Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39469 Filed 05/14/21 Page 1 of 13
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`Case: 20-1599 Document: 42-1 Filed: 05/14/2021 Page: 1
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`UNITED STATES COURT OF APPEALS
`FOR THE SIXTH CIRCUIT
`100 EAST FIFTH STREET, ROOM 540
`POTTER STEWART U.S. COURTHOUSE
`CINCINNATI, OHIO 45202-3988
`
`Tel. (513) 564-7000
`www.ca6.uscourts.gov
`
`Deborah S. Hunt
`Clerk
`
`
`
`Filed: May 14, 2021
`
`
`
`Mr. John Clayton Everett Jr.
`Morgan, Lewis & Bockius
`1111 Pennsylvania Avenue, N.W.
`Washington, DC 20004
`
`Mr. David H. Fink
`Mr. Nathan Joshua Fink
`Fink Bressack
`38500 Woodward Avenue
`Suite 350
`Bloomfield Hills, MI 48304
`
`Mr. Adam C. Hemlock
`Mr. David Yolkut
`Weil, Gotshal & Manges
`767 Fifth Avenue
`New York, NY 10153
`
`Mr. Robert N. Hochman
`Sidley Austin
`One S. Dearborn Street
`Chicago, IL 60603
`
`Mr. Frederick R. Juckniess
`302 E. Liberty, Suite 203
`Ann Arbor, MI 48104
`
`Mr. Larry J. Saylor
`Miller Canfield
`150 W. Jefferson Avenue, Suite 2500
`Detroit, MI 48226
`
`Ms. Joanne G. Swanson
`Kerr, Russell & Weber
`500 Woodward Avenue, Suite 2500
`Detroit, MI 48226
`
`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39470 Filed 05/14/21 Page 2 of 13
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`Case: 20-1599 Document: 42-1 Filed: 05/14/2021 Page: 2
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`Mr. Zachary D. Tripp
`Weil, Gotshal & Manges
`2001 M Street, N.W.
`Suite 600
`Washington, DC 20005
`
`Mr. Matthew J. Turchyn
`Hertz Schram
`1760 S. Telegraph Road
`Suite 300
`Bloomfield Hills, MI 48302
`
`
`
`Re: Case No. 20-1599, In re: Anti-Vib Rub Pts-End Payor Act
`Originating Case No. : 2:13-cv-00803 : 2:12-md-02311
`
`Dear Counsel,
`
` The court today announced its decision in the above-styled case.
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` Enclosed is a copy of the court's opinion together with the judgment which has been entered
`in conformity with Rule 36, Federal Rules of Appellate Procedure.
`
`Yours very truly,
`
`Deborah S. Hunt, Clerk
`
`
`Cathryn Lovely
`Deputy Clerk
`
`
`
`
`
`
`
`
`cc: Ms. Kinikia D. Essix
`
`Enclosures
`
`Mandate to issue.
`
`

`

`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39471 Filed 05/14/21 Page 3 of 13
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`Case: 20-1599 Document: 42-2 Filed: 05/14/2021 Page: 1
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`RECOMMENDED FOR PUBLICATION
`Pursuant to Sixth Circuit I.O.P. 32.1(b)
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`File Name: 21a0108p.06
`
`UNITED STATES COURT OF APPEALS
`
`FOR THE SIXTH CIRCUIT
`
`
`
`
`
`
`
`
`
`
`No. 20-1599
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`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.
`
`┐
`│
`│
`│
`│
`>
`│
`│
`│
`│
`│
`│
`│
`│
`│
`│
`│
`│
`│
`│
`┘
`
`
`
`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.
`
`Argued: March 11, 2021
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`Decided and Filed: May 14, 2021
`
`Before: BATCHELDER, GRIFFIN, and BUSH, Circuit Judges.
`_________________
`
`COUNSEL
`
`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
`
`
`
`

`

`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39472 Filed 05/14/21 Page 4 of 13
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`Case: 20-1599 Document: 42-2 Filed: 05/14/2021 Page: 2
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`No. 20-1599
`
`In re: Automotive Parts Antitrust Litig.
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`Page 2
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`
`
`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.
`
`_________________
`
`OPINION
`
`_________________
`
`
`
`JOHN K. BUSH, Circuit Judge. Under federal antitrust law, a private plaintiff generally
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`must be a “direct purchaser” to have suffered injury and thus have standing to sue a manufacturer
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`or supplier. In Illinois Brick Co. v. Illinois, however, the Supreme Court recognized an
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`exception to the direct-purchaser rule, holding that an “indirect purchaser” might have standing
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`to sue if it purchased from an intermediary that was “owned or controlled” by the ultimate seller.
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`431 U.S. 720 (1977). The present dispute raises the question whether Illinois Brick has any
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`effect on the interpretation of certain antitrust class-action settlement agreements under Michigan
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`law.
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`Specifically, we consider Illinois Brick to address whether Plaintiffs, who purchased
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`automotive anti-vibration rubber parts, are barred from maintaining a purported direct-purchaser
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`class-action lawsuit against the manufacturers and sellers of those parts. Defendants argue that
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`Plaintiffs settled all their claims as part of a class composed of certain “persons and entities” that
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`“indirectly purchased” anti-vibration rubber parts. Plaintiffs argue that, in accordance with
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`Illinois Brick, they are not part of the settlement class because they purchased “directly” from
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`subsidiaries of a manufacturer. As explained below, regardless of whether Illinois Brick applies
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`to Plaintiffs’ underlying claims, Plaintiffs fit within the class definition because they “indirectly
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`purchased” parts under the plain meaning of the settlement agreements. Their suit is therefore
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`barred by those agreements. We reverse the district court’s contrary holding.
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`I.
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`
`
`This appeal is part of the litigation that arose from the manufacture and sale of
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`automotive anti-vibration rubber parts. Those parts are used, as their name suggests, to absorb
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`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39473 Filed 05/14/21 Page 5 of 13
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`Case: 20-1599 Document: 42-2 Filed: 05/14/2021 Page: 3
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`No. 20-1599
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`In re: Automotive Parts Antitrust Litig.
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`Page 3
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`
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`and reduce vibration transmission in various sections of a vehicle. In 2013, a putative class of
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`anti-vibration rubber part purchasers, referred to as end-payor purchasers, sued several
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`manufacturers and suppliers, alleging that they conspired to fix prices of anti-vibration rubber
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`parts.1 The end payors brought claims under the Clayton Act, 15 U.S.C. § 26, for violations of
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`the Sherman Act, 15 U.S.C. § 1 et seq. They also sued under certain state antitrust laws.
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`
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`The end-payor litigation settled in 2016 and 2017, after the district court certified a
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`nationwide settlement class comprising persons and entities who indirectly purchased anti-
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`vibration rubber parts that were manufactured or sold by the defendant manufacturers and
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`suppliers. Notably, the settlement class excludes persons or entities who purchased parts directly
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`or for resale. In total, the defendants agreed to pay $80.4 million to the settlement class. In
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`exchange for that sum, the class members “completely released, acquitted, and forever
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`discharged . . . any and all claims” against the defendants arising out of or relating to the conduct
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`alleged in the complaint. The agreements bind all settlement class members except those who
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`timely opted out. Finally, the agreements contain a list of exclusions from the releases, including
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`for all direct purchasers and specific indirect purchasers.
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`
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`Before the district court entered final judgments approving the settlement agreements in
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`the end-payor lawsuit, Jerry Anderson, Laura LaRue, and Christopher Lee filed a separate
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`putative class action against the same manufacturers and suppliers defending the end-payor
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`litigation, in the same court, in front of the same judge.2 As Plaintiffs in that new lawsuit, they
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`seek money damages under the Clayton Act on behalf of a putative class of all “direct
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`purchasers” of anti-vibration rubber parts.
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`Specifically, Plaintiffs allege that they purchased parts “from an entity of which one of
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`the Defendants is the ultimate parent.” Of note, the entity that Plaintiffs allegedly purchased
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`parts from is not a defendant in their direct-purchaser lawsuit or the end-payor lawsuit. They
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`
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`1Those 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.”
`
`2Judge 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.
`
`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39474 Filed 05/14/21 Page 6 of 13
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`No. 20-1599
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`In re: Automotive Parts Antitrust Litig.
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`Page 4
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`
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`purchased anti-vibration rubber parts from a Firestone repair shop (Bridgestone Retail
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`Operations, dba Firestone Complete Auto Care), which is owned by Bridgestone Americas, a
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`subsidiary of one of the defendants in both lawsuits, Bridgestone Corporation. The trial record
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`also reflects that Plaintiffs purchased from a couple of other retail shops, “Tires Plus” and
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`“Wheel Works,” which too are allegedly “part of the Bridgestone . . . family.” Like the end-
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`payor class, Plaintiffs claim that Defendants conspired to raise prices for anti-vibration rubber
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`parts and passed down the increased costs to their putative class of direct purchasers.
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`
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`Soon after Plaintiffs filed the direct-purchaser lawsuit, the district court entered final
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`judgments approving the settlement agreements in the end-payor lawsuit. In doing so, the court
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`enjoined all settlement class members from “commencing, prosecuting, or continuing . . . any
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`and all claims” arising out of or relating to the released claims.
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`
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`About a year later, after Plaintiffs filed their first discovery request in the direct-purchaser
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`lawsuit, Defendants filed a motion to enforce the judgments from the end-payor lawsuit against
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`Plaintiffs. They asked the district court to enjoin Plaintiffs from litigating their claims in the
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`direct-purchaser lawsuit because the settlement agreements in the end-payor lawsuits prohibited
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`Plaintiffs, as indirect purchasers, from maintaining their federal antitrust claims against
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`Defendants. The district court denied the motion because, in its view, Plaintiffs were properly
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`considered direct purchasers under the ownership-or-control exception to the standing rule of
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`Illinois Brick. It also reasoned that Defendants’ litigation tactics and other post-settlement
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`actions tipped the scales of justice in Plaintiffs’ favor. Defendants appeal.
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`II.
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`We review a district court’s denial of a motion to enforce a settlement agreement for an
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`abuse of discretion. Therma-Scan, Inc. v. Thermoscan, Inc., 217 F.3d 414, 419 (6th Cir. 2000).
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`“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.
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`Fowler, 819 F.3d 298, 303 (6th Cir. 2016) (quoting United States v. Bridgewater, 606 F.3d 258,
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`260 (6th Cir. 2010)). Where, as here, the issue involves the interpretation of a settlement
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`agreement, our review is de novo. Golden v. Kelsey-Hayes Co., 73 F.3d 648, 653 (6th Cir.
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`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39475 Filed 05/14/21 Page 7 of 13
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`Case: 20-1599 Document: 42-2 Filed: 05/14/2021 Page: 5
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`No. 20-1599
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`In re: Automotive Parts Antitrust Litig.
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`Page 5
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`
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`1996). But if contractual language is “unclear or susceptible to multiple meanings, interpretation
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`becomes a question of fact” subject to review for clear error. Solo v. United Parcel Serv. Co.,
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`819 F.3d 788, 794 (6th Cir. 2016) (quoting Port Huron Educ. Assn. v. Port Huron Area Sch.
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`Dist., 550 N.W.2d 228, 237 (Mich. 1996)).
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`A. THE SETTLEMENT AGREEMENTS
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`III.
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`The only issue on appeal is whether the settlement agreements bar Plaintiffs from
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`maintaining their direct-purchaser lawsuit. A settlement agreement is a contract governed by
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`principles of state contract law, here Michigan law. See Converge, Inc. v. Topy Am., Inc., 316 F.
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`App’x 401, 404–05 (6th Cir. 2009); Kloian v. Domino’s Pizza L.L.C., 273 Mich. App. 449, 452
`
`(2006). So this case simply requires us to apply that law to interpret the parties’ contracts.
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`Under Michigan law, “[t]he primary goal of contract interpretation is to honor the intent
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`of the parties.” Old Kent Bank v. Sobczak, 243 Mich. App. 57, 63 (2000). To achieve that goal,
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`we must read the contract as a whole. Id. If the contractual language is “clear and unambiguous,
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`the terms are to be taken and understood in their plain, ordinary, and popular sense.” Michigan
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`Mut. Ins. Co. v. Dowell, 204 Mich. App. 81, 87 (1994). We “are governed by what the parties
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`said and did, and not merely by their unexpressed subjective intent.” Fletcher v. Bd. of Educ. of
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`Sch. Dist. Fractional No. 5, 323 Mich. 343, 348 (1948).
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`Read in light of those rules, the settlement agreements clearly and unambiguously bar
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`Plaintiffs from maintaining their direct-purchaser lawsuit. The district court’s contrary legal
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`determination was incorrect and thus an abuse of discretion.
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`First, we consider the relevant contractual language.3 The agreements release all the past
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`and future claims of the settlement class. The settlement class includes:
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`3 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.
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`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39476 Filed 05/14/21 Page 8 of 13
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`Case: 20-1599 Document: 42-2 Filed: 05/14/2021 Page: 6
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`No. 20-1599
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`In re: Automotive Parts Antitrust Litig.
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`Page 6
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`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.
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`That definition excludes those persons and entities that purchased anti-vibration rubber parts
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`“directly or for resale.” If Plaintiffs are indirect purchasers who did not timely elect to be
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`excluded from the settlement class, the settlement agreements bar their direct-purchaser lawsuit.4
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`But, if they are direct purchasers, the settlement agreements cannot stand in their way.
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`The settlement agreements do not define “indirectly purchased” or “directly purchased,”
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`or any variation of those phrases. Those omissions, however, do not make the agreements
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`ambiguous. See McGrath v. Allstate Ins. Co., 290 Mich. App. 434, 439 (2010) (“A[] . . . contract
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`is not ambiguous merely because a term is not defined in the contract.”). We can look to the
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`plain and ordinary meaning of those terms and phrases as described in dictionary definitions. Id.
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`“Direct” means “[s]traightforward, uninterrupted, immediate”; “[e]ffected or existing without
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`intermediation or intervening agency; immediate.” Direct, Oxford English Dictionary (2d ed.
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`1989); see also Direct, Webster’s Third New International Dictionary (1986) (“immediate”;
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`“stemming
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`immediately
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`from
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`a
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`source”; without
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`an
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`“intervening
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`agency,
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`instrumentality, [] influence . . . or intervening step”; “without use of a broker or other
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`middleman.”). And “indirect” is just the opposite; it means “[n]ot direct.” Indirect, Oxford
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`English Dictionary (2d ed. 1989).
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`Plaintiffs alleged that they purchased anti-vibration rubber parts from Bridgestone Retail
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`Operations, LLC, (dba Firestone) and the other retailers noted, which purchased the parts
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`from Bridgestone Americas, Inc., which in turn purchased them from the Bridgestone
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`Corporation—one of the defendants and alleged antitrust violators in both the end-payor and
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`direct-purchaser lawsuits. Plaintiffs’ purchasing arrangement was not “[s]traightforward,
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`4Plaintiffs 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.
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`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39477 Filed 05/14/21 Page 9 of 13
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`No. 20-1599
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`In re: Automotive Parts Antitrust Litig.
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`Page 7
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`
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`uninterrupted,” or “immediate.” And it certainly was not “without intermediation,” an
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`“intervening step” or a “middleman.” By definition then, it was not direct. It was indirect.
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`To the extent “indirectly” or “directly purchased” are used in the settlement agreements
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`as “legal phrase[s] or term[s] of art,” Michigan law instructs us to further consider “case law
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`explanation[s] that those familiar with such terms of art are held to understand.” Henderson v.
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`State Farm Fire and Cas. Co., 460 Mich. 348, 357 n.9 (1999). Examination of the relevant
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`antitrust case-law explanations of the terms “indirectly” and “directly purchased” (or “indirect”
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`and “direct purchaser”) confirms the plain meaning of the agreements. The Supreme Court has
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`“consistently stated” that, for purposes of federal antitrust law, direct purchasers are those who
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`buy “immediately from the alleged antitrust violators,” and indirect purchasers are those “who
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`are two or more steps removed from the violator in a distribution chain[.]” Apple Inc. v. Pepper,
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`139 S. Ct. 1514, 1520 (2019) (quoting Kansas v. UtiliCorp United Inc., 497 U.S. 199, 207
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`(1990)). Here, Plaintiffs concede that they did not purchase “immediately” from Defendant
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`Bridgestone Corporation, or any of the other Defendants. They acknowledge that their purchases
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`were “two or more steps removed” from the alleged violator. Id. Plaintiffs are thus indirect
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`purchasers. Accordingly, they fall within the settlement class defined above and are barred by
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`the settlement agreements from maintaining their federal antitrust claims as the named Plaintiffs
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`in the direct-purchaser lawsuit.
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`B. ILLINOIS BRICK & THE OWNERSHIP-OR-CONTROL EXCEPTION
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`To circumvent the plain meaning, Plaintiffs argue that, as a matter of law, we should treat
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`them as direct purchasers under the ownership-or-control exception to the antitrust-standing rule
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`of Illinois Brick Co. v. Illinois. We find their theory unpersuasive.
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`Illinois Brick recognized the general rule that a plaintiff has no standing under federal
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`antitrust law to sue an alleged antitrust violator if the plaintiff did not directly purchase the
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`overcharged product from the alleged violator. 413 U.S. at 729–30. But it hinted that that
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`standing rule might not apply if plaintiffs bought from a direct purchaser that was “owned or
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`controlled” by the alleged antitrust violator. Id. at 736 n.16. That hint has since turned into an
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`exception allowing an indirect purchaser to bring a federal antitrust suit when, for example, an
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`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39478 Filed 05/14/21 Page 10 of 13
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`Case: 20-1599 Document: 42-2 Filed: 05/14/2021 Page: 8
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`No. 20-1599
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`In re: Automotive Parts Antitrust Litig.
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`Page 8
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`
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`alleged antitrust violator owns or controls its direct purchaser. See Jewish Hosp. Ass’n of
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`Louisville, Ky., Inc. v. Stewart Mech. Enters., Inc., 628 F.2d 971, 975 (6th Cir. 1980); see also,
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`e.g., Howard Hess Dental Labs. Inc. v. Dentsply Int’l, Inc., 424 F.3d 363, 371 (3d Cir. 2005).
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`In practice, the ownership-or-control exception permits courts to treat indirect purchasers as
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`direct purchasers for standing purposes so that antitrust violators cannot simply integrate
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`vertically to escape federal antitrust liability.
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`As highlighted above, Plaintiffs allege that at least some of Defendants are vertically
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`integrated such that they own their direct purchasers. Accordingly, the argument goes, Plaintiffs
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`are the only purchasers that Defendants do not own, and so, under the “ownership” prong of the
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`ownership-or-control exception, they can proceed against Defendants as its direct purchasers.
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`Defendants assert that Plaintiffs’ argument is irrelevant to our interpretation of the settlement
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`agreement.
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`We agree with Defendants. Whether Plaintiffs can maintain their direct-purchaser
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`lawsuit under the ownership-or-control exception of Illinois Brick is a question of antitrust
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`standing. See Trollinger v. Tyson Foods, Inc., 370 F.3d 602, 613–14 (6th Cir. 2004). It is not a
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`question that bears on our interpretation of the settlement agreements. That Plaintiffs might be
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`considered to have standing under Illinois Brick does not alter the reality that they indirectly
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`purchased anti-vibration rubber parts from Defendant Bridgestone Corporation.5 See, e.g.,
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`Jewish Hosp, 628 F.2d at 975; Howard, 424 F.3d at 371. The ownership-or-control exception
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`mentioned in Illinois Brick is ultimately a pragmatic carveout to a federal antitrust standing rule,
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`not a redefinition of indirect purchaser.
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`By nevertheless claiming that the exception applies to them, Plaintiffs concede that they
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`are in fact indirect purchasers. How so? Well, because the ownership-or-control exception
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`applies only to indirect purchasers. See Jewish Hosp., 628 F.2d at 975. If Plaintiffs had directly
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`5In 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.
`
`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39479 Filed 05/14/21 Page 11 of 13
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`Case: 20-1599 Document: 42-2 Filed: 05/14/2021 Page: 9
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`No. 20-1599
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`In re: Automotive Parts Antitrust Litig.
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`Page 9
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`purchased anti-vibration rubber parts from Defendants, they would have no reason to rely on the
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`exception; the settlement agreements would expressly permit their new lawsuit.
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`What’s more, the settlement agreements include eight express exclusions from the class-
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`wide releases, none of which references this ownership-or-control exception. The exclusions
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`allow only certain indirect purchasers to bring federal antitrust claims against Defendants. See
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`Bridgestone Settlement Agreement, R. 265-2 at PageID 9859–60 (permitting claims asserted by
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`“automobile dealerships” and “equipment dealerships,” that are “indirect purchasers of Anti-
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`Vibration Rubber Parts,” or claims asserted by “any state, state agency, or instrumentality or
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`political sub-division of a state”). The exclusions also permit any “claims for damages under the
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`state or local laws of any jurisdiction other than an Indirect Purchaser State.”6 Id. at PageID
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`9860. That means that persons or entities who indirectly purchased anti-vibration rubber parts
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`can sue Defendants under state antitrust laws in states, like Michigan, that do not follow the
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`special standing rule of Illinois Brick. See Mich. Comp. Laws Ann. § 445.778. Thus, it seems
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`that the settlement agreements explicitly mention how Plaintiffs might sue the manufacturers in
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`the future—namely, under certain state antitrust laws. The failure of the agreements to provide
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`in their exclusions a means by which Plaintiffs, as indirect purchasers, might sue under federal
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`antitrust law (e.g., through the ownership-or-control exception) strongly suggests that Plaintiffs
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`cannot maintain their federal claims.
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`C. “OTHER FACTORS”
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`Two final matters bear mentioning before we conclude. First, the district court
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`mentioned in its order that a number of “other factors” tipped the scale in Plaintiffs’ favor.
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`Those factors included its observations that (1) Defendants’ counsel did not file a notice in the
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`direct-purchaser lawsuit that it had settled Plaintiffs’ claims in the end-payor settlement
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`agreements, (2) Defendants’ counsel also did not notify Plaintiffs of its motion to enforce
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`judgment, and finally, (3) Plaintiffs’ claims would not be duplicative of the end-payor claims
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`6After Illinois Brick was decided, several states passed statutes rejecting the logic of the special standing
`rule in 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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`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39480 Filed 05/14/21 Page 12 of 13
`(12 of 13)
`Case: 20-1599 Document: 42-2 Filed: 05/14/2021 Page: 10
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`No. 20-1599
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`In re: Automotive Parts Antitrust Litig.
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`Page 10
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`because the end payors sought injunctive relief against Defendants whereas Plaintiffs now seek
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`money damages.
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`None of those factors has anything to do with the language in the settlement agreements.
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`Under Michigan law, courts are prohibited from considering extrinsic evidence to determine the
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`parties’ intent when the contract language is clear and unambiguous. See Kyocera Corp v
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`Hemlock Semiconductor, LLC, 313 Mich. App. 437, 446 (2015). The district court did not
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`purport to find ambiguity in the agreements. We do not find ambiguity either. Therefore, the
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`district court’s consideration of post-contracting, external evidence of the parties’ intent was an
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`abuse of discretion.
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`Second, the manufacturers raise a number of policy considerations in their briefing on
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`appeal. We decide this case without reference to those considerations. This is a contract case
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`that requires us to interpret a set of terms. Where, as here, the language in the contracts is clear
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`and unambiguous, we look only within the four corners of the relevant contracts to accomplish
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`our task. See, e.g., Old Kent Bank, 243 Mich. App. at 63.
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`IV.
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`Having evaluated the terms of the settlement agreements, we hold that they
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`unambiguously bar Plaintiffs from maintaining their alleged direct-purchaser lawsuit. The
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`district court abused its discretion in holding otherwise. We therefore reverse the district court
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`and remand for further proceedings consistent with this opinion.
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`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2142, PageID.39481 Filed 05/14/21 Page 13 of 13
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`Case: 20-1599 Document: 42-3 Filed: 05/14/2021 Page: 1
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`UNITED STATES COURT OF APPEALS
`FOR THE SIXTH CIRCUIT
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`No. 20-1599
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`In re: AUTOMOTIVE PARTS ANTITRUST LITIGATION
`and In re: ANTI-VIBRATIONAL RUBBER PARTS CASES,
`End-Payor Actions.
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`__________________________________________________
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`DIRECT PURCHASER PLAINTIFFS,
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`v.
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`Interested Parties - Appellees,
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`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.,
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`Defendants - Appellants.
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`Before: BATCHELDER, GRIFFIN, and BUSH, Circuit Judges.
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`JUDGMENT
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`On Appeal from the United States District Court
`for the Eastern District of Michigan at Detroit.
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`THIS CAUSE was heard on the record from the district court and was argued by counsel.
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`ENTERED BY ORDER OF THE COURT
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`Deborah S. Hunt, Clerk
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`IN CONSIDERATION THEREOF, it is ORDERED that the judgment of the district court is
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`REVERSED and REMANDED for further proceedings consistent with the opinion of this court.
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