Comes v. Microsoft Corp.

CADY, Justice

(dissenting).

I respectfully dissent.

The majority articulates many policies that support permitting an indirect purchaser to sue under the Iowa Competition Law, and has identified a few other states that permit an indirect purchaser to sue. Nevertheless, this case is not about which policy is better or trends in other states. If it were, the majority would have to acknowledge that the authority for indirect purchasers to sue in other states has typically been traced to specific legislative enactments in those states or a statutory *452scheme that does not include a rule of construction requiring state law to follow federal court interpretations of the federal antitrust statutes. See Vacco, 793 A.2d at 1061 n. 20. Instead, I believe this case solely involves the interpretation of our Iowa statute, and the majority has failed to interpret the statute according to the directive of our legislature.

We do not determine the policy of our law, nor establish trends for our legislature. We only seek to interpret statutes consistent with the intent of our legislature.

The key to the resolution of the issue in this case rests on the interpretation of section 553.12 of the Iowa Competition Law. This law generally prohibits restraint of trade or the use of a monopoly to exclude competition or influence prices in the market, subject to certain exemptions. Iowa Code §§ 553.4-6. The law also gives criminal and civil enforcement powers to the attorney general of this state, including the power to investigate. Id. §§ 553.7, .9. Additionally, the law authorizes the state, or “a person who is injured” by the prohibitive competition, to bring an action to, inter alia, recover actual damages. Id. § 553.12(2). The question in this case is whether our legislature intended this language to include a person who can only claim an indirect injury.

On its face, this question has no easy resolution. The cause of action created under the statute extends to “a person who is injured.” Yet, our legislature did not further define “a person who is injured” by the conduct prohibited under the law.

The majority concludes the language of the statute is clear and unambiguous on its face, and creates a cause of action for all consumers, without any restrictions on the class or type of consumer. It then minimizes and ultimately rejects the specific rule of construction our legislature provided for us in section 553.2 to resolve disputes over the meaning of the competition law. Finally, it reviews the various policy considerations underlying the issue whether to allow lawsuits by indirect purchasers, and adopts the policies that favor antitrust actions by indirect purchasers. In my mind, the majority has utilized faulty reasoning, and abandoned its judicial role. Under the fundamental doctrine of separation of powers, we are obligated to construe statutes to carry out the will of the legislative branch. 2A Norman J. Singer, Sutherland Statutory Construction § 45:03, at 19-20 (6th ed.2000) [hereinafter Sutherland Statutory Construction]. The majority has ignored the expressed will of the legislature and has become the policymakers of our government.

The very premise used by the majority is simply incorrect. The statute is not clear and unambiguous, and I can find no other jurisdiction in this country that has taken such an approach when faced with the question before us. An ambiguity exists in a statute “when a statute is capable of being understood by reasonably well-informed persons in two or more different senses.” Id. § 45:02, at 11-12. Considering the simple fact that most jurisdictions have concluded that indirect purchasers are not persons who are injured under antitrust law, I would conclude on that basis alone that our statute is capable of different meanings.

To resolve the ambiguity of the statute, we are obligated to ascertain the legislative intent, and we have adopted a variety of rules and principles to accomplish this purpose, just as our legislature has provided a variety of general rules of statutory interpretation. See Iowa Code ch. 4 (delineating rules to apply in the construction of statutes). Yet, in this instance, our legislature has provided a general interpretative rule specifically applicable to *453the Iowa Competition Law. Iowa Code section 553.2 provides:

This chapter shall be construed to complement and be harmonized with the applied laws of the United States which have the same or similar purpose as this chapter. This construction shall not be made in such a way as to constitute a delegation of state authority to the federal government, but shall be made to achieve uniform application of the state and federal laws prohibiting restraints of economic activity and monopolistic practices.

(Emphasis added.)

We have recognized that interpretational directives, such as legislative definitions, are binding on us in our role of interpreting statutes. S & M Fin. Co. v. Iowa State Tax Comm’n, 162 N.W.2d 505, 507 (Iowa 1968). Internal legislative construction is given the highest value by courts, and prevails over other extrinsic statutory aides of construction. 1A Sutherland Statutory Construction § 27:2, at 625-26 (6th ed.2002); see Lauridsen v. City of Okoboji Bd. of Adjustment, 554 N.W.2d 541, 543 (Iowa 1996); S & M Fin. Co., 162 N.W.2d at 508. Similarly, specific legislative directives specifying how a particular statute should be construed and applied should also be binding on us, and utilized to resolve doubts over the meaning of a statute. 1A Sutherland Statutory Construction § 27:1, at 624, § 27:3, at 631.

Thus, in resolving the question whether “a person who is injured” includes an indirect purchaser, we must rely on the guidance of the interpretive statute given to us by the legislature as its expression of the very intent we are obligated to ascertain and follow. This statute specifically directs that the Iowa Competition Law “be construed to complement and be harmonized with the applied laws of the United States which have the same or similar purpose as this chapter.” Iowa Code § 553.2. To further assist us, our legislature indicated that this rule of construction was not established as a means of delegating authority to the federal government, but to achieve uniform application of the state and federal laws governing eompeti-tipn. Id.

The majority attempts to minimize the impact of this statutory rule of construction by declaring that it does not establish federal preemption of state law and does not apply .to the remedy portion of the Iowa Competition Law, but- only to the provisions dealing with prohibited conduct. These arguments are simply misplaced. First, the fact that section 553.2 is not a doctrine of federal preemption does not minimize its application as a rule of construction. The statute is what it is: an important key to guide courts interpreting the Iowa Competition Law. Second, it is not limited to any specific part of the Iowa Competition Law, but applies to every statutory provision within the competition law. Section 553.2 makes this abundantly clear by pronouncing, “This chapter shall be construed .... ” The legislature then merely explained that it was establishing a rule of construction, not a federal preemption doctrine, and in doing so mentioned its desire for uniformity in the law prohibiting anti-competition practices. Clearly, this explanation was not intended as a restriction on the rule of construction to limit it to those specific sections of the chapter that define monopolistic practices. Moreover, an explanation that the law be construed to be uniform with federal law prohibiting competition is not inconsistent with the rule that “[tjhis chapter” be construed to complement federal law as interpreted by the federal courts.

Section 553.2 directs us to construe the Iowa Competition Law to complement and harmonize its provisions with the federal *454law as applied by the federal courts. Id. Our legislature wanted to achieve uniform application of state and federal antitrust law. Id.

Within a year following enactment of the legislative rule of construction, the United States Supreme Court held that a person who is not a direct purchaser from a violator is not authorized to bring a federal antitrust suit under section 4 of the Clayton Act, 15 U.S.C. § 15(a). Illinois Brick Co., 431 U.S. at 745-46, 97 S.Ct. at 2074-75, 52 L.Ed.2d at 725. Similar to section 553.12, section 4 of the Clayton Act provides “[a]ny person who shall be injured ... by reason of anything forbidden in the antitrust laws may sue .... “ 15 U.S.C. § 15(a).

Thus, the conclusion we must draw is clear. The federal courts have interpreted the federal antitrust law to exclude indirect purchasers as “a person who has been injured.” Our legislature wants us to harmonize the Iowa Competition Law with federal antitrust law so that the two laws will have uniform application. This directive is a clear indication our legislature intended to exclude indirect purchasers.

The majority, nevertheless, declares it is not inconsistent to give an indirect purchaser a cause of action in state court, while precluding such a cause of action in federal court. This argument, however, can only be formulated by debating the policy of the law and minimizing the scope of the legislative directive. This is not our role. We must interpret the meaning of the language of section 553.12 by utilizing the directives of section 553.2.

Lastly, the majority argues that section 553.2 cannot be viewed as a legislative endorsement of Illinois Brick because the opinion was not decided until after section 553.2 was enacted. There is, however, nothing in section 553.2 to even hint that our legislature only wanted our competition law to be uniform with the applied laws of the federal government as they existed at the time section 553.2 was enacted. In fact, such an approach would be contrary to the clear intent of our legislature to maintain uniformity between state and federal law. The rule of construction established by section 553.2 is unrelated to the doctrine of legislative acquiescence of existing legal principles. It is, plain and simple, a rule of construction. We are obligated to use it, which leads only to one result. The majority has failed to reach this result, and, by doing so, has engaged in lawmaking in violation of the separation of powers doctrine.