229 F.3d 673 (7th Cir. 2000)
Edward Stachon and Judy Stachon, Plaintiffs-Appellants,v.United Consumers Club, Inc., et al., Defendants-Appellees.
No. 99-3938
In the  United States Court of Appeals  For the Seventh Circuit
Argued April 18, 2000Decided October 6, 2000

Appeal from the United States District Court  for the Northern District of Illinois, Eastern Division.  No. 98 C 7020--Charles R. Norgle, Sr., Judge.
Before Flaum, Chief Judge, and Ripple and Williams,  Circuit Judges.
Williams, Circuit Judge.


1
Plaintiffs-Appellants  Edward Stachon and Judy Stachon, on behalf of  themselves and a putative class of individuals  similarly situated, filed an Amended Class Action  Complaint charging Defendants-Appellees, United  Consumers Club, Inc. ("UCC"), and five of its  officers and/or directors, with violations of the  Racketeer Influenced and Corrupt Organizations  Act ("RICO"), 18 U.S.C. sec.sec. 1961 et seq.,  and the Illinois Consumer Fraud and Deceptive  Trade Practices Act, 815 Ill. Comp. Stat. 505/2.  Defendants-Appellees moved to dismiss the amended  complaint and the district court granted the  motion under Fed. R. Civ. P. 12(b)(6) for failure  to state a claim under RICO. After doing so, the  district court declined to maintain supplemental  jurisdiction over Appellants' state law claim and  dismissed the action. We affirm.


2
* UCC, founded in 1978, is a "buying club," which  enters into agreements with manufacturers to sell  "first quality" merchandise to members at special  wholesale prices. Consumers join UCC by paying a  membership fee, which entitles them to purchase  merchandise from more than 700 brand name  manufacturers through UCC catalogues. UCC members  are purportedly able to obtain significant  savings on merchandise because of their  collective "buying power" in the UCC buying  system, which "eliminates the middleman and  overhead costs associated with conventional  retail, wholesale and discount houses."


3
The gist of Appellants' RICO claim is that  Appellees have fraudulently represented that UCC  members have access to first quality merchandise  at special wholesale prices. Appellants aver that  much of the merchandise ordered by UCC members is  of an inferior quality and is sold at higher than  wholesale prices. They further claim that  Appellees have misrepresented the buying power of  UCC by overstating its membership. According to  Appellants, they and other UCC members relied on  the false representations made by Appellees in  joining UCC.


4
Appellants maintain that in furtherance of a  scheme to defraud consumers about the benefits of  UCC memberships, Appellees conducted and  conspired to conduct or participate in a pattern  of mail and wire fraud activity through an  enterprise made up of "Defendants, past and  present UCC franchisees, manufacturers and  wholesalers, and UCC members," in violation of  RICO. See 18 U.S.C. sec. 1962(c), (d).1 The district court ruled that Appellants failed to  plead the existence of the requisite RICO  "enterprise" and dismissed the amended complaint  under Fed. R. Civ. P. 12(b)(6) for failure to  state a claim. Appellants now challenge the  district court's decision dismissing their RICO  claim.

II

5
We review a district court's decision to grant  a motion to dismiss under Rule 12(b)(6) de novo,  accepting the well-pleaded allegations in the  amended complaint as true and drawing all  reasonable inferences in favor of the plaintiffs,  here, the Appellants. See Biblia Abierta v.  Banks, 129 F.3d 899, 902-903 (7th Cir. 1997).


6
We have previously declared that "a RICO  complaint must identify the enterprise." Richmond  v. Nationwide Cassel L.P., 52 F.3d 640, 645 (7th  Cir. 1995). Appellants allege an "association in  fact" enterprise made up of UCC, its franchisees,  its officers and/or directors, its members,  participating wholesalers, and participating  manufacturers. Appellees contend that Appellants  have not adequately alleged the existence of a  RICO enterprise.


7
RICO defines an "association in fact" enterprise  as a "union or group of individuals associated in  fact although not a legal entity." 18 U.S.C. sec.  1961(4). While a RICO enterprise can be formal or  informal, some type of organizational structure  is required. See Richmond, 52 F.3d at 645;  Bachman v. Bears, Stearns & Co., 178 F.3d 930,  931 (7th Cir. 1999). A RICO enterprise must have  "an ongoing 'structure' of persons associated  through time, joined in purpose, and organized in  a manner amenable to hierarchial or consensual  decision making." Jennings v. Emry, 910 F.2d  1434, 1440 (7th Cir. 1990) (citations omitted);  see United States v. Turkette, 452 U.S. 576, 583  (1981) (describing a RICO enterprise as "a group  of persons associated together for a common  purpose of engaging in a course of conduct" and  indicating that an enterprise is shown "by  evidence of an ongoing organization, formal or  informal, and by evidence that the various  associates function as a continuing unit").  Moreover, because a RICO enterprise is "more than  a group of people who get together to commit a  'pattern of racketeering activity,'" Richmond, 52  F.3d at 645 (internal quotation and citation  omitted); see Bachman, 178 F.3d at 932, there  must be "an organization with a structure and  goals separate from the predicate acts  themselves." United States v. Masters, 924 F.2d  1362, 1367 (7th Cir. 1991).


8
In Richmond, supra, the court dismissed a RICO  action naming a string of entities, known and  unknown, as the RICO enterprise because "a  nebulous, open-ended description of the  enterprise does not sufficiently identify this  essential element of the RICO offense."2 52  F.3d at 645. Notably, the alleged RICO enterprise  in Richmond provided no sign of "structure,  continuity and common course of conduct," so the  court dismissed the action. Id. at 645-46. More  recently in Bachman, supra, we dismissed another  RICO action because the plaintiff inadequately  alleged a RICO enterprise. There, a group of unrelated individuals and corporations supposedly  got together to defraud the plaintiff, and the  court found that the plaintiff's substantive  fraud allegations merely established a  conspiracy, not a RICO "organization" (or  enterprise).


9
In light of Richmond and Bachman, we cannot  accept Appellants' vague allegations of a RICO  enterprise made up of a string of participants,  known and unknown, lacking any distinct existence  and structure. While Appellants had ample  opportunity to adequately allege a RICO  enterprise, they fail to show that the acts  complained of in this case were the "work of an  organization, however loose-knit." Bachman, 178  F.3d at 932. When we liberally construe the  allegations in the amended complaint, the most  Appellants may be able to establish is a pattern  of racketeering activity through the purported  scheme to defraud consumers. To withstand  Appellees' motion to dismiss, however, Appellants  must present something more than this and  assertions of conspiracy; otherwise, "every  conspiracy to commit fraud that requires more  than one person to commit is a RICO organization  and consequently every fraud that requires more  than one person to commit is a RICO  violation."3 Bachman, 178 F.3d at 932. From  Bachman, we know that is not the law.


10
Appellants argue that the alleged enterprise has  a distinct structure in that UCC's "franchisees  recruit members to purchase merchandise at  special prices from certain wholesalers and  suppliers." This argument is undercut by  Appellants' own acknowledgment that UCC's  franchisees act under the "strict direction" of  Appellees. Appellants submit that Appellees  provide UCC's franchisees with pre-written sales  scripts from which to recruit members. These  sales scripts presumably contain false  representations about UCC membership, which  necessarily sustains the alleged pattern of  racketeering activity.


11
This court has repeatedly stated that RICO  plaintiffs cannot establish structure by defining  the enterprise through what it supposedly does.  See Jennings, 910 F.2d at 1440 ("[A]lthough a  pattern of racketeering activity may be the means  through which the enterprise interacts with  society, it is not itself the enterprise, for an  enterprise is defined by what it is, not what it  does."). Appellants essentially do this in  failing to offer the slightest sign of a "command  structure" separate and distinct from UCC (which  is not the purported enterprise). Id. at 1440  n.14. Here, the mere fact that UCC, for nearly 21  years, had business dealings with a wide  assortment of unnamed manufacturers, wholesalers,  and members in no way establishes that they  function with UCC as a continuing unit or as an  ongoing structured organization. Aside from  naming a string of participants, the amended  complaint offers no intelligible clue as to the  scope and duration of the enterprise itself; the  duration here presumably is a function of UCC's  existence, but that is insufficient because UCC  is not the enterprise. In any event, Appellants  offer nothing to show that this group of  participants ever functioned as an ongoing RICO  organization. As a consequence, the RICO claim is  worthy of dismissal, notwithstanding whether the  participants had a common purpose.4


12
Accordingly, Appellants' RICO claim under  section 1962(c) cannot survive Appellees' motion  to dismiss. Since Appellants fail to establish a  violation of section 1962(c), their section  1962(d) claim based on the same facts must fail  as well. See Midwest Grinding Co. v. Spitz, 976  F.2d 1016, 1026 (7th Cir. 1992).

III

13
Because we agree with the district court that  Appellants did not adequately allege a RICO  "enterprise," we AFFIRM.



Notes:


1
 Section 1962(c) provides in pertinent part:
It shall be unlawful for any persons . . .  associated with any enterprise . . . the  activities of which affect interstate commerce,  to conduct or participate, directly or  indirectly, in the conduct of such enterprise's  affairs through a pattern of racketeering  activity. . . .
Section 1962(d) makes it unlawful "for any person  to conspire to violate the provisions of  subsection . . . (c)." With respect to a "pattern  of racketeering activity," violations of the  federal mail and wire fraud statutes, 18 U.S.C.  sec.sec. 1341, 1343, qualify as predicate acts of  racketeering under 18 U.S.C. sec. 1961(1).


2
 The court in Richmond indicated that the  challenged complaint "lists the three defendants  as part of 'Nationwide Group,' a group that  'includes at least' four other entities . . . and  that may include other businesses, three of which  are suggested and listed [in the complaint]. The  second enterprise [is made up of] Nationwide  Group plus unnamed car dealers." 52 F.3d at 645.


3
 We note further that the court has consistently  insisted that the RICO defendant or "person" be  separate and distinct from the enterprise, see  Richmond, 52 F.3d at 646-67, because "liability  depends on showing that the defendants conducted  or participated in the conduct of the  'enterprise's affairs, not just their own  affairs,' through a pattern of racketeering  activity." Reves v. Ernst & Young, 507 U.S. 170  (1993). In this respect, the alleged "enterprise"  is in no way strengthened by including UCC with  its officers and/or directors because UCC adds  nothing to the enterprise. See Bachman, 178 F.3d  at 932 ("A firm and its employees, or a parent  and its subsidiaries, are not an enterprise  separate from the firm itself"). Nor does the  inclusion of "past and present [UCC] franchisees"  benefit Appellants in establishing an enterprise.  See Fitzgerald v. Chrysler Corp., 116 F.3d 225,  226-28 (7th Cir. 1997) (plaintiff cannot  establish RICO enterprise by adding a  corporation's franchises to the corporation); see  also Richmond, 52 F.3d at 647 (following  Brittingham v. Mobil Corp., 943 F.2d 297 (3d Cir.  1991)).


4
 While the RICO claim fails because the enterprise  lacks the requisite structure, we nonetheless  note the questionability of whether the  participants shared a purpose "to provide an  unparalleled opportunity for consumers to save  money, save time, and ultimately improve their  quality of life." There is nothing in the amended  complaint suggesting that the business dealings  which UCC conducted with manufacturers,  wholesalers, and members promoted such a purpose;  even viewing the allegations in a light most  favorable to Appellants, diverse parties, such as  these, customarily act for their own gain or  benefit in commercial relationships. Given the  commercial nature of the various parties'  relationships with UCC and the independent  interests necessarily governing those  relationships, the amended complaint fails to  dispel the notion that the different parties  entered into agreements with UCC for their own  gain or benefit. That this fraud action was even  filed by Appellants, the supposed fraud victims,  underscores, in our view, the improbability that  the enterprise had a common purpose to benefit  consumers (or UCC members) as a whole; indeed, it  is somewhat improbable that UCC members would act  in concert with Appellees (and countless unnamed  entities) to perpetrate fraud on other  unsuspecting consumers.


