S.D.N.Y. Dismisses Cotton Traders’ § 1 Claims Under Copperweld

p>On September 30, 2014, the Southern District of New York reconsidered the Commodities Exchange Act (CEA) and Sherman Act claims brought against Louis Dreyfus Commodities B.V. and its affiliates in In re Term Commodities Cotton Futures Litigation, 12 Civ. 5126 (ALC)(KNF) (S.D.N.Y. Sept. 30, 2014). The plaintiffs, cotton futures traders, alleged that the defendants manipulated the price of cotton futures by "unreasonably and uneconomically demanding delivery of certificated cotton in fulfillment of futures contracts," among other allegations of manipulative behavior. In December 2013, the court denied defendants' motion to dismiss, and defendants subsequently moved for reconsideration. On reconsideration, the court dismissed plaintiffs' § 1 claim under the intra-enterprise conspiracy doctrine set forth in Copperweld Corp. v. Independence Tube Corp., 467 U.S. 752 (1984), but declined to dismiss the CEA or § 2 claims.

The court began its analysis by emphasizing the narrow holding of Copperweld. It noted that Copperweld's holding was limited to the relationship between "a parent and its wholly owned subsidiary"; where the relationship between two conspirators is anything less than complete ownership, lower courts "must draw from the analysis in Copperweld without the benefit of a bright line rule." Cotton, 12 Civ. 5126 at 6-7. While the court rejected an interpretation of the intra-enterprise conspiracy doctrine that "Section One claims are not viable where the only named coconspirators are a parent corporation and its subsidiaries" as an overstatement of the law, it did not go so far as to hold that the doctrine only applies to parents and their wholly owned subsidiaries.

The five defendants in Cotton were all related through a web of parent-subsidiary relationships. The plaintiffs did not specify whether each subsidiary was wholly owned, or clearly plead the nature of the defendants' relationships. The court held that, viewing the...