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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN

LAUREN VANKIRK and ERICA SHOAF, Individually and On Behalf of All Others Similarly Situated, Plaintiffs, vs. DENSO CORPORATION AND DENSO INTERNATIONAL AMERICA, INC., Defendants.

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Case No. CLASS ACTION CLASS ACTION COMPLAINT FOR VIOLATION OF STATE ANTITRUST AND UNFAIR COMPETITION LAW AND UNJUST ENRICHMENT JURY TRIAL DEMANDED

Plaintiffs Lauren Vankirk and Erica Shoaf, individually and on behalf of all others similarly situated, upon personal knowledge as to Plaintiffs conduct and upon information and belief as to all other matters, based on the investigation by their counsel, bring this action for violation of state antitrust and unfair competition law and for restitution, and demanding trial by jury, allege as follows: NATURE OF ACTION 1. This is a class action brought against Defendants DENSO Corporation and

DENSO International America, Inc. (collectively, Defendants), for engaging in a decade-long conspiracy to fix, raise, maintain and/or stabilize prices, rig bids and allocate the market and customers in the United States for Heating Control Panels (HCPs). The DENSO Defendants conspiracy successfully targeted the longstruggling United States automotive industry, raising prices for car manufacturers and consumers.

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2.

Plaintiffs seek to represent consumers who purchased or leased new motor

vehicles with HCPs or replacement HCPs during the period from and including January l, 2000, up to and including the date of the filing of this complaint (the Class Period). 3. Defendants manufacture, market, and sell HCPs throughout the United States for

installation in vehicles manufactured and sold in the United States. Defendants and their coconspirators agreed, combined and conspired to rig bids for, inflate, fix, raise, and artificially maintain and stabilize prices of HCPs and related products. 4. Antitrust law enforcement authorities in the United States, the European Union

and Japan have been investigating a conspiracy in the market for automobile parts. As part of its ongoing criminal investigation, the United States Department of Justice (DOJ) has brought criminal charges against Defendant Furukawa and its employees and is investigating other manufacturers of HCPs, and the Federal Bureau of Investigation (FBI) has participated in raids, pursuant to search warrants, carried out in at least some of the Defendants offices. The European Commission Competition Authority (the Commission) has also conducted raids at the European offices of several of the Defendants. 5. Defendant DENSO has pleaded guilty to participating in a conspiracy to fix prices

and rig bids of HCPs from at least as early as January 2000 and continuing until at least February 2010, and has agreed to pay a $78 million criminal fine related to its unlawful participation in two separate price-fixing and bid rigging conspiracies, including HCPs. The DENSO Defendants and their co-conspirators participated in a combination and conspiracy to suppress and eliminate competition in the automotive parts industry by agreeing to fix, raise, maintain and/or stabilize prices, rig bids and allocate the market and customers in the United States for HCPs. The combination and conspiracy engaged in by the DENSO Defendants and their coconspirators was in unreasonable restraint of interstate and foreign trade and commerce in violation of the Sherman Antitrust Act, 15 U.S.C. 1. As part of its plea agreement, DENSO has agreed to assist the DOJ in its ongoing criminal investigation into the automotive parts industry. As a direct result of the anti-competitive and unlawful conduct alleged herein, Plaintiffs and the

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members of the Class, as defined below, paid artificially inflated prices for HCPs and related products installed in their vehicles and Defendants were unjustly enriched during the Class Period and Plaintiffs have thereby suffered injury to their business or property. JURISDICTION AND VENUE 6. This Court has subject matter jurisdiction under the Class Action Fairness Act of

2005, 28 U.S.C. 1332(d), because at least one class member is of diverse citizenship from at least one defendant; there are more than 100 class members nationwide; and the aggregate amount in controversy exceeds $5 million. 7. This Court has in personam jurisdiction over each of the DENSO Defendants

because each DENSO Defendant, either directly or through the ownership and/or control of its subsidiaries, inter alia: (a) transacted business in the United States, including in this district; (b) directly or indirectly sold or marketed substantial quantities of HCPs throughout the United States, including in this district; (c) had substantial aggregate contacts with the United States as a whole, including in this district; or (d) were engaged in an illegal price-fixing conspiracy that was directed at, and had a direct, substantial, reasonably foreseeable and intended effect of causing injury to the business or property of persons and entities residing in, located in, or doing business throughout the United States, including in this district. The DENSO Defendants also conduct business throughout the United States, including in this district, and they have purposefully availed themselves of the laws of the United States. 8. The DENSO Defendants engaged in conduct both inside and outside of the United

States that caused direct, substantial and reasonably foreseeable and intended anti-competitive effects upon interstate commerce within the United States. 9. The activities of the DENSO Defendants and their co-conspirators were within

the flow of, were intended to, and did have, a substantial effect on interstate commerce of the United States. The DENSO Defendants products are sold in the flow of interstate commerce. 10. HCPs manufactured abroad by the DENSO Defendants and sold for use in

automobiles in the United States are goods brought into the United States for sale, and therefore

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constitute import commerce. To the extent any HCPs are purchased in the United States, and such HCPs do not constitute import commerce, the DENSO Defendants activities with respect thereto, as more fully alleged herein during the Class Period, had, and continue to have, a direct, substantial and reasonably foreseeable effect on United States commerce. The anticompetitive conduct, and its effect on United States commerce described herein, proximately caused antitrust injury in the United States. 11. The DENSO Defendants unlawful activities substantially affected commerce

throughout the United States, causing injury to Plaintiffs and members of the Class. The DENSO Defendants, directly and through their agents, engaged in activities affecting all states, to fix, raise, maintain and/or stabilize prices, rig bids and allocate the market and customers in the United States for HCPs, which conspiracy unreasonably restrained trade and adversely affected the market for HCPs. 12. The DENSO Defendants conspiracy and wrongdoing described herein adversely

affected persons in the United States who purchased HCPs for personal use, including Plaintiffs and the Class. 13. Pursuant to 28 U.S.C. 1391(a)(2), venue is proper in this district because a

substantial part of the conduct giving rise to Plaintiffs claims occurred in this district. THE PARTIES 14. Plaintiff Lauren Vankirk is a resident and citizen of New York who purchased

HCPs indirectly from one or more of the Defendants during the Class Period. 15. Plaintiff Erica Shoaf is a resident and citizen of Arizona who purchased HCPs

indirectly from one or more of the Defendants during the Class Period. 16. Defendant Defendant DENSO Corp. is a Japanese corporation. Defendant

DENSO Corporation directly and/or through its subsidiaries, which it wholly owned and/or controlled manufactured, marketed and/or sold HCPs that were purchased throughout the United States, including in this district, during the Class Period.

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17.

Defendant DENSO International America, Inc. is a Delaware corporation with its

principal place of business in Southfield, Michigan. It is a subsidiary of and wholly owned and/or controlled by its parent, DENSO Corporation. Defendant DENSO International America, Inc. manufactured, marketed and/or sold HCPs that were purchased throughout the United States, including in this district, during the Class Period. FACTUAL BACKGROUND A. 18. The HCP Industry HCPs are located in the center console of an automobile and control the

temperature of the interior environment of a vehicle. 19. When purchasing HCPs, the automobile manufacturer issues Requests for

Quotation (RFQs) to automotive parts suppliers on a model-by-model basis for model-specific parts. Automotive parts suppliers submit quotations, or bids, to automobile manufacturers in response to RFQs, and the automobile manufacturer usually awards the business to the selected automotive parts supplier for four to six years. Typically, the bidding process begins approximately three years prior to the start of production of a new model. Japanese automobile manufacturers procure parts for U.S.-manufactured vehicles both in Japan and the United States. 20. The DENSO Defendants and their co-conspirators supplied HCPs to automobile

manufacturers for installation in vehicles manufactured and sold in the United States and elsewhere. The DENSO Defendants and their co-conspirators manufactured HCPs (a) in the United States for installation in vehicles manufactured and sold in the United States, (b) in Japan for export to the United States and installation in vehicles manufactured and sold in the United States, and (c) in Japan for installation in vehicles manufactured in Japan for export to and sale in the United States. 21. Plaintiffs and members of the proposed Class purchased HCPs indirectly from the

DENSO Defendants and/or their co-conspirators. By way of example, an owner of a vehicle may indirectly purchase an HCP from the DENSO Defendants or their co-conspirators as part of purchasing or leasing the new vehicle. An owner of a vehicle may also indirectly purchase a

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replacement HCP from DENSO Defendants when repairing a damaged vehicle or where the HCP is defective. B. 22. Characteristics of the HCP Market Render the Conspiracy More Plausible The structure and other characteristics of the market for HCPs are conducive to a

price-fixing agreement, and have made collusion particularly attractive in this market. The HCP market has the following characteristics conducive to collusion: inelasticity of demand, high concentration, and opportunities to conspire. 1. 23. The HCP market has high barriers to entry high barriers to entry,

A collusive arrangement that raises product prices above competitive levels

would, under basic economic principles, attract new entrants seeking to benefit from the supracompetitive pricing. Where, however, there are significant barriers to entry, new entrants are less likely. Thus, barriers to entry help to facilitate the formation and maintenance of a pricefixing conspiracy. 24. There are substantial barriers that preclude, reduce or make more difficult entry

into the HCP market. A new entrant into the business would face costly and lengthy start-up costs and other barriers, including multi-million dollar costs associated with acquiring manufacturing plants and equipment, energy, transportation distribution infrastructure, skilled labor and overcoming long-standing customer relationships. 25. In addition, the Original Equipment Manufacturers (OEMs) cannot easily shift

demand among different HCP suppliers after they select a supplier because the OEMs enter into multi-year contracts with a supplier who specially designs the features of the HCPs to meet the requirements of their vehicles. The HCPs an OEM purchases are integrated with the electronics, mechanics, thermal distribution and other features of a particular vehicle model. 26. Furthermore, DENSO owns several patents for the component parts that make up

HCPs. These patents place a significant and costly burden on potential new entrants, who must avoid infringing on the patents when entering the market with a new product. 2. There is inelasticity of demand for HCPs

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27.

Elasticity is a term used to describe the sensitivity of supply and demand to

changes in one or the other. For example, demand is generally said to be inelastic if an increase in the price of a product does not materially affect demand. In other words, customers have nowhere to turn for alternative, cheaper products of similar quality, and so continue to purchase despite a price increase. 28. For a cartel to profit from raising prices above competitive levels, demand must Otherwise, increased prices would result in

be relatively inelastic at competitive prices.

declining sales, revenues and profits, as customers purchased substitute products or declined to buy altogether. Inelastic demand is a market characteristic that facilitates collusion, allowing producers to raise their prices without triggering customer substitution and lost revenue. 29. Demand for HCPs is highly inelastic because there are no close substitutes for

these products. In addition, purchasers or lessees of vehicles must purchase HCPs as an essential part of their vehicles, even if the prices are raised or maintained at supracompetitive levels. C. 30. Government Investigation A globally coordinated antitrust investigation is taking place in the United States, The probe

Europe, and Japan, aimed at suppliers of automotive parts, including HCPs.

originated in Europe as the result of several European automobile manufacturers coming together to bring a complaint to the EC. One carmaker is said to have failed to attract competitive bids for HCPs, leading the company to join with other carmakers to take their complaint to the EC. 31. On February 8, 2010, the EC executed surprise raids at the European offices of

certain automotive parts makers as part of an investigation into anti-competitive conduct related to the manufacturing and sale of automotive parts. The EC also carried out additional raids at the European offices of several suppliers of automotive parts on June 7, 2010. Specifically, EC investigators raided the offices of Leoni AG, S-Y Systems Technologies Europe GmbH, Yazaki Corporation and DENSO. The Commission has reason to believe that the companies concerned may have violated European Union antitrust rules that prohibit cartels and restrictive business practices, an EC official said in a statement.

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32.

In February 2010, Japans Fair Trade Commission raided the Tokyo offices of

DENSO as part of an expansive investigation into collusion in the automotive parts industry dating back to at least 2000. 33. The DOJ has stated that it is conducting an investigation of potential antitrust

activity and coordinating its investigation with antitrust regulators in Europe. The antitrust division is investigating the possibility of anticompetitive cartel conduct of automotive electronic component suppliers, Justice Department Spokeswoman Gina Talamona said. 34. Indeed, on February 23, 2010, around the same time as the raids by the Japanese

and European competition authorities, investigators from the FBI raided three Detroit-area Japanese auto parts makers as part of a federal antitrust investigation. The FBI executed

warrants and searched the offices of these companies, including DENSOs subsidiary in Southfield, Michigan. Special Agent Sandra Berchtold said the affidavits supporting issuance of the warrants were sealed in federal court. 35. To obtain search warrants, the United States was legally required to have probable

cause, accepted by a magistrate, to believe that it would obtain evidence of an antitrust violation as a result of executing the search warrantthat is, the United States had to have evidence sufficient to warrant a person of reasonable caution to believe that raiding the offices of a seemingly lawful business would uncover evidence of antitrust violations and that claimed evidence must have been examined and accepted by a magistrate. That belief, which was recounted in sworn affidavits or testimony, must be grounded on reasonably trustworthy information. D. 36. Guilty Pleas Stemming from the DOJs Investigation of the Automotive Parts Industry On January 30, 2012, the DOJ announced that DENSO had agreed to pay a $78

million fine and plead guilty to a two count criminal information charging DENSO with: (1) participating in a combination and conspiracy with its co-conspirators to suppress and eliminate competition in the automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and

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maintain the prices of, Electronic Control Units (ECUs) (an embedded system that controls one or more of the electronic systems or subsystems in a motor vehicle) sold to certain automobile manufacturers in the United States and elsewhere from at least as early as January 2000 and continuing until at least February 2010 in violation of the Sherman Act, 15 U.S.C. 1; and (2) participating in a combination and conspiracy with its co-conspirators to suppress and eliminate competition in the automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and maintain the prices of HCPs sold to certain automobile manufacturers in the United States and elsewhere from at least as early as January 2000 and continuing until at least February 2010 in violation of the Sherman Act, 15 U.S.C. 1. 37. According to the criminal information filed against DENSO, DENSO and its

coconspirators carried out the conspiracy by: (a) participating in meetings, conversations, and communications in the United States and Japan to discuss the bids and price quotations to be submitted to certain automobile manufacturers in the United States and elsewhere; (b) agreeing, during those meetings, conversations, and communications, on bids and price quotations to be submitted to certain automobile manufacturers in the United States and elsewhere; (c) agreeing, during those meetings, conversations, and communications, to allocate the supply of HCPs sold to certain automobile manufacturers in the United States and elsewhere on a model-by-model basis; (d) agreeing, during those meetings, conversations, and communications, to coordinate price adjustments requested by certain automobile manufacturers in the United States and elsewhere; (e) submitting bids, price quotations, and price adjustments to certain automobile manufacturers in the United States and elsewhere in accordance with the agreements reached; (f) selling HCPs to certain automobile manufacturers in the United States and elsewhere at collusive and noncompetitive prices;

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(g) accepting payment for HCPs sold to certain automobile manufacturers in the United States and elsewhere at collusive and noncompetitive prices; (h) engaging in meetings, conversations, and communications in the United States and elsewhere for the purpose of monitoring and enforcing adherence to the agreed-upon bidrigging and price-fixing scheme; and (i) employing measures to keep their conduct secret, including but not limited to using code names and meeting at private residences or remote locations. 38. The plea agreement is an outgrowth of the initial charges in the DOJs

international cartel investigation of price-fixing and bid rigging in the automotive parts industry. 39. On January 30, 2012, the DOJ announced that Yazaki Corporation (Yazaki) had

agreed to pay a $470 million fine and plead guilty to a three-count criminal information charging Yazaki with: (1) participating in a combination and conspiracy with its co-conspirators to suppress and eliminate competition in the automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and maintain the prices of, automotive wire harnesses and related products sold to certain automobile manufacturers in the United States and elsewhere from at least as early as January 2000 and continuing until at least February 2010 in violation of the Sherman Act, 15 U.S.C. 1; (2) participating in a combination and conspiracy with its co-conspirators to suppress and eliminate competition in the automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and maintain the prices of, instrument panel clusters sold to certain automobile manufacturers in the United States and elsewhere from at least as early as December 2002 and continuing until at least February 2010 in violation of the Sherman Act, 15 U.S.C. 1; and (3) participating in a combination and conspiracy with its co-conspirators to suppress and eliminate competition in the automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and maintain the prices of fuel senders sold to certain automobile manufacturers in the United States and elsewhere from at least as early as March 2004 and continuing until at least February 2010 in violation of the Sherman Act, 15 U.S.C. 1.

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40.

In addition to Yazaki, four executives from Yazaki (all Japanese nationals)

Tsuneaki Hanamura, Ryoji Kuwai, Shigeru Ogawa, and Hisamitsu Takada pleaded guilty to their participation in a conspiracy to suppress and eliminate competition in the automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and maintain the prices of automotive wire harnesses sold to certain automobile manufacturers in the United States and elsewhere in violation of the Sherman Act, 15 U.S.C. 1. These four Yazaki executives will serve prison time ranging from 15 months to two years. The two-year sentences would be the longest term of imprisonment imposed on a foreign national voluntarily submitting to U.S. jurisdiction for a Sherman Act antitrust violation. 41. On September 29, 2011, the DOJ announced that Furukawa Electric Co. Ltd.

(Furukawa) had agreed to plead guilty and to pay a $200 million fine for its role in a criminal price-fixing and bid-rigging conspiracy involving the sale of HCPs to automobile manufacturers. Three of Furukawas executives also pleaded guilty to the same conspiracy. 42. As a result of this international price-fixing and bid-rigging conspiracy,

automobile manufacturers paid noncompetitive and higher prices for parts in cars sold to U.S. consumers, said Sharis A. Pozen, Acting Assistant Attorney General in charge of the Department of Justices Antitrust Division. This cartel harmed an important industry in our nations economy, and the Antitrust Division with the Federal Bureau of Investigation will continue to work together to ensure that these kinds of conspiracies are stopped. 43. When companies partner to control and price fix bids or contracts, it undermines

the foundation of the United States economic system, said FBIs Special Agent in Charge Andrew G. Arena. The FBI is committed to aggressively pursuing any company involved in antitrust crimes. CLASS ACTION ALLEGATIONS 44. Plaintiffs bring this action individually and as a class action under Rule 23(a) and

(b)(3) of the Federal Rules of Civil Procedure seeking damages and restitution pursuant to state

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antitrust, unfair competition, consumer protection laws and for unjust enrichment on behalf of the following class: All persons and entities that indirectly purchased or leased in the United States, during the Class Period, HCPs, for personal use and not for resale, including as a stand-alone replacement product or as a component of a new motor vehicle from any Defendant or any current or former subsidiary or affiliate thereof, or any coconspirator. 45. Excluded from the Class are Defendants, their parent companies, subsidiaries and

affiliates, their officers or directors, the Judge assigned to this matter, his or her spouse or minor child residing in his or her household, any person having a third degree relationship to either the Judge or his or her spouse, co-conspirators, federal governmental entities and instrumentalities of the federal government, states and their subdivisions, agencies and instrumentalities, and persons who purchased HCPs directly or for resale. 46. While Plaintiffs do not know the exact number of the members of the Class,

Plaintiffs believe there are hundreds of thousands of members in the Class. 47. Common questions of law and fact exist as to all members of the Class. This is

particularly true given the nature of Defendants conspiracy, which was generally applicable to the Class, thereby making appropriate relief with respect to the Class as a whole. Such questions of law and fact common to the Class include, but are not limited to: (a) Whether Defendants engaged in a combination and conspiracy among

themselves to fix, raise, maintain or stabilize the prices of HCPs sold in the United States; (b) (c) The identity of the participants of the alleged conspiracy; The duration of the alleged conspiracy and the acts carried out by

Defendants in furtherance of the conspiracy; (d) Whether the alleged conspiracy violated state antitrust and unfair

competition law, as alleged in the First Claim for Relief;

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(e)

Whether Defendants unjustly enriched themselves to the detriment of the

Plaintiffs and the members of the Class, thereby entitling Plaintiffs and the members of the Class to disgorgement of all benefits derived by Defendants, as alleged in the Second Claim for Relief; (f) Whether the conduct of Defendants, as alleged in this Complaint, caused

injury to the business or property of Plaintiffs and the members of the Class; (g) The effect of the alleged conspiracy on the prices of HCPs sold in the

United States during the Class Period; (h) Whether the Defendants fraudulently concealed the conspiracys existence

from the Plaintiffs and the members of the Class; (i) (j) 48. The appropriate injunctive and related equitable relief for the Class; and The appropriate class-wide measure of damages for the Class.

Plaintiffs claims are typical of the claims of the members of the Class, and

Plaintiffs will fairly and adequately protect the interests of the Class. Plaintiffs and all members of the Class are similarly affected by Defendants wrongful conduct in that they paid artificially inflated prices for HCPs and related parts purchased indirectly from Defendants. 49. Plaintiffs claims arise out of the same common course of conduct giving rise to

the claims of the other members of the Class, Plaintiffs interests are coincident with, and not antagonistic to, those of the other members of the Class, Plaintiffs are represented by counsel who are competent and experienced in the prosecution of antitrust and class action litigation. 50. The questions of law and fact common to the members of the Class predominate

over any questions affecting only individual members, including legal and factual issues relating to liability and damages. 51. Class action treatment is a superior method for the fair and efficient adjudication

of the controversy, in that, among other things, such treatment will permit a large number of similarly situated persons to prosecute their common claims in a single forum simultaneously, efficiently and without the unnecessary duplication of evidence, effort and expense that numerous individual actions would engender. The benefits of proceeding through the class

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mechanism, including providing injured persons or entities with a method for obtaining redress for claims that it might not be practicable to pursue individually, substantially outweigh any difficulties that may arise in management of this class action. 52. The prosecution of separate actions by individual members of the Class would

create a risk of inconsistent or varying adjudications, establishing incompatible standards of conduct for Defendants. 53. states: (a). Arizona: All persons who purchased or leased for their own use motor Plaintiffs assert the First Claim for Relief on behalf of residents of the following

vehicles with HCPs manufactured by any defendant. (b). California: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (c). District of Columbia: All persons who purchased or leased for their own

use motor vehicles with HCPs manufactured by any defendant. (d). Florida: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (e). Iowa: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (f). Kansas: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (g). Maine: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (h). Massachusetts: All persons who purchased or leased for their own use

motor vehicles with HCPs manufactured by any defendant. (i). Michigan: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant.

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(j).

Minnesota: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (k). Mississippi: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (l). Nebraska: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (m). Nevada: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (n). New Hampshire: All persons who purchased or leased for their own use

motor vehicles with HCPs manufactured by any defendant. (o). New Mexico: All persons who purchased or leased for their own use

motor vehicles with HCPs manufactured by any defendant. (p). New York: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (q). North Carolina: All persons who purchased or leased for their own use

motor vehicles with HCPs manufactured by any defendant. (r). North Dakota: All persons who purchased or leased for their own use

motor vehicles with HCPs manufactured by any defendant. (s). Oregon: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (t). South Carolina: All persons who purchased or leased for their own use

motor vehicles with HCPs manufactured by any defendant. (u). South Dakota: All persons who purchased or leased for their own use

motor vehicles with HCPs manufactured by any defendant. (v). Tennessee: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant.

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(w).

Utah: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (x). Vermont: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. (y). West Virginia: All persons who purchased or leased for their own use

motor vehicles with HCPs manufactured by any defendant. (z.). Wisconsin: All persons who purchased or leased for their own use motor

vehicles with HCPs manufactured by any defendant. 54. Plaintiffs do not know the exact number of Class members at the present time.

However, due to the nature of the trade and commerce involved, there are many thousands of class members, geographically dispersed throughout the nation and their respective state of residence such that joinder of all Class members is impracticable. Included in each state class are purchasers of new cars containing HCPs for personal use. 55. The common legal and factual questions, which do not vary from Class member

to Class member, and which may be determined without reference to individual circumstances of any Class member include, but are not limited to, the following: (a) Whether Defendants engaged in a contract, combination or conspiracy to

raise, stabilize, fix and/or maintain prices of HCPs; (b) conspiracy; (c) Whether Defendants were participants in the contract combination or The duration and extent of the alleged contract, combination or

conspiracy alleged herein; (d) The effect of the contract, combination or conspiracy on the prices of

HCPs in the United States during the Class Period; (e) members of the Class; Whether the conduct of Defendants caused injury to Plaintiffs and other

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(f) antitrust statutes; and 56.

Whether the alleged contract, combination or conspiracy violated state

Questions of law and fact common to members of the Class predominate over any

questions which may affect only individual members. 57. Plaintiffs claims are typical of the claims of the Class, and Plaintiffs will fairly

and adequately protect the interests of the Class. Plaintiffs interests are not antagonistic to the claims of the other Class members, and there are no material conflicts with any other member of the Class that would make class certification inappropriate. Plaintiffs have retained competent counsel experienced in complex antitrust and consumer protection class action litigation and will prosecute this action vigorously. 58. A class action is superior to other available methods for the fair and efficient

adjudication of this controversy because individual litigation of the claims of all Class members is impracticable. Even if every Class member could afford individual litigation, the court system could not. It would be unduly burdensome on the courts if individual litigation of numerous cases would proceed. By contrast, the conduct of this action as a class action, with respect to some or all of the issues presented in this complaint, presents fewer management difficulties, conserves the resources of the parties and of the court system, and protects the rights of each Class member. 59. Prosecution of separate actions by individual Class members would create the risk

of inconsistent or varying adjudications, establishing incompatible standards of conduct for Defendants, and would magnify the delay and expense to all parties and to the court system resulting from multiple trials of the same complex factual issues. 60. Whatever difficulties may exist in the management of the class action will be

greatly outweighed by the benefits of the class action procedure, including, but not limited to, providing Class members with a method for the redress of claims that may not otherwise warrant individual litigation.

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ANTITRUST INJURY 61. The effect of Defendants conduct as described herein has been to artificially

inflate the prices of HCPs and the price paid by Plaintiffs and Class members for new vehicles in the United States. FRAUDULENT CONCEALMENT AND TOLLING 62. Throughout the Class Period, Defendants engaged in an illegal conspiracy that Defendants effectively, affirmatively and fraudulently concealed their

was self-concealing.

unlawful combination, conspiracy and acts in furtherance thereof from Plaintiffs and the members of the Class. 63. Plaintiffs did not know nor could they have known that the prices for HCPs were

artificially inflated and maintained by virtue of Defendants illegal price-fixing and supply control conspiracy, and that Plaintiffs and members of the Class were paying higher prices. 64. Plaintiffs have exercised due diligence by promptly investigating the facts giving

rise to the claims asserted herein upon having reasonable suspicion of the existence of Defendants conspiracy. 65. As a result of Defendants fraudulent concealment of their conspiracy, the running

of any statute of limitations has been tolled with respect to any claims that Plaintiffs and the members of the Class have as a result of the anticompetitive conduct alleged in this complaint.

FIRST CLAIM FOR RELIEF (Violation of State Antitrust and Unfair Competition Law) 66. Plaintiffs incorporate and reallege, as though fully set forth herein, each of the

paragraphs set forth above. 67. In response to market conditions, and in an effort to supracompetitively inflate the

prices of HCPs, Defendants engaged in a continuing contract, combination and conspiracy in restraint of interstate trade and commerce, which had the purpose and effect of fixing, raising,

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maintaining and/or stabilizing the price of HCPs at artificially high, non-competitive levels in the United States. 68. The conspiracy had its intended effect, as Defendants benefitted from selling

HCPs and related products at supra-competitive prices. 69. For the purposes of effectuating the aforesaid contract, combination and

conspiracy, Defendants: (a) agreed among themselves to fix, raise, maintain and/or stabilize the prices

of HCPs in the United States; (b) agreed among themselves to restrict the supply of HCPs by implementing

bid-rigging and coordinating their actions; and (c) agreed among themselves to implement supracompetitive increases in the

prices of HCPs in the United States. 70. As a result of Defendants' unlawful conduct, Plaintiffs and the other members of

the Class have been injured in their business and property in that they have paid more for cars including HCPs than they otherwise would have paid in the absence of Defendants unlawful conduct. 71. By reason of the foregoing, Defendants have violated Arizona Revised Statutes

44-1401, et seq. 72. By reason of the foregoing, Defendants have violated California Business and

Professions Code 16720 , and 17200, et seq. 73. By reason of the foregoing, Defendants have violated District of Columbia Code

Annotated 28-4501, et seq. 74. By reason of the foregoing, Defendants have violated the Florida Deceptive and

Unfair Trade Practices Act, Fla. Stat. 501.201, et seq. 75. 76. By reason of the foregoing, Defendants have violated Iowa Code 553.l, et seq. By reason of the foregoing, Defendants have violated Kansas Statutes Annotated

50-101, et seq.

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77.

By reason of the foregoing, Defendants have violated the Maine Revised Statutes

l0 M.R.S. 110l, et seq. 78. By reason of the foregoing, Defendants have violated Michigan Compiled Laws

Annotated 445.771, et seq. 79. By reason of the foregoing, Defendants have violated Minnesota Annotated

Statutes 325D.49, et seq. 80. By reason of the foregoing, Defendants have violated Mississippi Code Annotated

75-21-1, et seq. 81. By reason of the foregoing, Defendants have violated Nebraska Revised Statutes

59-801, et seq. 82. By reason of the foregoing, Defendants have violated Nevada Revised Statutes

Annotated 598A.010, et seq. 83. By reason of the foregoing, Defendants have violated New Mexico Statutes

Annotated 57-l-1, et seq. 84. By reason of the foregoing, Defendants have violated New Hampshire Revised

Statutes 356:1, et seq. 85. By reason of the foregoing, Defendants have violated New York General

Business Laws 340, et seq. 86. By reason of the foregoing, Defendants have violated North Carolina General

Statutes 75-1, et seq. 87. By reason of the foregoing, Defendants have violated North Dakota Century Code

5l-08.1-01, et seq. 88. By reason of the foregoing, Defendants have violated Oregon Revised Statutes

646.705, et seq. 89. By reason of the foregoing, Defendants have violated South Carolinas Unfair

Trade Practices Act, S.C. Code Ann. 39-5-10, et seq.

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90.

By reason of the foregoing, Defendants have violated South Dakota Codified

Laws 37-1-3.1, et seq. 91. By reason of the foregoing, Defendants have violated Tennessee Code Annotated

47-25-101, et seq. 92. By reason of the foregoing, Defendants have violated Utah Code Annotated

76-10-911, et seq. 93. 2451, et seq. 94. 18-l, et seq. 95. 133.01, et seq. By reason of the foregoing, Defendants have violated Wisconsin Statutes By reason of the foregoing, Defendants have violated West Virginia Code 47By reason of the foregoing, Defendants have violated Vermont Stat. Ann. 9

SECOND CLAIM FOR RELIEF (Unjust Enrichment) 96. Plaintiffs incorporate and reallege, as though fully set forth herein, each of the

paragraphs set forth above. 97. To the detriment of Plaintiffs and the Class, Defendants have been and continue to

be unjustly enriched as a result of the unlawful and wrongful conduct alleged herein. Defendants have unjustly benefited by receiving higher prices for HCPs, which higher prices were passed along to consumers, and would otherwise not have been possible absent the unlawful and wrongful conduct. 98. Between the parties, it would be unjust for Defendants to retain the benefits

attained by their actions. Accordingly, Plaintiffs seek restitution from Defendants of all of the benefits and ill-gotten gains acquired as a result of the unlawful and wrongful conduct alleged herein.

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PRAYER FOR RELIEF WHEREFORE, Plaintiffs pray for relief as set forth below:

A.

Certification of the action as a class action pursuant to Federal Rule of Civil

Procedure 23, and appointment of Plaintiffs as Class Representatives and their counsel of record as Class Counsel;

B.

A declaration that Defendants conduct constituted an unlawful restraint of trade

in violation of the state statutes alleged herein and that Defendants are liable for the conduct or damage inflicted by any other co-conspirator;

C. D. E. F. G. H.
equity.

Restitution and damages to Class members for their purchases or leases of cars

containing HCPs and/or replacement parts at inflated prices; Actual damages, statutory damages, punitive or treble damages, and such other

relief as provided by the statutes cited herein; Pre-judgment and post-judgment interest on such monetary relief; Equitable relief in the form of restitution and/or disgorgement of all unlawful or

illegal profits received by Defendants as a result of the anticompetitive conduct alleged in herein; The costs of bringing this suit, including reasonable attorneys fees; and All other relief to which Plaintiffs and Class members may be entitled at law or in

DEMAND FOR JURY TRIAL Plaintiffs hereby demand a trial by jury on all issues so triable. Dated: March 2, 2012 MILBERG LLP By /s/ Paul F. Novak Paul F. Novak One Kennedy Square 777 Woodward Ave, Suite 890 Detroit, Michigan 48226 Tel: (313) 309-1760 Fax: (313) 447-2038 pnovak@milberg.com

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Elizabeth McKenna MILBERG LLP One Pennsylvania Plaza, 49th Floor New York, NY 10119 Tel: (212) 631-8605 Fax: (212) 273-4337 emckenna@milberg.com Jeff S. Westerman MILBERG LLP One California Plaza 300 South Grand Avenue, Suite 3900 Los Angeles, California 90071 Tel: (213) 617-1200 Fax: (213) 617-1975 jwesterman@milberg.com Marc M. Seltzer Steven G. Sklaver SUSMAN GODFREY L.L.P. 1901 Avenue of the Stars, Suite 950 Los Angeles, CA 90067-6029 Tel: (310) 789-3100 Fax: (310) 789-3150 mseltzer@susmangodfrey.com ssklaver@susmangodfrey.com Terrell W. Oxford Warren T. Burns SUSMAN GODFREY L.L.P. 901 Main Street, Suite 5100 Dallas, Texas 75202 Tel: (214) 754-1900 Fax: (214) 754-1933 toxford@susmangodfrey.com wburns@susmangodfrey.com Krishna Narine Law Office of Krishna B. Narine 101 Greenwood Ave, Suite 600 Jenkintown, PA 19046 Tel: (215) 277-5770 Fax: (215) 277-5771 knarine@kbnlaw.com Isaac L. Diel SHARP MCQUEEN PA 6900 College Blvd, Suite 285

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Overland Park, KS 66211 Tel: (913) 661-9931 idiel@sharpmcqueen.com Mary Kirkpatrick KIRKPATRICK & GOLDSBOROUGH 1233 Shelburne Road, Suite E-1 South Burlington, VT 05403 Tel: (802) 651-0960 Fax: (802) 651-0964 mkirkpatrick@vtlawfirm.com Shane Youtz YOUTZ & VALDEZ 900 Gold Ave, SW Albuquerque, NM 87102 Tel: (505) 244-1200 Fax: (505) 244-9700 shane@youtzvaldez.com Stephen B. Murray Stephen B. Murray, Jr. Arthur M. Murray Korey A. Nelson Murray Law Firm 650 Poydras Street Suite 2150 New Orleans, Louisiana 70130 Tel: (504) 525-8100 Fax: (505) 584-5249 smurray@murray-lawfirm.com smurrayjr@murray-lawfirm.com amurray@murray-lawfirm.com knelson@murray-lawfirm.com Elaine A. Ryan Patricia N. Syverson Lindsey M. Gomez-Gray BONNETT, FAIRBOURN, FRIEDMAN & BALINT, P.C. 2901 North Central Avenue, Suite 1000 Phoenix, Arizona 85012 Tel: (602) 274-1100 Todd D. Carpenter BONNETT, FAIRBOURN, FRIEDMAN & BALINT, P.C. 600 West Broadway, Suite 900 San Diego, California 92101 Tel: (619) 756-6978 Joseph Siprut SIPRUT P.C. 24

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122 South Michigan Avenue, Suite 1850 Chicago, Illinois 60603 Tel: (312) 588-1440 Fax: (312) 427-1850 jsiprut@siprut.com Counsel for Plaintiffs and the Proposed Classes

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