Atlantic Textiles v. Avondale Inc.

JOHNSTON, District Judge,

concurring in part and dissenting in part:

I concur in Part I, Part 11(A), and Part 11(B)(1) of the majority opinion. I respectfully dissent, however, from Part 11(B)(2), Part 11(B)(3), and the result that this case should be remanded for further proceedings in the district court, as described in the majority opinion.

I.

The majority opinion acknowledges that federal statutory claims are subject to arbitration if the litigants can effectively vindicate their substantive statutory claims in the arbitral forum. The majority concludes that the Antitrust Act’s four-year limitations period, 15 U.S.C. § 15b, is not a “substantive right” and that the arbitration clause’s limitation of this period to one year does not, per se, prevent the plaintiffs from “effectively vindicating their statutory rights.” 1 The majority then directs the district court, on remand, to examine whether the plaintiffs claims are entirely barred by operation of the one year limitations provision, taking into account the doctrine of fraudulent concealment. If the plaintiffs’ claims are entirely barred, then the district must consider severance of the limitations provision, in addition to invalidation of the arbitration agreement.

I respectfully disagree with Part 11(B)(2) and Part 11(B)(3) of the opinion and the majority’s directions to the district court upon remand. I would hold that the *299four-year limitations period contained in 15 U.S.C. § 15b is a non-waivable substantive right, and that the purported waiver of this right would, in this case, prevent the plaintiffs from effectively vindicating their statutory rights. I would further conclude that severance of this provision is the appropriate remedy, and remand the case to the district court to order that the case proceed to arbitration.

II.

The plaintiffs allege that the defendants engaged in a price fixing conspiracy from the beginning of 1999 through February of 2004, when the plaintiffs first became aware of the alleged anti-competitive activity. Based on these allegations, the plaintiffs brought Sherman Act claims against the defendants in 2004.2

The Sherman Act, 15 U.S.C. § 1, et seq., embodies an important, and now time-tested, public policy to prohibit market conduct which unfairly or unduly restrains competition. As Justice Black wrote more than half a century after its passage:

The Sherman Act was designed to be a comprehensive charter of economic liberty aimed at preserving free and unfettered competition as the rule of trade. It rests on the premise that the unrestrained interaction of competitive forces will yield the best allocation of our economic resources, the lowest prices, the highest quality and the greatest material progress, while at the same time providing an environment conducive to the preservation of our democratic political and social institutions.

N. Pac. Ry. Co. v. United States, 356 U.S. 1, 4, 78 S.Ct. 514, 2 L.Ed.2d 545 (1958). More recently, Justice Stevens has stated:

The Sherman Act reflects a legislative judgment that ultimately competition will produce not only lower prices, but also better goods and services.... The assumption that competition is the best method of allocating resources in a free market recognizes that all elements of a bargain — quality, service, safety, and durability' — -and not just the immediate cost, are favorably affected by the free opportunity to select among alternative offers.

Nat’l Soc’y of Prof'l Eng’rs v. United States, 435 U.S. 679, 695, 98 S.Ct. 1355, 55 L.Ed.2d 637 (1978).

“Ordinarily, a cause of action accrues under the antitrust laws when the plaintiff suffers an injury to his business.” Sanderson v. Spectrum, Labs, Inc., 227 F.Supp.2d 1001, 1011 (N.D.Ind.2000) (citing Zenith Radio Corp. v. Hazeltine Research, Inc., 401 U.S. 321, 338, 91 S.Ct. 795, 28 L.Ed.2d 77 (1971)). Generally, there is a four-year limitations period for Sherman Act claims. 15 U.S.C.' § 15b. The arbitration agreements in this case provide that any claim must be brought within one year “after the claimed breach occurs” and “[t]he failure to institute arbitration proceedings within this one year period shall constitute an absolute bar to [those claims.]”

Application of the one year claims limitation period has two related effects: (1) limiting the defendants’ exposure for any antitrust claim to one year from the date of the alleged anti-competitive behavior, and (2) limiting the plaintiffs’ possible recovery to a one year period. Thus, while the Antitrust Act effectively requires a four year look-back period, the contract at issue would only allow the arbitrator to consider one year of anti-competitive be*300havior. The plaintiffs assert that they would be deprived of a substantive right under the statute — the right to recover damages for three out of the four years of alleged anti-competitive activity.

III.

Generally, arbitration agreements are enforceable “so long as the prospective litigant effectively may vindicate its statutory cause of action in the arbitral forum, [and] the statute will continue to serve both its remedial and deterrent function.” Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 637, 105 S.Ct. 3346, 87 L.Ed.2d 444. In other words, an arbitration agreement cannot operate to waive substantive rights provided by statute. Id. at 628, 105 S.Ct. 3346 (“By agreeing to arbitrate a statutory claim, a party does not forgo the substantive rights afforded by the statute; it only submits to their resolution in an arbitral, rather than a judicial, forum.”). In this respect, “the arbitrability of [federal statutory claims] rests on the assumption that the arbitration clause permits relief equivalent to court remedies.” Paladino v. Avnet Computer Techs., Inc., 134 F.3d 1054, 1062 (11th Cir.1998). Although the Supreme Court has never ruled directly on whether an arbitration clause that does not permit relief equivalent to court remedies might nevertheless be enforceable, it has indicated a willingness to strike down arbitration agreements that have the effect of depriving litigants of remedies prescribed by the antitrust statutes. In Mitsubishi, the Court noted that in the event that an arbitration agreement’s choice-of-forum and choice-of-law provisions operated, in effect, as “a prospective waiver of a party’s right to pursue statutory remedies for antitrust violations, [the Court] would have little hesitation in condemning the agreement as against public policy.” Id. at 637 n. 19, 105 S.Ct. 3346.

Applying these principles, our sister circuits have consistently invalidated arbitration agreements that proscribe the arbitral award of damages guaranteed by statute. See, e.g., Hadnot v. Bay, Ltd., 344 F.3d 474, 478 & n. 14 (5th Cir.2003) (noting that an arbitration clause that bans punitive damages is unenforceable in the context of a Title VII claim because Title VII provides for statutory punitive damages); Paladino, 134 F.3d at 1062 (11th Cir.1998) (holding an arbitration agreement unenforceable because it proscribed an arbitral award of Title VII damages). The First Circuit recently relied on Mitsubishi’s condemnation of arbitration agreements that effect a prospective waiver of plaintiffs right to pursue statutory remedies, as well as the mandatory language in the Clayton Act provision providing for treble damages, 15 U.S.C. § 15(a), to conclude that “the award of treble damages under the federal antitrust statutes cannot be waived.” Kristian v. Comcast Corp., 446 F.3d 25, 48 (1st Cir.2006) (holding invalid an arbitration clause that purported to waive the availability of treble damages under the federal antitrust statutes).3 The *301issue in this case differs somewhat from that confronted by the Kristian court in that enforcement of the arbitration agreement’s limitations provision would not proscribe the award of a particular type of damages, but it would instead affect the amount of the award. The practical effect of the provision, however, is the same. If the contractual limitations provision is enforced, the plaintiffs will not be permitted to recover treble damages for the injury sustained over the course of the statutory four-year period. See 15 U.S.C. § 15(a) (providing that a party “shall recover threefold the damages by him sustained”).

I would hold that the enforcement of the arbitration clause, which facially operates to strip the plaintiffs of seventy-five percent of the damages to which they would otherwise be entitled under the antitrust statutes, would defeat the statute’s remedial and deterrent purposes. Paladino, 134 F.3d at 1062 (“When an arbitration clause has provisions that defeat the remedial purpose of the statute, ... the arbitration clause is not enforceable.”) The dramatic reduction in damages would likely fall short of fully compensating the plaintiffs and allow the defendants the benefit of at least a portion of their alleged illegal activity.4

IV.

As noted in the majority opinion, the court must consider two remedies after finding an unenforceable term in an arbitration agreement: severance of the offending term and invalidation of the entire arbitration agreement. The limitations period, while of great importance to the defendants, is but one part of the arbitration agreement; it cannot be viewed as integral to or the primary object of the arbitration agreement. In my view then, the court should sever the offending limitations provisions from the otherwise enforceable arbitration agreements. See Hadnot, 344 F.3d at 478 (“The purpose of the arbitration provision is to settle any and all disputes arising out of the employment relationship in an arbitral forum rather than a court of law. Even with its unlawful limitation on the types or permissible damage awards lifted, so that the decision maker is free to address punitive damages, the arbitration clause remains capable of achieving this goal. In fact, the lifting of that illegal restriction enhances the ability of the arbitration provision to function fully and adequately under the law.”). I believe that the limitations provisions can and should be severed from the arbitration agreements, and the case should be remanded to the district court with directions to send it to arbitration. Immediate severance of this single provision of the overall arbitration agreement is a purely legal matter which will allow the parties to avoid further time and resource-intensive litigation of these threshold matters, and allow them to move toward a resolution of the substantive issues of these cases.

I therefore respectfully dissent from Parts 11(B)(2) and 11(B)(3) of the majority opinion.

. Parts 11(B)(2) & (3) of the majority opinion. In Part 11(B)(1) of the opinion, the majority concludes that the one year limitation period is not unreasonably short.

. As noted in the majority opinion, various plaintiffs filed actions in March, April, May, and August of 2004.

. In Kristian v. Comcast Corp., 446 F.3d 25 (1st Cir.2006), the plaintiffs argued that a one-year limitations provision in an arbitration clause was invalid as applied to their antitrust claims "on the basis of [the] direct conflict" between the contractual provision and the four year limitations period provided by the Clayton Act. Id. at 43. The First Circuit concluded that, under its precedent, a dispute over a statute of limitations was "the sort of procedural prerequisite that is presumed to be for the arbitrator,” not the court. Id. (internal quotation marks omitted). In the case before us, the specific language of the arbitration agreements provides that a court, not an arbitrator, must decide statute of limitations issues. The agreements provide that " '[a]ll issues relating to Statute of Limitations barring or preventing the commencement of proceedings are not arbitrable and shall be *301determined by the Court and not the arbitrators who shall have no power or jurisdiction to determine such issues.' " In re Cotton Yarn Antitrust Litig., 406 F.Supp.2d 585, 603 (M.D.N.C.2005).

. I decline to address whether the doctrine of fraudulent concealment would have any effect on my analysis of this issue because the parties arguably did not raise this issue, it has certainly not been developed by the parties in this appeal, and it was not considered at the district court level.