Antitrust action under the Clayton Act & the Sherman Act; 15 USC § 26; “Direct purchasers”; Whether the case presented an exception to the “direct purchaser” standing rule under Illinois Brick Co. v. Illinois; Indirect purchasers under the terms of the settlement agreement

[This appeal was from the ED-MI.] The court reversed the district court, holding that under Michigan law, the settlement agreements in the prior “indirect purchaser” antitrust action prohibited plaintiffs from bringing a “direct-purchaser” lawsuit. The case involved an alleged conspiracy to fix prices of anti-vibration rubber parts. Defendants argued that plaintiffs already settled their claims as part of an action brought by the class that indirectly purchased the parts. Plaintiffs argued that under Illinois Brick, they were “direct purchasers” of the parts and thus, not part of the settlement class. The district court ruled that plaintiffs were “direct purchasers under the ownership-or-control exception to the standing rule of Illinois Brick.” But the court, applying Michigan contract law, held that the settlement agreements “clearly and unambiguously” barred plaintiffs from maintaining a direct-purchaser lawsuit and thus, the district court abused its discretion by ruling to the contrary. Although the settlement excluded “direct purchasers,” the court held that the term did not apply to plaintiffs, who purchased their parts from a retailer, which in turn purchased the parts from another company, which purchased the parts from one of the defendants in both of the lawsuits. “Plaintiffs’ purchasing arrangement was not '[s]traightforward, uninterrupted,' or ‘immediate.’ And it certainly was not ‘without intermediation,’ an ‘intervening step’ or a ‘middleman.’ By definition then, it was not direct. It was indirect.” The court noted that even if plaintiffs had standing under Illinois Brick, that would not change the fact that they indirectly purchased the parts. Remanded.