Sealy Mattress Company of Michigan, Incorporated v. Sealy, Incorporated

789 F.2d 582, 1986 U.S. App. LEXIS 24738
CourtCourt of Appeals for the Seventh Circuit
DecidedApril 29, 1986
Docket85-1150
StatusPublished
Cited by5 cases

This text of 789 F.2d 582 (Sealy Mattress Company of Michigan, Incorporated v. Sealy, Incorporated) is published on Counsel Stack Legal Research, covering Court of Appeals for the Seventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sealy Mattress Company of Michigan, Incorporated v. Sealy, Incorporated, 789 F.2d 582, 1986 U.S. App. LEXIS 24738 (7th Cir. 1986).

Opinions

CUMMINGS, Chief Judge.

In May 1984, the Sealy Mattress Company of Michigan filed this diversity suit against its licensor Sealy, Incorporated, which has its principal place of business in Chicago. Defendant manufactures bedding and related products under various Sealy United States trademarks. Plaintiff is one of its licensees and operates a plant manufacturing Sealy products in Taylor, Michigan. Since 1968 the licensing agreement between plaintiff and defendant does not limit the geographic area in which plaintiff can sell its Sealy products, nor does it contain a clause forbidding competition between the two parties or with other Sealy licensees.

In 1960, the United States filed a civil antitrust action against defendant alleging that its system of exclusive sales territories with its licensees violated Section 1 of the Sherman Act (15 U.S.C. § 1). The district court refused to enjoin the mutually exclusive United States territorial allocations on the ground that no unreasonable restraint of trade had been shown. However, the Supreme Court reversed in 1967, holding that the territorial allocations were horizontal restraints by the licensees owning defendant’s stock. United States v. Sealy, Inc., 388 U.S. 350, 87 S.Ct. 1847, 18 L.Ed.2d 1238. The Court stated:

The territorial arrangements must be regarded as the creature of horizontal action by the licensees. It would violate reality to treat them as equivalent to territorial limitations imposed by a manufacturer upon independent dealers as incident to the sale of a trademarked product. Sealy, Inc., is an instrumentality of the licensees for purposes of the horizontal territorial allocation. It is not the principal.

388 U.S. at 354, 87 S.Ct. at 1851. Because there was also unlawful resale price activity among Sealy and its domestic licensees, the Court rejected Sealy’s “claim that the territorial restraints were mere incidents of a lawful program of trademark licensing” (388 U.S. at 356, 87 S.Ct. at 1852), distinguishing Timken Roller Bearing Co. v. United States, 341 U.S. 593, 71 S.Ct. 971, 95 L.Ed. 1199.

As a result of the Supreme Court’s 1967 decision in Sealy, in December of that year a consent decree was entered into by the United States and Sealy that provides in par. IV:

Defendant and consenting [licensee] manufacturers are each enjoined and restrained from maintaining, adhering to, enforcing or claiming any rights under any combination, contract, agreement, understanding, plan or program between or among themselves or any other manufacturer of Sealy products, to limit or restrict any manufacturer in any substantial way to sales of Sealy products within a prescribed territory.

In the present complaint plaintiff alleged that since March 1984 defendant and Sealy [584]*584Canada, Ltd. (“Sealy Canada”), which became its wholly-owned Canadian subsidiary in 1980, have prevented plaintiff from selling in Canada the Sealy products that it manufactures in Michigan. This was purportedly accomplished through defendant’s and Sealy Canada’s use of the latter’s Sealy Canadian trademarks that it had purchased from defendant in 1954. The complaint attempted to set out four causes of action against defendant:

1. Breach of licensing agreement with defendant “in that plaintiff’s licensing agreement [with defendant] has . no sales limitation.”
2. Breach of the above-quoted portion of the consent decree in that defendant and its subsidiary there agreed that they “would not attempt to restrict sales outside of the designated manufacturing territory.”
3. Tortious interference by defendant with plaintiff's advantageous business relationships.1
4. Unlawful conspiracy and attempt to monopolize under Sherman Act by defendant’s “excluding all sales of Sealy-marked products to Canada other than those sales made directly by Sealy [there] through its wholly-owned subsidiary.”

In June 1984 defendant filed its answer denying that it committed the four violations asserted in the complaint. A fortnight prior thereto, plaintiff had filed a lengthy motion for a preliminary injunction prohibiting defendant directly or through its Canadian subsidary from engaging in any conduct restraining plaintiff’s efforts to export to Canada or sell to Canadian buyers the Sealy products it manufactures in the United States. Judge Hart referred the motion to Magistrate Jurco for report and recommendation.

In her report, the magistrate noted defendant’s evidence that it no longer has any licensee stockholders or representatives on its Board and that subsequent to the 1967 consent decree, there was no actual control by the licensees “to create a horizontal agreement between them to allocate markets” as condemned by the Supreme Court in its 1967 opinion. She also found that since 1968 the agreements (amended in 1975) between Sealy and its licensees ceased limiting a licensee’s sales of Sealy products to a particular territory in this country. After adverting extensively to the testimony elicited by the parties, the magistrate discussed the various legal arguments advanced before her and concluded that the evidence did not support plaintiff’s charge that a horizontal arrangement existed that harmed plaintiff. In recommending the denial of a preliminary injunction, the magistrate stated that she would let the district judge resolve the scope of the 1967 consent judgment rather than attempt to do so herself. (Defendant’s App. B.)

Almost five months after the issuance of the magistrate’s report, the district court filed its memorandum opinion and order, 599 F.Supp. 1494, granting plaintiff the requested preliminary injunction.2 Judge Hart found that most of plaintiff’s Canadian customers, as a result of Sealy Canada’s trademark litigation threats, stopped purchasing Sealy bedding products and that consequently plaintiff now has neither new nor old Canadian customers. He found that this loss of business resulted in irreparable harm to the plaintiff. He concluded that defendant through its wholly-owned Canadian subsidiary was “asserting trademark rights to maintain territorial restrictions” contrary to the above-quoted language in par. IV of the 1967 consent decree. Because the court determined that defendant and Sealy Canada were in violation of the consent decree, it did not pass [585]*585upon the validity of the other three causes of action asserted.3 (Defendant’s App. A.)

Defendant appeals from the grant of the preliminary injunction, arguing that neither the terms of the consent decree nor the licensing agreements have been violated. Defendant does not challenge the district court’s finding of irreparable harm (Br. 6, n. 7) but does assert that it erred in determining that the plaintiff had some likelihood of success on the merits (Br. 6). We reverse.

I

According to the copy of the consent decree contained in defendant’s Appendix C, those who originally consented to its entry were defendant and the United States. Defendant’s licensees in the United States subsequently became parties to the decree by consenting to its terms under par.

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Bluebook (online)
789 F.2d 582, 1986 U.S. App. LEXIS 24738, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sealy-mattress-company-of-michigan-incorporated-v-sealy-incorporated-ca7-1986.