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C.C.P. CORPORATION v. WYNN OIL COMPANY

February 20, 1973

C.C.P. CORPORATION, AN ILLINOIS CORPORATION, PLAINTIFF,
v.
WYNN OIL COMPANY, A CALIFORNIA CORP., AND VALENTINE VOISARD, DEFENDANTS.



The opinion of the court was delivered by: Bauer, District Judge.

MEMORANDUM OPINION AND ORDER

This cause comes on defendant Wynn Oil Company's motion objecting to personal jurisdiction and venue under Count I of the Complaint.

The plaintiff, C.C.P. Corporation ("CCP"), is an Illinois corporation with its principal place of business in the State of Illinois. The defendants are Wynn Oil Company ("Wynn"), a California corporation having its principal place of business in the State of California, and Valentine Voisard. Plaintiff alleges that Wynn transacts business in the Northern District of Illinois.

The Complaint alleges three causes of action in three separate counts. Count I, which is the subject matter of the instant motion, involves a claim for treble damages under Section 4 of the Clayton Act (15 U.S.C. § 15) and Section 1 of the Sherman Act (15 U.S.C. § 1). The antitrust violations alleged are that plaintiff's business and property were damaged through Wynn's terminating plaintiff as a Wynn Oil Company distributor and preventing plaintiff from acting as a distributor of competitive products. Jurisdiction is based on 28 U.S.C. § 1337.*fn1

The relevant facts, inter alia, are as follows. Wynn is a manufacturer of lubricants, greases, oils and similar products for automotive and industrial use. It is the proprietor of the trademark and tradename "Wynn" as used in connection with such products. It sells and ships substantial quantities of such products in interstate commerce to distributors and others located throughout the United States. CCP was incorporated for the express purpose of becoming a Wynn distributor in several counties in the Northern District of Illinois and was required by Wynn to have initial capital of $50,000.00. The plaintiff became a Wynn distributor pursuant to an agreement executed by Wynn on January 22, 1968 and continued as such distributor until approximately the end of June 1970. During that time, defendant Valentine Voisard was plaintiff's sales manager.

The Complaint alleges that during the spring 1970, Wynn and Voisard entered an agreement, combination and conspiracy to eliminate plaintiff as a distributor of Wynn products and to prevent plaintiff from continuing in business as a distributor (including as a distributor of products competitive with Wynn's products), which effectively put plaintiff out of business. The Complaint further alleges that defendants agreed that Voisard would leave plaintiff's employ and would participate with Wynn in organizing and operating a new distributorship to be financed by Wynn to take over plaintiff's distributorship business; that Wynn would cancel plaintiff as a distributor; and that Voisard would seek and induce plaintiff's sales representatives to enter the service of the new distributorship. In their answers, defendants deny these allegations of conspiratorial conduct.

Wynn's officers and executives set up the operations in Illinois of Wynn's wholly owned subsidiary, Friction Proofing Supply Inc. This subsidiary became qualified to do business in Illinois on July 9, 1970 and withdrew from Illinois on June 17, 1971. Wynn has never been licensed to do business in Illinois and at the time the instant action was filed did not have a subsidiary or resident agent for process present in the Northern District of Illinois.

The defendant Wynn in support of the instant motion contends:

  (1) Wynn does not transact business in this District
      pursuant to the requirements for venue under
      Section 12 of the Clayton Act (15 U.S.C. § 22).
    (A) Wynn's distributors in Illinois have a
    principal to principal relationship to Wynn. Thus
    the defendant Wynn exerts no control over its
    distributors and the business activity of the
    distributors should not be construed as that of the
    defendant Wynn.
    (B) The defendant is not transacting business in
    this District through its distributors or through
    the sale of its products by the distributors.
  (2) The personal jurisdiction and venue objection
      raised by Wynn are not cured by the general venue
      provision of 28 U.S.C. § 1391(b).

The plaintiff in opposition to the instant motion contends:

  (1) Venue and hence personal jurisdiction are proper
      in the Northern District of Illinois under
      Section 12 of the Clayton Act since Wynn
      transacted business ...

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