In re: Crop Inputs Antitrust Litigation ------------------------------ Darren… v. Bayer CropScience LP

United States Court of Appeals
For the Eighth Circuit
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No. 24-3104
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In re: Crop Inputs Antitrust Litigation
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Darren Duncan, Individually and on behalf of all others similarly situated; Jones
Planting Co. III, On behalf of itself and all others similarly situated; Charles Lex;
John C. Swanson, individually and on behalf of all others similarly situated; James
Koch, doing business as Vienna Echo Farms; Melinda Budde, on behalf of herself
and all others similarly situated; Randi Handwerk, on behalf of himself
individually and all others similarly situated; John Vehrenkamp; Justin Pic; Dan
Flaten, on behalf of himself individually and all others similarly situated; Ryan
Bros., Inc., on behalf of themselves and all others similarly situated; Michael J.
Ryan, on behalf of themselves and all others similarly situated; Leon Pfaff, on
behalf of himself individually and all others similarly situated,
lllllllllllllllllllllPlaintiffs - Appellants,
B. Carlson, on behalf of himself individually and all others similarly situated;
Barbara Piper, Executrix of the Estate of Michael Piper, deceased, on behalf of
herself and all others similarly situated,
lllllllllllllllllllllPlaintiffs,
Jason Canjar, on behalf of himself and all others similarly situated, doing business
as Yedinak Registered Holsteins,
lllllllllllllllllllllPlaintiff - Appellant,
B & H Farming; Tyche Ag. LLC; Ceres Ag. LLC; Cedar Draw LLC; Little Omega,
lllllllllllllllllllllPlaintiffs,

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Eagle Lake Farms Partnership, individually and on behalf of all others similarly
situated; Brad DeKrey; Tyler Schultz, on behalf of himself individually and all
others similarly situated; Hapka Farms, Inc.; Amy Hapka; Beeman Berry Farm,
LLC, Individually and on behalf of all others similarly situated; Wunsch Farms,
Individually and on behalf of all others similarly situated; Kenneth Beck, on
behalf of himself and all others similarly situated; Duane Peiffer, Individually and
on behalf of all others similarly situated; Tom Burke, f/k/a Tom Burke Farms,
lllllllllllllllllllllPlaintiffs - Appellants,
Keith Lyle Bailey, individually and as Trustee of the Effie Bailey Land Trust, on
behalf of themselves and all similarly situated,
lllllllllllllllllllllPlaintiff,
George Potzner, individually and on behalf of all others similarly situated; JSB
Farms, LLC, individually and on behalf of all others similarly situated
lllllllllllllllllllllPlaintiffs - Appellants,
Keith Lyle Bailey,
lllllllllllllllllllllPlaintiff,
Mark Krieger; Krieger Family Farms, LLC,
lllllllllllllllllllllPlaintiffs - Appellants.
v.
Bayer CropScience LP; Bayer CropScience Inc.; Corteva, Inc.; Cargill,
Incorporated; BASF Corporation, a Delaware limited company for corporate
parent BASF USA Holding LLC; Syngenta Corporation; Winfield Solutions,
LLC; Univar Solutions USA, LLC., formerly known as Univar Solutions, Inc.;
Federated Co-Operatives, Ltd.; CHS, Inc.; Nutrien AG Solutions, Inc.; Growmark,
Inc., doing business as Farm Supply agent of FS; Simplot AB Retail Sub, Inc.,
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formerly known as Pinnacle Agriculture Distribution, Inc.; Tenkoz, Inc.; Pioneer
Hi-Bred International, Inc.; Growmark FS, LLC,
lllllllllllllllllllllDefendants - Appellees.
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Appeal from United States District Court
for the Eastern District of Missouri - St. Louis
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Submitted: November 18, 2025
Filed: April 6, 2026
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Before COLLOTON, Chief Judge, SHEPHERD and ERICKSON, Circuit Judges.
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COLLOTON, Chief Judge.
Several farms and farmers sued a group of manufacturers, wholesalers, and
retailers, alleging that they conspired to obscure pricing data for “crop inputs”—seeds
and crop-protection chemicals—thereby forcing the farmers to pay higher prices. See
15 U.S.C. § 1. The district court1 determined that the complaint failed to state a claim
for relief, and granted the defendants’ joint motion to dismiss. In re Crop Inputs
Antitrust Litig., 749 F. Supp. 3d 992 (E.D. Mo. 2024). We affirm.
I.
This appeal arises from a complaint filed in the Southern District of Illinois in
January 2021. The Judicial Panel on Multidistrict Litigation consolidated twenty-
1The Honorable Sarah E. Pitlyk, United States District Judge for the Eastern
District of Missouri.
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eight similar actions in the Eastern District of Missouri after concluding that they
“involve common factual allegations about defendants’ anticompetitive conduct,
including a group boycott of electronic sales platforms and price fixing . . . of crop
inputs.” In September 2021, the plaintiffs filed a consolidated amended complaint.
The plaintiffs seek to represent a class and two subclasses consisting of persons
and entities who purchased a crop input “as early as January 1, 2014” from the
defendants or through the defendants’ authorized retailers. The plaintiffs alleged that
the defendants conspired to establish “a secretive distribution process that keeps Crop
Inputs prices inflated at supracompetitive levels,” in violation of § 1 of the Sherman
Act, the Racketeer Influenced and Corrupt Organizations Act (RICO), and various
state laws. The plaintiffs seek injunctive relief and damages.
The plaintiffs allege that e-commerce sales platforms for crop inputs rapidly
gained success among farms and farmers starting in 2014. These platforms allegedly
threatened the market position of defendants through two means: by directly selling
crop inputs and by increasing transparency for product prices. The platforms
provided farmers with easy access to product information—such as prices that other
farmers were paying for the same crop inputs—that farmers then used as leverage in
negotiations with retailers.
Farmers Business Network is one such e-commerce platform. Twelve thousand
farmers signed up for the Network’s service that provided pricing data on crop inputs,
and six thousand farmers signed up for the network’s electronic sales platform. In
light of this success, the defendants allegedly conspired to boycott these e-commerce
platforms and agreed not to sell crop inputs to them. The defendants allegedly had
a strong motive to preserve the then-current market structure, because the platforms’
price transparency would make it effectively impossible for the defendants to keep
prices confidential and to raise them “artificially.”
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The district court granted the defendants’ joint motion to dismiss the
consolidated amended complaint for failure to state a claim. On the antitrust claim,
the court concluded that the plaintiffs did not adequately allege parallel conduct by
the defendants. The court dismissed the claim with prejudice because the plaintiffs
“were on notice of the deficiencies identified in the motion to dismiss for months
before they filed the [complaint].” The court also dismissed the RICO claim with
prejudice and declined to exercise supplemental jurisdiction over plaintiffs’ state law
claims. On appeal, the plaintiffs challenge only the dismissal of the antitrust claim.
We review the grant of a motion to dismiss de novo. To survive a motion to
dismiss, “a complaint must contain sufficient factual matter, accepted as true, to ‘state
a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). We do not
accept as true allegations that “amount to nothing more than a formulaic recitation of
the elements” of a claim. Id. at 681 (internal quotation omitted).
II.
Section one of the Sherman Act prohibits “only restraints effected by a
contract, combination, or conspiracy.” Twombly, 550 U.S. at 553 (internal quotation
omitted). Therefore, the “‘crucial question’ is whether the challenged anticompetitive
conduct ‘stem[s] from independent decision or from an agreement, tacit or express.’”
Id. (alteration in original) (quoting Theatre Enters., Inc. v. Paramount Film Distrib.
Corp., 346 U.S. 537, 540 (1954)). The plaintiff must plead parallel conduct and then
“something more,” id. at 560, commonly described as a “plus factor.” See Blomkest
Fertilizer, Inc. v. Potash Corp. of Saskatchewan, 203 F.3d 1028, 1033 (8th Cir. 2000)
(en banc); In re Dynamic Random Access Memory (DRAM) Indirect Purchaser
Antitrust Litig., 28 F.4th 42, 47 (9th Cir. 2022).
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Determining whether the complaint as a whole states a plausible claim for relief
is a context-specific task that requires the court to draw on judicial experience and
common sense. Iqbal, 556 U.S. at 679. Having reviewed the allegations, we agree
with the district court that the plaintiffs failed adequately to plead parallel conduct by
the defendants.
First, one set of allegations includes “threadbare recitals of the elements” of a
Sherman Act claim, “supported by mere conclusory statements.” Id. at 678. For
example, the plaintiffs allege that the “Retailer Defendants and the Wholesaler
Defendants knew that retaining their market positions . . . depended on excluding
ecommerce sales platforms from the market, so they conspired to eliminate the
platforms’ product supply.” Consolidated Am. Compl. ¶ 93. The plaintiffs also
allege that farmers have been deprived of the opportunity to purchase crop inputs at
transparent prices “[a]s a result of the Defendants’ coordinated boycott.” Id. ¶ 111.
They further allege that “[t]he Manufacturer Defendants agreed with the Wholesaler
and Retailer Defendants to cut off the supply of Crop Inputs to ecommerce Crop
Inputs sales platforms and Defendants initiated a joint boycott.” Id. ¶ 96.
The Sherman Act prohibits every “conspiracy” “in restraint of trade,” 15 U.S.C.
§ 1, and these assertions of an unlawful agreement are legal conclusions and not
entitled to the assumption of truth. See Iqbal, 556 U.S. at 680. As “naked
assertion[s] devoid of further factual enhancement,” such allegations do not allow us
to draw the reasonable inference that each defendant is liable for the misconduct
alleged. Id. at 678 (alteration in original) (internal quotation omitted).
Second, another set of allegations contains factual matter but constitutes
impermissible group pleading. See Owens v. Jastrow, 789 F.3d 529, 537-38 (5th Cir.
2015). Because “[l]iability is personal,” “[e]ach defendant is entitled to know what
he or she did that is asserted to be wrongful.” Bank of Am., N.A. v. Knight, 725 F.3d
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815, 818 (7th Cir. 2013). To survive a motion to dismiss, the complaint must specify
“which of the defendants are responsible for which acts or omissions.” Auto.
Alignment & Body Serv., Inc. v. State Farm Mut. Auto. Ins. Co., 953 F.3d 707, 732
(11th Cir. 2020) (internal quotation omitted).
The complaint regularly refers to “Manufacturer Defendants,” “Wholesaler
Defendants,” and “Retailer Defendants” “without imputing concrete acts to specific
litigants.” Knight, 725 F.3d at 819. For example, the plaintiffs allege that “the
Retailer and Wholesaler Defendants induced the Manufacturer Defendants . . . to cut
off the supply of Crop Inputs” to e-commerce crop inputs sales platforms.
Consolidated Am. Compl. ¶ 93. The complaint does not identify which retailer or
wholesaler defendant allegedly induced which manufacturer defendant.
Similarly, the plaintiffs allege that the manufacturer defendants contracted and
allowed their products to be sold only by wholesalers—including the wholesaler
defendants—and “authorized retailers,” including the retailer defendants. Id. ¶ 70.
Plaintiffs further allege that the contracts between the manufacturer defendants and
the authorized retailers contained strict confidentiality provisions that prohibited the
retailer defendants from “disclosing to their customers the manufacturers’ prices or
any incentives, rebates, or commissions offered by the manufacturers.” Id. ¶ 71. The
wholesaler defendants also had contracts with authorized retailers that contained
confidentiality provisions. Id. ¶ 73. These allegations do not identify which
manufacturer defendant contracted with which wholesaler or retailer defendant, or
which wholesaler defendant contracted with which retailer defendant.
The plaintiffs further allege that the Farrell Growth Group, a consulting firm
in the agriculture industry, “provides other opportunities for coordination and
collusion among Crop Input retailers and wholesalers.” Id. ¶ 87. The Farrell Growth
Group allegedly provides a “benchmarking service” that supplies “market participants
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with private competitor data necessary to coordinate and manipulate pricing.” Id.
¶ 91. On appeal, the plaintiffs maintain that the firm “provided Defendants with a
benchmarking service . . . that provided another means for Defendants to collude.”
The complaint does not identify, however, which defendant or defendants allegedly
participated in this service.
Allegations that vaguely refer to “Manufacturer Defendants,” “Wholesaler
Defendants,” or “Retailer Defendants” do not meet the requirement to plead “‘who,
did what, to whom (or with whom), where, and when.’” D’Augusta v. Am. Petroleum
Inst., 117 F.4th 1094, 1104 (9th Cir. 2024) (quoting In re Musical Instruments &
Equip. Antitrust Litig., 798 F.3d 1186, 1194 n.6 (9th Cir. 2015)), cert. denied, 145 S.
Ct. 1478 (2025). Allegations “based on a theory of collective responsibility” are
insufficient to state a plausible claim for relief. Knight, 725 F.3d at 818.
The plaintiffs argue that the cited references are not impermissible group
pleading because the complaint also alleges each defendant’s participation separately.
We find this contention unpersuasive, because the allegations referring to each
defendant’s individual actions do not plausibly suggest parallel conduct.
Parallel conduct generally consists of acts that are similar in substance,
executed under similar circumstances, and close in time. See Park Irmat Drug Corp.
v. Express Scripts Holding Co., 911 F.3d 505, 516-17 (8th Cir. 2018). Viewed in the
context of the complaint as a whole, the allegations that refer to specific defendants
do not plausibly suggest parallel conduct because they are not sufficiently similar to
each other as to “substance, timing, or effect.” Mosaic Health, Inc. v. Sanofi-Aventis
U.S., LLC, 156 F.4th 68, 81 (2d Cir. 2025).
Plaintiffs allege that “[i]n 2016, Defendant CHS sent a letter to farmers
discouraging them from using FBN by falsely claiming” that Farmers Business
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Network does not return any profits to farmers while “‘lining the pockets of investors
and big data companies.’” Consolidated Am. Compl. ¶ 77. Plaintiffs do not allege,
however, that any other defendant sent a similar letter discouraging farmers from
using the network. Plaintiffs also allege that “[i]n 2016, Defendant Bayer formed an
internal task force to study the long-term competitive impact of FBN’s” e-commerce
sales platform. Id. ¶ 95. Plaintiffs do not allege that any other defendant formed a
similar task force. Plaintiffs further allege that when a Syngenta executive learned
that branded crop inputs had been sold on e-commerce platforms, “he falsely claimed
that ecommerce Crop Inputs sales platforms would deliver counterfeit products.” Id.
¶ 97. The complaint does not assert that any other defendant cooperated in making
this statement or made a similar statement.
The complaint further alleges that “[r]etailers who failed to comply with the
group boycott were penalized by the Defendants.” Id. ¶ 98. This assertion contains
impermissible group pleading and does not give fair notice to each defendant of the
claim being made against it. The subsequent allegation that “Syngenta initiated an
audit of its authorized retailers after learning that some retailers had sold Crop Inputs
product” to e-commerce platforms does not plausibly suggest parallel conduct,
because there is no allegation that any other manufacturer or wholesaler defendant
coordinated with Syngenta in the audit or initiated a similar audit.
The complaint also alleges that “Defendants Bayer, BASF, and Corteva” have
contractual provisions with authorized retailers that allow “audits of authorized
retailers’ books and records and on-site inspections at any time.” Consolidated Am.
Compl. ¶ 99. Aside from a conclusory assertion that the defendants “used these
contractual provisions to ensure” that e-commerce platforms “could not purchase
name brand Crop Inputs from an authorized retailer,” id., there is no allegation about
an audit or on-site inspection. And the complaint does not allege when the provisions
were adopted or whether the provisions are commonplace in the industry. The mere
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existence of these contractual provisions does not plausibly suggest an unlawful
agreement. Cf. In re Elevator Antitrust Litig., 502 F.3d 47, 51 (2d Cir. 2007).
Plaintiffs further allege that the membership of several defendants in CropLife
America and the Agricultural Retailers Association—two trade associations—“serves
as an ideal vehicle for collusion.” Consolidated Am. Compl. ¶¶ 80, 85. But the
summary assertion that annual trade association conferences “provide abundant
opportunities for Defendants to coordinate and collude,” id. ¶ 86, is insufficient, and
plaintiffs do not allege factual matter that plausibly suggests that the defendants
coordinated or colluded.
Trade association membership, without more, is insufficient to state a plausible
claim under § 1 of the Sherman Act. See Twombly, 550 U.S. at 567 n.12. In SD3, the
court held that a plaintiff pleaded a plausible Sherman Act claim arising from a trade
association meeting by identifying the “particular time, place, and manner in which
the boycott initially formed.” 801 F.3d at 430. Here, by contrast, the complaint does
not assert that a specific defendant attended any trade association meeting, much less
a particular meeting where a boycott of e-commerce platforms was discussed. For
example, plaintiffs allege that in 2017, the Agricultural Retailers Association hosted
a conference where a speaker “announced his belief that it was time for the Crop
Inputs retailers to take steps to affirmatively combat the intrusion of e-commerce
entities.” Consolidated Am. Compl. ¶ 86. The plaintiffs allege that the “ensuing
topics of conversation amongst ARA members . . . provided ample opportunity to
build upon [the speaker’s] explicit calls to action.” Id. But mere “opportunity” to
collude is not enough; the complaint does not identify which “ARA members”
allegedly participated in conversations or the topic of the discussions.
Separately, the plaintiffs allege that after the Farmers Business Network
purchased Yorkton, a Canadian-based retailer that maintained supply agreements with
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defendants Bayer, Syngenta, BASF, Corteva, and Winfield, “the Wholesaler and
Retailer Defendants threatened to retaliate against the Manufacturer Defendants if
they honored the agreements.” Id. ¶¶ 102-103. For example, after the purchase,
Federated and Univar circulated communications that pressured their manufacturing
partners to refrain from supplying crop inputs to Yorkton. Id. ¶¶ 104-106.
Subsequently, Bayer, Corteva, Cargill, and Winfield allegedly informed Farmers
Business Network that they would no longer supply crop inputs. Id. ¶ 107.
These allegations, however, do not plausibly suggest parallel conduct. The
allegations concerning Yorkton refer to conduct taken by the “Defendants’ Canadian
counterparts,” id. ¶ 117, and not the named defendants. Evidence of a conspiracy in
a foreign market may be considered a “plus factor,” but it does not establish parallel
conduct in the market at issue. See In re Chocolate Confectionary Antitrust Litig.,
801 F.3d 383, 401-02 (3d Cir. 2015).
For these reasons, we conclude that the complaint does not adequately plead
parallel conduct, and the district court properly dismissed the antitrust claim on that
basis. The plaintiffs contend that the district court erred by imposing “the more
stringent summary judgment standard of probability.” While the court did once quote
the summary judgment standard for a § 1 claim, the court properly began its
discussion by stating the correct legal standard, In re Crop Inputs Antitrust Litig., 749
F. Supp. 3d at 1002-03, and relied throughout its order on cases applying Rule
12(b)(6), Twombly, and Iqbal. Id. at 1003-13. In any event, we have applied the
standard applicable to a motion to dismiss on de novo review, so any potential error
is harmless.
The plaintiffs also challenge the district court’s judgment dismissing the
Sherman Act claim with prejudice without leave to amend the complaint. The
plaintiffs maintain that the district court incorrectly inferred that any amendment of
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the complaint would have been futile. The court observed that the amended
complaint was the third attempt to state viable claims, that the plaintiffs were on
notice of pleading deficiencies for months before they filed the operative amended
complaint, and that they did not supplement their pleadings with allegations sufficient
to overcome the deficiencies.
We see no error in the district court’s conclusion, and we further observe that
“a district court in granting a motion to dismiss is not obliged to invite a motion for
leave to amend if plaintiff did not file one.” United States v. Mask of Ka-Nefer-Nefer,
752 F.3d 737, 742 (8th Cir. 2014). The plaintiffs made three conditional requests for
leave to amend in response to motions to dismiss, but such fleeting references to
amendment are insufficient. See In re 2007 Novastar Fin. Inc., Sec. Litig., 579 F.3d
878, 884-85 (8th Cir. 2009). The plaintiffs were on notice of the deficiencies in the
complaint after the defendants moved to dismiss a similar pleading, but the plaintiffs
did not submit a proposed amended complaint or proffer the substance of any
potential amendments. Under those circumstances, the district court properly entered
a dismissal with prejudice. See id. at 884; Murphy v. Aurora Loan Servs., LLC, 699
F.3d 1027, 1034 (8th Cir. 2012).
The judgment of the district court is affirmed.
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