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EURAMCA ECOSYSTEMS v. ROEDIGER PITISBURGH

February 22, 1984

EURAMCA ECOSYSTEMS, INC., PLAINTIFF,
v.
ROEDIGER PITTSBURGH, INC., ROEDIGER ANLAGENBAU GMBH & CO., WILHELM ROEDIGER GMBH & CO., ROEDIGER AG, TECHTRANSFER GMBH & CO., PIERRE CH. FROSSARD, HANS G. KONSTANDT AND WALTER ROEDIGER, DEFENDANTS.



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

  MEMORANDUM OPINION AND ORDER

Plaintiff and counter-defendant Euramca Ecosystems, Inc. ("Euramca") sued Roediger Pittsburgh, Inc., Roediger Anlagenbau GmbH & Co., Wilhelm Roediger GmbH & Co., Roediger AG, Techtransfer GmbH & Co., Pierre Ch. Frossard, Hans G. Konstandt and Walter Roediger,*fn1 alleging violations of section 1 of the Sherman Act, 15 U.S.C. § 1, sections 2(a), 2(e) of the Robinson-Patman Act, 15 U.S.C. § 13(a) and 13(e), and § 3 of the Clayton Act, 15 U.S.C. § 14, as well as pendent non-federal claims for breach of contract, breach of fiduciary duty, quantum meruit and interference with contractual relations. Defendant Roediger Pittsburgh filed a counterclaim against Euramca, seeking judgment on a loan dated June 30, 1980, and alleging the breach of another agreement between the parties. Jurisdiction for Euramca's claims is asserted pursuant to sections 4 and 16 of the Clayton Act, 15 U.S.C. § 15 and 26.

Presently before the Court is defendants' motion for partial summary judgment with respect to Counts I, III and IV.*fn2 For reasons set forth below, defendants' motion is granted in part and denied in part.*fn3

In 1977, Euramca and Roediger AG entered into an agreement granting Euramca exclusive representation and distributorship in North America of "the Roediger program" for five years. Roediger Anlagenbau manufactures waste water decontamination equipment in West Germany, and Euramca has alleged that Techtransfer GmbH, Roediger AG and Wilhelm Roediger GmbH provide support services to Roediger Anlagenbau. The relationship between the parties ended in May of 1981. Euramca claims that defendants engaged in a variety of unlawful conduct during the course of the parties' relationship, which is set forth in greater detail below.

The Seventh Circuit has observed that "[w]ith the ever increasing burden upon the judiciary, persuasive reasons exist for the utilization of summary judgment procedure whenever appropriate." Kirk v. Home Indemnity Co., 431 F.2d 554, 560 (7th Cir. 1970). The basic purpose of the summary judgment procedure is to allow the Court to determine whether there are any factual disputes which require resolution by trial. "[The] party moving for summary judgment has the burden of clearly establishing the non-existence of any genuine issue of fact that is material to a judgment in his favor." Cedillo v. International Association of Bridge & Structural Iron Workers, Local Union No. 1, 603 F.2d 7, 10 (7th Cir. 1979). Any doubts as to the existence of material issues of fact must be resolved against the moving party. Moutoux v. Gulling Auto Electric, Inc., 295 F.2d 573, 576 (7th Cir. 1961). However, while the non-moving party is entitled to all reasonable inferences that can be made in its favor from the evidence presented, United States v. Diebold, Inc., 369 U.S. 654, 655, 82 S.Ct. 993, 994, 8 L.Ed.2d 176 (1962), it must affirmatively set forth specific facts by affidavit or otherwise demonstrate the existence of issues which must be decided at trial. First National Bank of Arizona v. Cities Service Co., 391 U.S. 253, 289-90, 88 S.Ct. 1575, 1592-93, 20 L.Ed.2d 569 (1968).

Count I

Euramca claims in Count I that defendants demanded that it accept different price terms, prices and credit terms than those offered to defendants' other customers. Defendants also allegedly sold, leased, discounted or contracted to sell their product to others on condition that they refrain from dealing with Euramca and engaged in vertical price fixing. This conduct, according to Euramca, constitutes a conspiracy in restraint of trade, in violation of section 1 of the Sherman Act, 15 U.S.C. § 1,*fn4 and also violates §§ 2(a) and 2(e) of the Robinson-Patman Act, 15 U.S.C. § 13(a) and 13(e), and § 3 of the Clayton Act, 15 U.S.C. § 14. Defendants have made a variety of arguments in support of their motion for summary judgment with respect to Count I, to which we now turn.

Sherman Act Claims

Defendants' claims that the functional integration of all of the Roediger companies, which are asserted to be commonly owned in whole or part by Walter and Hanns Roediger, precludes a finding of an antitrust conspiracy among them. Moreover, they claim that there is no evidence that defendants' alleged conduct caused an actual or probable anticompetitive effect.

A. Antitrust Conspiracy

Intra-enterprise conspiracy raises a number of difficult issues. It is settled that two separately incorporated subsidiaries within the same corporate family can conspire in restraint of trade. Kiefer-Stewart Co. v. Joseph E. Seagram & Sons, Inc., 340 U.S. 211, 215, 71 S.Ct. 259, 261, 95 L.Ed. 219 (1951). According to the Seventh Circuit, each case must be decided on its particular facts, taking into account

  the extent of the integration of ownership,
  whether the two corporations have separate
  managerial staffs . . . the extent to which
  significant efficiencies would be sacrificed if
  they were required to act as two firms, their
  history, whether they functioned as separate
  firms before being partially integrated, and
  finally, the extent to which they may, acting as
  one, wield market power which they would not
  possess if viewed as separate firms.

Photovest Corp. v. Fotomat Corp., 606 F.2d 704, 726 (7th Cir. 1979), cert. denied, 445 U.S. 917, 100 S.Ct. 1278, 63 L.Ed.2d 601 (1980). The ultimate question is whether there is enough separation between the two entities to treat them under the law as two independent actors, and the answer is usually to be found in empirical evidence which is amenable to development at trial. Independence Tube Corp. v. Copperweld Corp., 691 F.2d 310, 318 (7th Cir. 1982), cert. granted, ___ U.S. ___, 103 S.Ct. 3109, 77 L.Ed.2d 1365 (1983).

However, in this case, such empirical evidence may not be required at trial. Defendants point to a portion of Euramca's complaint, which ...


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