United States Court of Appeals For the Seventh Circuit ____________________ Nos. 22-2333 & 22-2334 LEINANI DESLANDES and STEPHANIE TURNER, Plaintiffs-Appellants,

v. MCDONALD’S USA, LLC, and MCDONALD’S CORPORATION, Defendants-Appellees. ____________________

Appeals from the United States District Court for the Northern District of Illinois, Eastern Division. Nos. 17 C 4857 & 19 C 5524 — Jorge L. Alonso, Judge. ____________________

ARGUED MARCH 31, 2023 — DECIDED AUGUST 25, 2023 ____________________

Before EASTERBROOK, RIPPLE, and WOOD, Circuit Judges. EASTERBROOK, Circuit Judge. Until recently, every McDon- ald’s franchise agreement contained an anti-poach clause. Each franchise operator promised not to hire any person em- ployed by a different franchise, or by McDonald’s itself, until six months after the last date that person had worked for McDonald’s or another franchise. A related clause barred one franchise from soliciting another’s employee. We use “anti- 2 Nos. 22-2333 & 22-2334 poach clause” or “no-poach clause” to refer to these collec- tively. Plaintiffs in this suit under §1 of the Sherman Act, 15 U.S.C. §1, worked for McDonald’s franchises while these clauses were in force and were unable to take higher-paying offers at other franchises. They contend that the no-poach clause violates the antitrust laws. If this clause holds down the price of labor by reducing competition for fast-food workers, that could benefit owners—and conceivably consumers too. But the antitrust laws prohibit monopsonies, just as they pro- hibit monopolies. See NCAA v. Alston, 141 S. Ct. 2141 (2021). Claims under §1 fall into two principal categories: naked restraints, akin to cartels, are unlawful per se, while other re- straints are evaluated under the Rule of Reason. (The quick- look approach, see NCAA v. University of Oklahoma, 468 U.S. 85 (1984), is a subset of analysis under the Rule of Reason.) The district court rejected plaintiffs’ per se theory after stating that the anti-poach clause is not a naked restraint but is ancil- lary to each franchise agreement—and, as every new restau- rant expands output, the restraint is justified. 2018 U.S. Dist. LEXIS 105260 (N.D. Ill. June 25, 2018). The court deemed the complaint deficient under the Rule of Reason because it does not allege that McDonald’s and its franchises collectively have power in the market for restau- rant workers’ labor. Market power is essential to any claim under the Rule of Reason. See Ohio v. American Express Co., 138 S. Ct. 2274, 2284 (2018); Leegin Creative Leather Products, Inc. v. PSKS, Inc., 551 U.S. 877, 885–86 (2007); Ball Memorial Hospital, Inc. v. Mutual Hospital Insurance, Inc., 784 F.2d 1325, 1334–35 (7th Cir. 1986). The absence of such an allegation rendered the claim implausible, the court held. See Bell Atlantic Corp. v. Nos. 22-2333 & 22-2334 3 Twombly, 550 U.S. 544 (2007) (establishing the plausibility re- quirement for antitrust complaints). The judge invited plain- tiffs to file an amended complaint alleging market power. Af- ter they declined to do so, the judge dismissed the complaint with prejudice, ending the suit. 2022 U.S. Dist. LEXIS 113524 (N.D. Ill. June 28, 2022). On appeal plaintiffs assert that they didn’t “really” waive or forfeit their opportunity to allege market power, but the district court’s contrary conclusion is not an abuse of discre- tion. Plaintiffs also contend that the existence of market power is too obvious to need allegations and proof, but that line of argument depends on treating “workers at McDonald’s” as an economic market. That’s not sound. People who work at McDonald’s one week can work at Wendy’s the