Ciardi v. F. Hoffmann-La Roche, Ltd.

Sosman, J.

(dissenting, with whom Cowin and Cordy, JL, join). I agree with the court that, read literally and by itself, G. L. c. 93A, § 9 (1), would allow an indirect purchaser consumer to bring an action premised on a defendant’s violation of the antitrust laws. Since its amendment in 1979 (St. 1979, c. 406, § 1), G. L. c. 93A, § 9 (1), allows consumers to bring individual claims for any “method” declared unlawful by G. L. c. 93A, § 2. Where § 2 prohibits “unfair methods of competition,” and where 'antitrust violations have long been recognized as “unfair methods of competition,” the insertion of the word “method” in § 9 (1) made antitrust violations actionable under § 9 (1). Nothing in § 9 itself precludes an indirect purchaser from showing that he or she has been “injured” by such violations. Although such indirect purchaser actions are not allowed under the Massachusetts Antitrust Act, G. L. c. 93, I aliso agree with the court that the express provisions of G. L. c. 93, § 14A, preclude resort to the principles of Cabot Corp. v. Baddour, 394 Mass. 720, 724-726 (1985), and Reiter Oldsmobile, Inc. v. General Motors Corp., 378 Mass. 707, 711 (1979), to resolve the apparent contradiction *68between G. L. c. 93 and G. L. c. 93A, § 9 (1), on the issue of indirect purchaser antitrust claims.

However, the precise problem before us today — namely, the applicability of Illinois Brick Co. v. Illinois, 431 U.S. 720 (1977) (Illinois Brick), to claims under § 9 (1) — was neither addressed nor contemplated by the Legislature in the 1979 amendments inserting the word “method” into § 9 (1), an insertion that was plainly motivated by concerns utterly unrelated to Illinois Brick. Meanwhile, in both G. L. c. 93A, § 11, and in G. L. c. 93, § 1, the Legislature has made clear that it does intend to adhere to the principles of Illinois Brick. Interpreting § 9 (1) as a repudiation of Illinois Brick appears contrary to the Legislature’s intent, notwithstanding the technical accuracy of the court’s literal reading of § 9 (1). There are occasions when a literal construction of a statute yields “absurd or unreasonable” results, such that that literal construction should not be adopted. Attorney Gen. v. School Comm. of Essex, 387 Mass. 326, 336 (1982). This is one of those rare occasions. Where the Legislature has made express its decision to follow Illinois Brick in all other contexts, it is both “absurd” and “unreasonable” to interpret § 9 (1) in a manner that will undermine Illinois Brick for one type of claimant. In light of the history of G. L. c. 93A and G. L. c. 93, and in light of the drastic but-unintended consequences of departing from Illinois Brick for only a single category of claimants, I am convinced that we should interpret G. L. c. 93A, § 9 (1), in a manner that comports with Illinois Brick.

From its inception, G. L. c. 93A, § 2 (a), has declared unlawful “[ujnfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce .... ” Those terms are to be interpreted consistently with the Federal Trade Commission Act, 15 U.S.C. § 45(a)(1) (2000), as interpreted by the Federal Trade Commission. G. L. c. 93A, § 2 (b). The term “unfair method of competition” has, from the earliest days of the Federal Trade Commission Act, included all forms of antitrust violations.

When originally enacted in 1914, the Federal Trade Commis*69sion Act declared unlawful only “unfair methods of competition in commerce.” Federal Trade Commission Act, c. 311, § 5, 38 Stat. 717 (1917). Antitrust violations, including price-fixing, came within that original prohibition. See, e.g., Federal Trade Comm’n v. Beech-Nut Packing Co., 257 U.S. 441, 455 (1922) (vertical price-fixing); Cream of Wheat Co. v. Federal Trade Comm’n, 14 F.2d 40, 48 (8th Cir. 1926) (same). Following the 1938 amendment to the Act (Wheeler-Lea Act, c. 49, § 3, 52 Stat. 111 [1938]), which added the prohibition against “unfair or deceptive acts or practices in commerce,” antitrust violations still continued to be labeled as “unfair methods of competition,” not as “unfair or deceptive acts or practices.” See, e.g., Federal Trade Comm’n v. Ticor Title Ins. Co., 504 U.S. 621, 625 (1992) (horizontal price-fixing arrangement charged as “unfair method of competition”); Federal Trade Comm’n v. Superior Court Trial Lawyers Ass’n, 493 U.S. 411, 418-419, 422 (1990) (boycott to force higher fees charged as “[u]nfair method of competition”); Federal Trade Comm’n v. National Lead Co., 352 U.S. 419, 428 (1957) (in case challenging uniform pricing system, “[t]he relevant sections [of the FTC Act] empower the Commission to prevent the use of unfair methods of competition”); Federal Trade Comm’n v. Cement Inst., 333 U.S. 683, 720 (1948) (point-based price system was “an unfair method of competition prohibited by the Federal Trade Commission Act”); Lenox, Inc. v. Federal Trade Comm’n, 417 F.2d 126 (2d Cir. 1969) (price maintenance agreement charged as “unfair method of competition”); Advertising Specialty Nat’l Ass’n v. Federal Trade Comm’n, 238 F.2d 108, 111 (1st Cir. 1956) (illegal use of list price charged as “adoption and use of unfair methods of competition”); Chain Inst., Inc. v. Federal Trade Comm’n, 246 F.2d 231, 235 (8th Cir.), cert. denied, 355 U.S. 895 (1957) (“conduct which tends to restrain trade by fixing prices is an unfair method of competition”); Allied Paper Mills v. Federal Trade Comm’n, 168 F.2d 600, 605 (7th Cir. 1948), cert. denied, 336 U.S. 918 (1949) (“price fixing combination or agreement is clearly an unfair method of competition within the [FTC] Act”); Keasbey & Mattison Co. v. Federal Trade Comm’n, 159 F.2d 940, 942, 946 (6th Cir. 1947) (price-fixing arrangements, “if proven, constitute *70an ‘unfair method of competition’ ” within meaning of FTC Act); Fort Howard Paper Co. v. Federal Trade Comm’n, 156 F.2d 899, 900, 906 (7th Cir.), cert. denied, 329 U.S. 795 (1946) (uniform pricing system led to FTC complaint that companies “engaged in unfair methods of competition”); Eugene Dietzgen Co. v. Federal Trade Comm’n, 142 F.2d 321, 326 (7th Cir.), cert. denied, 323 U.S. 730 (1944) (“price fixing agreement is an ‘unfair method of competition’ ”); Phelps Dodge Ref. Corp. v. Federal Trade Comm’n, 139 F.2d 393, 395-396 (2d Cir. 1943) (exchange of price information resulted in FTC complaint charging “unfair methods of competition”); California Lumbermen’s Council v. Federal Trade Comm’n, 115 F.2d 178, 180, 184 n.2 (9th Cir. 1940), cert. denied, 312 U.S. 709 (1941) (horizontal price-fixing and boycotting charged by FTC as “violation of fair methods of competition”).

In its evolution, G. L. c. 93A has used similar terminology — i.e., “[ujnfair methods of competition” or a “method” declared unlawful by § 2 — to refer to antitrust violations. As originally enacted (St. 1967, c. 813, § 1), the statute allowed the Attorney General to bring an enforcement action against any person who “is using or about to use any method, act or practice” declared unlawful by § 2. G. L. c. 93A, § 4.1 In light of the longstanding precedent that made antitrust violations an “unfair method of competition,” the Attorney General’s power to remedy any “method” declared unlawful by § 2 clearly included the power to remedy antitrust violations.

In 1969, the Legislature added a private right of action provision to the statute. St. 1969, c. 690. In that first version of G. L. c. 93A, § 9, the Legislature allowed consumers to bring an action if they had suffered a loss of money or property from a defendant’s “unfair or deceptive act or practice.” Id. Conspicuously absent was any consumer private right of action stemming from the use of an “unfair method of competition.” The omission was deliberate. See Rice, New Private Remedies for *71Consumers: The Amendment of Chapter 93A, 54 Mass. L.Q. 307, 312 (1969) (amendment’s orientation to consumers demonstrated “by the fact that section 9 creates a cause of action for injuries resulting from the use of ‘unfair or deceptive acts or practices’ and not additionally for injury caused by the use of ‘unfair methods of competition’ which are also declared to be unlawful by section 2 of the act”).2

Three years later, the Legislature added a private right of action for plaintiffs who were themselves in trade or commerce. St. 1972, c. 614, § 2. Unlike consumer plaintiffs under § 9, plaintiffs engaged in business were accorded a cause of action for the use of “an unfair method of competition or an unfair or deceptive act or practice” (emphasis added). G. L. c. 93A, § 11. And, in express recognition that the term “unfair method of competition” encompassed violations of the antitrust laws, the Legislature provided that “the court shall also be guided in its interpretation of unfair methods of competition by those provisions of [G. L. c. 93] known as the Massachusetts Antitrust Act.” G. L. c. 93A, § 11, as amended by St. 1978, c. 459, § 3.

There are two important ramifications of that cross-reference. First, if the Legislature had intended that antitrust violations would also come within the term “unfair or deceptive acts or practices in the conduct of any trade or commerce,” the cross-reference to the Massachusetts Antitrust Act would not have been limited to the interpretation of “unfair methods of competition.”3 Second, by means of that cross-reference, G. L. c. 93A claims brought by business plaintiffs predicated on defendants’ antitrust violations must be consistent with the principles of G. L. c. 93 (including its adoption of Federal antitrust principles, G. L. c. 93, § 1). Thus, under G. L. c. 93A, § 11, as under G. L. c. 93, the principles of Illinois Brick preclude actions by indirect purchasers.

In 1979, the Legislature amended the G. L. c. 93A, § 9, *72consumers’ cause of action in several respects. See St. 1979, c. 406, § 1. The amendment removed the requirement that the consumer plaintiff have “purchase[d] or lease[d] goods, services or property,” St. 1979, c. 72, § 1, as well as the requirement that the consumer plaintiff “thereby [have] suffered] any loss of money or property,” id., replacing these requirements with the broader predicate that the plaintiff merely have “been injured” by the defendant’s violation. The Legislature also specified that plaintiffs “whose rights are affected” by violations of G. L. c. 176D, § 3 (9), could pursue such a claim under G. L. c. 93A, § 9.

These amendments were prompted by this court’s decisions in Dodd v. Commercial Union Ins. Co., 373 Mass. 72, 81-83 (1977), and Baldassari v. Public Fin. Trust, 369 Mass. 33 (1975). In Dodd v. Commercial Union Ins. Co., supra, we held that, while violations of G. L. c. 176D, § 2, were actionable under G. L. c. 93A, § 9, such actions could only be brought by plaintiffs who had themselves purchased the insurance policy in question. Only the actual purchaser of the policy (not additional named insureds or third parties claiming against the insured) could satisfy the provisions of § 9 requiring that the plaintiff have “purchase[d] or lease[d] goods, services or property,” and that the plaintiff “thereby [have] suffer[ed] any loss of money or property.” See id. In Baldassari v. Public Fin. Trust, supra at 44-45 & n.5, we held that claims by plaintiffs complaining of unfair debt collection practices had been properly dismissed for the plaintiffs’ failure to allege that the practices, although extreme and outrageous, had resulted in the “loss of money or property, real or personal.” By eliminating those requirements, and by the express reference to persons whose “rights” were “affected” by violations of G. L. c. 176D, § 9 (3), the Legislature overruled the limitations that we had identified in Dodd v. Commercial Union Ins. Co., supra, and Baldassari v. Public Fin. Trust, supra. See Leardi v. Brown, 394 Mass. 151, 158 (1985); Van Dyke v. St. Paul Fire & Marine Ins. Co., 388 Mass. 671, 674-675 (1983).

As part of those' 1979 amendments to § 9, the Legislature for the first time inserted the word “method” in the list of violations that would give rise to an action under § 9 (1). Under the *73current version, any plaintiff who has been “injured” by a defendant’s “use or employment of any method, act or practice declared to be unlawful” under § 2 may bring an action under § 9. G. L. c. 93A, § 9 (1) (emphasis added). It is that insertion of the term “method” in § 9 (1), which refers to “[ujnfair methods of competition” proscribed by § 2, that now makes antitrust violations actionable by a consumer who has been “injured” by such violations.

Bearing in mind, however, that these amendments were prompted by a desire to overrule Dodd v. Commercial Union Ins. Co., supra, the insertion of the word “method” appears to have been prompted by the Legislature’s intent to make all violations of G. L. c. I76D actionable under G. L. c. 93A, § 9. General Laws c. 176D, § 2, proscribes any trade practice determined to be “an unfair method of competition or an unfair or deceptive act or practice in the business of insurance,” and the list of prohibited practices set forth in G. L. c. 176D, § 3, constitutes the definition of “unfair methods of competition and unfair or deceptive acts or practices in the business of insurance.” It is not surprising that, in an attempt to clarify that all violations of G. L. c. 176D were within the ambit of G. L. c. 93A, § 9, terminology consistent with G. L. c. 176D was employed.

While inserting the word “method” in § 9 (1), the Legislature conspicuously failed to add it to the class action provisions of § 9 (2). Section 9 (2) allows the plaintiff to pursue a class action “if the use or employment of the unfair or deceptive act or practice has caused similar injury to numerous other persons.” Consumer class actions under § 9 (2) are thus still limited to persons who have been injured by an “unfair or deceptive act or practice” and do not extend to persons injured by “[ujnfair methods of competition.”4 If the Legislature intended to allow indirect purchaser consumers to bring claims for antitrust violations, it is anomalous in the extreme that the Legislature would exclude such claims from the class action mechanism of § 9 (2). *74By their nature, such claims will be held by vast numbers of consumer victims, with each victim ordinarily suffering only a very small monetary injury. Such claims, if the Legislature actually intended to allow them, would be a paradigm class action. That the Legislature did not include the word “method” in § 9 (2) strongly suggests that the insertion of the word “method” in § 9 (1) had nothing to do with indirect purchaser antitrust claims.

It appears that, in inserting the word “method” in § 9 (1), the Legislature was not even contemplating antitrust actions at all. Nothing in Dodd v. Commercial Union Ins. Co., supra, had anything to do with antitrust violations, and there is nothing to suggest that concerns about consumer plaintiffs’ inability to pursue antitrust violations under G. L. c. 93A prompted the 1979 amendments. In no event should the mere insertion of the word “method” in § 9 (1), an insertion made as part of a legislative overruling of Dodd v. Commercial Union Ins. Co., supra, be interpreted as a legislative decision to depart from the long-standing principle of both Federal and Massachusetts antitrust law that expressly precluded indirect purchaser claims in accordance with Illinois Brick.5 There is no reason to believe that amendments aimed at overruling Dodd v. Commercial Union Ins. Co., supra, simultaneously intended a dramatic change in the Legislature’s approach to antitrust remedies. Drastic consequences of this magnitude should not flow from ambiguity and oversight in draftsmanship. “It is not to be lightly supposed that radical changes in the law were intended where not plainly expressed.” Commonwealth v. Burke, 390 Mass. 480, 486 (1983), quoting Ferullo’s Case, 331 Mass. 635, 637 (1954).

Here, under the court’s interpretation, we have not only a “radical change” in the law but an irreconcilable conflict with another policy that the Legislature has announced in unambiguous terms. The Massachusetts Antitrust Act was enacted in 1978, one year after the Supreme Court’s decision in Illinois *75Brick. When the Legislature provided that the Massachusetts Antitrust Act “shall be construed in harmony with judicial interpretations of comparable federal antitrust statutes,” G. L. c. 93, § 1, it unambiguously announced that our State antitrust law would follow the principles articulated in Illinois Brick. See Commonwealth v. Mass. CRINC, 392 Mass. 79, 95 n.14 (1984) (upholding preliminary injunction in antitrust action brought by Attorney General, noting that Illinois Brick would prevent indirect purchaser consumers from recovering damages for increased prices). And, when it expressly made antitrust claims actionable under G. L. c. 93A, § 11, it provided that the interpretation of those provisions was “to be guided” by the provisions of G. L. c. 93, and thus by the Federal precedent (including Illinois Brick) applicable to antitrust actions. While each statute has some distinct provisions,6 the underlying principles of Federal antitrust law were to be applied consistently across both statutes.

There is no question that the Legislature could, if it chose, adopt a contrary policy and reject Illinois Brick. See California v. ARC Am. Corp., 490 U.S. 93, 103-105 (1989). To date, however, the Legislature has adhered to its original pronouncement, notwithstanding numerous attempts to eliminate the requirements of Illinois Brick from the State antitrust statute.7 While it is the Legislature’s choice whether to adopt or reject *76Illinois Brick as a matter of State law, it would be utterly self-defeating to adhere to Illinois Brick under one State statute governing antitrust violations (G. L. c. 93), deviate from it in one section of another State statute dealing with antitrust violations (G. L. c. 93A, § 9 [1]), and then adhere to it again in another section of the same statute (G. L. c. 93A, § 11). The policy choice at issue pits two diametrically opposed views. The adoption of both views simultaneously would leave us with the worst of both approaches and the benefits of neither.

Under the Illinois Brick approach, the policy choice is to streamline antitrust litigation, avoiding the cost, delay, and uncertainty involved in uncovering and quantifying the extent to which increased prices have or have not been passed along to manufacturers, wholesalers, distributors, retailers, and consumers beyond those who have purchased directly from the violator. As the court recognizes (ante at note 10), Illinois Brick is a necessary corollary of Hanover Shoe, Inc. v. United Shoe Mach. Corp., 392 U.S. 481 (1968) (Hanover Shoe), which prevents antitrust defendants from defending on the ground that the plaintiff’s claimed injury must be reduced by the extent to which the plaintiff passed on the price increase to others. Investigation of and litigation over all of the ripple effects of any single antitrust violation would be massive, and violators should not benefit from the fact that not all of the distant but theoretically affected purchasers will pursue their claims. Rather, in the interest of swift, efficient enforcement, and in the interest of requiring the violator to disgorge the full amount of whatever benefit it received from charging inflated prices, Hanover Shoe and Illinois Brick limit antitrust actions to the claims of direct purchasers and require that violators pay the entire amount of the overcharge to those direct purchasers.

The critics of Illinois Brick contend, with equal force, that antitrust violations injure persons far beyond the direct purchaser, and that the costs incurred (by both the parties and the courts) in identifying those victims and quantifying the amount of their injury are worthwhile in order to provide a remedy to all who have been injured. Allowing the direct purchaser to recover the entire amount by which it was overcharged, even if it passed on all or most of that overcharge *77to others, results in a windfall to the direct purchaser at the expense of the true victims farther down the chain, who are precluded from any recovery against anyone. We have the investigative and analytical tools with which to perform a more accurate and comprehensive analysis of the impácts of antitrust violations, and we should not settle for the rough and incomplete justice provided by Illinois Brick and Hanover Shoe.

Both views have merit, and it is up to the Legislature to decide which approach Massachusetts should take. What makes no sense, however, is to take both approaches at once in the same State court system. If, as the court has now decided, the Illinois Brick approach is taken under the Massachusetts Antitrust Act and G. L. c. 93A, § 11, while the opposite approach is taken under G. L. c. 93A, § 9, the two conflicting approaches eviscerate each other. We will not enjoy the pragmatic efficiency of Hanover Shoe and Illinois Brick, because the parties and our courts will incur all of the costs of identifying and quantifying the damages to indirect purchasers in actions brought under G. L. c. 93A, § 9. Nor will we enjoy the full compensation for victims that would otherwise justify the cost of that enormous investigatory effort, because the principles of the Massachusetts Antitrust Act (and hence the Federal precedent of Hanover Shoe and Illinois Brick) are still applicable to actions brought under G. L. c. 93A, § 11.

Using the present case as an example, the plaintiff will now undertake the daunting task of tracing how increased.prices for one minute component in a variety of consumer products filtered down through multiple chains of manufacturers, wholesalers, distributors, and retailers. Such an exercise is necessary in order to show that the plaintiff, as the ultimate consumer of those products, paid any increased price at all.8 As a byproduct of that labor-intensive investigation, the plaintiff’s counsel will identify many other victims from the ranks of manufacturers, wholesalers, distributors, and retailers, victims who are in trade or commerce and who will (by both G. L. c. 93, § 1, and G. L. c. 93A, *78§ 11) still be bound by the constraints of Illinois Brick. We will have taken on all of the costs that Hanover Shoe and Illinois Brick seek to avoid, but, where G. L. c. 93A, § 11, and the Massachusetts Antitrust Act still adhere to Hanover Shoe and Illinois Brick, we will not reap the full benefits of incurring all those costs.9

Interpreting G. L. c. 93A, § 9 (1), in a manner that pursues these conflicting policies simultaneously means that the Legislature has made no policy choice at all. It is perfectly rational to follow Hanover Shoe and Illinois Brick, and it is perfectly rational to reject them. It is not rational both to follow and to reject them at the same time in the same court system, and we should not lightly infer such legislative schizophrenia. *79“[R]eason and common sense are not to be abandoned in the interpretive process, as it is to be supposed that the Legislature intended to act in accordance with them.” Wild v. Constantini, 415 Mass. 663, 668 (1993), quoting VanDresser v. Firlings, 305 Mass. 51, 53-54 (1940). “We will not adopt a literal construction of a statute if the consequences of such construction are absurd or unreasonable.” Attorney Gen. v. School Comm. of Essex, 387 Mass. 326, 336 (1982). Here, the court’s literal interpretation of G. L. c. 93A, § 9 (1), an interpretation that ignores the history underlying the 1979 amendments to § 9 (1), results in the adoption of inherently inconsistent policy choices that irrationally defeats the objectives to be served by either of those choices. The decision whether to follow or to reject Illinois Brick is difficult and controversial, with significant consequences to claimants, defendants, and the court system. I believe that the Legislature has in fact made its choice unambiguously in G. L. c. 93, § 1, and G. L. c. 93A, § 11. The Legislature is free to make the opposite choice, but I do not find any articulation of such a contrary choice in the mere insertion of the word “method” in G. L. c. 93A, § 9 (1), particularly not where it would lead to simultaneous pursuit of inherently conflicting choices. I therefore respectfully dissent.

In that original version, G. L. c. 93A conferred no private right of action but instead lodged all enforcement and remedial powers exclusively in the Attorney General. This approach was consistent with the Federal Trade Commission Act, 15 U.S.C. § 45(a)(1) (2000), which still lodges enforcement authority only in the Federal Trade Commission and creates no private right of action. See Holloway v. Bristol-Myers Corp., 485 F.2d 986, 988 (D.C. Cir. 1973).

The author of the article was one of the principal draftsmen of St. 1969, c. 690. Rice, New Private Remedies for Consumers: The Amendment of Chapter 93A, 54Mass. L.Q. 307, 307n* (1969).

By comparison, the consumer private action in G. L. c. 93A, § 9, which did not then include a remedy for “unfair methods of competition,” contained no cross-reference to the Massachusetts Antitrust Act.

By comparison, the class action provisions of G. L. c. 93A, § 11, expressly allow such actions “if the use or employment of the unfair method of competition or the unfair or deceptive act or practice has caused similar injury to numerous other persons similarly situated” (emphasis added).

Until the Supreme Court’s decision ten years later in California v. ARC Am. Corp., 490 U.S. 93, 103-105 (1989), it was not even clear that the States would be permitted to deviate from Illinois Brick Co. v. Illinois, 431 U.S. 720 (1977) (Illinois Brick).

For example, the multiple damages provisions are quite different. Compare G. L. c. 93, § 12 (court may, but is not required to, award up to treble actual damages if antitrust violation was perpetrated “with malicious intent to injure” plaintiff), with G. L. c. 93A, § 11 (court must award at least double damages if defendant’s violation of § 2 was “willful or knowing”). Similarly, while G. L. c. 93A, § 11, provides a procedural mechanism whereby a defendant may tender a reasonable settlement offer in its answer and thereby avoid liability for multiple damages, no such mechanism exists for actions brought under G. L. c. 93. Antitrust claims under G. L. c. 93, § 12, must be brought in the Superior Court, while claims under G. L. c. 93A, § 11, can be brought in either the Superior Court or the District Court. Thus, G. L. c. 93, § 14A, operates to prevent any blurring of an assortment of technical, procedural, and remedial distinctions between the two statutes, while G. L. c. 93A, § 11, announces that both statutes will follow the same basic principles of antitrust law.

See 1981 House Doc. No. 5416; 1985 Senate Doc. No. 1071; 1986 Senate Doc. No. 1033; 1987 House Doc. No. 4104; 1990 Senate Doc. No. 101; 1991 Senate Doc. No. 1579; 1992 Senate Doc. No. 1563; 1993 Senate Doc. No. 120; 1994 Senate Doc. No. 82.

Indeed, the tracing exercise could ultimately show that, due to either contract commitments or market forces, entities higher up in the distribution chain were unable to pass on the increased prices, such that those increased prices never filtered all the way down to the consumer level.

We must also invent some method of preventing the imposition of multiple liability. Antitrust defendants will, under G. L. c. 93, § 12, and Hanover Shoe, Inc. v. United Shoe Mach. Corp., 392 U.S. 481 (1968) (Hanover Shoe), be liable to direct purchasers for the full amount of whatever inflated price resulted from the violation, without any reduction for the amount by which the direct purchaser passed on that inflated price to others. When an indirect purchaser consumer then claims that she has been injured because those same increased prices were passed down to her, she will be seeking to have the violator pay again for damages it has already paid in full.

Not surprisingly, most of the State Legislatures that have rejected Illinois Brick have simultaneously adopted provisions to address this multiple liability problem. Several States have effectively repealed Hanover Shoe along with Illinois Brick, allowing a defendant to defend on the ground that the plaintiff passed the overcharge on to others. See Haw. Rev. Stat. § 480-13(c)(2) (1993 & Supp. 2000); N.M. Stat. Ann. § 57-l-3(C) (2000); N.Y. Gen. Bus. Law § 340(6) (McKinney Supp. 2002); N.D. Cent. Code § 51-08.1-08 (1999). Others allow a setoff for amounts that the defendant has already paid to victims higher up the chain. See Idaho Code § 48-108(2)(a) (Supp. 2000); R.I. Gen. Laws § 6-36-12(a)(l) (2001); Wis. Stat. Ann. § 133.18(l)(a) (2001). Other States provide for transfer and consolidation of actions so that problems of multiple liability and duplicate recovery may be avoided at the outset. See D.C. Code Ann. § 28-4509(c) (2001); 740 Iff. Comp. Stat. § 10/7(2) (2001); Vt. Stat. Ann. tit. 9, § 2465(b) (Supp. 2001). Finally, others simply authorize the court to “take any steps necessary to avoid duplicative recovery against a defendant.” Minn. Stat. Ann. § 325D.57 (2000). S.D. Codified Laws § 37-1-33 (2000). That our Legislature has done nothing to address the problem of multiple liability is one more reason to conclude that the 1979 amendments to G. L. c. 93A, § 9 (1), were not intended to repeal Illinois Brick. In the wake of today’s opinion, we will have to craft a judicial solution to this problem with no legislative guidance, and, by definition, any solution we craft will be contrary to the unambiguous adoption of Federal antitrust principles in G. L. c. 93, § 1.