Archer Daniels Midland Co. v. Seven Up Bottling Co.

• Decision Date: 25 June 1999
• Citation: 746 So.2d 966
• Parties: ARCHER DANIELS MIDLAND COMPANY et al. v. SEVEN UP BOTTLING COMPANY OF JASPER, INC.
• Court: Alabama Supreme Court

746 So.2d 966

ARCHER DANIELS MIDLAND COMPANY et al. v. SEVEN UP BOTTLING COMPANY OF JASPER, INC.

1960220.

Supreme Court of Alabama.

June 25, 1999.

Rehearing Denied October 22, 1999.

Vernon L. Wells and Julia Boaz-Cooper of Walston, Wells, Anderson & Bains, L.L.P., Birmingham; L. Vastine Stabler, Jr., Birmingham, and Aubrey M. Daniel III and John Schmidtlein of Williams & Connolly, Washington, DC, "of counsel," for appellant Archer Daniels Midland Co.

Robert D. Eckinger and E. Berton Spence of Lange, Simpson, Robinson & Somerville, Birmingham, for appellant Haarmann & Reimer Corp.

James L. North of James L. North & Associates, Birmingham, for appellant Cargill, Inc.

Garve Ivey, Jr., of King & Ivey, Jasper; Philippa McC. Bainbridge and Michael Straus of Bainbridge & Straus, Birmingham; J. Michael Rediker, Thomas L. Krebs, and Steve P. Gregory of Ritchie & Rediker, Birmingham; Larry W. Morris and Randall S. Haynes of Morris, Haynes, Ingram & Hornsby, Alexander City; and Herman Watson, Jr., and Douglas C. Adair of Watson, Fees & Jimmerson, Huntsville, for appellee.

PER CURIAM.

The issue presented on this appeal is whether Ala.Code 1975, § 6-5-60, provides a cause of action for damage alleged to have resulted from a conspiracy to control the price of citric acid that was shipped from companies out-of-state into Alabama. The trial court ruled that § 6-5-60 provides such a cause of action; therefore, it denied the defendants' Rule 12(b)(6), Ala. R.Civ.P., motion to dismiss. We granted the defendants' request for permission to appeal that interlocutory order. Rule 5, Ala.R.App.P. We reverse and remand.

The plaintiff, Seven Up Bottling Company of Jasper, Inc. ("Seven Up"), filed this action on behalf of itself and seeking to represent a class consisting of "[a]ll persons or entities within Alabama who purchased citric acid and/or products containing citric acid indirectly from any of the Defendants or their co-conspirators at any time during the period January 1, 1991, to the present." Seven Up is an Alabama corporation engaged in the business of bottling and distributing soft drinks. Seven Up uses citric acid in its bottling operation. The defendants, Archer Daniels Midland Company; Cargill, Inc.; and Haarmann & Reimer Corporation, are in the business of selling citric acid. The complaint alleges that each of the defendants is a foreign corporation with its principal place of business outside Alabama. The complaint also alleges that the defendants engaged in a conspiracy to control the price of citric acid shipped into Alabama. The complaint further alleges that the plaintiff and others were injured as a result of that conspiracy by paying more for citric acid and for products containing citric acid than they would have paid if the price of citric acid had been set by free competition. In its order denying the defendants' motion to dismiss, the trial court stated that "[t]he dispositive legal issue, as advanced by the Defendants, is whether [Ala.Code 1975, § 6-5-60], has application to such a conspiracy which, if conducted at all, is admittedly conducted in interstate commerce rather than in intrastate commerce."

Citing, among other cases, Georgia Fruit Exchange v. Turnipseed, 9 Ala.App. 123, 62 So. 542 (1913); Dothan Oil Mill Co. v. Espy, 220 Ala. 605, 127 So. 178 (1930); Ex parte Rice, 259 Ala. 570, 67 So.2d 825 (1953); San Ann Tobacco Co. v. Hamm, 283 Ala. 397, 217 So.2d 803 (1968); In re Brand Name Prescription Drugs Antitrust Litigation, 123 F.3d 599 (7th Cir.1997); In re NASDAQ Market Makers Antitrust Litigation, 929 F.Supp. 174, 179 (S.D.N.Y.1996); and Warren v. Playmobil U.S.A., Inc., [CV-95-B-1591-S, March 19, 1996] (N.D.Ala.1996), the defendants contend that Alabama's antitrust statutes have consistently been interpreted by state and federal courts to apply only to transactions involving intrastate commerce. The defendants argue that Alabama's antitrust statutes, including § 6-5-60, have the same field of operation today that they had when they were first enacted. According to the defendants, the legislative history of Alabama's antitrust statutes, as well as the state of federal caselaw at the time of their enactment, creates a presumption that the Legislature never intended to directly regulate agreements to control the price of goods shipped in interstate commerce. This presumption, the defendants argue, has not been overcome by the plaintiff.

The plaintiff contends that § 6-5-60 provides a cause of action in favor of "[a]ny person, firm, or corporation injured or damaged by an unlawful trust, combine or monopoly, or its effect, direct or indirect," and against "any person, firm, or corporation creating, operating, aiding, or abetting such trust, combine, or monopoly." According to the plaintiff, § 6-5-60 is clear on its face and should not be construed so narrowly as to limit its application to transactions involving intrastate commerce. The plaintiff maintains, in the alternative, that even if § 6-5-60 should be construed in light of the legislative history of Alabama's antitrust statutes and the state of federal caselaw at the time of their enactment, the clear intent of the Legislature in enacting § 6-5-60 was to regulate all agreements in restraint of trade, whether those agreements involved interstate commerce or intrastate commerce.

With the positions of the parties in mind, we pause to point out what this case is not about. We are not here concerned with whether the Legislature, based on the current state of federal caselaw, has the power to enact a statute, such as § 6-5-60, to provide a means of redress to Alabama companies for indirect injuries suffered as the result of agreements to control the price of goods shipped through interstate commerce. See California v. ARC America Corp., 490 U.S. 93, 109 S.Ct. 1661, 104 L.Ed.2d 86 (1989), cited by the parties for the proposition that the Legislature now has that power.¹ This Court has held that an Alabama statute does not expand like an accordion with changes in federal law bearing on the Legislature's power. Instead, we are concerned only with whether the Legislature, when it enacted § 6-5-60, contemplated that it would apply to such agreements. See In re Upshaw, 247 Ala. 221, 23 So.2d 861 (1945).

In determining whether § 6-5-60 provides a cause of action for damage resulting from an agreement to control the price of goods shipped through interstate commerce, we must follow the cardinal rule of statutory construction and ascertain and give effect to the intent of the Legislature in enacting the statute. If possible, legislative intent should be gathered from the language of the statute itself. John Deere Co. v. Gamble, 523 So.2d 95 (Ala.1988).

However, when circumstances surrounding the enactment of a statute cast doubt on the otherwise clear language of the statute, we must look to other factors in determining legislative intent. In Siegelman v. Chase Manhattan Bank (USA), N.A., 575 So.2d 1041 (Ala.1991), this Court was faced with the question whether the financial-institution excise tax, levied pursuant to Ala.Code 1975, § 40-16-1 et seq., applied to the credit-card business conducted by national banks located outside Alabama with Alabama residents. When that excise-tax statute was enacted in 1935, such taxation by the states was prohibited by federal statutes and caselaw. Federal law changed in 1976 so as to allow the taxation of national banks; the state argued that that change should render out-of-state national banks subject to the 1935 excise-tax statute. This Court rejected that argument, stating, at 575 So.2d at 1048-51:

"In the case presently before us, the trial court in its opinion stated that Ex parte Dixie Tool & Die Co., [537 So.2d 923 (Ala.1988)], controlled the resolution of the case:

"`In Dixie Tool & Die, as in the instant case, the issue was whether in originally enacting the statute, the legislature intended to tax transactions not previously taxed under that statute.

"`The Court holds that at the times[time] § 40-16-1 was enacted, the State was prohibited by federal statute from taxing out-of-state national banks. The National Bank Act expressly limited the state's authority to tax only those "national banking associations located within its limits." Because the federal statute was in force at the time § 40-16-1 was enacted, full knowledge and information as to the prior and existing law on the subject of this section [are] imputed to the legislature. A legislature is presumed to know the limit of its taxing power. Further, the statute will be interpreted on the assumption that the legislature was aware of existing statutes at the time new statutes are enacted.

"`Based on the foregoing, the Court finds that at the time § 40-16-1 was enacted the legislature could not have intended to impose a tax on out-of-state national banks.'

"In Dixie Tool & Die Co., the Alabama Department of Revenue assessed a sales tax against an Alabama corporation for sales made to out-of-state buyers and to federal government contractors. The Court in Dixie Tool & Die Co. considered whether sales made by the corporation to out-of-state purchasers were subject to Alabama's sales tax. The sales tax provision in question was Ala.Code 1975, § 40-23-4(a)(17). This code section provides:

"`(a) There are exempted from the provisions of this division and from the computation of the amount of the tax levied, assessed or payable under this division the following:

"`. . . .

"`(17) The gross proceeds of sales of tangible personal property or the gross receipts of any business which the state is prohibited from taxing under the Constitution or laws of the United States or under the Constitution of this state.'

"In its opinion, the Court in Dixie Tool & Die Co. recognized that the United States Supreme Court allowed taxation of interstate commerce if the tax met certain criteria. However, the Court stated:

"`"[These] recent pronouncements of

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