Plaintiffs (McDonald’s), two subsidiaries of McDonald’s Corporation, appeal from a judgment dismissing their first amended complaint without leave to amend, and the action (Rule 12(b)(6), F.R.Civ.P.), and from an order denying their motion, made after the judgment, for leave to file a second amended complaint (Rules 15(a) and 60(b)(6), F.R.Civ.P.). We affirm.

In the first amended complaint, McDonald’s alleged that the defendants, two associations of restaurant and hotel employers and a labor union, had combined and conspired, in violation of § 1 of the Sherman Act, 15 U.S.C. § 1 , to oppose, repeatedly, baselessly and in bad faith, the granting of building permits by the San Francisco Board of Permit Appeals (Board) for the construction of McDonald’s restaurants.

McDonald’s first amended complaint alleges that in 1971 McDonald’s, which operates two restaurants in San Francisco, applied for licenses for the operation of three more restaurants, that permits were granted by the San Francisco Department of Public Works, and that the defendants “persuaded” the San Francisco Board of Permit Appeals to overrule the issuance of the permits and to deny them.

*1079 Nowhere in the complaint does McDonald’s tell us, specifically, how or why or even whether the defendants’ alleged efforts to influence the Board have in any way impaired McDonald’s ability fully to present its views to the Board. Nowhere is it alleged that McDonald’s was prevented from applying for permits, or from having a hearing before the Board.

The mere reversal of the grant of the three applications, at the urging of the defendants, suggests no more than “that the plaintiffs and defendants met head-on before the Board and that plaintiffs lost,” as the district court noted in its opinion. The complaint fails to adduce any specific facts to support the conclusory allegation that defendants’ opposition before the Board was “sham” or “frivolous.” This deficiency is hardly surprising, for we seriously doubt that any argument raised before the Board could be so characterized in view of the extremely broad standards governing the exercise of that body’s discretion. Under section 3.651 of the Charter of the City and County of San Francisco, the Board would appear to have the authority to deny a permit whenever in its judgment issuance would adversely affect the “interests or property” of any person, or merely “the general public interest.” 1 The absence of more definite standards suggests that the Board is as much a political as an adjudicatory body. The relatively precise legal standards in light of which certain arguments may be characterized as “frivolous” are simply absent from the rough and tumble of the political arena; almost any position, including the self-interested plea of one competitor that another should be denied a permit, may be urged before such a political body. We find it particularly hard to accept the characterization as “baseless” or “frivolous” of opposition which is entirely successful in obtaining the governmental action sought, as apparently was the case here. 2

Be that as it may, the question before us is not whether defendants’ arguments were frivolous, but, assuming that they were, whether the defendants’ opposition, as alleged in the complaint, is a violation of the Sherman Act. We think not.

In Eastern Railroad Presidents Conference v. Noerr Motor Freight, 1961, 365 U.S. 127 , 81 S.Ct. 523 , 5 L.Ed.2d 464 , a group of railroads had hired a public relations firm to conduct a two-pronged campaign against competing truckers. One component was a lobbying effort to influence state legislators and executive officers to enact and zealously enforce legislation restricting the trucking industry. The other was a publicity campaign which, according to the truckers, was intended to destroy their general public reputation and the goodwill they had built up with their customers in order to enhance the railroads’ share of the long distance freight market.

With respect to the direct lobbying effort, the Supreme Court declared categorically that

The Court felt that a contrary construction of the Sherman Act would threaten the First Amendment right of petition, and curtail the flow of valuable information to the government from citizens and groups seeking to influence governmental action. See 365 U.S. at 137-38 , 81 S.Ct. 523 .

For similar reasons, the Court found that the Tobbying immunity also encompassed the railroads’ publicity campaign, even though the trial court had found that its sole purpose had been to inflict competitive injury and that the tactics employed had been deceptive and unethical:

In United Mine Workers v. Pennington, 1965, 381 U.S. 657 , 85 S.Ct. 1585 , 14 L.Ed.2d 626 , the Court reaffirmed the Noerr lobbying immunity and particularly emphasized the irrelevance of the petitioners’ underlying motivation:

The activities of defendants specifically alleged in the complaint before us consist entirely of attempts to lobby and petition a governmental body. Under Noerr and Pennington, supra, these activities are absolutely immune from antitrust liability. 3

McDonald’s reliance on the Noerr “sham exception” is misplaced. That exception does not extend to direct lobbying efforts such as those alleged here, but only to publicity campaigns, which this complaint does not allege. The following is the whole of the Noerr opinion’s comment on the sham exception:

Even if the sham exception did apply to direct lobbying efforts, its scope is limited to situations where the defendant is not seeking official action by a governmental body, so that the activities complained of are “nothing more” than an attempt to interfere with the business relationships of a competitor. See Handler, Twenty-Five Years of Antitrust, 73 Colum.L.Rev. 415, 436. Here it is clear that defendants were seeking and obtained official action from a governmental body, denial of McDonald’s permit applications by- the Board.

Equally erroneous is the contention that the specific conduct alleged falls within a further exception to Noerr created by California Motor Transport Co. v. Trucking Unlimited, 1972, 404 U.S. 508 , 92 S.Ct. 609 , 30 L.Ed.2d 642 . In that case the Court held that a claim for relief was stated by a complaint which alleged that a group of large trucking companies had established a joint trust fund to finance indiscriminate opposition to every application for certificates of public convenience and necessity that smaller competitors filed with state and federal regulatory agencies. But the allegations which both this court and Justice Douglas’ majority opinion found “more critical” ( 404 U.S. at 508 , 92 S.Ct. 609 ) in that complaint — that a well financed campaign to oppose competitors’ applications was widely publicized and that express threats of expensive and time-consuming opposition were communicated to the competitors — have no identifiable analogue in the complaint before us here. In its opinion, the Court said that these allegations “are too lengthy to quote” (id.). They are summarized in this court’s opinion. See Trucking Unlimited v. California Motor Transport Co., 9 Cir., 1970, 432 F.2d 755, 757, 762 . The contrast between those allegations and the allegations in this ease is marked. While McDonald’s alleges, as did the plaintiffs in Trucking Unlimited, that the purpose and effect of the defendants’ opposition is “to foreclose the Company from free and unlimited access” to administrative agencies, its complaint is unlike that in Trucking Unlimited in that it fails to allege any means by which defendants have achieved, or plan to achieve, their alleged goal of barring McDonald’s from access to the Board. There is no allegation that defendants have conducted a publicity campaign, no allegation that their efforts are jointly financed, and, most importantly, no allegation that defendants have by communicating threats sought to deter McDonald’s from filing permit applications. The only facts relied on to support the otherwise wholly conclusory access-barring allegation are the appearances of defendants’ members and others before the Board and the threats to withdraw political support, on three occasions. Both of these activities are clearly within the direct lobbying immunity recognized by Noerr, Pennington and Trucking Unlimited itself. 4

*1082 Ordinarily the conclusory nature of plaintiffs’ allegations might warrant greater indulgence, for dismissal of a complaint is normally proper under Rule 12(b)(6) only if “it appears beyond doubt that the plaintiff(s) can prove no set of facts" in support of (their) claim which would entitle (them) to relief.” Conley v. Gibson, 1957, 355 U.S. 41, 45-46 , 78 S.Ct. 99, 102 , 2 L.Ed.2d 80 ; Corsican Productions v. Pitchess, 9 Cir., 1964, 338 F.2d 441, 442 . But this is not an ordinary case. The Supreme Court has recognized that the right to associate and to petition an administrative agency to take official action in the exercise" of its powers is guaranteed by the First Amendment. Trucking Unlimited, supra, 404 U.S. at 510-11 , 92 S.Ct. 609 . Yet McDonald’s would have us hold, in effect, that a claim for relief under the Sherman Act is stated by a mere conclusory allegation that this right is being exercised for the purpose of barring a competitor from access to the agency. We decline this invitation because to condition the right to associate and petition on the motivations of the petitioners would have a chilling effect on exercise of this fundamental First Amendment right, and such a ruling would in a practical sense render the Trucking Unlimited exception coextensive with the Noerr immunity.

Regardless of what the actual facts might be, what plaintiff interested in deterring his competitors’ opposition before a governmental body would fail to recite in its complaint the conclusory “access-barring” incantation? And what competitor, knowing that its participation in administrative proceedings might result in expensive and burdensome litigation, which would drag on through the discovery stage at least, would not thereby feel pressured to forego presenting its views to the government? Particularly in antitrust litigation, the long drawn out process of discovery can be both harassing and expensive. When this well known fact is combined with the large damages usually claimed (here at $11,100,000.00) and sometimes awarded, an action like this one can be, from the very beginning, a most potent weapon to deter the exercise of First Amendment rights.

The Supreme Court has consistently recognized the sensitivity of First Amendment guarantees to the threat of harassing litigation, and has erected barriers to safeguard those guarantees. See, e. g., Time, Inc. v. Hill, 1967, 385 U.S. 374, 387-91 , 87 S.Ct. 534 , 17 L.Ed.2d 456 ; New York Times Co. v. Sullivan, 1964, 376 U.S. 254, 267-83 , 84 S.Ct. 710 , 11 L.Ed.2d 686 ; N.A.A.C.P. v. Button, 1963, 371 U.S. 415, 431-33 , 83 S.Ct. 328 , 9 L.Ed.2d 405 . Because we think that similar values are endangered in this case, we hold that in order to state a claim for relief under the Trucking Unlimited exception, a complaint must include allegations of the specific activities, not protected by Noerr, which plaintiffs contend have barred their access to a governmental body. The deficiencies of McDonald’s amended complaint in this regard are evident from what we have said above. Dismissal of that complaint was proper.

In holding that plaintiffs’ allegations are insufficient in this case, we are not adopting a rule that so-called “fact” pleading, as distinguished from “notice” pleading, is required in antitrust cases. We repudiated that notion in Walker Distributing Co. v. Lucky Lager Brewing Co., 9 Cir., 1963, 323 F.2d 1, 3-4 . What we do hold is that in any case, whether antitrust or something else, where a plaintiff seeks damages *1083 or injunctive relief, or both, for conduct which is prima facie protected by the First Amendment, the danger that the mere pendency of the action will chill the exercise of First Amendment rights requires more specific allegations than would otherwise be required.

It is no answer to say that there are better ways in which the defendants can show the lack of merit of the action. Reference is usually made to a motion for summary judgment. But this is not an answer in most cases. We are told that the motion is usually inappropriate in complex cases. Poller v. Columbia Broadcasting Co., 1962, 368 U.S. 464, 473 , 82 S.Ct. 486 , 7 L.Ed.2d 458 . Moreover, it takes little to establish a conflict of evidence as to a material fact. And if the defendants, by affidavits fully conforming to the rule, show that the case is without merit, and if fear of perjury (a rather uncommon fear among the makers of affidavits) prevents the filing of directly contradictory affidavits, Rule 56 still gives the plaintiffs an escape hatch. They can claim that they won’t know the facts until they have had discovery and get action on the motion postponed. Moreover, the sanctions of Rule 56(g) are invoked with “extreme infrequency.” See Alart Associates, Inc. v. Aptaker, 2 Cir., 1968, 402 F.2d 779, 780 .

The Supreme Court seems now to be aware of a fact long known to practitioners. The liberal discovery rules of the Federal Rules of Civil Procedure offer opportunities for harassment, abuse, and vexatious imposition of expense that can make the mere pendency of a complex lawsuit so burdensome to defendants as to force them to buy their peace regardless of the merits of the case. The decision in Blue Chip Stamps v. Manor Drug Stores, 1975, 421 U.S. 723 , 95 S.Ct. 1917 , 44 L.Ed.2d 539 , an action based on § 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 of the SEC, recognizes this fact and is to be a considerable extent based upon it:

There are many cases in which, if the right to petition protected under the First Amendment is to have value, it must be exercised without delay. This is such a case. If the defendants did not appear at the Board’s scheduled hearing, their right to petition would be lost. If this action were still pending below, that fact might have caused them not to appear at another hearing. The dangers that the Court saw in Blue Chip are also visible here.

Otter Tail Power Co. v. United States, 1973, 410 U.S. 366 , 93 S.Ct. 1022 , 35 L.Ed.2d 359 , cited by plaintiffs, is not germane to the issue before us. In that case the district court had held that the Noerr immunity was inapplicable to the instigation of judicial proceedings. United States v. Otter Tail Power Co., D.Minn., 1971, 331 F.Supp. 54, 62 . One paragraph of the Supreme Court’s opinion, 410 U.S. 379 -80, 93 S.Ct. 1022 , remanded the immunity issue for reconsideration in light of the intervening Trucking Unlimited decision, which recognized that Noerr did apply to judicial proceedings. See 404 U.S. at 510 , 92 S.Ct. 609 . That paragraph obviously cannot be read, as McDonald’s would have us read it, as a holding that the Otter Tail facts fall within the Trucking Unlimited exception. But even if the Supreme Court had so held, as the district court did on remand (D.Minn., 1973, 360 F.Supp. 451 ), the facts in Otter Tail are no more similar to those in our case than are the facts in Trucking Unlimited. As in Trucking Unlimited, the complaint in Otter Tail alleged that the defendant had threatened potential competitors — municipalities seeking to take over electric power facilities then operated by the defendant — with instigation of baseless proceedings — litigation which had the effect of delaying and increasing the expense of sale of municipal securities necessary to finance the takeover. The defendant allegedly hoped that the added expense and delay would force the municipalities to abandon their takeover plans and renew their power contracts with the defendant. Thus, the gravamen of the government’s case in Otter Tail was not defendant’s instigation of the litigation, a right guaranteed by the First Amendment, see Trucking Unlimited, supra, 404 U.S. at 510 , 92 S.Ct. 609 , but the fact that the defendant had used the threat of litigation as a bludgeon in its attempts to retain its monopoly in the regional electric power market.

In one respect Otter Tail is a “through the looking glass” version of the case at bar. In that case, whenever a community sought to go into the power business, Otter Tail sued. The effect of the mere filing of the action destroyed the community’s ability to proceed. Nobody would buy its bonds while the action was pending. Mere filing was enough to accomplish Otter Tail’s purpose. In our case, that is not so. Mere opposition would not defeat McDonald’s purpose; to do that, defendants had to persuade the Board to rule in their favor — and it is alleged that they succeeded. The only bit of in terrorem litigation here is McDonald’s action, an avowed purpose of which is to eliminate opposition, even the defendants’ successful opposition, to its desires before the Board.

The proposed second amended complaint, submitted to the district court in conjunction with McDonald’s motion to set aside the judgment and for leave to file the *1085 complaint, adds little but adjectives to the first amended complaint. 5 The new complaint alleges that defendants have sponsored two other administrative proceedings against McDonald’s. This activity falls squarely within the protection of the Noerr immunity. The new complaint also alleges that defendants have made false and malicious statements to the news media for the purpose of engendering public wrath against McDonald’s. But the nature of the statements is not disclosed, and nothing specifically alleged indicates that the statements were not genuinely intended to influence governmental action, like the publicity campaign held immune in Noerr. Finally, it is now alleged for the first time that the defendants have picketed existing McDonald’s restaurants, interfering with deliveries and harassing customers. Like McDonald’s other allegations, this one also is wholly conclusory. We are not told the nature or extent of the picketing, and no specific facts are alleged to indicate that, by virtue of its purpose or manner, the picketing falls outside the traditional protection afforded this activity by the First Amendment. See Amalgamated Food Employees Union Local 590 v. Logan Valley Plaza, Inc., 1968, 391 U.S. 308, 313-14 , 88 S.Ct. 1601 , 20 L.Ed.2d 603 .

The denial of either a motion under Rule 60(b)(6) or a motion for leave to amend may not be disturbed on appeal absent an abuse of the district court’s discretion. Zenith Radio Corp. v. Hazeltine Research, Inc., 1971, 401 U.S. 321, 330 , 91 S.Ct. 795 , 28 L.Ed.2d 77 . Komie v. Buehler Corp., 9 Cir., 1971, 449 F.2d 644, 647 ; Vickery v. Fisher Governor Co., 9 Cir., 1969, 417 F.2d 466, 470 ; 3 Moore, Federal Practice 1115.08(4). Because we agree with the district court that the additional material in the proposed second amended complaint adds little to the allegations of the first amended complaint, and because the second amended complaint would thus be subject to a motion to dismiss if filed, we cannot say that withholding leave to amend was an abuse of discretion. See Vickery v. Fisher Governor Co., supra; DeLoach v. Woodley, 5 Cir., 1968, 405 F.2d 496 ; cf. Duggan v. *1086 International Association of Machinists, 9 Cir., 510 F.2d 1086 (1975).

In summary, we hold that the complaint charges nothing more than an agreement by the defendants to do that which, under Noerr-Pennington, they had a right to do. This action is in essence, an improper attempt to chill, indeed to prevent, the exercise of First Amendment rights. It was properly nipped in the bud by the trial judge.

Affirmed.

. Section 3.651 provides, in pertinent part: 3.651 Functions, Powers and Duties

. McDonald’s might have a remedy in the California courts if the Board improperly reversed the granting of its permits. Nothing in the complaint indicates that it has attempted to obtain such a remedy. We know of no case that holds that joint action which succeeds in persuading a public body to make an erroneous decision can give rise to a cause of action under the Sherman Act.

. While Noerr and Pennington involved attempts to influence legislative and executive action, it is now clear that the same principles govern efforts by citizens or groups to influence administrative and judicial proceedings. California Motor Transport Co. v. Trucking Unlimited, 1972, 404 U.S. 508, 510 , 92 S.Ct. 609 , 30 L.Ed.2d 642 .

. “We conclude that it would be destructive of rights of association and of petition to hold that groups with common interests may not, without violating the antitrust laws, use the channels and procedures of state and federal agencies and courts to advocate their causes and points of view respecting resolution of their business and economic interests vis-a-vis their competitors.” Trucking Unlimited, supra, 404 U.S. at 510-11 , 92 S.Ct. at 612 . The qualification of this statement later in Justice Douglas’ opinion, viz., that the right to petition, though protected by the First Amendment, does not necessarily confer antitrust immunity on the petitioner (id. at 513, 92 S.Ct. 609 ), must be read in light of Noerr and Pennington and in light of the facts of Trucking Unlimited itself. So considered, we think it plain that this quali *1082 fication means no more than that defendants who engage in Noerr-protected lobbying activities may nevertheless subject themselves to antitrust liability if they engage in activities external to or abusive of the legislative, administrative or judicial process, which activities, like the threats of opposition in Trucking Unlimited, tend “to harass and deter . . competitors from having ‘free and unlimited access’ to (appropriate) agencies.” See id. at 515, 92 S.Ct. at 614 ; Handler, supra, 73 Colum. L.Rev. at 436-39; Note Limiting the Antitrust Immunity for Concerted Attempts to Infíuence Courts and Administrative Agencies: Analogies to Malicious Prosecution and Abuse of Process, 86 Harv.L.Rev. 715, 732-35. No allegations that defendants have engaged in any external activities of this type appear in McDonald’s complaint.

. Paragraphs 18 and 19 of the second amended complaint are virtually identical to paragraphs 18 and 19 of the first amended complaint. Paragraph 17 of the new complaint is as follows: