Mid-West Paper Products Co. v. Continental Group, Inc.

A. LEON HIGGINBOTHAM, Jr., Circuit Judge,

dissenting in part.

The majority would deny standing to Murray’s of Baederwood and Mid-West Paper Products Co. insofar as they seek to sue defendants for allegedly excessive prices paid to defendants’ competitors as a result of defendants’ price-fixing. The question of how to properly limit antitrust standing has been a troubling one for courts and commentators alike. Although it has been suggested that the issue is really not one of “standing” at all,1 the appellation is appropriate at least in that the question has produced an amount of confusion and uncertainty in the law commensurate with that produced by traditional standing questions. It is generally conceded that the decisions on antitrust standing are, in the words of one commentator, “discordant, with inconsistent rationales and no common premise.”2 This court has wisely chosen not to rely on any one test or formula to answer the question posed here. I agree with the majority that considerations of compensation for antitrust victims and deterrence of antitrust violators must be central to our analysis.3 I agree also that we must not lose sight of the ultimate purpose of the antitrust laws — preserving competition. I disagree, however, that denying standing to those who suffer injury as a result of their purchases from competitors of price-fixers will best serve these related goals of just compensation, vigorous enforcement and free competition. Therefore, I respectfully dissent as to this issue. In all other respects I join in the majority opinion. Although few courts or commentators have analyzed this exact problem, those that I have found who have addressed the issue have agreed that recovery of this sort should be permitted. See State of Washington v. American Pipe and Construction Co., 280 F.Supp. 802 (W.D.Wash. 1968); Berger and Bernstein, An Analytical Framework for Antitrust Standing, 86 Yale L.J. 809, 879 (1977); Note, 82 Harv.L.Rev. 1374 (1969).

Since the determination of whether Murray’s and Mid-West have standing must be arrived at pursuant to a balancing of fác-tors, I will first discuss those factors that I believe weigh in favor of granting standing here and then analyze why I believe the factors potentially tilting the balance the other way are either not present or are outweighed. The first factor to be considered is that the injuries alleged here will go uncompensated if standing is denied. In other words, there is allegedly injury in fact. Also any recovery obtained would not be duplicative of any other recovery which might be obtained. Actual injury, of course, is only the starting place for standing analysis. It must not be forgotten, however, that the primary purpose of antitrust damage remedies is remedial rather than punitive. Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477, 485-86, 97 S.Ct. 690, 50 L.Ed.2d 701 (1977). Therefore, *596we must not lightly deny standing where actual injury is alleged.

Allowing standing would also encourage enforcement, and thereby deter violation, of the antitrust laws. In Illinois Brick Co. v. Illinois, 431 U.S. 720, 97 S.Ct. 2061, 52 L.Ed.2d 707 (1977), the Court held that plaintiffs who purchased indirectly from antitrust violators could not sue for their resulting injury.4 The primary basis for this holding was that allowing multiple suits would dilute the recovery that any one plaintiff could receive and would inject complex issues that would make this diluted recovery more expensive to obtain.5 Thus the court determined that the antitrust laws would be most effectively enforced if one party, the direct purchaser, were able to sue for the full amount of damages incurred by those in the defendants’ chain of distribution.6 Here, however, there is no question of apportionment. If these plaintiffs cannot sue for these damages, no one can. Also the Court recognized that, once recovery was concentrated in the hands of the direct purchaser, there is a risk that those purchasers will be unwilling to sue because they can avoid actual injury to themselves by passing on the added costs to their purchasers and, by suing, they will endanger their source of supply. 431 U.S. at 746, 97 S.Ct. 2061. Allowing recovery here is one way of preventing that risk of non-enforcement from becoming a reality. A plaintiff might well sue the competitor of his supplier where he would not risk suing his own supplier. Thus this situation is much different from that in Illinois Brick since allowing recovery here would not reduce the incentive for private parties to enforce the antitrust laws, and, moreover, would serve to encourage enforcement in situations where such enforcement is especially needed.

In deciding whether to allow standing in antitrust cases, courts have attempted to analyze the directness of the injury to the plaintiff. In its most restrictive form, this is essentially a privity test.7 Such a narrow conception of directness has been generally rejected.8 Instead, courts have utilized a proximate causation analysis. Indeed, on at least two occasions, this court has described the standing issue as one of proximate causation.9 Although “proximate cause” is not much more definite in its meaning than *597“direct cause” or “standing” itself, one important indication of whether an injury is proximately caused by an act is whether its occurrence as a result of that act is reasonably foreseeable.10 The injury here certainly meets this test. It is foreseeable if not inevitable that, when those with a substantial share of the market fix prices, their competitors will also raise prices under the anti-competitive umbrella established by the price-fixers.

Another factor to be considered is “the plaintiff’s position in the area of the economy threatened by the alleged anticompeti-tive acts.” See Cromar Co. v. Nuclear Materials & Equipment Corp., 543 F.2d at 508. This is essentially a phrasing of the “target area” test of standing. Thus, although the “target area” formulation is not the controlling test of antitrust standing in this circuit, it is to be considered in reaching a decision on this issue. As just mentioned, where prices are fixed in an oligopolistic market, the result is likely to be that non-price-fixing competitors will also raise their prices. Murray’s and Mid-West as purchasers from these competitors are, therefore, well within the area of economy threatened by defendants’ price-fixing activities.11

Finally, the seriousness of the violation should also be considered in determining the extent of the violator’s liability.12 In U. S. v. United States Gypsum Co., 438 U.S. 422, 98 S.Ct. 2864, 2875, 57 L.Ed.2d 854 (1978), the Supreme Court recognized that “the behavior proscribed by the [antitrust laws] is often difficult to distinguish from the gray zone of socially acceptable and economically justifiable business conduct.’ The Court noted that some “conduct regarded as per se illegal” is not difficult to distinguish from legal business behavior “because of its unquestionably anticompeti-tive effects.” Id. The Court cited, on this point, U. S. v. Socony-Vacuum Oil Co., 310 U.S. 150, 60 S.Ct. 811, 84 L.Ed. 1129 (1940), which held that price-fixing agreements are per se violations of the Sherman Act. Because it is often difficult to determine exactly what conduct violates the antitrust laws, the Court in Gypsum held that a person cannot be subjected to criminal liability for such violations without an inquiry into the intent with which the unlawful actions were taken.

I believe that a similar concern for those who may unwittingly violate the antitrust laws makes it proper for courts to consider this factor in determining to whom the antitrust defendant will be held liable. Thus where businesses engage in practices that might reasonably be considered not to violate the antitrust laws, it would seem proper for courts, as a matter of fairness, to be most cautious in extending the scope of their liability once a violation is found. Where, as here, however, defendants have fixed prices — probably the clearest violation of the antitrust laws and the one most obnoxious to the underlying policy of free competition — considerations of punishment and deterrence warrant the imposition of broad liability.

Among the factors that have led courts to deny standing are the possibility of duplica-tive, derivative or windfall recovery. Al*598lowing standing here, however, would not result in any such recovery. The recovery sought here would not be duplicative since, as mentioned above, no other party could seek damages for part or all of the injury claimed here.13 The recovery would not be derivative since the parties are not related to some other entity at which the illegal practices are most directly aimed and which could sue in its own right.14 The recovery could not be properly characterized as “windfall” since the plaintiffs are complaining of actual out-of-pocket losses.

The majority contends that the recoveries even if not duplicative, derivative or windfall, may well be ruinous, i. e., that allowing treble damages to purchasers from competitors of antitrust violators might drive the violators out of business thereby injuring rather than protecting competition. I agree that this is a concern to be taken most seriously. Because undue reliance on this factor might seriously undercut enforcement of the antitrust laws, however, I do not believe that the standing decision should turn on this factor unless there is a very persuasive basis from which to conclude that competition would actually be hurt by the allowance of standing. Otherwise courts might unnecessarily prevent enforcement of the antitrust laws in the guise of protecting competition. I believe further that there is a strong basis on which to believe that competition would not be injured by allowing standing in cases such as this. Only businesses with a substantial share of a market are likely, by fixing prices, to significantly affect the prices charged by competing businesses. Thus, it can reasonably be assumed that there will only be large recoveries against large companies or a large group of smaller companies who are best able to withstand such losses. Where companies with a small market share fix prices, the effect on their competitors would be small and the likelihood of a ruinous damages assessment would be correspondingly minimal. Thus, the operation of the market would tend to prevent recoveries in suits such as this from being of a ruinous or anticompetitive dimension. The majority also indicates that the fact that the defendants did not directly profit from the plaintiffs injuries here is a factor to be considered in denying standing. It is clear from the very nature of the treble damage remedy, however, that recoveries in antitrust cases, as in many other areas of the law, are not intended solely to force the disgorgement of tainted profits.15 Therefore, I would accord little if any weight to this factor.

Finally, the majority adverts to the complexity of proving damages in this type of case and, closely related to this, the speculative nature of the inquiry into the amount of such damages. Complexity and specula-tiveness, however, are endemic to antitrust litigation. The length of many antitrust cases is ample indication of their complexity. It is also well established that damages in antitrust action need not be proved with the degree of certainty required in most *599other areas of the law. See Zenith Radio Corp. v. Hazeltine Research, Inc., 395 U.S. 100, 123-24, 89 S.Ct. 1562, 23 L.Ed.2d 129 (1969).

The majority relies on Illinois Brick, however, to establish the importance of these factors to our decision today. Although the Court in Illinois Brick certainly focussed much of its attention on the added complexity that would result from allowing recovery to indirect purchasers, it is crucial to note the context of that discussion. The Court in Illinois Brick was concerned with allowing the injection of complex issues into antitrust actions because the injection of such complexity would increase the cost of litigation and thereby discourage the enforcement of the antitrust laws. Thus the Court states:

Permitting the use of pass-on theories under § 4 essentially would transform treble-damage actions into massive efforts to apportion the recovery among all potential plaintiffs that could have absorbed part of the overcharge — from direct purchasers to middlemen to ultimate consumers. However appealing this attempt to allocate the overcharge might seem in theory, it would add whole new dimensions of complexity to treble-damage suits and seriously undermine their effectiveness.

431 U.S. at 737, 97 S.Ct. at 2070. (emphasis supplied).

As already discussed, allowing suits such as those here will encourage rather than undermine the effective enforcement of the antitrust laws. Where added complexity does not result in a disincentive to the enforcement of the antitrust laws, its potency as an argument against standing is seriously diminished.

Moreover, there is little reason to believe that proof of damages here will be significantly more complex or speculative than in a suit by a direct purchaser against a price-fixing defendant. In each case, the price actually charged is known. In each case, damages can only be assessed by determining what the market price would have been “but for” the price-fix. Of course in both cases, it is possible that the seller would have sold at a price above that of the market even without the price-fix and presumably the defendant would have an opportunity to present evidence of this. The only discernible difference is that the defendant is likely to have better access to proof regarding its own pricing policies than those of its competitors. This tactical problem of the defendants does not, however, persuade me that standing should be denied here.

Thus I am left with the conclusion that the antitrust policies of compensation and enforcement would be appreciably advanced by allowing recovery for the injuries alleged here. I am unconvinced that such recovery would drive antitrust violators out of the market and thus injure competition. I believe, therefore, that the balance here is properly struck in favor of granting standing to these appellants.16

. See Bogosian v. Gulf Oil Corp., 561 F.2d 434, 447 n. 6 (3d Cir. 1977), cert. denied, 434 U.S. 1086, 98 S.Ct. 1280, 55 L.Ed.2d 791 (1978).

. Handler, The Shift From Substantive to Procedural Innovations in Antitrust Suits — The Twenty-Third Annual Antitrust Review, 71 Colum.L.Rev. 1, 24 (1971). The variety of approaches which the different circuits have taken to this problem was described in In re Multidistrict Vehicle Air Pollution M.D.L. No. 31, 481 F.2d 122, 127 n. 6-8 (9th Cir.), cert. denied, Morgan v. Automobile Mfgrs. Assn., 414 U.S. 1045, 94 S.Ct. 551, 38 L.Ed.2d 336 (1973).

. I take mild exception to the majority’s description of how antitrust violators are to be deterred: “by depriving them threefold of the ‘fruits of their .illegality.’ ” Supra, at p. 583. As will be discussed later, not all antitrust remedies are based on a calculation of the defendant’s ill-gotten profits.

. As the majority recognizes, Illinois Brick was not, itself, a standing case. I agree with the majority, however, that the reasoning utilized in that opinion has implications for standing analysis.

. The Court, in Illinois Brick, stated:

[W]e understand Hanover Shoe as resting on the judgment that the antitrust laws will be more effectively enforced by concentrating the full recovery for the overcharge in the direct purchasers than by allowing every plaintiff potentially affected by the overcharge to sue only for the amount it could show was absorbed by it.

431 U.S. at 734-35, 97 S.Ct. at 2069.

. I believe the majority is seriously mistaken when it states:

Illinois Brick represents in effect the proposition that when defendants have fixed prices above the competitive market price, where the benefit derived by them is readily ascertainable, the objectives of the treble damage action are fulfilled when the defendants are required to pay the direct purchasers three times the overcharge.

Supra, at p. 585 (footnote omitted). Neither the language nor logic of Illinois Brick justifies the conclusion that only direct purchasers from price-fixers can ever recover when prices are fixed at above the market rate. Rather the conclusion is that, among direct and indirect purchasers from the defendant price-fixers, only the direct purchasers can recover and they can recover the entire amount of damages sustained by that whole chain. This limitation is designed to enhance enforcement of the antitrust laws. See n. 5, supra. As is discussed in the text accompanying this note, denying standing here would not further that end.

. See, e. g., City and County of Denver v. American Oil Co., 53 F.R.D. 620, 631 (D.Colo. 1971).

. See, e. g., Cromar Co. v. Nuclear Materials and Equipment Corp., 543 F.2d 501 (3d Cir. 1976) (rejecting any single test of standing).

. See Bogus v. American Speech & Hearing Association, 582 F.2d 277 at 284 (3d Cir. 1978) (“The doctrine of standing as applied to antitrust cases limits the apparent breadth of this provision by elaborating a concept of proximate causation between defendant’s unlawful act and plaintiffs out-of-pocket losses.”); Bo-gosian v. Gulf Oil Corp., 561 F.2d at 447 n. 6.

. See generally, Prosser, Law of Torts (4th ed.) § 43. The majority criticizes “the injection of a foreseeability concept” into the determination of standing, at least with respect to the “target area” test. Supra, at p. 581 n. 27. I believe, however, that foreseeability is one of the relevant factors that must be considered as long as directness of injury is one of the criteria of standing. Although the majority cites Handler, supra note 2, as criticizing foreseeability analysis in the context of the “target area” test, that article concludes by listing the “reasonable foreseeability of injury” as a “significant element” in determining whether a plaintiff has standing to sue. Handler at 30. I believe it is a wise inclusion.

. One formulation of the target area test requires that the plaintiff not only be in the area, but that he be aimed at. See, e. g., Calderone Enterprises Corp. v. United Artists Theatre Circuit, 454 F.2d 1292, 1296 (2d Cir. 1971), cert. denied, 406 U.S. 930, 92 S.Ct. 1776, 32 L.Ed.2d 132 (1972). Plaintiffs admittedly would not have standing under such an analysis. This test, however, has not been adopted by this court, is unduly restrictive and inadequately serves the purposes of compensation and deterrence.

. See Handler, supra note 2 at 30.

. Although the majority expresses some doubt, I believe it is clear that the logic of Illinois Brick requires that any recovery by those in the chain of distribution beginning with defendants’ competitors be concentrated in the hands of those that purchase directly from the competitors.

. Creditors, shareholders and officers of corporations injured by antitrust violations have frequently been denied standing because their claims are derivative. See, e. g., Pitchford v. Pepi, 531 F.2d 92 (3d Cir.), cert. denied, 426 U.S. 935, 96 S.Ct. 2649, 49 L.Ed.2d 387 (1976). See also Von Kalinowski, 11 Antitrust Laws and Trade Regulation, § 81.02[2] and cases cited therein. Lessors have also been denied standing on this basis. See e. g., Melrose Realty Co. v. Loew’s, Inc., 234 F.2d 518 (3d Cir.), cert. denied, 352 U.S. 890, 77 S.Ct. 128, 1 L.Ed.2d 85 (1956) (per curiam).

. For example, in Pitchford v. Pepi, supra, this court approved measures of damages from illegal territorial restrictions and the termination of a dealership which looked to the amounts lost by the plaintiff without regard to whether there was a corresponding profit to the defendant. The Supreme Court has recognized that “the treble damage provision [of Section 4 of the Clayton Act] which makes awards available only to injured parties, and measures the awards by a multiple of the injury actually proved, is designed primarily as a remedy.” Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. at 485-86, 97 S.Ct. at 696.

. The majority, on four occasions, refers to those “ ‘whose protection is the fundamental purpose of the antitrust laws.’ ” I do not believe that the invocation of this phrase advances our analysis here. To the extent that the majority intends this phrase to do more than identify those who are properly allowed standing after consideration of the criteria referred to throughout this opinion, I believe it is pursuing a most misguided course. If Congress’ purpose was to protect certain individuals through the treble damage remedy, it is irrelevant that the protection of such individuals was not the “fundamental” purpose of the antitrust laws. Thus we are left with the problem of defining exactly who Congress intended to be able to sue under Section 4. I have already discussed the factors to be considered in making such determinations. The ambiguity of the term “fundamental purpose” makes it ill-suited for service as an additional factor to be analyzed in resolving antitrust standing issues or as a substitute for the factors already discussed. I fear that overemphasizing this term may lead to a narrowing of antitrust standing unsupported by law or logic.