FTC v. PepsiCo and the Unsealed Robinson-Patman Complaint:

I. Introduction

The Robinson-Patman Act (RPA), which was passed in 1936, has always been a bit of a problem in U.S. antitrust law. Even though the law is still in effect, federal enforcement has been hit or miss, and courts have often interpreted its provisions in a narrow way. In this context, the FTC's 2025 lawsuit against PepsiCo was a significant effort to bring back secondary-line enforcement.

Even though FTC v. PepsiCo never went to trial, it was important because of what happened next: the FTC's complaint was unsealed after it was thrown out. That disclosure transformed a short-lived enforcement action into a lasting doctrinal and practical reference point.

II. The FTC’s Robinson-Patman Theory

A. Secondary-Line Price Discrimination

The FTC said that PepsiCo engaged in secondary-line price discrimination by giving a dominant retailer better prices and promotional benefits than it did to other retailers on equal terms. The agency said that these actions hurt competition at the retail level and had an effect on prices further down the line.

B. Trade Promotions as “Price”

The FTC's main idea was that "price" meant a lot of different things, including off-invoice discounts, promotional allowances, and marketing support. By aggregating these mechanisms, the FTC sought to modernize Robinson-Patman doctrine to reflect contemporary retail economics.

III. From Redaction to Disclosure: How the Complaint Was Unsealed

When the FTC filed its complaint, the court allowed some important parts, like the name of the supposedly favored retailer, to be kept secret. After the FTC dropped the case in May 2025, media companies and other groups asked for the record to be unsealed, arguing that it was no longer necessary to keep it secret now that the case was over.

The court agreed and ordered the materials to be unsealed. This made Walmart the store that was said to have gotten special treatment.

IV. What the Unsealed Complaint Reveals

A. Reliance on Internal Communications

The FTC’s pleading relied heavily on internal PepsiCo documents to infer discriminatory intent and competitive injury, underscoring the evidentiary risks associated with routine pricing and sales discussions.

B. Relative Price Advantage as Competitive Harm

The FTC didn't just look at absolute price differences; they also looked at how to keep relative price advantages. They claimed that Walmart's shelf-price competitiveness was improved by higher effective wholesale prices at stores other than Walmart.

C. Doctrinal Expansion Without Judicial Testing

These theories were never put to the test because the case was thrown out. Even so, the unsealed complaint now gives private plaintiffs a detailed enforcement template that they can try to copy.

V. Dismissal and Institutional Signaling

The FTC dismissed the action without prejudice, citing concerns regarding the legal and evidentiary foundation of the claims. The episode illustrates how shifts in agency leadership can materially alter enforcement priorities, complicating compliance planning for market participants.

VI. Implications for Antitrust

The legacy of FTC v. PepsiCo lies in its afterlife. The unsealed complaint:

1. Lowers informational barriers for private Robinson-Patman plaintiffs;

2. Elevates the importance of internal communications;

3. Signals a potential revival of expansive RPA theories; and

4. Demonstrates that dismissed government actions can exert lasting doctrinal influence.

VII. Conclusion

Even though FTC v. PepsiCo didn't end with a court decision, the fact that the complaint is now public means that the case will continue to affect Robinson-Patman discussions. The episode shows how changes to procedures, not decisions about the merits of a case, can lead to real changes in antitrust law.