Transamerica Computer Company, Inc., a Corporation v. International Business MacHines Corporation, a Corporation

698 F.2d 1377, 1983 U.S. App. LEXIS 30529
CourtCourt of Appeals for the Ninth Circuit
DecidedFebruary 15, 1983
Docket80-4048
StatusPublished
Cited by79 cases

This text of 698 F.2d 1377 (Transamerica Computer Company, Inc., a Corporation v. International Business MacHines Corporation, a Corporation) is published on Counsel Stack Legal Research, covering Court of Appeals for the Ninth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Transamerica Computer Company, Inc., a Corporation v. International Business MacHines Corporation, a Corporation, 698 F.2d 1377, 1983 U.S. App. LEXIS 30529 (9th Cir. 1983).

Opinions

PREGERSON, Circuit Judge:

Appellant Transamerica Computer Company (Transamerica), a wholly owned subsidiary of Transamerica Corporation, alleges that Appellee International Business Machines (IBM) violated Section 2 of the Sherman Act, 15 U.S.C. § 2, when it took various actions to combat emerging competition in the “plug-compatible” peripherals market. The district court held that IBM’s actions did not violate the antitrust laws.

On appeal, Transamerica challenges the district court’s ruling that IBM’s acts did not “unreasonably restrict” competition and, in particular, challenges the court’s test for predatory pricing. We affirm the district court’s decision but modify its test for predatory pricing.

BACKGROUND

At the heart of a computer system is the central processing unit (CPU), which houses arithmetical and logical electronic circuits. Attached to the CPU are devices called “peripherals,” which perform input, output, storage, and control functions. IBM, long the dominant force in the computer industry, was, and remains, the major supplier of both CPUs and peripherals.

In 1967, a number of companies began offering plug-compatible peripherals — devices which could be attached to IBM’s CPUs. These plug-compatible manufacturers (PCMs) enjoyed immediate market success because they offered, at substantial discounts, plug-compatible peripherals that performed as well as or better than IBM’s peripherals.

Transamerica was formed to supply needed capital to PCMs. In financing transactions central to this case, Transamerica purchased millions of dollars of peripherals from two PCMs, Marshall Industries and Telex Corporation, which had previously leased these items to end users. Under this arrangement, these PCMs raised substantial capital, and Transamerica, in addition to acquiring the equipment and underlying leases, received substantial tax advantages.

IBM responded to vigorous competition from the PCMs by engaging in a number of programs which Transamerica characterizes as violations of the Sherman Act. These challenged programs included:

(1) Leasing Program — Prior to May 1971, IBM customers could either buy peripheral equipment or lease it on a month-to-month basis. In May 1971, IBM announced an additional method of leasing peripheral equipment — a Fixed-Term Lease Plan under which customers could lease peripheral equipment for one year at an eight percent discount below the month-to-month rate, or for two years at a sixteen percent discount.
(2) Design Changes — In the early 1970s, IBM redesigned the interface between the CPU and the peripherals of three tape drive systems so that PCM’s peripherals would no longer be [1381]*1381compatible with IBM’s CPUs. IBM also removed an optional selector channel from two CPU models, the System 370 Models 115 and 125, so that PCM’s peripherals could no longer be used with those models.
(3) Pricing Behavior — Also in the early 1970s, IBM introduced several “new” products — basically repackaged versions of prior peripherals — at lower prices.

Whether one characterizes IBM’s actions as “meeting” competition or “precluding” competition, there is no doubt that IBM’s strategy worked. Transamerica, along with fifteen out of seventeen companies involved with plug-compatible peripherals, left the market after suffering huge losses.

Because of IBM’s actions in the peripherals market, Transamerica sued IBM for violations of the antitrust laws. Several other companies involved with plug-compatible peripherals also brought suits against IBM. Although initially consolidated, the actions were tried separately. Two of those actions, involving issues and facts similar to those presented here, have already been before this court. In both instances we upheld directed verdicts for IBM. California Computer Products, Inc. v. IBM, 613 F.2d 727 (9th Cir.1979) (CalComp); Memorex Corp. v. IBM, 636 F.2d 1188 (9th Cir.1980), cert. denied, 452 U.S. 972, 101 S.Ct. 3126, 69 L.Ed.2d 983 (1981) (Memorex).

The instant case went to trial before a jury in December 1978. The trial consumed 120 days. After deliberating for ten days, the jury deadlocked and was discharged. Under a pretrial stipulation, the district judge then became the trier of fact. He ruled for IBM on all major issues. He held that (1) IBM was not a monopolist in either the general computer systems market or the peripherals market; (2) assuming, arguendo, that IBM possessed monopoly power, its leasing program, its design changes— with the exception of the design of the System 370 Models 115 and 125 — and its pricing behavior did not unreasonably restrain competition; (3) IBM had not attempted to monopolize the general computer systems market or the peripherals market; and (4) assuming that Transamerica established antitrust liability, it had not proved that it suffered antitrust damages. The district court also found that IBM’s redesign of the System 370 Models 115 and 125 would have unreasonably restricted competition had IBM been a monopolist, but since IBM was not a monopolist and since Transamerica suffered no damages resulting from that design change, IBM’s redesign of the two CPUs did not render IBM liable for antitrust damages. In re IBM Peripheral EDP Devices Antitrust Litigation, Transamerica Computer Co. Inc. v. IBM, 481 F.Supp. 965 (N.D.Cal.1979) (Transamerica Computer).

STANDARD OF REVIEW

Transamerica challenges several of the district court’s findings of fact.1 The district court’s findings may not be reversed unless clearly erroneous. Fed.R.Civ.P. 52(a). Under this standard

[a] finding is “clearly erroneous” when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.

United States v. United States Gypsum Co., 333 U.S. 364, 395, 68 S.Ct. 525, 541, 92 L.Ed. 746 (1948).

[1382]*1382MONOPOLIZATION AND ATTEMPT TO MONOPOLIZE

Transamerica charges that IBM either monopolized or attempted to monopolize certain segments of the computer market. These separate offenses are governed by different tests. To establish monopolization, a plaintiff must prove:

(1) possession of monopoly power in the relevant market;
(2) willful acquisition or maintenance of that power; and
(3) causal “antitrust” injury.

CalComp, 613 F.2d at 735.

To establish that a defendant attempted to monopolize, a plaintiff must prove:

(1) specific intent to control prices or destroy competition with respect to a part of commerce;

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Bluebook (online)
698 F.2d 1377, 1983 U.S. App. LEXIS 30529, Counsel Stack Legal Research, https://law.counselstack.com/opinion/transamerica-computer-company-inc-a-corporation-v-international-ca9-1983.