The Alabama Board of Optometry was composed solely of optometrists who were independent practitioners not employed by others. The Broad brought an action against Lee Optical Co. and 13 optometrists employed by Lee charging unlawful practice of optometry. The optometrists brought a federal action to enjoin the Board. The Board had previously brought suit against Ps on virtually identical charges. The District Court determined that because of the prior suit in state court the Board might have preconceived opinions and that because Lee did such a large business in Alabama, that the individual Board members would fall heir to Lee business if Lee was put out of business. The Board appealed.