Z Technologies Corporation v. The Lubrizol Corporation
753 F.3d 594
6th Cir.2014Background
- Lubrizol acquired Lockhart’s oxidate business on February 7, 2007, creating a monopoly in the oxidate market.
- Lockhart’s non-compete clause restricted its activities for five years post-transaction.
- Post-acquisition, Lubrizol raised prices on oxidates in 2007–2008 by about 70%.
- FTC filed a complaint in 2009 and entered a consent decree in April 2009; Lubrizol divested assets and loosened restraints.
- Z Technologies sued in 2012 alleging Sherman Act, Clayton Act, and Michigan antitrust violations; district court dismissed as time-barred.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does continuing violations toll the statute for post-merger price increases under the Sherman Act? | Z Technologies contends continuing violations tolling applies. | Lubrizol contends price increases are inertial post-merger and not overt acts. | No; continuing violations do not apply to price increases after merger. |
| Are post-merger price increases overt acts that restart the limitations period? | Price increases are overt acts extending the statute. | Price increases are reaffirmations of a merger, not new acts. | Prices increases are not overt acts; do not restart the limitations period. |
| Is the enforcement of the non-compete clause an overt act extending the limitations period? | Non-compete enforcement could be an overt act. | Existence of non-compete is insufficiently pled and speculative. | Enforcement of the non-compete clause is not an overt act. |
| Does the hold-and-use doctrine extend the Clayton Act limitations here? | Lubrizol’s use of the asset post-merger constitutes a new use. | No new use shown; assets not used in a different manner. | Hold-and-use not satisfied; Clayton Act claim barred. |
| Do Michigan antitrust claims rise and fall with federal claims on limitations? | Michigan claims align with federal antitrust timing. | Federal disposition governs; Michigan follows federal timing. | Michigan claims dismissed as identical to federal statute of limitations result. |
Key Cases Cited
- Peck v. Gen. Motors Corp., 894 F.2d 844 (6th Cir. 1990) (continuing violations in conspiracy context; last overt act rule)
- Barnosky Oils, Inc. v. Union Oil Co. of Cal., 665 F.2d 74 (6th Cir. 1981) (unabated inertial consequences not continuing violations)
- Grand Rapids Plastics, Inc. v. Lakian, 188 F.3d 401 (6th Cir. 1999) (payments under prior contract not new independent act)
- DXS, Inc. v. Siemens Med. Sys., Inc., 100 F.3d 462 (6th Cir. 1996) (new and independent acts when policies shift and enforce reforms)
- Concord Boat Corp. v. Brunswick Corp., 207 F.3d 1039 (8th Cir. 2000) (merger claims; continuing violations not restarting statute when merger completed)
- Midwestern Machinery Co. v. Northwest Airlines, 392 F.3d 265 (8th Cir. 2004) (merger claims; hub premium not continuing violation; merger discrete act)
- Zenith Radio Corp. v. Hazeltine Research Inc., 401 U.S. 321 (1971) (continuing conspiracy to violate antitrust laws)