Opinion · Court of Appeals for the First Circuit
A.D.M. Corp. (Formerly Known as Frost Controls Corp.) v. Sigma Instruments, Inc.
A.D.M. Corp. (Formerly Known as Frost Controls Corp.) v. Sigma Instruments, Inc., 628 F.2d 753 (1st Cir. 1980)
- Type
- Opinion
- Court
- Court of Appeals for the First Circuit
- Jurisdiction
- Federal
- Date
- 1980-09-05
- Topic
- general
How later courts describe this case
- discussing the Third Circuit's similar ruling in H.H. Robertson Co. v. Guardian Indus. Corp., 50 Antitrust & Trade Reg. Rep. (BNA
- sustaining district court finding that alleged injury was not “antitrust injury” in the absence of a showing that injuries, flowing from alleged business torts, had an unreasonable effect on competition
Citator
UpLaw has not yet analyzed A.D.M. Corp. (Formerly Known as Frost Controls Corp.) v. Sigma Instruments, Inc.. The absence of a flag is not a finding that it is good law.
- Cited by
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A.D.M. CORP. v. SIGMA INSTRUMENTS, INC.,628 F.2d 753(1st Cir. 1980)
A.D.M. CORP. (FORMERLY KNOWN AS FROST CONTROLS CORP.), PLAINTIFF, APPELLANT,
v. SIGMA INSTRUMENTS, INC., ET AL., DEFENDANTS, APPELLEES.
No. 80-1088.
United States Court of Appeals, First Circuit.
Argued June 6, 1980.
Decided September 5, 1980.
Michael S. Gardener, Boston, Mass., with whom Joseph C. Tanski and Mintz, Levin, Cohn, Glovsky Popeo, Boston, Mass., were on brief for appellees, Arthur J. Thomson and Frost Controls, Inc.
Donald B. Gould, Boston, Mass., with whom James E. McGuire, James B. Farmer, and Goodwin, Procter Hoar, Boston, Mass., were on brief for appellee, Sigma Instruments, Inc.
Before COFFIN, Chief Judge, BOWNES, Circuit Judge, BOYLE, District Judge.fn*
[2] The district court found that appellant's alleged injury was not "antitrust injury" in the sense of being "injury of the type the antitrust laws were intended to prevent and that flows from that which makes defendants' acts unlawful",Brunswick Corp. v.Pueblo Bowl-O-Mat, Inc.,429 U.S. 477,489,97 S.Ct. 690,697,50 L.Ed.2d 701(1977). While it is not inconceivable that "mere" unfair business practices, or business torts, could in the proper situation constitute an antitrust violation,see George R.Whitten, Jr., Inc. v. Paddock Pool Builders, Inc.,508 F.2d 547,560(1st Cir. 1974),cert. denied,421 U.S. 1004,95 S.Ct. 2407,44 L.Ed.2d 673(1975), the transmutation of these state law torts into federal antitrust violations would have to be based upon a finding that the injuries for which compensation is sought have an unreasonable effect oncompetition,as well as on a particular competitor.SeeIII P. Areeda D. Turner, Antitrust Law ¶ 737 (1978).
[3] In the present case, appellant forthrightly conceded at oral argument that had there been no instances of disloyalty by its president, and had a fair price been paid for its assets, it would not have been harmed, would have had no complaint, yet would still have been divested of its assets and out of competition. This admission, which is consistent with the gravamen of the complaint, points out the correctness of the district court's holding. If the sale of assets had an effect on competition, it would have occurred whether or not appellant was harmed. There is thus lacking the essential connection between injury and the aims of the antitrust laws necessary to give appellant standing.
[4] Had appellant been less forthcoming in characterizing its injury, the result, we think, would nevertheless be the same. To the extent that the sale of assets by one competitor to another implicates antitrust concerns, section seven of the Clayton Antitrust Act would be the most clearly pertinent statutory provision. Realizing this, appellant focuses its claim on appeal primarily on this provision of the federal antitrust laws, arguing that the sale of assets "resulted at the very least in a reasonable probability of a substantial lessening of competition . . . ." While such an allegation could in the proper circumstances state a claim for injunctive relief under section sixteen of the Clayton Antitrust Act,15 U.S.C. § 26, standing for treble damage actions under section four is less readily available than is standing under section sixteen.SeeII P. Areeda D. Turner, Antitrust Law ¶ 335e (1978). Moreover, the interests of the target corporation itself, in this case appellant, are outside of section seven's protection.See GAFCorp. v. Circle Floor Co.,463 F.2d 752,757-59(2d Cir. 1972),cert. dismissed,413 U.S. 901,93 S.Ct. 3058,37 L.Ed.2d 1045(1973);Missouri Portland Cement Co. v. Cargill,498 F.2d 851,cert. denied,419 U.S. 883(1974); II P. Areeda D. Turner,supra,at ¶ 346b. Nor do we see any reason why the result in this case should be any different under the Sherman Act merely because the sale itself is characterized as a "conspiracy", or because boilerplate language concerning an "attempt to monopolize" is included in the complaint. Accordingly, the judgment of the district court is affirmed.
[5]Affirmed.Page 568