Case 2:20-cv-00424-RAJ Document 55 Filed 04/11/22 Page 1 of 110
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`The Honorable Richard A. Jones
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`UNITED STATES DISTRICT COURT
`WESTERN DISTRICT OF WASHINGTON
`AT SEATTLE
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`No. 20-cv-00424-RAJ
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`SECOND AMENDED CLASS ACTION
`COMPLAINT
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`DEMAND FOR JURY TRIAL
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`DEBORAH FRAME-WILSON, CHRISTIAN
`SABOL, SAMANTHIA RUSSELL, ARTHUR
`SCHAREIN, LIONEL KEROS, NATHAN
`CHANEY, CHRIS GULLEY, SHERYL
`TAYLOR-HOLLY, ANTHONY COURTNEY,
`DAVE WESTROPE, STACY DUTILL,
`SARAH ARRINGTON, MARY ELLIOT,
`HEATHER GEESEY, STEVE MORTILLARO,
`CHAUNDA LEWIS, ADRIAN HENNEN,
`GLENDA R. HILL, GAIL MURPHY,
`PHYLLIS HUSTER, and GERRY
`KOCHENDORFER, on behalf of themselves
`and all others similarly situated,
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`AMAZON.COM, INC., a Delaware
`corporation,
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`Plaintiffs,
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`Defendant.
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`v.
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`SECOND AMENDED CLASS ACTION COMPLAINT
`Case No. 20-cv-00424-RAJ
`010888-11/1873499 V2
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`1301 SECOND AVENUE, SUITE 2000, SEATTLE, WA 98101
`206.623.7292 206.623.0594 FAX
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`Case 2:20-cv-00424-RAJ Document 55 Filed 04/11/22 Page 2 of 110
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`TABLE CONTENTS
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`Page
`INTRODUCTION ...............................................................................................................1 
`A. 
`Summary of Allegations ..........................................................................................1 
`Amazon’s MFN agreements improperly restrains
`1. 
`competition. .................................................................................................4 
`Through their MFN agreements, Amazon and its third-
`party sellers combine to confer Amazon Marketplace’s
`monopoly power. .......................................................................................18 
`Identity of Class Products ......................................................................................23 
`B. 
`The Economic Impact of Amazon’s Anticompetitive Conduct .............................24 
`C. 
`JURISDICTION ................................................................................................................27 
`VENUE ..............................................................................................................................27 
`PARTIES ...........................................................................................................................27 
`A. 
`Plaintiffs .................................................................................................................27 
`1. 
`Virginia ......................................................................................................27 
`2. 
`California ...................................................................................................28 
`3. 
`Alabama .....................................................................................................29 
`4. 
`Arizona .......................................................................................................30 
`5. 
`Arkansas .....................................................................................................31 
`6. 
`Florida ........................................................................................................32 
`7. 
`Illinois ........................................................................................................32 
`8. 
`Iowa............................................................................................................33 
`9. 
`Maine .........................................................................................................33 
`10. 
`Nevada .......................................................................................................34 
`11. 
`New Hampshire .........................................................................................35 
`12. 
`Pennsylvania ..............................................................................................35 
`13. 
`Tennessee ...................................................................................................36 
`14. 
`Texas ..........................................................................................................37 
`15. 
`Utah ............................................................................................................38 
`SECOND AMENDED CLASS ACTION COMPLAINT - i
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`2. 
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`I. 
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`II. 
`III. 
`IV. 
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`Case 2:20-cv-00424-RAJ Document 55 Filed 04/11/22 Page 3 of 110
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`V. 
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`Vermont .....................................................................................................38 
`16. 
`17.  Washington ................................................................................................39 
`18.  Wisconsin ...................................................................................................40 
`Defendant ...............................................................................................................41 
`B. 
`STATEMENT OF FACT ..................................................................................................41 
`A. 
`Background ............................................................................................................41 
`Amazon competes with its third-party sellers in the sale of
`1. 
`retail goods. ................................................................................................42 
`The MFN agreements are per se violations because they are
`agreements between horizontal competitors that restrain
`competition and raise prices in the online retail market in
`which Amazon and its third-party sellers compete. ...................................46 
`German competition authorities found that Amazon’s Price
`Parity restricted competition both as a horizontal price
`fixing agreement with its third-party sellers and by erecting
`a barrier to competition with Amazon Marketplace from
`other online retail marketplaces. ................................................................49 
`Amazon charges high seller fees that raise online prices of
`consumer goods on and off Amazon Marketplace. ...................................51 
`Amazon knowingly manipulates online prices through its
`MFN agreements despite warnings from antitrust regulators
`about their anticompetitive effect. .............................................................57 
`Amazon and its third-party sellers also directly cause
`consumers to overpay for goods purchased from non-
`conspirators at prices inflated by Amazon’s MFN
`agreements. ................................................................................................59 
`Amazon’s two million third-party sellers agreed under Amazon’s
`former Price Parity not to offer their products to U.S. customers at
`a lower price through any competing retail e-commerce channels. .......................62 
`Amazon’s two million third-party sellers agree under Amazon’s
`current Fair Pricing provision that selling at a lower price through
`competing retail e-commerce channels will subject them to costly
`penalties. ................................................................................................................63 
`Amazon’s MFN agreements reduce price competition and cause
`consumers to pay more. .........................................................................................63 
`Through combination or conspiracy with its third-party sellers,
`Amazon has a monopoly in the relevant markets. .................................................67 
`Alternatively, Amazon has attempted to monopolize the relevant
`markets through its MFN agreements with its third-party sellers. .........................72 
`SECOND AMENDED CLASS ACTION COMPLAINT - ii
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`2. 
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`3. 
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`4. 
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`5. 
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`6. 
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`B. 
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`C. 
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`D. 
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`E. 
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`F. 
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`Case 2:20-cv-00424-RAJ Document 55 Filed 04/11/22 Page 4 of 110
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`2. 
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`G. 
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`Amazon is the subject of a government investigation for possible
`antitrust violations, including whether it uses its relationship with
`its third-party sellers to harm competition. ............................................................73 
`INTERSTATE TRADE AND COMMERCE ...................................................................76 
`VI. 
`VII.  RELEVANT MARKETS ..................................................................................................76 
`U.S. retail ecommerce market and Identified Submarkets
`1. 
`are relevant markets to assess Amazon’s anticompetitive
`MFNs. ........................................................................................................76 
`The two-sided Online Retail Marketplace Market is another
`relevant market to assess whether Amazon’s MFN
`agreements have had an anticompetitive impact. ......................................84 
`VIII.  CLASS ACTION ALLEGATIONS ..................................................................................90 
`IX. 
`ANTITRUST INJURY ......................................................................................................94 
`X. 
`CAUSES OF ACTION ......................................................................................................95 
`FIRST CAUSE OF ACTION VIOLATION OF THE SHERMAN ACT
`(15 U.S.C. § 1) PER SE .....................................................................................................95 
`SECOND CAUSE OF ACTION VIOLATION OF 15 U.S.C. § 1
`(ALTERNATIVE TO PER SE) .........................................................................................97 
`THIRD CAUSE OF ACTION VIOLATION OF THE SHERMAN ACT –
`MONOPOLIZATION (15 U.S.C. § 2) ..............................................................................99 
`FOURTH CAUSE OF ACTION VIOLATION OF THE SHERMAN ACT –
`ATTEMPTED MONOPOLIZATION (15 U.S.C. § 2) ...................................................100 
`FIFTH CAUSE OF ACTION VIOLATION OF THE SHERMAN ACT –
`CONSPIRACY TO MONOPOLIZE (15 U.S.C. § 2) .....................................................100 
`SIXTH CAUSE OF ACTION VIOLATION OF CALIFORNIA’S
`CARTWRIGHT ACT, CAL. BUS. & PROF. CODE § 16700, ET SEQ.
`(PER SE VIOLATION ON BEHALF OF THE CALIFORNIA CLASS) ......................102 
`JURY TRIAL DEMANDED .......................................................................................................103 
`PRAYER FOR RELIEF ..............................................................................................................103 
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`SECOND AMENDED CLASS ACTION COMPLAINT - iii
`Case No. 20-cv-00424-RAJ
`010888-11/1873499 V2
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`206.623.7292 206.623.0594 FAX
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`Case 2:20-cv-00424-RAJ Document 55 Filed 04/11/22 Page 5 of 110
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`Plaintiffs allege the following upon personal knowledge as to themselves and their own
`acts, and as to all other matters upon information and belief, based upon the investigation made by
`and through their attorneys and experts in the field of antitrust economics.
`I.
`INTRODUCTION
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`A.
`
`Summary of Allegations
`1.
`The Court denied Amazon.com, Inc.’s (“Amazon”) motion to dismiss Plaintiffs’
`monopoly claims asserted under Section 2 of the Sherman Act and Plaintiffs’ rule-of-reason-
`price-fixing claim under Section 1 of the Sherman Act. The Court dismissed all other claims with
`leave to amend. Plaintiffs’ amendments made to address the Court’s concerns consist of the
`following:
`2.
`First, Plaintiffs’ Second Amended Complaint (“SAC”) addresses the deficiencies
`the Court identified in Plaintiffs’ horizontal price-fixing claim. Specifically, the SAC makes
`clear how Amazon’s most favored nations agreements (“MFN agreements” or “MFNs”) with its
`third-party sellers govern the way that Amazon and its third-party sellers “compete with one
`another in online sales” and how by challenging these agreements Plaintiffs are “challenging
`Amazon’s conduct as a competitor to its third-party sellers.” 1 The SAC demonstrates that the
`MFN agreements are agreements between competitors to increase their prices across online retail
`sales. As online retailers, Amazon and its third-party sellers compete not only against each other
`on Amazon’s online retail platform, “Amazon Marketplace”—which includes sales made
`through Amazon’s website, app, and voice-controlled devices—but also more broadly against
`other online offers available to Amazon customers through competing ecommerce channels. By
`agreeing that the third-party sellers will not undercut Amazon Marketplace prices when selling
`on other ecommerce channels, even though it would be profitable for third-party sellers to do so,
`these MFN agreements raise the prices of third-party seller goods off Amazon Marketplace and,
`as a result, also raise Amazon’s own retail prices on Amazon Marketplace; Amazon, as a first-
`party seller is spared from having to compete with retail prices that—absent the MFN
`
`1 Frame-Wilson v. Amazon.com, Inc., No. 2:20-cv-00424-RAJ, 2022 U.S. Dist. LEXIS
`44109, at *18 (W.D. Wash. Mar. 11, 2022).
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`Case 2:20-cv-00424-RAJ Document 55 Filed 04/11/22 Page 6 of 110
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`agreements—would be lower on other online retail channels. See Sec. I.A.1.a and Sec. V.A.1-3.
`The SAC also makes clear why Amazon’s relationship with its third-party sellers is not
`analogous to hybrid dual-distribution models,2 under which a manufacturer imposes a price
`restraint on its third-party distributors, with whom it also competes at the distribution level. Such
`intrabrand price restraints can actually further competition by strengthening competition between
`brands. Here, by contrast, there are no manufacturer-condoned price restraints aimed at
`furthering competition between brands. The SAC alleges that Amazon’s agreements fall under
`the per se rule because they hamper competition between brands3 by indiscriminately setting
`floor prices across multiple brands for millions of products—including brand products that
`manufacturers have not authorized their distributors to sell on Amazon Marketplace (like Nike
`and Birkenstock). See Sec.V.A.2 and Sec. V.D. The SAC also addresses the Court’s concern that
`the MFN agreements are simply “setting requirements as a condition for platform access” and
`that third-party sellers would not be allowed to compete against Amazon absent Amazon’s
`approval.4 The SAC allegations make clear that Amazon Marketplace is not the only online
`forum that permits third-party sellers to compete against Amazon, indeed 80% of them sell
`through other ecommerce channels, and further that the source of Plaintiffs’ antitrust injury is not
`Amazon’s regulation of third-party sellers’ competition on Amazon Marketplace, but rather how
`the MFN agreements fix prices across the internet at artificially high levels that benefit Amazon
`in its retail capacity—i.e., as a horizontal competitor.5 See Sec.I.A.1 and Sec.V.A.2.
`
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`2 Id. at *18.
`3 Ohio v. American Express Co., ___U.S.___ , ___, 138 S. Ct. 2274, 2290 (2018) (holding
`that the “promotion of interbrand competition” is “after all, . . . the primary purpose of the
`antitrust laws”) (quotation omitted).
`4 Frame-Wilson, 2022 U.S. Dist. LEXIS 44109, at *19 (relying on Sambreel Holdings LLC v.
`Facebook, Inc., 906 F. Supp. 2d 1070, 1077 (S.D. Cal. 2012)).
`5 Compare Sambreel, 906 F. Supp. 2d at 1077 n.3 (“While this language is broadly written
`and may imply that Facebook may threaten to prohibit Advertising Partners from advertising on
`Facebook [if] they also advertise with Sambreel on its applications outside of Facebook.com,
`Sambreel does not allege sufficient facts to support a claim that Facebook actually took any steps
`to do so. The Court thus finds that to interpret the language of the agreement itself as having
`the potential to violate the antitrust laws, in the absence of allegations that such conduct actually
`occurred, would be purely advisory and the Court declines to do so here.”) (emphasis in
`original).
`SECOND AMENDED CLASS ACTION COMPLAINT - 2
`Case No. 20-cv-00424-RAJ
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`Case 2:20-cv-00424-RAJ Document 55 Filed 04/11/22 Page 7 of 110
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`3.
`Second, the Court’s order recognized that Plaintiffs who purchased directly from
`Amazon’s alleged co-conspirator sellers had standing, while deferring its ruling on Plaintiffs’
`umbrella liability claims.6 To underscore how Plaintiffs’ monopoly allegations are tied to their
`standing as direct purchasers from Amazon’s co-conspirators, the SAC adds a claim that
`Amazon and its third-party sellers combined or conspired through their MFN agreements to
`monopolize the relevant markets. See Sec. X. And to support all Plaintiffs’ standing as direct
`purchasers from co-conspirators, Plaintiffs allege additional purchases and opportunities to
`purchase from third-party sellers. See Sec. IV.A.
`4.
`Third, the Court ruled that Plaintiffs alleged a plausible market based on their
`online product category submarkets, while deferring ruling on whether the U.S. retail ecommerce
`as a whole provides a plausible single market in which to evaluate the impact of Amazon’s
`conduct on competition.7 Consistent with the Court’s order, the SAC expands Plaintiffs’ market
`allegations by adding additional online product submarkets in which Amazon’s market shares
`exceed 50%. See Sec. V.E and Sec. VII.A. And because the House Judiciary Committee and
`other antitrust regulators found that Amazon dominates the Online Retail Marketplace Market
`(defined below), the SAC asserts this as an alternative market. See Sec. VII.B.
`5.
`Fourth, the Court agreed with Plaintiffs that California antitrust law allows
`Plaintiffs to pursue price-fixing agreements, whether horizontal or vertical, as per se violations,
`but the Court dismissed this claim because Plaintiffs had not adequately plead it.8 The SAC fully
`pleads this claim. See Sec. IV.A and Sec. X.
`6.
`Fifth, throughout the SAC, Plaintiffs streamline their allegations, simplify the
`nomenclature they used in prior versions of the complaint, address relevant developments, like
`findings by the House Judiciary Committee on Amazon’s anticompetitive conduct that issued
`after Plaintiffs’ last amendment, and more fully address relevant regulatory findings, like the
`German competition authority’s determination that Amazon’s Price Parity provision (defined
`
`6 Frame-Wilson, 2022 U.S. Dist. LEXIS 44109, at *13.
`7 Id. at *26.
`8 Id. at *36-38 and n.3.
`SECOND AMENDED CLASS ACTION COMPLAINT - 3
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`Case 2:20-cv-00424-RAJ Document 55 Filed 04/11/22 Page 8 of 110
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`below), one of the two MFN agreements that Plaintiffs challenge, is a horizontal price-fixing
`agreement.
`1.
`Amazon’s MFN agreements improperly restrains competition.
`7.
`Under the MFN agreements with Amazon, Amazon’s third-party sellers agree not
`to sell their goods through another online channel at a lower price, thereby ensuring that the price
`fixed by the MFN serves as the floor price for the third-party sellers’ retail business. For
`example, if a third-party sells a shirt for $30 on Amazon Marketplace (where Amazon takes an
`average minimum commission of 15%), the seller, by agreement, does not sell the same shirt at a
`lower price on its own website (where it pays no commission) or eBay (where it pays a lower
`commission), and if the seller fails to comply with its agreement with Amazon, it risks
`suspension or termination of its account on Amazon Marketplace. By thus agreeing to
`manipulate online retail prices, Amazon and its online retail competitors violate Section 1 of the
`Sherman Act, whether under the per se analysis or the rule of reason.
`a.
`Amazon and its third-party sellers’ agreements are per se violations of
`Section 1 because they governs the way that horizontal competitors
`compete in the sale of online goods and set online prices for competing
`goods.
`8.
`Amazon and its third-party sellers are all online retailers and horizontal
`competitors in the online retail market. Amazon operates its own retail business, selling directly
`to its online customers on Amazon Marketplace. Amazon operates Amazon Marketplace both as
`a platform for its own retail sales business and as a “two-sided platform.” 9 Amazon designed its
`platform so that many “sellers, in addition to Amazon, may list the same product for sale from a
`single product page on” Amazon Marketplace.10 This arrangement gives sellers access to
`
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`9 See, e.g., Marc Rysman, “The Economics of Two-Sided Markets”, Journal of Economic
`Perspectives, Vol. 23, No. 3 (Summer 2009), pp. 125-143, p. 125 (“Broadly speaking, a two-
`sided market is one in which 1) two sets of agents interact through an intermediary or platform,
`and 2) the decisions of each set of agents affects the outcomes of the other set of agents, typically
`through an externality… a successful payment card requires both consumer usage and merchant
`acceptance, where both consumers and merchants value each others’ participation.”).
`10 Declaration of Ella Irwin, Director of Marketplace Abuse at Amazon (Jul. 13, 2018),
`Kangaroo Mfg., Inc. v. Amazon.com, Case No. 17-cv-1806SPL (D. Ariz.), Dkt. No. 75 (Irwin
`Decl.), ¶ 3.
`SECOND AMENDED CLASS ACTION COMPLAINT - 4
`Case No. 20-cv-00424-RAJ
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`millions of buyers and buyers access to millions of sellers.11 Amazon likens its marketplace to
`“an online mall where independent merchants display their products to people perusing the
`website.”12 Consumers may purchase from any seller on Amazon Marketplace, including
`Amazon, but they make payment directly to Amazon. Amazon takes a commission with each
`sale and sellers often pay additional fees for other services.
`9.
`As the largest retail seller on Amazon Marketplace, Amazon sells approximately
`12 million unique products, covering a wide range of consumer goods.13 Amazon’s own retail
`customers overlap with those of its third-party sellers, and often Amazon and its third-party
`sellers offer the very same product.14 As an example, Amazon sells Apple watches on Amazon
`Marketplace, while at the same time an Amazon third-party seller, like Adorama, may also sell
`the exact same models on Amazon Marketplace as Amazon itself. In other instances, Amazon
`and its third-party sellers offer similar products that likewise compete for consumers of the same
`product category.
`10.
`As a retailer, Amazon has many competitive advantages over the third-party
`sellers, with whom it competes in the sale of goods on and off Amazon Marketplace. One critical
`advantage is the absence of seller and advertising fees that it charges them to compete on its
`platform. These fees add significantly to third-party sellers’ cost of doing business on Amazon’s
`platform. Because its third-party sellers must factor in these fees when setting their prices on
`Amazon Marketplace, this substantially reduces the price competition Amazon’s own retail
`business faces from competing sellers on Amazon Marketplace. So, in the previous example,
`Adorama can sell the same watch as Amazon for $300, but whereas that sales price nets Amazon
`
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`11 Declaration of Nicholas Denissen, Amazon’s Vice President of Marketplace Business (Jun.
`30, 2017), Oberdorf v. Amazon.com, Case No. 16-cv-1127MWB (M.D. Pa.), Dkt. No. 31
`(Denissen Decl.), ¶ 5.
`12 Id.
`13 How many products does Amazon carry? 360pi (May 2016),
`https://0ca36445185fb449d582-f6ffa6baf5dd4144ff990b4132ba0c4d.ssl.cf1.rackcdn.com/
`IG_360piAmazon_9.13.16.pdf.; Amazon store directory, https://www.amazon.com/gp/site-
`directory?ref_=nav_em_T1_0_2_2_36__fullstore.
`14 Irwin Decl., ¶ 5.
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`the full $300, Adorama may only receive about $255 after Amazon takes its commission and
`fees.
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`11.
`If Adorama lowered the price of the same model Apple watch on its own website
`to $255, a discount reflecting the amount of money that it saves by not paying Amazon’s
`commission and fees, it could make more sales at the same return as its sales on Amazon
`Marketplace. Alternatively, if Adorama did not have its own website or wanted to reach a
`different consumer group, it could sell its Apple watches on another online marketplace. For
`example, eBay typically charges lower seller fees than Amazon. Adorama could potentially
`charge $280 for the same watch it sells on Amazon Marketplace for $300 and still receive $255
`for each sale after paying eBay’s commission and fees.
`12.
`But Amazon and its third-party sellers contractually agree under their MFNs not
`to engage in this competition. And by foregoing the substantial competition that would otherwise
`occur when third-party sellers sell their goods through ecommerce channels that lower their cost
`of doing business, Amazon and its third-party sellers manipulate online prices.
`13.
`The agreements between Amazon and its third-party sellers are formed when the
`seller registers with Amazon Marketplace and “agrees to the terms of the Amazon Services
`Business Solutions Agreement (BSA) and the policies incorporated in that agreement.”15 The
`BSA establishes rules for selling on Amazon Marketplace, and any seller holding an Amazon
`Seller Account must adhere to them.16
`14.
`Before March 2019, the MFN contained in the BSA was an express “Price Parity”
`provision, governing the price of products the seller offered for sale through its or any of its
`affiliates’ other retail channels other than physical stores.17 The Price Parity required that sellers:
`maintain parity between the products you offer through Your Sales
`Channels and the products you list on any Amazon Site by
`ensuring that … the purchase price and every other term of sale …
`is at least as favorable to Amazon Site users as the most favorable
`
`
`15 Irwin Decl., ¶ 4.
`16 Amazon Pricing Policy, Feedadvisor, https://feedvisor.com/university/amazon-pricing-
`policy/.
`17 Irwin Decl., Ex. A at 14 and 18 (section S-4 Parity with Your Sales Channel).
`SECOND AMENDED CLASS ACTION COMPLAINT - 6
`Case No. 20-cv-00424-RAJ
`010888-11/1873499 V2
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`1301 SECOND AVENUE, SUITE 2000, SEATTLE, WA 98101
`206.623.7292 206.623.0594 FAX
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`terms via Your Sales Channels (excluding consideration of
`Excluded Offers).[18]
`15.
`Despite the recognition by multiple regulators of the anticompetitive nature of
`Amazon’s Price Parity, Amazon continued to enforce that clause in the United States for six
`more years, until March 2019. Then, under threat of an investigation by the Federal Trade
`Commission (FTC), Amazon finally withdrew its Price Parity in the United States.19
`16.
`But that withdrawal was merely nominal because the BSA continued the MFN
`agreement under a different provision. The BSA calls its current MFN agreement a “Fair
`Pricing” Policy. It states that “Amazon regularly monitors the prices of items on our
`marketplaces,” and that if it sees “pricing practices” on Amazon Marketplace “that harm[]
`customer trust, Amazon can remove the Buy Box [i.e., the coveted one-click-to-buy button],
`remove the offer, suspend the ship option, or, in serious or repeated cases, suspend[] or
`terminat[e] selling privileges.”20 One of the pricing practices Amazon identifies as “harmful” to
`customer trust is “[s]etting a price on a product or service that is significantly higher than recent
`prices offered on or off Amazon.”21 Amazon applies this provision to require that “[a]ny single
`product or multiple products packages must have a price that is equal to or lower than the price
`of the same item being sold by the seller on other sites or virtual marketplaces.”22
`17.
`Amazon’s Fair Pricing provision merely reiterates the requirement of its former
`Price Parity that Amazon third-party sellers must maintain equal or higher prices on other
`platforms or lose privileges on Amazon Marketplace. The U.S. House Subcommittee on antitrust
`confirmed that Amazon uses the Fair Pricing provision anticompetitively “to penalize sellers that
`
`
`
`18 Id., Ex. A at 18.
`19 See, e.g., Greg Magana, Amazon is ending its restrictive pricing practice, Business Insider
`(Mar. 13, 2019), https://www.businessinsider.com/amazon-ends-restrictive-pricing-parity-2019-3.
`20 Amazon Marketplace Fair Pricing Policy, Amazon Seller Central,
`https://sellercentral.amazon.com/gp/help/external/G5TUVJKZHUVMN77V?language=
`en_US&ref=efph_G5TUVJKZHUVMN77V_cont_521.
`21 Id. (emphasis added).
`22 Supra Amazon Pricing Policy, Feedadvisor, https://feedvisor.com/university/amazon-
`pricing-policy/.
`SECOND AMENDED CLASS ACTION COMPLAINT - 7
`Case No. 20-cv-00424-RAJ
`010888-11/1873499 V2
`
`1301 SECOND AVENUE, SUITE 2000, SEATTLE, WA 98101
`206.623.7292 206.623.0594 FAX
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`offer products at a lower price on competing sites.”23 Third-party sellers receive “price alerts”
`with a warning from Amazon that show the product, the price on Amazon and the price found
`elsewhere on the web without identifying the competing website.24 The outcome is the same both
`under the Price Parity and under the Fair Pricing provisions (collectively “MFN agreements”):
`sellers either raise their prices on other websites or lose selling privileges on Amazon
`Marketplace.
`18.
`Amazon’s agreements with its third-party sellers are impermissible restraints on
`price between market participants who perform the same marketplace function. Amazon, the
`“Everything Store,” is a current or potential competitor with all its third-party sellers. In his April
`11, 2019 letter to investors, Amazon CEO, Jeff Bezos, emphasized Amazon’s competitive
`relationship with its “independent sellers,” who “compete against our first-party [retail]
`business.”25 He compared the extraordinary growth of Amazon’s “first-party business,” from
`“$1.6 billion in 1999 to $117 billion” in 2018, with the even more remarkable growth of “third-
`party sales,” which grew “from $0.1 billion to $160 billion” in 2018.26 He bluntly concluded:
`“Third-party sellers are kicking our first party butt. Badly.”27
`19.
`By complying with the MFN agreements, third-party sellers are not simply
`consenting to existing rules on Amazon Marketplace as a condition of access. They are agreeing
`to the way that Amazon and its third-party sellers compete with each other in online retail sales
`and third-party sellers set their prices for goods that compete with Amazon in conformity with
`this agreement.
`
`
`23 SUBCOMMITTEE ON ANTITRUST, COMMERCIAL, AND ADMINISTRATIVE LAW OF THE
`COMMITTEE ON THE JUDICIARY, 116TH CONG., INVESTIGATION OF COMPETITION IN DIGITAL
`MARKETS, MAJORITY STAFF REPORT AND RECO