Goforth v. Transform Holdco LLC, 6:23-cv-03167

Plaintiffs, the Goforths and their associated companies, operated a Sears Hometown Store in Bolivar, Missouri, under a Dealer Agreement with a non-compete provision prohibiting operation of a competing business within 50 miles for two years post-termination.
When the Agreement ended in July 2019, Plaintiffs began preparations to open Goforth Home and Lawn, leading to emergency actions and arbitration by Sears Hometown Authorized Stores (SAHS) to enforce the non-compete.
Multiple rounds of arbitration and appeals followed: the first arbitration enforced the non-compete, awarded attorneys’ fees, and found Malinda and her company covered by the agreement; however, on appellate arbitration, the non-compete was found unenforceable (but attorneys’ fees were affirmed).
Plaintiffs then initiated a second arbitration, asserting claims under the Sherman Act and Illinois Antitrust Act, which were denied, with the arbitrator noting those antitrust claims should have been compulsory counterclaims in the first arbitration.
After bankruptcy stayed further arbitration appeals, Plaintiffs filed this federal lawsuit under Section One of the Sherman Act against the defendants, including entities related to SAHS.
Defendants moved for summary judgment, arguing the antitrust claims were barred as compulsory counterclaims in the first arbitration and also by res judicata due to prior arbitrations.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Sherman Act claim was a compulsory counterclaim in earlier arbitration	Claim arose after initial arbitration award, so not compulsory	Claim accrued at arbitration initiation and should’ve been raised in first arbitration	Antitrust claim was a compulsory counterclaim in the first arbitration
Whether non-signatories (e.g., Malinda’s Sugar & Spice, LLC) could be bound by arbitration agreement	Malinda’s Sugar & Spice wasn’t a party, so couldn’t be required to bring counterclaim	Defendants were bound by direct benefits estoppel and family coverage in agreement	Agreement applied to Malinda and her company as spouses/immediate family/agents
Whether the court had jurisdiction over claims against Defendants who weren’t formal signatories	Defendants weren’t direct parties to Dealer Agreement	Defendants enforced the agreement through SAHS and are subject by estoppel	Defendants were bound; jurisdiction was proper for compulsory counterclaim
Whether judgment should be granted on res judicata grounds	Not specifically at issue in decision	Antitrust issues previously litigated in arbitration	Not decided—judgment was granted on compulsory counterclaim grounds

Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard)
Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (summary judgment evidentiary burden)
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (material fact standard for summary judgment)
Concord Boat Corp. v. Brunswick Corp., 207 F.3d 1039 (antitrust injury accrual)
Blue Shield of Virginia v. McCready, 457 U.S. 465 (antitrust injury need not show actual lessening of competition)
Brunswick Corp v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477 (antitrust damages accrual)