United States Court of Appeals For the First Circuit
No. 24-1843
GABRIEL GARAVANIAN; TIMOTHY NIEBOR,
Plaintiffs, Appellants,
JOSE M. BRITO; JAN-MARIE BROWN; ROSEMARY D'AUGUSTA; BRENDA K. DAVIS; PAMELA FAUST; CAROLYN FJORD; DON FREELAND; DONNA FRY; YVONNE JOCELYN GARDNER; VALARIE ANN JOLLY; MICHAEL C. MALANEY; LEN MARAZZO; LISA MCCARTHY; DEBORAH M. PULFER; BILL RUBINSOHN; SONDRA K. RUSSELL; CLYDE D. STENSRUD; GARY TALEWSKY; PAMELA S. WARD; CHRISTINE WHALEN; HARRY GARAVANIAN; KATHERINE R. ARCELL; JUNE STANSBURY,
Plaintiffs,
v.
JETBLUE AIRWAYS CORPORATION; SPIRIT AIRLINES, INC.,
Defendants, Appellees.
APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS
[Hon. William G. Young, U.S. District Judge]
Before
Montecalvo, Aframe, Circuit Judges, and Vélez-Rivé,* District Judge
Stephen G. Larson, with whom S. Gregory Herrman and Larson, LLP were on brief, for appellants.
* of the District of Puerto Rico, sitting by designation. Elizabeth M. Wright, with whom Kathleen S. O'Neill and Cooley, LLP were on brief, for appellees.
August 21, 2025 VÉLEZ-RIVÉ, District Judge. Appellants Gabriel
Garavanian ("Garavanian") and Timothy Niebor ("Niebor"), together
with twenty-three other plaintiffs ("Consumer-Plaintiffs"),
brought a case under Section 7 of the Clayton Act, 15 U.S.C. § 18,
to enjoin a proposed merger between Appellees JetBlue Airways
Corporation ("JetBlue") and Spirit Airlines, Inc. ("Spirit").1
Several months later, the United States Department of Justice
("DOJ"), joined by six states and the District of Columbia
("plaintiff-states"), filed their own lawsuit challenging the
merger (the "DOJ case"). Both cases were overseen by the same
district judge, but the DOJ case went to trial first. The district
court found that the proposed merger violated the Clayton Act and
permanently enjoined the action. Then, the case was dismissed as
moot. Based on the outcome of the DOJ case, Appellants claim they
are prevailing parties and hence entitled to attorneys' fees under
Section 16 of the Clayton Act, 15 U.S.C. § 26. The district court
1On December 6, 2024, Spirit requested this appeal be stayed pending the resolution of its bankruptcy proceedings in the Southern District of New York. This court granted a temporary stay of sixty days. In March 2025, Spirit informed this court that the bankruptcy proceedings had concluded, requested that the present appeal move forward, notified it would not file a separate brief and requested instead that it be allowed to join the response brief already filed by JetBlue. This court granted Spirit's request to join in the brief of JetBlue. See Order, Garavanian, et. al. v. JetBlue Airways Co., et. al., No. 24-1534 (1st Cir. Mar. 19, 2025). In the interest of clarity, we refer to JetBlue and Spirit collectively as "Defendant Airlines". found they were not prevailing parties and thus not eligible to an
award for fees and costs. We affirm.
I.
In November 2022, the Consumer-Plaintiffs originally
filed this suit under Section 7 of the Clayton Act in the District
Court for the Northern District of California in opposition to the
proposed merger between JetBlue and Spirit. In March 2023, the
DOJ, together with six states and the District of Columbia, filed
a separate complaint in the District Court for the District of
Massachusetts to enjoin the transaction. The Consumer-Plaintiffs'
case was then transferred to the District Court for the District
of Massachusetts and assigned to the same judge overseeing the DOJ
case. The cases ran a parallel course discovery-wise, but they
were not consolidated.
The Defendant Airlines moved for summary judgment
against the Consumer-Plaintiffs, arguing they lacked standing to
bring the case. The district court found that only Garavanian and
Niebor had standing as they were "the type of persons the law
intends to protect against the harm of which [they] complain."
The district court dismissed the other plaintiffs, who appealed
the dismissal.
The Consumer-Plaintiffs had already moved to consolidate
their case with the DOJ case, arguing that both cases involved
common parties, common issues of law and fact, and that consolidation was in the best interest of both the court and the
parties. The DOJ and plaintiff-states opposed the consolidation.
The merging parties also opposed the consolidation. The district
court denied the request to consolidate and tried the DOJ case
first.
After a bench trial on the merits, the district court
found the proposed merger violated Section 7 of the Clayton Act
and permanently enjoined the Defendant Airlines from carrying out
the proposed transaction. United States v. JetBlue Airways Corp.,
712 F. Supp. 3d 109 (D. Mass. 2024). The district court stated in
its conclusion, "[t]o those dedicated customers of Spirit, this
one's for you." Id. at 164. The Defendant Airlines appealed the
decision only to subsequently abandon the merger and voluntary
dismiss the appeal. See J. United States v. JetBlue Airways Corp.,
No. 24-1092, 2024 WL 3491184 (1st Cir. Mar. 5, 2024).
As a result thereof, the Defendant Airlines moved to
dismiss the appeal brought by the twenty-two plaintiffs who had
been dismissed for lack of standing. This Court dismissed the
appeal as moot in light of the district court's entry of judgment
enjoining the merger. See J. Arcell v. JetBlue Airways Corp., No.
23-1897, 2024 WL 1878171 (1st Cir. Apr. 29, 2024). Pursuant to
this court's mandate, the district court then dismissed Garavanian
and Niebor's case as moot. One month later, Garavanian and Niebor, who following
the injunction in the DOJ case, had sought leave to move for
summary judgment on collateral estoppel grounds, filed a motion
for attorneys' fees and costs pursuant to Section 16 of the Clayton
Act, 15 U.S.C. § 26, and Fed. R. Civ. P. 54(d). In support thereof,
they argued they were "prevailing parties" in the litigation
against the Defendant Airlines. Their position was that their
work substantially contributed to the DOJ's success in enjoining
the merger, including evidencing the harm the public would undergo
if the merger was allowed to succeed. Garavanian and Niebor
proffered they were precisely those "dedicated customers of
Spirit" whom the district court based its decision on. The
district court denied their request in a one-line order entered
directly on the record finding that "[t]he plaintiff's motion is
denied because in no sense were any of the plaintiffs a 'prevailing
party' in this action." Unsatisfied with said result, Garavanian
and Niebor lodged the present appeal.
II.
This Court reviews a determination of a "prevailing
party" status de novo. Hutchinson ex rel. Julien v. Patrick, 636
F.3d 1, 8 (1st Cir. 2011); Smith v. Fitchburg Pub. Schs., 401 F.3d
16, 21 (1st Cir. 2005).
Fee-shifting statutes represent a departure from the
traditional norm that each litigant bears its own counsel's fees and costs. See Hardt v. Reliance Standard Life Ins. Co., 560 U.S.
242, 252–53 (2010). The relevant fee-shifting provision here is
Section 16 of the Clayton Act, 15 U.S.C. § 26. The provision
states in part that "[i]n any action under this section in which
the plaintiff substantially prevails, the court shall award the
cost of suit, including a reasonable attorney's fee, to such
plaintiff." 15 U.S.C. § 26.
Appellants argue they are eligible for fees and costs
pursuant to this provision. The question before us is whether
Appellants, "although perhaps accomplishing what [they] sought to
achieve by the lawsuit," Buckhannon Bd. & Care Home, Inc. v. W.
Va. Dep't of Health & Hum. Res., 532 U.S. 598, 605 (2001), can be
considered a party that "substantially prevailed" when their case
did not go to trial on the merits.
Under Buckhannon's test, to determine whether a party
can be considered a prevailing party, it must show a "material
alteration of the legal relationship of the parties," 532 U.S. at
604 (quoting Tex. State Teachers Ass'n v. Garland Indep. Sch.
Dist., 489 U.S. 782, 792-93 (1989)), and a "judicial imprimatur on
the change." Id. at 605.
Appellants contend that this test is not "appropriate"
to determine whether a party substantially prevailed under Section
16 of the Clayton Act, 15 U.S.C. § 26. Appellants argue that
Buckhannon considered the Fair Housing Amendments Act of 1988 and the Americans with Disabilities Act of 1990 and that "no court has
ever successfully applied Buckhannon to the Clayton Act."
Appellants assert that we should instead look to the plain language
of the Clayton Act, congressional intent, Supreme Court antitrust
precedent, and public policy to determine whether a party is
substantially prevailing.
Our court, however, has routinely held that "[t]he
Supreme Court set the general standards for defining the term
'prevailing party' in federal attorneys' fees-shifting statutes in
Buckhannon" and that the "reasoning in 'Buckhannon is presumed to
apply generally to all fee-shifting statutes that use the
prevailing party terminology.'" Aronov v. Napolitano, 562 F.3d
84, 88–89 (1st Cir. 2009) (quoting Smith 401 F.3d at 22 n.8); see
also J.S. v. Westerly Sch. Dist., 910 F.3d 4, 10 n.1 (1st Cir.
2018) ("We generally interpret the term of art 'prevailing party'
consistently across the federal fee-shifting statutes that use
that phrase."); Me. Sch. Admin. Dist. No. 35 v. Mr. R., 321 F.3d
9, 14 (1st Cir. 2003) ("Because this provision employs the phrase
'prevailing party' -- a term of art -- it must be interpreted and
applied in the same manner as other federal fee-shifting statutes
that use the same phraseology."); Hutchinson ex rel. Julien, 636
F.3d at 8 ("The concepts that shape the term [prevailing party]
apply broadly to the entire universe of federal fee-shifting
statutes."); Doe v. Boston Pub. Sch., 358 F.3d 20, 25 (1st Cir. 2004) ("The Buckhannon court used 'prevailing party' as a legal
term of art (meaning 'a party in whose favor a judgment is
rendered') to be interpreted consistently across fee-shifting
statutes.") (quoting Buckhannon, 532 U.S. at 603).
Consistent with this principle, we have applied
Buckhannon in numerous and varied statutory contexts. See Avdeeva
v. Tucker, 138 F.4th 641, 645–48 (1st Cir. 2025) (applying
Buckhannon to determine whether parties are "prevailing" under the
Equal Access to Justice Act, 28 U.S.C. § 2412); J.S., 910 F.3d at
9-11 (applying Buckhannon to determine whether parties are
"prevailing" under the Individuals with Disabilities Education
Act, 20 U.S.C. § 1415(i)(3)(B)(i)); Torres–Negrón v. J & N Records,
LLC, 504 F.3d 151, 164 & n.9 (1st Cir. 2007) (applying Buckhannon
to determine whether parties are "prevailing" under the Copyright
Act's fee-shifting provision "[d]espite the significant
differences between the Copyright Act's fee-shifting provision, 17
U.S.C. § 505, and similar provisions in a variety of civil rights
statutes"); Diffenderfer v. Gómez-Colón, 587 F.3d 445, 453 (1st
Cir. 2009) (applying Buckhannon to determine whether parties are
"prevailing" in a civil rights action under 42 U.S.C. § 1988(b)).2
2Other courts that have addressed whether a party substantially prevailed under Section 16 of the Clayton Act have similarly applied Buckhannon. See O'Bannon v. Nat'l Collegiate In keeping with this approach, we apply Buckhannon here
to determine whether Appellants are a prevailing party under
Section 16 of the Clayton Act.3 Under the Buckhannon test, "[t]o
be a prevailing party, a party must show both a 'material
alteration of the legal relationship of the parties,' and a
'judicial imprimatur on the change.'" Aronov, 562 F.3d at 89
(emphasis added) (quoting Buckhannon, 532 U.S. at 604-05). A
plaintiff's failure to establish one of these requirements is fatal
to the claim. We can resolve the issue presented here by focusing
on judicial imprimatur.
To establish whether there is a sufficient judicial
imprimatur, we look to "the level of court involvement in the
parties' changed relationship." Suárez-Torres v. Panadería Y
Repostería España, Inc., 988 F.3d 542, 552 (1st Cir. 2021). The
Supreme Court in Buckhannon identified two outcomes that satisfy
Athletic Ass'n, 739 F. App'x 890, 892-95 (9th Cir. 2018); Saint Alphonsus Med. Center-Nampa Inc. v. St. Luke's Health Sys., Ltd., Civil No. 12-00560, 2015 WL 2033088, at *1 (D. Idaho, April 29, 2015). 3 Appellants separately contend that they qualify as prevailing parties under the so-called catalyst theory. The theory "posits that a plaintiff is a 'prevailing party' if it achieves the desired result because the lawsuit brought about a voluntary change in the defendant's conduct." Buckhannon, 532 U.S. at 601. The Supreme Court in Buckhannon rejected the catalyst theory because it "allows an award where there is no judicially sanctioned change in the legal relationship of the parties." Id. at 605. We therefore see no basis for applying the test here. See id. at 610; see also Doe, 358 F.3d at 24 ("Buckhannon's prohibition on catalyst theory-based fee-shifting applies expansively."). the judicial imprimatur requirement: (1) "judgments on the merits"
and (2) "settlement agreements enforced through a consent decree."
Id. at 604; see also Smith, 401 F.3d at 23. As Appellants do not
assert that they are beneficiaries of a court-ordered settlement,
we consider only whether the district court's resolution of
Plaintiff's case constitutes a judgment on the merits. See Smith,
401 F.3d at 24 ("[Plaintiff] [did] not argue that the order
dismissing her case is the functional equivalent of a consent
decree, and thus we deem that argument waived.").
Here, the district court dismissed Appellants' case as
moot. The district court made this determination in light of its
entry of judgment in the DOJ case, which permanently enjoined the
merger. The dismissal of Appellants' claim as moot is, by
definition, not a judgment on the merits of Appellants' claim.
See MOAC Mall Holdings LLC v. Transform Holdco LLC, 598 U.S. 288,
295 (2023) (stating that a case is deemed "moot only when it is
impossible for a court to grant any effectual relief whatever to
the prevailing party.") (quoting Chafin v. Chafin, 568 U.S. 165,
172 (2013)); Diffenderfer, 587 F.3d at 451 (explaining that when
a case is deemed moot, "we lack jurisdiction to decide its
merits."). In dismissing the case as moot, the district court did
not weigh or evaluate the merits of Appellants' claims in any way.
See Farrar v. Hobby, 506 U.S. 103, 111–12 (1992) ("[A] plaintiff
'prevails' when actual relief on the merits of his claim materially alters the legal relationship between the parties by modifying the
defendant's behavior in a way that directly benefits the
plaintiff.") (emphasis added). We therefore conclude that the
district court's dismissal of Appellants' case did not bear a
sufficient judicial imprimatur to qualify Appellants as
"prevailing parties" under Section 16 of the Clayton Act.
This determination is consistent with this circuit's
case law as well as the Supreme Court's holding in Buckhannon. In
Diffenderfer, we noted that "a plaintiff cannot be a 'prevailing
party' when his lawsuit prompted a favorable legislative outcome
but had produced no judicial decision at the time the legislation
mooted the case." 587 F.3d at 453–54. Likewise, in Buckhannon,
the Supreme Court made clear that "[a] defendant's voluntary change
in conduct, although perhaps accomplishing what the plaintiff
sought to achieve by the lawsuit, lacks the necessary judicial
imprimatur on the change." See 532 U.S. at 605; see also Aronov,
562 F.3d at 92-93 ("A plaintiff does not become a prevailing party
if the court merely recognizes what the [defendant] has voluntarily
agreed to [do] ...." (citing Smith, 401 F.3d at 27); see also
Hutchinson, 636 F.3d at 9 (same). Here, while it is debatable
whether the parties' abandonment of the transaction was voluntary,
the injunction and subsequent abandonment all occurred before
Appellants' trial began. The merging parties' change in conduct,
specifically, the decision to call off the transaction, "although perhaps accomplishing what the plaintiff sought to achieve by the
lawsuit," was simply not the result of a judgment on the merits of
Appellants' case. Buckhannon, 532 U.S. at 605. It thus "lacks
the necessary judicial imprimatur" to conclude Appellants are
prevailing parties under Section 16 of the Clayton Act. Id. at
605; see also Aronov, 562 F.3d at 89 ("[M]ere success in
accomplishing a party's objectives is insufficient to be a
prevailing party for a fee award.") (citing Buckhannon, 532 U.S.
at 606).
Appellants nonetheless contend that they satisfy the
judicial imprimatur requirement. They first argue the judgment
entered in the DOJ case was a final judgment on the merits for
which they were intended beneficiaries. They separately argue
that the district court's dismissal of their case as moot evinced
a sufficient judicial imprimatur.
As for the first argument, while we agree that the DOJ
and plaintiff-states received a judgment on the merits, that
judgment did not run to Appellants. To the contrary, the DOJ and
plaintiff-states tried the case and the court entered the
injunction in the DOJ and plaintiff-states' favor. Appellants did
not obtain relief in their own case. Farrar, 506 U.S. at 111–12
(concluding that "a plaintiff 'prevails'" when the plaintiff
achieves "actual relief on the merits of his claim."). To the extent Appellants contend that they were
expressly named as the direct beneficiaries of the injunction,
this claim appears to rest on a stray statement in the district
court's order: "To those dedicated customers of Spirit, this one's
for you." JetBlue Airways Corp., 712 F. Supp. 3d at 164. We do
not interpret this statement as designating Appellants to be
intended beneficiaries of the DOJ and plaintiff-states'
injunction. That conclusion is clear from the very next line where
the court rhetorically states, "Why? Because the Clayton Act, a
109-year-old statute requires this result -- a statute that
continues to deliver for the American people." Id. The comment
by the district court was a general reference regarding consumers
writ large, and not a specific reference to Appellants that was
intended to have legal effect.4
We are similarly unpersuaded by Appellants' argument
that a dismissal on mootness grounds bears sufficient judicial
imprimatur. As we already explained, the district court's decision
4 Appellants appear to argue that the district court in expressly identifying them as beneficiaries of the injunction, "granted them the right and standing as a matter of law to enforce the injunction" pursuant to Rule 71 of the Federal Rules of Civil Procedure, which states "[w]hen an order grants relief for a nonparty . . ., the procedure for enforcing the order is the same as for a party." Fed. R. Civ. P. 71. For the reasons we explain above, we do not understand the district court to have identified Appellants as non-party beneficiaries of the injunction. to dismiss Appellants' case as moot does not constitute the
requisite judgment on the merits required under Buckhannon.
In sum, the Supreme Court "ha[s] not awarded attorney's
fees where the plaintiff . . . acquired a judicial pronouncement
that [a] defendant has violated the [law] unaccompanied by
'judicial relief.'" Buckhannon, 532 U.S. at 606 (quoting Hewitt
v. Helms, 482 U.S. 755, 760 (1987)). That is precisely the
situation in this case. Appellants obtained no judgment on the
merits in their case and are not beneficiaries of the court's
injunction. Instead, the relief was obtained by the DOJ and
plaintiff-states in their own case. With that, we need not address
whether there was a "material alteration of the legal relationship
of the parties." Buckhannon, 532 U.S. at 604. Appellants have
not demonstrated they are prevailing parties and the award they
seek is not warranted. See Suárez-Torres, 988 F.3d at 555
(affirming district court's refusal to award fees where appellants
"failed to demonstrate the requisite judicial imprimatur on that
outcome to make them prevailing parties"); Torres-Negrón, 504 F.3d
at 164 (affirming district court's refusal to award fees to a
plaintiff who "[could not] qualify as a prevailing party because
it ha[d] not received a judgment on the merits").
III.
For the foregoing reasons, we affirm.