The opinion of the court was delivered by: Shadur, District Judge.
MEMORANDUM OPINION AND ORDER
Allegations of the Complaint*fn2
From 1968 until late October 1981 Car Carriers and Clark
hauled all new Ford automobiles from Ford's assembly plants
and railheads in Chicago. Though Clark may have provided
haulaway transportation for other automobile producers as
well, Car Carriers served only Ford. As to their Chicago
traffic*fn3 both carriers operated under carrier authority
issued by both the Interstate and Illinois Commerce
Commissions. Their rates were therefore subject to the
approval of those governmental bodies. Ford also "dictated and
controlled" the tariffs by threatening either to oppose any
disfavored rate applications or to take punitive action, such
as termination. Complaint ¶ 19(d).
Some time during the mid-1970s Ford and some of its other
carriers, including Nu-Car, E & L Transport Company ("E & L
Transport"), Motor Convoy, Inc. ("Motor Convoy"), Auto Convoy
Co. ("Auto Convoy") and Associated Transport, Inc.
("Associated"),*fn4 embarked on a campaign to terminate Car
Carriers, Clark and some other carriers then serving Ford*fn5
and to force them to sell their businesses at cut-rate prices.
That predatory scheme had five operative elements:
1. Ford induced each target carrier to invest
heavily in new tractor-trailer rigs, real estate
and new terminal facilities "with the promise of
additional transportation traffic and complete
agreement with increased tariff rates necessary
to pay for" those acquisitions. Complaint ¶¶ 19(b)
2. Ford then precluded those carriers from
obtaining rate increases sufficient to operate
their expanded businesses profitably. Complaint
¶¶ 19(d) and (e).
3. With the cooperation of the non-target
carriers, Ford "[i]nterfered with and prevented
target haulaway carriers and their affiliates
from selling their businesses and assets as going
business concerns or prevented target haulaway
carriers from consolidation or merger with other
carriers." Complaint ¶ 19(h).
4. Ford then terminated its relationship with
the disfavored carriers, assigning their traffic
to the co-conspirator carriers.
5. At that point the favored carriers were in
the position of acquiring the assets of the
target carriers at distress prices. Complaint
Though Car Carriers' demise generally tracked this scenario,
some elaboration of its victimization is instructive. At the
inception of the conspiracy in 1975, Ford directed Byrne to
sell Car Carriers to someone who would not seek tariff rates
as high as those sought by Car Carriers. Byrne then attempted
to sell Car Carriers to co-conspirator E & L Transport. After
they had executed a letter of intent, Ford induced E & L
Transport to renege on the
deal by threatening to withhold Car Carriers' Chicago traffic
from E & L Transport.
In 1977 and 1978 Ford ordered Car Carriers to purchase 80
new tractor-trailer rigs for $6 million, promising sufficient
rate hikes to recover that investment. Though Car Carriers
acceded to the demand, Ford thereupon stymied Car Carriers'
efforts to obtain regulatory approval for the tariff
In late 1979 Car Carriers attempted to bolster its financial
posture by acquiring ATI, another target carrier. Ford not
only blocked that consolidation initiative but also terminated
ATI. Initially Ford divided ATI's business among Nu-Car, E &
L Transport, Car Carriers and Clark. But within three months
Ford transferred Car Carriers' share to E & L Transport.
In the summer of 1981 Ford solicited bid proposals from Car
Carriers and other Ford Carriers for its Chicago haulaway
business, all of which had been allocated to either Car
Carriers or Clark. Ford awarded the business to Nu-Car "on the