Westman Commission Company, Cross-Appellant v. Hobart International, Inc., Cross-Appellee

796 F.2d 1216, 1986 U.S. App. LEXIS 26399
CourtCourt of Appeals for the Tenth Circuit
DecidedJune 25, 1986
Docket83-1678, 83-1801
StatusPublished
Cited by91 cases

This text of 796 F.2d 1216 (Westman Commission Company, Cross-Appellant v. Hobart International, Inc., Cross-Appellee) is published on Counsel Stack Legal Research, covering Court of Appeals for the Tenth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Westman Commission Company, Cross-Appellant v. Hobart International, Inc., Cross-Appellee, 796 F.2d 1216, 1986 U.S. App. LEXIS 26399 (10th Cir. 1986).

Opinions

[1219]*1219McKAY, Circuit Judge.

This is an antitrust case based on the refusal of a manufacturer to grant a distributorship. The defendant, Hobart International Corporation, manufactures one of approximately fifty-three separate lines of kitchen equipment sold by both the plaintiff, Westman Commission Company, and Nobel, Inc., another kitchen equipment distributor in the Denver area. The trial court described Hobart’s products as the “Cadillac” of the food service industry. Westman Commission Co. v. Hobart Corp., 461 F.Supp. 627, 628 (D.Colo.1978) (“Westman 7”). Its products are of such high quality and so reasonably priced that an expert in food facilities design testified at trial that “there is a noticeable absence of acceptable substitutes at a price comparable with that of Hobart products.” Id.

In 1978, Hobart sold commercial kitchen equipment through its food service dealer division to approximately 540 independent distributors located throughout the country. Hobart distributors were a part of a group of approximately 1500 to 1600 restaurant equipment distributors in the United States. Hobart distributors were able to purchase Hobart products at factory prices and were eligible for factory rebates of up to eight percent of their Hobart business at the end of the year. In January 1976, Hobart had eight distributors in the highly competitive, Denver-area market. The most successful of those distributors was Nobel, which accounted for forty to fifty percent of the dollar volume of Hobart sales in the Denver-area market between 1973 and 1977. In addition to selling Hobart products, Nobel sold many other lines of kitchen equipment and all other commodities necessary to supply customers in the institutional food service or restaurant business.

From 1952 to 1973, Westman was in the wholesale grocery business — supplying frozen foods, dry groceries, paper products, and janitorial supplies to retail grocers, restaurants, hospitals, schools, and other buyers. In 1973 Westman entered the restaurant equipment supply business by purchasing the assets of the WE-4 Division of Wilscam Enterprises, Inc. At the time Westman purchased its WE-4 Division, Wilscam had an informal arrangement with Hobart to distribute Hobart products. For approximately fourteen months after West-man acquired the WE-4 Division, Hobart continued to make sales to Westman on a casual basis, but failed to offer Westman a formal distributorship agreement. Finally, in July 1974, Hobart informed Westman that it did not intend to offer Westman a distributorship. In January 1976, Hobart reaffirmed that it would not make West-man a Hobart distributor and informed Westman that it would no longer sell to Westman on a casual basis.

Thereafter, Westman brought this private antitrust action against Hobart alleging a violation of section one of the Sherman Act, 15 U.S.C. § 1 (1982). Westman claimed that Hobart had conspired with Nobel to prevent Westman from competing with Nobel in the Denver-area restaurant equipment supply market. There was no allegation that anyone other than Nobel and Hobart participated in the alleged conspiracy, that the alleged conspiracy had as its objective any tying arrangement, or that it was entered into to fix or stabilize prices. The sole factual basis for this action, as the trial court found on an adequate record, was that Nobel, fearing competition from Westman, urged Hobart to deny Westman a distributorship. The record shows that Nobel indicated to Hobart that, if Hobart granted Westman a distributorship, it would “jeopardize” Hobart’s business relationship with Nobel. Westman I, 461 F.Supp. at 635. Although Hobart offered other reasons for its refusal to grant Westman a distributorship, the trial court dismissed those reasons as “pretextual.” Id. at 636. Thus, it is clear from the record that Hobart, responding to Nobel’s veiled threat, denied Westman a distributorship. The trial court determined that Hobart’s refusal to deal constituted a per se violation of section one of the Sherman Act. It further concluded that, even under a rule-of-reason analysis, Hobart’s [1220]*1220refusal to deal would not withstand antitrust scrutiny. Id.

I.

As we approach this case, we must bear in mind that the purpose of the antitrust laws is the promotion of consumer welfare. Indeed, the Supreme Court has called the Sherman Act a “ ‘consumer welfare prescription.’ ” NCAA v. Board of Regents of University of Oklahoma, 468 U.S. 85, 107, 104 S.Ct. 2948, 2964, 82 L.Ed.2d 70 (1984) (quoting Reiter v. Sonotone Corp., 442 U.S. 330, 343, 99 S.Ct. 2326, 2333, 60 L.Ed.2d 931 (1979). The Court has also explained that “an antitrust policy divorced from market considerations would lack any objective benchmarks.” Continental T.V., Inc. v. GTE Sylvania, Inc., 433 U.S. 36, 53 n. 21, 97 S.Ct. 2549, 2559 n. 21, 53 L.Ed.2d 568 (1977). We adhere to the view that the antitrust laws should not restrict the autonomy of independent businessmen when their activities have no adverse impact on the price, quality, and quantity of goods and services offered to the consumer. See id. Thus, we consider Hobart’s refusal to deal in light of its effect on consumers, not on competitors. This approach is particularly important in cases involving vertical relationships, since such relationships often foster procompetitive business agreements. Accordingly, if the antitrust laws applicable to vertical dealings are uncertain or inefficient, they are likely to have a chilling effect on beneficial, procompetitive market interaction.

II.

The trial court’s decision in this case proceeds from its definition of the relevant market as “one-stop shopping.” This term refers to a method of marketing in which a distributor carries multiple lines of the same product as well as lines of complementary products, so as to provide all the needs of a food service operation. The trial court explained:

There is a recognized distinct market wherein a purveyor can supply a customer in the institutional food service or restaurant business with all requisite equipment and supplies. Commonly referred to as “one-stop shopping” or “full-line distribution,” customers obtain convenience, cost savings and better service from a “one-stop shopping” distributor than from houses specializing in selected products.

Westman I, 461 F.Supp. at 628. Having defined the relevant market as “one-stop shopping,” the trial court determined that Hobart’s refusal to grant Westman a distributorship excluded Westman from the market and therefore constituted a per se violation of the Sherman Act. We recognize that market definition is a question of fact, Telex Corp. v. International Business Machines Corp., 510 F.2d 894, 915 (10th Cir.), cert. dismissed, 423 U.S. 802, 96 S.Ct. 8, 46 L.Ed.2d 244 (1975), and we thus review the district court’s definition of relevant market under the “clearly erroneous” standard. Monfort of Colorado, Inc. v. Cargill, Inc., 761 F.2d 570, 579 (10th Cir.1985).

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Bluebook (online)
796 F.2d 1216, 1986 U.S. App. LEXIS 26399, Counsel Stack Legal Research, https://law.counselstack.com/opinion/westman-commission-company-cross-appellant-v-hobart-international-inc-ca10-1986.