The U.S. Supreme Court recently affirmed the proposition
that in order to have standing as a plaintiff in antitrust
proceedings, the party must have suffered direct injuries as
the result of antitrust violations and be the proper plaintiff
to bring the action. Associated General Contractors v.
California State Council of Carpenters, 459 U.S. 519, 103 S.Ct.
897, 74 L.Ed.2d 723 (1983). In the instant case Stanley alleges
antitrust violations directed at GHR, and asserts harm to
himself only as a result of activities by Continental aimed at
GHR. As Stanley alleges injuries which were the indirect result
of antitrust violations, and acknowledges that any antitrust
activities that may have occurred were primarily directed at
GHR, the Court finds that Stanley is not the "appropriate
antitrust enforcer" and Counts I-III of his counterclaim must
be dismissed because he lacks standing.
Count IV of the counterclaim alleges violations of the Bank
Holding Company Act, 12 U.S.C.A. § 1971 et seq., particularly
subparagraphs (C) and (E) of § 1972(1). In asserting his
standing to proceed on this count, Stanley relies on the
judicial interpretation of "customer" for the purposes of this
act. In an analogous case, the Fifth Circuit held that
stockholders of a corporation who were guarantors of a loan
made to the corporation had standing to bring suit under the
Bank Holding Company Act. Swerdloff v. Miami National Bank,
584 F.2d 54 (5th Cir. 1978). In reaching this decision the court
examined the legislative history of the Act and looked at the
plain meaning and usage of the word "customer." The court
concluded that the legislature intended the protections of the
BHCA to extend to stockholders of closely held corporations who
guaranteed the obligations of the corporation. 584 F.2d at 59.
This Court agrees with the holding of the Fifth Circuit, and
concludes that Stanley, as a stockholder and guarantor, has
standing to pursue his counterclaim under the BHCA.
Although Counts V through VIII allege different actions on
Continental's part, the central issue is whether Stanley has
standing to maintain these common law claims. All of these
Counts allege actions directed primarily at GHR, and only
incidentally at Stanley. Stanley asserts that the same factual
situation which has given rise to a cause of action for the
corporation can given rise to separate and distinct causes of
action on his behalf.
Stanley relies for his authority on two cases, Buschmann v.
Professional Men's Association, 405 F.2d 659 (7th Cir. 1969),
and Empire Life Insurance Co. of America v. Valdak Corp.,
468 F.2d 330 (5th Cir. 1972). This Court does not disagree with the
holdings in these cases, rather we find that they are not
applicable to the instant case. In both Buschmann and Empire
the plaintiffs had a contractual relationship with the
defendants that was separate from that of the corporation. In
both cases the harm that the plaintiffs alleged was different
in kind than that suffered by the corporations and arose from
the plaintiff's direct contractual relationship with the
In the instant case, the actions Stanley alleges in Counts
V-VIII are directed at GHR, and based on Continental's
contractual relationship with GHR. The injuries allegedly
suffered by Stanley are the result of injuries allegedly
suffered by GHR, not based on any independent contractual
relationship Stanley had with Continental.
This Court follows the established rule that when the injury
alleged is to the corporation, the cause of action accrues to
the corporation, not the stockholders. Siderius, Inc. v.
Sriberg, 16 Mass. App. 962, 452 N.E.2d 259 (1983). While this
rule does not apply where the stockholder shows a violation of
a duty owed directly to him, this exception does not arise
merely because the acts result in damage to both the
corporation and the shareholder. Schaffer v. Universal Rundle
Corp., 397 F.2d 893, 896 (5th Cir. 1968).
In his counterclaims for Counts V-VIII, Stanley has not
pleaded independent causes of action. Instead, he has pleaded
corporate causes of action in his name. The Court holds that
Stanley does not have standing to maintain Counts V-VIII of
For the above-stated reasons the Court grants the motion to
dismiss Counts I, II, III, V, VI, VII, and VIII of the
counterclaim and denies the motion to dismiss Count IV of the
IT IS SO ORDERED.