Full opinion text
MEMORANDUM GENE E.K. PRATTER, District Judge. J. Introduction This multidistrict litigation concerns an alleged conspiracy by egg producers and trade groups to restrict the domestic supply of eggs in violation of Section 1 of the Sherman Act. A half dozen motions to dismiss await resolution. The movants seek to dismiss the claimed antitrust violation asserted against them individually in the direct purchaser plaintiffs’ Second Consolidated Amended Class Action Complaint (hereinafter, the “SAC”) for not meeting the grade. They argue that the SAC is like a curate’s egg: although the pleading arguably may have alleged sufficient facts in support of the antitrust conspiracy claim as to some defendants, the pleading is deficient with respect to each of the movants by failing to allege facts that they specifically were parties to the conspiracy. Cracking each motion ad seriatim, the Court grants the motions of Hillandale Gettysburg L.P., Hillandale Farms Inc., and Hillandale Farms East, Inc. (collectively, the “Hillandale Entities”), and United Egg Association, and denies the remainder of the motions addressed in this Memorandum. II. Background The Plaintiffs are direct purchasers of domestic eggs, who brought suit in a number of jurisdictions, charging that defendant egg producers and trade groups engaged in a conspiracy to manipulate the supply of, and thereby fix prices for, domestically-sold eggs. The Judicial Panel on Multidistrict Litigation centralized the actions for coordinated pretrial proceedings before this Court. At the present stage, the SAC is the operative pleading for the direct purchaser plaintiffs, replacing or superceding all of the previously-filed individual and consolidated complaints. The various named Defendants responded to the SAC by answers or motions to dismiss, or, in some specific respects, both. The six motions at bar have been fully briefed and illuminated by oral argument and the parties’ submissions of supplemental authorities they wished to bring to the Court’s attention. The Court commends all of the attorneys for their stimulating advocacy. III. Factual Allegations Given the complexity of, and level of nuanced detail provided in, the SAC concerning the Defendants’ alleged conduct, the industry structure and practices, and market implications, the Court limits the discussion to the SAC’s core allegations. Plaintiffs articulate their legal theory as follows: Plaintiffs allege herein a conspiracy among Defendants and certain unnamed co-conspirators where they agreed to fix, raise, maintain and/or stabilize the prices at which shell eggs and egg products (collectively, “eggs”) were sold in the United States, including by controlling the aggregate supply of domestic eggs. Each Defendant knew that it could not do this by itself and that supply needed to be “restrained” by collective action. Thus, Defendants entered into an overarching agreement to manage the aggregate supply of eggs in the United States. During the Class Period [from January 1, 2000 to present], Defendants implemented this supply management conspiracy by agreeing to take several coordinated actions. SAC ¶¶ 1, 481. Specifically, Plaintiffs list eight alleged “collective actions” undertaken by Defendants to advance the purported “overarching conspiracy” to manipulate the supply of eggs thereby affecting the price of eggs. See id. ¶¶ 11-18. Those eight actions allegedly enhanced the conspiracy by, in and of themselves, altering the supply and, hence, the price, of eggs. Plaintiffs claim that the first collective action took place in 1999 and 2000 when Defendants established a “supply adjustment program.” Through this program participants agreed to engage in an immediate five-percent flock molt, a five-percent reduction of flock inventory in the ensuing six to twelve months, and the development of a hatch reduction program. Id. at ¶¶ 11,187-89. The second collective action allegedly involved the Defendants agreeing to a five-percent emergency flock reduction in 2001. Id. at ¶¶ 12,195. The third action occurred in 2002 when Defendants developed and undertook an early molt and hen disposal plan. Id. at ¶¶ 13,198-200. The fourth collective action involved Defendants agreeing to adopt guidelines on cage space densities for hens. These guidelines were part of an “animal husbandry” or “animal welfare” program that became known as the “United Egg Producers Certification Program” (hereinafter, the “UEP Certification Program” or the “Program”). Id. ¶ 14. By complying with the guidelines, producers could sell “UEP-certified eggs” and affix a logo on packages to reflect that the eggs were certified under the Program. Id. ¶¶ 82, 310. The Program figures prominently in the Plaintiffs’ claims and is discussed in greater detail below. The fifth alleged collective action involves the execution of an early molt and flock disposal plan in mid-2004. Id. ¶ 15. For the sixth collective action, Plaintiffs claim that Defendants held an “Egg Industry Economic Summit” to coordinate an immediate supply reduction scheme via a written commitment to reduce supply. See id. ¶¶ 16, 288-93. The SAC appears to quote without citation the purported language on this “commitment sheet”: “Option # To dispose of hens that are currently scheduled for disposal between January 1 and April 30, 2005 four (4) weeks earlier than previously scheduled;” or “Option # 2 To reduce their December 1, 2004 flock size by 5% between the dates of January 1 through April 30, 2005.” Id. ¶ 290; see also id. ¶ 293. As part of the seventh collective action, according to Plaintiffs, Defendants required through the UEP Certification Program “that a company must commit to implementing the welfare guidelines on 100% of all production facilities.” Id. ¶ 17. Specifically, the requirement was “that 100% of a producer’s egg houses ... be maintained in accordance with the [UEP Certification Program] guidelines in order for a company to sell ‘UEP Certified’ eggs.” Id. ¶ 222. Finally, the alleged eighth action was an export program. Plaintiffs claim that Defendants allegedly agreed to export eggs at a loss in order to lower supply in the United States, and they agreed to reimburse each other to cover those losses. Id. ¶¶ 18, 329, 333-34. As described by Plaintiffs, the Defendants’ trade groups, United Egg Producers (“UEP”), United Egg Association (“UEA”), and United States Egg Marketers (“USEM”), who are also named Defendants, were central to this conspiracy. Defendant egg producers’ memberships and participation in those trade groups allegedly facilitated the Defendants’ “collective actions” that advanced the conspiracy. Under the Plaintiffs’ theory, through their “collective actions” Defendants sought to raise the price of eggs by capitalizing on certain market conditions particular to the domestic egg market. In particular, Plaintiffs charge that Defendants’ objective was to take advantage of consumers’ relatively inelastic demand for eggs, as well as the fact that eggs are commodities and have no market substitutes. Id. at ¶¶ 6, 152-56, 158. Defendants’ actions were supposedly prompted by a desire to stabilize the egg market’s volatile prices and supply. Prior to Defendants’ coordinated actions, supply allegedly was cyclical, depending on the increase or decrease of prices in the egg market. Id. at ¶ 7. Recognizing the market volatility and its impact on the industry and producers, Defendants allegedly pursued the coordinated actions to increase egg prices. According to Plaintiffs, the Defendants’ conduct purportedly achieved the desired outcome by decreasing egg production, thereby decreasing the supply of eggs and leading to increased egg prices. Plaintiffs point to various increases in egg prices from 2003 to 2009 and attribute those increases to reduced supply, claiming such a result is the ill-gotten product of the Defendants’ conspiratorial conduct. See, e.g., id. ¶¶ 162-63, 166-70, 367, 369, 375, 377. Defendants, who were both shell egg and egg products producers, supposedly benefited from the overall reduced supply of eggs. Id. ¶408. Those Defendants who were egg products producers allegedly benefited by being able to market their egg products at an artificially increased price, even though they purchased shell eggs at inflated prices. Id. ¶ 409. The Defendants, of course, have an entirely different take on the events recounted in the SAC, so much so that many of the Defendants challenge the sufficiency of the allegations in the SAC even while tacitly acquiescing in the continuation of the core of Plaintiffs’ claim at least beyond the Rule 12(b)(6) stage. IV. Legal Standards A. Motion to Dismiss Standard As is well acknowledged, a Rule 12(b)(6) motion tests the sufficiency of a complaint. Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). Rule 8 of the Federal Rules of Civil Procedure 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.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (alteration in original) (quoting Conley, 355 U.S. at 47, 78 S.Ct. 99). Nonetheless, a plaintiff must provide “more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Id. (citation omitted). Specifically, “[fjactual allegations must be enough to raise a right to relief above the speculative level.” Id. The question is not whether the claimant will ultimately prevail but whether the complaint is “sufficient to cross the federal court’s threshold.” Skinner v. Switzer, — U.S. -, 131 S.Ct. 1289, 1296, 179 L.Ed.2d 233 (2011) (citation omitted). To survive a motion to dismiss, a civil complaint must allege “factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009); see also Matrixx Initiatives, Inc. v. Siracusano, — U.S. -, 131 S.Ct. 1309, 1323, 179 L.Ed.2d 398 (2011). In essence, this is equivalent to the math teacher’s admonition to “show your work” to explain the proffered answer. The complaint need allege “only enough facts to state a claim of relief that is plausible on its face” so as to test whether “plaintiffs ... have ... nudged their claims across the line from conceivable to plausible.” Twombly, 550 U.S. at 570, 127 S.Ct. 1955. In other words, there needs to be “enough fact to raise a reasonable expectation that discovery will reveal evidence of illegality].” In re Ins. Brokerage Antitrust Litig., 618 F.3d 300, 319 (3d Cir.2010) (alteration in original) (quoting Arista Records, LLC v. Doe 3, 604 F.3d 110, 120 (2d Cir.2010)). Certainly, such an assessment of the sufficiency of a complaint is “a context-dependent exercise” because “[s]ome claims require more factual explication than others to state a plausible claim for relief.” W. Penn Allegheny Health Sys., Inc. v. UPMC, 627 F.3d 85, 98 (3d Cir.2010) (citations omitted). The applicable pleading standard also requires adherence to certain well-recognized 'parameters. For one, the Court “must consider only those facts alleged in the complaint and accept all of the allegations as true.” ALA Inc. v. CCAIR, Inc., 29 F.3d 855, 859 (3d Cir.1994) (citing Hishon v. King & Spalding, 467 U.S. 69, 73, 104 S.Ct. 2229, 81 L.Ed.2d 59 (1984)); see also Twombly, 550 U.S. at 589, 127 S.Ct. 1955 (stating that courts must assume that “all the allegations in the complaint are true (even if doubtful in fact)”). Concomitantly, the Court must also accept as true all reasonable inferences that may be drawn from the allegations, and view those facts and inferences in the light most favorable to the non-moving party. Revell v. Port Auth. of N.Y. & N.J., 598 F.3d 128, 134 (3d Cir.2010), cert. denied, — U.S. -, 131 S.Ct. 995, 178 L.Ed.2d 825 (2011); Rocks v. Philadelphia, 868 F.2d 644, 645 (3d Cir.1989). Nonetheless, the Court need not accept as true “unsupported conclusions and unwarranted inferences,” Doug Grant, Inc. v. Greate Bay Casino Corp., 232 F.3d 173, 183-84 (3d Cir.2000) (quoting City of Pittsburgh v. W. Penn Power Co., 147 F.3d 256, 263 n. 13 (3d Cir.1998)), or the plaintiffs “bald assertions” or “legal conclusions,” Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 (3d Cir.1997). Finally, in considering a pleading’s sufficiency, “a court must consider only the complaint, exhibits attached to the complaint, matters of public record, as well as undisputedly authentic documents if the complainant’s claims are based upon these documents.” Mayer v. Belichick, 605 F.3d 223, 230 (3d Cir.2010) (citing Pension Benefit Guar. Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir.1993)), cert. denied, — U.S. -, 131 S.Ct. 1607, 179 L.Ed.2d 501 (2011). While the foregoing discussion is familiar enough legal terrain — especially for the accomplished advocates involved in this litigation — given what follows in this opinion, it bears recounting the standards against which the pending motions and the SAC must be judged. B. Application of Pleading Standard to Sherman Act § 1 Claims Under § 1 of the Sherman Act, “[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, is declared to be illegal.” 15 U.S.C. § 1. The Third Circuit Court of Appeals has held that in order to sufficiently plead a Sherman Act Section 1 claim “two essential requirements” must be satisfied. Ins. Brokerage, 618 F.3d at 315. “First, the plaintiff must show that the defendant was a party to a ‘contract, combination ... or conspiracy,’ ” and second, “that the conspiracy to which the defendant was party imposed an unreasonable restraint on trade.” Id. (citations omitted). Ultimately, under the conventional Third Circuit case law, a plaintiff seeking to establish a Section 1 claim must prove: “(1) concerted action by the defendants; (2) that produced anti-competitive effects within the relevant product and geographic markets; (3) that the concerted actions were illegal; and (4) that it was injured as a proximate result of the concerted action.” Gordon v. Lewistown Hosp., 423 F.3d 184, 207 (3d Cir.2005) (citing Petruzzi’s IGA Supermarkets, Inc. v. Darling-Delaware Co., 998 F.2d 1224, 1229 (3d Cir.1993) and Big Apple BMW, Inc. v. BMW of North Am. Inc., 974 F.2d 1358, 1364 (3d Cir.1992)); see also Ins. Brokerage, 618 F.3d at 315 n. 9 (recognizing that in addition to the “two essential requirements” plaintiffs must also prove two other elements relating to antitrust injury). Considerable focus at the pleadings stage in antitrust suits — and particularly the present suit, given the motions at bar — is directed to the “crucial question” of whether “the challenged anticompetitive conduct stem[s] from independent decision or from an agreement, tacit or express” because Section 1 “does not prohibit [all] unreasonable restraints of trade ... but only restraints effected by a contract, combination or conspiracy.” Twombly, 550 U.S. at 553, 127 S.Ct. 1955 (alterations in original) (internal quotation marks omitted); see also Ins. Brokerage, 618 F.3d at 315 (stating that the “existence of an agreement is the hallmark of a Section 1 claim”); Gordon, 423 F.3d at 207 (“The essence of a Section 1 claim is the existence of an agreement.” (citing Mathews v. Lancaster Gen. Hosp., 87 F.3d 624, 639 (3d Cir.1996)). In Sherman Act litigation, an agreement is “sometimes also referred to as a ‘conspiracy’ or ‘concerted action.’ ” W. Penn Allegheny, 627 F.3d at 99 (citing Twombly, 550 U.S. at 553, 127 S.Ct. 1955; Gordon, 423 F.3d at 207 & n. 16). To fend off a motion to dismiss, plaintiffs must plead “enough factual matter (taken as true) to suggest than an agreement was made.” Twombly, 550 U.S. at 556, 127 S.Ct. 1955. “[I]f a plaintiff expects to rely exclusively on direct evidence of conspiracy, its complaint must plead ‘enough fact to raise a reasonable expectation that discovery will reveal’ this direct evidence” of illegality. Ins. Brokerage, 618 F.3d at 324 (quoting Twombly, 550 U.S. at 556, 127 S.Ct. 1955). “[I]f the plaintiff alternatively expects to rest on the circumstantial evidence of parallel behavior, the complaint’s statement of facts must place the alleged behavior in ‘a context that raises a suggestion of a preceding agreement, not merely parallel conduct that could just as well be independent action.’ ” Id. (quoting Twombly, 550 U.S. at 557, 127 S.Ct. 1955). For example, allegations of merely parallel conduct and a “bare assertion of conspiracy” would be insufficient under the requisite pleading standard, because “[without 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.” Twombly, 550 U.S. at 556-57, 127 S.Ct. 1955. “Twombly makes clear that a claim of conspiracy predicated on parallel conduct should be dismissed if ‘common economic experience,’ or the facts alleged in the complaint itself, show that independent self-interest is an ‘obvious alternative explanation’ for defendants’ common behavior.” Ins. Brokerage, 618 F.3d at 326. However, when a pleading alleges circumstantial facts, the pleading standard does not require consideration of “whether the circumstantial evidence ... is sufficient to compel an inference of conspiracy; ... [instead,] the test for whether to dismiss a case at [the pleading] stage turns on the complaint’s ‘plausibility.’ ” Text Messaging, 630 F.3d at 629 (emphasis in original). The concept of agreement, implicit or explicit, is also central to the inquiry of whether a complaint is sufficient with respect to an individual defendant in an antitrust conspiracy case. Here, as is true in many of these cases, in order to address the meat of a motion to dismiss, the key question is whether the SAC sufficiently alleges that the moving defendant joined the alleged agreement, conspiracy, or concerted action. To evaluate the articulated allegations as to an individual defendant in the context of a multi-defendant, multi-faceted conspiracy, the conspiracy must not be “compartmentalized.” The “character and effect of [the] conspiracy are not to be judged by dismembering it and viewing its separate parts, but only by looking at it as a whole.” Continental Ore Co. v. Union Carbide & Carbon Corp., 370 U.S. 690, 699, 82 S.Ct. 1404, 8 L.Ed.2d 777 (1962); see also Jung v. Ass’n of American Med. Colls., 300 F.Supp.2d 119, 160 (D.D.C.2004) (recognizing the same and that this “maxim has been applied in a variety of contexts, including in consideration of motions to dismiss”); In re Pressure Sensitive Labelstock Antitrust Litig., 566 F.Supp.2d 363, 373 (M.D.Pa.2008) (“[A] district court must consider a complaint in its entirety without isolating each allegation for individualized review.”); In re Blood Reagents Antitrust Litig., 756 F.Supp.2d 623, 630-31 (E.D.Pa.2010) (“Defendants’ briefing attempts to dismember plaintiffs’ Complaint in order to show how each allegation, in isolation, fails to sufficiently aver plausibility. However, ... the allegations in the Complaint must be viewed as a whole.... Twombly emphasized context.” (citations omitted)); cf. Petruzzi’s, 998 F.2d at 1230 (“[A] court should not tightly compartmentalize the evidence put forward by the nonmovant, but instead should analyze it as a whole to see if together it supports an inference of concerted action.” (citation omitted)). In this regard, the Court is mindful of the parable of the blind men and the elephant in which a group of blind men try to agree on a description of an elephant solely on the basis of their own, individual limited perception, leading one (having felt only the tail) to assert that an elephant is rope-like, another (having felt only an ear) to declare that an elephant is a living fan, another (having felt only a leg) to describe the beast like a tree, another (having felt only a tusk) declaring an elephant to be a smooth, hard cone and so forth. Similarly, courts have held that antitrust conspiracy allegations need not be detailed on a defendant-by-defendant basis. See, e.g., In re OSB Antitrust Litig., No. 06-826, 2007 WL 2253419, at *5 (E.D.Pa. Aug. 3, 2007) (“Antitrust conspiracy allegations need not be detailed defendant by defendant.”); In re TFT-LCD (Flat Panel) Antitrust Litig., 586 F.Supp.2d 1109, 1117 (N.D.Cal.2008) (acknowledging that a “complaint need not contain detailed ‘defendant by defendant’ allegations”). Individual defendants must have reasonable, not exhaustive, notice of the allegations, and such notice is achieved when the plaintiff states a plausible claim for relief against those defendants. See, e.g., OSB, 2007 WL 2253419, at *6 (citing In re Elec. Carbon Prods. Antitrust Litig., 333 F.Supp.2d 303, 313-14 (D.N.J.2004)); see generally Twombly, 550 U.S. at 555, 127 S.Ct. 1955 (discussing fair notice of a claim to a defendant). To provide reasonable notice to a specific defendant of the claim(s) against it, a complaint must plausibly suggest that the individual defendant actually joined and participated in the conspiracy. See OSB, 2007 WL 2253419, at *5 (“[T]he plaintiff must allege that each individual defendant joined the conspiracy and played some role in it.”); Jung, 300 F.Supp.2d at 161 (recognizing a plaintiffs “burden of adequately alleging that a conspiracy to restrain trade existed in the first instance and that each defendant knowingly joined or agreed to participate in the conspiracy”); Flat Panel, 586 F.Supp.2d at 1117 (acknowledging that “the complaint ‘must allege that each individual defendant joined the conspiracy and played some role in it because, at the heart of an antitrust conspiracy is an agreement and a conscious decision by each defendant to join it.’ ” (quoting Elec. Carbon, 333 F.Supp.2d at 311-12)); In re Static Random Access Memory (SRAM) Antitrust Litig., 580 F.Supp.2d 896, 904 (N.D.Cal.2008) (“[Plaintiffs] now [at the motion to dismiss stage] only need to make allegations that plausibly suggest that each Defendant participated in the alleged conspiracy.”). At the same time, plaintiffs need not “plead each defendant’s involvement in the alleged conspiracy in elaborate detail.” Flat Panel, 586 F.Supp.2d at 1117. Likewise, “[a]ntitrust law has never required identical motives among conspirators, and even reluctant participants have been held liable for conspiracy.” Spectators’ Commc’n Network Inc. v. Colonial Country Club, 253 F.3d 215, 221 (5th Cir.2001) (citing Fineman v. Armstrong World Indus., Inc., 980 F.2d 171, 212 (3d Cir.1992)); see also Petruzzi’s, 998 F.2d at 1243 (recognizing that for an antitrust conspiracy, “defendants need not share the same motive. Rather, all that is required is that they each have a motive to conspire”). Instead, a plaintiffs pleading burden is to offer allegations that plausibly suggest that the defendant agreed to the conspiracy, which, in the antitrust context, is a conscious commitment to a common scheme designed to achieve an unlawful objective. See Ins. Brokerage, 618 F.3d at 315 (“[T]he plaintiff must show that the defendant was a party to a ‘contract, combination ... or conspiracy’ .... in other words, a ‘unity of purpose or a common design and understanding or a meeting of minds’ or ‘a conscious commitment to a common scheme.’ ” (citations omitted) (internal quotation marks omitted)); Jung, 300 F.Supp.2d at 158 (recognizing that “plaintiffs must allege ‘that the challenged restraint is not the result of independent actions by the defendants,’ but rather that ‘the defendants consciously committed to a common agreement of an unreasonable restraint on trade’ ” (citations omitted)). In short, the issue is whether the pleading delineates to some sufficiently specific degree that a defendant purposefully joined and participated in the conspiracy. The Court properly looks for more than mere repetitive generic reference to “Defendants” tacked on to a conclusory verb form to connect an individual defendant to an actual agreement in an antitrust conspiracy. “Simply using the global term ‘defendants’ to apply to numerous parties without any specific allegations that would tie each particular defendant to the conspiracy is not sufficient.” Elec. Carbon, 333 F.Supp.2d at 312 (internal quotation marks omitted); see also In re Travel Agent Comm’n Antitrust Litig., 583 F.3d 896, 905 (6th Cir.2009), cert. denied sub nom., TAM Travel, Inc. v. Am. Airlines, Inc., — U.S. -, 131 S.Ct. 896, 178 L.Ed.2d 746 (2011) (rejecting plaintiffs’ “attempt to implicate” certain defendants who are not “mentioned in the body of the Amended Complaint,” and with respect to whom plaintiffs fail to “specify how [they] are involved in the alleged conspiracy,” by “relying on several vague allegations contained in the Amended Complaint that refer to ‘defendants’ or ‘defendants’ executives’ ”); In re Digital Music Antitrust Litig., No. 06 MD 1780, 812 F.Supp.2d 390, 417, 2011 WL 2848195, at *20 (S.D.N.Y. July 18, 2011) (recognizing that “generic references to ‘defendants’ ” are “insufficient” in alleging direct involvement of individual defendants in the alleged conspiracy); Jung, 300 F.Supp.2d at 163 (“Plaintiffs cannot escape their burden of alleging that each defendant participated in or agreed to join the conspiracy by using the term ‘defendants’ to apply to numerous parties without any specific allegations as to [an individual defendant].” (citing Invamed, Inc. v. Barr Labs., Inc., 22 F.Supp.2d 210, 221 (S.D.N.Y.1998)). Conclusory, collective language is too convenient, too undisciplined, and too unfocused in light of exposures to litigation expense and disruption (even without ultimate liability) that are so great in antitrust (and other) cases. Such exposure ought to be limited to those who have been made at least reasonably aware of what they have done or failed to do, lest the litigants be left to wander aimlessly through the wilds and wilderness of discovery to no ultimate destination. See Twombly, 550 U.S. at 565 n. 10, 127 S.Ct. 1955 (recognizing that “a defendant seeking to respond to ... allegations in the § 1 context would have little idea where to begin” when a complaint fails to give notice of the claims against it); In re Fla. Cement & Concrete Antitrust Litig., 746 F.Supp.2d 1291, 1318 n. 23 (S.D.Fla.2010) (observing that when allegations are “specific enough,” they can “reduce the enormous discovery burden that concerned the Supreme Court in Twombly”). V. Legal Discussion For the present motions, because Plaintiffs assert a theory of, in their words, an “overarching conspiracy” to restrict the supply of eggs, the question that each motion raises is whether Plaintiffs adequately alleged particularized facts that each Defendant undertook certain acts, or engaged in certain conduct, when viewed in the context of the entire SAC, that plausibly suggest that particular Defendant’s embrace of that overarching conspiracy. Thus, the extent to which Plaintiffs have met their burden under Rule 12(b)(6) as to each movant is now addressed. A. Michael Foods’ Motion to Dismiss Michael Foods, Inc. claims that the SAC’s specific allegations are insufficient to plausibly support the claim against it. According to Michael Foods, the “only factual allegations made against it with any degree of specificity” are that the company was a member of two defendant trade groups, UEP and UEA; that Michael Foods attended UEP and UEA meetings; and that Michael Foods partook in only one of the eight “coordinated actions” alleged to have advanced the overarching conspiracy — namely, joining the UEP Certification Program. Michael Foods Mot. at 4. These allegations, it contends, are insufficient to suggest that it actually joined the overarching conspiracy to restrict the supply of eggs. Certainly, pertinent legal authority is clear that participation in a trade group association and/or attending trade group meetings, even those meetings where key facets of the conspiracy allegedly were adopted or advanced, are not enough on their own to give rise to the inference of agreement to the conspiracy. See Ins. Brokerage, 618 F.3d at 349 (“[Neither defendants’ membership in the [trade association], nor their common adoption of the trade group’s suggestions, plausibly suggest conspiracy.... While these allegations [of defendant-brokers’ membership in a trade group and their common adoption of the trade group’s suggestions], indicate that the brokers had an opportunity to conspire, they do not plausibly imply that each broker acted other than independently .... ” (citations omitted)); see also Travel Agent, 583 F.3d at 910-11 (“The fact that [defendants] gathered at industry trade association meetings during the seven-year period when defendants reduced commission rates should not weigh heavily in favor of suspecting collusion.... Moreover, a mere opportunity to conspire does not, standing alone, plausibly suggest an illegal agreement because [the defendants’] presence at such trade meetings is more likely explained by their lawful, free-market behavior.” (citation omitted)); LaFlamme v. Soeiete Air France, 702 F.Supp.2d 136 (E.D.N.Y.2010) (“Membership and participation in a trade association alone does not give rise to a plausible inference of illegal agreement.” (citing Twombly, 550 U.S. at 567 n. 12, 127 S.Ct. 1955 and In re Elevator Antitrust Litig., No. 04-CV-1178, 2006 WL 1470994, at *30-31 (S.D.N.Y. May 30, 2006), aff'd, 502 F.3d 47 (2d Cir.2007)); In re Graphics Processing Units Antitrust Litig., 527 F.Supp.2d 1011, 1024 (N.D.Cal.2007) (determining that because “Plaintiffs have not pleaded that defendants ever met and agreed to fix prices; they plead at most that defendants had the opportunity to do so because they attended many of the same meetings.”). Indeed, the SAC alleges that Michael Foods’ employees served on UEP or UEA committees, such as UEP’s Area # 3, Government Relations Committee, Environmental Committee, Quality Assurance/Food Safety Committee, and UEP Producer Committee for Animal Welfare, and the Long Range Planning Committee. SAC ¶ 48. At times, these employees are alleged to have held leadership positions in the trade groups as a whole, such as when Toby Catherman of Michael Foods was elected chairman of UEA in 2004 or when certain Michael Foods’ employees served as UEP Board members. Id. ¶¶ 437, 284, 298. Plaintiffs also charge that Michael Foods, as represented by its employees, inter alia, was present at UEP Board meetings where Defendants purportedly “extolled the benefits of decreased supply on the price of eggs, discussing their own companies’ participation in these collective schemes, and encouraging other companies to participate in industry supply restriction efforts,” id. ¶ 191; attended UEP Animal Welfare Committee meetings where attendees articulated that the “ ‘animal husbandry’ program’s express purpose was to reduce supply,” id. ¶ 211; attended UEP Annual Board meetings where the “100% rule” was approved by a 19-to-l vote and where the Board approved a schedule for early hen disposal or, alternatively, five-percent flock size reduction, id. ¶¶ 220-21, 284-85; and attended a meeting of UEP’s Producer Committee for Animal Welfare where a motion that “no new licenses to market Animal Care Certified eggs will be issued or renewed to producers who are not ACC certified” was approved by a 19-to-8 vote and a 26-to-2 vote approved a motion to permit “a license to market ACC eggs [to] be issued to shell egg processors and further egg processors who do not own or operate egg production facilities,” id. ¶ 310. Given that mere membership in a trade group or attendance at a meeting cannot alone sufficiently plead agreement to a conspiracy, active participation, rather than merely passive presence, becomes key in inferring agreement to the conspiracy and potential liability. With respect to the SAC, the only action that is attributed to Michael Foods at a trade group meeting was during an August 12, 2008 earnings conference call. During the call a Michael Foods representative purportedly made comments that, “Another factor supporting high egg prices is a short-term contraction in supply due to broad adoption of animal well-being programs on bird density,” id. ¶ 402, and that “ ‘[s]upply has been pressured through the animal wellbeing efforts, I think by the industry’ and that the UEP Certification Program was the contributor to these material supply restrictions over the last year.” Id. ¶ 403. However, the SAC does not allege that Michael Foods engaged in any other conduct at the trade group meetings beyond attendance or making comments that can be consistent with mere observation or opinion. As such, the SAC’s allegations as to Michael Foods’ involvement at trade group meetings are at best alleged facts of an opportunity to conspire, not of agreement to or participation in the alleged conspiracy. Cf. Graphics Processing, 527 F.Supp.2d at 1023 (“Attendance at industry trade shows and events is presumed legitimate and is not a basis from which to infer a conspiracy, without more.... Moreover, even where some competitors have admitted to meeting to fix prices at or near trade shows and conferences, it is not reasonable to infer that another competitor in attendance at the same meeting had done likewise.” (citing In re Citric Acid Litig., 191 F.3d 1090, 1097-98 (9th Cir.1999))). However, although “participation in various trade organizations____cannot alone support Plaintiffs’ claims, ... such participation demonstrates how and when Defendants had opportunities to exchange information or make agreements.” SRAM, 580 F.Supp.2d at 903; see also In re Transpacific Passenger Air Transp. Antitrust Litig., No. C 07-05634, 2011 WL 1753738, at *14 (N.D.Cal. May 9, 2011) (same). And a fair reading of the SAC demonstrates that, by alleging that Michael Foods was certified under the UEP Certification Program, Plaintiffs have alleged more than mere opportunity to conspire on the part of Michael Foods to suggest plausibly that Michael Foods joined the conspiracy. The gravamen of the Michael Foods motion thus concerns whether the allegations that Michael Foods joined the UEP Certification Program plausibly suggest, in conjunction with the allegations of Michael Foods’ involvement in the trade group associations and meetings, that the company joined the conspiracy. The SAC charges that Michael Foods was listed as a certified company under the UEP Certification Program as of September 30, 2008, and that Michael Foods “adopt[ed] UEP certified guidelines to reduce chick hatch (certification no. 345 and license agreement 509),” SAC ¶¶ 49, 448, yet the SAC lacks any alleged facts concerning when Michael Foods joined the Program and the context of its decision to join or seek certification. Noting the absence of such facts, Michael Foods argues that the SAC fails to “allege any facts suggesting that Michael Foods’ eventual decision to sell UEP Certified Eggs was indicative of an unlawful agreement.” Michael Foods Mot. at 8. Instead, Michael Foods contends that the SAC itself suggests that Michael Foods had a pro-competitive justification for participating in the Program because “major retailers” such as Kroger Co. and WalMart Stores, Inc. announced that they would only purchase UEP-certified eggs. See id. ¶236. Michael Foods farther argues that such a pro-competitive justification is consistent with the possibility of independent action and the concomitant suggestion that it merely engaged in parallel conduct, rather than committed to a common conspiratorial and actionable scheme. However, the Court concludes that the facts as set forth plausibly suggest that Michael Foods’ certification under the Program, coupled with Michael Foods’ other alleged conduct, can be seen as consistent with anti-competitive behavior and tend to exclude the possibility of independent action. This is because, at this stage of the litigation, the UEP Certification Program has been alleged to embrace anti-competitive features that have no apparent alternative pro-competitive rationale. As the SAC alleges, a producer must follow the Program’s guidelines, including those that are or would be inconsistent with independent self-interest, in order to attain and maintain certification under the Program. See, e.g., id. ¶ 222 (recognizing that in order for a producer to sell “UEP-Certified” eggs, all “egg houses must be maintained in accordance with the supply restriction guidelines”). Without any legitimate business reasons for certain features of the UEP Certification Program, independent self-interest absent agreement tends to be excluded as an explanation for a defendant’s certification and the requisite conduct to obtain such status. Hence, agreement to the overarching conspiracy is plausibly suggested when a company, such as Michael Foods, that attended meetings where allegedly key decisions instrumental to the conspiracy were made or where effects of alleged coordinated actions were extolled, is alleged also to have been certified under and participated in the UEP Certification Program and concomitantly followed the Program’s guidelines. See James Julian, Inc. v. Raytheon Co., 557 F.Supp. 1058, 1065 n. 18 (D.Del.1983) (“While mere membership, even when coupled with knowledge of wrongful conduct of the association, is insufficient to establish knowing participation ..., once attendance is coupled with a consistent later act, an inference of knowing participation is permissible.” (citing Hunt v. Mobil Oil Corp., 465 F.Supp. 195, 231 (S.D.N.Y.1978), aff'd mem., 610 F.2d 806 (2d Cir.1979)). Several conventional features of the UEP Certification Program lead the Court to this conclusion. The Program, as a whole, purportedly implements animal welfare guidelines and reportedly was intended to increase cage space for hens, yet particular features of the Program as alleged in the SAC are methods of restricting egg supply without an apparent legitimate business reason. As a point of reference for this discussion, the Court recognizes at the outset that, given the SAC’s factual allegations concerning egg production, cage space guidelines to promote space for egg-laying hens, in and of themselves and without measures for additional cages, necessarily decrease egg supply: fewer hens per cage equate to fewer eggs produced. In the absence of explanations that hens achieve greater egg yields with lower bird density, it is not difficult to accept the plausibility of Plaintiffs’ theory of which came first, fewer hens or fewer eggs. The Court recognizes that unrelated to commercial goals, such guidelines can have apparently legitimate explanations relating to promoting animal welfare. However, other specific aspects of the Program ostensibly lack potentially pro-competitive justification. In particular, the SAC alleges that the Program relied on certified producers to reduce bird density by reducing chick hatch over a phased period of time and thereby achieve the cage space requirements. SAC ¶ 203 (“Defendants decided to implement ... cage space recommendations as a long term chick hatch reduction program ... [,] later known as the ‘UEP Certified Program.’ ”); see also id. ¶ 253 (identifying chick hatch reduction as a feature of the Program); id. ¶206 (describing the desired cage space per hen); id. ¶464 (describing the Animal Welfare Committee’s approval in 2006 of a policy that allows “any new company now making an ‘Application for Certification’ to come on to the program by meeting UEP’s currently required hatch schedule for cage space rather than depopulating existing flocks”). Chick hatching is the means producers use to acquire their egg-layer stock. Id. ¶¶ 125-28. Thus, a producer’s reduction in chick hatch would reduce the available stock of hens for egg production and, logically, the attendant output of eggs. Michael Foods, like the other Defendants that have moved to dismiss, has not proffered any pro-competitive explanation (predicated upon the SAC or otherwise) for why the Program requires this particular vehicle to reduce bird density per cage. Based on the facts recounted in the SAC, such an alternative explanation is not discernable. Reducing the supply of egg-laying hens as a general practice, in the absence of agreement, would be contrary to an individual egg producer’s business interests. This is particularly true because egg-layers have a short productive cycle — “the majority of hens are between 100 and 130 weeks of age when they reach the end of their egg production cycle,” id. ¶ 134, and new, younger egg-layers would continually be needed for egg production. Furthermore, the Program’s requirement to reduce chick hatch, which, as alleged, has no apparent limitations as to hatching numbers or duration of the practice, negates Michael Foods’ intimations that adherence to cage space limits would not prevent a producer from reallocating its hens by increasing its overall number of cages or barns, thereby producing more eggs, and demonstrating that its certification under the UEP Certification Program is not indicative of an unlawful agreement. Michael Foods Mot. at 8. A certified producer could not fill additional cages if it reduced its overall supply of egg-laying hens by engaging in chick hatch reduction. Moreover, contrary to Michael Foods’ argument on this score, Plaintiffs have alleged “[a]s part of these [UEP Certified] guidelines ... Defendants also agreed not to add capacity or make up for the lost hens that would result through reduced cage densities----” SAC ¶208 (emphasis added). Another alleged feature of the Program involves guidelines that prohibit the practice of backfilling. Id. ¶ 429; see also id. ¶306 (describing the UEP Board of Directors’ decision in 2004 to incorporate a prohibition on backfilling in the Program’s guidelines). Backfilling is the practice of replacing hens lost from mortality or illness in a flock with “pullets,” which are “young female chickens that will become egg-laying hens when they are sexually mature.” Id. ¶¶ 23 n. 1, 126. Thus, back-filling prevents the attrition of egg-laying hens, and, as a corollary, the prohibition of the practice promotes attrition and the consequent reduction in egg production. This prohibition, as described in the SAC, also appears consistent with supply restriction and further appears contrary to economic self-interest in the absence of an anti-competitive agreement. The Program allegedly places such an emphasis on prohibiting backfilling that the guidelines mandate a severe penalty for engaging in backfilling: producers “automatically fail[ ] their audit” if they backfill. Id. ¶ 429. The Program also required as a condition of certification that all of a producer’s egg houses be maintained in accordance with the Program, and, implicitly, with the guidelines requiring chick hatch reduction and prohibiting backfilling. Id. ¶ 222. The SAC describes this 100% rule as requiring “a company [to] commit to implementing the welfare guidelines on 100% of all production facilities regardless of how or where eggs may be marketed.” See id. ¶ 221 (emphasis added)); id. ¶ 17 (same). It is unclear from the SAC’s facts what the legitimate business purpose may be in requiring that all of a producer’s facilities meet certification guidelines in order to obtain certification. Indeed, there is no apparent reason, and there are no allegations to suggest, why an independent, self-interested egg producer voluntarily would constrain all of its facilities, and thereby its entire production, without regard for consumer egg preferences, which could include desires for certified and non-certified eggs. See, infra (recognizing that the facts in the SAC do not allege that the entire universe of egg consumers demanded UEP-certified eggs and that some consumers purchased non-certified eggs). Plaintiffs have averred that the 100% rule “was implemented solely to ensure that flock sizes were further reduced in line with the goals of the conspiracy ....” Id. ¶ 223. Also, the constructs of the UEP Certification Program and marketing licensing policies, as alleged, are such that there is no apparent legitimate business purpose for companies to elect to follow them absent agreement, and raise similar supply constraint issues as the 100% rule because they preclude a company from producing non-certified eggs and marketing certified eggs. According to an August 2006 UEP newsletter, “The use of the ‘License Agreement’ will allow Non-Certified companies to purchase eggs from ‘UEP Certified’ companies for the marketing of ‘Certified’ eggs.” Id. ¶ 464. The SAC alleges that Michael Foods possessed just such a marketing license under “license agreement 509.” Id. ¶ 448. Allegedly, however, the Program would not allow a company that produced non-certified eggs to obtain a marketing license for certified eggs, id. ¶ 310, with the apparent exception being, as reported by the August 2006 UEP newsletter, that licenses could be given to “UEP/UEA egg production companies [that] hav[e] made a commitment to meet the 100% rule while in the process of implementing the cage space requirements of UEP’s hatch schedule.” Id. ¶464. In contrast, so long as a company did “not own or operate egg production facilities,” that company could receive a marketing license for certified eggs. Id. ¶ 310. Similar to the 100% rule, it is seemingly inconsistent for rational companies that are both producers and marketers to restrict voluntarily their product offerings, in both production and marketing capacities, only to certified eggs in the absence of an agreement given the state of consumer demand for eggs. Furthermore, that the licensing agreement to market eggs was contingent on whether a company had production facilities and the added requirement that those facilities comply with or be “committed to” the 100% rule equally appears to be without legitimate business explanation in the absence of an anti-competitive agreement. Contrary to Michael Foods’ contention that the SAC on its face provides a pro-competitive justification for joining the UEP Certification Program — namely, consumer demand — the pleading contains no allegations that would suggest that egg consumers so effectively clamored for UEP-certified eggs as to compel self-interested producers to choose to participate in the Program and thereby commit 100% of their facilities to the guidelines, particularly in the face of alternatives. The SAC does contain certain allegations that the Food Marketing Institute, a grocers’ trade organization, “mandate[d] the UEP seal for all egg products used by organization members,” id. ¶ 234, and that Kroger and Wal-Mart, who are “major retailers,” announced that they would only purchase UEP-certified eggs, id. ¶ 236. Additionally, Plaintiffs averred that there was an expectation, as published by the industry publication, Feedstujfs, in 2004, that other consumers would follow Kroger and WalMart’s suit in demanding only UEP-certified eggs. Id. ¶ 236. Apart from these allegations, however, nothing else in the SAC suggests that UEP-certified eggs were in high demand by consumers. Instead, the SAC contains the allegation that by failing to become certified, an egg producer “may not be able to market their eggs or sell them through many major retail outlets.” Id. ¶ 235 (emphasis added). Indeed, the SAC contains several allegations that suggest that consumers purchased non-certified eggs. For example, the Albertson’s grocery chain allegedly purchased eggs from Sparboe that were not UEP-certified. Id. ¶¶ 241-42. The SAC also contains the allegation — arguably of dubious significance — that another producer, Kreider Farm Eggs, after it withdrew from the Program, sold non-eertified eggs to an unnamed “loyal customer.” Id. ¶ 244. Additionally, the SAC raises the inference that consumer preferences concerning UEP-certified eggs were malleable because Wal-Mart reportedly entertained the possibility of purchasing eggs produced under an alternative animal husbandry program developed by Sparboe in 2009. See id. ¶ 249. Furthermore, on a more global level, there certainly exists an inherent consumer interest in, if not outright demand for, non-eertified eggs because — and this is a fundamental premise of this litigation — they are cheaper than UEP-certified eggs and generally indistinguishable (notwithstanding marketing and production practices), given that they are homogenous, commodity goods, id. ¶ 158. Thus, despite Michael Foods’ urging to consider its participation in the Program to be an independent action prompted by consumer demand, the Plaintiffs’ pleading on its face does not provide an “obvious alternative explanation,” Twombly, 550 U.S. at 568, 127 S.Ct. 1955, and cannot support inexorably the required inference that the level and elasticity of such demand prompted Michael Foods to become certified. In a similar vein, Michael Foods’ pro-competitive argument is also undermined by the SAC’s allegation that alternative animal welfare programs could accomplish the welfare goals through less restrictive means. Specifically, the SAC avers, “Sparboe had designed its own internal ‘husbandry’ program which was not focused on restricting supply, in order to provide specific eggs to some customers (such as Wal-Mart) that wanted these kinds of products.” SAC ¶ 249. It follows that the UEP Certification Program was not an exclusive, or even a sensible or successive, means of advancing animal welfare. The alleged existence of such an alternative to the UEP Certification Program raises further inferences that the Program’s design, as pled, is consistent with anti-competitive behavior. Thus, despite Michael Foods’ argument that there are pro-competitive reasons for joining the UEP Certification Program in the absence of an illegal agreement the Court cannot adopt them at this time, at least for definitive Rule 12(b)(6) purposes. The allegations as to the Program raise enough of a plausible inference that certification in the Program was inconsistent with independent self-interest, at least because no non-conspiring, self-interested company would have followed the Program guidelines concerning chick hatch reduction, prohibiting backfilling, applying the guidelines to 100% of its facilities, and so on. Upon careful consideration of the parties’ arguments, and cognizant that this motion must be viewed through the lens of the conspiracy on the whole, the Court concludes that there are enough specific allegations in the SAC — those that explicitly name Michael Foods and its specific conduct, as well as those that cite specific facts and detailed circumstances concerning the nature and context of the entire conspiracy, particularly those pertaining to the UEP Certification Program — to plausibly suggest that Michael Foods joined the alleged conspiracy. Accordingly, the Rule 12(b)(6) motion by Michael Foods must be denied. B. Daybreak’s Motion to Dismiss Daybreak Foods, Inc. argues that it “is situated quite differently from most, if not all, of the other defendants in the case.” Daybreak Mot. at 8. It contends that one reason for this is because the SAC fails to link Daybreak to any of the eight “collective actions” that allegedly advanced the overarching conspiracy. Instead, according to Daybreak, the SAC allegations that specifically identify it by name merely allege that Daybreak was a UEP member and held positions on the Board and certain committees, attended meetings, and expressed comments about the egg market and industry practices. These allegations alone, Daybreak maintains, do not suggest that it agreed to the conspiracy. Yet before the substance of Daybreak’s arguments can be tested, an antecedent and dispositive issue requires resolution: whether the SAC specifically alleges Daybreak participated — at least to some degree — in the UEP Certified Program. 1. Whether Daybreak Participated in the UEP Certified Program Plaintiffs and Daybreak dispute whether the SAC has specifically alleged that Daybreak participated in the UEP Certification Program and, if so, the extent of any such participation. In particular, this issue focuses on the SAC’s Paragraph 93: Daybreak has participated in and benefited from Defendants’ and their co-conspirators’ efforts to reduce supply and fix prices, as outlined herein. Daybreak has explicitly agreed to the conspiracy alleged herein by adopting UEP Certified guidelines to reduce chick hatch and has conspired to reduce its egg supply as a result. Daybreak participated in a UEP meeting which expanded a 2004 flock/disposal scheme. SAC ¶ 93 (emphasis added). Plaintiffs maintain that this Paragraph sufficiently alleges that “Daybreak participated in the [UEP Certification] program.” Pis.’ Resp. at 40. Daybreak urges the Court to disregard this allegation on the grounds that it is rendered implausible by the SAC’s other allegations and that it is a generalized, merely conclusory allegation. Daybreak Mot. at 10; Daybreak Reply at 7. Daybreak further notes that the SAC twice lists the names of certain Defendants that were certified under the UEP Certification Program in 2003 and 2008, but that Daybreak’s name is conspicuously and meaningfully absent from those lists. Daybreak also highlights that, unlike other Defendants who are alleged to have been certified under the Program and have a certification number attributed to them, the SAC does not provide any such certification number for Daybreak. Given the familiar legal precepts governing pleading standards, the Court is constrained to accept the factual allegations quoted above from Paragraph 93 as true. Iqbal, 129 S.Ct. at 1950 (“When there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief.”). The statement that Daybreak “adopt[ed] UEP Certified guidelines to reduce chick hatch” constitutes just such a factual allegation that the Court thus must accept as true without an artificial or surgical parsing of the language Plaintiffs used. Indeed, the allegation is a factually specific statement that supports a legal conclusion, “Daybreak has explicitly agreed to the conspiracy ..., by adopting UEP Certified guidelines to reduce chick hatch.” SAC ¶ 93 (emphasis added); see Iqbal, 129 S.Ct. at 1950 (“While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations.”). As previously discussed with respect to Michael Foods, the SAC alleges specific factual details pertaining to chick hatch reduction, which further support this allegation’s factual specificity. It is thus not merely a bald statement or a legal conclusion couched as a factual allegation that the Court is not bound to credit. See Papasan v. Attain, 478 U.S. 265, 286, 106 S.Ct. 2932, 92 L.Ed.2d 209 (1986) (citing Briscoe v. LaHue, 663 F.2d 713, 723 (7th Cir.1981), aff'd on other grounds, 460 U.S. 325, 103 S.Ct. 1108, 75 L.Ed.2d 96 (1983); 2A J. Moore & J. Lucas, Moore’s Federal Practice ¶ 12.07, at 12-64 & n. 6 (1985)). Furthermore, the allegation is not implausible, notwithstanding Daybreak’s contention otherwise. Daybreak’s name may be absent from the paragraphs listing certain producers that were known to have been certified under the UEP Certification Program as of different dates, but Plaintiffs are not obliged to have the same quality or quantity of allegations as to one defendant as unto another. Cf. Beltz Travel Serv., Inc. v. Int’l Air Transport Ass’n, 620 F.2d 1360, 1367 (9th Cir.1980) (“Participation by each conspirator in every detail in the execution of the [antitrust] conspiracy is unnecessary to establish liability, for each conspirator may be performing different tasks to bring about the desired result.” (citing Am. Tobacco Co. v. United States, 147 F.2d 93, 119 (6th Cir.1945))). The SAC need not aver even similar allegations as to each applicable defendant in identical form or number. See In re Southeastern Milk Antitrust Litig., 555 F.Supp.2d 934, 949 (E.D.Tenn.2008) (recognizing that so long as plaintiffs plead the requisite contours of a claim against an antitrust defendant, “[t]hat they require only a few paragraphs or sentences to do so is of no consequence”). Moreover, there is no inconsistency between the allegation that Daybreak adopted UEP Certified guidelines on chick hatch reduction and the SAC’s other allegations. A careful parsing of the parties’ dispute reveals an issue of semantics. The Plaintiffs’ position appears to be that the act of merely “adopting” certain UEP Certification guidelines constitutes “participation” in the UEP Certification Program. As such, while “adopting” guidelines may connote the most minute of actions, it can also reflect the most meaningful embrace of the object of an “adoption.” In any event, even in the former interpretation, it is a least some “action” and not merely exclusively passive presence at a meeting where, for example, guidelines are only discussed. In contrast, Daybreak presumes that certification under the Program is an essential prerequisite to “participation” and that, because the SAC does not specifically allege that Daybreak obtained certification under the Program, Daybreak did not participate in it. A fair reading of the SAC indicates that, while there is no specific factual allegation that Daybreak obtained UEP-certified status, Daybreak still could have “participated” in the Program consistent with Plaintiffs’ definition and description of “participation” in the Program. As alleged, certification under the UEP Certification Program requires, inter alia, adherence to the Program’s guidelines. However, no allegation in the SAC indicates that a producer is precluded from voluntarily “adopting” or following all or some of the Program’s guidelines, as if they were a form of standards, even if that producer did not formally become certified under the Program or sell “UEP-Certified” eggs. Indeed, assuming, arguendo, that Daybreak never achieved certification under the Program, Daybreak still plausibly could have adopted the guidelines concerning chick hatch reduction. It follows that Daybreak’s lack of a certification number and absence on any certified producer list would not be inconsistent with the allegation that it “adopt[ed] UEP Certified guidelines to reduce chick hatch.” 2. Whether Daybreak Joined the Conspiracy The SAC contains three categories of specific factual allegations with respect to Daybreak. The first category pertains to Daybreak’s alleged involvement in UEP as a member by holding positions on the Board and continual presence at UEP meetings where certain actions alleged to advance the conspiracy were adopted or where comments were made urging attendees to participate in actions alleged to promote the conspiracy. The second category of allegations concerns Daybreak’s alleged public and private comments about the egg market and industry practices. And the third category involves the allegation that Daybreak adopted UEP Certification guidelines on chick hatch reduction. It is not apparent that the first two categories of factual allegations when considered together sufficiently allege Daybreak’s agreement to the conspiracy. As previously discussed, allegations of mere membership and attendance at meetings are insufficient to suggest agreement to a conspiracy. Here, the SAC alleges that Daybreak employees served on UEP’s Area # 3, Government Relations Committee, Environmental Committee, and Quality Assurance/Food Safety Committee in 2008. SAC ¶ 92. Th