Barkat U. Khan and Khan & Associates, Inc. v. State Oil Company

RIPPLE, Circuit Judge,

concurring.

Today the court employs a rigorous application of the rules of stare decisis and precedent in this antitrust matter. This methodology is certainly, as a general proposition, a prudent approach to antitrust decision-making in the judicial context. Antitrust issues pose crucial policy choices for the economic and, indeed, social life of the Country. Nevertheless, Congress, content with the passage of generally worded statutes, has left a great deal of policy-making to the courts through the process of case by case decision-making. *1367In these circumstances, we ought to ensure, through the strict application of stare decisis and precedent, that the law is sufficiently predictable and certain to permit businesses to order their affairs with a clear understanding of what the law requires. I agree, therefore, with the basic methodology employed by the court in reaching the decision announced today. I write separately to note that I share my colleagues’ substantive criticism of the per se rule as it has been applied to vertical maximum price fixing and to question the extension of that rule to eases like the present one in which the threat of horizontal cartelization is absent or, at the very least, greatly diminished. It is difficult to discern the “manifestly anticompetitive effect,” Continental T.V., Inc. v. GTE Sylvania, Inc., 433 U.S. 36, 50, 97 S.Ct. 2549, 2557, 53 L.Ed.2d 568 (1977), that justifies invocation of the per se rule.

The Supreme Court first applied the per se rule to vertical maximum price-fixing in Albrecht v. Herald Co., 390 U.S. 145, 88 S.Ct. 869, 19 L.Ed.2d 998 (1968). The defendant in that case, a newspaper publisher, set a suggested retail price for its many distributors. When one of the distributors sought to charge his customers more than the suggested price, the publisher attempted to discipline him by hiring another entity to assume some of the business handled by the recalcitrant carrier. The Supreme Court held that this restraint was unlawful per se under section 1 of the Sherman Act because, as the Court later recounted in Atlantic Richfield Co. v. USA Petroleum Co., 495 U.S. 328, 110 S.Ct. 1884, 109 L.Ed.2d 333 (1990), the restraint “threatened to inhibit vigorous [price] competition by the dealers who were bound by it” and because it “threatened to become a minimum price-fixing scheme.” Id. at 335, 110 S.Ct. at 1889.1

The present case arises in a factual context that is far removed from the one at issue in Albrecht. This case, as presented to the district court and to this court on appeal,2 involves a single contract between a single wholesaler and a single retailer that sets the equivalent of maximum resale price for the commodity in question. Neither the pleadings in this ease nor the contract between Khan and State Oil implicate any other entities. We are confronted, therefore, with a wholly vertical arrangement; there is no hint of any concrete horizontal effect.

In Center Video Industrial Co., Inc. v. United Media, Inc., 995 F.2d 735 (7th Cir.1993), we discussed the centrality of the presence or absence of horizontal effects in determining whether a particular vertical restraint ought to be prohibited by the antitrust laws. Reviewing existing Supreme Court precedent addressing vertical restraints, we noted that, in the Supreme Court’s view, “only one legitimate justification exist[s] for prohibiting vertical price restraints imposed by manufacturers who lack significant market power: a proved tendency for such agreements to facilitate the formation of horizontal cartels.” Id. at 737. We addressed in Center Video the “two mechanisms” by which a vertical price maintenance *1368agreement might be used to facilitate the formation of horizontal cartels. Id. First, we explained, vertical price maintenance arrangements facilitate cartelization at the retail level; the restraint provides a mechanism by which conspiring dealers are able to enforce the agreement against wayward members of the horizontal conspiracy. See id. at 737. We further noted that vertical price maintenance agreements may also assist in the formation of cartels at the manufacturer level. By requiring prospective members of a manufacturer cartel to impose price restraints on their dealers, cartel members have an effective method of determining whether their partners are abiding by the rules of the cartel. “The members of the cartel then need only monitor the retail prices of their partners’ distributors, secure in the knowledge that any deviation from a given retail price would indicate that a member of the cartel had broken ranks.... ” Id. at 738. In the absence of any allegation that the restraint at issue in this case was imposed by multiple manufacturers or upon multiple dealers, neither of these two justifications for application of the per se rule applies.

As my colleagues recognize, the anticom-petitive implications of vertical price restraints are often difficult to discern. The difficulty in discovering actual injury to competition — or even the potential for such injury — is compounded where, as here, the price restraint in question is wholly vertical in nature and has been imposed by a single wholesaler upon a single distributor. It simply is not clear that the plaintiff can show an “injury of the type that the antitrust laws were intended to prevent.” Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477, 489, 97 S.Ct. 690, 697, 50 L.Ed.2d 701 (1977). Like my colleagues, therefore, I have serious doubts as to the continued viability of Al-brecht — especially in the context of conduct that is devoid of horizontal anticompetitive implications. Our application of the per se rule to this limited restraint therefore marks a considerable extension of the Albrecht rule beyond the facts presented in that case.

Nevertheless, until the Supreme Court limits the use of the per se rule with respect to vertical price restraints, I am unable to rule out the possibility that the Justices might intend the per se rule to be broad enough to reach State Oil’s conduct. Arguably, its action might be viewed as implicating some of the concerns articulated in Al-brecht. For example, the Supreme Court in Albrecht explained that “[mjaximum prices may be fixed too low for the dealer to furnish services essential to the value which goods have for the consumer or to furnish services and conveniences which consumers desire and for which they are willing to pay.” 390 U.S. at 153, 88 S.Ct. at 873. By eliminating any motive for Khan to increase his prices above the suggested retail price, State Oil effectively may have relegated Khan to the discount gasoline market. See Caribe BMW, Inc. v. Bayerische Motoren Werke Aktiengesellschaft, 19 F.3d 745, 753-54 (1st Cir.1994) (noting that, because the plaintiff dealer was forced to keep its price below the level it preferred to set, the challenged agreement forced the plaintiff to provide less of what customers wanted, leading to potentially lower profits). One less potential entrant in the full-service gasoline market means that dealers that market are able to charge a higher price for the same package of services. See Albrecht, 390 U.S. at 152, 88 S.Ct. at 873 (noting that a vertical maximum-price agreement, “by substituting the perhaps erroneous judgment of a seller for the forces of the competitive market, may severely intrude upon the ability of buyers to compete and survive in that market”).

The Supreme Court also noted in Albrecht that, by limiting the ability of small dealers to engage in nonprice competition, a maximum price-fixing agreement might “channel distribution through a few large or specially advantaged dealers.” Id. Here, the net effect of the restraint imposed on Khan by State Oil is to limit Khan’s margin to $0.325 per gallon — a margin which, in Khan’s view, is unrealistically low. Over the long run, high-volume gasoline dealers, who are able to maintain low margins for longer periods of time, might benefit from the arrangement foisted on Khan by State Oil.

At some point in the future, the Supreme Court may revisit Albrecht and further de*1369fine the scope of the per se rule in the context of vertical maximum price-fixing. Until that time, however, we cannot be sure whether the rule of Albrecht is broader than the facts which gave it birth. In the interim, considerations of stare decisis and precedent require us to continue to adhere to the per se rule against vertical maximum price-fixing in cases in which identifiable anticompetitive effects are present. Although the absence of concrete horizontal implications makes this a considerably closer case, State Oil’s conduct does present, for the reasons outlined above and in the majority’s opinion, at least the possibility of the anticompetitive effects identified by the Supreme Court in Albrecht. On this ground, therefore, I concur in the court’s decision.

. Although the Court in Atlantic Richfield referred to the situation in Albrecht as an "unadulterated vertical, maximum-price-fixing arrangement,” Atlantic Richfield, 495 U.S. at 336 n. 6, 110 S.Ct. at 1890 n. 6, the harm identified in Albrecht was largely horizontal and stemmed from the fact that multiple dealers were subject to the restraint. At issue was "the manner in which [the arrangement] might restrain competition by dealers.” Id. at 335, 110 S.Ct. at 1890.

. We note that Khan’s complaint does contain the following allegation:

At all times relevant to this action Defendant has been engaged in the business of leasing service stations/convenience stores such as that operated by Plaintiffs, as well as in the sale of petroleum and other products to such service stations for resale to the public under the "Union 76” trademark. Plaintiffs are informed and believe that Defendant is involved in the lease and/or operation of numerous other service stations in the Chicago Metropolitan Area.

R.l, Complaint, at para. 7. Although the final sentence of this paragraph arguably alleges the existence of other State Oil dealers, it is clear from the record in this case that Khan did not present the case to the district court on this theory. The summary judgment record is devoid of any evidence suggesting that other State Oil dealers also are subject to the price restraint challenged by Khan. Because the case was not presented to the district court on the theory that the restraint had been imposed by multiple wholesalers or upon multiple dealers, we do not view this unsupported allegation in Khan’s complaint as sufficient to make this case factually analogous to Albrecht.