Millennium Operations v. SuperValu, No. 15-1786 (8th Cir. 2017)
Annotate this CasePlaintiffs, retail grocers, filed putative class actions against two large full-line wholesale grocers, alleging that the wholesalers' contract to exchange retailer supply agreements constituted market allocation in violation of the Sherman Act, 15 U.S.C. 1. Plaintiffs formed the Midwest Class and the New England Class, each class having an Arbitration Subclass of retailers who had arbitration agreements with their current (post-swap) wholesaler. Each Arbitration Subclass filed suit against only its previous wholesaler, with which it no longer had a current arbitration agreement. The district court dismissed the Arbitration Subclasses from the case. On remand, the district court rejected the wholesalers' alternate successors-in-interest theory and the wholesaler's third alternate theory that they could directly enforce their previous arbitration agreements because some of the conduct at issue occurred when the previous agreements were still in effect. The court concluded that the district court did not err by rejecting the successors-in-interest theory where the court was not aware of any authority supporting the proposition that a predecessor-in-interest bears a sufficiently close relationship to a successor-in-interest such that the predecessor-in-interest can compel arbitration under an agreement to which only the successor-in-interest is a signatory. The court rejected the direct enforcement argument, concluding that wholesalers may not directly enforce the arbitration agreements to which they are no longer signatories. Accordingly, the court affirmed the judgment.
Court Description: Riley, Author, with Colloton and Kelly, Circuit Judges] Civil case - Antitrust. For the court's prior opinion in the matter rejecting the argument that the antitrust plaintiffs are required to arbitrate their claims against the wholesale grocer defendants based on equitable estoppel, see In Re Wholesale Grocery Prods. Antitrust Litig., 707 F.3d 917 (8th Cir. 2013). The wholesalers now appeal the district court's rejection of their two alternative theories - that the nonsignatory defendants could compel arbitration because they were successors-in-interest to the signatory defendants or that they could directly enforce their previous arbitration agreements because some of the conduct in question occurred when the previous agreements were still in effect. Held, the district court correctly rejected the successors-in-interest theory because the nonsignatory defendants are predecessors-in-interest to their assignees, not successors-in-interest, and there is no authority supporting the theory that a predecessor-in-interest bears a sufficiently close relations to a successor-in-interest such that the predecessor-in-interest can compel arbitration under an agreement to which only the successor-in-interest is a signatory; with respect to the wholesalers' direct enforcement argument, the wholesalers may not directly enforce the arbitration agreements to which they are no longer signatories. Judge Colloton, concurring in the judgment in part, and dissenting in part.
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