Judges. Opinion by Judge Bea 3299 -- 1 of 15 -- COUNSEL James A. Kopcke, Golden &… v. City of Seattle, 955 F.2d 1268, 1279 n.7 (9th Cir. 1992), where we reasoned: [A…

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
 REYN’S PASTA BELLA, LLC;
JEFFREY LEDON DEWEESE; BARRY
LEONARD, dba Critter Fritters; HAT-
IN-THE-RING INC., dba Eddie
Rickenbacker’s, No. 04-15581
Plaintiffs-Appellants, D.C. No.
v.  CV-02-03003-JSW
VISA USA, INC.; MASTERCARD OPINION
INTERNATIONAL, INC.; BANK OF
AMERICA N.A. (USA); WELLS
FARGO BANK NA; U.S. BANK, a
subsidiary of U.S. Bancorp,
Defendants-Appellees. 
Appeal from the United States District Court
for the Northern District of California
Jeffrey S. White, District Judge, Presiding
Argued and Submitted
December 7, 2005—San Francisco, California
Filed March 27, 2006
Before: Betty B. Fletcher, David R. Thompson, and
Carlos T. Bea, Circuit Judges.
Opinion by Judge Bea
3299

-- 1 of 15 --

COUNSEL
James A. Kopcke, Golden & Kopcke, San Francisco, Califor-
nia, and Richard J. Archer, Archer & Hanson, Occidental,
California, for the plaintiffs-appellants.
M. Laurence Popofsky, Marie L. Fiala & Jonathan R. Dowell,
Heller, Ehrman, White & McAuliffe LLP, San Francisco, Cal-
ifornia, for defendant-appellee Visa U.S.A. Inc.
Jay N. Fastow, Weil, Gotshal & Manges LLP, New York,
New York, for defendant-appellee MasterCard International
Inc.
Paula Quintiliani & Robert L. Stolebarger, Holme, Roberts &
Owen L.L.P., San Francisco, California, and R. Steward
Baird, Jr., Office of the General Counsel Wells Fargo Law
Department, San Francisco, California, for defendant-appellee
Wells Fargo Bank, N.A.
Sonya D. Winner, Covington & Burling, San Francisco, Cali-
fornia, for defendant-appellee Bank of America, N.A.
Maurice J. McSweeney & Michael Lueder, Foley & Lardner,
Milwaukee, Wisconsin, and Eileen R. Ridley, Foley & Lard-
ner, San Francisco, California, for defendant-appellee U.S.
Bank, N.A.
3302 REYN’S PASTA BELLA v. VISA USA

-- 2 of 15 --

OPINION
BEA, Circuit Judge:
Plaintiffs Reyn’s Pasta Bella, LLC; Jeffrey Ledon
Deweese; Barry Leonard, dba Critter Fritters; and Hat-In-The-
Ring Inc., dba Eddie Rickenbacker’s appeal from the dis-
missal of their complaint seeking damages and injunctive
relief for Defendants’ alleged antitrust violations. They claim
that Defendants Visa USA, Inc. (Visa); MasterCard Interna-
tional, Inc. (MasterCard); Bank of America, N.A. (USA);
Wells Fargo Bank NA; and U.S. Bank, a subsidiary of U.S.
Bancorp fixed prices on credit- and debit-card transactions in
violation of section 1 of the Sherman Act, 15 U.S.C. § 1.1 The
district court found that Plaintiffs’ claims were released by the
class action settlement in In re Visa Check/Mastermoney Anti-
trust Litig., 297 F. Supp. 2d 503 (E.D.N.Y. 2003) (Wal-Mart
I), aff’d sub nom., Wal-Mart Stores, Inc. v. Visa USA, Inc.,
396 F.3d 96 (2d Cir. 2005) (Wal-Mart II). We have jurisdic-
tion under 28 U.S.C. § 1291 and we affirm. We hold that
issue preclusion bars Plaintiffs from re-litigating the Wal-
Mart courts’ determination that Plaintiffs’ price-fixing claims
were properly released. We also hold, in the alternative, that
Plaintiffs’ claims are extinguished by the Wal-Mart settlement
because the two actions share an identical factual predicate.
Since Plaintiffs chose not to file an amended complaint based
on acts occurring after the time period covered by the Wal-
Mart release, the district court correctly dismissed their
action.
Facts and Procedural History
Plaintiffs here purport to represent all merchants nation-
wide who currently have a contract with one or more of Visa
and MasterCard’s member banks for credit and debit transac-
tions. To understand Plaintiffs’ claims, it is necessary to
1Unless otherwise noted, all statutory references are to 15 U.S.C.
3303 REYN’S PASTA BELLA v. VISA USA

-- 3 of 15 --

describe how a consumer pays for goods with a credit card or
debit card.2
Visa and MasterCard do not issue credit cards and debit
cards directly. Rather, they coordinate the issuance of credit
and debit cards by their members, which include many of the
nation’s largest banks, under common card brands and rules.
Their member banks play two roles in a sale of goods to a
Visa or MasterCard user. First, one of their members (the
issuing bank) issues the consumer his or her credit or debit
card. Second, it or another Visa or MasterCard member bank
(the acquiring bank) contracts with the merchant to accept
payment through Visa or MasterCard.3
2The following background on Visa and MasterCard draws on the Wal-
Mart I court’s recitation of similar allegations made against Visa and
MasterCard in its order granting the Wal-Mart plaintiffs’ motion for class
certification. See generally In re Visa Check/Mastermoney Antitrust Litig.,
192 F.R.D. 68, 71-74 (E.D.N.Y. 2000), aff’d, 280 F.3d 124 (2d Cir. 2001).
3For those interested in the workings of commerce, this is how a typical
sales transaction works, as described in the opinion of the district court.
See Reyn’s Pasta Bella, LLC v. Visa USA, Inc. 259 F. Supp. 2d 992, 996
n.1 (N.D. Cal. 2003).
A consumer buys goods for $100 with a Visa or MasterCard provided
by the issuing bank. The selling merchant takes the consumer’s signed
credit authorization and forwards it (usually electronically, to be followed
by a paper trail) to the merchant’s bank (the acquiring bank). The acquir-
ing bank pays the merchant $98.40 in exchange for title to the goods sold;
the 1.6% discount is the “merchant discount.” The acquiring bank sells the
title to the goods to the consumer’s issuing bank for $98.75. The issuing
bank charges the consumer $100 and transfers title to the goods to the con-
sumer. The $1.25 difference is the “interchange rate.”
Thus, the consumer pays $100; the merchant gets $98.40; the consum-
er’s (“issuing”) bank gets $1.25 and the merchant’s (“acquiring”) bank
gets $0.35. The difference between what the two banks keep represents the
difference between the credit risk the issuing bank runs with the consumer
(greater) and the credit risk the acquiring bank runs with the issuing bank
(lesser).
3304 REYN’S PASTA BELLA v. VISA USA

-- 4 of 15 --

As described in the footnoted hypothetical, the typical
credit-card transaction involves more than a consumer buying
goods from a merchant. The transaction is actually a chain of
transactions among the merchant, who sells the goods to the
acquiring bank, who sells the goods to the issuing bank, who
sells the goods to the consumer. At each step, the buyer must
purchase the goods at a price lower than its selling price—or
make no profit.
Plaintiffs-merchants allege that price-fixing by Defendants
and their member banks of the interchange rate at 1.25%
results in the merchant upstream receiving less for its goods
from the acquiring bank. Less, that is, than the merchant
would receive were there to be competition at the
interchange-rate level and the rate were to be driven down to
1.00% or less by such competition. The lower the cost of the
interchange rate, the less would have to be taken
(“discounted”) from the merchant. Plaintiffs thus claim to
have stated a cause of action for price-fixing under section 1
of the Sherman Act, 15 U.S.C. § 1.
Defendants moved to dismiss Plaintiffs’ complaint for fail-
ure to state a claim. The court granted in part, and denied in
part, Defendants’ motions. Pertinent here, the court held that
Plaintiffs had stated a claim for price-fixing on the theory
described above. See Reyn’s Pasta Bella, 259 F. Supp. 2d
992, 1000-01 (N.D. Cal. 2003). The court dismissed or struck
each of Plaintiffs’ other substantive allegations. See id. at
1001-04.
Meanwhile, in the Eastern District of New York, the lead
plaintiffs in the Wal-Mart class action had negotiated a global
settlement of that class’ claims. See Wal-Mart I, 297 F. Supp.
2d at 508. There, the court had certified a nationwide class of
plaintiffs under rule 23(b)(3). See In re Visa Check, 192
F.R.D. at 90. The class consisted of all merchants who were
forced to accept Visa and MasterCard’s debit cards as a con-
dition of accepting their credit cards from October 25, 1992
3305 REYN’S PASTA BELLA v. VISA USA

-- 5 of 15 --

to June 21, 2003. See id.; CV-96-5238, Notice of Settlement
of Class Action (E.D.N.Y. June 13, 2003). The Wal-Mart
class thus included every member of the putative class action
that Plaintiffs bring here.4 In Wal-Mart, the plaintiffs alleged
that Visa and MasterCard obtained excessive discount fees
(1.6% in the hypothetical above) by “tying” their debit cards
to their credit cards and conspiring to monopolize the debit-
card market. See Wal-Mart I, 297 F. Supp. 2d at 507. On the
eve of trial, the Wal-Mart class action settled for more than
three billion dollars and significant injunctive relief. See id. at
508. The Wal-Mart settlement agreements5 include releases
that purport to absolve Visa, MasterCard, and the Banks of all
antitrust liability arising out of conduct, prior to January 1,
2004, that is related to the claims asserted in the Wal-Mart
class action.
Plaintiffs were Wal-Mart class members. Rather than opt
out of the Wal-Mart class, they appeared through counsel at
the settlement fairness hearing and raised several objections.
On December 19, 2003, the Wal-Mart I court approved the
settlement over their objections. See Wal-Mart I, 297 F. Supp.
2d at 526, aff’d, 396 F.3d at 124. In approving the settlement,
the Wal-Mart I court expressly determined that Plaintiffs’
price-fixing claims were released. See id. at 513-15.
In June 2003, Defendants renewed their motions to dismiss
and asserted that the release in the proposed Wal-Mart settle-
ment would bar Plaintiffs’ claims once it was approved. On
October 3, 2003, the district court heard argument on the
effect of the Wal-Mart release. Then, on January 14, 2004, the
4As we explain below, the fact that Plaintiffs’ class includes all mer-
chants who currently have contracts with Visa and MasterCard does not
broaden the temporal scope of Plaintiffs’ claims to include a period after
the period covered by the Wal-Mart class action.
5Visa and MasterCard entered into parallel settlement agreements with
identical terms. For convenience, we refer to the agreements simply as
“the settlement.”
3306 REYN’S PASTA BELLA v. VISA USA

-- 6 of 15 --

court ordered Plaintiffs to show cause why their action should
not be dismissed. After further briefing, the court dismissed
Plaintiffs’ complaint with prejudice on March 4, 2004. Plain-
tiffs filed a timely notice of appeal.
Analysis
The application of issue preclusion and claim preclusion is
reviewed de novo. Frank v. United Airlines, Inc., 216 F.3d
845, 849-50 (9th Cir. 2000). While the court’s two-page order
of dismissal does not explicitly state that it is applying issue
preclusion, we may affirm on any ground that is supported by
the record. See, e.g., McClure v. Life Ins. Co. of No. Am., 84
F.3d 1129, 1133 (9th Cir. 1996).
A.
First, we hold that Plaintiffs may not collaterally attack the
Wal-Mart settlement. “[A] class member who is represented
by counsel during a class action settlement hearing . . . cannot
attack the settlement collaterally . . . .” Dosier v. Miami Valley
Broadcasting Corp., 656 F.2d 1295, 1299 (9th Cir. 1981) (cit-
ing Hansberry v. Lee, 311 U.S. 32, 42-43 (1940)). Here,
Plaintiffs’ appearance through counsel at the Wal-Mart fair-
ness hearing binds them to the Wal-Mart settlement and all of
its preclusive effects.
[1] The district court correctly dismissed Plaintiffs’ action
as barred by the Wal-Mart settlement. Issue preclusion bars
relitigation of issues adjudicated in an earlier proceeding if
three requirements are met:
(1) the issue necessarily decided at the previous pro-
ceeding is identical to the one which is sought to be
relitigated; (2) the first proceeding ended with a final
judgment on the merits; and (3) the party against
whom collateral estoppel is asserted was a party or
in privity with a party at the first proceeding.
3307 REYN’S PASTA BELLA v. VISA USA

-- 7 of 15 --

Kourtis v. Cameron, 419 F.3d 989, 994 (9th Cir. 2005).
[2] First, the Wal-Mart courts’ decision that the settlement
covered, and thereby released, Plaintiffs’ claims in the North-
ern District of California was necessary to their final judg-
ment that approved the Wal-Mart settlement. The issues
Plaintiffs raised all relate to the Wal-Mart settlement, its
scope, and its substantive and procedural fairness.6 In approv-
ing the settlement as “fair, reasonable, and adequate” under
Federal Rule of Civil Procedure 23(e)(2), the Wal-Mart courts
necessarily had to adjudicate the objections Plaintiffs raised,
including whether the Wal-Mart settlement released Plain-
tiffs’ price-fixing claims.
[3] Second, the Wal-Mart courts’ approval of the settlement
6To determine what issues were actually litigated in the Wal-Mart
courts, we take judicial notice of Plaintiffs’ briefs in those courts and the
transcript of the Wal-Mart fairness hearing. See Holder v. Holder, 305
F.3d 854, 866 (9th Cir. 2002). Those briefs reveal that Plaintiffs litigated
at the Wal-Mart fairness hearing virtually all of the issues they raise here.
They litigated whether the Wal-Mart settlement released their price-fixing
claims, whether the Banks could be released when they were not named
as defendants in the Wal-Mart action or listed in the opt-out notice,
whether the Wal-Mart settlement was fair and adequately represented
Plaintiffs’ claims, and whether Defendants should be judicially estopped
from treating Plaintiffs’ claims as factually related to the claims asserted
in Wal-Mart.
Defendants have requested that we take judicial notice of several other
pleadings, memoranda, expert reports, etc., from the Wal-Mart litigation.
We may take judicial notice of court filings and other matters of public
record. See Burbank-Glendale-Pasadena Airport Auth. v. City of Burbank,
136 F.3d 1360, 1364 (9th Cir. 1998). Here, Defendants’ request is limited
to documents filed in the Wal-Mart litigation. While some of these docu-
ments are filed under seal, they nonetheless are readily verifiable and,
therefore, the proper subject of judicial notice. Accordingly, Defendants’
request for judicial notice is granted.
Plaintiffs have also requested that we take judicial notice of documents
filed in the Wal-Mart litigation. For the reasons just stated, Plaintiffs’
request for judicial notice is also granted.
3308 REYN’S PASTA BELLA v. VISA USA

-- 8 of 15 --

constituted a final judgment on the merits. See Green v.
Ancora-Citronelle Corp., 577 F.2d 1380, 1383 (9th Cir.
1978).
[4] Third, Plaintiffs were parties to the Wal-Mart proceed-
ing by virtue of their membership in the class and appearance
through counsel at the fairness hearing. See Dosier, 656 F.2d
at 1299. Thus, we find all three elements of issue preclusion
to be satisfied.
Plaintiffs argue against application of issue preclusion
solely from the maxim that a court rendering a judgment can-
not predetermine its res judicata effects. See Philips Petro-
leum Co. v. Shutts, 472 U.S. 797, 805 (1985) (referring to this
maxim in dicta); In re Domestic Air Transp. Antitrust Litig.,
148 F.R.D. 297, 345 (N.D. Ga. 1993) (reciting this maxim in
opinion on the fairness of a class-action settlement, but none-
theless opining that certain claims were not released). How-
ever, Plaintiffs brought about the Wal-Mart courts’
predetermination of their judgments’ preclusive effects by
raising the issue in the Wal-Mart litigation as opposed to wait-
ing to attack collaterally those judgments in the Northern Dis-
trict of California. We have rejected arguments like that of
Plaintiffs here in Class Plaintiffs v. City of Seattle, 955 F.2d
1268, 1279 n.7 (9th Cir. 1992), where we reasoned:
[A group of class members] contends that if the dis-
trict court [in a prior proceeding] is allowed to
resolve the questions of the [class representative’s]
authorization to compromise its claims and whether
the [class representative] adequately represented its
members’ interests, it will necessarily determine the
preclusive effect of its own judgment, thereby pro-
hibiting the [group of class members] from attacking
the judgment in a subsequent proceeding . . . .
. . .
3309 REYN’S PASTA BELLA v. VISA USA

-- 9 of 15 --

Having chosen to appear before the district court [in
the former proceeding] and contest [the class repre-
sentative’s] authority and the adequacy of its repre-
sentation, the [group of class members] cannot now
be heard to complain that because the district court
ruled against them, the court unlawfully prohibited
its members from attacking the district court’s judg-
ment in a subsequent proceeding.
Here, Plaintiffs chose to challenge directly in the Wal-Mart
litigation whether the settlement released their claims; they do
not get a second bite at the apple to challenge collaterally the
same issue in the Northern District of California.
[5] We believe issue preclusion is fully applicable to the
Wal-Mart courts’ determination that Plaintiffs’ price-fixing
claims fell within the scope of the release. See Nottingham
Partners, 925 F.2d at 33 (“The [certifying court] . . . explicitly
found that the claims here asserted arose out of the same
transaction as the claims in the class action, and this determi-
nation is equally entitled to preclusive effect.” (citation omit-
ted)). Seven years into the Wal-Mart I litigation, the district
court reviewed the claims that are now before us and found
that they shared an identical factual predicate with the claims
asserted in Wal-Mart. See Wal-Mart I, 297 F. Supp. 2d at
513-14. Given the Wal-Mart court’s long familiarity with the
litigation, it is at least as well-equipped as we are to determine
the scope of the release. Moreover, Plaintiffs had a full oppor-
tunity to be heard on this issue by the Wal-Mart courts. They
chose not to press this issue on appeal to the Second Circuit.
See Wal-Mart II, 396 F.3d at 107 n.14 (noting that Plaintiffs
abandoned the issue). Since all of the elements of issue pre-
clusion are met, we hold that Plaintiffs are collaterally estop-
ped from relitigating the scope of the release here.
B.
[6] Even if issue preclusion were not applicable, we would
nonetheless find that Plaintiffs’ claims were released. “The
3310 REYN’S PASTA BELLA v. VISA USA

-- 10 of 15 --

weight of authority holds that a federal court may release not
only those claims alleged in the complaint, but also a claim
‘based on the identical factual predicate as that underlying the
claims in the settled class action . . . .’ ” Class Plaintiffs, 955
F.2d at 1287-89 (quoting TBK Partners, Ltd. v. Western
Union Corp., 676 F.2d 456, 460 (2d Cir. 1982)). A class set-
tlement may also release factually related claims against par-
ties not named as defendants, such as the Banks here. See id.
Thus, the Wal-Mart release encompasses Plaintiffs’ claims if
they arise from an identical factual predicate as the claims
asserted by the Wal-Mart class.
As discussed above, Plaintiffs’ claim is that Defendants’
uniform interchange rates caused the class members to pay
excessive merchant-discount fees for the use of credit and
debit cards. They argue that the uniform interchange rates “set
a floor” under the merchant-discount rates, thereby keeping
them above the price that would obtain in a competitive mar-
ket.
In the operative class complaint in Wal-Mart, the plaintiffs
sued Visa and MasterCard on two theories of antitrust liabil-
ity. First, the Wal-Mart plaintiffs claimed Visa and Master-
Card’s “honor-all-cards” rule, which required merchants to
accept Visa and MasterCard debit cards as a condition of
accepting their credit cards, was an unlawful tying arrange-
ment. Second, they claimed that Visa and MasterCard,
through various practices including the fixing of the inter-
change rate, conspired to monopolize the debit-card market.
In other words, the Wal-Mart plaintiffs complained that
Defendants were extracting monopoly profits through the
tying arrangement and unlawfully attempting to control the
debit-card market.
While the Wal-Mart plaintiffs focused largely on the
Defendant’s actions in the debit-card market, they claimed
that Defendants’ anti-competitive conduct raised the discount
fees in both the debit-card and credit-card markets. First, the
3311 REYN’S PASTA BELLA v. VISA USA

-- 11 of 15 --

Wal-Mart plaintiffs expressly alleged that Visa and Master-
Card’s member banks collectively fixed the interchange rate
and that the fixed interchange rate accounted for the bulk of
the merchant-discount fees. See CV-96-5238, Second
Amended Consolidated Class Action Complaint 45 (E.D.N.Y.
May 26, 1999). Second, the notice of the pending Wal-Mart
class action informed the class members that plaintiffs were
seeking damages that the excessive merchant-discount fees on
credit and debit transactions had caused the class. See CV-96-
5238, Notice of Pendency of a Class Action 3 (E.D.N.Y. June
21, 2002). Third, in litigating their section 1 claim, the Wal-
Mart plaintiffs sought to prove that the tying arrangement ele-
vated interchange rates for credit cards and debit cards. See,
e.g., In re Visa Check, 192 F.R.D. at 74-76 (summarizing the
duel of experts on whether credit card interchange rates would
be higher or lower in the absence of the tying arrangement).
As to their section 2 claim, the Wal-Mart plaintiffs argued
they had standing to challenge Defendants’ attempted monop-
olization because the elevated interchange fees harmed them
directly. See CV-96-5238, Memorandum of Law in Opposi-
tion to Defendants’ Motions for Summary Judgment and
Motion for Partial Summary Judgment at 26 n.62 (E.D.N.Y.
July 5, 2000). Fourth, the Wal-Mart settlement compensated
class members, including Plaintiffs here, in proportion to the
excess fees they paid on credit and debit transactions. See
Plan of Allocation § 3.1, CV-96-5238, (E.D.N.Y. Aug. 18,
2003).
[7] Thus, the Wal-Mart class action was predicated on the
harm merchants suffered from the elevated interchange fees
caused by Defendants’ anti-competitive conduct. While Plain-
tiffs seek to hold Defendants liable by positing a different the-
ory of anti-competitive conduct, the price-fixing predicate
(price-fixing interchange rates) and the underlying injury are
identical. Therefore, Plaintiffs’ claims were extinguished by
the Wal-Mart settlement. See, e.g., Howard v. America
Online, Inc., 208 F.3d 741, 746-47 (9th Cir. 2000) (settlement
3312 REYN’S PASTA BELLA v. VISA USA

-- 12 of 15 --

of class action raising state-law claims for unfair billing prac-
tices released RICO claims based on the same practices).
C.
Next, Plaintiffs argue the Wal-Mart release does not bar
any claims based on Defendants’ alleged fixing of the inter-
change rates after January 1, 2004. We need not address the
question because Plaintiffs have failed to allege any such
claims. “[T]he general rule in private antitrust actions is that
the plaintiff may not recover damages arising from acts com-
mitted after the filing of the complaint, even when those acts
are alleged to be part of a continuing conspiracy or course of
conduct.” William Inglis & Sons Baking Co. v. ITT Cont’l
Baking Co., 668 F.2d 1014, 1056 (9th Cir. 1981). Here, Plain-
tiffs last amended their complaint on May 16, 2003. Thus,
their complaint is limited to seeking damages arising from
acts committed before that time.
Plaintiffs’ prayer for injunctive relief under section 16 of
the Clayton Act, 15 U.S.C. § 26, does not change this analy-
sis. It is true that Plaintiffs’ Second Amended Complaint
refers to “continuing” harm and “continuing” acts by the
Defendants, such as are required for injunctive relief under
the Clayton Act. However, a plaintiff does not have a stand-
alone cause of action under 15 U.S.C. § 26. See, e.g., Catlin
v. Washington Energy Co., 791 F.2d 1343, 1350 (9th Cir.
1986). Therefore, Plaintiffs’ prayer for injunctive relief is
insufficient to state a claim based on acts committed after Jan-
uary 1, 2004; the remedy, if any, lies in the role of supple-
mental pleading under Fed. R Civ. P 15(d). See William Inglis
& Sons Baking Co., 668 F.2d at 1056-58.
Although Plaintiffs’ complaint is susceptible of amend-
ment, we generally will not remand with instructions to grant
leave to amend unless the plaintiff sought leave to amend
below. See Alaska v. United States, 201 F.3d 1154, 1163-64
(9th Cir. 2000). Plaintiffs here did not request leave to amend
3313 REYN’S PASTA BELLA v. VISA USA

-- 13 of 15 --

from the district court, despite having the opportunity after the
district court ordered them to show cause. Therefore, we
decline to remand with instructions to grant leave to amend.
If Plaintiffs wish to state a claim based on Defendants’
alleged price-fixing after January 1, 2004, their proper course
is to file a fresh complaint.7
Plaintiffs also argue that the Wal-Mart settlement is void
for illegality. They offer no authority or explanation for the
sweeping proposition that an antitrust settlement is void if it
fails to enjoin future violations in perpetuity. We therefore
reject Plaintiffs’ void-for-illegality argument.
[8] Finally, Plaintiffs request that we judicially estop
Defendants from relying on the Wal-Mart release. As noted
above, Plaintiffs raised this issue in their brief before the Sec-
ond Circuit in Wal-Mart II. While the Second Circuit did not
explicitly address the issue, it necessarily declined to apply
judicial estoppel in affirming the Wal-Mart I court’s conclu-
sion that Plaintiffs’ claims were released. Therefore, this issue
is also precluded by the final judgment in Wal-Mart. See
United States v. Arnett, 327 F.3d 845, 848 (9th Cir. 2003)
(reasoning that issue preclusion applies when the decision
from a prior proceeding implicitly decided the issue to be col-
laterally estopped).
[9] In conclusion, we affirm the district court’s dismissal
with prejudice. We apply the doctrine of issue preclusion to
bar Plaintiffs from relitigating their objections to the Wal-
Mart settlement. In the alternative, we hold that the Wal-Mart
release extinguishes Plaintiffs’ claims because they arise from
the same factual predicate and span the same time period.
Therefore, the district court correctly found Plaintiffs’ claims
to have been extinguished by the judgment of the Wal-Mart
courts.
7Of course, we express no opinion on the validity or timeliness of any
such complaint, it not being before us.
3314 REYN’S PASTA BELLA v. VISA USA

-- 14 of 15 --

Requests for judicial notice GRANTED; order of dis-
missal AFFIRMED.
3315 REYN’S PASTA BELLA v. VISA USA

-- 15 of 15 --