Case 2:19-cv-00463-RAJ-LRL Document 180 Filed 06/26/20 Page 1 of 88 PageID# 2240
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`UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF VIRGINIA
`Norfolk Division
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`
`
`IN RE PEANUT FARMERS
`ANTITRUST LITIGATION
`
`
`
`Civil Action No. 2:19-cv-00463
`
`
`
`Honorable Raymond A. Jackson
`Honorable Lawrence R. Leonard
`
`
`
`
`
`
`
`OLAM PEANUT SHELLING COMPANY, INC.’S ANSWER TO PLAINTIFFS’
`SECOND AMENDED CLASS ACTION COMPLAINT AND DEMAND FOR JURY
`TRIAL
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`
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`Defendant Olam Peanut Shelling Company, Inc. (“Olam”) is a corporation, formed under
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`the laws of the State of Georgia, with its principal place of business in Fresno, California. Olam
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`answers and sets forth its affirmative defenses to Plaintiffs’ Second Amended Complaint as
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`follows. It denies each and every allegation in Plaintiffs’ Second Amended Complaint except as
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`expressly admitted below.
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`Complaint:
`
`Plaintiffs bring this action on behalf of themselves individually and on behalf of a plaintiff
`class (the “Class”) consisting of Peanut farmers in the United States who sold raw, harvested
`Runner Peanuts to Peanut shelling companies from at least January 1, 2014 through the present
`(the “Class Period”). Plaintiffs bring this action for treble damages under the antitrust laws of the
`United States against Defendants, and demand a trial by jury.
`
`Answer:
`
`Olam admits that Plaintiffs purport to bring this action under the antitrust laws of the United
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`States, but denies that Plaintiffs can state a claim under those laws and/or that Plaintiffs are entitled
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`to any of the requested relief. Olam denies the remaining allegations in this Paragraph.
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`I.
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`NATURE OF ACTION1
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`Complaint:
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`Peanut shelling companies (or shellers) play a vital role in the peanut production
`1.
`process. The majority of Peanut crops are processed in some manner prior to reaching customers.
`Once Peanut farmers harvest their crops, approximately 90% of the Peanuts are usually moved to
`a buying point and sold to a shelling plant. Inside the shelling plant, the Peanuts are processed and
`packaged into sacks for shipment or storage. The Peanut shellers are responsible for marketing
`and selling the shelled product to food companies or other manufacturers.
`
`Answer:
`
`Olam admits that shelling companies play a role in the peanut processing process. As the
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`term “vital” in the first sentence of Paragraph 1 is imprecise, Olam is unable to form a belief as to
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`the truth of the remaining allegations contained in that sentence and on this basis denies those
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`allegations. Olam admits that it purchases peanuts from farmers, that buying points can be
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`involved in these transactions, that it shells peanuts, and that it markets and sells shelled peanuts
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`to end-customers. To the extent the allegations in Paragraph 1 relate to other Defendants and/or
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`third parties, Olam is without information sufficient to form a belief as to the truth of those
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`allegations and therefore denies those allegations. Olam denies the remaining allegations in
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`Paragraph 1.
`
`Complaint:
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`As used in this Complaint, “Peanut” or “Peanuts” refers to all peanuts that are raw
`2.
`and harvested and ready to be sold to shellers. “Peanuts” includes all four of the major types of
`peanuts: runner, Spanish, Valencia, and Virginia.
`
`
`1 The headings and titles in Plaintiffs’ Second Amended Complaint are not factual allegations to which a response
`is required. To the extent that a response is deemed required, Olam denies any allegation in Plaintiffs’ headings
`and titles.
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`Answer:
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`Paragraph 2 contains Plaintiffs’ explanation of a defined term used in their Second
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`Amended Complaint, to which no response is required. To the extent that sentence is deemed to
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`require a response, Olam admits that Plaintiffs have defined “Peanut” or “Peanuts” as described in
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`Paragraph 2. Olam denies any remaining allegations in Paragraph 2.
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`Complaint:
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`As used in this Complaint, “Runner,” “Runners,” or “Runner Peanuts” refers to the
`3.
`runner type of peanuts that are raw and harvested and ready to be sold to shellers.
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`Answer:
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`Paragraph 3 contains Plaintiffs’ explanation of a defined term used in their Second
`
`Amended Complaint, to which no response is required. To the extent that sentence is deemed to
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`require a response, Olam admits that Plaintiffs have defined “Runner,” “Runners,” or “Runner
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`Peanuts” as described in Paragraph 3. Olam denies any remaining allegations in Paragraph 3.
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`Complaint:
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`Defendants Birdsong Corporation (“Birdsong”) and Golden Peanut Company, LLC
`4.
`(“Golden Peanut”) are the two largest players in the shelling industry in the United States and
`together hold 80-90% of the total Peanut shelling market share. Defendant Olam Peanut Shelling
`Company, Inc., f/k/a McCleskey Mills, Inc. (“Olam” and together with Birdsong and Golden
`Peanut, “Defendants”), is the third largest participant in the United States Peanut shelling industry
`and holds at least 10% of the total Peanut Shelling market share.
`
`Answer:
`
`Olam admits that it shells peanuts. Olam denies the allegations regarding and
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`characterization of its market share. To the extent the allegations in Paragraph 4 relate to other
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`Defendants and/or third parties, Olam is without information sufficient to form a belief as to the
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`truth of those allegations and therefore denies those allegations. Olam denies the remaining
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`allegations in Paragraph 4.
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`Complaint:
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`Since January 2014, the prices paid by shellers to Peanut farmers for Runners have
`5.
`remained remarkably flat and unchanged, despite significant supply disruptions such as Hurricane
`Michael, a Category 5 hurricane that hit a significant amount of Peanut crops in the Florida
`panhandle/southern Georgia and Alabama area in 2018.
`
`Answer:
`
`Olam admits that a hurricane, sometimes identified as “Hurricane Michael,” occurred in
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`2018. To the extent the allegations in Paragraph 5 relate to other Defendants and/or third parties,
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`Olam is without information sufficient to form a belief as to the truth of those allegations and
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`therefore denies those allegations. Olam denies the remaining allegations in Paragraph 5.
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`Complaint:
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`From 2011 to 2013, the Peanut industry experienced drastic weather-related price
`6.
`changes that made it difficult for Defendants and McCleskey Mills (now known as Olam) to
`manage risk and plan for production. Upon information and belief, and as alleged in this
`Complaint, Defendants and McCleskey Mills thereafter conspired and colluded with one another
`to stabilize and depress Runner prices. Among other things, during the relevant time period,
`Defendants over-reported Peanut and Runner inventory numbers to the USDA to create the false
`impression of an oversupplied market. Defendants capitalized on the perceived oversupply to offer
`artificially low Runner prices to farmers. Defendants also underreported Peanut and Runner prices
`to the USDA to further suppress prices and keep them low and less volatile.
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`Answer:
`
`Answering the first sentence, the terms and phrases “drastic weather-related price
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`changes,” “made it difficult,” “manage risk,” and “plan for production” are imprecise, and Olam
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`is without knowledge or information sufficient to form a belief as to the truth of the allegations
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`and therefore denies those allegations as to Olam. Answering the second, third, fourth, and fifth
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`sentences, Olam denies them as to Olam. To the extent any allegations in Paragraph 6 relate to
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`other Defendants and/or third parties, Olam is without information sufficient to form a belief as to
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`the truth of those allegations and therefore denies those allegations. Olam denies the remaining
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`allegations in Paragraph 6.
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`Complaint:
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`In addition, Defendants offered nearly identical shelling contracts, often within the
`7.
`same day of one another, limiting the negotiating power and pricing options for farmers. Upon
`information and belief, these contracts are released following National Peanut Buying Points
`Association conferences, which are sponsored and attended by Golden Peanut, Birdsong, and
`Olam.
`
`Answer:
`
`Olam admits that its sponsors, and certain of its personnel, attend trade association events
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`from time to time, but denies any characterization of those events. To the extent the allegations in
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`Paragraph 7 relate to other Defendants and/or third parties, Olam is without information sufficient
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`to form a belief as to the truth of those allegations and therefore denies those allegations. Olam
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`denies the remaining allegations in Paragraph 7.
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`Complaint:
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`The Peanut shelling industry is particularly susceptible to a conspiracy due to a lack
`8.
`of pricing transparency. Unlike other agricultural commodities, there is no futures market for
`Peanuts. Rather, Peanut prices are set through private contracting between shellers and farmers,
`although farmers rarely have negotiating power over contractual terms. As the dominant players
`in this industry, Defendants dictate the prices offered to Plaintiffs and Class members.
`
`Answer:
`
`As to the second sentence, Olam admits that there is no futures market for peanuts and that
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`prices are set through contracts negotiated between shellers or buying points and farmers. To the
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`extent the allegations in Paragraph 8 relate to other Defendants and/or third parties, Olam is
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`without information sufficient to form a belief as to the truth of those allegations and therefore
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`denies those allegations. Olam denies the remaining allegations in Paragraph 8.
`
`Complaint:
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`Defendants’ shelling facilities and the buying points they control through various
`9.
`contractual arrangements are scattered throughout key United States Peanut production regions
`and located in close proximity to one another, providing prime opportunities for collusion.
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`Defendants are heavily involved in the industry’s top trade associations through which they discuss
`and share exclusive market information.
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`Answer:
`
`As to the first sentence, Olam admits that it owns and operates certain shelling facilities in
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`the United States. To the extent the allegations in Paragraph 9 relate to other Defendants and/or
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`third parties, Olam is without information sufficient to form a belief as to the truth of those
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`allegations and therefore denies those allegations. Olam denies the remaining allegations in
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`Paragraph 9.
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`Complaint:
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`Defendants’ wrongful and anticompetitive actions had the intended purpose and
`10.
`effect of artificially fixing, depressing, maintaining, and stabilizing the price of Runners to
`Plaintiffs and Class members in the United States.
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`Answer:
`
`Paragraph 10 contains legal conclusions to which no response is required. To the extent a
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`response is required, Olam denies the allegations as to Olam. To the extent the allegations in
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`Paragraph 10 relate to other Defendants and/or third parties, Olam is without information sufficient
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`to form a belief as to the truth of those allegations and therefore denies those allegations. Olam
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`denies the remaining allegations in Paragraph 10.
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`Complaint:
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`The effect of Defendants’ conspiracy has been devastating to many farmers. Unlike
`11.
`prior to the conspiracy, there are no longer good price years to balance out the now-common bad
`years of Runner prices. This has led numerous farmers to borrow from generations of equity built
`up in their land, relying on that equity to pay themselves and keep their farms running. The
`consequence is smaller farmers being run out of business as they use up the remaining equity in
`their farms.
`
`Answer:
`
`Olam denies the allegations in Paragraph 11 as to Olam. To the extent the allegations in
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`Paragraph 11 relate to other Defendants and/or third parties, Olam is without information sufficient
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`to form a belief as to the truth of those allegations and therefore denies those allegations. Olam
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`denies the remaining allegations in Paragraph 11.
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`Complaint:
`
`As a result of Defendants’ unlawful conduct, Plaintiffs and the other members of
`12.
`the Class were artificially underpaid for Runners during the Class Period. Such prices were below
`the amount Plaintiffs and the Class would have been paid if the price for Runners had been
`determined by a competitive market. Thus, Plaintiffs and Class members were directly injured by
`Defendants’ conduct.
`
`Answer:
`
`Paragraph 12 contains legal conclusions to which no response is required. To the extent a
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`response is required, Olam denies the allegations as to Olam. To the extent the allegations in
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`Paragraph 12 relate to other Defendants and/or third parties, Olam is without information sufficient
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`to form a belief as to the truth of those allegations and therefore denies those allegations. Olam
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`denies the remaining allegations in Paragraph 12
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`II.
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`JURISDICTION AND VENUE
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`Complaint:
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`Plaintiffs bring this action under Sections 4 and 16 of the Clayton Act (15 U.S.C.
`13.
`§§ 15 and 26), to recover treble damages and the costs of this suit, including reasonable attorneys’
`fees, against Defendants for the injuries sustain by Plaintiffs and the members of the Class by
`virtue of Defendants’ violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, and to enjoin
`further violations.
`
`Answer:
`
`Olam admits that Plaintiffs purport to bring this action under Sections 4 and 16 of the
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`Clayton Act (15 U.S.C. §§ 15 and 26) and Section 1 of the Sherman Act (15 U.S.C. § 1) to attempt
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`to recover treble damages, costs, and attorneys’ fees, but denies that Plaintiffs can state claims
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`under the Clayton Act or Sherman Act and/or are entitled to any of the relief requested. Olam
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`denies the remaining allegations in Paragraph 13.
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`Complaint:
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`This Court has jurisdiction under 28 U.S.C. §§ 1331, 1337, and Sections 4 and 16
`14.
`of the Clayton Act, 15 U.S.C. §§ 15(a) and 26.
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`Answer:
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`Olam admits that the Court has subject matter jurisdiction over this action.
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`Complaint:
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`Venue is appropriate in this District under Sections 4, 12, and 16 of the Clayton
`15.
`Act, 15 U.S.C. §§ 15, 22, and 26 and 28 U.S.C. § 1391(b), (c), and (d), because one or more
`Defendants resided or transacted business in this District, is licensed to do business or is doing
`business in this District, and because a substantial portion of the affected interstate commerce
`described herein was carried out in this District.
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`Answer:
`
`Olam admits that venue properly lies in this District for purposes of this matter only. To
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`the extent the allegations in Paragraph 15 relate to other Defendants and/or third parties, Olam is
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`without information sufficient to form a belief as to the truth of those allegations and therefore
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`denies those allegations. Olam denies the remaining allegations in Paragraph 15.
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`Complaint:
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`This Court has personal jurisdiction over each Defendant because, inter alia, each
`16.
`Defendant: (a) transacted business throughout the United States, including in this District; (b)
`purchased substantial quantities of Runners and sold the shelled product throughout the United
`States, including in this District; and/or (c) engaged in an antitrust conspiracy that was directed at
`and had a direct, foreseeable, and intended effect of causing injury to the business or property of
`persons residing in, located in, or doing business throughout the United States, including in this
`District.
`
`Answer:
`
`Olam admits that the Court has personal jurisdiction over Olam for purposes of this matter
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`only. Olam denies the allegations of conspiracy in Paragraph 16. To the extent the allegations in
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`Paragraph 16 relate to other Defendants and/or third parties, Olam is without information sufficient
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`to form a belief as to the truth of these allegations and therefore denies those allegations. Olam
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`denies any remaining allegations in Paragraph 16.
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`Complaint:
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`The activities of the Defendants and their co-conspirators, as described herein, were
`17.
`within the flow of, were intended to, and did have direct, substantial, and reasonably foreseeable
`effects on the interstate commerce of the United States.
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`Answer:
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`Paragraph 17 consists of Plaintiffs’ characterization of their claims and/or legal
`
`conclusions, to which no response is required. To the extent the allegations in Paragraph 17 require
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`a response, Olam denies the allegations of conspiracy and antitrust injury in Paragraph 17. Olam
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`admits that it buys peanuts in interstate commerce of the United States. To the extent the
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`allegations in Paragraph 17 relate to other Defendants and/or third parties, Olam is without
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`information sufficient to form a belief as to the truth of these allegations and therefore denies those
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`allegations Olam denies the remaining allegations in Paragraph 17.
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`Complaint:
`
`18.
`this case.
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`Answer:
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`No other forum would be more convenient for the parties and witnesses to litigate
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`Olam denies the allegations in Paragraph 18 as to Olam. To the extent the allegations in
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`Paragraph 18 relate to other Defendants and/or third parties, Olam is without information sufficient
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`to form a belief as to the truth of those allegations and therefore denies those allegations. Olam
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`denies the remaining allegations in Paragraph 18.
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`III.
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`PARTIES
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`A.
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`Plaintiffs
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`Complaint:
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`Plaintiff D&M Farms is a Florida partnership that sold Runners to Defendants
`19.
`during the Class Period and suffered antitrust injury as a result of the violations alleged in this
`Complaint.
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`Answer:
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`Paragraph 19 consists of Plaintiffs’ characterization of their claims, allegations subject to
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`proof, including by expert testimony, and/or legal conclusions, to which no response is required.
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`To the extent the allegations in Paragraph 19 may be deemed to require a response, Olam admits
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`that Plaintiff D&M Farms sold runner peanuts to Olam at least once during the alleged Class
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`Period. To the extent the allegations in Paragraph 19 relate to other Defendants and/or third parties,
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`Olam is without information sufficient to form a belief as to the truth of these allegations and
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`therefore denies those allegations. Olam denies the remaining allegations in Paragraph 19.
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`Complaint:
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`Plaintiff Mark Hasty is a resident of Florida and citizen of the United States. Mr.
`20.
`Hasty is a Peanut farmer who sold Runners to Defendants during the Class Period and suffered
`antitrust injury as a result of the violations alleged in this Complaint.
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`Answer:
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`Paragraph 20 consists of Plaintiffs’ characterization of their claims, allegations subject to
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`proof, including by expert testimony, and/or legal conclusions, to which no response is required.
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`To the extent the allegations in Paragraph 20 may be deemed to require a response, Olam admits
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`that Plaintiff Mark Hasty sold runner peanuts to Olam at least once during the alleged Class Period.
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`To the extent the allegations in Paragraph 20 relate to other Defendants and/or third parties, Olam
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`is without information sufficient to form a belief as to the truth of these allegations and therefore
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`denies those allegations. Olam denies the remaining allegations in Paragraph 20.
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`Complaint:
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`Plaintiff Dustin Land is a resident of Florida and citizen of the United States. Mr.
`21.
`Land is a Peanut farmer who sold Runners to Defendants during the Class Period and suffered
`antitrust injury as a result of the violations alleged in this Complaint.
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`Answer:
`
`Paragraph 21 consists of Plaintiffs’ characterization of their claims, allegations subject to
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`proof, including by expert testimony, and/or legal conclusions, to which no response is required.
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`To the extent the allegations in Paragraph 21 may be deemed to require a response, Olam denies
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`the allegations as to Olam. To the extent the allegations in Paragraph 21 relate to other Defendants
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`and/or third parties, Olam is without information sufficient to form a belief as to the truth of these
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`allegations and therefore denies those allegations. Olam denies the remaining allegations in
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`Paragraph 21.
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`Complaint:
`
`Plaintiff Rocky Creek Peanut Farms, LLC is an Alabama limited liability company
`22.
`that sold Runners to one or more Defendants during the Class Period and suffered antitrust injury
`as a result of the violations alleged in this Complaint.
`
`Answer:
`
`Paragraph 22 consists of Plaintiffs’ characterization of their claims, allegations subject to
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`proof, including by expert testimony, and/or legal conclusions, to which no response is required.
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`To the extent the allegations in Paragraph 22 may be deemed to require a response, Olam denies
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`the allegations as to Olam. To the extent the allegations in Paragraph 22 relate to other Defendants
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`and/or third parties, Olam is without information sufficient to form a belief as to the truth of these
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`allegations and therefore denies those allegations. Olam denies the remaining allegations in
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`Paragraph 22.
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`Complaint:
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`Plaintiff Daniel Howell is a resident of Alabama and Citizen of the United States.
`23.
`Mr. Howell was a Peanut farmer who sold Runners to one or more Defendants during the Class
`Period and suffered antitrust injury as a result of the violations alleged in this Complaint.
`
`Answer:
`
`Paragraph 23 consists of Plaintiffs’ characterization of their claims, allegations subject to
`
`proof, including by expert testimony, and/or legal conclusions, to which no response is required.
`
`To the extent the allegations in Paragraph 23 may be deemed to require a response, Olam denies
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`the allegations as to Olam. To the extent the allegations in Paragraph 23 relate to other Defendants
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`and/or third parties, Olam is without information sufficient to form a belief as to the truth of these
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`allegations and therefore denies those allegations. Olam denies the remaining allegations in
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`Paragraph 23.
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`Complaint:
`
`Plaintiff L&K Farms Group, LLC is a Florida limited liability company that sold
`24.
`sold Runners to one or more Defendants during the Class Period and suffered antitrust injury as a
`result of the violations alleged in this Complaint.
`
`Answer:
`
`Paragraph 24 consists of Plaintiffs’ characterization of their claims, allegations subject to
`
`proof, including by expert testimony, and/or legal conclusions, to which no response is required.
`
`To the extent the allegations in Paragraph 24 may be deemed to require a response, Olam denies
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`the allegations as to Olam. To the extent the allegations in Paragraph 24 relate to other Defendants
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`and/or third parties, Olam is without information sufficient to form a belief as to the truth of these
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`allegations and therefore denies those allegations. Olam denies the remaining allegations in
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`Paragraph 24.
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`Complaint:
`
`Plaintiff Lonnie Gilbert is a resident of Florida and citizen of the United States. Mr.
`25.
`Gilbert is a Peanut farmer who sold Runners to one or more Defendants during the Class Period
`and suffered antitrust injury as a result of the violations alleged in this Complaint.
`
`Answer:
`
`Paragraph 25 consists of Plaintiffs’ characterization of their claims, allegations subject to
`
`proof, including by expert testimony, and/or legal conclusions, to which no response is required.
`
`To the extent the allegations in Paragraph 25 may be deemed to require a response, Olam admits
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`that Plaintiff Lonnie Gilbert sold runner peanuts to Olam at least once during the alleged Class
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`Period. To the extent the allegations in Paragraph 25 relate to other Defendants and/or third parties,
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`Olam is without information sufficient to form a belief as to the truth of these allegations and
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`therefore denies those allegations. Olam denies the remaining allegations in Paragraph 25.
`
`B.
`
`Defendants
`
`Complaint:
`
`Defendant Birdsong Corporation is a Virginia corporation headquartered in
`26.
`Suffolk, Virginia. Birdsong purchases Runners directly from farmers, and then cleans, shells, and
`sizes the Runners to sell to food manufacturers. Birdsong operates six shelling plants throughout
`Virginia, Georgia, and Texas. Birdsong also operates eighty-five buying points throughout
`Virginia, North Carolina, South Carolina, Georgia, Florida, Alabama, Mississippi, Arkansas,
`Oklahoma, and Texas.
`
`Answer:
`
`Olam is without information sufficient to form a belief as to the truth of the allegations in
`
`Paragraph 26 and therefore denies those allegations.
`
`Complaint:
`
`Defendant Golden Peanut Company, LLC is a Georgia limited liability company
`27.
`headquartered in Alpharetta, Georgia and registered to conduct business in Virginia. Golden
`Peanut is a leading Peanuts and tree nuts sheller with shelling plants in Georgia, Texas, and
`internationally. Golden Peanut also maintains more than 100 buying points. Golden Peanut is a
`wholly-owned subsidiary of Archer Daniels Midland Company (“ADM”), a public corporation
`and one of the world’s largest agricultural processors and food ingredient providers. As discussed
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`further below, ADM has a history of price-fixing, and paid $100 million (the largest fine ever at
`the time in 1996) for a global conspiracy to eliminate competition in the food and feed additive
`industries.
`
`Answer:
`
`Olam is without information sufficient to form a belief as to the truth of the allegations in
`
`Paragraph 27 and therefore denies those allegations.
`
`Complaint:
`
`Defendant Olam Peanut Shelling Company, Inc. is a Georgia corporation
`28.
`headquartered in Fresno, California. Olam is the third largest Peanut sheller in the United States
`with shelling plants in Georgia and Alabama. Olam also maintains roughly two dozen buying
`points. Olam is a wholly-owned subsidiary of Olam International Limited (“OIL”), a leading agri-
`business operating in 60 countries and headquartered and listed in Singapore. On December 5,
`2014 OIL announced that it had signed a purchase agreement to acquire a 100% interest in
`McCleskey Mills, Inc. for $176 million, the third largest peanut sheller headquartered in
`Smithville, Georgia which maintained a 12% market share at the time. On June 9, 2016 OIL
`announced that it acquired a 100% interest in Brooks Peanut Company, LLC for $85 million, the
`sixth largest peanut sheller in the United States at the time based in Samson, Alabama. On
`December 27, 2018, Brooks Peanut Company, LLC and McCleskey Mills, Inc. were merged, and
`the corporate name was changed to Olam Peanut Shelling Company, Inc. Olam is liable for its
`own actions during the Class Period and also for the acts of McCleskey Mills, Inc. and Brooks
`Peanut Company, LLC, its predecessor companies.
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`Answer:
`
`Olam admits that it is a Georgia corporation headquartered in Fresno, California. As the
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`term “largest” in the second sentence is imprecise, Olam is unable to form a belief as to the truth
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`of the allegations contained in that sentence and on this basis denies these allegations. Olam also
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`admits that it is a wholly-owned subsidiary of Olam International Limited, which did acquire
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`certain ownership interest in McCleskey Mills, Inc. and Brooks Peanut Company, LLC, both of
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`which ultimately did merge to become Olam. As to the precise percentages alleged in Paragraph
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`28, Olam lacks sufficient information to form a belief as to the truth of these allegations and on
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`this basis denies these allegations to the extent they relate to Olam. To the extent the allegations
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`in Paragraph 28 relate to other Defendants and/or third parties, Olam is without information
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`107110474.9 0066614-00020
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`Case 2:19-cv-00463-RAJ-LRL Document 180 Filed 06/26/20 Page 15 of 88 PageID# 2254
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`sufficient to form a belief as to the truth of those allegations and therefore denies those allegations.
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`Olam denies the remaining allegations in Paragraph 28.
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`Complaint:
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`“Defendant” or “Defendants” as used herein includes, in addition to those named
`29.
`specifically above, all of the named Defendants’ predecessors, including peanut shelling
`companies that merged with or were acquired by the named Defendants and each named
`Defendant’s wholly-owned or controlled subsidiaries or affiliates that purchased Runners in
`interstate commerce, directly or through its wholly-owned or controlled affiliates, from peanut
`farmers in the United States during the Class Period.
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`Answer:
`
`Paragraph 29 contains Plaintiffs’ explanation of a defined term used in their Second
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`Amended Complaint, to which no response is required. To the extent the allegations in Paragraph
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`29 may be deemed to require a response, Olam admits that it purchases runner peanuts from peanut
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`farmers in the United States. To the extent the allegations in Paragraph 29 relate to other
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`Defendants and/or third parties, Olam is without information sufficient to form a belief as to the
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`truth of these allegations and therefore denies those allegations. Olam denies the remaining
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`allegations in Paragraph 29.
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`Complaint:
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`To the extent that subsidiaries and divisions within each Defendant’s corporate
`30.
`family purchased Runners from Peanut farmers, these subsidiaries played a material role in the
`conspiracy alleged in this Complaint because Defendants wished to ensure that the prices paid for
`such Runners would not undercut the artificially depressed pricing that was the aim and intended
`result of Defendants’ coordinated and collusive behavior as alleged herein. Thus, all such entities
`within the corporate family were active, knowing participants in the conspiracy alleged herein, and
`their conduct in purchasing and pricing with regard to Plaintiffs and members of the Plaintiff Class
`for Runners was known to and approved by their respective corporate parent named as a Defendant
`in this Complaint.
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`Answer:
`
`Paragraph 30 consists of Plaintiffs’ characterization of their claims, allegations subject to
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`proof, including by expert testimony, and/or legal conclusions, to which no response is required.
`
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`107110474.9 0066614-00020
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`Case 2:19-cv-00463-RAJ-LRL Document 180 Filed 06/26/20 Page 16 of 88 PageID# 2255
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`To the extent the allegations in Paragraph 30 may be deemed to require a response, Olam denies
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`the allegations in Paragraph 30 as to Olam. To the extent the allegations in Paragraph 30 relate to
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`other Defendants and/or third parties, Olam is without information sufficient to form a belief as to
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`the truth of these allegations and therefore denies those allegations.
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`IV. AGENTS AND CO-CONSPIRATORS
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`Complaint:
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`Various other persons, firms, and corporations not named as defendants have
`31.
`participated as co-conspirators with Defendants and have performed acts and made statements in
`furtherance of the conspiracy. The Defendants are jointly and severally liable for the acts of their
`co-conspirators whether or not named as defendants in this Complaint.
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`Answer:
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`Olam denies the allegations of conspiracy in the first sentence of Paragraph 31. The second
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`sent