Two weight lifters, including Frantz (plaintiff), brought suit against the International Powerlifting Federation (IPF), the United States Powerlifting Federation (USPF), and Conrad Cotter, president of the USPF, alleging that the organizations were engaged in anticompetitive activities. The weightlifters claimed that they had been disqualified from participating in IPF events because they had previously competed in events sponsored by the American Powerlifting Federation (APF). The IPF did not file an appearance, so a default judgment was filed against it, and the complaint was dismissed against the remaining two defendants on a 12(b)(6) motion. Frantz filed an amended complaint against the USPF, dropping Cotter as a defendant, and the case was again dismissed on a 12(b)(6) motion. The court held that, under Rule 11, Cotter was entitled to attorneys’ fees for the cost of defending Frantz’s claims. However, the court held the USPF was not entitled to fees because the plaintiffs had a colorable claim against the USPF. Cotter’s request for fees totaled $44,700, $40,400 of which was incurred preparing the request for fees. The amount in fees so shocked the district judge that he vacated Cotter’s award of attorneys fees, noting that the issues involved in the case must have been more complicated than the court had previously recognized. Cotter appealed this holding, and USPF appealed the trial court’s determination that it was not entitled to any attorneys’ fees.