United States District Court, D. Minnesota
In re Wholesale Grocery Products Antitrust Litigation; This Order Relates to All Actions
W. Joseph Bruckner, Esq., Elizabeth R. Odette, Esq., and Kate M. Baxter-Kauf, Esq., Lockridge Grindal Nauen PLLP, Minneapolis, MN; Richard B. Drubel, Esq., and Kimberly H. Schultz, Esq., Boies, Schiller & Flexner LLP, Hanover, NH; Daniel A. Kotchen, Esq., and Daniel L. Low, Esq., Kotchen & Low LLP, Washington, DC; and Edward T. Dangel III, Esq., Dangel Dwyer, LLC, Boston, MA, on behalf of Plaintiffs.
Stephen P. Safranski, Esq., Martin R. Lueck, Esq., K. Craig Wildfang, Esq., Heather M. McElroy, Esq., and Damien A. Riehl, Esq., Robins Kaplan LLP, Minneapolis, MN, on behalf of Defendant SuperValu, Inc.
Todd A. Wind, Esq., and Nicole M. Moen, Esq., Fredrikson & Byron, PA, Minneapolis, MN; and Christopher J. MacAvoy, Esq., and Charles A. Loughlin, Esq., Baker Botts LLP, Washington, DC, on behalf of Defendant C& S Wholesale Grocers, Inc.
MEMORANDUM OPINION AND ORDER
ANN D. MONTGOMERY, UNITED STATES DISTRICT JUDGE.
This matter is before the Court on remand from the Eighth Circuit for further proceedings on Defendants SuperValu, Inc. (" SuperValu" ) and C& S Wholesale Grocers, Inc.'s (" C& S" ) (collectively, " Defendants" or " Wholesalers" ) Partial Motion to Dismiss or Stay [Docket No. 113]. See King Cole Foods, Inc. v. SuperValu, Inc. (In re Wholesale Grocery Prods. Antitrust Litig.), 707 F.3d 917, 924-25 (8th Cir. 2013). The issue on remand is whether Defendants may, under the successor-in-interest doctrine, enforce arbitration agreements that they have assigned. Id. For the reasons set forth below, the Court concludes that the successor-in-interest doctrine does not apply and that Defendants, as non-signatories to the arbitration agreements, cannot compel arbitration under the agreements.
This multi-district litigation consolidates antitrust lawsuits brought by retail grocers against SuperValu and C& S, two of the largest wholesale grocers in the United States. See Second Consol. Am. Class Action Compl. [Docket No. 99] (" Second Am. Compl." ) ¶ 1. SuperValu's business is primarily in the Midwest, and C& S's business is largely concentrated in New England. Id.
Plaintiffs operate retail grocery stores and purchased wholesale grocery products and related services directly from C& S
and SuperValu. Id. ¶ ¶ 9-10. Plaintiffs allege Defendants conspired to allocate customers and territories through a September 6, 2003 Asset Exchange Agreement (" AEA" ) and that Defendants used the allocations to charge retailers supra-competitive prices, all in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1. Id. ¶ ¶ 34-44, 77-83. Plaintiffs assert their claims as a class action. See id. ¶ ¶ 67-75.
A. Arbitration Agreements Exchanged Under the AEA
Under the September 2003 AEA, Defendants exchanged certain business assets, including some supply and arbitration agreements that ...