UNITED STATES V. AMERICAN BLDG. MAINT. INDUS.
Decision Date | 24 June 1975 |
Citation | 422 U. S. 271 |
Court | U.S. Supreme Court |
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE CENTRAL DISTRICT OF CALIFORNIA
The Benton companies, some of whose customers engaged in interstate operations, performed all their services within California, locally recruited labor (which accounted for their major expenses) and locally purchased incidental equipment and supplies. The District Court granted appellee's motion for summary judgment, holding that there had been no § 7 violation. The Government contends that "engaged in commerce." as used in § 7. encompasses corporations like the Benton companies engaged in intrastate activities that substantially affect interstate commerce, and that, in any event, the Benton companies' activities were sufficiently interstate to come within § 7.
Held:
1. The phrase "engaged in commerce," as used in § 7 of the Clayton Act, means engaged in the flow of interstate commerce, and was not intended to reach all corporations engaged in activities subject to the federal commerce power; hence, the phrase does not encompass corporations engaged in intrastate activities substantially affecting interstate commerce, and § 7 can be applicable only when both the acquiring corporation and the acquired
corporation are engaged in interstate commerce. P P. 275-283.
(a) The jurisdictional requirements of § 7 cannot be satisfied merely by showing that allegedly anticompetitive acquisitions and activities affect commerce. Gulf Oil Corp. v. Copp Paving CO., 419 U. S. 186; FTC v. Bunte Bros., 312 U. S. 349. P P. 276-277.
(b) The precise "in commerce" language of § 7 is not coextensive with the reach of power under the Commerce Clause, and is thus not to be equated with § 1 of the Sherman Act, which reaches the impact of intrastate conduct on interstate commerce. P P. 277-279.
(c) When Congress reenacted § 7 in 1950 with the same "engaged in commerce" limitation, the phrase had long since become a term of art, indicating a limited assertion of federal jurisdiction, and, prior to that time, Congress had frequently distinguished between activities "in commerce" and broader activities "affecting commerce." P P. 279-281.
(d) Limiting § 7 to its plain meaning comports with the enforcement policies that the FTC and the Justice Department have consistently pursued. P P. 281-282.
2. Since the Benton companies did not participate directly in the sale, purchase, or distribution of goods or services in interstate commerce, they were not "engaged in commerce" within the meaning of § 7. And neither supplying local services to corporations engaged in interstate commerce nor using locally bought supplies manufactured outside California sufficed to satisfy § 7's "in commerce" requirement. P P. 283-286.
401 F.Supp. 1005, affirmed.
WHITE, J., filed a concurring opinion, post, P. 286. DOUGLAS, J., filed a dissenting opinion, in which BRENNAN, J., joined, post, P. 286. BLACKMUN, J., filed a dissenting opinion, post, P. 287.
The Government commenced this civil antitrust action in the United States District Court for the Central District of California, contending that the appellee, American Building Maintenance Industries, had violated § 7 of the Clayton Act, 38 Stat. 731, as amended, 15 U.S.C. § 18, by acquiring the stock of J. E. Benton Management Corp., and by merging Benton Maintenance Co. into one of the appellee's wholly owned subsidiaries. Following discovery proceedings and the submission of memoranda and affidavits by both parties, the District Court granted the appellee's motion for summary judgment, holding that there had been no violation of § 7 of the Clayton Act. The Government brought an appeal to this Court, and we noted probable jurisdiction. 419 U.S. 1104. [Footnote 1]
The appellee, American Building Maintenance Industries, is one of the largest suppliers of janitorial services in the country, with 56 branches serving more than 500 communities in the United States and Canada. It is also the single largest supplier of janitorial services in southern California (the area comprising Los Angeles, Orange, San Bernardino, Riverside, Santa Barbara, and Ventura Counties), providing approximately 10% of the sales of such services in that area.
Both of. the acquired companies, J. E. Benton Management Corp. and Benton Maintenance Co., also supplied janitorial services in Southern California. [Footnote 2] Together, their sales constituted approximately 70% of the total janitorial sales in that area. Although both Benton companies serviced customers engaged in interstate operations, all of their janitorial and maintenance contracts with those customers were performed entirely within California. Neither of the Benton companies advertised nationally, and their use of interstate communications facilities to conduct business was negligible. [Footnote 3]
The major expense of providing janitorial services is the cost of the labor necessary to perform the work. The Benton companies recruited the unskilled workers needed to supply janitorial services entirely from the local labor market in Southern California. The incidental equipment and supplies utilized in providing those janitorial services, except in concededly insignificant amounts, were purchased from local distributors. [Footnote 4]
It is unquestioned that the appellee, American Building Maintenance Industries, was and is actively engaged in interstate commerce. But on the basis of the above facts, the District Court concluded that, at the time of the challenged acquisition and merger, neither Benton Management Corp. nor Benton Maintenance Co. was "engaged in commerce" within the meaning of § 7 of the Clayton Act. Accordingly, the District Court held that there had been no violation of that law.
The Government's appeal raises two questions: first, does the phrase "engaged in commerce," as used in § 7 of the Clayton Act, encompass corporations engaged in intrastate activities that substantially affect interstate commerce? Second, if the language of § 7 requires proof of actual engagement in the flow of interstate commerce, were the Benton companies' activities sufficient to satisfy that standard?
Section 7 of the Clayton Act, 15 U.S.C. § 18, provides in pertinent part:
Gulf Oil Corp. v. Copp Paving Co., 419 U. S. 186, 195. But even more unambiguous support for this construction of the narrow "in commerce" language enacted by Congress in § 7 of the Clayton Act is to be found in an earlier decision of this Court, FTC v. Bunte Bros., 312 U. S. 349.
In Bunte Bros., the Court was required to determine the scope of § 5 of the Federal Trade Commission Act, 38 Stat. 719, as amended, 15 U.S.C. § 45, which authorized the Commission to proceed only against "unfair methods of competition in commerce." The Court squarely held that the Commission's § 5 jurisdiction was limited to unfair methods of competition occurring in the flow of interstate commerce. The contention that "in commerce" should be read as if it meant "affecting interstate commerce" was emphatically rejected:
To continue reading
Request your trial-
A Rule for All Reasons: the Professional Services Exemption to Liability Under Connecticut's Unfair Trade Practices Act
...1.1 (Thomson-West 2010-2011). 8. CONN. GEN. STAT. § 42-110a(4). 9. 15 U.S.C. § 44 (2006). 10. United States v. Am. Bldg. Maint. Industs., 422 U.S. 271, 277 n.6 (1975). 11. See Benvenuti Oil Co. v. Foss Consultants Inc., No. CV010485270S, 2006 WL 328678, at *9 (Conn. Super. Ct. Jan. 25, 2006......
-
Monopsony and Its Impact on Wages and Employment: Past and Future Merger Review
...Marinescu & Posner, supra note 4, at 29.86. Marinescu & Posner, supra note 4, at 24 (discussing United States v. Am. Bldg. Maint. Indus., 422 U.S. 271 (1975)).87. Id. at 29.88. Posner (ProMarket), supra note 6.89. Marinescu & Posner, supra note 4, at 39 (discussing Am. Express Co. v. Italia......