The opinion of the court was delivered by: Bua, District Judge.
Before the Court is plaintiff Continental Bank's motion to
dismiss defendant John R. Stanley's counterclaims. Defendant
Stanley has pleaded eight counterclaims: Counts I-III allege
violations of Section 1 of the Sherman Antitrust Act,
15 U.S.C. § 1; Count IV alleges violations of the Bank Holding
Company Act Amendments of 1970 (BHCA), 12 U.S.C.A. § 1971 et
seq.; Count V alleges unlawful duress; Count VI alleges breach
of fiduciary duty; Count VII alleges tortious interference with
GHR's business; and Count VIII alleges unjust enrichment.
Continental bases its motion to dismiss these counterclaims
on John R. Stanley's lack of standing. Continental states that
the counterclaims allege damage to companies of which Stanley
is a stockholder, not to Stanley. For the reasons stated
herein, Continental's motion is granted in part and denied in
This suit has been brought by Continental individually and
as loan agent for thirteen other banks against John R. Stanley
to recover on Stanley's personal guaranty in connection with
loans made by Continental and the other banks to four
companies controlled by Stanley.
The complaint alleges that Continental and the other banks
loaned the four companies, GHR Energy Corporation, GHR
Pipeline Corporation, GHR Transmission Corporation, and
Southern Petroleum Trading Company, Ltd., the principal amount
of $750 million, and that pursuant to that loan agreement
Stanley guaranteed the payment of GHR's obligations. The
complaint further alleges that GHR is in default in its
repayment of the loans in the amount of approximately $413
million. Accordingly, judgment is sought against Stanley on
his guaranty for the unpaid principal and interest.
Stanley has, in his answer, interposed various affirmative
defenses and asserted the aforementioned counterclaims. John
R. Stanley is, directly or indirectly, the controlling
shareholder of the companies to which Continental made the
In determining whether Stanley can maintain the antitrust
counterclaims (Counts I-III), the Court must find that Stanley
suffered an antitrust injury and that he is the party who can
most efficiently vindicate the purposes of the antitrust laws.
In re Industrial Gas Antitrust Litigation, 681 F.2d 514, 516-17
(7th Cir. 1982).
Stanley argues that the injuries suffered by him are the
result of his direct contractual relationship with the bank,
and that the injuries, although arising from the same facts
and circumstances, are separate and distinct from the injuries
suffered by the GHR Companies. However, a close reading of
these Counts of the counterclaim indicates that the harm and
actions alleged were directed not at Stanley, but at the GHR
This Court does not decide now whether Stanley was the
victim of an antitrust injury or not, for it is apparent that
Stanley is not the "appropriate antitrust enforcer." "[A]
determination of antitrust standing should focus not only on
whether there has been an `antitrust injury,' but also whether
the particular plaintiff is the appropriate antitrust
enforcer. . . An appropriate balance is achieved by granting
standing only to those who, as consumers or competitors,
suffer immediate injuries with respect to their business or
property, while excluding persons whose injuries were more
indirectly caused by the antitrust conduct." In re Industrial
Gas Antitrust Litigation, 681 F.2d at 520.
The injuries Stanley alleges are directly to GHR and
indirectly to himself. The "separate and distinct" injuries
that Stanley alleges are the result of antitrust injuries to
GHR, and only incidentally effect Stanley as a stockholder and
guarantor. If there is an antitrust injury, it is to GHR, not
to Stanley, and GHR is the "appropriate antitrust
The cases cited by Stanley that allow a stockholder standing
to sue on antitrust violations are distinguishable from the
instant case. In general, those cases allow standing for
direct injuries to the stockholder, not for injuries derived
from injuries to the corporation. Kolb v. Chrysler Corp.,
357 F. Supp. 504 (E.D.Wisc. 1973), W. Clay Jackson Enterprises v.
Greyhound Leasing, 463 F. Supp. 666 (D.P.R. 1979). Others grant
standing under the Automobile Dealers' Day in Court Act, which
is inapposite as it contains a unique broad definition of
"automobile dealer" for the purposes of standing. DeValk
Lincoln Mercury, Inc. v. Ford Motor Company, 550 F. Supp. 1199
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 ...