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TREMONT PUBLIC ADVISORS, LLC v. CONNECTICUT
     RESOURCES RECOVERY AUTHORITY
                (SC 20119)
       Robinson, C. J., and McDonald, Mullins, Kahn and Ecker, Js.

                                   Syllabus

The plaintiff public affairs firm sought to recover damages from the defen-
   dant, a quasi-public agency responsible for providing solid waste dis-
   posal and recycling services to numerous Connecticut municipalities,
   alleging that it had engaged in certain anticompetitive practices by con-
   ducting a sham public bidding process in connection with its award of
   a contract for municipal government liaison services in violation of the
   Connecticut Antitrust Act (§ 35-24 et seq.). The defendant had issued a
   request for proposals for a multiyear liaison services contract. The
   plaintiff and B Co., a law firm that had provided the defendant with
   liaison services since 2006, were the only bidders for the contract, and,
   even though the plaintiff’s bid complied with the request for proposals
   and B Co.’s did not, the defendant ultimately awarded the contract to
   B Co. The plaintiff alleged that the defendant had evaluated the bids in
   a biased manner to ensure that B Co. was awarded the contract, in
   violation of its own procurement policies and the competitive bidding
   statute (§ 22a-268) requiring the defendant to engage in open and com-
   petitive bidding for contracts with outside vendors. The plaintiff further
   alleged that the defendant awarded the contract to B Co. because B Co.
   carried out lobbying services on behalf of the defendant in violation of
   the statute (§ 1-101bb) prohibiting quasi-public agencies such as the
   defendant from retaining lobbyists. In addition, the plaintiff alleged
   that the defendant’s conspiracy with B Co. had reduced the number of
   competitors for the liaison services contract, had increased the price
   paid by the defendant for liaison services, resulting in higher costs for
   those municipalities that dealt with the defendant, and had adversely
   affected the quality of the defendant’s services. The defendant moved
   to dismiss the plaintiff’s operative complaint, claiming, inter alia, that
   the plaintiff lacked standing to bring the antitrust claim because it did
   not allege that it had suffered an antitrust injury and that it was an
   efficient enforcer of the antitrust laws. The defendant also moved to
   strike the complaint, contending that the plaintiff had failed to allege
   facts sufficient to demonstrate an antitrust violation. The trial court
   denied the motion to dismiss, concluding, inter alia, that the plaintiff
   had standing to bring an antitrust claim against the defendant on the
   basis of the defendant’s alleged violation of a competitive bidding law
   pursuant to this court’s decision in Cheryl Terry Enterprises, Ltd. v.
   Hartford (270 Conn. 619). The trial court, however, granted the defen-
   dant’s motion to strike on the ground that the plaintiff had failed to
   allege an antitrust injury because its allegations were conclusory and
   there was no allegation that the defendant’s conduct has an adverse
   effect on competition as a whole in the relevant market of which it is
   a member. The trial court further found that, to the extent that being
   an efficient enforcer of the antitrust laws is required to state a cognizable
   claim under Connecticut law, the plaintiff also failed to adequately
   plead that element. Thereafter, the trial court rendered judgment for
   the defendant, from which the plaintiff appealed and the defendant cross
   appealed. Held that the trial court correctly concluded that the plaintiff
   failed to sufficiently allege an antitrust injury, but, because the failure
   to allege an antitrust injury implicates the plaintiff’s standing and, thus,
   a court’s subject matter jurisdiction, the trial court should have granted
   the defendant’s motion to dismiss rather than its motion to strike: this
   court relied on federal case law, in accordance with the legislative intent
   expressed in the Connecticut Antitrust Act (§ 35-44b), in concluding
   that, to have standing to bring a claim under that act, a plaintiff must
   adequately allege both that it has suffered an antitrust injury and that
   it is an efficient enforcer of the antitrust laws, and, because a claim
   that a plaintiff has failed to allege either of those elements implicates
   the trial court’s subject matter jurisdiction, such a claim should be raised
   in a motion to dismiss; in the present case, although the plaintiff alleged
   that the defendant’s conduct had the anticompetitive effects of reducing
   the quality of its services and increasing its prices, it failed to demon-
   strate that the defendant’s conduct itself was anticompetitive, as an
   agreement to provide illegal lobbying services in exchange for the award
   of a public contract, which does not restrict a purchaser’s freedom of
   choice or prevent other potential bidders from competing, does not
   constitute a restraint of trade for purposes of antitrust law from which
   an antitrust injury could be inferred; moreover, because the plaintiff
   lacked standing as a result of its failure to allege an antitrust injury and
   the trial court therefore lacked subject matter jurisdiction, this court
   concluded that the form of the trial court’s judgment, which was based
   on the granting of the defendant’s motion to strike, was improper, and
   it vacated the granting of the motion to strike and remanded the case
   with direction to grant the defendant’s motion to dismiss instead.
Cheryl Terry Enterprises, Ltd. v. Hartford (270 Conn. 619), to the extent
   that it suggests a plaintiff need not allege that it has suffered an antitrust
   injury to establish standing to pursue an antitrust claim, overruled.
        Argued January 14—officially released November 12, 2019

                             Procedural History

   Action to recover damages for, inter alia, the defen-
dant’s violation of state antitrust law, and for other
relief, brought to the Superior Court in the judicial dis-
trict of Hartford, where the court, Peck, J., denied the
defendant’s motion to dismiss and granted the defen-
dant’s motion to strike the second substituted com-
plaint and rendered judgment thereon, from which the
plaintiff appealed and the defendant cross appealed.
Improper form of judgment; vacated; judgment
directed.
  Michael C. Harrington, with whom, on the brief,
were Melissa A. Federico and Sarah Gruber, for the
appellant-cross appellee (plaintiff).
  Matthew C. Welnicki, for the appellee-cross appel-
lant (defendant).
                          Opinion

   ROBINSON, C. J. The primary issue that we must
resolve in this appeal is whether allegations that a quasi-
public agency engaged in a sham competitive bidding
procedure and awarded a contract to a preselected
entity for corrupt reasons and in violation of a competi-
tive bidding statute are sufficient to support a claim
that the agency violated the Connecticut Antitrust Act,
General Statutes § 35-24 et seq. (antitrust act). The
plaintiff, Tremont Public Advisors, LLC, is a public
affairs firm. The defendant, the Connecticut Resources
Recovery Authority, is a quasi-public agency responsi-
ble for providing solid waste disposal and recycling
services to numerous municipalities in this state pursu-
ant to the Connecticut Solid Waste Management Ser-
vices Act, General Statutes § 22a-257 et seq.1 In 2011,
the defendant issued a request for proposals for the
provision of municipal government liaison services
(liaison services). The plaintiff submitted a proposal
that complied with the request for proposals, but the
defendant awarded the liaison services contract to the
law firm of Brown Rudnick, LLP (Brown Rudnick),
whose proposal was noncompliant. Thereafter, the
plaintiff brought this action alleging that the defendant’s
request for proposals was a sham and that the defendant
had violated General Statutes § 22a-268,2 which,
according to the plaintiff, mandates a competitive bid-
ding procedure for the liaison services contract. The
plaintiff further alleged that the defendant’s conduct
excluded competitors for the liaison services contract
in violation of the antitrust act. The defendant filed a
motion to dismiss the second substituted complaint,
claiming, inter alia, that the plaintiff lacked standing to
bring the antitrust claim. The defendant also filed a
motion to strike, claiming that, even if the plaintiff had
standing, it had not adequately alleged that the defen-
dant’s conduct had an adverse effect on competition
as a whole in the relevant market, proof of which is
required to establish a violation of the antitrust act, but
had alleged only that it had an adverse effect on the
plaintiff itself. The trial court denied the motion to dis-
miss but granted the motion to strike and rendered
judgment in favor of the defendant. This appeal by the
plaintiff and cross appeal by the defendant followed.3
We conclude that the plaintiff lacked standing to bring
this action because it did not adequately allege an anti-
trust injury, and, therefore, the trial court improperly
denied the defendant’s motion to dismiss the second
substituted complaint. Accordingly, we affirm the judg-
ment in favor of the defendant.
  The record reveals the following facts that are undis-
puted or that the plaintiff has alleged, which we assume
to be true for purposes of reviewing the trial court’s
denial of the defendant’s motion to dismiss. See, e.g.,
Cogswell v. American Transit Ins. Co., 282 Conn. 505,
516, 923 A.2d 638 (2007). The plaintiff is a public affairs
firm located in Hartford, and the defendant is a quasi-
public agency responsible for implementing the statu-
tory solid waste management plan and providing solid
waste disposal and recycling services to numerous
municipalities in the state. The defendant is empowered
to enter into contracts with private entities ‘‘to carry
out the business, design, operating, management, mar-
keting, planning and research and development func-
tions of the authority . . . .’’ General Statutes § 22a-
268. Section 22a-268 requires the defendant to engage
in open and competitive bidding for its contracts with
outside vendors. General Statutes § 22a-268 (‘‘[s]uch
contracts shall be entered into either on a competitive
negotiation or competitive bidding basis’’). In addition,
the defendant’s own procurement policies require it
to select the bidder who submits the most responsive
qualified bid or proposal and not to award contracts to
entities in which a public official has an interest.
    For several years prior to 2011, the defendant con-
tracted with Brown Rudnick to provide liaison services
with Connecticut municipalities. On May 26, 2006, the
defendant awarded a one year liaison services contract
to Brown Rudnick without seeking competitive bids for
the provision of the services. On May 21, 2007, the
defendant’s president informed Brown Rudnick by
e-mail that renewal of the contract ‘‘ ‘should not be an
issue but we will have to go through the motions of
[c]ommittee approval and [b]oard [a]pproval.’ ’’ Several
days later, on May 24, 2007, the defendant’s president
sent another e-mail to Brown Rudnick stating that the
defendant would have to issue a request for proposals
for liaison services in order to ‘‘ ‘help [the defendant]
defend [its] choice.’ ’’ The e-mail also stated that Brown
Rudnick would receive a package that it was to
‘‘ ‘respond to as [it had] in the past’ ’’ and that the defen-
dant would extend Brown Rudnick’s existing contract
on a month-to-month basis until a new one was put
into effect. On May 31, 2007, the defendant extended
Brown Rudnick’s contract to June 30, 2007. The defen-
dant later extended the contract to September 30, 2007,
and, still later, to September 30, 2008. After the contract
expired, the defendant continued to pay Brown Rudnick
pursuant to the contract terms.
  On August 18, 2009, an official employed by the defen-
dant informed another of the defendant’s officials by
e-mail that the defendant intended to award the liaison
services contract to Brown Rudnick, but, in order to
create the impression of propriety, Brown Rudnick
wanted to be interviewed so that the defendant could
say that it had ‘‘ ‘check[ed] the box.’ ’’ On November 1,
2009, the defendant awarded a one year liaison services
contract to Brown Rudnick. On October 25, 2010, the
defendant extended the contract to October 31, 2011.
  On May 23, 2011, the defendant issued a request for
proposals for the provision of liaison services for the
period of November 1, 2011, through June 30, 2014. The
plaintiff submitted a proposal that complied with all of
the requirements of the request for proposals. Brown
Rudnick also submitted a proposal, which was non-
compliant because it failed to propose an hourly fee.
On June 28, 2011, Paul Nonnenmacher, the defendant’s
director of public affairs, sent an e-mail to Ronald E.
Gingerich, the defendant’s manager of development,
environmental compliance and information technology,
reporting that he had completed his evaluation of the
responses to the request for proposals. Gingerich
responded that he would draft a memorandum to the
defendant’s board of directors regarding the evaluation.
The next day, June 29, 2011, Gingerich sent an e-mail
to Matthew Hennessy, the plaintiff’s managing director,
in response to an inquiry from Hennessy about the
status of the defendant’s interviews with selected pro-
posers. In that e-mail, Gingerich indicated that the
defendant had been ‘‘delayed in initiating the review of
the proposals’’ and that ‘‘[n]o interviews [of the firms
that submitted proposals] are scheduled.’’ No inter-
views were ever conducted.
  On September 12, 2011, the defendant informed the
plaintiff that the liaison services contract had been
awarded to Brown Rudnick. On September 15, 2011,
two officials employed by the defendant, one of whom
had been appointed by a partner at Brown Rudnick
while acting in his capacity as an elected state official,
voted to recommend to the defendant’s board of direc-
tors that Brown Rudnick be awarded the contract.
Although the board of directors was prepared to vote
on awarding the liaison services contract to Brown
Rudnick at its September 29, 2011 meeting, the defen-
dant ultimately bypassed its board of directors and
extended the preexisting contract with Brown Rudnick
for another year, up to October 31, 2012. In October,
2012, the defendant incorporated the liaison services
contract into its general legal services contract with
Brown Rudnick.
   Thereafter, the plaintiff brought this action against
the defendant, alleging that the defendant had evaluated
the bids to provide liaison services in a biased manner
so as to ensure that Brown Rudnick was selected, that
the public bidding process for the liaison services con-
tract was a sham and that the award of the contract
to Brown Rudnick without a legitimate public bidding
process violated § 22a-268 and the defendant’s own pro-
curement policies. The plaintiff further alleged that the
defendant awarded the liaison services contract to
Brown Rudnick because Brown Rudnick carried out
lobbying activities on behalf of the defendant in viola-
tion of General Statutes § 1-101bb.4 The plaintiff claimed
in count one of the complaint that this conduct deprived
the plaintiff and others of an opportunity to compete
for the liaison services contract in violation of the anti-
trust act.5
   The defendant moved to dismiss the complaint on
the grounds that (1) under General Statutes § 35-31 (b),6
the antitrust act did not apply to its conduct in entering
into the liaison services contract with Brown Rudnick
because it was acting pursuant to its statutory obliga-
tions as set forth in § 22a-268, and (2) the plaintiff lacked
standing because it had not alleged that it had suffered
an antitrust injury or that it was an efficient enforcer
of the antitrust laws.7 The defendant also filed a motion
to strike the complaint, contending that the plaintiff
had failed to plead sufficient anticompetitive acts, a
relevant market or harm to the relevant market, but
had pleaded harm only to an individual competitor.
   Relying on Cheryl Terry Enterprises, Ltd. v. Hart-
ford, 270 Conn. 619, 632, 854 A.2d 1066 (2004), in which
this court held that the plaintiff had standing to bring
an antitrust action against the defendant arising from
the violation of a competitive bidding law, the trial court
denied the defendant’s motion to dismiss the antitrust
claim. The court granted the defendant’s motion to
strike, however, on the ground that the plaintiff had
not sufficiently pleaded injury to competition as a whole
in the relevant market. Specifically, the court concluded
that the plaintiff’s conclusory allegations—namely, that,
‘‘[o]ver the years, [the defendant] has not considered
any . . . bidder other than Brown Rudnick for its [liai-
son services] contract, which has resulted in the elimi-
nation of any competition,’’ and that, ‘‘[n]ot only was
[the plaintiff] irreparably damaged, but the general pub-
lic was damaged by [the defendant’s] anticompetitive
actions’’—failed to sufficiently allege injury to competi-
tion as a whole in the relevant market and therefore
were insufficient to support its antitrust claim.
   Thereafter, the plaintiff filed a substituted complaint
in which it again alleged that the defendant had violated
the antitrust act.8 The defendant again filed motions to
dismiss and to strike the substituted complaint, in
which it incorporated the arguments that it had made
in the previous motions to dismiss and to strike. The
trial court again denied the motion to dismiss and
granted the motion to strike on the grounds that the
plaintiff’s new allegations also did not ‘‘sufficiently
allege an increase in prices and/or a reduction in output’’
as the result of the defendant’s conduct and that the
plaintiff again had ‘‘failed to successfully plead an injury
to competition in the relevant market.’’ The court fur-
ther concluded that the plaintiff had not established
that it was an efficient enforcer of the antitrust laws
because it had alleged injury to a market of which it
was not a member, namely, the market of member
municipalities.
  The plaintiff then filed a second substituted com-
plaint, alleging, for a third time, that the defendant had
violated the antitrust act.9 Yet again, the defendant filed
motions to dismiss and to strike the second substituted
complaint in which it incorporated the arguments that
it had made in its motions to dismiss and to strike the
complaint and substituted complaint. Thereafter, the
trial court, sua sponte, ordered the parties to file supple-
mental briefs addressing the following issues: (1)
‘‘Whether the court should construe [the defendant] as
the equivalent of the state of Connecticut, and, there-
fore, entitled to sovereign immunity requiring dismissal
of the case for lack of subject matter jurisdiction’’; (2)
‘‘[w]hether the court should construe [the defendant]
as the equivalent of a political subdivision of the state
of Connecticut, and therefore a special function govern-
mental unit, under the Local Government Antitrust Act
[of 1984], 15 U.S.C. § 34 et seq. [2012], specifically, 15
U.S.C. § 35, which provides that no damages may be
recovered from a local government in an antitrust action
[and] if so, is the present case nonjusticiable in that it
is not capable of resulting in practicable relief to the
plaintiff’’; and (3) ‘‘[i]f the [defendant] is the equivalent
of a political subdivision of the state of Connecticut, is
its alleged anticompetitive behavior exempt under the
foreseeability standard set forth in . . . Lafayette v.
Louisiana Power & Light Co., 435 U.S. 389, 414–15,
[98 S. Ct. 1123, 55 L. Ed. 2d 364] (1978) . . . .’’10 In its
supplemental brief in support of its motion to dismiss
the second substituted complaint, the defendant con-
tended that (1) it was entitled to sovereign immunity
because it was acting on behalf of the state, (2) even
if it was not entitled to sovereign immunity, it was
entitled to immunity under 15 U.S.C. § 35 because it is
a political subdivision of the state, and (3) it was exempt
from the antitrust laws under Lafayette and § 35-31
(b) because it was carrying out the duties imposed by
§ 22a-268.
   The trial court concluded that the defendant was not
exempt from the antitrust act under Lafayette and § 35-
31 because § 22a-268 did not require the defendant to
enter into a contract for liaison services. Although the
trial court did not expressly address the plaintiff’s con-
tentions that it was entitled to sovereign immunity and
immunity pursuant to 15 U.S.C. § 35, it implicitly
rejected those claims. Accordingly, the court denied
the defendant’s motion to dismiss.
   With respect to the defendant’s motion to strike, the
trial court noted that the plaintiff had claimed that the
defendant’s conduct constituted both a per se violation
of the antitrust act and a violation under the rule of
reason. See, e.g., Bridgeport Harbour Place I, LLC v.
Ganim, 303 Conn. 205, 214–15, 32 A.3d 296 (2011) (‘‘A
violation of [antitrust law] generally requires a combina-
tion or other form of concerted action between two
legally distinct entities resulting in an unreasonable
restraint on trade. . . . If a restraint alleged is among
that small class of actions that courts have deemed to
have such predictable and pernicious anticompetitive
effect, and such limited potential for procompetitive
benefit, it will be unreasonable per se . . . . Most anti-
trust claims, however . . . are analyzed under a rule of
reason analysis which seeks to determine if the alleged
restraint is unreasonable because its anticompetitive
effects outweigh its procompetitive effects.’’ [Internal
quotation marks omitted.]). The trial court concluded
that the plaintiff had not established a per se violation
of the antitrust act because, although an agreement
between horizontal competing bidders, such as Brown
Rudnick and the plaintiff, constitutes a per se violation;
see, e.g., United States v. Koppers Co., 652 F.2d 290,
294 (2d Cir.) (‘‘[o]ne of the classic examples of a per
se violation of [antitrust laws] is an agreement between
competitors at the same level of the market structure
to allocate territories in order to minimize competition’’
[internal quotation marks omitted]), cert. denied, 454
U.S. 1083, 102 S. Ct. 639, 70 L. Ed. 2d 617 (1981); an
agreement between entities with a vertical relationship,
such as Brown Rudnick and the defendant, ordinarily
does not. See, e.g., Business Electronics Corp. v. Sharp
Electronics Corp., 485 U.S. 717, 734, 108 S. Ct. 1515, 99
L. Ed. 2d 808 (1988) (‘‘a horizontal agreement to divide
territories is per se illegal . . . while . . . a vertical
agreement to do so is not’’ [citation omitted]). The trial
court further concluded that the plaintiff had not ade-
quately alleged an antitrust injury to a relevant market
because, as in the first substituted complaint, its allega-
tions were conclusory and there was no allegation that
the defendant’s conduct ‘‘ ‘had an actual adverse effect
on competition as a whole in the relevant market of
which [the plaintiff] is a member.’ ’’
   The trial court also concluded that the plaintiff had
not adequately pleaded that the defendant’s conduct
violated the antitrust act under the rule of reason. With
respect to the plaintiff’s allegations that the defendant’s
conduct had reduced the number of competitors for
the liaison services contract, that municipalities had
declined to deal with the defendant as the result of the
poor quality of Brown Rudnick’s services, and that the
defendant’s conduct had increased the price for liaison
services, which in turn had led to higher costs for munic-
ipalities that dealt with the defendant, the court con-
cluded that all of these allegations were ‘‘conclusory
and legally insufficient’’ to establish a prima facie claim
of an injury to competition. Finally, the court concluded
that, even if the plaintiff had adequately pleaded an
antitrust injury, to the extent that establishing that the
plaintiff is an ‘‘efficient enforcer’’ of the antitrust laws
is required under state law, the plaintiff had failed to
adequately plead that element. Accordingly, the trial
court granted the defendant’s motion to strike the sec-
ond substituted complaint and rendered judgment in
favor of the defendant. This appeal and cross appeal
followed.
  The plaintiff contends on appeal that the trial court
incorrectly determined both that the plaintiff had not
adequately pleaded that the defendant’s conduct consti-
tuted a per se violation of the antitrust act and that the
defendant’s conduct did not violate the antitrust act
under the rule of reason. In response, the defendant
contends that the plaintiff, in failing to appeal from
the trial court’s granting of its motion to strike the
complaint and its motion to strike the substituted com-
plaint, waived its right to challenge the court’s ruling
under the rule of reason standard. See Lund v. Milford
Hospital, Inc., 326 Conn. 846, 850, 168 A.3d 479 (2017).
The defendant further claims that, even if the plaintiff
did not waive that right, the trial court correctly deter-
mined that the plaintiff had failed to adequately plead
an antitrust injury under both the rule of reason and
the per se standard. In its cross appeal, the defendant
contends that the trial court incorrectly determined that
(1) the plaintiff has standing to bring an antitrust action
against the defendant, (2) the plaintiff’s claim is not
barred by 15 U.S.C. §§ 34 through 36, and (3) the defen-
dant is not exempt from liability under the antitrust act
because it was not acting in furtherance of its statutory
obligations when it entered into the liaison services
contract with Brown Rudnick. We agree with the defen-
dant that the trial court correctly determined that the
plaintiff failed to plead an antitrust injury. We further
conclude that, as the result of this failure, the plaintiff
lacked standing to bring its antitrust claim. Accordingly,
we conclude that the trial court improperly denied the
defendant’s motion to dismiss the second substituted
complaint. Because this conclusion is dispositive, we
need not address the other claims raised by the plaintiff
on appeal and by the defendant on cross appeal.
   ‘‘The standard of review for a court’s decision on a
motion to dismiss is well settled. A motion to dismiss
tests, inter alia, whether, on the face of the record, the
court is without jurisdiction. . . . [O]ur review of the
court’s ultimate legal conclusion and resulting [determi-
nation] of the motion to dismiss will be de novo. . . .
When a . . . court decides a jurisdictional question
raised by a pretrial motion to dismiss, it must consider
the allegations of the complaint in their most favorable
light. . . . In this regard, a court must take the facts
to be those alleged in the complaint, including those
facts necessarily implied from the allegations, constru-
ing them in a manner most favorable to the pleader.’’
(Internal quotation marks omitted.) Cogswell v. Ameri-
can Transit Ins. Co., supra, 282 Conn. 516.
  ‘‘The issue of standing implicates [the] court’s subject
matter jurisdiction.’’ (Internal quotation marks omit-
ted.) AvalonBay Communities, Inc. v. Orange, 256
Conn. 557, 567, 775 A.2d 284 (2001). ‘‘Standing is the
legal right to set judicial machinery in motion. One
cannot rightfully invoke the jurisdiction of the court
unless he [or she] has, in an individual or representative
capacity, some real interest in the cause of action, or
a legal or equitable right, title or interest in the subject
matter of the controversy. . . . When standing is put
in issue, the question is whether the person whose
standing is challenged is a proper party to request an
adjudication of the issue . . . . Standing requires no
more than a colorable claim of injury; a [party] ordi-
narily establishes . . . standing by allegations of
injury. Similarly, standing exists to attempt to vindicate
arguably protected interests. . . .
   ‘‘Standing is established by showing that the party
claiming it is authorized by statute to bring suit or is
classically aggrieved. . . . The fundamental test for
determining aggrievement encompasses a [well settled]
twofold determination: first, the party claiming
aggrievement must successfully demonstrate a specific,
personal and legal interest in [the subject matter of
the challenged action], as distinguished from a general
interest, such as is the concern of all members of the
community as a whole. Second, the party claiming
aggrievement must successfully establish that this spe-
cific personal and legal interest has been specially and
injuriously affected by the [challenged action]. . . .
Aggrievement is established if there is a possibility, as
distinguished from a certainty, that some legally pro-
tected interest . . . has been adversely affected.’’
(Internal quotation marks omitted.) Electrical Contrac-
tors, Inc. v. Dept. of Education, 303 Conn. 402, 411–12,
35 A.3d 188 (2012).
   ‘‘The fundamental aspect of standing . . . [is that]
it focuses on the party seeking to get his complaint
before [the] court and not on the issues he wishes to
have adjudicated. . . . When standing is put in issue,
the question is whether the person whose standing is
challenged is a proper party to request an adjudication
of the issue and not whether the controversy is other-
wise justiciable, or whether, on the merits, the plaintiff
has a legally protected interest that the defendant’s
action has invaded. . . . The concepts of standing and
legal interest are to be distinguished. The legal interest
test goes to the merits, whereas standing concerns the
question whether the interest sought to be protected
by the complainant is arguably within the zone of inter-
ests to be protected or regulated by the statute or consti-
tutional guarantee in question.’’ (Citations omitted;
internal quotation marks omitted.) Mystic Marinelife
Aquarium, Inc. v. Gill, 175 Conn. 483, 491–92, 400 A.2d
726 (1978).
  In the present case, the trial court treated the defen-
dant’s claims that the plaintiff had failed to allege an
antitrust injury and that the plaintiff was not an efficient
enforcer of the antitrust act as challenges to the legal
sufficiency of the complaint. A number of federal
courts, however, have treated the requirement that the
plaintiff allege both that it suffered an antitrust injury
and that it is an efficient enforcer as implicating the
plaintiff’s standing to bring an antitrust claim. As the
United States Court of Appeals for the Second Circuit
stated in In re Aluminum Warehousing Antitrust Liti-
gation, 833 F.3d 151 (2d Cir. 2016), ‘‘[a]n antitrust plain-
tiff must show both constitutional standing and anti-
trust standing at the pleading stage. Harm to the
antitrust plaintiff is sufficient to satisfy the constitu-
tional standing requirement of injury in fact, but the
court must make a further determination whether the
plaintiff is a proper party to bring a private antitrust
action. . . . [A]ntitrust standing is a threshold, [plead-
ing stage] inquiry and when a complaint by its terms
fails to establish this requirement we must dismiss it
as a matter of law. . . . The limitation of antitrust
standing to a proper party arose because [a]ntitrust law
has long recognized that defendants who may have
violated a provision of the antitrust statutes are not
liable to every person who can persuade a jury that he
suffered a loss in some manner that might conceivably
be traced to the conduct of the defendants. . . .
   ‘‘To satisfy the antitrust standing requirement, a pri-
vate antitrust plaintiff must plausibly allege that [1] it
suffered an antitrust injury and [2] it is an acceptable
plaintiff to pursue the alleged antitrust violations. . . .
In order to establish antitrust injury, the plaintiff must
demonstrate that its injury is of the type the antitrust
laws were intended to prevent and that flows from that
which makes [the defendant’s] acts unlawful. . . .
Even a plaintiff that has suffered an antitrust injury
must also demonstrate that it is a suitable plaintiff, i.e.,
an efficient enforcer of the antitrust laws.’’ (Citations
omitted; internal quotation marks omitted.) Id., 157–58;
see also Gelboim v. Bank of America Corp., 823 F.3d
759, 770 (2d Cir. 2016) (‘‘[a]n antitrust plaintiff must
show both constitutional standing and antitrust stand-
ing’’), cert. denied,      U.S.    , 137 S. Ct. 814, 196 L.
Ed. 2d 599 (2017); Ethypharm S.A. France v. Abbott
Laboratories, 707 F.3d 223, 232 (3d Cir. 2013) (‘‘[f]or
plaintiffs suing under federal antitrust laws, one of the
prudential limitations is the requirement of antitrust
standing’’ [footnote omitted; internal quotation marks
omitted]); Tal v. Hogan, 453 F.3d 1244, 1253 (10th Cir.
2006) (‘‘antitrust standing requires a private plaintiff to
show [1] an antitrust injury; and [2] a direct causal
connection between that injury and a defendant’s viola-
tion of the antitrust laws’’ [internal quotation marks
omitted]), cert. denied, 549 U.S. 1209, 127 S. Ct. 1334,
167 L. Ed. 2d 81 (2007).
   This court’s standing jurisprudence, under which a
plaintiff must allege an injury that is within the ‘‘zone
of interests to be protected or regulated by the statute
. . . in question’’ and be the ‘‘proper party’’ to bring
the claim; (internal quotation marks omitted) Mystic
Marinelife Aquarium, Inc. v. Gill, supra, 175 Conn.
492; is consistent with the requirements under federal
antitrust law that the plaintiff must have suffered an
‘‘antitrust injury’’ and that the plaintiff must be an ‘‘effi-
cient enforcer’’ of the antitrust laws. Moreover, ‘‘ ‘[t]he
legislative history of the [antitrust] act clearly estab-
lishes that it was intentionally patterned after the anti-
trust law of the federal government. . . . [O]ur con-
struction of the [antitrust act] is aided by reference
to judicial opinions interpreting the federal antitrust
statutes. . . . Accordingly, we follow federal precedent
when we interpret the act unless the text of our anti-
trust statutes, or other pertinent state law, requires
us to interpret it differently.’ . . . [Westport Taxi Ser-
vice, Inc. v. Westport Transit District, 235 Conn. 1,
15–16, 664 A.2d 719 (1995)]; see also id., 15 n.17 (‘[w]e
note that in 1992, the legislature explicitly incorporated
into law its intent that the judiciary be guided by inter-
pretations of federal antitrust statutes when it enacted
[General Statutes] § 35-44b’). The text of § 35-44b pro-
vides: ‘It is the intent of the General Assembly that in
construing sections 35-24 to 35-46, inclusive, the courts
of this state shall be guided by interpretations given
by the federal courts to federal antitrust statutes.’ ’’
(Emphasis in original.) Miller’s Pond Co., LLC v. New
London, 273 Conn. 786, 806, 873 A.2d 965 (2005). We
conclude, therefore, that, to have standing to bring a
claim under the antitrust act, a plaintiff must adequately
plead both that it has suffered an antitrust injury and
that it is an efficient enforcer of the antitrust act.
Accordingly, we conclude that a claim that a plaintiff
has failed to allege an antitrust injury or that it has
failed to allege that it is an efficient enforcer of the
antitrust laws implicates the trial court’s subject matter
jurisdiction and should be raised by way of a motion
to dismiss.11
   Before addressing the merits of the plaintiff’s claim
that the trial court incorrectly determined that it had
not adequately alleged an antitrust injury, however, we
address as a threshold issue the plaintiff’s contention
that the trial court improperly relied on federal law on
this issue for guidance pursuant to § 35-44b. The plain-
tiff points out that this court ‘‘follow[s] federal prece-
dent when [it] interpret[s] the [antitrust] act unless the
text of our antitrust statutes, or other pertinent state
law, requires us to interpret it differently.’’ (Emphasis
added; internal quotation marks omitted.) Miller’s Pond
Co., LLC v. New London, supra, 273 Conn. 810. The
plaintiff further points out that there are several provi-
sions of the antitrust act at issue in the present case,
namely, General Statutes §§ 35-26, 35-27 and 35-28 (a)
and (d),12 and that § 35-28 (a) and (d) have no statutory
counterparts in the federal antitrust laws. See Elida,
Inc. v. Harmor Realty Corp., 177 Conn. 218, 227, 413
A.2d 1226 (1979) (‘‘[§] 35-28 [d] has no specific counter-
part in the federal antitrust laws, but rather, it is consid-
ered to be a codification of what have come to be known
as ‘per se’ violations of the Sherman Act, [15 U.S.C.
§ 1 et seq.] notably § 1’’); see also G. Brodigan, ‘‘The
Connecticut Antitrust Act,’’ 47 Conn. B.J. 12, 24 (1973)
(§ 5 of the antitrust act, codified at § 35-28, ‘‘is a codifica-
tion of what have come to be known as ‘per se’ viola-
tions’’ of federal antitrust laws). Because § 35-28 (a)
and (d) have no federal counterparts, the plaintiff con-
tends, the courts are not required to look to federal law
when applying those provisions. We disagree. Although
Connecticut courts might recognize that certain con-
duct gives rise to an antitrust injury under § 35-28 (a)
or (d) even when the federal courts have not spoken
on the question, we can perceive no reason why, if § 35-
28 was intended to codify federal case law concerning
per se violations, relevant federal case law would not
provide guidance on the proper interpretation of the
statute. Indeed, the court in Elida, Inc. v. Harmor
Realty Corp., supra, 230, looked to the federal courts’
interpretation of federal antitrust law for guidance in
determining whether the conduct at issue in that case
constituted a per se violation.
   We turn, therefore, to the merits of the plaintiff’s
claim that the trial court incorrectly determined, on the
basis of federal case law, that the plaintiff had not
adequately pleaded an antitrust injury. An antitrust
injury is ‘‘an injury of the type the antitrust laws were
intended to prevent and that flows from that which
makes [the] defendants’ acts unlawful.’’ (Internal quota-
tion marks omitted.) Tal v. Hogan, supra, 453 F.3d 1253.
‘‘The [Sherman Act] directs itself not against conduct
which is competitive, even severely so, but against con-
duct which unfairly tends to destroy competition itself.’’
Spectrum Sports, Inc. v. McQuillan, 506 U.S. 447, 458,
113 S. Ct. 884, 122 L. Ed. 2d 247 (1993). ‘‘[T]he [United
States] Supreme Court, in a now oft quoted phrase, has
stated [that] the antitrust laws . . . were enacted for
the protection of competition not competitors.’’ (Inter-
nal quotation marks omitted.) Colorado Interstate Gas
Co. v. Natural Gas Pipeline Co. of America, 885 F.2d
683, 697 (10th Cir. 1989), cert denied, 498 U.S. 972,
111 S. Ct. 441, 112 L. Ed. 2d 424 (1990). Thus, highly
competitive conduct, even if it is unfair or illegal, does
not come within the scope of the antitrust laws, as long
as the conduct does not unreasonably harm competi-
tion. See Four Corners Nephrology Associates, P.C. v.
Mercy Medical Center of Durango, 582 F.3d 1216, 1225
(10th Cir. 2009) (‘‘it is the protection of competition or
prevention of [monopoly] which is plainly the concern
of the Sherman Act, not the vindication of general
notions of fair dealing, which are the subject of many
other laws at both the federal and state level’’ [internal
quotation marks omitted]). ‘‘Thus, [t]he antitrust injury
requirement ensures that a plaintiff can recover only if
the loss stems from a competition-reducing aspect or
effect of the defendant’s behavior.’’ (Emphasis in origi-
nal; internal quotation marks omitted.) Elliott Indus-
tries Ltd. Partnership v. BP America Production Co.,
407 F.3d 1091, 1124–25 (10th Cir. 2005).
   ‘‘A violation of [§] 1 [of the Sherman Act] generally
requires a combination or other form of concerted
action between two legally distinct entities resulting in
an unreasonable restrain on trade. . . . If a restraint
alleged is among that small class of actions that courts
have deemed to have such predictable and pernicious
anticompetitive effect, and such limited potential for
procompetitive benefit, it will be unreasonable per se
. . . . Most antitrust claims, however . . . are ana-
lyzed under a rule of reason analysis which seeks to
determine if the alleged restraint is unreasonable
because its anticompetitive effects outweigh its pro-
competitive effects.’’ (Internal quotation marks omit-
ted.) Bridgeport Harbour Place I, LLC v. Ganim, supra,
303 Conn. 214–15.
   ‘‘A determination of the reasonableness of [the]
defendants’ conduct, whether through detailed analysis
under the rule of reason or through classification of
the conduct as a per se violation of [the antitrust laws],
is . . . significant [however only] if there has been a
showing that the defendants’ conduct had some nega-
tive impact on competition in a relevant market. The
rule of reason and the per se [rule] are simply different
approaches to the issue of reasonableness once a
restraint on trade has been found . . . and both
approaches presuppose the presence of an anticompeti-
tive impact. It is not necessary to engage in a balancing
of pro and anticompetitive effects under the rule of
reason if there is no anticompetitive effect at all.’’ (Cita-
tion omitted; internal quotation marks omitted.) Federal
Paper Board Co. v. Amata, 693 F. Supp. 1376, 1381 (D.
Conn. 1988). ‘‘In sum, [e]very antitrust suit should begin
by identifying the ways in which a challenged restraint
might possibly impair competition. This step occasion-
ally reveals that competition is not implicated at all and
thus that the parties’ dispute is not an antitrust case.’’
(Internal quotation marks omitted.) Id., 1382.
   ‘‘Anticompetitive effects, more commonly referred to
as injury to competition or harm to the competitive
process, are usually measured by a reduction in output
and an increase in prices in the relevant market.’’ (Inter-
nal quotation marks omitted.) Bridgeport Harbour
Place I, LLC v. Ganim, supra, 303 Conn. 215–16; see
also Virgin Atlantic Airways Ltd. v. British Airways
PLC, 257 F.3d 256, 264 (3d Cir. 2001) (‘‘whether an
actual adverse effect has occurred is determined by
examining factors like reduced output, increased prices
and decreased quality’’).
  In the present case, the trial court concluded that
the plaintiff’s allegations that the defendant’s conspir-
acy with Brown Rudnick had the effects of reducing the
number of competitors for the liaison services contract,
increasing the price that the defendant paid for liaison
services, increasing the price that municipalities pay
for the defendant’s services and decreasing the quality
of both the liaison services and the defendant’s services
were conclusory and legally insufficient. See Bridge-
port Harbour Place I, LLC v. Ganim, supra, 303 Conn.
213 (‘‘With respect to the allegations necessary to state
a cognizable antitrust claim, the United States Supreme
Court has explained that, in pleading such a claim, a
formulaic recitation of the elements of a cause of action
will not do. . . . Factual allegations must be enough
to raise a right to relief above the speculative level
. . . .’’ [Internal quotation marks omitted.]). The trial
court also concluded that the plaintiff had not ade-
quately pleaded an antitrust injury because there was
no allegation in the second substituted complaint ‘‘to
demonstrate that [the defendant’s] activity had an
actual adverse effect on competition as a whole in the
relevant market of which [the plaintiff] is a member.’’
The plaintiff challenges these conclusions on appeal
and contends that highly detailed and specific allega-
tions are not required in an initial pleading and that,
considered in the light most favorable to the plaintiff,
the allegations in the second substituted complaint are
sufficient to establish a prima facie case that the defen-
dant’s conduct had the ‘‘anticompetitive effects’’ of
reducing the quality of the defendant’s services and
increasing its prices.
   We agree with the plaintiff to the extent that it con-
tends that the trial court should have considered ‘‘the
allegations of the complaint in their most favorable
light. . . . In this regard, a court must take the facts
to be those alleged in the complaint, including those
facts necessarily implied from the allegations, constru-
ing them in a manner most favorable to the pleader.’’
(Internal quotation marks omitted.) Cogswell v. Ameri-
can Transit Ins. Co., supra, 282 Conn. 516. Accordingly,
we agree that the trial court should have assumed the
truth of the plaintiff’s various allegations concerning
the economic effects of the defendant’s conduct.
   Such economic effects do not establish an antitrust
injury, however, unless they resulted from anticompeti-
tive conduct.13 See Bridgeport Harbour Place I, LLC
v. Ganim, supra, 303 Conn. 214 (‘‘an act is deemed
anticompetitive under the Sherman Act only when it
harms both allocative efficiency and raises the prices
of goods above competitive levels or diminishes their
quality’’ [emphasis in original; internal quotation marks
omitted]). We conclude that the trial court correctly
determined that that is not the case here. This court’s
decision in Ganim is instructive. The plaintiff in Ganim
entered into a contract with the defendant, the city of
Bridgeport, to develop a certain waterfront property.
Id., 208. According to the plaintiff, the city’s mayor had
conspired with other defendants to seek bribes and
kickbacks from businesses with city contracts. Id., 208–
209. When the plaintiff refused to participate in the
kickback scheme, the defendants conspired to prevent
the plaintiff from fulfilling its contractual obligations,
causing the plaintiff to spend millions of dollars in its
attempt to complete the project. Id. The plaintiff
brought an action against the defendants claiming that
they had violated the antitrust act by engaging in con-
duct that ‘‘had an actual adverse effect on competition
as a whole in the relevant market of undertaking and
completing commercial development in the [c]ity . . .
in a timely, cost efficient manner.’’ (Internal quotation
marks omitted.) Id., 209.
   Relying on federal case law, this court concluded in
Ganim that ‘‘the plaintiff’s allegation that the defen-
dants took bribes and kickbacks in exchange for steer-
ing public contracts does not state a cognizable antitrust
claim’’ because the defendant’s conduct was not anti-
competitive.14 Id., 223. Specifically, we cited the deci-
sion of the United States District Court for the District
of Connecticut in Federal Paper Board Co. v. Amata,
supra, 693 F. Supp. 1383, for the proposition that ‘‘[t]he
payment of bribes by suppliers to a purchasing agent
does not by itself establish an anticompetitive effect.
Although the bribes may have been illegal and unfair
methods of competition, their illegality and unfairness
[do] not support an inference that the bribes restrained
competition. On the contrary, bribery could have been
consistent with intense competition among the suppli-
ers—some of which resorted to illegal measures to gain
an advantage.’’ (Internal quotation marks omitted.)
Bridgeport Harbour Place I, LLC v. Ganim, supra, 303
Conn 218. We also cited Comet Mechanical Contrac-
tors, Inc. v. E.A. Cowen Construction, Inc., 609 F.2d
404, 406–407 (10th Cir. 1980), in which the United States
Court of Appeals for the Tenth Circuit held that an
allegation that the defendants, certain contractors and
the governor of Oklahoma, had conspired to fix bid
prices for the construction of two public buildings so
that the defendants could force suppliers and subcon-
tractors to provide kickbacks to the governor did not
give rise to an antitrust violation because ‘‘[a] buyer
and a seller can agree in any particular case to any
price they wish,’’ and the defendants’ conduct had not
prevented the plaintiff from competing with other sub-
contractors. See Bridgeport Harbour Place I, LLC v.
Ganim, supra, 222–23. Finally, we cited Calnetics Corp.
v. Volkswagen of America, Inc., 532 F.2d 674 (9th Cir.),
cert. denied, 429 U.S. 940, 97 S. Ct. 355, 50 L. Ed. 2d
309 (1976), in which the court held that a ‘‘claim of
commercial bribery, standing alone, does not constitute
a violation of the Sherman Act.’’ Id., 687; see Bridgeport
Harbour Place I, LLC v. Ganim, supra, 223. Indeed,
although ‘‘[t]he parties may break a host of state or
federal laws and regulations in making a side deal or
in otherwise circumventing the bidding process in
reaching a final arrangement . . . they do not breach
[§] 1 of the Sherman Act where the alleged vertical
agreements involve only one buyer and one seller.’’
Expert Masonry, Inc. v. Boone County, 440 F.3d 336,
348 (6th Cir. 2006); see also Parmelee Transportation
Co. v. Keeshin, 292 F.2d 794, 804 (7th Cir.) (when plain-
tiff alleged that defendant had bribed government offi-
cial to use his influence to ensure that railroads would
grant exclusive five year contract to defendant, plaintiff
had not adequately pleaded antitrust violation because
plaintiff was able to compete for contract, even though
‘‘the victory of the successful bidder was made easier
by the wrongful conduct of a public official’’), cert.
denied, 368 U.S. 944, 82 S. Ct. 376, 7 L. Ed. 2d 340 (1961);
Sterling Nelson & Sons, Inc. v. Rangen, Inc., 235 F.
Supp. 393, 400 (D. Idaho 1964) (when plaintiff alleged
that defendant had bribed state official to use best
efforts to ensure that state made all fish food purchases
from defendant, plaintiff had not adequately pleaded
antitrust violation because ‘‘the Sherman Act must be
interpreted in the light of well understood [common-
law] doctrines relating to monopolies and restraints of
trade such as contracts for the restriction or suppres-
sion of competition in the market, agreements to fix
prices, divide marketing territories, apportion custom-
ers, restrict production and the like,’’ and ‘‘[n]othing of
that kind occurred here’’), aff’d, 351 F.2d 851 (9th Cir.
1965), cert. denied, 383 U.S. 936, 86 S. Ct. 1067, 15 L.
Ed. 2d 853 (1966).15
   We see little to distinguish an agreement to provide
illegal services in exchange for the award of a public
contract from an agreement to give a bribe in exchange
for a public contract. We conclude, therefore, that an
antitrust injury cannot be inferred from the plaintiff’s
allegation in the present case that the defendant
awarded the liaison services contract to Brown Rudnick
because that firm was willing to provide statutorily
prohibited lobbying services to the defendant.
   The plaintiff contends that Ganim is distinguishable
because the plaintiff in that case did not allege that
the defendants’ conduct ‘‘precluded general contractors
from competing for projects open to public bidding
. . . .’’ Bridgeport Harbour Place I, LLC v. Ganim,
supra, 303 Conn. 217. In contrast, the plaintiff in the
present case alleged in the operative complaint that the
defendant’s conduct had, over the years, reduced the
number of competitors for the liaison services contract.
Accordingly, the plaintiff contends, its allegations are
sufficient to establish an antitrust injury.
   We disagree. This court in Ganim held that the bare
allegation that the defendants required bidders to par-
ticipate in a corrupt practice as a prerequisite for being
awarded a contract is not sufficient to support an infer-
ence that competition has been restrained because ‘‘any
general contractor that wanted to do business with the
city could do so . . . .’’ Id. Accordingly, even if we
were to assume in the present case that potential bid-
ders chose not to submit bids for the liaison services
contract because they were aware that the defendant
would award the contract only if the bidder would agree
to provide illegal lobbying services, and the potential
bidders did not want or were unable to provide such
services, the defendant’s conduct did not prevent them
from competing and, therefore, did not violate the anti-
trust act.16 Indeed, we expressly held in Ganim that,
‘‘even if the plaintiff adequately alleged . . . an antic-
ompetitive impact on the market . . . commercial
bribery does not constitute a restraint of trade within
the meaning of the Sherman Act.’’ Id., 218; see also
Parmelee Transportation Co. v. Keeshin, supra, 292
F.2d 803–804 (distinguishing ‘‘absolute bar to competi-
tion,’’ such as horizontal agreement among competitors
not to compete, which constitutes violation of Sherman
Act, from bribery of government official making ‘‘vic-
tory of the successful bidder . . . easier,’’ which,
although illegal, did not restrain competition).
   Moreover, even if we were to assume that potential
bidders knew that it would be entirely futile to submit
proposals for the liaison services contract because the
defendant had made it clear that it was determined to
award the contract to Brown Rudnick regardless of the
services that other bidders offered—which the plaintiff
has not alleged—awarding a public contract on a sole
source basis in violation of a competitive bidding law
does not give rise to an antitrust injury because ‘‘the
antitrust laws protect only the purchaser’s freedom to
make a choice . . . .’’ Doron Precision Systems, Inc.
v. FAAC, Inc., 423 F. Supp. 2d 173, 183 (S.D.N.Y. 2006);
see id., 182–83 (finding that plaintiff had not adequately
pleaded antitrust violation when it alleged that defen-
dants had violated competitive bidding laws by entering
into contract on sole source basis rather than through
open bidding process); see also Colorado Interstate Gas
Co. v. Natural Gas Pipeline Co. of America, supra, 885
F.2d 697 (‘‘antitrust laws . . . were enacted for the
protection of competition not competitors’’ [internal
quotation marks omitted]); Security Fire Door Co. v.
Los Angeles, 484 F.2d 1028, 1030 (9th Cir. 1973) (‘‘[t]he
proscription against restraint of trade . . . seeks only
to assure that the [purchaser’s] choice of product has
been made freely’’); Bridgeport Harbour Place I, LLC
v. Ganim, supra, 303 Conn. 215 (‘‘[i]n order to establish
an anticompetitive effect . . . it is not enough to allege
an injury to a competitor’’). In other words, antitrust
laws are designed to protect purchasers and consumers
from the restraint of competition, not to protect a com-
petitor’s right to compete.
  We therefore reject the plaintiff’s contention that a
violation of the competitive bidding provision of § 22a-
268 is, per se, a violation of the antitrust act. As the
court recognized in Doron Precision Systems, Inc. v.
FAAC, Inc., supra 423 F. Supp. 2d 173, ‘‘competitive
bidding laws and antitrust laws are motivated by very
different policies, and therefore a violation of the letter
or spirit of a competitive bid statute, unaccompanied
by anticompetitive factors bearing [on] the exercise of
choice of product, does not create an antitrust prob-
lem.’’ (Footnote omitted; internal quotation marks omit-
ted.) Id., 183. Specifically, competitive bidding laws rec-
ognize that public officials have an obligation to act
in the best interests of taxpayers when entering into
contracts, not in their own interest or in the interest
of the competitors with which they deal. See, e.g., Law-
rence Brunoli, Inc. v. Branford, 247 Conn. 407, 412–13,
722 A.2d 271 (1999) (‘‘[m]unicipal competitive bidding
laws are enacted to guard against such evils as favorit-
ism, fraud or corruption in the award of contracts, to
secure the best product at the lowest price, and to
benefit the taxpayers, not the bidders; they should be
construed to accomplish these purposes fairly and rea-
sonably with sole reference to the public interest’’
[emphasis in original; internal quotation marks
omitted]).
   In contrast, the antitrust laws are not intended to
embody principles of good government but to protect
the freedom of a purchaser to choose the seller with
whom it will deal on whatever terms it wants and is
able to negotiate, including a price that is greater than
the market price or conditions that will make the pur-
chaser less competitive with its competitors. See Jet-
Away Aviation, LLC v. Board of County Commission-
ers, 754 F.3d 824, 858 (10th Cir. 2014) (Tymkovich, J.,
concurring) (‘‘from an antitrust perspective, I see no
reason to allow a private firm to choose with whom it
will deal but not allow a public entity the same free-
dom’’); id. (if public entity violates statute restricting
entity’s freedom to choose with whom it will deal,
proper remedy is to seek relief pursuant to that statute,
not through antitrust laws); Comet Mechanical Con-
tractors, Inc. v. E.A. Cowen Construction, Inc., supra,
609 F.2d 406 (‘‘[a] buyer and a seller can agree in any
particular case to any price they wish’’ without violating
antitrust laws); Security Fire Door Co. v. Los Angeles,
supra, 484 F.2d 1031 (‘‘The competitive bid statute may
well serve to limit the freedom of public purchasers to
make specific choices on the basis of preference rather
than cost. However, a violation of the letter or spirit of
a competitive bid statute, unaccompanied by anticom-
petitive factors bearing [on] the exercise of choice of
product, does not create an antitrust problem.’’); Doron
Precision Systems, Inc. v. FAAC, Inc., supra, 423 F.
Supp. 2d 183 (‘‘While competitive bidding statutes may
limit the freedom of public purchasers to make specific
choices on the basis of preference rather than cost, the
antitrust laws protect only the purchaser’s freedom to
make a choice in the first place. . . . As long as the
consumer . . . chose its product, the antitrust laws
were not violated.’’ [Citation omitted; internal quotation
marks omitted.]).
  Elaborating on this point, the District Court in Doron
Precision Systems, Inc. v. FAAC, Inc., supra, 423 F.
Supp. 2d 173, observed that ‘‘[c]ompetitive bidding laws
prescribe a series of procedural rituals (preliminary
analysis, scoping sessions, interim reviews, requests
for proposals, scoring of responses, etc.) intended to
eliminate corruption in the awarding of public con-
tracts. These procedures are designed to, and in fact
do, minimize managerial discretion. The focus of bid-
ding laws is solely on the [lowest cost] responsible
bidder; other critical factors, such as quality, timeliness,
reliability, productivity and predictability are down-
played or ignored. In this sense, the public bidding
process restricts competition. Many have even sug-
gested that the public competitive bidding process adds
needless cost and reduces quality. . . . It is significant
that when state and local governments want something
done well and promptly, competitive bidding is elimi-
nated. . . . Even more significant, the public bidding
process is not followed at all in the private sector. Thus,
‘competitive’ bidding has nothing to do with promoting
quality or choice. It is simply an anticorruption device.
  ‘‘The antitrust laws, on the other hand, promote ‘com-
petition’ for the best product, by protecting the free
choice of the consumer from restrictions imposed by
the seller. Thus, the policies and goals of public bidding
laws and antitrust laws are completely different, in a
sense even diametrically opposed—while the crux of
the antitrust laws is to foster consumer choice, the
public bidding laws sacrifice consumer choice to pro-
tect the public trust.’’ (Citations omitted.) Id., 183 n.11.
   We do not necessarily agree with the court’s state-
ments in Doron that competitive bidding laws have
‘‘nothing to do with promoting quality’’ and that ‘‘the
public bidding process is not followed at all in the
private sector.’’ (Emphasis added.) Id. Indeed, one
effect of a competitive bidding law may be to force the
public entity to choose the most qualified competitor
over a competitor that the public entity favors for rea-
sons that are completely unrelated to the competitor’s
price or qualifications, and private entities frequently
obtain multiple bids or estimates in an effort to obtain
the lowest price for goods or services, although they
are not required to select the lowest qualified bidder.
We agree, however, with the court’s larger point that
‘‘the policies and goals of public bidding laws and anti-
trust laws are completely different’’; id.; because, unlike
competitive bidding laws, which are intended to force
public purchasers to choose the most qualified competi-
tor or to pay the lowest available price for a service or
product, the antitrust laws are intended only to ensure
that purchasers and consumers have the freedom to
choose. We conclude, therefore, that an antitrust injury
cannot be inferred from the plaintiff’s allegation in the
present case that the defendant’s preselection of Brown
Rudnick violated the competitive bidding provision of
§ 22a-268.
   The plaintiff contends, however, that the plain lan-
guage of § 35-28 (d) provides that colluding to award
a public contract to a preselected entity in violation of
a competitive bidding law gives rise to an antitrust
injury. We disagree. As we have indicated, § 35-28 pro-
vides in relevant part that ‘‘every contract, combination,
or conspiracy is unlawful when the same are for the
purpose, or have the effect, of: (a) Fixing, controlling,
or maintaining prices, rates, quotations, or fees in any
part of trade or commerce . . . or (d) refusing to deal,
or coercing, persuading, or inducing third parties to
refuse to deal with another person.’’ Nothing in this
language suggests that § 35-28, unlike the Sherman Act,
was intended to encompass conduct that does not have
the purpose or effect of restricting the freedom of pur-
chasers and consumers to choose. Rather, as we have
explained, the statute was intended to be a codification
of per se violations of the Sherman Act. See Elida, Inc.
v. Harmor Realty Corp., supra, 177 Conn. 227 (‘‘[§] 35-
28 [d] has no specific counterpart in the federal antitrust
laws, but rather, it is considered to be a codification
of what have come to be known as ‘per se’ violations
of the Sherman Act, notably § 1’’). Moreover, under the
plaintiff’s interpretation, a private commercial entity
would violate § 35-28 (d) by refusing to purchase a
product from a vendor with the lowest price because the
entity, for whatever reason, preferred another vendor.
There is no evidence that the legislature contemplated
such a bizarre and draconian result.
   Finally, we address the plaintiff’s contention that this
court’s decision in Cheryl Terry Enterprises, Ltd. v.
Hartford, supra, 270 Conn. 619, supports the trial
court’s conclusion that the plaintiff has standing to
bring this antitrust action. Although we agree that that
is the case, we now conclude that Cheryl Terry Enter-
prises, Ltd., must be partially overruled. The plaintiff
in Cheryl Terry Enterprises, Ltd., was one of three
vendors that had submitted bids to the defendant city
for a five year contract to provide bus transportation for
the city’s public schools. Id., 623. Although the plaintiff
submitted the lowest bid, the city awarded the contract
to another vendor that had submitted the highest bid
in violation of a city ordinance requiring the city to
award the contract to the lowest responsible bidder. Id.
The plaintiff brought an action against the city alleging,
among other things, a violation of the antitrust act. Id.
After a jury returned a verdict for the plaintiff on that
claim, the city filed a motion to set aside the verdict
on the ground that the plaintiff lacked standing to bring
the claim, which the trial court granted. Id., 624–25.
   On appeal, this court concluded that, ‘‘although the
legislature has excluded certain organizations and activ-
ities from liability under the [antitrust] act, it has not
excluded municipalities, or the municipal bidding pro-
cess, from its provisions.’’ Id., 628. Accordingly, we
concluded ‘‘that the trial court properly determined that
a municipality can be sued for violations of the [anti-
trust] act.’’ Id., 629. We then rejected the city’s claim
that, even if a municipality can be sued under the anti-
trust act, the plaintiff lacked standing to bring an anti-
trust claim arising from a violation of the competitive
bidding laws under this court’s decision in Lawrence
Brunoli, Inc. v. Branford, supra, 247 Conn. 411, in
which we held that ‘‘an unsuccessful bidder [for] a
municipal contract has no standing to assert a cause
of action for money damages for failure of the munici-
pality to follow its competitive bidding laws, regardless
of whether the plaintiff alleges fraud, corruption or
favoritism in the bidding process.’’ (Internal quotation
marks omitted.) Cheryl Terry Enterprises, Ltd. v. Hart-
ford, supra, 270 Conn. 631. We concluded that this court
could not limit the broad standing conferred by the
legislature to bring an antitrust claim against a munici-
pality ‘‘in a manner contrary to the plain language of
the [antitrust] act.’’ Id., 632. Accordingly, we concluded
that the trial court had improperly granted the city’s
motion to set aside the verdict in favor of the plaintiff
on the antitrust claim. Id., 648.
   The plaintiff in the present case contends that this
court in Cheryl Terry Enterprises, Ltd., ‘‘has already
decided, as a matter of public policy and pursuant to
the text of the [antitrust act], that sham bidding is
actionable under [that act].’’ Although we agree with
the plaintiff that that the trial court correctly applied
our decision in Cheryl Terry Enterprises, Ltd., to hold
that the plaintiff has standing, we now conclude that
our holding in that case must be limited. Specifically,
we conclude that, although we correctly held in Cheryl
Terry Enterprises, Ltd., that a private entity may bring
an action against a municipality under the antitrust act,
we now recognize that, to have standing to bring an
antitrust action, a plaintiff must adequately allege not
only that it is a member of the class of persons that is
statutorily authorized to bring such an action, but also
that ‘‘[1] it suffered an antitrust injury and [2] it is an
acceptable plaintiff to pursue the alleged antitrust viola-
tions.’’ In re Aluminum Warehousing Antitrust Litiga-
tion, supra, 833 F.3d 157. This court did not address
the specific issue of whether the plaintiff had suffered
an antitrust injury in Cheryl Terry Enterprises, Ltd. In
contrast, we have concluded in the present case that
the plaintiff did not have standing to bring an action
against the defendant under the antitrust act because,
as the trial court correctly held, an allegation that a
public entity has awarded a contract to a preselected
bidder for corrupt reasons and in violation of a competi-
tive bidding statute does not give rise to an antitrust
injury. To the extent that our decision in Cheryl Terry
Enterprises, Ltd., is inconsistent with this conclusion,
it is overruled.
  We conclude, therefore, that the trial court should
have treated the defendant’s motion to strike on the
ground that the plaintiff had not adequately alleged an
antitrust injury as a motion to dismiss, because the
failure to allege an antitrust injury implicates the plain-
tiff’s standing to bring the antitrust claim.17 Because we
have concluded that the trial court correctly determined
that the plaintiff had not adequately alleged an antitrust
injury, we conclude that the trial court should have
dismissed the plaintiff’s second substituted complaint.
Accordingly, the form of the judgment is improper, and
the case must be remanded to the trial court with direc-
tion to grant the defendant’s motion to dismiss the
second substituted complaint. See, e.g., Pecan v. Madi-
gan, 97 Conn. App. 617, 622, 624, 905 A.2d 710 (2006)
(when trial court granted motion to strike certain
counts of complaint when it should have dismissed
them, Appellate Court remanded case to trial court with
direction to dismiss), cert. denied, 281 Conn. 919, 918
A.2d 271 (2007).
   The form of the judgment is improper, the trial court’s
granting of the motion to strike is vacated, and the case
is remanded with direction to grant the defendant’s
motion to dismiss the second substituted complaint.
      In this opinion the other justices concurred.
  1
    In 2014, the legislature amended the Connecticut Solid Waste Manage-
ment Services Act. See Public Acts 2014, No. 14-94 (P.A. 14-94). As part of
the amendments, the legislature changed the name of the defendant to the
Materials Innovation and Recycling Authority. See P.A. 14-94, § 1 (a), codified
at General Statutes § 22a-261 (a).
  2
    General Statutes § 22a-268 provides in relevant part: ‘‘The authority shall
utilize private industry, by contract, to carry out the business, design,
operating, management, marketing, planning and research and development
functions of the authority, unless the authority determines that it is in the
public interest to adopt another course of action. The authority is hereby
empowered to enter into long-term contracts with private persons for the
performance of any such functions of the authority which, in the opinion
of the authority, can desirably and conveniently be carried out by a private
person under contract provided any such contract shall contain such terms
and conditions as will enable the authority to retain overall supervision
and control of the business, design, operating, management, transportation,
marketing, planning and research and development functions to be carried
out or to be performed by such private persons pursuant to such contract.
Such contracts shall be entered into either on a competitive negotiation or
competitive bidding basis, and the authority in its discretion may select the
type of contract it deems most prudent to utilize, pursuant to the contracting
procedures adopted under section 22a-268a and considering the scope of
work, the management complexities associated therewith, the extent of
current and future technological development requirements and the best
interests of the state. Whenever a long-term contract is entered into on
other than a competitive bidding basis, the criteria and procedures therefor
shall conform to applicable provisions of subdivision (16) of subsection (a)
and subsections (b) and (c) of section 22a-266, provided however, that any
contract for a period of over five years in duration, or any contract for
which the annual consideration is greater than fifty thousand dollars shall
be approved by a two-thirds vote of the authority’s full board of directors.
The terms and conditions of such contracts shall be determined by the
authority, as shall the fees or other similar compensation to be paid to such
persons for such contracts. The contracts entered into by the authority shall
not be subject to the approval of any other state department, office or
agency. . . .’’
  3
    The plaintiff appealed and the defendant cross appealed to the Appellate
Court, and we transferred the appeal and cross appeal to this court pursuant
to General Statutes § 51-199 (c) and Practice Book § 65-1.
  4
    General Statutes § 1-101bb provides: ‘‘No quasi-public agency, as defined
in section 1-120, or state agency may retain a lobbyist, as defined in section
1-91. The provisions of this chapter shall not be construed to prohibit a
director, officer or employee of a quasi-public agency or state agency from
lobbying, as defined in section 1-91, on behalf of the quasi-public agency
or state agency.’’
   5
     In count two of the complaint, the plaintiff asserted a common-law
unsuccessful bidder claim alleging that the defendant’s award of the liaison
services contract to Brown Rudnick was the result of the defendant’s fraud,
corruption or favoritism, and defeated the integrity of the bidding process.
The trial court ultimately granted the defendant’s motion to dismiss that
claim as moot, and that ruling is not at issue in this appeal. All references in
this opinion to the complaint, substituted complaint and second substituted
complaint are to the plaintiff’s claim that the defendant violated the anti-
trust act.
   6
     General Statutes § 35-31 (b) provides: ‘‘Nothing contained in this chapter
shall apply to those activities of any person when said activity is specifically
directed or required by a statute of this state, or of the United States.’’
   7
     See In re Aluminum Warehousing Antitrust Litigation, 833 F.3d 151,
157 (2d Cir. 2016) (‘‘a private antitrust plaintiff must plausibly allege that
[1] it suffered an antitrust injury and [2] it is an acceptable plaintiff to pursue
the alleged antitrust violations,’’ i.e., that it is ‘‘an ‘efficient enforcer’ ’’); Gatt
Communications, Inc. v. PMC Associates, LLC, 711 F.3d 68, 78 (2d Cir.
2013) (‘‘[t]o determine whether a putative antitrust plaintiff is an efficient
enforcer of the antitrust laws, we examine primarily the following factors:
[1] the directness or indirectness of the asserted injury; [2] the existence of
an identifiable class of persons whose self-interest would normally motivate
them to vindicate the public interest in antitrust enforcement; [3] the specula-
tiveness of the alleged injury; and [4] the difficulty of identifying damages
and apportioning them among direct and indirect victims so as to avoid
duplicative recoveries’’ [internal quotation marks omitted]).
   8
     The trial court noted that the plaintiff had added the following new
allegations to its antitrust claim in the substituted complaint: ‘‘Member
municipalities pay fees to [the defendant] based [on] the amount of trash
they dispose of, and [the defendant] uses the revenue generated by the fees
to pay various expenses it incurs, including the [liaison services] contract.
The initial [liaison services] contract was issued to Brown Rudnick in 2006
without any competitive bidding, and, in the following years, fewer and
fewer entities submitted bids. As a result of this anticompetitive activity,
Brown Rudnick’s price had not been subjected to market competition, and
the market for potential bidders was eliminated. As a further result, member
towns of [the defendant] incurred greater, unnecessary expense by paying
higher than market fees for similar work provided by other firms. [The
defendant] and its member towns were paying Brown Rudnick $7000 a
month at times when there was little or no documentation of work actually
performed. At a December 8, 2011 meeting, the quality and costs issues
with the Brown Rudnick [liaison services] contract led one [of the defen-
dant’s] board member[s] to state that he never observed a representative
of Brown Rudnick at any meeting he attended, that he was unaware of any
outreach by Brown Rudnick to municipalities in his area, and that the [liaison
services] contract seemed to be an unnecessary cost passed on to customers.
By granting a monopoly to Brown Rudnick for the [liaison services] contract
and allowing it to bill a flat rate without any analysis of its appropriateness,
[the defendant] harmed its member towns by passing on these costs through
tipping fees and engaged in anticompetitive activity. [The plaintiff] also
alleges that [the defendant’s] conduct constituted bid rigging, which is a
per se anticompetitive activity.’’
   The substituted complaint also included a count alleging, for the first
time, that Nonnenmacher had published defamatory statements about Hen-
nessy. The trial court ultimately granted the defendant’s motion to strike
that count as procedurally improper and denied the plaintiff’s motion to
amend the substituted complaint to include the defamation count and to
cite in Hennessy and Nonnenmacher as parties. Those rulings are not at
issue in this appeal.
   9
     The plaintiff made the following new allegations in the second substituted
complaint: (1) ‘‘[a]s part of their conspiracy, in order to cloak the nature
of some of the services, [the defendant] and Brown Rudnick agreed that
the . . . liaison services would be provided on a flat fee basis . . . and
that the services would be generically described on the invoices’’; (2) ‘‘Brown
Rudnick proposed an hourly rate . . . that was higher than the hourly rate
proposed by [the plaintiff]’’; (3) ‘‘[the defendant] and Brown Rudnick were
both aware that the number of hours anticipated each month . . . was
fabricated and without any basis’’; (4) ‘‘[t]he market for . . . liaison services
includes many providers such as public affairs businesses and government
relations professionals’’; (5) ‘‘[the plaintiff] is a participant in that market’’;
(6) ‘‘[the defendant] engaged in conduct to subvert competition for . . .
liaison services by maintaining a private agreement with Brown Rudnick
. . . for a flat fee . . . regardless of the amount of services provided’’; (7)
‘‘[the defendant] agreed to pay that fee in order to secure impermissible
lobbying services’’; (8) ‘‘[i]t was known in the market that [the defendant]
would not consider anyone other than Brown Rudnick for the [liaison ser-
vices] contract’’; (9) ‘‘[w]ith [the defendant’s refusal] to consider any bidders
other than Brown Rudnick, the number of firms bidding on the [liaison
services] contract steadily declined’’; (10) in 2007, the defendant’s chief
executive officer ‘‘stated [that] he would ‘revisit’ the [request for qualifica-
tions] and return to the [defendant’s] [b]oard with a ‘stable’ of choices . . .
[but] he did not do so . . . [and] continued to engage in anticompetitive
activity to ensure that Brown Rudnick received the contract’’; (11) in 2009,
‘‘[the defendant] colluded to rig the bidding process to arrange for two
existing vendors for nonmunicipal government liaison services to submit
bids for the [liaison services] contract in order to give the appearance of
open bidding’’; (12) the defendant’s conduct ‘‘led many providers of [liaison]
services to refuse to participate in [the defendant’s] public bidding process
because of the understanding [that] the contract would only be awarded to
Brown Rudnick’’; (13) ‘‘[d]ue to the poor quality of the performance of the
[liaison services] contract . . . several municipalities left [the defendant]’’;
(14) ‘‘Brown Rudnick’s fee for its . . . liaison services was inflated over
the market rate’’; (15) ‘‘[i]n 2002, before [the defendant] engaged in anticom-
petitive activity with Brown Rudnick, [the defendant] received substantially
similar services for a monthly fee of $4000’’; (16) ‘‘[b]y engaging in anticom-
petitive activity . . . the quality of services provided under the [liaison
services] contract was compromised, and Brown Rudnick’s inflated price
[had] not been subjected to market competition’’; and (17) ‘‘[the plaintiff]
notified the attorney general of this action.’’
    10
       In Lafayette, the United States Supreme Court held that, ‘‘[w]hile a
subordinate governmental unit’s claim to [the state action exemption from
antitrust actions] is not as readily established as the same claim by a state
government sued as such . . . an adequate state mandate for anticompeti-
tive activities of cities and other subordinate governmental units exists when
it is found from the authority given a governmental entity to operate in a
particular area, that the legislature contemplated the kind of action com-
plained of.’’ (Internal quotation marks omitted.) Lafayette v. Louisiana
Power & Light Co., supra, 435 U.S. 415.
    11
       We recognize that the court in Ethypharm S.A. France v. Abbott Labora-
tories, supra, 707 F.3d 223, noted that the lack of antitrust standing ‘‘does
not affect the subject matter jurisdiction of the [federal courts], as . . .
standing [under article three, § 2, of the United States constitution] does,
but prevents a plaintiff from recovering under the antitrust laws.’’ Id., 232.
However, ‘‘[s]tanding is not a matter of constitutional law in Connecticut,
but is rather a rule of judicial administration based upon the principle that
the appropriate parties to litigate a dispute are those who are injured or
about to be injured. The purpose of this requirement is generally said to
ensure the existence of that concrete adverseness between the parties that
guarantees that the questions will be framed with the necessary specificity,
that the issues will be contested with the necessary adverseness and that
the litigation would be pursued with the necessary vigor . . . .’’ (Internal
quotation marks omitted.) Manchester Environmental Coalition v. Stockton,
184 Conn. 51, 65, 441 A.2d 68 (1981), overruled in part on other grounds by
Waterbury v. Washington, 260 Conn. 506, 800 A.2d 1102 (2002). As we have
explained, it is well established under Connecticut law that whether a person
is a proper party to bring a claim and whether the claim is within the zone
of interests that the statute was intended to protect implicate the subject
matter jurisdiction of our state courts. See, e.g., AvalonBay Communities,
Inc. v. Orange, supra, 256 Conn. 567.
    We recognize that the distinction between subject matter jurisdiction,
which implicates the court’s authority to entertain and adjudicate a matter,
and the authority to act pursuant to a statute, which implicates the court’s
authority to grant relief on the merits, has caused ongoing confusion in our
courts. See, e.g., In re Jose B., 303 Conn. 569, 574, 34 A.3d 975 (2012) (‘‘the
distinction between challenges to the trial court’s subject matter jurisdiction
and challenges to the exercise of its statutory authority is not always clear’’
[internal quotation marks omitted]). We also recognize the ‘‘rule that every
presumption is to be indulged in favor of jurisdiction . . . [in order] to
bring about a trial on the merits of a dispute whenever possible and to secure
for the litigant his day in court . . . by allowing the litigant, if possible, to
amend the complaint to correct the defect . . . .’’ (Citations omitted; inter-
nal quotation marks omitted.) Id., 579. It is arguable that, in light of this
ongoing confusion and our policy of favoring entertaining a case on its
merits, we should take a hard look at this court’s statutory standing jurispru-
dence and consider whether we should take steps to conform to the federal
rule. Because the parties in the present case have not comprehensively
briefed this issue, we leave it for another day.
   12
      General Statutes § 35-28 provides in relevant part: ‘‘Without limiting
section 35-26, every contract, combination, or conspiracy is unlawful when
the same are for the purpose, or have the effect, of: (a) Fixing, controlling,
or maintaining prices, rates, quotations, or fees in any part of trade or
commerce . . . or (d) refusing to deal, or coercing, persuading, or inducing
third parties to refuse to deal with another person.’’
   13
      In other words, the fact that anticompetitive conduct is measured by
such effects; see Bridgeport Harbour Place I, LLC v. Ganim, supra, 303
Conn. 215–16; does not necessarily mean that proof of such effects estab-
lishes an antitrust injury. For example, if a business chooses to purchase
supplies from a vendor whose products are more expensive than those sold
by competitors because the business has family connections with the chosen
vendor, it does not follow from the fact that other vendors may choose not
to compete to provide the product because they are aware of the family
connections, and the fact that the business will have increased expenses
that it may well pass on to its customers, that the business has violated the
antitrust act. As we discuss more fully subsequently in this opinion, ‘‘the
antitrust laws protect only the purchaser’s freedom to make a choice’’;
Doron Precision Systems, Inc. v. FAAC, Inc., 423 F. Supp. 2d 173, 183
(S.D.N.Y. 2006); not a competitor’s right to compete.
   14
      This court also observed in Ganim that, even if the plaintiff had ade-
quately alleged an antitrust injury, federal courts have concluded that govern-
ment action is exempt from the antitrust laws under the Noerr-Pennington
doctrine. United Mine Workers v. Pennington, 381 U.S. 657, 670, 85 S. Ct.
1585, 14 L. Ed. 2d 628 (1965); Eastern Railroad Presidents Conference v.
Noerr Motor Freight, Inc., 365 U.S. 127, 136–37, 81 S. Ct. 523, 5 L. Ed. 2d
464 (1961); see Bridgeport Harbour Place I, LLC v. Ganim, supra, 303 Conn.
218–19; see also George R. Whitten, Jr., Inc. v. Paddock Pool Builders, Inc.,
424 F.2d 25, 34 (1st Cir.) (distinguishing ‘‘the narrow issue of whether
. . . conduct is exempt from antitrust regulation’’ under Noerr-Pennington
doctrine, which exempts attempts to reduce competition through legislation
and regulation from Sherman Act, from ‘‘the broader issue of whether [the
conduct] has in fact violated the Sherman Act’’), cert. denied, 400 U.S. 850,
91 S. Ct. 54, 27 L. Ed. 2d 88 (1970). In support of this conclusion, this court
in Ganim quoted extensively from the decision of the Tenth Circuit Court
of Appeals in Coll v. First American Title Ins. Co., 642 F.3d 876 (10th Cir.
2011), which held that a private party’s use of bribery or other corrupt
means to influence government regulation or legislation does not violate
federal antitrust laws ‘‘because the purpose of the Sherman Act is to regulate
business, not political activity.’’ Id., 896; see Bridgeport Harbour Place I,
LLC v. Ganim, supra, 218–22. This court assumed in Ganim that the Noerr-
Pennington state-action immunity principle applies not only to a party’s
use of bribery or other corrupt means to influence legislation or regulation,
but also to the use of corrupt means to obtain a government contract. A
number of federal courts have concluded, however, that that is not the case.
See George R. Whitten, Jr., Inc. v. Paddock Pool Builders, Inc., supra, 33
(‘‘Noerr stressed the importance of free access to public officials vested
with significant [policy making] discretion. We doubt whether the [c]ourt,
without expressing additional rationale, would have extended the Noerr
umbrella to public officials engaged in purely commercial dealings when
the case turned on other issues.’’); id. (‘‘The state legislatures, by enacting
statutes requiring public bidding, have decreed that government purchases
will be made according to strictly economic criteria. . . . We conclude,
therefore, that the immunity for efforts to influence public officials in the
enforcement of laws does not extend to efforts to sell products to public
officials acting under competitive bidding statutes.’’ [Citation omitted.]); F.
Buddie Contracting, Inc. v. Seawright, 595 F. Supp. 422, 439 (N.D. Ohio
1984) (‘‘Noerr-Pennington is concerned with the needs of a representative
democracy in the field of public policy making. These needs are not at issue
in this case, [in which] the parties are concerned with the award of a
competitively bid contract which only incidentally involves a governmental
body. The basis for the exemption, therefore, does not apply to this case.’’);
Czajkowski v. Illinois, 460 F. Supp. 1265, 1279 (N.D. Ill. 1977) (‘‘Courts have
recognized that some public activities, such as the purchase of equipment
for governmental facilities, involve purely commercial dealings between
business and government. . . . In these circumstances, the mantle of state
sovereignty is removed and the state activities will be subjected to antitrust
scrutiny.’’ [Citation omitted; internal quotation marks omitted.]), aff’d mem.,
588 F.2d 839 (1978). Because we conclude that the plaintiff in the present
case has not adequately pleaded an antitrust injury in the first instance, we
need not consider whether this court correctly assumed in Ganim that the
Noerr-Pennington doctrine exempts from the antitrust act claims arising
from the award of a public contract.
   15
      We note that there is federal case law supporting the contrary position.
See Stearns Airport Equipment Co. v. FMC Corp., 170 F.3d 518, 526 (5th
Cir. 1999) (stating in dictum that evidence that entity used bribery or threats
to obtain public contract can give rise to antitrust violation); George R.
Whitten, Jr., Inc. v. Paddock Pool Builders, Inc., 424 F.2d 25, 34 (1st Cir.)
(‘‘efforts to influence government officials acting under statutes requiring
competitive bidding are within the scope of the antitrust laws’’), cert. denied,
400 U.S. 850, 91 S. Ct. 54, 27 L. Ed. 2d 88 (1970); Doron Precision Systems,
Inc. v. FAAC, Inc., 423 F. Supp. 2d 173, 183 (S.D.N.Y. 2006) (stating in dictum
that allegation of bribery, fraud or unethical procedures that corrupted
public entity’s award of contract might be sufficient to support claim of
antitrust violation); F. Buddie Contracting, Inc. v. Seawright, 595 F. Supp.
422, 437 (N.D. Ohio 1984) (‘‘[w]here a firm succeeds in tampering with the
competitive bidding process in such a manner that competitive bidding
becomes a farce, the [c]ourt believes that an unreasonable restraint of trade
has occurred’’). We find these cases to be unpersuasive. In George R. Whitten,
Jr., Inc. v. Paddock Pool Builders, Inc., supra, 34, the court engaged in no
analysis but simply made a conclusory statement. In F. Buddie Contracting,
Inc. v. Seawright, supra, 437, the court relied on Richard Hoffman Corp.
v. Integrated Building Systems, Inc., 581 F. Supp. 367 (N.D. Ill. 1984), which
involved conduct that had the effect of limiting the public entity’s choice
of product. See id., 374 (‘‘[i]n the present case, the choice of product is
alleged to have been made by . . . the successful bidder, rather than the
customer’’). In Stearns Airport Equipment Co. v. FMC Corp., supra, 526,
the court relied on F. Buddie Contracting, Inc., and another case, Indian
Head, Inc. v. Allied Tube & Conduit Corp., 817 F.2d 938, 947 (2d Cir. 1987),
aff’d, 486 U.S. 492, 108 S. Ct. 1931, 100 L. Ed. 2d 497 (1988), in which the
defendant’s conduct had restricted purchasers’ freedom to choose a product.
See id., 947 (efforts by defendant, which manufactured steel electrical con-
duit, to rig vote on proposal allowing use of polyvinyl chloride conduit at
meeting of organization that established product and performance require-
ments for electrical systems gave rise to antitrust violation). In Doron Preci-
sion Systems, Inc. v. FAAC, Inc., supra, 183, the court relied on Interstate
Properties v. Pyramid Co. of Utica, 586 F. Supp. 1160, 1163 (S.D.N.Y. 1984),
in which the court discussed the sham exception to the Noerr-Pennington
doctrine. See footnote 14 of this opinion. The fact that Noerr-Pennington
immunity does not apply to certain corrupt conduct does not necessarily
mean that the conduct is anticompetitive in the first instance. See George
R. Whitten, Jr., Inc. v. Paddock Pool Builders, Inc., supra, 34 (distinguishing
‘‘the narrow issue of whether . . . conduct is exempt from antitrust regula-
tion’’ under the Noerr-Pennington doctrine from ‘‘the broader issue of
whether [the conduct] has in fact violated the Sherman Act’’).
   16
      Similarly, we reject the plaintiff’s claim that ‘‘Ganim is distinguishable
because . . . Ganim involved conduct that occurred after the contract
was awarded, so there was no allegation that the bidding process was
compromised.’’ (Emphasis in original.) The court in Ganim did not distin-
guish corrupt government practices that might discourage parties from com-
peting for a government contract before the contract is awarded from corrupt
practices that might discourage parties from completing the contract after
the award so that another party, who is willing to participate in the corrupt
practice, can complete it. The intent of the government actor is the same
in both cases, namely, to ensure that the parties with which it deals will
participate in the corrupt practice. As we have explained, refusing to award
a government contract unless the contracting party agrees to participate in
a corrupt practice may violate a host of laws, but it does not constitute an
antitrust injury. See Bridgeport Harbour Place I, LLC v. Ganim, supra, 303
Conn. 217–18 (allegation ‘‘that any general contractor that wanted to do
business with the city could do so but had to pay to play’’ was not adequate
to establish prima facie case of anticompetitive impact).
  17
     We recognize, of course, that the trial court had no authority to overrule
our decision in Cheryl Terry Enterprises, Ltd., that private parties have
standing to bring an antitrust action against public entities arising from a
violation of a competitive bidding statute.
