Georgia Pacific Corporation v. Cook Timber Company, Inc.
2016 Miss. LEXIS 269
Miss.2016Background
- Cook Timber (CTC), a Mississippi logger, supplied most of its pine pulpwood exclusively to Georgia-Pacific (GP) from 1983 until GP in March 2000 stopped accepting CTC’s pine pulpwood deliveries to one mill, prompting suit.
- CTC sued for breach of contract (asserting GP improperly culled and withheld payment for wood and failed to include required info on scale tickets) and for antitrust violations under Mississippi Code §§ 75-21-1 (concerted action) and 75-21-3 (unilateral conduct).
- At trial the court directed verdicts for GP on the § 75-21-1 conspiracy claim and on a breach-of-contract theory (later challenged); the jury found for CTC on the § 75-21-3 unilateral antitrust claim and awarded actual and punitive damages.
- On appeal GP challenged expert testimony, jury instructions, punitive damages, and sufficiency of evidence for the § 75-21-3 claim; CTC cross-appealed the directed verdicts on conspiracy and breach of contract.
- The Supreme Court of Mississippi reversed the jury verdict on the § 75-21-3 unilateral antitrust claim and affirmed the directed verdict on the § 75-21-1 conspiracy claim, but reversed the directed verdict on breach of contract and remanded that claim for a new trial.
Issues
| Issue | Plaintiff's Argument (Cook Timber) | Defendant's Argument (Georgia-Pacific) | Held |
|---|---|---|---|
| Whether GP violated § 75-21-3 (unilateral antitrust) | GP used buyer power (Project Hawker, core suppliers, inventory stockpiling, published price lists, docking/culling) to restrain trade/engross or forestall timber and suppress prices | GP contends its conduct was lawful purchasing strategy (lower costs, inventory management); evidence shows conscious parallelism not monopoly/conspiracy | Reversed jury verdict: insufficient evidence to prove violation of § 75-21-3; conduct fell short of statutory subsections and traditional notions of engrossing/monopolizing |
| Whether GP violated § 75-21-1 (combination/conspiracy) | CTC argued circumstantial evidence (parallel conduct, inter-company communications) supports inference of agreement | GP argued lack of any agreement; evidence shows only observations of competitors lowering prices | Affirmed directed verdict for GP: no reasonable juror could infer an express or implied agreement—evidence amounted to conscious parallelism |
| Whether GP breached contract by culling quality wood and failing to provide statutorily compliant scale tickets | CTC argued GP abused contractual culling rights to take payment for non-defective wood and failed to list dockage basis/amount on scale tickets, giving rise to a rebuttable presumption against GP | GP argued contract permitted culling for nonconforming wood and practices were proper; scale tickets and settlement sheets reflect lawful adjustments | Reversed directed verdict for GP: sufficient evidence (email suggesting subtle culling strategy plus defective scale-ticket omissions raising adverse presumption) to submit breach claim to jury; remand for new trial on breach claim |
| Whether punitive damages (and related jury instructions/admissions) were proper/available | CTC maintained punitive damages could be awarded based on malicious or reckless contractual breach and, per dissent, possibly under antitrust statute | GP argued punitive damages were improper/unsupported for antitrust claim and should be remitted or set aside | Majority: did not reach punitive-damages merits after reversing § 75-21-3 verdict; concurrence emphasized punitive damages remain possible on remand for the breach claim; dissent argued punitive damages are available under antitrust statute and upheld jury award |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (federal standard distinguishing parallel conduct from agreement)
- T.C.B. Constr. Co. v. W.C. Fore Trucking, Inc., 134 So.3d 701 (Miss. 2013) (standards for punitive damages in contract cases)
- Brown v. Staple Cotton Coop. Ass’n, 96 So. 849 (Miss. 1923) (reasonableness rule of restraint-of-trade under Mississippi law)
- Barataria Canning Co. v. Joulian, 31 So. 961 (Miss. 1902) (historical interpretation of antitrust prohibitions concerning price restraints)
- TXO Prod. Corp. v. Alliance Res. Corp., 509 U.S. 443 (Supreme Court precedent on punitive-damages review)
- Solanki v. Ervin, 21 So.3d 552 (Miss. 2009) (standard of review for directed verdict/judgment as a matter of law)