filing the opinion of the court as to Part II.Al.c. and concurring in the balance of the opinion of the majority.
In this opinion I deal with two issues. Part I is the opinion of the court with respect to Cessna’s argument that Gulfstream III Associates lacks standing to bring this action because it unconditionally assigned its antitrust rights by transferring its interest in the G-III and purchase agreement to JB & A Aircraft. Part II is my concurring opinion with respect to an issue raised by Cessna which I believe should be met by the court but which is not resolved in the majority opinion.
I.
Cessna has argued that Gulfstream III Associates is not a proper plaintiff because its antitrust cause of action was transferred to JB & A Aircraft, Inc. as part of a general assignment. Gulfstream III Associates entered into a “Purchase Agreement Assignment” with JB & A, assigning “all of [Gulfstream III Associates’] rights, title and interest in and to the [G-III] Aircraft and [the original Purchase Agreement between Gulfstream III Associates and manufacturer Gulfstream American Corporation].” (J.A. 356.) JB & A later assigned the Purchase Agreement to R.H. Macy & Co., which ultimately took delivery of the completed aircraft. In asserting that this general assignment must include antitrust claims, Cessna relies upon a general provision of the Uniform Commercial Code, Section 1-201(36), enacted in, inter alia, Texas, Georgia, and New Jersey.1 Section 1-201(36) provides in tato that “ ‘rights’ includes remedies,” from which Cessna apparently, concludes that the assignment of a contract necessarily includes the assignment of all related causes of action. To the contrary, Gulfstream III Associates argues,that antitrust claims can be transferred only by means of an express assignment; in Gulfstream III Associates’ view, the general assignment of the Purchase Agreement therefore did not abrogate its right to bring, this action. We agree with Gulfstream III Associates’ position, and thus will affirm the district court’s holding that Gulfstream III Associates is the correct plaintiff to pursue this action.
There is no serious doubt that an antitrust claim can be expressly assigned. In many cases, such assignments are accepted sub silentio; indeed, it is commonplace for individual persons claiming antitrust injury to assign their claims to an association formed for the specific purpose of pursuing litigation. See, e.g., Jefferson County Pharmaceutical Ass’n, Jnc. v. Abbott Lab., 460 U.S. 150, 103 S.Ct. 1011, 74 L.Ed.2d 882 (1983) (trade association of retail pharmacists pursued Robinson-Patman Act claims as assignee of claims of its individual members); Chiropractic Coop. Ass’n of Michigan v. American Medical Ass’n, 867 F.2d 270 (6th Cir.1989) (association brought monopolization claims that had been assigned to it by individual chiropractors); Hahn v. Oregon Physicians’ Service, 786 F.2d 1353 (9th Cir.1985) (podiatrists formed corporation to which they assigned their antitrust claims). See also In re Fine Paper Litig., 632 F.2d 1081, 1090 (3d Cir. 1980) (citing “a number of cases [which] have assumed that such assignments [of antitrust claims] are valid”).
We believe it is also clear that the validity of the assignment of an antitrust claim is a matter of federal common law. We so stated, albeit without analysis, in Fine Paper, supra: “In any event, the status of assignments under the Sherman and Clayton *438Acts is a matter of federal law.” There, numerous plaintiffs, including paper distributors and several states, had brought antitrust class actions against paper manufacturers. The distributors were granted class certification; but most of the states, including Washington, were denied such certification. However, Washington was also the assignee of certain distributors’ antitrust claims pertaining to paper products that Washington had purchased. We upheld the validity of those partial express assignments. Id. at 1090-91.
There are two bases for considering the status of an assignment of antitrust claims to be a matter of federal common law. First, the issue of assignment is appropriate for the development of interstitial federal common law in harmony with the overall purposes of the antitrust statutes. Second, assignments of antitrust claims cannot appropriately be left to determination under possibly differing state law standards, because such assignments may implicate the “direct purchaser” rule enunciated in Illinois Brick Co. v. Illinois, 431 U.S. 720, 97 S.Ct. 2061, 52 L.Ed.2d 707 (1977), and in Kansas v. UtiliCorp United Inc., 497 U.S. 199, 110 S.Ct. 2807, 111 L.Ed.2d 169 (1990).
It has long been assumed that federal courts have the power to create so-called “interstitial” federal common law to govern issues closely interwoven with a broad scheme of federal statutory regulation. See generally 1A James W. Moore et al., Moore’s Federal Practice, pt. 2, ¶ 0.324 (1993). This power is exercised frequently in antitrust law. See, e.g., National Soc’y of Professional Engineers v. United States, 435 U.S. 679, 688, 98 S.Ct. 1355, 1363, 55 L.Ed.2d 637 (1978) (“[t]he legislative history [of the Sherman Act] makes it perfectly clear that [Congress] expected the courts to give shape to the statute’s broad mandate by drawing on common-law tradition”). In particular, the assignment issue of the present case is analogous to a limitations question resolved by application of federal common law in American Pipe & Constr. Co. v. Utah, 414 U.S. 538, 94 S.Ct. 756, 38 L.Ed.2d 713 (1974). American Pipe was an action involving Sherman and Clayton Act claims, originally brought by the State of Utah as a class action. Class status was denied for failure to fulfill the numerosity requirement of Fed.R.Civ.P. 23(a). Parties who would have been members of the rejected class later sought to intervene; the district court held the interve-nors’ claims to be time-barred, because even though Utah’s action was timely filed, the applicable limitations period had run before the filing of the motions to intervene. The Supreme Court held that the intervenors were not time-barred, because the filing of Utah’s putative class action tolled the limitation statute for all purported class members who made a later, but otherwise timely, motion to intervene. The applicable limitation statute, Section 5(b) of the Clayton Act, 15 U.S.C. § 16(b), specified the limitation period but did not provide for tolling for purported class members. The Court nonetheless thought it appropriate to create the tolling provision in a situation where “tolling the limitation ... is consonant with the legislative scheme.” Id., 414 U.S. at 558, 94 S.Ct. at 768.
In American Pipe, the judicial creation of a tolling provision was proper because it furthered the Clayton Act limitation period’s purposes of balancing a finite end to litigation against fair opportunity for injured parties to assert meritorious antitrust claims. In the present case, we believe that the determination of an assignment’s validity similarly is related to the broader questions of antitrust injury and standing. We therefore make explicit what was implicit in Fine Paper, i.e., that the status of an assignment of antitrust claims is a matter of federal common law. The analogy of American Pipe would itself be sufficient basis for this determination.
However, our foregoing determinations that express assignments of antitrust claims are permissible, and that the validity of assignments is determined by federal common law, do not fully answer the question raised by Cessna, namely, whether a general assignment can include antitrust claims. To answer that question, we must consider the potential relationship between the Utili-Corp/Illinois Brick “direct purchaser” rule and the assignments of antitrust claims. Because we conclude that the inclusion of anti*439trust claims in a general assignment would be disfavored under the direct purchaser rule, we' hold that only an express assignment of an antitrust claim can be valid.
The direct purchaser rule had its genesis in Hanover Shoe, Inc. v. United. Shoe Mach. Corp., 392 U.S. 481, 88 S.Ct. 2224, 20 L.Ed.2d 1231 (1968), which held that a Clayton Act defendant could not assert a defense that the plaintiff had suffered.no “injury” because it had passed on any illegal overcharges to consumers. Illinois Brick subsequently made this “direct purchaser” rule bilateral, i.e., that case held that a state, the indirect purchaser of concrete block, could not pursue price-fixing claims against manufacturers — only the direct purchasers, masonry contractors, could pursue such claims. The rule of Illinois Brick was founded on the difficulty of analyzing pricing decisions, the risk of multiple liability for defendants, and the weakening of private antitrust enforcement that might result from splitting damages for overcharges among direct and indirect purchasers. UtiliCorp further strengthened the direct purchaser rule; there, the Court refused to create an exception to Illinois Brick for states suing in a parens patri-ae capacity to redress economic harms to their citizens from an alleged natural gas price-fixing conspiracy. The petitioner states had argued that an exception was appropriate where, as they claimed, it could be demonstrated that the direct purchasers, public utilities, had passed along all of the alleged overcharges to utility customers. The Court rejected this argument, noting that even in that instance, pricing decisions by utilities could be based on other factors. The Court cautioned that any suggestion in Hanover Shoe and Illinois Brick of a possible exception for pre-existing cost-plus contracts must be construed very narrowly.
In the present case, Cessna has argued both that the general assignment to JB & A precludes Gulfstream III Associates from pursuing its claim, and that the direct purchaser rule would not dictate that Gulf-stream III Associates is the proper plaintiff. We agree with Cessna’s approach insofar as we see the issues of assignment and application of the direct purchaser rule as corollaries. However, we disagree with Cessna in that we believe the present state of the direct purchaser doctrine requires that Gulfstream III Associates, and not JB & A or any later purchaser of the aircraft, is the proper party to seek a recovery for antitrust injury. It is true that this case as presented for trial dealt with only a single aircraft whose price when originally purchased by Gulfstream III Associates easily can be compared to the prices later agreed to by JB & A and by the ultimate purchaser, R.H. Macy & Co. Nonetheless, we believe that any exception to the direct purchaser rule would be inappropriate in this case for the same reasons that the Supreme Court held an exception would be inappropriate in UtiliCorp.
In our case, determining the relative extent of injury incurred, by the direct or remote purchasers would entail several highly speculative inquiries. Could Gulfstream III Associates have charged JB & A the same price even absent the illegal overcharge? What alternative products might provide elasticity in the resale market for aircraft purchase agreements? What factors other than the original overcharge influenced the price of the product in the assignment to JB & A? In addition, direct purchaser Gulf-stream III Associates probably remained liable by contract for any shortfall between prices paid by the remote purchasers and the original price it had agreed to pay the manufacturer.2 Nor is there any indication that the indirect purchasers were interested’ in pursuing the antitrust claims. Those facts weigh heavily in favor of considering Gulf-stream III Associates to have suffered the entire antitrust injury of the price-fixing *440overcharges. In this case, just as in Utili-Corp, unwarranted complexities would arise from trying to apportion losses among direct and indirect purchasers. Id., 497 U.S. at 208-09, 110 S.Ct. at 2813-14. Despite Cessna’s arguments concerning the unique nature of the G-III aircraft transaction, we see no circumstances here' that could justify disregarding the Supreme Court’s clear admonition that “it [would be] an unwarranted and counterproductive exercise to litigate a series of exceptions” to the direct purchaser rule. UtiliCorp, 497 U.S. at 217, 110 S.Ct. at 2817.
Gulfstream III Associates’ status as direct purchaser, and the concomitant inference that neither JB & A nor Macy could assert this claim, lends crucial support to our holding on the assignment issue, ie., that any assignment of antitrust claims, as a matter of federal common law, must be an express assignment; general assignments, without specific reference to antitrust claims, cannot validly transfer the right to pursue those claims. We so conclude because many routine transfers of ownership may involve a general assignment of rights. Because of the direct purchaser rule, such transfers cannot carry with them the right to assert antitrust claims. Therefore, interpreting a general assignment to include antitrust claims would run afoul of the direct purchaser rule. This conflict would be obviated by an express assignment, which entirely eliminates any problems of split recoveries or duplicative liability. There would be nothing to prevent a direct purchaser from expressly assigning its antitrust claims to a remote purchaser; see, e.g., Fine Paper Litigation, supra. However, in this case, Gulfstream III Associates made no express assignment of its antitrust claims to JB & A or any other remote purchaser, and Gulfstream III Associates therefore remained the proper plaintiff. Thus, we will affirm the district court’s determination that the general assignment to JB & A did not abrogate Gulfstream III Associates’ right to pursue price-fixing claims pertaining to the G-III aircraft.
II.
I agree with the reasoning and result of Judge Seitz’s opinion for the majority and thus join in the judgment of the court. However, I write separately to address an issue that I believe Cessna has squarely presented, but the majority has not confronted. The issue is whether, if an antitrust defendant can demonstrate before trial that prior settlements will offset any recovery of damages for the plaintiff, the plaintiff must nonetheless be permitted a trial on liability in order to establish that it is, within the meaning of Section 4 of the Clayton Act, 15 U.S.C. § 15, a “person ... injured in his business or property by reason of anything forbidden in the antitrust laws,” who thus is entitled to a mandatory award of attorneys’ fees. I conclude that the mandatory nature and the usual magnitude of antitrust fee awards dictate that a plaintiff must be permitted the opportunity to establish liability at trial, even when a fee award is the only remaining relief at issue.3
During the time that plaintiff Gulfstream III Associates was pursuing this case, it was also, along with other entities and individual plaintiffs, pursuing two related actions that had been filed separately in the District of New Jersey and were later consolidated: Gulfstream III Associates, Inc. v. Falcon Jet Corp., Civ. No. 85-4671, and Rosefielde v. Falcon Jet Corp., Civ. No. 82-3788 (collectively, the “Falcon Jet actions”). See Rosefielde v. Falcon Jet Corp., 701 F.Supp. 1053 (D.N.J.1988). The Falcon Jet actions asserted claims of price-fixing and monopolization substantively similar to the original claims in our case, although the Falcon Jet actions apparently sought recovery of overcharges for aircraft manufactured by Falcon Jet Corporation, whereas our case sought recovery of overcharges for aircraft manufactured by Gulfstream Aerospace Corporation. The Falcon Jet actions involved several contract and tort claims distinct from the antitrust allegations, and apparently involved different defendants than the present case. Those cases were settled by an agreement dated *441November 17, 1988, later amended as of March 30, 1989. The Falcon Jet settlement agreement called for a total consideration of $4,650,001.00 to be paid by the defendants. The agreement specifically allocated the settlement payment among the various claims, apportioning only a nominal $1.00 payment to antitrust claims, and apportioning all the rest of the payment to contract and tort claims.
In our case, Cessna brought a pretrial motion for summary judgment asserting, inter alia, that all possible damages had been satisfied by previous settlements with other co-defendants and with the Falcon Jet defendants. Cessna argued that the Falcon Jet allocation of $1.00 to antitrust claims was not a good-faith apportionment, and urged the district court to count a much larger part of the Falcon Jet settlement toward set-offs in the present case. By the time of Cessna’s motion, plaintiffs expert economist had established the maximum possible measure of damages as a 15 percent overcharge due to price-fixing. While the district court did grant summary judgment to Cessna on claims relating to two other aircraft, it rejected Cessna’s arguments as to the G-III aircraft. The district court reasoned that the total potential value of a damages award of 15 percent of the purchase price for that aircraft would be $4,488,750. Examining the confidential settlement agreements in camera, the court determined that the aggregate amount of all settlements with Cessna’s former co-defendants in this case would be less than the maximum potential trebled damages. Further, the court held that Cessna would not be entitled to any set-off for the Falcon Jet settlement, because the settlement agreement applied the payments to claims distinct from the claims in this case. Thus, in resolving Cessna’s summary judgment motion, the district court accepted the validity of the allocations of the Falcon Jet settlement payments.
Cessna renewed its argument on this point in two post-trial motions for-a judgment dismissing the complaint, one motion brought before entry of judgment and a second motion to amend the final judgment. Cessna again asserted that some part of the Falcon Jet settlement actually related to claims identical to those in this case. By this point, of course, the jury had determined Gulfstream III Associates’ damages to be only a 10 percent, not a 15 percent, overcharge', yielding trebled damages of $2,992,500. In response to Cessna’s motions the district court reduced the amount of the verdict to zero, because the amounts received in settlement from Cessna’s co-defendants in this action exceeded $2,992,500. However, the district court declined to revisit the question of whether Cessna was entitled to any set-off for the settlement of the Falcon Jet actions, reasoning that the issue was moot in view of the complete set-offs from settlements within the present action. The district court also refused Cessna’s request to dismiss the complaint, and thus permitted Gulfstream III Associates to proceed with a fee application. The ultimate fee award exceeded $1.1 million..
I think the district court incorrectly characterized the Falcon Jet issue as moot in view of the continuing entitlement to a fee award. I believe that post-trial, Cessna clearly was arguing that some reasonable set-off for the Falcon Jet settlements would mean that Gulfstream III Associates would have had no potential damage recovery going into trial, and this would have required dismissal of the complaint and a denial of any fee award. This is also the point Cessna has, I think, clearly raised on appeal, though it again has been unsuccessful in this attempt, as the majority has determined that other setoffs have rendered the Falcon Jet issue moot. See majority opinion, at 436 n. 10.
I would address Cessna’s question, although I would not arrive at an answer to its liking. I do not think the validity of the Falcon Jet allocations needs to be revisited, because I would -find that regardless of a complete seboff of any potential damages, an antitrust plaintiff, for whom a fee award is, of course, a mandatory part of the recovery dictated by statute, must be afforded an opportunity to establish, by trial if necessary, the liability of the defendant that is a predicate of the plaintiffs entitlement to fees.
It is axiomatic that Section 4 of the Clayton Act, 15 U.S.C. § 15, is a mandatory fee award provision:
*442any person who shall be injured in his business or property by reason of anything forbidden in the antitrust laws ... shall recover threefold the damages by him sustained, and the cost of suit, including a reasonable attorney’s fee.
The courts have often distinguished this mandatory fee award from the permissive fee award provision of the Civil Rights Act, 42 U.S.C. § 1988 (“the court, in its discretion, may allow the prevailing party, other than the United States, a reasonable attorney’s fee as part of the costs”). See, e.g., United States Football League v. National Football League, 887 F.2d 408, 412 (2d Cir.1989) (“prevailing party” analysis under 42 U.S.C. § 1988 is not relevant to mandatory fee scheme of Section 4 of Clayton Act); see also Baughman v. Cooper-Jarrett, Inc., 530 F.2d 529, 531 n. 2 (3d Cir.) (fee award is mandatory under 15 U.S.C. § 15), cert. denied, 429 U.S. 825, 97 S.Ct. 78, 50 L.Ed.2d 87 (1976); Home Placement Serv., Inc. v. Providence Journal Co., 819 F.2d 1199, 1210 (1st Cir. 1987) (award of fees is mandatory to encourage private prosecution of antitrust violations); Hydrolevel Corp. v. American Soc. of Mechanical Engineers, Inc., 635 F.2d 118, 130 (2d Cir.1980) (15 U.S.C. § 15 “expressly requires” an award of attorneys’ fees), aff'd, 456 U.S. 556, 102 S.Ct. 1935, 72 L.Ed.2d 330 (1982).
It is clear that an antitrust plaintiff is entitled to recover substantial attorneys’ fees even if it is awarded only nominal damages. That is exactly what happened in United States Football League v. National Football League, 704 F.Supp. 474 (S.D.N.Y.), aff'd, 887 F.2d 408 (2d Cir.1989), cert. denied, 493 U.S. 1071, 110 S.Ct. 1116, 107 L.Ed.2d 1022 (1990). In that case, the jury had determined, on special interrogatories, that defendant NFL had monopolized the market for major league professional football in violation of Section 1 of the Sherman Act, and that the NFL’s anticompetitive behavior had injured the plaintiff. However, the jury chose to award only nominal damages of $1.00. 704 F.Supp. at 476. The defendant asserted, by analogy to cases involving fee awards under 42 U.S.C. § 1988, that plaintiff USFL was not a “prevailing party” and had not achieved a threshold level of damages sufficient to be entitled to attorneys’ fees. The district court rejected any analogy to permissive fee awards, and held that “the jury’s finding of injury and an antitrust violation precludes the NFL’s arguments that the USFL was not a prevailing party under Section 4 of the Clayton Act.... A reasonable fee award under the statute is mandatory.” 704 F.Supp. at 480. The court awarded the USFL attorneys’ fees of $5,515,290.81. Id. at 488. The court of appeals affirmed the fee award in its entirety. 887 F.2d 408 (2d Cir.1989), cert. denied, 493 U.S. 1071, 110 S.Ct. 1116, 107 L.Ed.2d 1022 (1990).
Even granting that a nominal damages award can support Clayton Act attorneys’ fees, would a plaintiff whose entire damages are offset by prior settlement, and who therefore receives zero damages as a result of the trial, still be entitled to attorneys’ fees? The Court of Appeals for the Fifth Circuit answered that precise question affirmatively in Sciambra v. Graham News, 892 F.2d 411 (1990). In Scimnbra, the district court had entered a default judgment against one remaining defendant because of discovery abuse. (A second defendant had settled previously for $165,000.) A damages judgment was entered for $271,896.00, but was reversed because the district court had applied an incorrect measure of damages. On remand, the plaintiff conceded that his damages according to the proper measure would be less than the amount of the prior settlement. The district court therefore awarded no damages, but did enter judgment for over $90,000 in attorneys’ fees and costs. In affirming the award, the court of appeals found that in an antitrust case, an attorneys’ fee award should not necessarily be dependent on a compensatory damages award: “the effect of the [prior] settlement on [plaintiffs] recovery of compensatory damages has no effect on [plaintiffs] right to recover attorneys’ fees.” Id. at 416. So long as plaintiff has established an antitrust violation and injury therefrom, the court concluded, an award of attorneys’ fees is mandatory. That result, the court noted, was consistent with the established policies of encouraging private prosecution of antitrust violations and *443deterring violations of the antitrust laws. Id. at 416.
The reasoning and the result in Sciambm follow inexorably from the holdings of USFL, and both those eases follow from the classic rationales supporting mandatory Clayton Act fee awards. If one accepts that USFL and Sciambm were rightly decided, then it is clear that an antitrust plaintiff can proceed to trial for a determination of liability and a potential fee award, even where prior settlements already have clearly negated any actual receipt of further damages. The very magnitude of antitrust fee awards indicates that they are a crucial component of a plaintiff’s recovery, and in many instances fee awards may exceed certain components of the compensatory damages. In USFL the plaintiff received over $5.5 million in fees; in our case, Gulfstream III Associates has been awarded fees of over $1.1 million, or more than 25% of the amount that it received in settlements. Surely such fee awards are a cornerstone of the accepted private-attorneys-general rationale of the antitrust statutes; and if a plaintiff has established violation of the law and injury, then, as the Sciambm court recognized, the amounts realized from settlements cannot properly be used to exonerate a non-settling defendant from liability for fees.
One might fear that permitting trials merely for the sake of determining fee awards would lead to frequent abuse and a waste of judicial resources. However, such fears are unfounded because of the rarity of circumstances that might require such trials. For example, it is exceptional to have a case, such as the present one, where maximum potential damages can be determined precisely and where one could ascertain clearly that settlement amounts exceeded the maximum damages. Even when such exceptional cases might occur, a plaintiff and remaining defendant^) may well be more likely to settle without trial once they can focus on the amount of a potential fee award.
Moreover, a defendant need not remain inert while a plaintiff racks up ever-larger fees. At the point where a defendant thinks the plaintiff has settlements exceeding the amount of its damages as trebled, the defendant could move for partial summary judgment establishing that it could not be liable for additional damages. At the same time, at its option,, the defendant, subject to the court’s granting its motion on damages, could concede its liability for the plaintiff’s fees to that point in the litigation, with the fees to be fixed by the court in the usual manner.4 If the court determined that the settlements did offset any possible trebled damages, it would then fix the fees and the matter would be over in the district court. On the other hand, if the defendant obtained a judgment that the plaintiff could recover no further damages but did not offer to pay the plaintiffs fees to that point, the plaintiff would be forced to reappraise the strength of its case to determine if it wanted to proceed against the nonsettling defendant. Overall, I think it would be a rare case which would continue simply to determine a defendant’s liability for fees after a court had held that the plaintiffs damages were offset completely by settlement.
Further, I would emphasize that in the present case the potential set-offs derived from settlements reached between the time of filing suit and the time the case came on for trial. This action originally was filed in the Central District of California in 1985 (having been transferred thereafter to the District of New Jersey); the Falcon Jet settlements were not reached until late 1988 and early 1989. We. are not faced here with a situation in which a potential plaintiff receives from several potential defendants settlements that would be large enough to offset all damages before a suit is filed, but nonetheless commences an action purely to seek attorneys’ fees from a recalcitrant defendant. I presume that, if faced with such a situation, a court rightly might reject such a plaintiffs claim for fees.
Altogether, holding that an antitrust plaintiff may proceed to trial even if only a fee award remains to be determined, is the only outcome consistent with the weight of authority on entitlement to antitrust fees. I do *444not think such a ruling would create significant practical problems for trial courts, because the cases in which it would be applicable would be very rare. Therefore, I would resolve the question raised by Cessna and would hold that even where settlements entered into following the commencement of litigation have offset all damages, an antitrust plaintiff may try the issue of liability as the necessary predicate to establishing an entitlement to attorneys’ fees.
. The Purchase Agreement Assignment provided that Texas law would govern its provisions (J.A. 360); New Jersey is of course the forum state; and the original Purchase Agreement provided that Georgia law would apply to its provisions (J.A. 416). Because we conclude that federal common law governs the assignment of an antitrust cause of action, there is no issue as to what state’s law wohld apply.
. The district court in its opinion of August 30, 1990, rejecting Cessna’s argument that Gulf-stream III Associates was not a direct purchaser and thus lacked standing, indicated that "Cessna does not dispute plaintiff[’s] contentions that plaintiff! ] remained liable for the balance of the contract price” after the assignment. In its opening brief on the appeal, Cessna did not dispute this statement, though in its reply brief it equivocated, indicating that it was "assuming, for argument’s sake” that Gulfstream III Associates remained liable. We need not pursue the point because even if we concluded that the assignment terminated Gulfstream III Associates’ liability under the original agreement, we would not change our result.
. My discussion presumes that the present state of the law would not permit set-offs to be applied against a fee award. See Auwood v. Harry Brandt Booking Office, Inc., 850 F.2d 884, 894 (2d Cir.1988).
. Cessna did not offer to pay Gulfstream III Associates’ fees when it made its pretrial motion for summary judgment, so I do not consider the implications of such an offer in this case.