Full opinion text
ORDER JACK ZOUHARY, District Judge. Introduction This matter is before the Court on a series of Motions to Dismiss the Direct Purchaser Plaintiffs’ Consolidated Amended Complaint (“the CAC”) (Doc. Nos. 89; 91-92; 95-97; 99-103; 109), and the Indirect Purchaser Plaintiffs’ (collectively with the Direct Purchaser . Plaintiffs “Plaintiffs”) Consolidated Amended Complaint (“the ICAC” or collectively with the CAC “the Complaints”) (Doc. Nos. 120-22; 125-30) for failure to state a claim upon which relief may be granted. The parties fully briefed the Motions, and responded in writing to questions propounded by the Court (Doc. Nos. 170-72). On July 1, 2011, the Court heard oral argument with respect to the Motions, and thereafter issued its ruling from the bench. This Order confirms and supplements that ruling. As the Court indicated at oral argument, certain “housekeeping” duties remain to be resolved, including: • Defendants’ Motions to Dismiss the ICAC with respect to the Indirect Purchaser Plaintiffs’ state consumer protection claims; • An Entry of Appearance filed on behalf of Spring Air International LLC, Spring Air LLC, and Spring Air Ohio LLC (Doc. No. 165) • Defendants’ Motion to Vacate and Set Aside Federal Civil Rule 41(a)(1) Notices of Voluntary Dismissal (Doc. No. 168); and • A discovery dispute arising from Plaintiffs’ request for documents being produced by certain Defendants in their role as plaintiffs in other litigation. This Order sets forth the Court’s ruling on each such issue. Motion to Dismiss Federal Civil Rule 8 demands that a pleading contain a “short and plain statement of the claim showing that the pleader is entitled to relief.” The pleading standard does not require “detailed factual allegations,” but it demands more than an unadorned legal accusation. Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009). A pleading that offers “labels and conclusions” or “a formulaic recitation of the elements of a cause of action will not do.” Id. In the antitrust context, a complaint must contain sufficient factual matter that, taken as true, suggests an unlawful agreement was made. Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 556, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). A plaintiff may carry this pleading burden by offering allegations of either explicit agreements to restrain trade or sufficient circumstantial evidence “that reasonably tends to prove that the [defendant] and others had a conscious commitment to a common scheme designed to achieve an unlawful objective.” In re Travel Agent Comm’n Antitrust Litig., 583 F.3d 896, 907 (6th Cir.2009) (quoting Monsanto Co. v. Spray-Rite Serv. Corp., 465 U.S. 752, 768, 104 S.Ct. 1464, 79 L.Ed.2d 775 (1984)). For plaintiffs that follow the latter route, allegations of parallel behavior must do more than describe behavior consistent with independent responses to natural market forces. Twombly, 550 U.S. at 566, 127 S.Ct. 1955. The complaint in Twombly fell short of this requirement by failing to provide allegations beyond parallel behavior “pointing toward a meeting of the minds” among the competitor firms. Id. at 557, 127 S.Ct. 1955. However, when a complaint sufficiently alleges an express conspiratorial agreement, a plaintiff need not worry about the varying inferences that may be drawn from the complaint’s allegations so long as one such inference suggests a plausible conspiracy. As the Sixth Circuit recently explained in Watson Carpet & Floor Covering, Inc. v. Mohawk Indus., Inc., 648 F.3d 452 (6th Cir.2011), if a complaint specifically alleges both an express agreement to restrain trade and later conduct by defendants consistent with the agreement, a defendant cannot prevail at the pleading stage by offering alternative explanations for the allegedly unlawful behavior. Id. at 454-55. The plaintiff must set forth an alleged conspiratorial agreement as a plausible explanation of the defendant’s conduct, not the probable or only explanation. Id. (emphasis added). Such a complaint must also plausibly allege that behavior or conduct characteristic of a conspiratorial agreement was undertaken in furtherance of the conspiracy. Id. at 457-58. When viewed in isolation, the allegation that Defendants “contracted, combined, or conspired to fix, raise, maintain, and/or stabilize prices and allocate customers” rings conclusory (Doc. No. 46 at ¶ 3; Doc. No. 52 at ¶ 3). Alone, these paragraphs resemble the sort of “formulaic recitation” of an antitrust claim’s elements rejected by Twombly. But relevant case law counsels this Court to view the individual allegations in context of the whole complaint. In re Packaged Ice Antitrust Litig., 723 F.Supp.2d 987, 1005-06 (E.D.Mich.2010) (quoting In re Se. Milk Antitrust Litig., 555 F.Supp.2d 934, 943-944 (E.D.Tenn.2008)). Moreover, by tying this key general allegation to those that follow, the Complaints make clear that Plaintiffs do not rely on labels alone to establish an express agreement — “Defendants and their co-conspirators contracted, combined, or conspired ... by the means and mechanisms described herein” (Doc. No. 46 at ¶ 3; Doc. No. 52 at ¶ 3) (emphasis added). The Complaints heavily rely on materials derived from criminal investigations being conducted by the U.S. Department of Justice (“DOJ”) and the Canadian Bureau of Competition (“CBC”) into certain potential antitrust violations. As a result, Defendants argue that to conclude the Complaints allege a plausible conspiracy, this Court must assume the as-yet unknown scope of these investigations correspond exactly with the Complaints’ alleged conspiracy. This Court disagrees. Defendants correctly note that some courts have determined the existence of a grand jury investigation into a defendant’s potential criminal antitrust liability to be irrelevant to the task of alleging a Sherman/Clayton § 1 violation. E.g., In re Graphics Processing Units Antitrust Litig. (“In re GPU”), 527 F.Supp.2d 1011, 1024 (N.D.Cal.2007). But unlike the plaintiffs in In re GPU, Plaintiffs here do not merely couple the fact of ongoing criminal antitrust investigations with allegations of parallel conduct. Id. Rather, Plaintiffs extract specific admissions from Defendant Vitafoam employees to the DOJ and the CBC that directly support the existence of a conspiratorial agreement. These statements, by former and current Vitafoam leadership, name competitor employees with whom they engaged in conspiratorial discussions and conduct. Each such allegation is the kind of “smoking gun” that make Plaintiffs’ Complaints plausible in alleging antitrust violations. Watson Carpet, 648 F.3d at 458; See also In re Text Messaging Antitrust Litig., 630 F.3d 622, 628 (7th Cir.2010) (describing one conspirator’s admission of having met and agreed with competitors on pricing as direct evidence of a conspiracy). Having alleged an express agreement, the Complaints must further allege subsequent price increases were undertaken pursuant to the conspiratorial agreement. Watson Carpet, 648 F.3d at 457-58. Defendants are alleged to have coordinated the amount and timing of flexible polyurethane foam price increases through telephone conversations, exchanging price increase letters, and in-person meetings (Doc. No. 46 at ¶ 65; Doc. No. 52 at ¶ 77). The Complaints contain examples of actions consistent with these methods of pricing coordination, including descriptions of phone calls in which alleged conspiracy members shared price increase levels with competitors before notifying customers (Doc. No. 42 at ¶ 108; Doc. No. 52 at ¶ 119), and email conversations stretching from 2000 to 2009 in which competitors shared draft pricing letters and discussed progress in coordinating price increases (Doc. No. 46 at ¶ 112; Doc. No. 52 at ¶ 123). Drawing all reasonable inferences in Plaintiffs’ favor, as this Court must, In re Travel Agent Comm’n Antitrust Litig., 583 F.3d at 903, the Court finds a sufficient connection alleged between the express agreement to fix prices and divide the market by allocating customers and the many references to discussions among competitors. The Complaints provide this Court sufficient factual allegations to “raise a reasonable expectation that discovery will reveal evidence of illegal agreement.” Twombly, 550 U.S. at 556, 127 S.Ct. 1955. Therefore, both the Direct and Indirect Purchaser Plaintiffs are found to have adequately alleged a conspiratorial agreement to fix prices and allocate customers. Adequately alleging a conspiratorial agreement in general does not, however, indicate that a plaintiff has alleged each defendant’s participation in that conspiracy. Total Benefits Planning Agency, Inc. v. Anthem Blue Cross & Blue Shield, 552 F.3d 430, 437 (6th Cir.2008) (dismissing a complaint that, among other shortcomings, failed to allege the “who” of an alleged antitrust conspiracy). To the extent that a Defendant is captured in the Vitafoam employees’ statements that form the heart of both the CAC and the ICAC, however, Plaintiffs adequately allege such a Defendant’s participation. Certain Defendants are not mentioned in the Complaints, or argue that distinctions in how the Complaints describe their alleged involvement in the conspiracy compel this Court to find the Complaints fails as to them. The arguments of each such Defendant are considered in turn. Otto Bock Polyurethane Technologies, Inc. and Plastomer Corp. Otto Bock Polyurethane Technologies and Plastomer are identified by “Witness A,” a former Vitafoam Vice President whose statements provided the basis for a sworn Information prepared by the Canadian Commissioner of Competition in support of a search warrant, as among those companies with whom the Vitafoam employee engaged in “discussions, exchanges of information and agreements regarding the price of foam” (Doc. No. 46 at ¶ 83; Doc. No. 52 at ¶ 95). But because both companies are excluded from the list of companies that formed the basis of the investigation into potential violations of the Competition Act of Canada (Doc. No. 46 at ¶ 84; Doc. No. 52 at ¶ 96), Otto Bock and Plastomer argue the Complaints do not adequately allege their participation in the conspiracy. Despite this supposed distinction that Witness A’s statements implicate but do not attribute specific statements to Otto Bock or Plastomer employees, this Court concludes that an allegation identifying senior company employees as having engaged in behavior consistent with the contours of the conspiracy suffices to state a claim against both Defendants. Ohio Decorative Products, Inc. The Complaints describe Ohio Decorative Products as the parent company of Flexible Foam Products, Inc. (Doc. No. 46 at ¶ 21; Doc. No. 52 at ¶27). Ohio Decorative Products is alleged to have “participated in the conspiracy through the actions of its respective officers, employees, and representatives acting with actual or apparent authority .... by virtue of its status during the Class Period as the alter ego or agent of Flexible Foam Products .... [and having] dominated or controlled Flexible Foam Products” (Doc. No. 46 at ¶ 22; Doc. No. 52 at ¶ 28). Flexible Foam Products, in turn, is featured prominently in the Complaints, including allegations that it engaged in conspiratorial conduct with former and current officers of Vita-foam (Doc. No. 46 at ¶¶ 74, 82; Doc. No. 52 at ¶¶ 86, 94). Defendant Ohio Decorative Products argues Plaintiffs’ allegations of alter ego or agency relationships are conclusory. But when such allegations are considered according to a pleading regime that rejects heightened pleading requirements for allegations subject to Federal Civil Rule 8, this Court finds the Complaints sufficiently allege Ohio Decorative Products’ participation in the conspiracy. Whether relations between corporate entities draws a parent into its subsidiary’s alleged participation in a conspiracy is a question of fact this Court cannot resolve at this pleading stage. See Brager & Co. v. Leumi Sec. Corp., 429 F.Supp. 1341, 1345 (S.D.N.Y.1977) (denying a motion to dismiss grounded in claimed agency pleading defects because such shortcomings could only be determined and resolved through examination of the claim’s merits). Leggett & Platt, Inc and Mohawk Industries, Inc. The Complaints name Leggett & Platt and Mohawk Industries as subjects of the CBC’s investigation into potential violations of the Canadian Competition Act affecting U.S. and Canadian markets (Doc. No. 46 at ¶ 84; Doc. No. 52 at ¶ 96). The Complaints also reference discussions among other Defendants in which competitors display knowledge of Leggett & Platt and Mohawk Industries pricing decisions (Doc. No. 46 at ¶¶ 105-06,112(Z); Doc. No. 52 at ¶¶ 116-17, 123(D), as well as allegations that Vitafoam possessed Leggett & Platt and Mohawk Industries pricing letters (Doc. No. 46 at ¶ 112(n); Doc. No. 123(n)). These Defendants argue such allegations do not plausibly suggest their participation in the conspiratorial agreement because the allegations are conclusory or otherwise insufficient. However, taken together, these allegations are consistent with a plausible larger conspiracy, which contemplates Competitor flexible polyurethane foam manufacturers sharing Leggett & Platt and Mohawk Industries pricing information to coordinate and enforce similar price increases among all Defendants. Because an express agreement is alleged, Plaintiffs need not refute, at this stage, Defendants’ alternative explanations of the Complaints’ averments. The Complaints adequately allege Leggett & Platt and Mohawk Industries participated in the broader conspiracy. Inoac Corp., Inoac International, Inoac USA, Inc., and Crest Foam Industries, Inc. “Witness A” allegedly engaged in discussions regarding pricing information and agreements with two Inoac International employees and interacted with an Inoac USA employee who served as a “conduit of information” communicating news of competitor pricing increases to “Witness A” (Doc. No. 46 at ¶ 83; Doc. No. 52 at ¶ 95). Like Ohio Decorative Products, the Complaints implicate Inoac in the conspiracy through theories of agency, alter ego, and control of its subsidiaries (Doc. No. 46 at ¶ 31; Doc. No. 52 at ¶ 37). The Complaints also allege that before 2010, Vita-foam exercised majority control of Crest Foam Industries in partnership with Inoac (Doc. No. 46 at ¶ 32); Doc. No. 52 at ¶ 38, and that during this period, Vitafoam “acted for” Crest Foam Industries in discussions with competitors regarding price increases (Doc. No. 46 at ¶¶ 85, 88, 112(b)-(h); Doc. No. 52 at ¶¶ 97, 100, 123(b)-(h)). For the reasons set forth above, Defendants’ attacks on the supposedly conclusory nature of the agency pleadings fail. Whether Inoac did function as its subsidiaries’ alter ego or whether Vitafoam “acted for” Crest Foam Industries during the alleged pricing discussions referenced in the Complaints are questions of fact that will not be resolved at the this stage. Likewise, because these allegations are consistent with the descriptions of the conspiratorial agreement, this Court rejects Defendants’ attempts to cast the supposedly “dual-hatted” Vitafoam employee’s conspiratorial discussions on behalf of Crest Foam Industries as lawful behavior or improperly vague. Finally, an allegation that a Defendant helped share pricing information among competitors in an inelastic market can support an inference of anti-competitive conduct, U.S. v. Container Corp. of Am., 393 U.S. 333, 337, 89 S.Ct. 510, 21 L.Ed.2d 526 (1969), particularly when the conduit’s point of contact has admitted to participation in an express agreement to fix prices and allocate customers. Discovery Considerations While this Court finds the Complaints sufficiently allege Plastomer, Otto Bock Polyurethane Technologies, Leggett & Platt, Mohawk Industries, Inoac Corp., Inoac International, Inoac USA, and Crest Foam Industries’ participation in the conspiracy, the Court nonetheless recognizes that, as described above, the treatment of each such entity differs in important respects from the majority of Defendants who see their employees individually named as among the cooperating Vitafoam employee’s conspiratorial correspondents. Therefore, consistent with prior practice and pursuant to the authority granted by Federal Civil Rule 26, the Direct and Indirect Purchaser Plaintiffs shall confer with the above-named Defendants to develop a focused and phased discovery plan to determine whether these Defendants should remain in the case. Defendants’ Motions to Dismiss the CAC and the ICAC with respect to individual Defendants is denied. In addition, the Court finds the CAC’s Section 1 Sherman Act claim and the ICAC’s Section 16 Clayton Act and state antitrust claims to be well-pled. Unjust Enrichment Claims As discussed at the hearing, the ICAC’s unjust enrichment claims are dismissed. The Indirect Purchaser Plaintiffs purport to represent the residents of thirty-two states who purchased products containing flexible polyurethane foam manufactured by Defendants during the twelve-year Class Period (Doc. No. 52 at ¶ 153). Even assuming that the Indirect Purchaser Plaintiffs properly plead the elements of unjust enrichment according to each of the twenty-eight jurisdictions’ requirements, this Court finds the unjust enrichment claims inappropriate for class certification. Individual factual questions so predominate over common questions of fact and law as to fall short of the requirement of Federal Civil Rule 23(a)(2). See Clay v. Am. Tobacco Co., Inc., 188 F.R.D. 483, 500-01 (S.D.Ill.1999) (denying class certification of an unjust enrichment claim because individualized factual determinations are necessary to establish each defendant’s liability to a particular plaintiff). In order for a prospective Class Member to recover under an unjust enrichment claim, the Class Member would face several tasks: identifying the Defendant who manufactured the flexible polyurethane foam incorporated into the purchased product; determining the degree to which the foam product saw its price artificially increased by Defendants’ alleged collusive behavior when the Defendant sold the product; and finding whether this collusive pricing “premium” was passed on to the Class Member or absorbed, in whole or in part, by any of the potentially many tiers of secondary manufacturers, distributors, and retailers that separate an Indirect Purchaser Plaintiff from a Defendant. This Court resolves this issue now rather than permit needless and expensive discovery to proceed on a claim that cannot be properly litigated through a class action. Indirect Purchaser Plaintiffs’ State Consumer Protection Claims The Indirect Purchaser Plaintiffs seek relief under the consumer protection statutes of twenty jurisdictions. In addition to objections leveled against the Complaints as a whole, Defendants argue that for a variety of unique reasons the Indirect Purchaser Plaintiffs fail to state a claim in some of these jurisdictions. This Court addresses only those claims that must be dismissed. Idaho and Pennsylvania This Court agrees with Defendants that Plaintiffs may not employ the Idaho Consumer Protection Act (“the ICPA”), Idaho Code Ann. § 48-601 et seq., to pursue a claim premised on allegations of price-fixing. The Idaho Supreme Court has interpreted the ICPA’s enumeration of “unfair methods of competition and unfair or deceptive acts” to be an exhaustive list that does not include price-fixing, and has declined an invitation to otherwise construe the ICPA to cover price-fixing. State v. Daicel Chem. Indus., Ltd., 141 Idaho 102, 107-08, 106 P.3d 428 (2005). The Indirect Purchaser Plaintiffs concede that their ICPA claim is not viable, and therefore the claim is dismissed. Likewise, the Indirect Purchaser Plaintiffs concede their claim arising under the Pennsylvania Unfair Trade Practices and Consumer Protection Law (“the PUTPCPL”), 73 Pa.Stat.Ann. § 201-1 et seq., must fail. The Indirect Purchaser Plaintiffs do not plead either deceptive conduct on Defendants’ part or detrimental reliance on any Defendants’ representations regarding their flexible polyurethane foam products. Consequently, the PUTPCPL claim is dismissed. Maine To save their claim arising under the Maine Unfair Trade Practices Act (“MUT-PA”), Me. Rev. State. Ann. 5 § 205-A et seq., the Indirect Purchaser Plaintiffs rely on In re New Motor Vehicles Canadian Exp. Antitrust Litig. (“In re New Motor Vehicles”), 350 F.Supp.2d 160 (D.Me.2004), which distinguished Tungate v. MacLean-Stevens Studios, Inc., 714 A.2d 792, 797 (Me.1998). According to the court in In re New Motor Vehicles, the holding in Tungate’s that “in pricing cases under [the MUTPA] the inquiry is whether the price has the effect of deceiving the customer” applies only to “unfair or deceptive acts,” not “unfair methods of competition.” Id. at 187 n. 40. However, this Court agrees with the majority of federal courts that have passed on this question, finding no basis for In re New Motor Vehicles’ crabbed reading of Tungate. The Maine Supreme Court does not qualify its pronouncement as applicable to only “unfair or deceptive acts.” In re Flash Memory Antitrust Litig., 643 F.Supp.2d 1133, 1159 (N.D.Cal.2009). Therefore, to sustain the MUTPA claim, this Court must conclude that Defendants’ alleged conduct could induce a customer to purchase a product that, but for the alleged price fixing and customer allocation scheme, the customer would not have purchased. However, if the alleged conspiracy has any effect on an Indirect Purchaser Plaintiffs decision to purchase, for example, a couch incorporating block foam, Defendants’ alleged artificial inflation of foam prices would make such a purchase less likely. Thus, this Court finds that a price-fixing conspiracy cannot induce a customer to purchase a product that would have been less expensive in the absence of such anticompetitive factors. Therefore, the MUTPA claim is dismissed. Hawaii The Indirect Purchaser Plaintiffs allege a claim under the Hawaii Unfair Trade Practices Act (“the HUTPA”), Hawaii Rev. Stat. § 481 et seq. Defendants argue the HUTPA only permits claims alleging a Defendant sold their product below cost with the intent to destroy competition. In reply, the Indirect Purchaser Plaintiffs argue the HUTPA has a broader reach, and that one federal court has sustained a HUTPA claim premised on alleged price-fixing behavior. The Indirect Purchaser Plaintiffs are partially correct. While the HUTPA does extend beyond below-cost pricing, by its terms the statute touches only price discrimination: It shall be unlawful for any person, firm, or corporation ... to discriminate between different sections, communities, or cities or portions thereof, or between different locations in such sections, communities, cities, or portions thereof in this State, by selling or furnishing the commodity, product, or services at a lower rate in one section, community, or city, or any portion thereof., or in one location in such section, community, or city or any portion thereof, than in another. ... Hawaii Rev. Stat. § 481-3. Nor does the Indirect Purchaser Plaintiffs’ HUTPA construction find persuasive support in relevant case law. The court in In re Dynamic Random Access Memory (DRAM) Antitrust Litig., 516 F.Supp.2d 1072 (N.D.Cal.2007), did not directly examine whether the statute supported a claim grounded in allegations of price-fixing. Instead, the court considered whether an indirect purchaser plaintiff should be deemed eligible for the June 2002 extension of HUTPA indirect purchaser standing according to the dates during which price-fixing behavior is alleged to have occurred or when the indirect purchaser plaintiff filed her claim. Id. at 1109-10. The court did sustain the indirect purchaser plaintiffs claim, but in the process dedicated no analysis to the key question of whether a claim arising from alleged price-fixing may even be brought under the HUTPA. This Court finds no basis for reading into the statute a price-fixing-based claim, and therefore dismisses the HUTPA claim. Illinois The Indirect Purchaser Plaintiffs argue that, despite the supreme court’s ruling in Laughlin v. Evanston Hosp., 133 Ill.2d 374, 140 Ill.Dec. 861, 550 N.E.2d 986 (1990), they may maintain an Illinois Consumer Fraud and Deceptive Business Practices Act (“the ILCFA”) claim rooted in allegations of price-fixing. The court in Laughlin rejected the plaintiffs’ attempt to assert an ILCFA claim based on defendants’ alleged discriminatory pricing because such a claim was not actionable under the state’s antitrust statute. Id. at 389-91, 140 Ill.Dec. 861, 550 N.E.2d 986. Here, however, the Indirect Purchaser Plaintiffs can, and do, pursue a price-fixing-based claim under the Illinois Antitrust Act. On this distinction the Indirect Purchaser Plaintiffs urge this Court to follow the ruling in Siegel v. Shell Oil Co., 480 F.Supp.2d 1034 (N.D.Ill.2007). There, the court permitted an ILCFA claim stemming from allegations of price-fixing to proceed because, according to the court, Laughlin was silent as to “whether consumers can elect to pursue a remedy under the Consumer Fraud Act where the Illinois Antitrust Act may also provide relief.” Id. at 1048-49 (emphasis in original). But Laughlin is far from silent on this point. Indeed, the supreme court specifically found “[t]here is no indication that the legislature intended that the Consumer Fraud Act be an additional antitrust enforcement mechanism.” Laughlin, 133 Ill.2d at 390, 140 Ill.Dec. 861, 550 N.E.2d 986. Yet the Indirect Purchaser Plaintiffs ask this Court to permit them to pursue a price-fixing-based ILCFA claim in addition to their price-fixing-based Illinois Antitrust Act claim. Illinois’ highest court has foreclosed a second avenue for enforcement of the Illinois Antitrust Act, and this Court follows suit. The ILCFA claim is dismissed. Entry of Appearances on Behalf of Spring Air On June 27, 2011, an Entry of Appearance was filed on behalf of Spring Air International LLC, Spring Air LLC, and Spring Air Ohio LLC (collectively “the Spring Air entities”) (Doc. No. 165), companies that join this Multidistrict Litigation (“MDL”) as Direct Action Plaintiffs. As discussed at the July 1 hearing, the Spring Air entities will be subject to the Amended Case Management Order’s provisions respecting Direct Action Plaintiffs (Doc. No. 138). Defendants’ Motion to Vacate and Set Aside Notices of Voluntary Dismissal Defendants have moved to vacate and set aside a number of Federal Civil Rule 41(a)(1) Notices of Voluntary Dismissals entered by Plaintiffs who have filed suits that have since been transferred to this Court as part of this MDL. These voluntarily-dismissed Plaintiffs, however, have not been named in either the CAC or the ICAC. Defendants ask this Court to vacate each Federal Civil Rule 41(a)(1) notice filed to date, reinstate each such party’s case, and modify the Case Management Order so that any Plaintiffs future attempt to voluntarily dismiss their case must comply with Federal Civil Rule 41(a)(2). Defendants further request that any party dismissed in this way remain subject to discovery in this MDL. Alternatively, Defendants ask for the conversion of the voluntary dismissals to dismissals with prejudice if this Court allows the current dismissals to stand. Defendants also suggest that if this Court preserves the voluntary dismissals, the dismissed Plaintiffs should be treated as parties for discovery purposes and bound by this MDL’s proceedings should such a Plaintiff decide to reinstate their case in the future. Defendants’ Motion is denied. This Court will permit the existing Federal Civil Rule 41(a)(1) dismissals to stand, and will allow future motions to be filed by parties not named in the CAC or the ICAC. However, parties that choose to follow this route will be required to remain available, through counsel, for deposition and discovery purposes as part of the MDL. If necessary, this Court will address any discovery disputes that may arise between Defendants and parties dismissed through a Federal Civil Rule 41 motion according to the particular circumstances of the dispute. Lead counsel shall serve this Order on counsel for parties recently dismissed in order that those parties are aware of their continued responsibilities. Urethane Discovery Dispute The July 1 hearing concluded with a discussion of a discovery dispute regarding the production of materials that Defendants are producing in related litigation. Certain Defendants here are plaintiffs in an MDL pending in the District of Kansas, In re Urethane Antitrust Litig., MDL 1616. The court in Urethane recently granted a motion to compel discovery filed by the Urethane defendants. Plaintiffs here seek production of these Urethane documents. Defendants object, arguing the Urethane documents should be separately requested by Plaintiffs here according to normal discovery procedures, which would permit all Defendants to review the Urethane documents, raise objections, and perhaps limit the scope of documents produced. Defendants further argue that granting Plaintiffs’ request would violate a confidentiality order under which the Urethane documents are being produced. This Court has contacted the Kansas District Court and is assured that granting Plaintiffs’ request will not violate any order entered in that court. This Court also concludes that granting Plaintiffs’ request will not affect the order entered into between the parties and the DOJ, providing for DOJ review of discovery requests directed at Defendants. Therefore, in the interest of minimizing litigation costs and abiding by the Amended Case Management Order, the requested Urethane documents should be produced here in a similar manner and time frame as the Kansas case. This ruling in no way is meant to predetermine the ultimate relevancy or admissibility of such documents. Conclusion In summary, this Court disposes of Defendants’ Motions as follows. In addition to denying Defendants’ Motion to Vacate and Set Aside the Federal Civil Rule 41(a)(1) Notices of Voluntary Dismissal, Defendants’ Motions to Dismiss the Complaints are: • Denied with respect to all Defendants; • Denied with respect to the Direct Purchaser Plaintiffs’ Sherman Act claim and the Indirect Purchaser Plaintiffs’ Clayton Act and state antitrust claims. The Nebraska state antitrust claim’s applicability is limited to conduct occurring after the statute’s enactment; • Granted with respect to the Indirect Purchaser Plaintiffs’ unjust enrichment claims; and • Denied with respect to all but the following state consumer protection claims lodged by the Indirect Purchaser Plaintiffs: Idaho, Pennsylvania, Maine, Hawaii, and Illinois. IT IS SO ORDERED. MEMORANDUM OPINION AND ORDER Introduction Before the Court are a series of Motions for Reconsideration (Doc. Nos. 202-203, 214) of this Court’s July 19, 2011 Order (Doc. No. 191) (“Order”) denying in part a series of Motions to Dismiss the Direct and Indirect Purchaser Plaintiffs’ (collectively “Plaintiffs”) Consolidated Amended Complaints (collectively “Complaints”). In the alternative, Defendants seek certification for an immediate appeal of the Order. In addition, one Motion requests a stay of this case until the U.S. Department of Justice (“DOJ”) concludes its parallel criminal grand jury investigation (Doc. No. 202). For the reasons set forth below, the Motions for Reconsideration and Certification for Immediate Appeal are denied. The Motion for Stay is also denied. To the extent the Motions for Reconsideration raise arguments not addressed in a similar order denying Defendant Leggett & Platt’s Motion for Reconsideration and Certification for Immediate Appeal (Doc. No. 200), additional clarifying remarks are offered. Motions for Reconsideration Defendants’ Motions raise two categories of issues. First, Defendants seek reversal of certain of the Order’s rulings, including: the application of the Sixth Circuit’s decision in Watson Carpet & Floor Covering, Inc. v. Mohawk Indus., Inc. (Watson Carpet), 648 F.3d 452 (6th Cir.2011) to the Complaints; and the finding that the Complaints sufficiently allege Defendant FXI Innovations’ participation in the conspiracy. Defendants also re-raise two arguments that, if accepted, would narrow the scope of the pleadings. First, Defendants argue the Complaints fail to properly allege fraudulent concealment with respect to the conspiracy. Second, Defendants claim the Indirect Purchaser Plaintiffs lack standing to assert state antitrust or consumer protection claims in jurisdictions not represented among the named Indirect Purchaser Plaintiffs. This Court declined to address the first issue, fraudulent concealment, in its Order. By contrast, at the July 1, 2011 hearing, this Court postponed standing analysis to a later time (TR 127:12-19). This Order supplies answers to both challenges. Finally, Defendants seek a Stay of this litigation pending “resolution” of related government investigations or, in the alternative, staged discovery as to all Defendants (Doc. No. 202-1 at 10-11). Overview of Twombly and Iqbal Before proceeding, however, a word must be said about the keystone supporting much of the claimed inadequacies in the Complaints: Defendants contention that “at least 90 of the 160-paragraph CAC are unquestionably conclusory” and that, aside from Complaint paragraphs describing the parties, only 20 paragraphs contain “bits and pieces of factual support,” but not enough to support the claims asserted (Doc. No. 90 at 22). Defendants’ dissection of the Complaint purports to be grounded in the plausibility pleading standard articulated in Bell Atl. Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) and Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). However, despite Defendants’ characterization of the standard, this Court notes different trends in the manner in which Defendants apply that standard. This Court evaluates the Complaints in light of the plausibility pleading standard articulated in Twombly and reaffirmed in Iqbal. According to this standard, a plaintiff must provide “allegations plausibly suggesting (not merely consistent with)” the defendant’s liability. Twombly, 550 U.S. at 557, 127 S.Ct. 1955. However, this standard neither imposes a probability requirement nor requires ultra specific factual allegations. Id. at 555-56, 127 S.Ct. 1955. Rather, the factual allegations “must be enough to raise a right to relief above the speculative level,” id. at 555, 127 S.Ct. 1955, or “raise a reasonable expectation that discovery will reveal evidence” of the defendant’s liability. Id. at 556, 127 S.Ct. 1955. Courts use a two-step process when evaluating the facial plausibility of a complaint. First, a court must dispose of those allegations not entitled to a presumption of truth, namely, “[t]hreadbare recitals of the elements of a cause of action [that are] supported by mere conclusory statements.” Iqbal, 129 S.Ct. at 1949. A plaintiff may not proceed to discovery on a complaint containing only conclusions about the defendant’s liability. Even under this standard, however, legal conclusions still play a role, albeit a limited one. Id. at 1950. Specifically, “legal conclusions can provide the framework of a complaint” but “must be supported by factual allegations,” id. at 1950, and cannot themselves be dressed up as factual allegations. Twombly, 550 U.S. at 555, 127 S.Ct. 1955, quoting Papasan v. Attain, 478 U.S. 265, 286, 106 S.Ct. 2932, 92 L.Ed.2d 209 (1986). Determining whether a legal conclusion “masquerades” as a factual allegation requires a court to consider whether there exists elsewhere in the complaint factual allegations supporting the allegation. See id. at 564, 127 S.Ct. 1955 (concluding that on a “fair reading” of the complaint as a whole, a few statements speaking to “agreement” were mere legal conclusions resting on factual allegations of parallel conduct that did not plausibly suggest the existence of an antitrust conspiracy). Second, a court must examine those allegations, not swept aside as faetually-unsupported legal conclusions, to gauge whether the remaining allegations, accepted as true, “plausibly give rise to an entitlement to relief.” Iqbal, 129 S.Ct. at 1950. A plausible claim is not merely “possible,” Twombly, 550 U.S. at 557, 127 S.Ct. 1955, or “conceivable,” id. at 570, 127 S.Ct. 1955, but rather permits a court to “draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 129 S.Ct. at 1949. A Section 1 claim supported only by allegations of parallel behavior does not permit such an inference to be drawn, for “alleging parallel decisions to resist competition” is not suggestive of a conspiracy. Twombly, 550 U.S. at 566, 127 S.Ct. 1955. Though the plausibility pleading standard is undoubtedly a departure from the “no-set-of-faets” standard that reigned for the half-century following the Court’s decision in Conley v. Gibson, 355 U.S. 41, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957), see Arthur R. Miller, From Conley to Twombly to Iqbal: A Double Play on the Federal Rules of Civil Procedure, 60 Duke L.J. 1 (2010), this standard nonetheless operates within a notice pleading regime. A complaint need not contain “specific facts,” but in all cases must provide the defendant “fair notice” of the alleged conduct that renders him liable to the plaintiff. Erickson v. Pardus, 551 U.S. 89, 93, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007). For instance, an antitrust defendant is not provided sufficient notice of his role in an alleged conspiratorial agreement spanning a seven-year period in which no “who, where, or when” allegations are advanced. See Twombly, 550 U.S. at 565 n. 10, 127 S.Ct. 1955. Likewise, attempting to implicate individual defendants in an alleged antitrust conspiracy by referring generally to “defendants” will not do if the complaint provides “no clue” as to the terms of the agreement, or what role each defendant played. In re Travel Agent Comm’n Antitrust Litig., 583 F.3d 896, 905 (6th Cir.2009) (quoting Twombly, 550 U.S. at 565 n. 10, 127 S.Ct. 1955). Therefore, while specific facts, like the “who, where, or when” of a claim are not required, to the extent the absence of such allegations fails to provide the defendant fair notice of the claims the plaintiff asserts, a plaintiff does not fulfill his Federal Civil Rule 8 obligation to provide “a short and plain statement of the claim showing that the pleader is entitled to relief.” As they must, Defendants correctly describe the first prong of the plausibility pleading standard, the rejection of conclusory allegations (Doc. No. 90 at 14-20). However, in applying this standard to the Complaint, Defendants transform this standard in two important respects not supported by Twombly or its progeny. Defendants’ treatment of certain Complaint paragraphs is indicative of this approach. For instance, Defendants dismiss as conclusory an allegation that: In seeking conditional leniency with the DOJ and in connection with a pending Canadian government investigation of antitrust violations by manufacturers of flexible polyurethane foam, several current and former Vitafoam employees agreed to be interviewed regarding the flexible polyurethane foam price fixing conspiracy. These interviews revealed the mechanisms, participants, duration, and impact of the conspiracy. These employees described a cartel among Defendants, who are responsible for production of the majority of flexible polyurethane foam, and other co-conspirators. (Doc. No. 46 at ¶ 62; Doc. No. 52 at ¶ 74). However, no motion or supporting briefing material filed by any Defendant denies Vitafoam applied to, and was accepted by, the DOJ Corporate Leniency Program. Nor does any Defendant deny that Vita-foam employees were interviewed by DOJ personnel in connection with the Corporate Leniency Program application process, which required Vitafoam executives to admit their participation in an antitrust conspiracy. In short, no one denies these interviews actually occurred — yet Defendants still assert the paragraph is “conclusory.” Likewise, Defendants dismiss as conclusory the allegation that: The sworn affidavit from Pierre-Yves Guay also separately states that it is the result of an investigation of ‘previous and ongoing conduct contrary to’ the Competition Act of Canada by entities including Carpenter, Valle Foam, Domfoam, A to Z Foam, Vita Foam Group, Foamex, Flexible Foam, Future Foam, Mohawk, Scottdel, Broadway Foam, Woodbridge, Leggett & Platt, and Hickory Springs. The violations of law alleged in the affidavit concerned conduct both ‘in Canada and in the United States.’ (Doc. No. 46 at ¶ 84; Doc. No. 52 at ¶ 96). Again, no Defendant denies Mr. Guay prepared the sworn affidavit referenced in this Complaint paragraph. Indeed, two Defendants confirm its existence by attaching excerpts from a public version of the sworn affidavit to their individual Motions to Dismiss, and both excerpts contain the same enumeration of Defendants listed in the relevant Complaint paragraphs (Doc. No. 91-1; Doc. No. 100-2). Yet again, Defendants insist such a paragraph is conclusory. The problem thus appears to be a shifting meaning of “conclusory.” Is it the Defendants’ contention that the fundamental content of Mr. Guay’s personal statements in the affidavit are conclusory or that Plaintiffs’ pleading of the existence and knowledge of the affidavit is conclusory? A fine distinction, to be sure, but this Court is guided by step two of the process above — Plaintiffs’ pleading of the admitted existence of the affidavit, with its known content both implicates specific Defendants by name and provides fair notice of the alleged conduct. The two-step process does not push this Court to tread where Defendants seek to lead — namely to look “inside” the affidavit to determine whether an individual’s sworn statements themselves may be conclusory. Such a determination is made at a later time by a factfinder to determine the relative truth, credibility, and weight of such sworn statements. The Consolidated Complaint A thorough examination of the Complaint paragraphs Defendants label as conclusory and non-conelusory, respectively, reveals a similar clear trend in Defendants’ dissection of the Complaint. First, with only four exceptions each and every Complaint paragraph that in some form references a “conspiracy,” “conspiratorial conduct,” “unlawful acts,” “agreements,” or like terms is automatically dismissed as conclusory. Defendants pay no regard to factual allegations supporting such descriptions that exist elsewhere in the Complaint, or, as is the case in two Complaint paragraphs excerpted above, in the very same Complaint paragraph. The allegations referring to the fact of the Vitafoam executive interviews fails because it references a “price-fixing conspiracy” as the interviews’ subject. Similarly, the Complaint paragraphs describing Mr. Guay’s sworn affidavit, the existence of which Defendants themselves confirm by submitting portions of the affidavit to this Court as part of certain Motions to Dismiss, allegedly fail because such paragraphs reference “violations of law.” Defendants’ gloss on the plausibility pleading standard thus dooms any Complaint paragraph containing a term that, by itself, constitutes a legal conclusion, regardless of any factual support that may exist for that allegation anywhere in the Complaint. However, even in its most expansive reading, Twombly does not support such exacting dissection of a complaint. Instead, discussing the conelusory/non-conclusory divide, Twombly and Iqbal define as conclusory “bare assertions” of liability, Twombly, 550 U.S. at 556, 127 S.Ct. 1955, and “threadbare” legal statements as being denied a presumption of truth, Iqbal, 129 S.Ct. at 1949, but not allegations that contain factual support. By contrast, Defendants strike allegations containing any assertions of their antitrust liability, and thus strike all legal conclusions regardless of whether such allegations serve as a framework for the Complaints as permitted by Iqbal, or are supported by factual allegations. Second, Defendants restrict the presumption of truth to only those Complaint paragraphs that contain specific facts, like the inclusion of precise dates (e.g., Doc. No. 46 at ¶ 112(f); Doc. No. 52 at ¶ 128(f)) or transcriptions of telephone calls {e.g., Doc. No. 46 at ¶ 109; Doc. No. 52 at ¶ 120). These Complaint paragraphs, of course, should be entitled to a presumption of truth, but limiting the presumption of truth to only Complaint allegations containing such specific facts imposes the variety of heightened pleading standard rejected by Twombly. See Twombly, 550 U.S. at 570,127 S.Ct. 1955. For example, Defendants dismiss as eonclusory the allegation that “Vitafoam had a purported company policy of not having conversations with competitors, but this policy was merely windowdressing and was not followed in practice during the Class Period” (Doc. No. 46 at ¶ 69; Doc. No. 52 at ¶ 81). This Complaint paragraph contains no supposedly taboo labels like “unlawful,” and therefore was presumably dismissed because, unlike those paragraphs Defendants label as non-conclusory, this allegation does not contain enough factual specificity about the claimed “no communication” policy. Nonetheless, this allegation, and others like it, is entitled to a presumption of truth. Factual allegations are readily distinguishable from solely legal conclusions. A factual allegation’s veracity can be demonstrated on its own terms. A legal conclusion, by contrast, would require the analysis of underlying facts, if any, to determine whether the asserted legal determination is appropriate, i.e., whether a defendant negligently manufactured a product. The allegation that a “no communications” policy existed is clearly a factual allegation, which turns on whether company policy proscribed conversations with competitors and, if so, whether such conversations occurred. After misapplying Twombly’s “conclusory” classification, Defendants further err in describing the level of factual specificity necessary to plausibly suggest and agree to restrain trade. Specifically, Defendants argue Plaintiffs must advance specific factual allegations describing the “who, what, when, where, and how” of the alleged conspiracy, or some similar collection of interrogatories. This line of argument extends from Twombly’s observation that “[a]part from identifying a seven-year span in which the § 1 violations were supposed to have occurred ... the pleadings mentioned no specific time, place, or person involved in the alleged conspiracies.” Twombly, 550 U.S. at 565 n. 10, 127 S.Ct. 1955. Defendants argue that for this reason, i.e., the lack of “when, where, or who” allegations, the Twombly complaint “was not sufficient to state a claim” (Doc. No. 90 at 22). Twombly stands for no such proposition. Rather, this portion of the opinion speaks purely in terms of notice: 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 seven-year span in which the § 1 violations were supposed to have occurred {ie., “[beginning at least as early as February 6, 1996, and continuing to the present,”) the pleadings mentioned no specific time, place, or person involved 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. Whereas the model form alleges that the defendant struck the plaintiff with his car while plaintiff was crossing a particular highway at a specifled 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 ansiver 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. Twombly, 550 U.S. at 565 n. 10, 127 S.Ct. 1955 (emphasis added) (citations omitted); see also In re Packaged Ice Antitrust Litig. (Packaged Ice I), 723 F.Supp.2d 987, 1005 (E.D.Mich.2010) (Twombly complaint dismissed, not because of the absence of particularized “when, where, and who” factual allegations, but rather because the complaint, containing only a bare allegation of agreement and descriptions of parallel behavior, did not state a plausible claim for relief; Hinds County, Miss. v. Wachovia Bank N.A. (Hinds County II), 700 F.Supp.2d 378, 394 (S.D.N.Y.2010) (“A § 1 complaint must adequately allege the plausible involvement of each defendant and put defendants on notice of the claims against them, but it need not be detailed with overt acts by each defendant.”); In re Travel Agent Comm’n Antitrust Litig., 583 F.3d 896, 905-06 (6th Cir.2009) (court did not require particularized “when, where, and who” factual allegations, only “further circumstance[s] [beyond a conclusory agreement/parallel conduct framework] pointing toward a meeting of the minds” and enough factual allegations to provide defendants adequate notice); Total Benefits Planning Agency v. Anthem Blue Cross & Blue Shield, 552 F.3d 430, 437 (6th Cir.2008) (dismissing a complaint where “[p]laintiffs only offer bare allegations without any reference to the ‘who, what, where, when, how or why’ ” and no allegations of horizontal agreement among conspirators) (emphasis added); In re Southeastern Milk Antitrust Litig., 555 F.Supp.2d 934, 943 (E.D.Tenn.2008) (“[W]hile not answering all specific questions about who, what, when, and where, ... [the complaints put] defendants on notice concerning the basic nature of their complaints against the defendants and the grounds upon which their claims exist.”). In short, the plausibility pleading standard does not require a court to construct a mandatory checklist of the “who, what, where, when, and how” of an antitrust agreement for each defendant. Common sense prevails, and a complaint survives if it contains “enough factual matter (taken as true) to suggest that an agreement was made” among the defendants. Twombly, 550 U.S. at 556, 127 S.Ct. 1955. Watson Carpet Defendants also argue Watson Carpet has no application here, “where the existence of an express agreement is denied, and the question is whether Plaintiffs have alleged sufficient facts to describe and support their claim of express agreement” (Doc. No. 202-1 at 7). This Court remains satisfied the Complaints provide sufficient direct allegations of a conspiratorial agreement necessary to trigger application of the Watson Carpet principle. Defendants are correct in asserting that Watson Carpet has no application until the existence of an express conspiratorial agreement is determined. But because a complaint containing an express conspiratorial agreement does not announce itself, a court must examine the complaint as a whole and determine whether such an agreement has been established by direct allegations, or if only circumstantial evidence has been offered in which case the allegations must plausibly suggest, and not merely be consistent with, a conspiratorial agreement. Twombly, 550 U.S. at 557,127 S.Ct. 1955. Through the use of Complaint subheadings, Plaintiffs provide a clear roadmap of alleged antitrust violations. Specifically, after chronicling Defendant Yitafoam’s DOJ Corporate Leniency Program application and the content of interviews with Vitafoam executives detailing the scope and terms of the conspiratorial agreement by which Defendants allegedly fixed prices and allocated customers in the flexible polyurethane foam market, Plaintiffs supply specific facts illustrating individual episodes of conspiracy implementation and enforcement. First, Plaintiffs define the conspiratorial agreement by expressly referencing information derived from Defendant Vitafoam during its successful application to the DOJ Corporate Leniency Program (Doc. No. 46 at ¶¶ 60-61; Doc. No. 52 at ¶¶ 72-73). As part of the application process, and in connection with a Canadian Bureau of Competition investigation into similar allegedly unlawful conduct, several current and former Vitafoam employees agreed to be interviewed by government officials, disclosing the “mechanism, participants, duration, and impact of the conspiracy”— the same conspiracy in which all Defendants are alleged to have participated (Doc. No. 46 at ¶ 62; Doc. No. 52 at ¶ 74). These descriptions include biannual or triannual discussions' of collusive pricing (Doc. No. 46 at ¶ 63; Doc. No. 52 at ¶ 75); the use of raw material cost increases as a pretext for adopting the agreed-upon collusive price increase that would have failed in the absence of conspiracy-wide coordination (Doc. No. 46 at ¶ 64; Doc. No. 52 at ¶ 76); the use of telephone conversations, price increase letter exchanges, and in-person meetings to coordinate the amount and timing of price increases (Doc. No. 46 at ¶ 65; Doc. No. 52 at ¶ 77); and understandings and agreements on price level increases the conspirators would set together before publication of pricing letters with the same, or almost the same, effective dates, and sharing of published letters to “police” the agreement (Doc. No. 46 at ¶ 66; Doc. No. 52 at ¶ 78). The Complaint then chronicles the interviews of individual Vitafoam executives that corroborate the existence of the alleged conspiratorial agreement. Plaintiffs first use materials from the Vitafoam interviews to describe the conduct of one of that company’s former presidents. This officer directed subordinates to send copies of draft Vitafoam pricing letters to competitors in exchange for competitors’ draft pricing letters (Doc. No. 46 at ¶ 70; Doc. No. 52 at ¶ 82). At least seven Vita-foam employees carried out the former Vitafoam president’s instructions by engaging in such draft pricing letter exchanges, or otherwise having discussions about the amount and timing of price increases with competitors (Doc. No. 46 at ¶ 70; Doc. No. 52 at ¶82). These Vita-foam employees had such communications with at least eight employees of five other named Defendants (Doc. No. 46 at ¶ 72; Doc. No. 52 at ¶ 84). Next, the Complaint introduces a former vice president of Vitafoam who, at an earlier point in his career, was employed by Defendant Woodbridge (Doc. No. 46 at ¶ 73; Doc. No. 52 at ¶ 85). This individual had conspiratorial discussions of the variety described above with employees of at least eight other Defendants (Doc. No. 46 at ¶ 74; Doc. No. 52 at ¶ 86), and joined Mark Kane of Defendant Carpenter in coordinating price levels extended to a common customer (Doc. No. 46 at ¶ 75; Doc. No. 52 at ¶ 87). Robert Valle and Tony Valleoccia of Valle Foam shared communications with another Defendant consistent with the conspiracy (Doc. No. 46 at ¶ 76; Doc. No. 52 at ¶ 88). Vitafoam employees David Gurley and George Newton shared and received draft price increase letters and other pricing information, including competitor pricing lists (Doc. No. 46 at ¶¶ 77-78; Doc. No. 52 at ¶¶ 89-90), and Newton exchanged pricing information with other Defendants (Doc. No. 46 at ¶ 78; Doc. No. 52 at ¶ 90). Direct allegations confirming the existence of a conspiratorial agreement continue with the admitted conduct of the current Vitafoam vice president of sales, who engaged in conspiratorial conduct with at least nine other Defendants (Doc. No. 46 at ¶¶ 80-82; Doc. No. 52 at ¶¶ 92-94), and provided the Canadian Commissioner of Competition a list of ten Defendant firms and twelve Defendant employees with whom he engaged in “discussions, exchanges of information and agreements regarding the price of foam” (Doc. No. 46 at ¶ 83; Doc. No. 52 at ¶ 95). He also admits that, while he was previously employed with Defendant Woodbridge, he discussed with Bill Lucas, the current Vitafoam president, price increases for certain foam products (Doc. No. 46 at ¶ 85; Doc. No. 52 at ¶ 97), and had similar conversations with an employee of Defendant Foamex (Doc. No. 46 at ¶ 87; Doc. No. 52 at ¶ 99). The current president of Vitafoam rounds out the group of employees interviewed by DOJ officials in connection with his company’s application to the Corporate Leniency Program. He too was previously employed by Defendant Woodbridge in a position where he exercised pricing authority (Doc. No. 46 at ¶ 90; Doc. No. 52 at ¶ 102), and had conspiratorial discussions with at least eleven employees of seven Defendant firms (Doc. No. 46 at ¶ 92; Doc. No. 52 at ¶ 103). By themselves, allegations describing the broader conspiratorial agreement, as in Tivombly and In re Travel Agent, properly would be labeled conclusory (Doc. No. 46 at ¶¶ 63-66; Doc. No. 52 at ¶¶ 75-78). If supported only by general descriptions of telephone calls, email conversations, and parallel price increases, the Complaints would follow the “conclusory agreement/parallel conduct” archetype and fail at the pleadings stage. However, Plaintiffs have done far more. They have provided direct evidence in the form of the Vitafoam executives’ statements, which provides the factual support necessary to grant a presumption of truth to the otherwise conclusory paragraphs that describe the conspiratorial agreement. The complaint in Watson Carpet similarly departed from the “conclusory agreemeni/parallel conduct” mold. There, like here, the plaintiff provided “detailed allegations of an agreement to restrain trade,” Watson Carpet, 648 F.3d at 453, “clearly” establishing the existence of a conspiracy. Id. at 457-58. Specifically, the Watson Carpet plaintiff alleged: In the spring or early summer of 1998, Defendant Rick McCormick met with Defendant Mohawk’s Vice President and Senior Manager, Brad Matthaidess, and Mohawk sales representative Fred Woods, and devised a plan to run Plaintiff out of business and eliminate Plaintiff from the Market. As part of the plan to run Plaintiff out of business, Mohawk would refuse to sell carpet to Plaintiff. By shutting off Plaintiffs carpet supply, Plaintiff would be unable to service its homebuilder customer who used Mohawk carpet. Defendant [sic] McCormick, Matthaidess, and Woods specifically discussed their intention to run Plaintiff out of business by shutting off his supply of Mohawk Carpet. Other management employees at Mohawk, such as Larry Brookshire and Dale Byers, also approved, participated in, and made efforts to cover up the plan to run Plaintiff out of business in this manner. (Doc. No. 202-1 at 4 n. 2). Because “[u]n-like the plaintiffs in Twombly and In re Travel Agent, Watson Carpet clearly ... alleged an express agreement to restrain trade,” the court foreclosed the defendants’ attempts to substitute lawful explanations that defendants’ actions were taken pursuant to an express agreement. Watson Carpet, 648 F.3d at 454-55. The plaintiff was required to allege “the defendants’ agreement plausibly explains [conduct allegedly undertaken pursuant to the agreement], not that the agreement is the probable or exclusive explanation.” Id. (emphasis original). Thus, to the extent Watson Carpet articulates a different standard than cases like Twombly and In re Travel Agent, this standard only differs as to the consequences that flow from the route a plaintiff chooses to follow when pleading an antitrust conspiracy while, of course, leaving the plausibility pleading standard unchanged. Watson Carpet departs from Twombly and certain of its progeny because th