VIBO Corp., Inc. v. Conway

A 1998 settlement (MSA), between states and large tobacco companies (OPMs) included incentives for non-parties to join, but OPMs retained the most favorable payment terms. The MSA permitted states to enact statutes requiring nonparticipants to make deposits into escrows to be held for 25 years, in case a state obtained a future judgment against that nonparticipant. The MSA ensured that OPMs retained favored treatment over other participants. Plaintiff entered the market in 2000, as a nonparticipant, paying into state escrow accounts. As escrow payments became more burdensome, Plaintiff joined the MSA after negotiating a back-payment and future payments. During negotiations, defendants denied Plaintiff information about payment reductions granted to grandfathered companies. Plaintiff, unhappy with the disparate treatment and unable to meet its obligations, was unable to negotiate better terms because of an MSA provision that would entitle other participants to more favorable terms if such terms were granted to a late-joiner. Plaintiff sued tobacco manufacturers and attorneys general, alleging antitrust (15 U.S.C. 1, 3 (a)) and constitutional violations. The district court dismissed. The Sixth Circuit affirmed. Manufacturer defendants were immunized under the Noerr-Pennington and state-action doctrines. Plaintiff's waivers were knowing, intelligent, and voluntary, regardless of representations made during negotiations. View "VIBO Corp., Inc. v. Conway" on Justia Law