Skip to main content


Host Int’l, Inc. v. MarketPlace, PHL, LLC, 2022 U.S. App. LEXIS 11358  (3rd Cir. April 27, 2022) (Matey, C.J.)   Host lacked antitrust standing that is not adequately plead in violation of Section 1 of the Sherman Act.  Host’s complaint claims a scheme to gain control over the sale of beverages at PHL by tying the PRA to leases for commercial space.  A successful MarketPlace would enjoy profits at the expense of PHL consumers and others.  What is alleged is unlawful tying and conspiracy, among other things.  The court finds no antitrust injuries.  Host was not excluded from PHL.  It chose to walk away from the table because it did not like the lease terms that MarketPlace offered.  A breakdown in contract negotiation is outside the Sherman Act.  Failure to secure preferred contractual terms is not an antitrust injury.  Refusal to deal can sometimes be an antitrust claim.  Host seeks something novel, recognition and failing to contract for commercial space states a Section 1 claim.  The court did not agree.  Host alleged harm truly only to itself.  While Host’s failure to plead antitrust standing defeats Section 1 claims, there is a deeper problem with the tying theory.  Host claimed that a lease provision limits the use of MarketPlace’s property which forces Host’s sublessees to purchase something they may not want.  The court found that just going too far.  The rule of reason analysis applied.  At bottom, Host alleged the proposed lease demanded purchasing non-alcoholic beverages under the PRA.  Contractual negotiations began the relationship between Host and Marketplace, and contract, not antitrust, is where that relationship ends. The antitrust laws prevent the consequence of an antitrust injury; they do not create one.  Whatever remedy exists for Host’s disappointment must lie outside the antitrust law which “is not intended to be as available as an over-the-counter cold remedy, because were its heavy power brought into play too readily it would not safeguard competition, but destroy it.” Capital Imaging Assocs., P.C. v. Mohawk Valley Med. Assocs., Inc., 996 F.2d 537, 539 (2d Cir. 1993). For that reason, we will affirm the judgment of the District Court dismissing the Complaint with prejudice.