s remodeling of its lan
guage to express an evidentiary standard, which the Conley
Court had neither need nor want to explicate. Second, it is
pellucidly clear that the Conley Court was interested in what
a complaint must contain, not what it may contain. In fact,
the Court said without qualification that it was “appraising
the sufficiency of the complaint.” 355 U. S., at 45 (emphasis
added). It was, to paraphrase today’s majority, describing
“the minimum standard of adequate pleading to govern a
complaint’s survival,” ante, at 563.
We can be triply sure as to Conley’s meaning by examining
the three Court of Appeals cases the Conley Court cited as
support for the “accepted rule” that “a complaint should not
6 The majority is correct to say that what the Federal Rules require is
a “ ‘showing’ ” of entitlement to relief. Ante, at 555, n. 3. Whether and
to what extent that “showing” requires allegations of fact will depend on
the particulars of the claim. For example, had the amended complaint in
this case alleged only parallel conduct, it would not have made the re
quired “showing.” See supra, at 570–571. Similarly, had the pleadings
contained only an allegation of agreement, without specifying the nature
or object of that agreement, they would have been susceptible to the
charge that they did not provide sufficient notice that the defendants may
answer intelligently. Omissions of that sort instance the type of “bare
ness” with which the Federal Rules are concerned. A plaintiff ’s inability
to persuade a district court that the allegations actually included in her
complaint are “plausible” is an altogether different kind of failing, and one
that should not be fatal at the pleading stage.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
Cite as: 550 U. S. 544 (2007) 581
Stevens, J., dissenting
be dismissed for failure to state a claim unless it appears
beyond doubt that the plaintiff can prove no set of facts in
support of his claim which would entitle him to relief.” 355
U. S., at 45–46. In the first case, Leimer v. State Mut. Life
Assurance Co. of Worcester, Mass., 108 F. 2d 302 (CA8 1940),
the plaintiff alleged that she was the beneficiary of a life
insurance plan and that the insurance company was wrong
fully withholding proceeds from her. In reversing the Dis
trict Court’s grant of the defendant’s motion to dismiss, the
Eighth Circuit noted that court’s own longstanding rule that,
to warrant dismissal, “ ‘it should appear from the allegations
that a cause of action does not exist, rather than that a cause
of action has been defectively stated.’ ” Id., at 305 (quoting
Winget v. Rockwood, 69 F. 2d 326, 329 (CA8 1934)).
The Leimer court viewed the Federal Rules—specifically
Rules 8(a)(2), 12(b)(6), 12(e) (motion for a more definite state
ment), and 56 (motion for summary judgment)—as reinforc
ing the notion that “there is no justification for dismissing a
complaint for insufficiency of statement, except where it ap
pears to a certainty that the plaintiff would be entitled to no
relief under any state of facts which could be proved in sup
port of the claim.” 108 F. 2d, at 306. The court refuted in
the strongest terms any suggestion that the unlikelihood of
recovery should determine the fate of a complaint: “No mat
ter how improbable it may be that she can prove her claim,
she is entitled to an opportunity to make the attempt, and is
not required to accept as final a determination of her rights
based upon inferences drawn in favor of the defendant from
her amended complaint.” Ibid.
The Third Circuit relied on Leimer’s admonition in Conti
nental Collieries, Inc. v. Shober, 130 F. 2d 631 (1942), which
the Conley Court also cited in support of its “no set of facts”
formulation. In a diversity action the plaintiff alleged
breach of contract, but the District Court dismissed the com
plaint on the ground that the contract appeared to be unen
forceable under state law. The Court of Appeals reversed,

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
582 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
concluding that there were facts in dispute that went to the
enforceability of the contract, and that the rule at the plead
ing stage was as in Leimer: “No matter how likely it may
seem that the pleader will be unable to prove his case, he is
entitled, upon averring a claim, to an opportunity to try to
prove it.” 130 F. 3d, at 635.
The third case the Conley Court cited approvingly was
written by Judge Clark himself. In Dioguardi v. Durning,
139 F. 2d 774 (CA2 1944), the pro se plaintiff, an importer of
“tonics,” charged the customs inspector with auctioning off
the plaintiff ’s former merchandise for less than was bid for
it—and indeed for an amount equal to the plaintiff ’s own
bid—and complained that two cases of tonics went missing
three weeks before the sale. The inference, hinted at by the
averments but never stated in so many words, was that the
defendant fraudulently denied the plaintiff his rightful claim
to the tonics, which, if true, would have violated federal law.
Writing six years after the adoption of the Federal Rules he
held the lead rein in drafting, Judge Clark said that the
defendant
“could have disclosed the facts from his point of view, in
advance of a trial if he chose, by asking for a pre-trial
hearing or by moving for a summary judgment with sup
porting affidavits. But, as it stands, we do not see how
the plaintiff may properly be deprived of his day in court
to show what he obviously so firmly believes and what
for present purposes defendant must be taken as admit
ting.” Id., at 775.
As any civil procedure student knows, Judge Clark’s opinion
disquieted the defense bar and gave rise to a movement to
revise Rule 8 to require a plaintiff to plead a “ ‘cause of ac
tion.’ ” See 5 Wright & Miller § 1201, at 86–87. The move
ment failed, see ibid.; Dioguardi was explicitly approved in
Conley; and “[i]n retrospect the case itself seems to be a

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
583 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
routine application of principles that are universally ac
cepted,” 5 Wright & Miller § 1220, at 284–285.
In light of Leimer, Continental Collieries, and Dioguardi,
Conley’s statement that a complaint is not to be dismissed
unless “no set of facts” in support thereof would entitle the
plaintiff to relief is hardly “puzzling,” ante, at 562–563. It
reflects a philosophy that, unlike in the days of code pleading,
separating the wheat from the chaff is a task assigned to
the pretrial and trial process. Conley’s language, in short,
captures the policy choice embodied in the Federal Rules and
binding on the federal courts.
We have consistently reaffirmed that basic understanding
of the Federal Rules in the half century since Conley. For
example, in Scheuer v. Rhodes, 416 U. S. 232 (1974), we re
versed the Court of Appeals’ dismissal on the pleadings
when the respondents, the Governor and other officials of the
State of Ohio, argued that the petitioners’ claims were
barred by sovereign immunity. In a unanimous opinion by
then-Justice Rehnquist, we emphasized:
“When a federal court reviews the sufficiency of a com
plaint, before the reception of any evidence either by
affidavit or admissions, its task is necessarily a limited
one. The issue is not whether a plaintiff will ultimately
prevail but whether the claimant is entitled to offer evi
dence to support the claims. Indeed it may appear on
the face of the pleadings that a recovery is very remote
and unlikely but that is not the test.” Id., at 236 (em
phasis added).
The Rhodes plaintiffs had “alleged generally and in conclu
sory terms” that the defendants, by calling out the National
Guard to suppress the Kent State University student pro
tests, “were guilty of wanton, wilful and negligent conduct.”
Krause v. Rhodes, 471 F. 2d 430, 433 (CA6 1972). We re
versed the Court of Appeals on the ground that “[w]hatever

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
584 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
the plaintiffs may or may not be able to establish as to the
merits of their allegations, their claims, as stated in the com
plaints, given the favorable reading required by the Federal
Rules of Civil Procedure,” were not barred by the Eleventh
Amendment because they were styled as suits against the
defendants in their individual capacities. 416 U. S., at 238.
We again spoke with one voice against efforts to expand
pleading requirements beyond their appointed limits in
Leatherman v. Tarrant County Narcotics Intelligence and
Coordination Unit, 507 U. S. 163 (1993). Writing for the
unanimous Court, Chief Justice Rehnquist rebuffed the Fifth
Circuit’s effort to craft a standard for pleading municipal lia
bility that accounted for “the enormous expense involved
today in litigation,” Leatherman v. Tarrant County Narcot
ics Intelligence and Coordination Unit, 954 F. 2d 1054, 1057
(1992) (internal quotation marks omitted), by requiring a
plaintiff to “state with factual detail and particularity the
basis for the claim which necessarily includes why the
defendant-official cannot successfully maintain the defense of
immunity,” 507 U. S., at 167 (internal quotation marks omit
ted). We found this language inconsistent with Rules 8(a)(2)
and 9(b) and emphasized that motions to dismiss were not
the place to combat discovery abuse: “In the absence of [an
amendment to Rule 9(b)], federal courts and litigants must
rely on summary judgment and control of discovery to weed
out unmeritorious claims sooner rather than later.” Id., at
168–169.
Most recently, in Swierkiewicz, 534 U. S. 506, we were
faced with a case more similar to the present one than the
majority will allow. In discrimination cases, our precedents
require a plaintiff at the summary judgment stage to produce
either direct evidence of discrimination or, if the claim is
based primarily on circumstantial evidence, to meet the
shifting evidentiary burdens imposed under the framework
articulated in McDonnell Douglas Corp. v. Green, 411 U. S.
792 (1973). See, e. g., Trans World Airlines, Inc. v. Thur

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
585 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
ston, 469 U. S. 111, 121 (1985). Swierkiewicz alleged that he
had been terminated on account of national origin in viola
tion of Title VII of the Civil Rights Act of 1964. The Second
Circuit dismissed the suit on the pleadings because he had
not pleaded a prima facie case of discrimination under the
McDonnell Douglas standard.
We reversed in another unanimous opinion, holding that
“under a notice pleading system, it is not appropriate to re
quire a plaintiff to plead facts establishing a prima facie case
because the McDonnell Douglas framework does not apply
in every employment discrimination case.” Swierkiewicz,
534 U. S., at 511. We also observed that Rule 8(a)(2) does
not contemplate a court’s passing on the merits of a litigant’s
claim at the pleading stage. Rather, the “simplified notice
pleading standard” of the Federal Rules “relies on liberal
discovery rules and summary judgment motions to define
disputed facts and issues and to dispose of unmeritorious
claims.” Id., at 512; see Brief for United States et al. as
Amici Curiae in Swierkiewicz v. Sorema N. A., O. T. 2001,
No. 00–1853, p. 10 (stating that a Rule 12(b)(6) motion is not
“an appropriate device for testing the truth of what is as
serted or for determining whether a plaintiff has any evi
dence to back up what is in the complaint” (internal quota
tion marks omitted)).7
As in the discrimination context, we have developed an
evidentiary framework for evaluating claims under § 1 of the
Sherman Act when those claims rest on entirely circumstan
tial evidence of conspiracy. See Matsushita Elec. Indus
7 See also 5 Wright & Miller § 1202, at 89–90 (“[P]leadings under the
rules simply may be a general summary of the party’s position that is
sufficient to advise the other party of the event being sued upon, to pro
vide some guidance in a subsequent proceeding as to what was decided
for purposes of res judicata and collateral estoppel, and to indicate
whether the case should be tried to the court or to a jury. No more is
demanded of the pleadings than this; indeed, history shows that no more
can be performed successfully by the pleadings” (footnotes omitted)).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
586 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
trial Co. v. Zenith Radio Corp., 475 U. S. 574 (1986). Under
Matsushita, a plaintiff ’s allegations of an illegal conspiracy
may not, at the summary judgment stage, rest solely on the
inferences that may be drawn from the parallel conduct of
the defendants. In order to survive a Rule 56 motion, a § 1
plaintiff “must present evidence ‘that tends to exclude the
possibility’ that the alleged conspirators acted independ
ently.’ ” Id., at 588 (quoting Monsanto Co. v. Spray-Rite
Service Corp., 465 U. S. 752, 764 (1984)). That is, the plain
tiff “must show that the inference of conspiracy is reasonable
in light of the competing inferences of independent action or
collusive action.” 475 U. S., at 588.
Everything today’s majority says would therefore make
perfect sense if it were ruling on a Rule 56 motion for sum
mary judgment and the evidence included nothing more than
the Court has described. But it should go without saying
in the wake of Swierkiewicz that a heightened production
burden at the summary judgment stage does not translate
into a heightened pleading burden at the complaint stage.
The majority rejects the complaint in this case because—in
light of the fact that the parallel conduct alleged is consistent
with ordinary market behavior—the claimed conspiracy is
“conceivable” but not “plausible,” ante, at 570. I have my
doubts about the majority’s assessment of the plausibility of
this alleged conspiracy. See Part III, infra. But even if
the majority’s speculation is correct, its “plausibility” stand
ard is irreconcilable with Rule 8 and with our governing
precedents. As we made clear in Swierkiewicz and Leath
erman, fear of the burdens of litigation does not justify
factual conclusions supported only by lawyers’ arguments
rather than sworn denials or admissible evidence.
This case is a poor vehicle for the Court’s new plead
ing rule, for we have observed that “in antitrust cases,
where ‘the proof is largely in the hands of the alleged con
spirators,’ . . . dismissals prior to giving the plaintiff ample

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
587 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
opportunity for discovery should be granted very sparingly.”
Hospital Building Co. v. Trustees of Rex Hospital, 425 U. S.
738, 746 (1976) (quoting Poller v. Columbia Broadcasting
System, Inc., 368 U. S. 464, 473 (1962)); see also Knuth v.
Erie-Crawford Dairy Cooperative Assn., 395 F. 2d 420, 423
(CA3 1968) (“The ‘liberal’ approach to the consideration of
antitrust complaints is important because inherent in such
an action is the fact that all the details and specific facts
relied upon cannot properly be set forth as part of the plead
ings”). Moreover, the fact that the Sherman Act authorizes
the recovery of treble damages and attorney’s fees for suc
cessful plaintiffs indicates that Congress intended to encour
age, rather than discourage, private enforcement of the law.
See Radovich v. National Football League, 352 U. S. 445,
454 (1957) (“Congress itself has placed the private antitrust
litigant in a most favorable position . . . . In the face of such
a policy this Court should not add requirements to burden
the private litigant beyond what is specifically set forth by
Congress in those laws”). It is therefore more, not less, im
portant in antitrust cases to resist the urge to engage in
armchair economics at the pleading stage.
The same year we decided Conley, Judge Clark wrote,
presciently,
“I fear that every age must learn its lesson that special
pleading cannot be made to do the service of trial and
that live issues between active litigants are not to be
disposed of or evaded on the paper pleadings, i. e., the
formalistic claims of the parties. Experience has found
no quick and easy short cut for trials in cases generally
and antitrust cases in particular.” Special Pleading in
the “Big Case”? in Procedure—The Handmaid of Justice
147, 148 (C. Wright & H. Reasoner eds. 1965) (herein
after Clark, Special Pleading in the Big Case) (empha
sis added).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
588 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
In this “Big Case,” the Court succumbs to the temptation
that previous Courts have steadfastly resisted.8 While the
majority assures us that it is not applying any “ ‘height
ened’ ” pleading standard, see ante, at 569, n. 14, I shall now
explain why I have a difficult time understanding its opinion
any other way.
III
The Court does not suggest that an agreement to do what
the plaintiffs allege would be permissible under the antitrust
laws, see, e. g., Associated Gen. Contractors of Cal., Inc. v.
Carpenters, 459 U. S. 519, 526–527 (1983). Nor does the
Court hold that these plaintiffs have failed to allege an injury
entitling them to sue for damages under those laws, see
Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U. S. 477,
489–490 (1977). Rather, the theory on which the Court per
8 Our decision in Dura Pharmaceuticals, Inc. v. Broudo, 544 U. S. 336
(2005), is not to the contrary. There, the plaintiffs failed adequately to
allege loss causation, a required element in a private securities fraud ac
tion. Because it alleged nothing more than that the prices of the securi
ties the plaintiffs purchased were artificially inflated, the Dura complaint
failed to “provid[e] the defendants with notice of what the relevant eco
nomic loss might be or of what the causal connection might be between
that loss and the [alleged] misrepresentation.” Id., at 347. Here, the
failure the majority identifies is not a failure of notice—which “notice
pleading” rightly condemns—but rather a failure to satisfy the Court that
the agreement alleged might plausibly have occurred. That being a ques
tion not of notice but of proof, it should not be answered without first
hearing from the defendants (as apart from their lawyers).
Similarly, in Associated Gen. Contractors of Cal., Inc. v. Carpenters, 459
U. S. 519 (1983), in which we also found an antitrust complaint wanting, the
problem was not that the injuries the plaintiffs alleged failed to satisfy
some threshold of plausibility, but rather that the injuries as alleged were
not “the type that the antitrust statute was intended to forestall.” Id.,
at 540; see id., at 526 (“As the case comes to us, we must assume that the
Union can prove the facts alleged in its amended complaint. It is not,
however, proper to assume that the Union can prove facts that it has not
alleged or that the defendants have violated the antitrust laws in ways
that have not been alleged”).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
589 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
mits dismissal is that, so far as the Federal Rules are con
cerned, no agreement has been alleged at all. This is a
mind-boggling conclusion.
As the Court explains, prior to the enactment of the Tele
communications Act of 1996 the law prohibited the defend
ants from competing with each other. The new statute was
enacted to replace a monopolistic market with a competitive
one. The Act did not merely require the regional monopo
lists to take affirmative steps to facilitate entry to new com
petitors, see Verizon Communications Inc. v. Law Offices of
Curtis V. Trinko, LLP, 540 U. S. 398, 402 (2004); it also per
mitted the existing firms to compete with each other and to
expand their operations into previously forbidden territory.
See 47 U. S. C. § 271. Each of the defendants decided not
to take the latter step. That was obviously an extremely
important business decision, and I am willing to presume
that each company acted entirely independently in reaching
that decision. I am even willing to entertain the majority’s
belief that any agreement among the companies was unlikely.
But the plaintiffs allege in three places in their complaint,
¶¶ 4, 51, 64, App. 11, 27, 30, that the ILECs did in fact agree
both to prevent competitors from entering into their local
markets and to forgo competition with each other. And as
the Court recognizes, at the motion to dismiss stage, a judge
assumes “that all the allegations in the complaint are true
(even if doubtful in fact).” Ante, at 555.
The majority circumvents this obvious obstacle to dis
missal by pretending that it does not exist. The Court ad
mits that “in form a few stray statements in the complaint
speak directly of agreement,” but disregards those allega
tions by saying that “on fair reading these are merely legal
conclusions resting on the prior allegations” of parallel con
duct. Ante, at 564. The Court’s dichotomy between factual
allegations and “legal conclusions” is the stuff of a bygone
era, supra, at 574–576. That distinction was a defining fea
ture of code pleading, see generally Clark, The Complaint in

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
590 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
Code Pleading, 35 Yale L. J. 259 (1925–1926), but was conspic
uously abolished when the Federal Rules were enacted in
1938. See United States v. Employing Plasterers Assn. of
Chicago, 347 U. S. 186, 188 (1954) (holding, in an antitrust
case, that the Government’s allegations of effects on inter
state commerce must be taken into account in deciding
whether to dismiss the complaint “[w]hether these charges
be called ‘allegations of fact’ or ‘mere conclusions of the
pleader’ ”); Brownlee v. Conine, 957 F. 2d 353, 354 (CA7 1992)
(“The Federal Rules of Civil Procedure establish a system
of notice pleading rather than of fact pleading, . . . so the
happenstance that a complaint is ‘conclusory,’ whatever ex
actly that overused lawyers’ cliche´ means, does not automati
cally condemn it”); Walker Distributing Co. v. Lucky Lager
Brewing Co., 323 F. 2d 1, 3–4 (CA9 1963) (“[O]ne purpose of
Rule 8 was to get away from the highly technical distinction
between statements of fact and conclusions of law . . . ”); Oil,
Chemical & Atomic Workers Int’l Union v. Delta, 277 F. 2d
694, 697 (CA6 1960) (“Under the notice system of pleading
established by the Rules of Civil Procedure, . . . the ancient
distinction between pleading ‘facts’ and ‘conclusions’ is no
longer significant”); 5 Wright & Miller § 1218, at 267 (“[T]he
federal rules do not prohibit the pleading of facts or legal
conclusions as long as fair notice is given to the parties”).
“Defendants entered into a contract” is no more a legal con
clusion than “defendant negligently drove,” see Form 9;
supra, at 575–576. Indeed it is less of one.9
9 The Court suggests that the allegation of an agreement, even if cred
ited, might not give the notice required by Rule 8 because it lacks specific
ity. Ante, at 565, n. 10. The remedy for an allegation lacking sufficient
specificity to provide adequate notice is, of course, a Rule 12(e) motion for
a more definite statement. See Swierkiewicz v. Sorema N. A., 534 U. S.
506, 514 (2002). Petitioners made no such motion and indeed have con
ceded that “[o]ur problem with the current complaint is not a lack of speci
ficity, it’s quite specific.” Tr. of Oral Arg. 14. Thus, the fact that “the
pleadings mentioned no specific time, place, or persons involved in the
alleged conspiracies,” ante, at 565, n. 10, is, for our purposes, academic.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
591 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
Even if I were inclined to accept the Court’s anachronistic
dichotomy and ignore the complaint’s actual allegations,
I would dispute the Court’s suggestion that any inference of
agreement from petitioners’ parallel conduct is “implausi
ble.” Many years ago a truly great economist perceptively
observed that “[p]eople of the same trade seldom meet to
gether, even for merriment and diversion, but the conversa
tion ends in a conspiracy against the public, or in some con
trivance to raise prices.” A. Smith, An Inquiry Into the
Nature and Causes of the Wealth of Nations, in 39 Great
Books of the Western World 55 (R. Hutchins & M. Adler eds.
1952). I am not so cynical as to accept that sentiment at
face value, but I need not do so here. Respondents’ com
plaint points not only to petitioners’ numerous opportunities
to meet with each other, Complaint ¶ 46, App. 23,10 but also
to Notebaert’s curious statement that encroaching on a fel
low incumbent’s territory “might be a good way to turn a
quick dollar but that doesn’t make it right,” id., ¶ 42, App. 22.
What did he mean by that? One possible (indeed plausible)
inference is that he meant that while it would be in his
company’s economic self-interest to compete with its breth
ren, he had agreed with his competitors not to do so. Ac
cording to the complaint, that is how the Illinois Coalition
for Competitive Telecom construed Notebaert’s statement,
id., ¶ 44, App. 22 (calling the statement “evidence of potential
collusion among regional Bell phone monopolies to not com
10 The Court describes my reference to the allegation that the defend
ants belong to various trade associations as “playfully” suggesting that
the defendants conspired to restrain trade. Ante, at 567, n. 12. Quite
the contrary: An allegation that competitors meet on a regular basis, like
the allegations of parallel conduct, is consistent with—though not suffi
cient to prove—the plaintiffs’ entirely serious and unequivocal allegation
that the defendants entered into an unlawful agreement. Indeed, if it
were true that the plaintiffs “rest their § 1 claim on descriptions of parallel
conduct and not on any independent allegation of actual agreement among
the ILECs,” ante, at 564, there would have been no purpose in including
a reference to the trade association meetings in the amended complaint.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
592 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
pete against one another and kill off potential competitors in
local phone service”), and that is how Members of Congress
construed his company’s behavior, id., ¶ 45, App. 23 (describ
ing a letter to the Justice Department requesting an investi
gation into the possibility that the ILECs’ “ ‘very apparent
non-competition policy’ ” was coordinated).
Perhaps Notebaert meant instead that competition would
be sensible in the short term but not in the long run. That’s
what his lawyers tell us anyway. See Brief for Petitioners
36. But I would think that no one would know better what
Notebaert meant than Notebaert himself. Instead of per
mitting respondents to ask Notebaert, however, the Court
looks to other quotes from that and other articles and decides
that what he meant was that entering new markets as a com
petitive local exchange carrier would not be a “ ‘sustainable
economic model.’ ” Ante, at 568, n. 13. Never mind that—
as anyone ever interviewed knows—a newspaper article is
hardly a verbatim transcript; the writer selects quotes to
package his story, not to record a subject’s views for poster
ity. But more importantly the District Court was required
at this stage of the proceedings to construe Notebaert’s am
biguous statement in the plaintiffs’ favor.11 See Allen v.
Wright, 468 U. S. 737, 767–768, n. 1 (1984) (Brennan, J., dis
senting). The inference the statement supports—that si
multaneous decisions by ILECs not even to attempt to poach
customers from one another once the law authorized them to
11 It is ironic that the Court seeks to justify its decision to draw factual
inferences in the defendants’ favor at the pleading stage by citing to a
rule of evidence, ante, at 568, n. 13. Under Federal Rule of Evidence
201(b), a judicially noticed fact “must be one not subject to reasonable
dispute in that it is either (1) generally known within the territorial juris
diction of the trial court or (2) capable of accurate and ready determination
by resort to sources whose accuracy cannot reasonably be questioned.”
Whether Notebaert’s statements constitute evidence of a conspiracy is
hardly beyond reasonable dispute.

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
593 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
do so were the product of an agreement—sits comfortably
within the realm of possibility. That is all the Rules require.
To be clear, if I had been the trial judge in this case,
I would not have permitted the plaintiffs to engage in mas
sive discovery based solely on the allegations in this com
plaint. On the other hand, I surely would not have dis
missed the complaint without requiring the defendants to
answer the charge that they “have agreed not to compete
with one another and otherwise allocated customers and
markets to one another.” 12 Complaint, ¶ 51, App. 27. Even
a sworn denial of that charge would not justify a summary
dismissal without giving the plaintiffs the opportunity to
take depositions from Notebaert and at least one responsible
executive representing each of the other defendants.
Respondents in this case proposed a plan of “ ‘phased dis
covery’ ” limited to the existence of the alleged conspiracy
and class certification. Brief for Respondents 25–26. Two
petitioners rejected the plan. Ibid. Whether or not re
spondents’ proposed plan was sensible, it was an appropriate
subject for negotiation.13 Given the charge in the com
12 The Court worries that a defendant seeking to respond to this “conclu
sory” allegation “would have little idea where to begin.” Ante, at 565,
n. 10. A defendant could, of course, begin by either denying or admitting
the charge.
13 The potential for “sprawling, costly, and hugely time-consuming” dis
covery, ante, at 560, n. 6, is no reason to throw the baby out with the
bathwater. The Court vastly underestimates a district court’s case
management arsenal. Before discovery even begins, the court may grant
a defendant’s Rule 12(e) motion; Rule 7(a) permits a trial court to order a
plaintiff to reply to a defendant’s answer, see Crawford-El v. Britton, 523
U. S. 574, 598 (1998); and Rule 23 requires “rigorous analysis” to ensure
that class certification is appropriate, General Telephone Co. of Southwest
v. Falcon, 457 U. S. 147, 161 (1982); see In re Initial Public Offering Secu
rities Litigation, 471 F. 3d 24 (CA2 2006) (holding that a district court
may not certify a class without ruling that each Rule 23 requirement is
met, even if a requirement overlaps with a merits issue). Rule 16 invests
a trial judge with the power, backed by sanctions, to regulate pretrial

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
594 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
plaint—buttressed by the common sense of Adam Smith—
I cannot say that the possibility that joint discussions and
perhaps some agreements played a role in petitioners’ de
cisionmaking process is so implausible that dismissing the
complaint before any defendant has denied the charge is
preferable to granting respondents even a minimal opportu
proceedings via conferences and scheduling orders, at which the parties
may discuss, inter alia, “the elimination of frivolous claims or defenses,”
Rule 16(c)(1); “the necessity or desirability of amendments to the plead
ings,” Rule 16(c)(2); “the control and scheduling of discovery,” Rule
16(c)(6); and “the need for adopting special procedures for managing po
tentially difficult or protracted actions that may involve complex issues,
multiple parties, difficult legal questions, or unusual proof problems,” Rule
16(c)(12). Subsequently, Rule 26 confers broad discretion to control the
combination of interrogatories, requests for admissions, production re
quests, and depositions permitted in a given case; the sequence in which
such discovery devices may be deployed; and the limitations imposed upon
them. See 523 U. S., at 598–599. Indeed, Rule 26(c) specifically permits
a court to take actions “to protect a party or person from annoyance,
embarrassment, oppression, or undue burden or expense” by, for example,
disallowing a particular discovery request, setting appropriate terms and
conditions, or limiting its scope.
In short, the Federal Rules contemplate that pretrial matters will be
settled through a flexible process of give and take, of proffers, stipulations,
and stonewalls, not by having trial judges screen allegations for their plau
sibility vel non without requiring an answer from the defendant. See
Societe Internationale pour Participations Industrielles et Commercia
les, S. A. v. Rogers, 357 U. S. 197, 206 (1958) (“Rule 34 is sufficiently flexible
to be adapted to the exigencies of particular litigation”). And should it
become apparent over the course of litigation that a plaintiff ’s filings be
speak an in terrorem suit, the district court has at its call its own in
terrorem device, in the form of a wide array of Rule 11 sanctions. See
Rules 11(b), (c) (authorizing sanctions if a suit is presented “for any im
proper purpose, such as to harass or to cause unnecessary delay or need
less increase in the cost of litigation”); see Business Guides, Inc. v. Chro
matic Communications Enterprises, Inc., 498 U. S. 533 (1991) (holding
that Rule 11 applies to a represented party who signs a pleading, motion,
or other papers, as well as to attorneys); Atkins v. Fischer, 232 F. R. D.
116, 126 (DC 2005) (“As possible sanctions pursuant to Rule 11, the court
has an arsenal of options at its disposal”).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
595 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
nity to prove their claims. See Clark, New Federal Rules
977 (“[T]hrough the weapons of discovery and summary
judgment we have developed new devices, with more appro
priate penalties to aid in matters of proof, and do not need
to force the pleadings to their less appropriate function”).
I fear that the unfortunate result of the majority’s new
pleading rule will be to invite lawyers’ debates over eco
nomic theory to conclusively resolve antitrust suits in the
absence of any evidence. It is no surprise that the antitrust
defense bar—among whom “lament” as to inadequate judicial
supervision of discovery is most “common,” see ante, at
559—should lobby for this state of affairs. But “we must
recall that their primary responsibility is to win cases for
their clients, not to improve law administration for the pub
lic.” Clark, Special Pleading in the Big Case 152. As we
did in our prior decisions, we should have instructed them
that their remedy was to seek to amend the Federal Rules—
not our interpretation of them.14 See Swierkiewicz, 534
U. S., at 515; Crawford-El v. Britton, 523 U. S. 574, 595
(1998); Leatherman, 507 U. S., at 168.
IV
Just a few weeks ago some of my colleagues explained that
a strict interpretation of the literal text of statutory lan
14 Given his “background in antitrust law,” ante, at 560, n. 6, Judge East
erbrook has recognized that the most effective solution to discovery abuse
lies in the legislative and rulemaking arenas. He has suggested that the
remedy for the ills he complains of requires a revolution in the rules of
civil procedure:
“Perhaps a system in which judges pare away issues and focus [on] in
vestigation is too radical to contemplate in this country—although it pre
vailed here before 1938, when the Federal Rules of Civil Procedure were
adopted. The change could not be accomplished without abandoning no
tice pleading, increasing the number of judicial officers, and giving them
more authority . . . . If we are to rule out judge-directed discovery, how
ever, we must be prepared to pay the piper. Part of the price is the high
cost of unnecessary discovery—impositional and otherwise.” Discovery
as Abuse, 69 B. U. L. Rev. 635, 645 (1989).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
596 BELL ATLANTIC CORP. v. TWOMBLY
Stevens, J., dissenting
guage is essential to avoid judicial decisions that are not
faithful to the intent of Congress. Zuni Public School Dist.
No. 89 v. Department of Education, ante, p. 108 (Scalia, J.,
dissenting). I happen to believe that there are cases in
which other tools of construction are more reliable than text,
but I agree of course that congressional intent should guide
us in matters of statutory interpretation. Ante, at 106
(Stevens, J., concurring). This is a case in which the inten
tions of the drafters of three important sources of law—the
Sherman Act, the Telecommunications Act of 1996, and the
Federal Rules of Civil Procedure—all point unmistakably in
the same direction, yet the Court marches resolutely the
other way. Whether the Court’s actions will benefit only
defendants in antitrust treble-damages cases, or whether its
test for the sufficiency of a complaint will inure to the benefit
of all civil defendants, is a question that the future will an
swer. But that the Court has announced a significant new
rule that does not even purport to respond to any congres
sional command is glaringly obvious.
The transparent policy concern that drives the decision is
the interest in protecting antitrust defendants—who in this
case are some of the wealthiest corporations in our econ
omy—from the burdens of pretrial discovery. Ante, at 558–
560. Even if it were not apparent that the legal fees peti
tioners have incurred in arguing the merits of their Rule
12(b) motion have far exceeded the cost of limited discovery,
or that those discovery costs would burden respondents as
well as petitioners,15 that concern would not provide an ade
quate justification for this law-changing decision. For in the
final analysis it is only a lack of confidence in the ability of
trial judges to control discovery, buttressed by appellate
judges’ independent appraisal of the plausibility of pro
15 It would be quite wrong, of course, to assume that dismissal of an
antitrust case after discovery is costless to plaintiffs. See Fed. Rule Civ.
Proc. 54(d)(1) (“[C]osts other than attorneys’ fees shall be allowed as of
course to the prevailing party unless the court otherwise directs”).

550US2 Unit: $U45 [07-24-10 11:12:15] PAGES PGT: OPIN
597 Cite as: 550 U. S. 544 (2007)
Stevens, J., dissenting
foundly serious factual allegations, that could account for
this stark break from precedent.
If the allegation of conspiracy happens to be true, today’s
decision obstructs the congressional policy favoring competi
tion that undergirds both the Telecommunications Act of
1996 and the Sherman Act itself. More importantly, even
if there is abundant evidence that the allegation is untrue,
directing that the case be dismissed without even looking at
any of that evidence marks a fundamental—and unjustified—
change in the character of pretrial practice.
Accordingly, I respectfully dissent.