               NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
                          File Name: 14a0563n.06

                                       Case No. 13-2392

                          UNITED STATES COURT OF APPEALS
                               FOR THE SIXTH CIRCUIT
                                                                                 FILED
                                                                            Jul 25, 2014
WILLIAM ELIAS; ELIAS REAL ESTATE LLC;                 )                DEBORAH S. HUNT, Clerk
TAXFASTER LLC; MOODY, KEEGAN,                         )
NELSON & ASSOCIATES PLLC,                             )
                                                      )        ON APPEAL FROM THE
       Plaintiffs-Appellants,                         )        UNITED STATES DISTRICT
                                                      )        COURT FOR THE EASTERN
v.                                                    )        DISTRICT OF MICHIGAN
                                                      )
FEDERAL HOME LOAN MORTGAGE                            )
CORPORATION, a corporation chartered by the           )
United States Congress,                               )        OPINION

       Defendant-Appellee.


BEFORE:        BOGGS, COLE, and STRANCH, Circuit Judges.

       COLE, Circuit Judge. In October 2012, the Federal Home Loan Mortgage Corporation,

better known as Freddie Mac, added plaintiff William Elias and his real-estate businesses to its

Exclusionary List. The List identifies individuals and businesses whom Freddie Mac suspects of

engaging in fraud or whose business practices are deemed to present an “undue risk” to Freddie

Mac. After an entity has been placed on the List, it may no longer participate, directly or

indirectly, in any mortgage transaction involving Freddie Mac. Elias alleges that his inclusion on

the List has caused his real-estate businesses to collapse because third-party mortgage servicers

will no longer deal with them. He filed suit alleging (1) tortious interference with a business

relationship or expectancy and with contracts, (2) defamation, (3) state and federal antitrust
Case No. 13-2392
Elias, et al. v. Federal Home Loan Mortgage Corporation

violations, and (4) civil conspiracy. The district court granted Freddie Mac’s motion to dismiss

for failure to state a claim. We affirm.

                                           I. OVERVIEW

A. Factual Background

       William Elias, a Michigan real-estate broker, is the chief executive officer and owner of

Elias Realty LLC, as well as the single-member owner of Taxfaster LLC, which does business as

Moody, Keegan, Nelson & Associates, PLLC (“Moody Keegan”). Before the events underlying

this suit, much of Elias’s business involved facilitating short sales of real estate as an alternative

to foreclosure. As one of the nation’s largest holders of mortgages, Freddie Mac is often

involved in short sales, typically through its mortgage servicers, and has guidelines as to when it

will approve a short sale or permit its servicers to do so. These guidelines seek to minimize

Freddie Mac’s losses and require, among other things, that the borrower demonstrate an eligible

hardship and be delinquent on his or her mortgage payments.

       On October 1, 2012, Elias received a notice from Freddie Mac stating that it was

considering adding Elias and his business entities to its Exclusionary List. As Freddie Mac

explains, an entity may be added to the List because Freddie Mac believes it has engaged in

unlawful or unethical conduct, such as fraud or regulatory violations. Additionally, an entity can

be added due to “[o]ther grounds that in Freddie Mac’s judgment may adversely affect Freddie

Mac,” such as business practices that pose an “undue risk” to the corporation. After being placed

on the List, entities are barred from (1) selling any loan to Freddie Mac, (2) servicing any

Freddie Mac loan or property, and (3) participating in the origination, transfer, or servicing of

any loan subsequently acquired by Freddie Mac, or participating in the transfer of the associated

real-estate property. Under the third limitation—which is particularly broad—Freddie Mac will


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not acquire a loan if an excluded entity was involved at any stage in the associated property’s

chain of title, regardless of who presently holds the loan or property.

       Freddie Mac’s notice to Elias contained three main allegations: (1) that Elias, and his

alias Thomas Glassman, had instructed at least five short-sale sellers whose mortgages were held

by Freddie Mac to buy a new home before engaging in a short sale, thereby misrepresenting their

financial situation in order to qualify for the sale; (2) that Moody Keegan kept fees from some

short-sale transactions that should have been remitted to Freddie Mac, while attempting to

conceal this practice; and (3) that a business entity affiliated with Elias impermissibly accepted

up-front fees from a seller. Freddie Mac instructed Elias that he had ten days to respond to the

letter and that he would not be added to the List until his response had been reviewed. Elias

responded, denying all allegations, and submitted an affidavit among other extensive supporting

documents. On October 31, 2012, Freddie Mac notified Elias that his name, as well as his

business entities Elias Realty, Taxfaster, and Moody Keegan, would be added to the List “to

prevent undue risk to the company.”

       Additionally, after Freddie Mac had notified Elias that he might be added to the List, but

before Elias’s ten-day response period ended, Freddie Mac notified at least three mortgage

servicers that it was considering placing Elias on the List. One of these servicers, CitiMortgage,

passed this information along to a client of Elias. In response to Freddie Mac’s concerns, these

servicers refused to complete pending short-sale transactions with Elias Realty.

       Elias alleges that placement on the List has irreparably harmed his businesses because

mortgage servicers will no longer transact with them.          Not only has Elias had to cancel

“hundreds of short sale transactions” and lose the revenue associated with those deals, his realty

firm has collapsed, resulting in the layoff of over one hundred employees.


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B. Procedural History

       Elias and his businesses filed a complaint in the United States District Court for the

Eastern District of Michigan on January 31, 2013, along with a motion for a temporary

restraining order. The court denied Elias’s request for a TRO but set a date for a hearing on the

preliminary injunction that Elias had requested in his complaint. In the meantime, Freddie Mac

filed a motion to dismiss for failure to state a claim, as well as responses opposing Elias’s request

for injunctive relief. The court then cancelled the preliminary injunction hearing and instead

scheduled a hearing on Freddie Mac’s motion to dismiss.

       On the day of the hearing, Freddie Mac sought to file with the court public records in

support of its motion to dismiss. These records included an affidavit for a search warrant on

Elias’s business addresses, which was approved by a federal magistrate judge in February 2013.

Elias moved to strike the records, and the court granted Freddie Mac’s motion to dismiss without

any discussion of the records or the allegations they contained. See Elias v. Federal Home Loan

Mortg. Corp., No. 13-10387, 2013 WL 5372887 (E.D. Mich. Sept. 25, 2013). Elias timely

appealed. Although Freddie Mac asks us to consider the public records on appeal, we do not

find it necessary to do so.

                                         II. ANALYSIS

A. Standard of Review

       This court reviews de novo a district court’s dismissal of a plaintiff’s complaint for

failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). See, e.g., Kottmyer v.

Maas, 436 F.3d 684, 688 (6th Cir. 2006). The court will “accept as true all the allegations

contained in the complaint and construe the complaint liberally in favor of the plaintiff,” but it is

not required to credit “legal conclusions or unwarranted factual inferences.” Id. A complaint


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must “contain either direct or inferential allegations respecting all material elements” of the

plaintiff’s claims, Bishop v. Lucent Techs., 520 F.3d 516, 519 (6th Cir. 2008) (internal quotation

marks omitted), and must “raise a right to relief above the speculative level” such that the

plaintiff’s claim is “plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 570

(2007). In assessing the claims raised in a complaint, the court may consider any “document

referred to or attached to the pleadings, and integral to the plaintiff’s claims.” Burns v. United

States, 542 F. App’x 461, 466 (6th Cir. 2013) (per curiam).

       Because the parties are diverse, this court applies the substantive law of Michigan, the

forum state. Savedoff v. Access Grp., Inc., 524 F.3d 754, 762 (6th Cir. 2008). We must follow

the precedent of the state’s highest court but may also consider decisions from intermediate-level

appellate courts as persuasive so long as they do not contradict those of the highest court. Id.

B. Tortious Interference

       As his first claim, Elias alleges that Freddie Mac tortiously interfered with his and his

entities’ business relationships and contracts by notifying certain third parties that it was

considering adding Elias to the Exclusionary List, and then by actually adding him. As a result,

various mortgage servicers halted their pending transactions involving Elias and refused to

negotiate new deals with him. The district court dismissed Elias’s tortious-interference claims

after concluding that Elias had raised “no plausible allegations that Freddie Mac was motivated

by anything other than its legitimate business purpose” in placing Elias on the List. Elias, 2013

WL 5372887, at *3. We agree.

       Under Michigan law, a claim of tortious interference in a business relationship or

expectancy consists of the following elements: “[1] the existence of a valid business relationship

or expectancy, [2] knowledge of the relationship or expectancy on the part of the defendant, [3]


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intentional interference by the defendant inducing or causing a breach or termination of the

relationship or expectancy, and [4] resultant damage to the plaintiff.” Cedroni Ass’n, Inc. v.

Tomblinson, Harburn Assocs., Architects & Planners, Inc., 821 N.W.2d 1, 3 (Mich. 2012)

(internal quotation marks omitted); Mino v. Clio Sch. Dist., 661 N.W.2d 586, 597 (Mich. Ct.

App. 2003). A claim of tortious interference with a contract consists of similar, but not identical,

elements. See Knight Enters., Inc. v. RPF Oil Co., 829 N.W.2d 345, 348 (Mich. Ct. App. 2013).

       Our analysis of Elias’s tortious-interference claims begins and ends with the third

element.    For both types of tortious-interference claims, this element contains additional

requirements: the defendant’s interference must involve either “the intentional doing of a per se

wrongful act or the doing of a lawful act with malice and unjustified in law for the purpose of

invading the contractual rights or business relationship of another.” Badiee v. Brighton Area

Schs., 695 N.W.2d 521, 539 (Mich Ct. App. 2005) (emphasis added) (internal quotation marks

omitted); see also Wilkinson v. Powe, 1 N.W.2d 539, 542 (Mich. 1942); Knight Enters.,

829 N.W.2d at 348. When a defendant’s acts are “motivated by legitimate business reasons,” it

does not act with malice and a lack of justification. Mino, 661 N.W.2d at 588 (quoting BPS

Clinical Labs. v. Blue Cross & Blue Shield of Mich., 552 N.W.2d 919, 925 (Mich. Ct. App.

1996)); see also Urban Assocs., Inc. v. Standex Elecs., 216 F. App’x 495, 514 (6th Cir. 2007)

(collecting cases).

       Elias asserts both that Freddie Mac has committed a per se unlawful act and that it has

taken several actions indicative of malice. These two assertions are legal conclusions that the

court need not accept in the absence of supporting factual allegations. Kottmyer, 436 F.3d at

688.   Michigan’s courts have explained that an act is considered per se wrongful if it is

“inherently wrongful” or “never justified under any circumstances.” Formall, Inc. v. Cmty. Nat’l


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Bank of Pontiac, 421 N.W.2d 289, 293 (Mich. Ct. App. 1988). But the courts have not been

quick to find malice under the per se standard, and, given the notable lack of cases relying on this

theory, it is not even clear what sorts of acts would qualify. Although Elias is not required to cite

legal precedent in his complaint, he has not identified, in his briefs or during argument, any

Michigan cases suggesting that Freddie Mac’s behavior would be considered per se wrongful.

We therefore reject this conclusory allegation.

       Next, Elias argues that Freddie Mac’s disclosures were maliciously and unjustifiably

aimed at punishing him for failing to ensure that Freddie Mac gained as much of the short-sale

proceeds as possible, and for acting in the best interests of his clients, the short-sellers. Elias

further notes that he has identified specific, affirmative acts by Freddie Mac that are suggestive

of malice, as Michigan law requires.         See BPS, 552 N.W.2d at 925.        But Elias’s factual

allegations are deficient in two respects.

       First and foremost, Elias admits—in the very text of his complaint—to having engaged in

a particular business practice that Freddie Mac identified as one of its grounds for investigating

him and then placing him on the Exclusionary List. In its notice to Elias, Freddie Mac explained

that it suspected Moody Keegan of collecting, as its fee, pro-rated property taxes paid in advance

by the short-sale seller that should have been remitted to Freddie Mac at the time of the sale, a

practice that “[Elias] knew Freddie Mac would not approve.” Elias does not dispute that he

collected fees in this roundabout manner—in fact, he acknowledges in his complaint that “[i]f a

loan servicer disallows the borrower-short seller from paying his counseling and mitigation fee

to [Moody Keegan] out of the settlement proceeds, then according to the contract between

[Moody Keegan] and the seller, the seller directs the purchaser to pay the pro-rated taxes to




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[Moody Keegan]” (emphasis added). Elias defends this practice by asserting that Freddie Mac is

not contractually entitled to tax pro-rations.

       By confirming Moody Keegan’s collection of these taxes as fees, Elias has provided

Freddie Mac with a legitimate business reason for investigating him and for communicating this

information to third-party entities that would be affected by Elias’s inclusion on the List. See

Family Home & Fin. Ctr., Inc. v. Fed. Home Loan Mortg. Corp., 525 F.3d 822, 824, 826 (9th

Cir. 2008) (concluding that plaintiff’s practice of encouraging borrowers to apply for initial loans

with high interest rates, and then instructing them to refinance shortly thereafter, gave Freddie

Mac a legitimate reason to place plaintiff on the List even though this practice was not unlawful.)

Moreover, Elias makes no claim that Freddie Mac knowingly allowed other real estate agents to

collect pro-rated taxes as fees, which could support an inference that Freddie Mac’s reasons for

placing Elias on the List were pretextual.

       A second problem afflicts Elias’s complaint: he does not plausibly support the conclusion

that Freddie Mac acted with malice. Elias argues that Freddie Mac was motivated by a desire to

punish Elias and shut down his real estate businesses because they did not put Freddie Mac’s

financial interests ahead of their clients’ interests. To support this contention, he argues that

Freddie Mac knowingly allowed other, larger mortgage servicers to provide sellers with advice

that would likewise cause Freddie Mac to lose money, and he claims that this disparate treatment

is prima facie evidence of malicious intent. But, accepting these allegations as true, Elias

provides no facts to indicate that Freddie Mac was aware that other servicers were giving

inappropriate advice. Elias also points out that Freddie Mac filed a complaint about Elias with

the Michigan Department of Licensing and Regulatory Affairs—but, similarly, he provides no

plausible reason to believe that this complaint was lodged for improper reasons, rather than to


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protect Freddie Mac from business practices it believed were questionable. And, lastly, Elias

argues that the timing of Freddie Mac’s disclosures is indicative of malice, since Freddie Mac

notified three servicers—Wells Fargo, CitiMortgage, and Fifth-Third Bank—of its investigation

before giving him time to respond. But these disclosures do not indicate malice in light of the

fact that, by Elias’s own admission, Freddie Mac had reason to believe that Elias was

circumventing its short-sale requirements and that Freddie Mac would therefore not approve the

pending transactions involving these three servicers.        Cf. Coronet Dev. Co. v. FSW, Inc.,

150 N.W.2d 809, 812 (Mich. 1967) (finding “no wrongful act” where widow cancelled pending

sale, by husband’s corporation, of assets of husband’s estate, allowing the corporation to accept a

better offer); Via the Web Designs, L.L.C. v. Beauticontrol Cosmetics, Inc., 148 F. App’x 483,

487–88 (6th Cir. 2005) (no malice where cosmetics company instructed its independent

consultants not to advertise on plaintiff’s unauthorized website); Mino, 661 N.W.2d at 598 (no

malice where former colleagues of candidate for new job informed search committee of

candidate’s alleged acts of impropriety in his prior job).

       Ultimately, Elias has failed to plead facts supporting his allegation that Freddie Mac

maliciously sought to interfere with his business relationships by placing his name on the List or

by informing mortgage servicers that it was investigating him. Rather, Elias’s complaint shows

that Freddie Mac had a legitimate business reason for placing Elias and his entities on the List.

The district court correctly dismissed this claim.

C. Defamation

       Second, Elias alleges that Freddie Mac defamed him and his businesses by adding their

names to the List and by informing Wells Fargo, CitiMortgage, and Fifth-Third Bank that Elias’s

businesses were being considered for inclusion on the List. Elias claims that these actions were


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tantamount to accusing him of fraud or improper conduct and caused third parties to stop

transacting with him. The district court dismissed this claim on two grounds: first, it concluded

that Freddie Mac’s allegedly defamatory statements were not false, and second, it reasoned that

Freddie Mac’s communications were protected by a qualified privilege.            Elias, 2013 WL

5372887, at *3. Again, we agree.

       To succeed on a defamation claim in Michigan, a plaintiff must prove each the following:

(1) “a false and defamatory statement concerning the plaintiff”; (2) “an unprivileged

communication to a third party”; (3) “fault amounting to at least negligence on the part of the

publisher”; and (4) that the statement either amounts to defamation per se or that it caused

“special harm.” Rouch v. Enquirer & News of Battle Creek, Mich., 487 N.W.2d 205, 211 (Mich.

1992). “A communication is defamatory if it tends to lower an individual’s reputation in the

community or deters third persons from associating or dealing with that individual.” Ireland v.

Edwards, 584 N.W.2d 632, 636 (Mich. Ct. App. 1998). To constitute defamation, a statement

must purport to “stat[e] actual facts about the plaintiff” and must contain enough objective matter

to be “provable as false.” Id. at 636–37 (internal quotation marks omitted).

       The district court concluded that Freddie Mac’s statements about Elias were not

“provably false” because they were not objective or specific enough to meet this standard. We

agree that the statements were not false, although we do not address the question of whether they

are categorically too subjective to count as defamation. As discussed above, Elias acknowledges

that Moody Keegan routinely collected fees which Freddie Mac disallows. In light of this

admission, Freddie Mac did not falsely represent that—according to its own criteria—Elias’s

business practices posed an undue risk, or that Elias failed to comply with its short-sale

requirements. And although Elias asserts that inclusion on the List is necessarily equivalent to


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an accusation of fraudulent or illegal business practices, his complaint and its attachments simply

do not demonstrate that this is the case.

       Moreover, the district court properly concluded that Freddie Mac’s disclosures were

protected by Michigan’s qualified privilege, which applies when parties share an interest in the

information being transmitted, or when one party owes a duty to communicate information to the

other. Prysak v. R.L. Polk Co., 483 N.W.2d 629, 636 (Mich. Ct. App. 1992) (qualified privilege

applies where defendant shows “(1) good faith, (2) an interest to be upheld, (3) a statement

limited in its scope to this purpose, (4) a proper occasion, and (5) publication in a proper manner

and to proper parties only”); see also Trimble v. Morrish, 116 N.W. 451, 452 (Mich. 1908). The

qualified privilege can be overcome if the defendant acted with actual malice, meaning with

knowledge of the statement’s falsity or with reckless disregard of the truth.          Frohriep v.

Flanagan, 754 N.W.2d 912, 923 (Mich. Ct. App. 2008), rev’d in part on other grounds,

763 N.W.2d 279 (Mich. 2009); see also Hall v. Pizza Hut of Am., 396 N.W.2d 809, 814 (Mich.

Ct. App. 1986) (defining malice as bad faith).

       Freddie Mac and its mortgage servicers have a common interest in minimizing risk and

fraud in their short-sale transactions, and the public has an interest in ensuring the integrity and

stability of the secondary mortgage market, which provides liquidity for consumer loans. See

Family Home, 525 F.3d at 827 (holding that California’s common interest privilege applies to

disclosure of names on Exclusionary List); see also Prysak, 483 N.W.2d at 636 (qualified

privilege applies to communication between plaintiff’s employer and third party, where plaintiff

had access to third party’s confidential information at work and threatened to disclose it

improperly); Gonyea v. Motor Parts Fed. Credit Union, 480 N.W.2d 297, 300 (Mich. Ct. App.

1991). Furthermore, as Freddie Mac points out, Elias does not refute on appeal the argument


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that a common interest is shared by Freddie Mac, its mortgage servicers, and other real-estate

entities that transact with Freddie Mac and that have access to the Exclusionary List. Instead,

Elias claims that he has identified evidence of malice sufficient to overcome the privilege. If

malice is defined as knowing falsity or reckless disregard for the truth, see Frohriep,

754 N.W.2d at 923, it does not apply in light of Elias’s admission regarding Moody Keegan’s

fee-collecting practices. And if instead malice is defined more broadly as bad faith, see Hall,

396 N.W.2d at 814, the facts Elias alleges do not plausibly support a finding of malice, for the

reasons discussed above in regard to tortious interference.

       Finally, the facts and allegations contained in Elias’s complaint also do not suggest that

Freddie Mac’s disclosures were unduly broad so as to defeat the privilege. See, e.g., Prysak,

483 N.W.2d at 636. Elias’s complaint and supporting materials establish that Freddie Mac

informed three mortgage servicers that it was investigating Elias, but do not demonstrate that

Freddie Mac provided them with any details about the investigation. And Elias’s allegation that

the Exclusionary List is not privileged or confidential is refuted by an exhibit attached to his

complaint and discussed in its text. Though Elias contends that Freddie Mac or its “agents”

informed one of Elias’s clients that he was being investigated for inclusion on this List, this

allegation is likewise contradicted by an email attached to his complaint, which shows that a

mortgage servicer—not Freddie Mac—notified the client. Elias’s complaint does not plausibly

allege that Freddie Mac publicized the List to parties not sharing a common interest with it, or

that Freddie Mac’s disclosures contained information broader than necessary to advance the

interests it shared with other mortgage servicers and real-estate entities. The district court

correctly dismissed Elias’s defamation claims.




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D. Antitrust Violations

       Next, Elias alleges that Freddie Mac violated federal and state antitrust law by placing his

name on its Exclusionary List and thereby encouraging other market participants not to transact

with him. The district court rejected this claim after concluding, first, that Freddie Mac did not

violate antitrust law under the per se approach or the rule of reason approach, and second, that

Elias had failed to identify the relevant geographic market allegedly suffering anticompetitive

effects. Elias, 2013 WL 5372887, at *4.

       We can affirm the district court’s conclusion on a simpler basis: Elias has not pleaded, let

alone plausibly claimed under the Twombly standard, that Freddie Mac’s actions harmed

competition in the relevant market, as the Sherman Act requires. See Indeck Energy Servs., Inc.

v. Consumers Energy Co., 250 F.3d 972, 977 (6th Cir. 2000); see also Abercrombie & Fitch

Stores v. Amer. Eagle Outfitters, Inc., 280 F.3d 619, 629 (6th Cir. 2002) (appellate court may

affirm dismissal on grounds different than district court’s). Elias’s complaint focuses almost

exclusively on harm allegedly done to Elias and his businesses. Although the complaint states

that “the Exclusionary List precludes [other] market participants, including servicers, from

dealing” with Elias, it does not claim that this outcome harms anyone other than Elias and his

businesses. And although the complaint adds that “the public interest suffers where entities are

excluded from the market and are unable to provide borrowers with short sale consultation

services,” it does not plead that prospective short-sellers have in fact been impeded from

obtaining the services they require.

       In other cases with similarly deficient pleading, this court has held that the plaintiff

lacked antitrust standing—a concept distinct from Article III standing—and has affirmed the

district court’s dismissal. See Indeck Energy, 250 F.3d at 977 (affirming Rule 12(b)(6) dismissal


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and observing that “the record in this appeal presents no indication that competition itself was

harmed by any of the defendants.”); NicSand, Inc. v. 3M Co., 507 F.3d 442, 450 (6th Cir. 2007)

(en banc) (noting that this circuit “has dismissed numerous lawsuits for lack of antitrust standing

under Rule 12(b)(6)” and listing cases).

       Elias’s state-law claim fails for the same reason.          As Elias acknowledges in his

complaint, Michigan’s statutes parallel the Sherman Act.          See Blair v. Checker Cab Co.,

558 N.W.2d 439, 442 (Mich. Ct. App. 1996) (looking to federal courts’ antitrust precedent to

resolve state-law claim); Mich. Comp. Laws § 445.784(2) (“[I]n construing all sections of this

act, the courts shall give due deference to interpretations given by the federal courts to

comparable antitrust statutes . . . .”); see also Mercy Mem. Hosp. v. Porter, No. 212223, 1999

WL 33326821, at *3 (Mich. Ct. App. Dec. 21, 1999) (quoting the United States Supreme Court’s

statement that “antitrust laws were enacted for the protection of competition, not competitors”

and affirming dismissal for failing to state an “antitrust injury” (alteration and internal quotation

marks omitted)).

       Elias makes slightly more effort in the state-law section of his complaint to establish

market-wide harm. He claims that “Freddie Mac’s use of the Exclusionary List . . . further

cements [its] dominance in that market, constituting attempted monopolization.” But once again,

his allegations do not establish that anyone other than Elias and his businesses was injured by

Freddie Mac’s actions. Elias and Freddie Mac operate in related but distinct markets, and the

complaint does not provide any insight into how Freddie Mac’s refusal to deal with certain real-

estate brokers, such as Elias, allows it to monopolize the market in secondary mortgages and

mortgage-backed securities. Nor does it explain in even the most general terms how other real-




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estate agencies or consumers are hurt by Freddie Mac’s actions. We accordingly affirm the

dismissal of Elias’s federal and state antitrust claims.

E. Civil Conspiracy

          Lastly, Elias alleges that Freddie Mac formed a civil conspiracy with mortgage servicers,

lenders, and other third parties, designed to exclude Elias and his companies from the real-estate

market. As the district court noted, “a claim for civil conspiracy may not exist in the air; rather,

it is necessary to prove a separate, actionable tort.” Advocacy Org. for Patients & Providers v.

Auto Club. Ins. Assocs., 670 N.W.2d 569, 580 (Mich. Ct. App. 2003) (quoting Early Detection

Ctr., P.C. v. New York Life Ins. Co., 403 N.W.2d 830, 836 (Mich. Ct. App. 1986)); see also

Admiral Ins. Co. v. Columbia Cas. Ins. Co., 486 N.W.2d 351, 358–59 (Mich. Ct. App. 1992).

Because we affirm the dismissal of Elias’s other claims, we must likewise affirm the dismissal of

this claim.

                                             III. CONCLUSION

          For the reasons addressed above, we affirm the district court’s dismissal of the plaintiffs’

claims.




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