Case 5:15-cv-06480-BMS Document 414 Filed 01/26/22 Page 1 of 13
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF PENNSYLVANIA
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`WINN-DIXIE STORES, INC., et al.,
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`Plaintiffs,
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`v.
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`EASTERN MUSHROOM MARKETING :
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`COOPERATIVE, et al.,
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`Defendants.
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`CIVIL ACTION
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`No. 15-6480
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`MEMORANDUM
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`January 26, 2022
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`Schiller, J.
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`With trial in this matter finally on the horizon, Plaintiff Winn-Dixie and Defendant the
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`Eastern Mushroom Marketing Cooperative (the “EMMC”) filed competing motions for summary
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`judgment with respect to the EMMC’s ability to invoke the protections of the Capper-Volstead
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`Act. Both parties’ motions were filed late. In the normal course, this would be sufficient reason to
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`deny them both. However, given the importance of this issue at the parties’ upcoming trial, the
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`Court considered the parties’ arguments. The Court will grant Plaintiff’s motion and deny
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`Defendant’s motion for the reasons that follow.
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`I.
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`Background
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`The history in this case, related cases, and “between the parties to this antitrust lawsuit is
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`lengthy, convoluted and contentious.” In re Mushroom Direct Purchaser Antitrust Litig., 621 F.
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`Supp. 2d 274, 278 (E.D. Pa. 2009). The underlying facts and procedural labyrinth of this case have
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`been repeated several times since Winn-Dixie opted out of a related class action and sued the
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`EMMC and related entities (“Defendants”) in 2015. The Court will not spill unnecessary ink
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`recounting the background in full here and confines its discussion to the precise issue at hand.
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`As explained further below, in 2009, Judge O’Neill held that the EMMC and its members
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`were not entitled to invoke the protections of the Capper-Volstead Act as a defense to allegations
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`that they violated the federal antitrust laws. See id. at 291. Judge O’Neill’s ruling was not issued
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`as a part of this action, but rather in a related case against Defendants based on the same underlying
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`facts (the “Direct Purchaser Action”). Although the two cases are similar in many respects, one
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`significant difference is that the plaintiffs in the Direct Purchaser Action only sought to recover
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`damages sustained through August 2005. See, e.g., In re Mushroom Direct Purchaser Litig., 319
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`F.R.D. 158, 166-67 (E.D. Pa. 2016). Here, Winn-Dixie seeks damages resulting from Defendants’
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`actions “at least through 2008.” (First Am. Compl. ¶ 3.)
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`The parties never addressed whether Judge O’Neill’s Capper-Volstead ruling also applied
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`to the EMMC’s conduct after August 2005 and, if not, whether the EMMC could invoke the
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`statute’s protections with respect to its conduct during that period. At oral argument in November
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`2021, the Court posed these questions to counsel for both parties. Shortly thereafter, the parties
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`filed the instant motions for summary judgment regarding Capper-Volstead immunity.
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`II.
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`The Capper-Volstead Act
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`“The Capper-Volstead Act provides agricultural cooperatives a limited exemption from
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`antitrust laws.” In re Mushroom Direct Purchaser Antitrust Litig., 621 F. Supp. 2d at 282; see also
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`7 U.S.C. §§ 291-92. The statute permits “farmer-producers to organize together, set association
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`policy, fix prices at which their cooperative will sell their produce, and otherwise carry on like a
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`business corporation without thereby violating the antitrust laws.” Md. & Va. Milk Producers
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`Ass’n v. United States, 362 U.S. 458, 466 (1960). Given farmers’ “particularly harsh economic
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`position,” Congress enacted the Capper-Volstead Act to enable them “to join together in
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`cooperatives” as a means of “bolster[ing] their market strength and to improve their ability to
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`2
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`weather adverse economic periods and to deal with processors and distributors.” Nat’l Broiler
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`Mktg. Ass’n v. United States, 436 U.S. 816, 825-26 (1978).
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`In order to claim the statute’s protection, a cooperative must satisfy the following: (1) the
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`cooperative and its members are “engaged in the production of agricultural products as farmers”;
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`(2) each member must receive an equal vote; (3) the cooperative may not pay dividends exceeding
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`8% per year; and (4) the cooperative may “not deal in the products of nonmembers to an amount
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`greater in value than such as are handled by it for members.” 7 U.S.C. § 291; see also In re
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`Mushroom Direct Purchaser Antitrust Litig., 621 F. Supp. 2d at 283 n.8.
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`With respect to the first requirement, the Supreme Court has held that a cooperative that
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`includes “even one” non-producing member “is not entitled to the limited protection of the Capper-
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`Volstead Act.” Nat’l Broiler, 436 U.S. at 828-29. “Accordingly, if non-producers participate as
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`members in an agricultural cooperative, that cooperative is not entitled to avail itself of the Capper-
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`Volstead exemption.” In re Mushroom Direct Purchaser Antitrust Litig., 621 F. Supp. 2d at 284.
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`Similarly, a cooperative protected by the Capper-Volstead Act may not “act[] in concert or enter[]
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`into an agreement with persons or entities not engaged in agricultural production.” Id. at 286.
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`A. Judge O’Neill’s Direct Purchaser Action Capper-Volstead Ruling
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`In 2009, Judge O’Neill issued a Memorandum and Order in the Direct Purchaser Action
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`denying the Capper-Volstead Act’s protection to the EMMC based on two independent grounds:
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`(1) the EMMC included at least one non-grower member and (2) the EMMC conspired with third
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`parties. See id. at 285-86, 290-91.
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`1. EMMC Membership
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`First, Judge O’Neill found that EMMC member “M. Cutone was a non-grower member
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`who had the power to participate in the control and policy making of the association through
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`voting.” Id. at 285. He rejected the EMMC’s argument that M. Cutone’s membership in the EMMC
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`was “a technical, de minimis violation” that did not destroy Capper-Volstead immunity “because
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`there is complete identity of ownership between M. Cutone, which is not a grower, and M & V,
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`which is a grower.” Id. at 284. Instead, Judge O’Neill found M. Cutone was “a mushroom
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`distributor and a middleman, the very type of entity from which Capper-Volstead was designed to
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`protect the interests of farmer/producers.” Id. at 285. Since “even one non-farmer member in an
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`agricultural cooperative is sufficient to destroy Capper-Volstead immunity,” Judge O’Neill held
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`that the EMMC could not rely on the statute’s protection. Id. at 286.
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`Given the rigidity of the statute’s requirements, after determining that M. Cutone destroyed
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`Capper-Volstead immunity, it was unnecessary to “extend [the] analysis to other members of the
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`EMMC which plaintiffs allege have problematic memberships including Leone Pizzini and Son,
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`Inc., Brownstone Mushroom Farms, Inc., and LRP-M Mushrooms LLC.” Id. at 286 n.13. Judge
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`O’Neill therefore made “no determination” regarding the propriety of their memberships in the
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`EMMC or whether any of them (or any other EMMC member not specifically named) may have
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`independently prevented the EMMC from invoking Capper-Volstead immunity. Id.
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`2. Conspiracy with Non-Members
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`Second, Judge O’Neill held the EMMC impermissibly conspired with third party
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`distributors. Id. at 291. The Capper-Volstead “exemption does not extend to protect cooperatives
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`that conspire with non-cooperatives. . . . Cooperatives cannot, for example, conspire or combine
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`with nonexempt entities to fix prices or control supply, even though such activities are lawful when
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`engaged in by cooperatives alone.” Id. at 286. Judge O’Neill’s analysis focused on two EMMC
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`members (Kaolin and LRP-M) and their respective distributors. See id. at 289-91.
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`The EMMC argued it was entitled to Capper-Volstead immunity “because each EMMC
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`member and its affiliated distributors are commonly owned and operated” such that they both
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`comprised “a single economic entity.” Id. at 287. Accordingly, the EMMC member and its
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`distributor would be unable to conspire with one another (and by extension, the EMMC could not
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`have conspired with the distributors) under Copperweld Corp. v. Independence Tube Corp., 467
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`U.S. 752 (1984) and Sunkist Growers, Inc. v. Winckler & Smith Citrus Prods. Co., 370 U.S. 19
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`(1962). Id. at 287-88.
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`Judge O’Neill rejected this argument and found that EMMC members Kaolin and LRP-M
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`“were not under common control” with their affiliated distributors. Id. at 290. Specifically,
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`Kaolin’s two owners held only a “50% interest in the distribution centers during the relevant period
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`with another man who also had a 50% interest in the distribution centers” and the two entities were
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`engaged in litigation against each other. Id. at 289-90. LRP-M was owned jointly by “Dominic
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`Manfredini and his nephew Lucio Pizzini,” but because its affiliated grower was owned by
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`Manfredini’s wife, the entities were not commonly controlled. Id. at 290. With respect to his
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`conclusion regarding LRP-M’s ownership, Judge O’Neill noted that
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`[t]he involvement of family relationships in these varying ownerships is immaterial
`to determining common ownership and control. That partners in a company or
`between companies are related by blood or marriage—no matter how closely—
`does not ensure that they will uniformly agree on how to control the companies.
`Merely because two people are related does not mean that they have the same views
`and interests in their family businesses.
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`Id.
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`Since Kaolin and LRP-M and their respective distributors were not a “single enterprise,”
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`the price fixing they engaged in “constitute[d] a conspiracy that destroy[ed] the EMMC’s Capper-
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`Volstead exemption.” Id. at 291.1
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`B. Subsequent Proceedings
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`Defendants appealed Judge O’Neill’s Capper-Volstead decision to the Third Circuit, which
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`found it did not have jurisdiction over the matter and dismissed the appeal. See In re Mushroom
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`Direct Purchaser Antitrust Litig., 655 F.3d 158, 167 (3d Cir. 2011). Defendants later sought
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`reconsideration of Judge O’Neill’s ruling based on American Needle, Inc. v. National Football
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`League, 560 U.S. 183 (2010) and Deutscher Tennis Bund v. ATP Tour, Inc., 610 F.3d 820 (3d Cir.
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`2010). See In re Mushroom Direct Purchaser Antitrust Litig., 54 F. Supp. 3d 382, 385-86 (E.D.
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`Pa. 2014). Defendants relied on these cases to reassert their argument that EMMC members Kaolin
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`and LRP-M could not conspire with their affiliated distribution centers because they were each
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`single economic entities. See id. at 388-89. They also argued that these decisions called into
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`question Judge O’Neill’s determination that M. Cutone was not a proper member of the EMMC.
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`Id. at 388.
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`Judge O’Neill was unable to reach a conclusion with respect to whether LRP-M and its
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`distributor were a single entity based on the limited record before him. See id. at 389-90. However,
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`he reiterated his determinations that Kaolin and its distribution centers were not a single economic
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`1
`Judge O’Neill also outlined several other factors bolstering his conclusion that the EMMC
`was not entitled to Capper-Volstead immunity. First, EMMC members’ “dues were based on the
`total sales of [a member’s] affiliated distributors rather than the mushrooms grown by the
`member,” which “shows that the growers were not the focus of the EMMC,” contrary to the
`purpose of the Capper-Volstead Act. In re Mushroom Direct Purchaser Antitrust Litig., 621 F.
`Supp. 2d at 291. Second, “the price fixing in which the EMMC admits it participated was applied
`to integrated and affiliated distributors’ sales and not at the growers[’] level.” Id. at 285 n.11.
`Third, the EMMC did not have any members “unaffiliated with a distributor” and instead “helped
`them to organize the” EMMC Growers’ Association. Id.
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`entity and that M. Cutone was not a proper member of the EMMC because it was not a “producer.”
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`Id. As a result, he reaffirmed his initial decision that the EMMC was not entitled to the Capper-
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`Volstead Act’s protections. Id. at 390.
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`Judge O’Neill certified his Order to allow Defendants to file an interlocutory appeal
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`pursuant to 28 U.S.C. § 1292(b). See id. at 394-95. However, the Third Circuit summarily denied
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`Defendants’ request for permission to file an appeal. See In re Mushroom Direct Purchaser
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`Antitrust Litig., Civ. A. No. 06-620 (E.D. Pa. Dec. 2, 2014), Dkt. 614.
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`III.
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`Standard of Review
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`Summary judgment is appropriate when there is no genuine dispute of material fact and
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`the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a); Anderson v.
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`Liberty Lobby, Inc., 477 U.S. 242, 249-50 (1986). Material facts are those “that could affect the
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`outcome” of the proceeding, and “a dispute about a material fact is ‘genuine’ if the evidence is
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`sufficient to permit a reasonable jury to return a verdict for the non-moving party.” Lamont v. New
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`Jersey, 637 F.3d 177, 181 (3d Cir. 2011). “The party moving for summary judgment has the burden
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`of showing that there is no genuine issue of material fact, and once the moving party has sustained
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`this burden, the opposing party must introduce specific evidence showing that there is a genuine
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`issue for trial.” Williams v. Borough of West Chester, 891 F.2d 458, 464 (3d Cir. 1989) (citing
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`Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986)). In reviewing the record, “a court must view
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`the facts in the light most favorable to the nonmoving party and draw all inferences in that party’s
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`favor.” Armbruster v. Unisys Corp., 32 F.3d 768, 777 (3d Cir. 1994). The court may not, however,
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`make credibility determinations or weigh the evidence in considering motions for summary
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`judgment. Anderson, 477 U.S. at 255.
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`In order to be entitled to summary judgment on the Capper-Volstead Act, the EMMC must
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`show that it satisfies each of the Act’s requirements. In re Mushroom Direct Purchaser Antitrust
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`Litig., 54 F. Supp. 3d at 390 n.11. By contrast, Winn-Dixie only needs to show that the EMMC
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`fails to satisfy one of the Act’s requirements to be awarded summary judgment. Id.
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`IV.
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`The Parties’ Arguments
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`In January 2006, the EMMC formally amended its name to the American Mushroom
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`Cooperative (“AMC”). Winn-Dixie characterizes this as “a mere name change” that has no bearing
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`on the application of the Capper-Volstead Act. (See Pl.’s Mem. of Law in Support of Pl.’s Mot.
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`for Summ. J. on Capper-Volstead Immunity for the American Mushroom Cooperative [Pl.’s
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`Mem.] (Dkt. 387-1) at 2.) It argues that the EMMC and AMC are the same legal entity, as
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`evidenced by the fact that the EMMC/AMC members “did not execute a new membership
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`agreement” or implement new bylaws and because members’ dues were calculated according to
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`the same formula as they were under the EMMC. (Id. at 2, 6-8.) Accordingly, “when the EMMC
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`lost [Capper-Volstead] immunity as a result of Cutone’s membership, it lost that immunity for the
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`entirety of the cooperative, from its inception until its termination.” (Id. at 11.)
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`Winn-Dixie further argues that even if the Court found the name change to be legally
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`significant, the EMMC/AMC is not entitled to Capper-Volstead immunity because it nonetheless
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`still failed to satisfy the Act’s requirements. For example, the issue Judge O’Neill identified related
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`to Kaolin’s relationship with its affiliated distributor remained even after the name change. (Id. at
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`8.) It also argues that EMMC/AMC member Leonne Pizzini & Son, Inc. was not a producer as
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`required by the statute. (Id. at 12-13.) Further, the EMMC/AMC continued to conspire “with non-
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`member non-grower packer shippers (‘distributors’) who agreed to follow the EMMC’s minimum
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`prices.” (Id. at 12.) Specifically, Winn-Dixie identifies several EMMC/AMC members that
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`maintained problematic relationships with distributors who sold mushrooms at EMMC/AMC
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`prices, including Brownstone Mushroom Farms (with To-Jo Foods), Bella Mushroom Farms (with
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`Buona Foods), M.D. Basciani and Sons, Inc. (with Basciani Foods), Cardile Mushrooms (with
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`Cardile Brothers Mushroom Growers), and Masha & Toto, Inc. (with Robert Masha Sales). (Id. at
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`15; see also Certain Defs.’ Resp. to Pl.’s Statement of Undisputed Facts & Certain Defs.’
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`Statement of Undisputed Facts in Supp. of its Cross-Mot. for Summ. J. [Defs.’ Resp.] (Dkt. 405)
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`Ex. A-1 ¶¶ 43-54 (Brownstone Mushroom Farms), 67-74 (Bella Mushroom Farms), 75-82 (M.D.
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`Basciani and Sons, Inc.), 83-91 (Cardile Mushrooms), 92-99 (Masha & Toto, Inc.).)
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`In response, the EMMC/AMC relies on Case-Swayne Co. v. Sunkist Growers, Inc., 355 F.
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`Supp. 408 (C.D. Cal. 1971) to assert that a cooperative can acquire Capper-Volstead immunity
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`even if it did not originally enjoy the statute’s protections. (See Defs.’ Mem. in Opp. to Winn
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`Dixie’s Mot. for Summ. J. on the AMC’s Entitlement to Capper Volstead Immunity for Allegedly
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`Anticompetitive Conduct from 2006 Through 2009 and Cross Mot. for Summ. J. on the Same
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`Issue [Defs.’ Mem.] (Dkt. 404) at 10-12.) It argues it is entitled to immunity because it cured the
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`issues Judge O’Neill identified in his 2009 ruling when M. Cutone and LRP-M resigned from the
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`EMMC/AMC and when Kaolin “acquired a 100% ownership interest in and full control of [its]
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`distribution companies” in 2004. (Id. at 4; see also id. at 9.) Several of the allegedly improper
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`members Winn-Dixie identified also withdrew from the cooperative, including Leonne Pizzini &
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`Son, Inc., Masha & Toto, Inc., and M.D. Basciani and Sons, Inc. (Id. at 4, 13.) Finally, the
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`remaining members Winn-Dixie identified—Brownstone Mushroom Farms, Bella Mushroom
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`Farms, and Cardile Mushrooms—were producers of mushrooms and should be treated as single
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`economic entities with their respective distributors such that the EMMC/AMC did not conspire
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`with third parties. (Id. at 4-5, 13.)
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`V.
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`Discussion
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`For the purposes of this decision, the Court will assume, without definitively passing
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`judgment on the question, that a cooperative not originally entitled to Capper-Volstead immunity
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`may later acquire it. Whether due to its changes in membership, name, or a combination of both,
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`the Court assumes that the EMMC/AMC would be able to invoke the Capper-Volstead Act to
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`attempt to immunize its conduct postdating the time period governed by Judge O’Neill’s original
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`decision. However, as explained below, the Court does not find that the EMMC/AMC satisfies the
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`statute’s requirements and therefore determines that the Capper-Volstead Act is inapplicable. See
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`In re Mushroom Direct Purchaser Antitrust Litig., 54 F. Supp. 3d at 390 n.11.
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`The Supreme Court has explained that whether two entities should be treated as a single
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`actor incapable of conspiring with one another for antitrust purposes turns on whether they are
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`“separate economic actors pursuing separate economic interests,” such that concerted action
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`between them “deprives the marketplace of independent centers of decisionmaking.” Am. Needle,
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`560 U.S. at 195 (quoting Copperweld, 467 U.S. at 769). The Court focuses its analysis on
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`EMMC/AMC member Bella Mushroom Farms (“Bella”) and its distributor, Buona Foods
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`(“Buona”).2
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`“Bella sells 100% of its output to Buona Foods.” (Defs.’ Resp. Ex. A-1 ¶ 68.) The EMMC’s
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`“minimum pricing applied to distributor Buona’s sales to its customers.” (Id. ¶ 73; see also
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`Statement of Undisputed Facts in Supp. of Pl.’s Mot. for Summ. J. on Defs.’ Affirmative Defense
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`of Capper-Volstead Immunity [Pl.’s SUMF] (Dkt. 387-2) ¶ 48). Winn-Dixie asserts that “Bella
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`2
`In his 2009 opinion, Judge O’Neill did not reach the merits of the relationship between
`Bella and Buona. He noted that “genuine issues of material fact may exist” with respect to these
`entities but did not analyze them further because he had already determined that the EMMC was
`not entitled to invoke the Capper-Volstead Act. In re Mushroom Direct Purchaser Antitrust Litig.,
`621 F. Supp. 2d at 286 n.14.
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`and Buona have some, but not complete overlap in ownership. Bella is a general partnership of
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`Robert, Rosemarie, Peter and Robert Jr. in which each owns a 25% share. Buona Foods, Inc. is a
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`corporation with Robert and Rosemarie as the only shareholders (50% each).” (Pl.’s SUMF ¶ 44.)
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`The EMMC/AMC acknowledges that “Mr. and Mrs. Feranto own one part of the family business,
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`and they along with their two sons own the other part,” but maintains that the two companies are
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`“part of a single economic unit.” (Defs.’ Resp. Ex. A-1 at 35-36 & ¶ 70). It further asserts that
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`when the two entities transacted with one another, “[o]ne son, Peter, negotiated for Bella and
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`another son, Robert[,] negotiated for Buona.” (Id. ¶ 71.)
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`Simply because these two entities “have individuals in overlapping ownership or
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`controlling roles” does not “suggest that the entities are under common ownership or control such
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`that a single decision-making source exercises definitive control over each of them.” In re
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`Processed Egg Prods. Antitrust Litig., 821 F. Supp. 2d 709, 749 (E.D. Pa. 2011) (rejecting
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`argument that related companies should be treated as a single entity simply because each one was
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`owned by a combination of two of three individuals). “Merely because two people are related does
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`not mean that they have the same views and interests in their family businesses.” In re Mushroom
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`Direct Purchaser Antitrust Litig., 621 F. Supp. 2d at 290.3 Here, although Bella and Buona’s
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`owners are related, their family relationships are not determinative. Further, because EMMC/AMC
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`3
`In his reconsideration opinion, Judge O’Neill acknowledged that a similar line of reasoning
`he applied in originally concluding that LRP-M and its distributor were not a single entity was “no
`longer considered to be dispositive” following American Needle. See In re Mushroom Direct
`Purchaser Antitrust Litig., 54 F. Supp. 3d at 389 n.10. In that opinion, he noted that the record was
`“devoid of facts material to whether the relationship between LRP-M and Manfredini Enterprises
`was one of competitive reality such that an alleged agreement between them to sell mushrooms at
`fixed EMMC prices would deprive the marketplace of competition.” Id. at 390. However, because
`he determined that the EMMC failed to satisfy the Capper-Volstead Act’s requirements for other
`reasons, the relationship between these entities did not impact his ultimate conclusion. Id.
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`prices were set at the distributor level and Buona’s sales were governed by the EMMC’s minimum
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`pricing policies, (Defs.’ Resp. Ex. A-1 ¶ 73), “the price fixing does not protect the economic
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`interests of the grower and therefore the entities’ interests are not congruent.” In re Mushroom
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`Direct Purchaser Antitrust Litig., 621 F. Supp. 2d at 291.4 Moreover, the fact that Robert (who
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`4
`More broadly, the Court echoes Judge O’Neill’s concerns that the calculation of dues for
`EMMC/AMC members and the implementation of EMMC/AMC minimum pricing at the
`distributor level strongly suggests the cooperative was set up to benefit distributors rather than
`producers. See In re Mushroom Direct Purchaser Antitrust Litig., 621 F. Supp. 2d at 285 n.11.
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`Along similar lines, the Court questions (as did Judge O’Neill) the propriety of affording a
`cooperative immunity under the Capper-Volstead Act if it is composed of vertically integrated
`members. See id. at 284 & 285 n.11; see also Defs.’ Resp. Sec. II ¶ 10 (“[T]o the extent an [AMC]
`member distributed mushrooms via an affiliated distributor, all such AMC members owned and
`controlled such affiliated distributors.”). When “the Capper-Volstead Act was enacted, farming
`was not a vertically integrated industry.” Nat’l Broiler, 436 U.S. at 830 (Brennan, J., concurring).
`“At some point along the path of downstream integration, the function of the exemption for its
`intended purpose is lost,” and it is “seriously doubt[ful] that a person engaged in agricultural
`production beyond that point can be considered to be a farmer, even if he also performs some
`functions indistinguishable from those performed by persons who are ‘farmers’ under the Act.” Id.
`at 835-36. Stated differently, the statute was enacted to protect individual farmers and allowing
`“large middlemen themselves to enjoy antitrust protection under the statute, simply by purchasing
`a farm, would contradict the Act’s stated purpose.” In re Processed Egg Prods. Antitrust Litig.,
`Civ. A. No. 08-2002, 2016 WL 4922706, at *5 (E.D. Pa. Sept. 13, 2016).
`Several other courts have expressed similar doubts regarding the Capper-Volstead Act’s
`reach given the changed economic realities the agriculture industry has undergone in the 100 years
`since the Act’s passage. See In re Fresh & Process Potatoes Antitrust Litig., 834 F. Supp. 2d 1141,
`1153-54 (D. Idaho 2011) (“[T]he Court agrees with Justice Brennan’s concern [that affording
`fully-integrated operations Capper-Volstead immunity] . . . . would read ‘the farmer’ requirement
`out of the statute, ignore congressional intent, and create the potential for abuse.”); United States
`v. Hinote, 823 F. Supp. 1350, 1357-58 (S.D. Miss. 1993) (“The court concludes, as did Justice
`Brennan, that such an expansion of the Act’s coverage is simply not supported by the purpose
`behind its enactment. . . . Justice Brennan’s interpretation of the Capper-Volstead Act is not only
`persuasive, but, in the court’s opinion, it is the only construction of the statute which is plausible
`in view of the Act’s legislative history.”); Ripplemeyer v. Nat’l Grape Coop. Ass’n, Inc., 807 F.
`Supp. 1439, 1457 (W.D. Ark. 1992) (“The Court has made clear that when agricultural industries
`vertically integrate, including non-farmer middlemen such as processors, the economic role of
`these middlemen exceeds the conduct Congress intended to permit through the Capper-Volstead
`exemption.”); see also United States v. Elm Spring Farm, 38 F. Supp. 508, 511-12 (D. Mass. 1941)
`(rejecting application of Capper-Volstead immunity because the cooperative included members
`“to give the set-up the color of a producer rather than a handler”), modified on other grounds, 127
`F.2d 920 (1st Cir. 1942).
`
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`Case 5:15-cv-06480-BMS Document 414 Filed 01/26/22 Page 13 of 13
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`had no ownership interest in Buona) negotiated for Buona when it dealt with Bella further muddies
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`the waters with respect to whether the parties’ agreement and course of dealing impermissibly
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`“join[ed] together separate decisionmakers.” Am. Needle, 560 U.S. at 195.
`
`Because the Court cannot conclude that the EMMC/AMC has shown that Bella and Buona
`
`should be treated as a single entity incapable of conspiring with one another, it finds that the
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`EMMC/AMC cannot invoke the protection of the Capper-Volstead Act. See In re Mushroom
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`Direct Purchaser Antitrust Litig., 54 F. Supp. 3d at 390 n.11. The Court declines to extend its
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`analysis further and will not pass judgment on any other arguments raised by the parties. See In re
`
`Mushroom Direct Purchaser Antitrust Litig., 621 F. Supp. 2d at 286 n.13.
`
`VI. Conclusion
`
`For the reasons discussed above, the Court will deny the EMMC’s Motion for Summary
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`Judgment and grant Winn-Dixie’s Motion for Summary Judgment. An Order consistent with this
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`Memorandum will be docketed separately.
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