Case 2:12-md-02311-SFC-RSW ECF No. 2192-7, PageID.39785 Filed 03/17/22 Page 1 of 9
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`EXHIBIT C
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`Case 2:12-md-02311-SFC-RSW ECF No. 2192-7, PageID.39786 Filed 03/17/22 Page 2 of 9
`
`In re Automotive Parts Antitrust Litigation, 997 F.3d 677 (2021)
`2021-1 Trade Cases P 81,653
`
`
`
`
`997 F.3d 677
`United States Court of Appeals, Sixth Circuit.
`
`
`
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`
`
`Under federal antitrust law, private plaintiff
`generally must be direct purchaser to have
`suffered injury and thus have standing to sue
`manufacturer or supplier.
`
`
`
`
`Antitrust and Trade Regulation Indirect
`purchasers
`
`An indirect purchaser might have standing to
`sue a manufacturer or supplier under federal
`antitrust
`law
`if
`it purchased
`from
`an
`intermediary that was owned or controlled by
`the ultimate seller.
`
`
`
`
`Federal Courts Compromise and Settlement
`
`The Court of Appeals reviews a district court’s
`denial of a motion to enforce a settlement
`agreement for an abuse of discretion.
`
`
`
`
`Federal Courts Abuse of discretion in general
`
`A district court abuses its discretion when it
`applies the incorrect legal standard, misapplies
`the correct legal standard, or relies upon clearly
`erroneous findings of fact.
`
`
`
`
`Federal Courts Compromise and Settlement
`
`Where the issue involves the interpretation of a
`settlement agreement, the Court of Appeals’
`review of the district court’s determination is de
`
`1
`
`IN RE: AUTOMOTIVE PARTS ANTITRUST
`LITIGATION and In re: Anti-Vibrational Rubber
`Parts Cases, End-Payor Actions.
`Direct Purchaser Plaintiffs, Interested
`Parties-Appellees,
`v.
`Yamashita Rubber Company, Ltd.; YUSA
`Corporation; DTR Industries, Inc.; Bridgestone
`Corporation; Bridgestone APM Company; Toyo
`Tire & Rubber Company, Ltd.; Toyo Tire North
`America OE Sales LLC; Toyo Automotive Parts
`(USA), Inc., Sumitomo Riko Company Limited,
`fna Tokai Rubber Industries, Ltd.,
`Defendants-Appellants.
`
`No. 20-1599
`|
`Argued: March 11, 2021
`|
`Decided and Filed: May 14, 2021
`
`Synopsis
`Background: Purported direct purchasers of automotive
`anti-vibration rubber parts brought putative antitrust class
`action against manufacturers. The United States District
`Court for the Eastern District of Michigan, Marianne O.
`Battani, Senior District Judge, denied manufacturers’
`motion to enforce prior settlement agreement against
`purchasers. Manufacturers appealed.
`
`
`[Holding:] The Court of Appeals, Bush, Circuit Judge,
`held that settlement agreement in prior class action barred
`this action.
`
`
`
`Reversed and remanded.
`
`
`Procedural Posture(s): On Appeal; Motion to Enforce
`Settlement.
`
`
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`West Headnotes (17)
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`[1]
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`[2]
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`[3]
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`[4]
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`[5]
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`Antitrust and Trade Regulation Indirect
`purchasers
` © 2022 Thomson Reuters. No claim to original U.S. Government Works.
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`Case 2:12-md-02311-SFC-RSW ECF No. 2192-7, PageID.39787 Filed 03/17/22 Page 3 of 9
`
`In re Automotive Parts Antitrust Litigation, 997 F.3d 677 (2021)
`2021-1 Trade Cases P 81,653
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`novo.
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`[6]
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`[7]
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`[8]
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`Federal Courts Contracts
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`If contractual language is unclear or susceptible
`to multiple meanings, interpretation becomes a
`question of fact subject to appellate review for
`clear error.
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`Compromise, Settlement, and
`Release Contractual Nature and Requisites in
`General
`
`A settlement agreement is a contract governed
`by principles of state contract law.
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`Intention of Parties
`
`Contracts
`
`Under Michigan law, the primary goal of
`contract interpretation is to honor the intent of
`the parties.
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`[9]
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`Contracts Construction as a whole
`
`Under Michigan law, a court interpreting a
`contract must read the contract as a whole.
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`and understood in their plain, ordinary, and
`popular sense.
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`[11]
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`Intention of Parties
`
`Contracts
`
`Under Michigan law, a court interpreting a
`contract is governed by what the parties said and
`did, and not merely by their unexpressed
`subjective intent.
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`[12]
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`Compromise, Settlement, and
`Release Persons Affected
`
`Under Michigan law, settlement agreement in
`prior class action antitrust suit, which released
`all past and future claims of settlement class
`consisting of all
`indirect purchasers of
`automotive
`anti-vibration
`rubber
`parts
`manufactured by or sold by manufacturers or
`any current or
`former subsidiary of
`the
`manufacturers, applied to bar purported “direct
`purchasers” of automotive anti-vibration rubber
`parts from bringing anti-trust suit against
`manufacturers, where purchasers conceded that
`they did not purchase parts immediately from
`manufacturers or subsidiaries, and that their
`purchases were two or more steps removed from
`the alleged anti-trust violators.
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`[13]
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`Contracts Language of Instrument
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`Under Michigan law, a court interpreting a
`contract can look to dictionary definitions to
`find the plain and ordinary meaning of terms
`and phrases that are not defined in the contract.
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`[10]
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`Contracts Language of Instrument
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`Under Michigan law, if contractual language is
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`clear and unambiguous, terms are to be taken
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` © 2022 Thomson Reuters. No claim to original U.S. Government Works.
`WESTLAW
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`Case 2:12-md-02311-SFC-RSW ECF No. 2192-7, PageID.39788 Filed 03/17/22 Page 4 of 9
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`In re Automotive Parts Antitrust Litigation, 997 F.3d 677 (2021)
`2021-1 Trade Cases P 81,653
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`[14]
`
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`Antitrust and Trade Regulation Indirect
`purchasers
`
`For purposes of federal antitrust law, “direct
`purchasers” are those who buy immediately
`from alleged antitrust violators, and “indirect
`purchasers” are those who are two or more steps
`removed from the violator in distribution chain.
`
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`[15]
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`Antitrust and Trade Regulation Indirect
`purchasers
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`the
`to
`The ownership-or-control exception
`general rule that only direct purchasers have
`standing to sue manufacturer or supplier for
`federal antitrust violations permits courts to treat
`indirect purchasers from intermediary that is
`owned or controlled by manufacturer or supplier
`as direct purchasers for standing purposes so
`that antitrust violators cannot simply integrate
`vertically to escape federal antitrust liability.
`
`
`
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`[16]
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`Evidence Showing Intent of Parties as to
`Subject Matter
`
`Under Michigan law, courts are prohibited from
`considering extrinsic evidence to determine the
`parties’ intent when the contract language is
`clear and unambiguous.
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`[17]
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`Contracts Application to Contracts in General
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`Under Michigan law, where the language in the
`contract is clear and unambiguous, a court
`interpreting it looks only within the four corners
`of the relevant contract to accomplish that task.
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`*678 Appeal from the United States District Court for the
`Eastern District of Michigan
`at Detroit. Nos.
`2:12-md-02311; 2:13-cv-00803—Marianne O. Battani,
`District Judge.
`
`Attorneys and Law Firms
`
`ARGUED: Zachary D. Tripp, WEIL, GOTSHAL &
`MANGES LLP, Washington, D.C., for Appellants. David
`H. Fink, FINK BRESSACK, Bloomfield Hills, Michigan,
`for Appellees. ON BRIEF: Zachary D. Tripp, WEIL,
`GOTSHAL & MANGES LLP, Washington, D.C., Adam
`C. Hemlock, David Yolkut, WEIL, GOTSHAL &
`MANGES LLP, New York, New York, Frederick R.
`Juckniess, JUCKNIESS LAW FIRM PLC, Ann Arbor,
`Michigan, Matthew J. Turchyn, HERTZ SCHRAM PC,
`Bloomfield Hills, Michigan, Robert N. Hochman,
`SIDLEY AUSTIN LLP, Chicago, Illinois, Joanne G.
`Swanson, KERR, RUSSELL AND WEBER, PLC,
`Detroit, Michigan, J. Clayton Everett, Jr., MORGAN,
`LEWIS & BOCKIUS LLP, Washington, D.C., Larry J.
`Saylor, MILLER, CANFIELD, PADDOCK & STONE
`P.L.C., Detroit, Michigan, for Appellants. David H. Fink,
`Nathan J. Fink, FINK BRESSACK, Bloomfield Hills,
`Michigan, for Appellees.
`
`Before: BATCHELDER, GRIFFIN, and BUSH, Circuit
`Judges.
`
`
`
`
`
`OPINION
`
`JOHN K. BUSH, Circuit Judge.
`
`*679 [1] [2]Under federal antitrust law, a private plaintiff
`generally must be a “direct purchaser” to have suffered
`injury and thus have standing to sue a manufacturer or
`supplier. In
`Illinois Brick Co. v. Illinois, however, the
`Supreme Court
`recognized an exception
`to
`the
`direct-purchaser rule, holding that an “indirect purchaser”
`might have standing to sue if it purchased from an
`intermediary that was “owned or controlled” by the
`ultimate seller.
`431 U.S. 720, 97 S.Ct. 2061, 52
`L.Ed.2d 707 (1977). The present dispute raises the
`question whether
`Illinois Brick has any effect on the
`interpretation of certain antitrust class-action settlement
`
`
`
`
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`WESTLAW
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` © 2022 Thomson Reuters. No claim to original U.S. Government Works.
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`3
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`Case 2:12-md-02311-SFC-RSW ECF No. 2192-7, PageID.39789 Filed 03/17/22 Page 5 of 9
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`for all direct purchasers and specific indirect purchasers.
`
`
`judgments
`final
`the district court entered
`Before
`approving the settlement agreements in the end-payor
`lawsuit, Jerry Anderson, Laura LaRue, and Christopher
`Lee filed a separate putative class action against the same
`manufacturers and suppliers defending the end-payor
`litigation, in the same court, in front of the same judge.2
`As Plaintiffs in that new lawsuit, they seek money
`damages under the Clayton Act on behalf of a putative
`class of all “direct purchasers” of anti-vibration rubber
`parts.
`
`
`Specifically, Plaintiffs allege that they purchased parts
`“from an entity of which one of the Defendants is the
`ultimate parent.” Of note, the entity that Plaintiffs
`allegedly purchased parts from is not a defendant in their
`direct-purchaser lawsuit or the end-payor lawsuit. They
`purchased anti-vibration rubber parts from a Firestone
`repair shop (Bridgestone Retail Operations, dba Firestone
`Complete Auto Care), which is owned by Bridgestone
`Americas, a subsidiary of one of the defendants in both
`lawsuits, Bridgestone Corporation. The trial record also
`reflects that Plaintiffs purchased from a couple of other
`retail shops, “Tires Plus” and “Wheel Works,” which too
`are allegedly “part of the Bridgestone ... family.” Like the
`end-payor class, Plaintiffs claim
`that Defendants
`conspired to raise prices for anti-vibration rubber parts
`and passed down the increased costs to their putative class
`of direct purchasers.
`
`
`Soon after Plaintiffs filed the direct-purchaser lawsuit, the
`district court entered final judgments approving the
`settlement agreements in the end-payor lawsuit. In doing
`so, the court enjoined all settlement class members from
`“commencing, prosecuting, or continuing ... any and all
`claims” arising out of or relating to the released claims.
`
`
`About a year later, after Plaintiffs filed their first
`discovery
`request
`in
`the direct-purchaser
`lawsuit,
`Defendants filed a motion to enforce the judgments from
`the *681 end-payor lawsuit against Plaintiffs. They asked
`the district court to enjoin Plaintiffs from litigating their
`claims
`in
`the direct-purchaser
`lawsuit because
`the
`settlement agreements
`in
`the end-payor
`lawsuits
`prohibited Plaintiffs, as
`indirect purchasers,
`from
`maintaining
`their
`federal antitrust claims against
`Defendants. The district court denied the motion because,
`in its view, Plaintiffs were properly considered direct
`purchasers under the ownership-or-control exception to
`Illinois Brick. It also reasoned that
`the standing rule of
`Defendants’ litigation tactics and other post-settlement
`actions tipped the scales of justice in Plaintiffs’ favor.
`Defendants appeal.
`
`4
`
`In re Automotive Parts Antitrust Litigation, 997 F.3d 677 (2021)
`2021-1 Trade Cases P 81,653
`
`agreements under Michigan law.
`
`
`Illinois Brick to address
`Specifically, we consider
`purchased
`automotive
`whether
`Plaintiffs, who
`anti-vibration rubber parts, are barred from maintaining a
`purported direct-purchaser class-action lawsuit against the
`manufacturers and sellers of those parts. Defendants argue
`that Plaintiffs settled all their claims as part of a class
`composed of certain “persons and entities”
`that
`“indirectly purchased” anti-vibration
`rubber parts.
`Plaintiffs argue that, in accordance with
`Illinois Brick,
`they are not part of the settlement class because they
`purchased “directly” from subsidiaries of a manufacturer.
`As explained below, regardless of whether
`Illinois
`Brick applies to Plaintiffs’ underlying claims, Plaintiffs fit
`within the class definition because they “indirectly
`purchased” parts under
`the plain meaning of
`the
`settlement agreements. Their suit is therefore barred by
`those agreements. We reverse the district court’s contrary
`holding.
`
`
`
`I.
`
`This appeal is part of the litigation that arose from the
`manufacture and sale of automotive anti-vibration rubber
`parts. Those parts are used, as their name suggests, to
`absorb and reduce vibration transmission in various
`sections of a vehicle. In 2013, a putative class of
`anti-vibration rubber part purchasers, referred to as
`end-payor purchasers, sued several manufacturers and
`suppliers, alleging that they conspired to fix prices of
`anti-vibration *680 rubber parts.1 The end payors brought
`claims under the Clayton Act, 15 U.S.C. § 26, for
`violations of the Sherman Act,
`15 U.S.C. § 1 et seq.
`They also sued under certain state antitrust laws.
`
`
`The end-payor litigation settled in 2016 and 2017, after
`the district court certified a nationwide settlement class
`comprising persons and entities who indirectly purchased
`anti-vibration rubber parts that were manufactured or sold
`by the defendant manufacturers and suppliers. Notably,
`the settlement class excludes persons or entities who
`purchased parts directly or for resale. In total, the
`defendants agreed to pay $80.4 million to the settlement
`class. In exchange for that sum, the class members
`“completely released, acquitted, and forever discharged ...
`any and all claims” against the defendants arising out of
`or relating to the conduct alleged in the complaint. The
`agreements bind all settlement class members except
`those who timely opted out. Finally, the agreements
`contain a list of exclusions from the releases, including
` © 2022 Thomson Reuters. No claim to original U.S. Government Works.
`WESTLAW
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`Case 2:12-md-02311-SFC-RSW ECF No. 2192-7, PageID.39790 Filed 03/17/22 Page 6 of 9
`
`In re Automotive Parts Antitrust Litigation, 997 F.3d 677 (2021)
`2021-1 Trade Cases P 81,653
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`II.
`
`[3] [4] [5] [6]We review a district court’s denial of a motion
`to enforce a settlement agreement for an abuse of
`Therma-Scan, Inc. v. Thermoscan, Inc.,
`discretion.
`217 F.3d 414, 419 (6th Cir. 2000). “A district court
`abuses its discretion when it applies the incorrect legal
`standard, misapplies the correct legal standard, or relies
`upon clearly erroneous findings of fact.” United States
`v. Fowler, 819 F.3d 298, 303 (6th Cir. 2016) (quoting
`United States v. Bridgewater, 606 F.3d 258, 260 (6th Cir.
`2010)). Where, as here,
`the
`issue
`involves
`the
`interpretation of a settlement agreement, our review is de
`0
`novo.
`Golden v. Kelsey-Hayes Co., 73 F.3d 648,
`653 (6th Cir. 1996). But if contractual language is
`“unclear
`or
`susceptible
`to multiple meanings,
`interpretation becomes a question of fact” subject to
`review for clear error.
`Solo v. United Parcel Serv. Co.,
`819 F.3d 788, 794 (6th Cir. 2016) (quoting
`Port
`Huron Educ. Assn. v. Port Huron Area Sch. Dist., 452
`Mich. 309, 550 N.W.2d 228, 237 (1996)).
`
`
`
`III.
`
`
`
`
`
`what the parties said and did, and not merely by their
`unexpressed subjective intent.” Fletcher v. Bd. of Educ. of
`Sch. Dist. Fractional No. 5, 323 Mich. 343, 348, 35
`N.W.2d 177 (1948).
`
`[12]Read in light of those rules, the settlement agreements
`clearly
`and unambiguously
`bar Plaintiffs
`from
`maintaining their direct-purchaser lawsuit. The district
`court’s contrary legal determination was incorrect and
`thus an abuse of discretion.
`
`
`First, we consider the relevant contractual language.3 The
`agreements release all *682 the past and future claims of
`the settlement class. The settlement class includes:
`
`All persons and entities that, from
`March 1, 1996
`through
`the
`Execution Date, purchased or
`leased a new Vehicle in the United
`States not
`for
`resale, which
`included
`one
`or
`more
`Anti-Vibration Rubber Part(s) as a
`component part, or
`indirectly
`purchased
`one
`or
`more
`Anti-Vibration Rubber Part(s) as a
`replacement part, which were
`manufactured or
`sold
`by
`a
`Defendant, any current or former
`subsidiary of a Defendant, or any
`co-conspirator of a Defendant.
`
`That definition excludes those persons and entities that
`A. THE SETTLEMENT AGREEMENTS
`purchased anti-vibration rubber parts “directly or for
`[7]The only issue on appeal is whether the settlement
`resale.” If Plaintiffs are indirect purchasers who did not
`agreements bar Plaintiffs
`from maintaining
`their
`timely elect to be excluded from the settlement class, the
`direct-purchaser lawsuit. A settlement agreement is a
`settlement agreements bar their direct-purchaser lawsuit.4
`contract governed by principles of state contract law, here
`But,
`if
`they are direct purchasers,
`the settlement
`Michigan law. See Converge, Inc. v. Topy Am., Inc., 316
`agreements cannot stand in their way.
`F. App’x 401, 404–05 (6th Cir. 2009);
`Kloian v.
`
`Domino’s Pizza L.L.C., 273 Mich. App. 449, 452, 733
`[13]The settlement agreements do not define “indirectly
`N.W.2d 766 (2006). So this case simply requires us to
`purchased” or “directly purchased,” or any variation of
`apply that law to interpret the parties’ contracts.
`those phrases. Those omissions, however, do not make
`
`the agreements ambiguous. See McGrath v. Allstate
`[8] [9] [10] [11]Under Michigan law, “[t]he primary goal of
`Ins. Co., 290 Mich. App. 434, 439, 802 N.W.2d 619
`contract interpretation is to honor the intent of the
`(2010) (“A[ ] ... contract is not ambiguous merely because
`parties.” Old Kent Bank v. Sobczak, 243 Mich. App. 57,
`a term is not defined in the contract.”). We can look to the
`63, 620 N.W.2d 663 (2000). To achieve that goal, we
`plain and ordinary meaning of those terms and phrases as
`must read the contract as a whole. Id. If the contractual
`language is “clear and unambiguous, the terms are to be
`described in dictionary definitions.
`Id. “Direct” means
`taken and understood in their plain, ordinary, and popular
`“[s]traightforward, uninterrupted, immediate”; “[e]ffected
`sense.” Michigan Mut. Ins. Co. v. Dowell, 204 Mich. App.
`or existing without intermediation or intervening agency;
`81, 87, 514 N.W.2d 185 (1994). We “are governed by
`immediate.” Direct, Oxford English Dictionary (2d ed.
` © 2022 Thomson Reuters. No claim to original U.S. Government Works.
`5
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`Case 2:12-md-02311-SFC-RSW ECF No. 2192-7, PageID.39791 Filed 03/17/22 Page 7 of 9
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`In re Automotive Parts Antitrust Litigation, 997 F.3d 677 (2021)
`2021-1 Trade Cases P 81,653
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`1989); see also Direct, Webster’s Third New International
`Dictionary (1986) (“immediate”; “stemming immediately
`from a source”; without an “intervening agency,
`instrumentality, [ ] influence ... or intervening step”;
`“without use of a broker or other middleman.”). And
`“indirect” is just the opposite; it means “[n]ot direct.”
`Indirect, Oxford English Dictionary (2d ed. 1989).
`
`
`Plaintiffs alleged that they purchased anti-vibration rubber
`parts from Bridgestone Retail Operations, LLC, (dba
`Firestone) and the other retailers noted, which purchased
`the parts from Bridgestone Americas, Inc., which in turn
`purchased them from the Bridgestone Corporation—one
`of the defendants and alleged antitrust violators in both
`the end-payor and direct-purchaser lawsuits. Plaintiffs’
`purchasing arrangement was not “[s]traightforward,
`uninterrupted,” or “immediate.” And it certainly was not
`“without intermediation,” an “intervening step” or a
`“middleman.” By definition then, it was not direct. It was
`indirect.
`
`[14]To the extent “indirectly” or “directly purchased” are
`used in the settlement agreements as “legal phrase[s] or
`term[s] of art,” Michigan law instructs us to further
`consider “case law explanation[s] that those familiar with
`such terms of art are held to understand.” Henderson v.
`State Farm Fire and Cas. Co., 460 Mich. 348, 357 n.9,
`596 N.W.2d 190 (1999). Examination of the relevant
`antitrust case-law explanations of the terms “indirectly”
`and “directly purchased” (or “indirect” and “direct
`purchaser”) confirms
`the plain meaning of
`the
`agreements. The Supreme Court has “consistently stated”
`that, for purposes of federal antitrust
`law, direct
`purchasers are those who buy “immediately from the
`alleged antitrust violators,” and indirect purchasers are
`those “who are two or *683 more steps removed from the
`violator in a distribution chain[.]”
`Apple Inc. v.
`Pepper, ––– U.S. ––––, 139 S. Ct. 1514, 1520, 203
`L.Ed.2d 802 (2019) (quoting
`Kansas v. UtiliCorp
`United Inc., 497 U.S. 199, 207, 110 S.Ct. 2807, 111
`L.Ed.2d 169 (1990)). Here, Plaintiffs concede that they
`did not purchase “immediately”
`from Defendant
`Bridgestone Corporation, or any of the other Defendants.
`They acknowledge that their purchases were “two or more
`steps removed” from the alleged violator.
`Id. Plaintiffs
`are thus indirect purchasers. Accordingly, they fall within
`the settlement class defined above and are barred by the
`settlement agreements from maintaining their federal
`antitrust claims as
`the named Plaintiffs
`in
`the
`direct-purchaser lawsuit.
`
`
`
`
`
`
`ILLINOIS BRICK & THE
`B.
`OWNERSHIP-OR-CONTROL EXCEPTION
`To circumvent the plain meaning, Plaintiffs argue that, as
`a matter of law, we should treat them as direct purchasers
`under
`the ownership-or-control exception
`to
`the
`antitrust-standing rule of
`Illinois Brick Co. v. Illinois.
`We find their theory unpersuasive.
`
`[15]
`Illinois Brick recognized the general rule that a
`plaintiff has no standing under federal antitrust law to sue
`an alleged antitrust violator if the plaintiff did not directly
`purchase the overcharged product from the alleged
`violator.
`431 U.S. at 729–30, 97 S.Ct. 2061. But it
`hinted that that standing rule might not apply if plaintiffs
`bought from a direct purchaser that was “owned or
`controlled” by the alleged antitrust violator.
`Id. at 736
`n.16, 97 S.Ct. 2061. That hint has since turned into an
`exception allowing an indirect purchaser to bring a federal
`antitrust suit when, for example, an alleged antitrust
`violator owns or controls its direct purchaser. See Jewish
`Hosp. Ass’n of Louisville, Ky., Inc. v. Stewart Mech.
`Enters., Inc., 628 F.2d 971, 975 (6th Cir. 1980); see also,
`e.g., Howard Hess Dental Labs. Inc. v. Dentsply Int’l,
`Inc., 424 F.3d 363, 371 (3d Cir. 2005). In practice, the
`ownership-or-control exception permits courts to treat
`indirect purchasers as direct purchasers for standing
`purposes so that antitrust violators cannot simply integrate
`vertically to escape federal antitrust liability.
`
`
`As highlighted above, Plaintiffs allege that at least some
`of Defendants are vertically integrated such that they own
`their direct purchasers. Accordingly, the argument goes,
`Plaintiffs are the only purchasers that Defendants do not
`own, and so, under the “ownership” prong of the
`ownership-or-control exception, they can proceed against
`Defendants as its direct purchasers. Defendants assert that
`Plaintiffs’ argument is irrelevant to our interpretation of
`the settlement agreement.
`
`
`We agree with Defendants. Whether Plaintiffs can
`maintain
`their direct-purchaser
`lawsuit under
`the
`ownership-or-control exception of
`Illinois Brick is a
`question of antitrust standing. See
`Trollinger v. Tyson
`Foods, Inc., 370 F.3d 602, 613–14 (6th Cir. 2004). It is
`not a question that bears on our interpretation of the
`settlement
`agreements. That Plaintiffs might be
`considered to have standing under
`Illinois Brick does
`not alter the reality that they
`indirectly purchased
`anti-vibration rubber parts from Defendant Bridgestone
`Corporation.5 See, e.g., *684 Jewish Hosp., 628 F.2d at
`975;
`Howard,
`424
`F.3d
`at
`371. The
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`ownership-or-control exception mentioned in
`Illinois
`Brick is ultimately a pragmatic carveout to a federal
`antitrust standing rule, not a redefinition of indirect
`purchaser.
`
`
`By nevertheless claiming that the exception applies to
`them, Plaintiffs concede that they are in fact indirect
`purchasers.
`How
`so? Well,
`because
`the
`ownership-or-control exception applies only to indirect
`purchasers. See Jewish Hosp., 628 F.2d at 975. If
`Plaintiffs had directly purchased anti-vibration rubber
`parts from Defendants, they would have no reason to rely
`on the exception; the settlement agreements would
`expressly permit their new lawsuit.
`
`
`What’s more, the settlement agreements include eight
`express exclusions from the class-wide releases, none of
`which references this ownership-or-control exception.
`The exclusions allow only certain indirect purchasers to
`bring federal antitrust claims against Defendants. See
`Bridgestone Settlement Agreement, R. 265-2 at PageID
`9859–60 (permitting claims asserted by “automobile
`dealerships” and “equipment dealerships,”
`that are
`“indirect purchasers of Anti-Vibration Rubber Parts,” or
`claims asserted by “any state, state agency, or
`instrumentality or political sub-division of a state”). The
`exclusions also permit any “claims for damages under the
`state or local laws of any jurisdiction other than an
`Indirect Purchaser State.”6 Id. at PageID 9860. That
`means that persons or entities who indirectly purchased
`anti-vibration rubber parts can sue Defendants under state
`antitrust laws in states, like Michigan, that do not follow
`the special standing rule of
`Illinois Brick. See Mich.
`Comp. Laws Ann. § 445.778. Thus, it seems that the
`settlement agreements explicitly mention how Plaintiffs
`might sue the manufacturers in the future—namely, under
`certain state antitrust laws. The failure of the agreements
`to provide in their exclusions a means by which Plaintiffs,
`as indirect purchasers, might sue under federal antitrust
`law (e.g., through the ownership-or-control exception)
`strongly suggests that Plaintiffs cannot maintain their
`federal claims.
`
`
`
`
`
`
`number of “other factors” tipped the scale in Plaintiffs’
`favor. Those factors included its observations that (1)
`Defendants’ counsel did not file a notice
`in
`the
`direct-purchaser lawsuit that it had settled Plaintiffs’
`claims in the end-payor settlement agreements, (2)
`Defendants’ counsel also did not notify Plaintiffs of its
`motion to enforce judgment, and finally, (3) Plaintiffs’
`claims would not be duplicative of the end-payor claims
`because the end payors sought injunctive relief against
`Defendants whereas Plaintiffs now seek money damages.
`
`[16]None of those factors has anything to do with the
`language in the settlement agreements. Under Michigan
`law, courts are prohibited from considering extrinsic
`evidence to determine the parties’ intent when the
`contract language is clear *685 and unambiguous. See
`Kyocera Corp. v Hemlock Semiconductor, LLC, 313
`Mich. App. 437, 446, 886 N.W.2d 445 (2015). The
`district court did not purport to find ambiguity in the
`agreements. We do not find ambiguity either. Therefore,
`the district court’s consideration of post-contracting,
`external evidence of the parties’ intent was an abuse of
`discretion.
`
`[17]Second, the manufacturers raise a number of policy
`considerations in their briefing on appeal. We decide this
`case without reference to those considerations. This is a
`contract case that requires us to interpret a set of terms.
`Where, as here, the language in the contracts is clear and
`unambiguous, we look only within the four corners of the
`relevant contracts to accomplish our task. See, e.g., Old
`Kent Bank, 243 Mich. App. at 63, 620 N.W.2d 663.
`
`
`
`IV.
`
`Having evaluated the terms of the settlement agreements,
`we hold that they unambiguously bar Plaintiffs from
`maintaining their alleged direct-purchaser lawsuit. The
`district court abused its discretion in holding otherwise.
`We therefore reverse the district court and remand for
`further proceedings consistent with this opinion.
`
`
`
`All Citations
`
`C. “OTHER FACTORS”
`997 F.3d 677, 2021-1 Trade Cases P 81,653
`Two final matters bear mentioning before we conclude.
`
`First, the district court mentioned in its order that a
`Footnotes
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`Those manufacturers and suppliers include Bridgestone Corporation, Bridgestone APM Company, Yamashita Rubber
`Co., YUSA Corporation, Tokai Rubber Industries, DTR Industries, Toyo Tire & Rubber Co., Toyo Tire North American
`OE Sales, and Toyo Automotive Parts (USA) and “unnamed co-conspirators.”
`
`Judge Marianne O. Battani of the Eastern District of Michigan oversaw the In re: Automotive Parts Antitrust
`Litigation MDL for about eight years. In June of 2020, she removed herself from the MDL for health reasons. Judge
`Sean F. Cox, of the same district, is now presiding over the MDL.
`
`Because each manufacturer settled with the class separately, there are several settlement agreements. The relevant
`language is identical in all the agreements, so our analysis applies to all Defendants.
`
`Plaintiffs concede that they did not timely opt out of the settlement class, and they do not contend that Defendants
`provided them insufficient notice of the settlement agreement, or of their ability to opt out of the class.
`
`In resolving this appeal, we do not decide whether Plaintiffs are appropriately considered direct purchasers for
`purposes of antitrust standing. Just a year ago, after the district court denied Defendants’ motion to dismiss the
`direct-purchaser lawsuit, we held, on review of a petition to appeal under 28 U.S.C. § 1292(b), that the facts were
`not sufficiently “fleshed out” to decide whether Plaintiffs had antitrust standing under the ownership-or-control
`exception. In re: Auto parts Antitrust Litig, et al., Dkt. No. 19–106, Doc. No. 13 at 2. No additional discovery has been
`conducted in the interim to alter that holding.
`
`Illinois Brick was decided, several states passed statutes rejecting the logic of the special standing rule in
`After
`Illinois Brick. Those states that amended their antitrust laws to specifically allow indirect purchasers to bring suit
`are often called “Repealer States”; the states that did not amend their laws after
`Illinois Brick are referred to as
`“Indirect Purchaser States.”
`
`
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`End of Document
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