Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 1 of 27 PageID #:564
`
`
`SANDEE’S CATERING,
`
` Plaintiff,
`
` v.
`
`AGRI STATS, INC. et al.,
`
` Defendants.
`
`IN THE UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF ILLINOIS
`EASTERN DIVISION
`
`
`
`
` No. 20 C 2295
`
` Judge Virginia M. Kendall
`
`
`
`
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`MEMORANDUM OPINION AND ORDER
`
`This is an antitrust case brought by an indirect purchaser of turkey products against several
`
` )
`
`
`
`turkey wholesalers and a company that produces statistical reports about the agricultural industry.1
`
`The Complaint alleges that Defendants conspired, in violation of Section 1 of the Sherman Act, to
`
`exchange competitively sensitive information and that this exchange caused Plaintiff to pay more
`
`for turkey than it would have under normal market conditions. Plaintiff has also brought state law
`
`antitrust claims, state consumer protection claims, and claims for unjust enrichment. Defendants2
`
`now move to dismiss the Complaint for failure to state a claim. For the reasons set forth below,
`
`the Joint Motion [Dkt. 34] is denied as to the federal antitrust claims, the dismissal of the state
`
`antitrust claims is granted as to Utah only, the dismissal of the state consumer protection claims is
`
`granted as to Arkansas only,3 and all unjust enrichment claims are dismissed. Defendant Kraft has
`
`filed a separate Motion to Dismiss [Dkt. 36], which is granted for the reasons discussed below.
`
`
`1 This case is related to Olean Wholesale Grocery Cooperative, Inc., et al. v. Agri Stats, Inc., et al., 19-cv-08318
`(“Olean”) a case brought by direct purchaser plaintiffs which focuses on the same set of facts alleged here.
`2 All defendants except Kraft have joined the Joint Motion to Dismiss [Dkt. 34]. The Court refers to this motion as
`“Defendants’ Motion to Dismiss” or “Joint Defendants Motion to Dismiss” throughout.
`3 Plaintiff has voluntarily withdrawn its Missouri and Rhode Island consumer protection claims and the Court
`dismisses those accordingly.
`
`
`
`1
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 2 of 27 PageID #:565
`
`BACKGROUND
`
`On a motion to dismiss under Rule 12(b)(6), the Court accepts the Complaint’s well-
`
`
`
`pleaded factual allegations and draws all reasonable inferences in the non-moving party’s favor,
`
`but not its legal conclusions. See Smoke Shop, LLC v. United States, 761 F.3d 779, 785 (7th Cir.
`
`2014). The facts below come from Plaintiff’s Complaint (Dkt. 1) and the Court accepts them as
`
`true for purposes of reviewing this Motion. See Vinson v. Vermillion Cty., Ill., 776 F.3d 924, 925
`
`(7th Cir. 2015).
`
`
`
`
`
`Plaintiff Sandee’s Catering brings this action on behalf of itself individually and on behalf
`
`of a plaintiff class comprising all commercial and institutional indirect purchasers of turkey that
`
`purchased turkey other than directly from a defendant or co-conspirator in the United States
`
`beginning at least as early as January 1, 2010 through January 1, 2017 (the Class Period). (Dkt. 1
`
`¶ 66). Plaintiff Sandee’s Catering is a bakery and deli located in Jamestown, New York. (Id. ¶
`
`34). During the Class Period, Plaintiff purchased turkey in New York, indirectly from Defendants.
`
`(Id.). The turkey purchased by Plaintiff was impacted by the conduct of one or more of the
`
`Defendants, constituting an alleged antitrust violation, and plaintiff suffered monetary loss as a
`
`result of the antitrust violations alleged herein. (Id.). The turkey integrator defendants are the
`
`leading suppliers of turkey in an industry with approximately $5 billion in annual commerce.4 (Id.
`
`¶ 1). Defendant Agri Stats is a company that provides secretive information exchange services to
`
`companies in a variety of agricultural sectors, including pork, chicken, and turkey. (Id. ¶ 2). The
`
`turkey integrator defendants each entered into an agreement from at least 2010 to January 1, 2017,
`
`
`4The Defendants include Butterball LLC (Butterball); Cargill Inc. and Cargill Meat Solutions Corporation, (together
`and separately, Cargill); Cooper Farms, Inc. (Cooper Farms); Farbest Foods, Inc., (Farbest); Foster Farms LLC and
`Foster Poultry Farms (together and separately, Foster Farms); Hormel Foods Corporation and Hormel Foods LLC
`(together and separately, Hormel); House of Raeford Farms, Inc., (House of Raeford); Kraft Heinz Foods Company
`and Kraft Foods Group Brands LLC (together and separately, Kraft Foods), Perdue Farms, Inc. and Perdue Foods
`LLC (together and separately, Perdue); Tyson Foods, Inc., The Hillshire Brands Company, Tyson Fresh Meats, Inc.
`and Tyson Prepared Foods, Inc. (together and separately, Tyson).
`2
`
`
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 3 of 27 PageID #:566
`
`to exchange sensitive information through Agri Stats regarding their production and sales of
`
`turkey. (Id. ¶ 3). Turkey is the relevant product market and the geographic market is the
`
`continental United States. (Id. ¶ 4). Defendants and co-conspirators collectively controlled
`
`approximately 80 percent of the overall market share for turkeys during the Class Period. (Id. ¶
`
`6). Each one of the defendants and co-conspirators entered into an agreement to exchange
`
`information through Agri Stats, as shown in a 2010 excerpt from an Agri Stats presentation. (Id. ¶
`
`8).
`
`
`
`The alleged information exchanged by Agri Stats is current and forward-looking, it is
`
`specific to the turkey producers, including information on profits, prices, costs and production
`
`levels, and none of the information was publicly available. (Id. ¶ 10). Industry participants relied
`
`on Agri Stats reports in their analysis of their business operations, as attested to by confidential
`
`witnesses. (Id. ¶¶ 12–15, 19). Agri Stats reports also contained detailed information on industry-
`
`wide supply levels; a job description of an Agri Stats employee stated that they analyzed Turkey
`
`“breeder flock and hatchery data” as well as Turkey “growout flocks.” (Id. ¶ 16–17). Stats reports
`
`are nominally anonymous, but defendant integrators were often able to deanonymize the reports
`
`to identify the data of specific companies based on their industry knowledge. (Id. ¶ 18). In addition
`
`to their participation in Agri Stats, defendant integrators had frequent opportunities to
`
`communicate, in conjunction with formal meetings of various trade associations, namely the
`
`National Turkey Federation (“NTF”) which held regular yearly meetings, including the NTF
`
`Annual Convention and the NTF Leadership conference, which were widely attended by the
`
`defendant integrators. (Id. ¶¶ 22, 123–26). Defendants also participated in the United States
`
`Poultry & Egg Export Council (USAPEEC) and the North American Meat Institute (NAMI),
`
`which provide further opportunities to collude. (Id. ¶¶ 127–29).
`
`
`
`3
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 4 of 27 PageID #:567
`
`
`
`Throughout the conspiracy period, defendant integrators were able to exercise a high level
`
`of industry-wide restraint in keeping the growth of turkey supply in check. (Id. ¶ 20). This restraint
`
`caused turkey prices to rise, therein having the anticompetitive effect of allowing defendants to
`
`engage in collusion to restrain the supply of turkey by facilitating information exchange about
`
`supply levels throughout the industry. (Id.). The turkey market during the conspiracy period,
`
`production, measured through USDA data, remained artificially restrained even as demand,
`
`captured by higher per capita expenditures on turkey, rose significantly. (Id. ¶ 21). These observed
`
`price and output dynamics indicate that it was not falling demand that caused a decline in supply
`
`during the conspiracy period. (Id.).
`
`
`
`The turkey market has all of the characteristics of a market where information exchange is
`
`likely to have anticompetitive effects: turkey is a fungible product, the market for turkey has price-
`
`based competition, the demand for turkey is relatively inelastic, and the turkey market features a
`
`trend towards price uniformity. (Id. ¶ 28, ¶¶ 98–106). The information exchange through Agri
`
`Stats had anticompetitive effects on the market. (Id. ¶ 31). Prior to the conspiracy, turkey prices
`
`closely tracked the underlying cost of feed, which is the primary input cost in the production of
`
`turkey. (Id.). Beginning in 2009 through 2010, prices of turkey spiked to an unprecedented level,
`
`showing the anticompetitive effects of Defendants’ information exchange through Agri Stats. (Id.
`
`¶¶ 31, 108–16). Prices of turkey quickly returned to match underlying feed costs after litigation
`
`was filed in late 2016 in the broiler industry that centered on the anticompetitive use of Agri Stats.
`
`(Id.).
`
`
`
`There are high barriers to entry in the market for turkey for meat consumption. (Id. ¶ 92).
`
`A new entrant into the market would face costly and lengthy start-up costs, including multi-million
`
`dollar costs associated with research and development, equipment, energy, transportation,
`
`
`
`4
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 5 of 27 PageID #:568
`
`distribution, infrastructure (aka “rolling stock”), skilled labor, experienced management, a skilled
`
`contract-farmer base in a specific geographic area, longstanding customer relationships, safety and
`
`quality assurance, and regulatory approvals relating to environmental, worker safety, and food
`
`safety issues. (Id.). The price of construction of a new integrated turkey processing complex is
`
`relatively high. (Id.). The turkey market also has high levels of vertical integration that constitute
`
`a barrier to entry. The NTF states that “turkey companies are vertically integrated, meaning they
`
`control or contract for all phases of production.” (Id. ¶ 95).
`
`
`
`Plaintiffs bring their suit as a class action seeking equitable and injunctive relief. The class
`
`(“the Nationwide Class”) is defined as:
`
`All commercial and institutional purchasers in the United States and its territories that
`purchased turkey, once or more, other than directly from Defendants, entities owned or
`controlled by Defendants, or other producers of turkey, from January 1, 2010 to January 1,
`2017. Excluded from the Nationwide Class are the Court and its personnel, and any
`Defendants and their parent or subsidiary companies.
`
`
`
`
`
`
`
`(Id. ¶ 130). Plaintiff also seeks damages pursuant to the common law of unjust enrichment and
`
`the state antitrust, unfair competition, and consumer protection laws of the states and territories
`
`listed below (the “Indirect Purchaser States”) on behalf of the following class (the “Damages
`
`Class”):
`
`All commercial and institutional purchasers in the Indirect Purchaser States that purchased
`turkey, once or more, other than directly from Defendants, entities owned or controlled
`by Defendants, or other producers of turkey from January 1, 2010 to January 1, 2017.
`Excluded from the Damages Class are the Court and its personnel, and any Defendants and
`their parent or subsidiary companies.
`
`
`
`
`
`
`
`(Id. ¶ 131). Common questions of law and fact exist as to all members of the Classes which
`
`predominate over individual issues and Plaintiff’s claims are typical of the class members. (Id. ¶¶
`
`135–36, 138). Plaintiff will fairly and adequately protect the interests of the Class. (Id. ¶ 137).
`
`
`
`5
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 6 of 27 PageID #:569
`
`
`
`Count One brings a claim for antitrust injury under Section 1 of the Sherman Act (15 U.S.C.
`
`§§ 1, 3). (Id. ¶¶ 146–64). Count Two alleges violations of state antitrust laws in Arizona,
`
`California, the District of Columbia, Iowa, Kansas, Maine, Michigan, Minnesota, Mississippi,
`
`Nebraska, Nevada, New Hampshire, New Mexico, New York, North Carolina, North Dakota,
`
`Oregon, Rhode Island, South Dakota, Tennessee, Utah, Vermont, West Virginia, and Wisconsin.
`
`(Id. ¶¶ 165–96). Count Three alleges violations of state consumer protection laws in Arkansas,
`
`California, Florida, Minnesota, Missouri, Nebraska, New Hampshire, New Mexico, New York,
`
`North Carolina, North Dakota, Rhode Island, South Carolina, South Dakota, Vermont, and
`
`Wisconsin. (Id. ¶¶ 199–214). Count Four alleges unjust enrichment under the state laws of all the
`
`aforementioned states. (Id. ¶¶ 215–32).
`
`LEGAL STANDARD
`
`A motion to dismiss for failure to state a claim challenges the sufficiency of the complaint.
`
`
`
`Berger v. National Collegiate Athletic Association, 843 F.3d 285, 289–90 (7th Cir. 2016). When
`
`considering a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), the Court must
`
`construe the complaint in the light most favorable to the non-moving party, accept well-pleaded
`
`facts as true, and draw all inferences in the non-moving party’s favor. Bell v. City of Chicago, 835
`
`F.3d 736, 1146 (7th Cir. 2016). The complaint must contain a “short and plain statement of the
`
`claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). A party need not plead
`
`“detailed factual allegations,” but “labels and conclusions” or a “formulaic recitation of the
`
`elements of a cause of action will not do.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555
`
`(2007). A complaint must contain sufficient factual matter that when “accepted as true . . . ‘state
`
`a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting
`
`Twombly, 550 U.S. 570). In assessing the sufficiency of the complaint, the "reviewing court [must]
`
`
`
`6
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 7 of 27 PageID #:570
`
`draw on its judicial experience and common sense." Iqbal, 556 U.S. at 679. When there are well-
`
`pleaded factual allegations, the Court assumes their veracity and then determines whether they
`
`plausibly give rise to an entitlement to relief. Id.
`
`Sherman Act Claims
`
`DISCUSSION
`
`
`The Joint Defendants move to dismiss Sandee’s federal Sherman Act claims. (Dkt. 34).
`
`I.
`
`
`
`The Joint Defendants motion incorporates their arguments made in their Motion to Dismiss the
`
`claims in Olean Wholesale Grocery Cooperative, Inc., et al. v. Agri Stats, Inc., et al., 19-cv-08318
`
`(Dkt. 144). For the reasons discussed further in this Court’s decision in Olean, the Court denies
`
`the Joint Defendant’s Motion to Dismiss the federal antitrust claims. Plaintiff has adequately
`
`alleged a violation of Section 1 of the Sherman Act under a rule of reason analysis to proceed at
`
`this stage. The Court will therefore focus on Sandee’s state law claims.
`
`II.
`
`
`
`The Court’s Jurisdiction over Sandee’s Claims
`
`The Joint Defendants assert that this Court cannot hear Sandee’s claims for two reasons.
`
`First, Defendants claim that Sandee’s does not have Article III standing to pursue its state law
`
`claims. Next, Defendants argue that this Court cannot exercise personal jurisdiction over the non-
`
`Illinois Defendants to hear the state law claims. For the reasons stated below, Sandee’s has
`
`asserted Article III standing and the Court may exercise jurisdiction over the non-Illinois
`
`Defendants.
`
`
`
`
`
`A.
`
`Article III Standing
`
`Defendants argue that Sandee’s does not have Article III standing to bring its various state
`
`law claims as Sandee’s has only alleged purchasing turkey in New York. Three elements comprise
`
`the “irreducible constitutional minimum” of standing: (1) a concrete and particularized injury in
`
`
`
`7
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 8 of 27 PageID #:571
`
`fact that is (2) fairly traceable to the alleged action of the defendant, and (3) likely to be redressed
`
`by a favorable decision. McGarry & McGarry, LLC v. Bankruptcy Management Solutions, Inc.,
`
`937 F.3d 1056, 1063 (7th Cir. 2019) (citing Lujan v. Defenders of Wildlife, 504 U.S. 555, 560
`
`(1992)). “It bears repeating that a person cannot predicate standing on injury which he does not
`
`share. Standing cannot be acquired through the back door of a class action.” In re Dairy Farmers
`
`of Am., Inc. Cheese Antitrust Litig., 2013 WL 4506000, at *8 (N.D. Ill. Aug. 23, 2013) (citing
`
`Payton v. County of Kane, 308 F.3d 673, 682 (7th Cir.2002)). The plaintiff must be part of the
`
`class to have standing as a class representative, “that is, he must possess the same interest and
`
`suffer the same injury shared by all members of the class he represents.” Id. (citing Keele v.
`
`Wexler, 149 F.3d 589, 592–93 (7th Cir. 1998)).
`
`
`
`Courts in this Circuit have handled differently the question of standing for Indirect
`
`Plaintiffs alleging state law claims in states where they have not alleged either residency or
`
`purchasing of the product. Compare In re Dairy Farmers of Am., Inc. Cheese Antitrust Litig.,
`
`2013 WL 4506000, at *8 (denying standing where indirect purchaser plaintiffs failed “to satisfy
`
`their burden of showing Article III standing for states in which they do not reside and/or did not
`
`purchase the products at issue”), and In re Plasma–Derivative Protein Therapies Antitrust Litig.,
`
`2012 WL 39766 (N.D. Ill. Jan. 9, 2012) (same); with In re Broiler Chicken Antitrust Litig., 290 F.
`
`Supp.3d 772, 810 (N.D. Ill. 2017) (finding standing for state law claims present where Plaintiff
`
`alleged antitrust injury generally), and In re Dealer Management Systems Antitrust Litig., 362 F.
`
`Supp. 3d 510, 547–48 (N.D. Ill. 2019) (finding that “[a]lthough courts (including this Court) have
`
`held that claims ‘brought under the laws of the states in which no named [plaintiff] purchased
`
`goods’ must be dismissed for lack of Article III standing… the trend has been to treat the issue as
`
`one of statutory standing that can be deferred until class certification.”) (internal citations omitted).
`
`
`
`8
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 9 of 27 PageID #:572
`
`
`
`In re Broiler Chicken Antitrust Litig. presented claims similar to the instant case and
`
`provides illuminating analysis, although it is not binding on this Court. 290 F. Supp.3d at 810.
`
`There the Court found that the indirect plaintiffs had plausibly alleged Article III standing for their
`
`claims, including state law claims where the indirect plaintiffs did not allege residency or purchase
`
`of products. The Court declined to dismiss on standing grounds because the Indirect Plaintiffs
`
`plausibly alleged Article III standing as to themselves, and that “analysis suffices to establish the
`
`named plaintiffs' standing to assert the claims of class members in other states.” Id.
`
`
`
`Likewise, Sandee’s has alleged Article III standing. Sandee’s alleges that the turkey it
`
`purchased from Defendants was overpriced as a result of Defendants’ anticompetitive actions and
`
`that Sandee’s suffered monetary loss as a result of the antitrust violations. (Dkt. 1 ¶ 38). Sandee’s
`
`alleges its wrongs could be redressed by injunctive relief and money damages. (Id. ¶¶ 144, 164,
`
`171). Such allegations meet the standard for pleading Article III standing.
`
`
`
`
`
`Personal Jurisdiction
`
`B.
`
`Defendants arguments that this Court cannot exercise personal jurisdiction over the non-
`
`Illinois Defendants also fail. Federal courts generally may exercise personal jurisdiction over a
`
`defendant if the defendant is subject to the jurisdiction of the state court in which the district court
`
`sits. Fed. R. Civ. P. 4(k)(1)(A). In Illinois, that means this Court “may exercise personal
`
`jurisdiction over [the Defendants] if it would be permitted to do so under the Illinois long-arm
`
`statute.” uBid, Inc. v. GoDaddy Group, Inc., 623 F.3d 421, 425 (7th Cir. 2010). “Because Illinois
`
`permits personal jurisdiction if it would be authorized by either the Illinois Constitution or the
`
`United States Constitution, the state statutory and federal constitutional requirements merge.” Id.
`
`Under the Constitution, personal jurisdiction requires a defendant to have made “certain minimum
`
`contacts with [the forum state] such that the maintenance of the suit does not offend traditional
`
`
`
`9
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 10 of 27 PageID #:573
`
`notions of fair play and substantial justice.” Int'l Shoe Co. v. Washington, 326 U.S. 310, 316
`
`(1945).
`
`
`
`Notably, Defendants do not contest that jurisdiction in this Court for Sandee’s federal
`
`antitrust claims is proper. That is because the Court has jurisdiction under Clayton Act § 12, 15
`
`U.S.C. § 22, as a separate basis for personal jurisdiction over the Defendant corporation. Section
`
`12 states:
`
`Any suit, action, or proceeding under the antitrust laws against a corporation may be
`brought not only in the judicial district whereof it is an inhabitant, but also in any district
`wherein it may be found or transact business; and all process in such cases may be served
`in the district of which it is an inhabitant, or wherever it may be found.
`
`
`
`
`
`
`15 U.S.C. § 22. Section 12 “provides for both personal jurisdiction and venue in the case of a
`
`corporate defendant. Its first clause sets venue anywhere the corporation is an ‘inhabitant,’ is
`
`‘found,’ or ‘transacts business,’ while the second clause provides for nationwide (indeed,
`
`worldwide) service of process and therefore nationwide personal jurisdiction. KM Enterprises,
`
`Inc. v. Global Traffic Tech., Inc., 725 F.3d 718, 724 (7th Cir. 2013). Plaintiff has taken advantage
`
`of the nationwide personal jurisdiction and brought the case in this Court, which Defendants do
`
`not dispute is proper.
`
`
`
`Plaintiff can therefore bring its state law claims as an exercise of pendent jurisdiction. The
`
`Seventh Circuit has recognized the doctrine of pendent personal jurisdiction, which permits a court
`
`that has specific personal jurisdiction over a defendant for one claim to exercise personal
`
`jurisdiction over that defendant as to another claim for which personal jurisdiction may otherwise
`
`be lacking if those claims arise out of a common nucleus of facts. See Robinson Eng'g Co. Pension
`
`Plan & Tr. v. George, 223 F.3d 445, 449 (7th Cir. 2000); see also Muir v. Nature’s Bounty (DE),
`
`Inc., 2018 WL 3647115, at *4 (N.D. Ill. Aug. 1, 2018). Pendent personal jurisdiction is most often
`
`invoked where an anchor federal claim provides for nationwide service of process. See Robinson
`
`
`
`10
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 11 of 27 PageID #:574
`
`Eng'g Co., 223 F.3d at 449. Section 12 provides just such a nationwide service of process. Because
`
`there is no dispute that Sandee’s federal and state claims “form part of the same case or
`
`controversy” and “derive from a common nucleus of operative fact,” the exercise of supplemental
`
`jurisdiction is appropriate here. Hansen v. Bd. of Trustees of Hamilton Southeastern School Corp.,
`
`551 F.3d 599, 607 (7th Cir. 2008) (citations omitted).
`
`
`
`Defendants argue that Bristol-Myers Squibb Co. v. Superior Court, 137 S. Ct. 1773 (2017)
`
`precludes Plaintiff’s state law claims. Defendants arguments are unavailing. First, the factual
`
`scenario presented here is different than in Bristol-Myers. In Bristol-Myers, a group of 86
`
`California residents and 592 individuals from 33 other states filed eight complaints in California
`
`Superior Court, alleging that a drug that Bristol-Meyers sold in California, but developed,
`
`manufactured, and created a marketing strategy for elsewhere, damaged their health. 137 S.Ct at
`
`1778. The Court held that a state may not authorize specific jurisdiction based solely on “a
`
`defendant’s relationship with a...third party,” even when that third party has “similar” claims
`
`against the defendant that fall within the court’s specific jurisdiction. Id. at 1782. Jurisdiction in
`
`this Court is not predicated on the limited interactions of Defendants with this forum, it is based
`
`on the nationwide personal jurisdiction that arises under Section 12. Thus, even if Bristol-Myers
`
`applied to class action suits in federal courts, a question the Court need not resolve, it would not
`
`apply to this scenario. See Mussat v. IQVIA, Inc., 953 F.3d 441, 447 (7th Cir. 2020) (stating, in
`
`dicta, that it is worth “recalling that the Supreme Court in Bristol-Myers expressly reserved the
`
`question whether its holding extended to the federal courts at all” and that the “opinion does not
`
`reach the question whether its holding would apply to a class action.”).
`
`
`
`Nothing in Bristol-Myers does away with pendent jurisdiction of state law claims when a
`
`statute provides nationwide personal jurisdiction. See Leppert v. Champion Petfoods USA Inc.,
`
`
`
`11
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 12 of 27 PageID #:575
`
`2019 WL 216616, *5 (N.D. Ill. Jan. 16, 2019) (finding that “Bristol-Myers has since precluded
`
`courts sitting in diversity from exercising personal jurisdiction, pendent or otherwise, over any
`
`state-law claims against a nonresident defendant for which there is no connection between the
`
`forum and the specific claims.”); see also Muir, 2018 WL 3647115 at *4–5 (“Bristol-Myers
`
`imposes an indirect bar on federal courts' exercise of pendent personal jurisdiction in diversity
`
`cases…”). Bristol-Myers does not have any applicability to this case and does not bar this Court’s
`
`exercise of jurisdiction.
`
`III.
`
`
`
`Sandee’s State Antitrust Claims
`
`Sandee’s brings claims for violations of state antitrust laws in Arizona, California, the
`
`District of Columbia, Iowa, Kansas, Maine, Michigan, Minnesota, Mississippi, Nebraska, Nevada,
`
`New Hampshire, New Mexico, New York, North Carolina, North Dakota, Oregon, Rhode Island,
`
`South Dakota, Tennessee, Utah, Vermont, West Virginia, and Wisconsin. (Dkt. 1 ¶¶ 165–96).
`
`Defendants argue that Sandee’s state antitrust claims fail because Sandee’s allegations are
`
`conclusory and fail to state a claim. For the reasons stated in this Court’s Olean decision, Sandee’s
`
`has pled sufficient allegations to state a federal antitrust claim and such reasoning applies to these
`
`allegations under state law. Defendants argue that Plaintiff has not pled sufficient allegations and
`
`cannot state a claim under the antitrust laws of the District of Columbia, New York, Wisconsin,
`
`Mississippi, Rhode Island, and Utah. The Court analyzes each state’s laws in turn.
`
`
`
`
`
`A.
`
`District of Columbia, New York, and Wisconsin
`
`Defendants argue that Sandee’s claims under the antitrust laws of the District of Columbia,
`
`New York and Wisconsin should be dismissed because those jurisdictions require that the alleged
`
`agreement have a ‘substantial effect’ on intrastate commerce and therefore do not apply here.
`
`
`
`12
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 13 of 27 PageID #:576
`
`
`
`According to Defendants, the District of Columbia’s antitrust statute, D.C. Code § 28-4501,
`
`et seq., does not apply to “claims which, though bearing some connection to the District of
`
`Columbia, are in fact interstate in nature.” (Dkt. 35 at 13). New York’s Donnelly Act, N.Y. Gen.
`
`Bus. Law § 340, et seq., is not implicated “[w]here the conduct complained of principally affects
`
`interstate commerce, with little or no impact on local or intrastate commerce.” H-Quotient v.
`
`Knight Trading Grp., 2005 WL 323750, at *5 (S.D.N.Y. Feb 9, 2005) (internal citations omitted)).
`
`Finally, Defendants claim that under Wisconsin’s antitrust statute, Wis. Stat. § 133.01, et seq.,
`
`Sandee’s must allege that the conduct complained of “substantially affects” the people of
`
`Wisconsin. Olstad v. Microsoft Corp., 700 N.W.2d 139, 158 (Wis. 2005). For the reasons
`
`discussed below, Defendants’ arguments fail.
`
`
`
`Plaintiff alleges sufficient facts to state a Donnelly Act claim under New York law.
`
`Plaintiff is a New York-based bakery and deli that has paid more for turkey in New York state as
`
`a result of Defendants’ anticompetitive actions. (Dkt. 1 ¶ 38). That in itself is sufficient under the
`
`case law. The cases Defendants rely upon generally pertain to out-of-state plaintiffs and
`
`defendants with no allegations as to New York in particular. See Conergy AG v. MEMC Elec.
`
`Materials, Inc., 651 F. Supp. 2d 51, 61 (S.D.N.Y. 2009) (finding Donnelly Act preempted by
`
`federal antitrust laws where parties were not New York-based and the complaint did not allege any
`
`impact on New York specifically and it was not “plain that any of the parties compete with New
`
`York producers, serve New York customers, or employ citizens of the State of New York.”); H-
`
`Quotient v. Knight Trading Grp., 2005 WL 323750, at *5 (S.D.N.Y. Feb 9, 2005) (finding
`
`preemption where one defendant was New York-based but the plaintiff was Virginia-based and
`
`the antitrust conspiracy pertained to the sale of stocks in a Virginia company).
`
`
`
`13
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 14 of 27 PageID #:577
`
`
`
`However, that is not the case here where a New York-based Plaintiff has alleged harm to
`
`itself specifically. WorldHomeCenter.com, Inc. v. PLC Lighting, Inc., 851 F. Supp. 2d 494, 501
`
`(S.D.N.Y. 2011) (finding Donnelly Act claim was not preempted where Plaintiff alleged that
`
`Defendant regularly transacted or solicited business in New York, that Plaintiff was a New York
`
`corporation, and that a substantial part of the events at issue occurred in New York).
`
`
`
`Plaintiff alleges sufficient facts to sustain a claim under the antitrust laws of the District of
`
`Columbia. Citing one case from thirty years ago, Defendants seek to enhance the pleading
`
`requirements. See Sun Dun, Inc. of Wash. v. Coca-Cola Co., 740 F. Supp. 381, 396 (D. Md. 1990).
`
`However, more recent cases have allowed a District of Columbia state antitrust claim to proceed
`
`where plaintiffs have pled an impact in the District of Columbia. In re Intel Corp. Microprocessor
`
`Antitrust Litig., 496 F. Supp. 2d 404, 412 (D. Del. 2007) (allowing case to proceed where class
`
`plaintiffs alleged an impact upon consumers in the District of Columbia through allegations that
`
`the putative class members were injured by defendant's alleged conduct throughout the United
`
`States and in the District of Columbia); In re Loestrin 24 FE Antitrust Litig., 410 F. Supp.3d 352,
`
`375 (D.R.I. 2019) (“This Court joins the majority of courts in concluding that the [Plaintiffs] have
`
`sufficiently pled intrastate activity where they allege nationwide antitrust violations, the antitrust
`
`impact of which was felt within each state.”); In re Solodyn (Minocycline Hydrochloride) Antitrust
`
`Litig., 2015 WL 5458570, at *16 (D. Mass. Sept. 16, 2015) (holding that allegations of nationwide
`
`antitrust violation that resulted in increased prices paid within each state are sufficient to allege
`
`intrastate commerce). Here, Plaintiff pleads that a nationwide conspiracy artificially increased the
`
`prices of turkey and impacted putative class members who were injured in the District of
`
`Columbia. (Dkt. 1¶ 175). This suffices to plead an injury under the antitrust laws of the District
`
`of Columbia.
`
`
`
`14
`
`

`

`Case: 1:20-cv-02295 Document #: 88 Filed: 10/26/20 Page 15 of 27 PageID #:578
`
`
`
`Finally, Plaintiff pleads sufficient facts to state a claim under Wisconsin antitrust laws.
`
`Defendants cite Olstad v. Microsoft Corp., 700 N.W. 2d 139, 158 (Wis. 2005) for the proposition
`
`that to state an antitrust claim under Wisconsin law a plaintiff must plead that “the conduct
`
`complained of ‘substantially affects’ the people of Wisconsin.” However, subsequent case law
`
`has clarified what “substantially affects” means for pleading standards. The Wisconsin Supreme
`
`Court has explained that:
`
`[A] complaint under the Wisconsin Antitrust Act, where the circumstances involve
`interstate commerce and the challenged conduct occurred outside of Wisconsin, is
`sufficient if it alleges price fixing as a result of the formation of a combination
`or
`conspiracy that substantially affected the people of Wisconsin and had impacts in this
`state.... [R]equiring greater specificity [ ] would create a heightened pleading standard for
`Chapter 133 actions that would bar otherwise legitimate suits, thus undermining the Act's
`purposes of fostering competition and prohibiting unfair discriminatory business practices.
`
`
`
`
`
`
`
`
`
`Meyers v. Bayer AG, 735 N.W.2d 448, 461 (Wis. 2007). The Court further stated that bare
`
`allegat