In re Keurig Green Mountain Single-Serve Coffee Antitrust Litig.

Citation: 383 F. Supp. 3d 187Docket: 14-MD-2542 (VSB)

Court: District Court, S.D. Illinois; April 3, 2019; Federal District Court

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Four motions to dismiss have been filed by Defendant Keurig Green Mountain, Inc. in a multi-district litigation addressing separate amended complaints from multiple plaintiffs alleging anticompetitive practices. 

1. JBR, Inc. (d/b/a Rogers Family Company) claims Keurig's actions have excluded it from the market for cups or pods used in Keurig's single-serve machines (No. 14-CV-4242). 
2. TreeHouse Foods, Inc. and its subsidiaries assert similar claims of exclusion from the same market (No. 14-CV-905).
3. Direct purchaser plaintiffs (DPPs), including Kenneth B. Burkley and others, allege that Keurig's practices have resulted in overcharging for cups or pods (Doc. 237). 
4. Indirect purchaser plaintiffs (IPPs), such as Yelda Mesbah Bartlett and others, also claim to have been overcharged due to Keurig's anticompetitive practices (Doc. 238).

All complaints allege violations of Sections 1 and 2 of the Sherman Act and the Clayton Act. The Rogers and TreeHouse complaints additionally allege violations of the Lanham Act and patent misuse. The DPPs assert common law unjust enrichment claims applicable across all states and the District of Columbia, while the IPPs raise similar claims under the laws of seventeen states and the District of Columbia.

The Rogers Amended Complaint alleges multiple claims, including violations of the California Cartwright Act, False Advertising Law, Unfair Competition Law, common law unfair competition, and intentional interference with economic advantage and contractual relations under California law. The TreeHouse Amended Complaint includes claims under the Illinois Antitrust Act, Wisconsin Antitrust Act, New York Donnelly Act, and various consumer protection laws across Illinois, New York, and Wisconsin, as well as tortious interference claims under the laws of these states. The IPP Second Amended Complaint asserts violations of antitrust and unfair competition laws in twenty-one states and the District of Columbia, alongside consumer protection violations in six states. Keurig seeks to dismiss the amended complaints in their entirety under Federal Rule of Civil Procedure 12(b)(6), with oral arguments held on July 9, 2015. The background notes that Keurig manufactures and sells Single Serve Brewers and Portion Packs, introducing the K-Cup Brewer and K-Cups in 1998, which are compatible with other brands' Competitor Cups. Keurig's products are marketed for both home and commercial use.

Keurig's K-Cup Brewers exclusively use Compatible Cups, rendering Portion Packs from other Single Serve Brewers incompatible. Keurig holds a dominant market share in the U.S., controlling approximately 89% of the Single Serve Brewer market, 73% of the Portion Pack market, and 95% of the Compatible Cup market. Until 2012, Keurig's K-Cup Filter Patents limited competition, as most Compatible Cups were K-Cups. In 2010, TreeHouse entered the Compatible Cup market, initially producing Competitor Cups without filters. By August 2010, TreeHouse's subsidiary Sturm launched the first non-Keurig Compatible Cups. In 2011, Rogers introduced its OneCup format, focusing on reduced environmental impact and later launched a biodegradable Compatible Cup in 2013. Rogers' OneCup sales constitute over 40% of its business, and following the expiration of Keurig's patents in 2012, various companies began producing compatible Portion Packs. In response to increasing competition, Keurig engaged in anti-competitive practices, including filing lawsuits against competitors, implementing exclusive dealing agreements, redesigning its brewers to exclude Competitor Cups, and undermining competitors' business relations. Keurig's lawsuits against Sturm for patent and trademark infringement were largely dismissed by the District Court for Delaware, leading to an appeal.

The Federal Circuit upheld the District Court's decision, finding that Keurig sought to circumvent patent laws by restricting the use of non-Keurig Competitor Cups, a tactic criticized by the Supreme Court. In 2011, Keurig sued Rogers shortly after Rogers began selling its Competitor Cups. The District Court ruled in May 2013 that Rogers' designs were "sufficiently distinct" and criticized Keurig for trying to enforce a post-sale restriction on the use of non-Keurig cartridges. After Keurig's appeal, the Federal Circuit confirmed the summary judgment in favor of Rogers. Keurig's claims were based on a liability theory previously dismissed by the Supreme Court, and plaintiffs argued that Keurig's patent claims lacked objective validity, imposing costs on competitors and hindering market entry.

Additionally, plaintiffs allege that Keurig has engaged in over 600 exclusive and restrictive agreements with manufacturers, distributors, and potential competitors of Compatible Cups. Keurig allegedly coerced suppliers of necessary machinery and materials, and secured long-term exclusive contracts with distributors in both the Away-From-Home and At-Home Market Segments. These actions were purportedly aimed at preventing competitors from entering or expanding in the market, further reinforced by exclusive contracts with major coffee brands that limited their ability to collaborate with Competitor Cup manufacturers. As of November 2014, Keurig acknowledged having secured the majority of previously unlicensed portion pack volume for its system.

Keurig has engaged in competitive practices that include acquisitions of rival companies and previous licensees to eliminate potential competition. The company has also utilized false and misleading advertising to promote its K-Cup Brewers and K-Cups, aiming to enhance its sales while damaging the reputations of competitors like TreeHouse and Rogers. Specifically, Keurig falsely claimed that only its K-Cups were compatible with the 2.0 Brewer, despite knowledge of competitors' Compatible Cups. The 2.0 Brewer's packaging and user manuals misleadingly state that it only works with Keurig brand cups, and the brewer itself displays warnings against using non-Keurig cups.

Keurig further disseminated misleading information regarding the quality and safety of Competitor Cups through various channels, which likely misled consumers into believing they had to purchase more expensive K-Cups. Misstatements were made about warranty implications of using unlicensed cups and compatibility issues. 

Keurig's "Project Squid" was a strategic initiative to reclaim market share lost to competitors by developing the 2.0 Brewer, designed to function exclusively with K-Cups and licensed Compatible Cups. This involved creating an "authentication" mechanism to prevent the use of competitors' products, utilizing a special ink detectable by the brewer's sensors. Despite presenting the 2.0 Brewer as a consumer-friendly closed system, competitors have managed to reverse-engineer compatible Portion Packs, undermining Keurig's claims and locking out competition.

Keurig's anti-competitive practices have detrimentally affected competition in both the Portion Pack Market and the Compatible Cup Market, harming manufacturers like Rogers and TreeHouse, potential market entrants, distributors, retailers, and consumers. Keurig sells its K-Cup Brewers at or below cost to establish a loyal customer base while charging higher prices for K-Cups, leading to supra-competitive pricing for consumers. Direct purchasers, specifically DPPs, have been overcharged, which is then passed on to indirect purchasers (IPPs), the end consumers. The distribution of K-Cups is straightforward, allowing for clear tracing of overcharges through the supply chain.

In terms of procedural history, TreeHouse initiated litigation against Keurig on February 11, 2014, followed by Rogers on March 13, 2014, as part of a wider wave of similar lawsuits filed in early 2014. These actions aimed to address Keurig's alleged unlawful anti-competitive behavior related to the 2.0 Brewer. A motion was filed to centralize these cases into a multidistrict litigation (MDL), which was granted by the Judicial Panel on Multidistrict Litigation on June 3, 2014, due to the common factual questions involved. Subsequently, interim co-lead counsel for both direct and indirect purchaser classes were appointed, leading to the filing of consolidated complaints by both groups in July 2014. Rogers sought a preliminary injunction on August 11, 2014, but it was denied on September 19, 2014. Keurig subsequently filed motions to dismiss the consolidated actions on October 6, 2014.

Rogers filed its Amended Complaint on December 8, 2014, and TreeHouse on December 2, 2014. The Direct Purchaser Plaintiffs (DPPs) and Indirect Purchaser Plaintiffs (IPPs) served their complaints on November 25, 2014. Following a briefing schedule, Keurig filed motions to dismiss the complaints on February 2, 2015, addressing each plaintiff group. Subsequently, the plaintiffs filed memoranda in opposition to the motions in April 2015, with Keurig responding to these oppositions in May 2015. The parties also submitted letters regarding supplemental authority.

To survive a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), a complaint must present sufficient factual content to establish a plausible claim for relief. A claim is deemed plausible when it allows the court to reasonably infer the defendant's liability based on the alleged misconduct. The standard requires more than a mere possibility of unlawful conduct and takes into account the overall factual context, specific legal claims, and alternative explanations that could undermine the plaintiffs' inferences. While well-pleaded facts must be accepted as true, legal conclusions are not afforded the same presumption.

Antitrust claims warrant careful scrutiny at the pleading stage to avoid chilling competitive conduct, though no heightened pleading requirements exist for such cases. Courts should be cautious in dismissing claims before plaintiffs have had sufficient discovery opportunities.

Rogers, TreeHouse, the Direct Purchaser Plaintiffs (DPPs), and the Indirect Purchaser Plaintiffs (IPPs) have overlapping claims and motions to dismiss. Rogers asserts seventeen causes of action, including violations of the Sherman Act (Sections 1 and 2), the Clayton Act, federal patent law, the Lanham Act, common law tort, and California antitrust laws. TreeHouse's Amended Complaint includes twenty causes of action with similar federal claims and various state laws. The DPPs assert six claims primarily under the Sherman Act and common law unjust enrichment, while the IPPs raise eleven claims, including state antitrust and consumer protection laws and common law unjust enrichment.

Keurig seeks to dismiss all amended complaints with prejudice and challenges the standing of the DPPs and IPPs regarding their antitrust claims. The Section 2 Sherman Act claims from Rogers, TreeHouse, and the DPPs include monopolization, exclusive dealing, monopoly leveraging, and attempted monopolization. The IPPs seek injunctive relief only for monopolization and attempted monopolization. Additional claims from Rogers and TreeHouse include sham litigation, tying, conspiracy to monopolize, and Rogers’ unique claim of anticompetitive product design.

To establish a Section 2 monopolization claim, a plaintiff must demonstrate possession of monopoly power in the relevant market and willful maintenance of that power. For attempted monopolization, the plaintiff must show predatory conduct with intent to monopolize and a dangerous probability of achieving monopoly power.

To plead a conspiracy to monopolize under Section 2, a plaintiff must demonstrate (1) concerted action, (2) overt acts advancing the conspiracy, and (3) specific intent to monopolize. Keurig contests the plaintiffs' standing before addressing Section 2 claims. Standing is a preliminary requirement, and a complaint lacking standing must be dismissed. Antitrust plaintiffs must establish both constitutional standing and antitrust standing. Antitrust standing requires more than showing injury linked to unlawful conduct; it necessitates meeting several criteria outlined by the Supreme Court, including the causal relationship between the violation and harm, the presence of improper motives, the nature of the injury, and the risk of duplicative recoveries.

The Second Circuit employs a two-pronged analysis for antitrust standing: first, the plaintiff must claim to have suffered antitrust injury, and second, demonstrate qualifications as an "efficient enforcer" of antitrust laws. Antitrust injury must be of the type the laws aim to prevent and arise from the defendants' unlawful actions. The court uses a three-step analysis to assess if antitrust injury is plausibly alleged, requiring identification of the anticompetitive practice, the actual injury, and a comparison of the alleged injury with the anticompetitive effects. Additionally, to be an "efficient enforcer," a plaintiff must show various factors including the directness of injury and the existence of a motivated class to uphold public interest in antitrust enforcement.

Plaintiffs seeking either monetary or injunctive relief must establish antitrust standing. The application of "efficient enforcer" factors varies depending on the case's specifics, particularly for injunctive relief, where concerns about multiple lawsuits and duplicative recoveries are less relevant. While these factors are designed to prevent excessive claims for treble damages by those only tangentially affected by antitrust violations, they do not apply in the same way to injunctive relief, since one injunction suffices regardless of the number of plaintiffs. However, the underlying principles of these factors still influence the analysis, particularly regarding the complexity of damages and the adequacy of relief sought by other parties.

In cases where plaintiffs pursue only injunctive relief, courts should consider the manageability of litigation and the potential for overlapping claims that may not provide additional benefits. In the context of direct purchasers (DPPs) alleging harm from Keurig’s anticompetitive practices, the DPPs assert they suffered injuries from paying inflated prices due to these practices, which aligns with the objectives of antitrust laws. Despite the focus of Keurig's conduct on its competitors, the DPPs' claims of overcharges are closely linked to the anti-competitive effects of Keurig's actions, establishing their antitrust injury. Each "efficient enforcer" factor supports the DPPs' standing, although Keurig contests the directness of their injury based on specific allegations targeting its competitors.

Keurig misinterprets the allegations concerning the DPPs' harm, which is the payment of supra-competitive prices for K-Cups due to Keurig's anticompetitive conduct, preventing competitive market entry and lower prices. The DPPs' injury parallels that of direct purchaser plaintiffs in the DDAVP case, where the Second Circuit concluded that harm to competitors does not absolve the defendants from liability for higher prices charged to plaintiffs. The direct injury from supra-competitive pricing establishes the DPPs' antitrust standing.

Keurig claims that competitors TreeHouse and Rogers are more motivated to enforce antitrust laws than the DPPs, suggesting the latter should not have standing. However, legal precedent indicates that standing is not contingent on which plaintiff is more motivated; the relevant consideration is whether the plaintiffs have a natural economic interest in enforcing antitrust laws. The DPPs have a significant incentive to seek lower prices, supporting their standing.

Keurig further contends the DPPs' alleged injuries are speculative and difficult to quantify, arguing this undermines their standing. However, the overpayment for K-Cups is not speculative, and while there may be some overlap between the lost profits sought by competitors and the overcharges claimed by the DPPs, these are conceptually distinct and can be apportioned to avoid duplication.

Ultimately, all four factors used to assess efficient enforcers support the DPPs' antitrust standing. Furthermore, even though the IPPs are pursuing only injunctive relief, they too must demonstrate antitrust standing to proceed with their claim.

Private antitrust plaintiffs must demonstrate antitrust standing for both monetary and injunctive relief. The Intermediate Purchaser Plaintiffs (IPPs) do not qualify as efficient enforcers and therefore lack this standing. Their injury is indirect, as they claim to have been overcharged through one or two intermediaries rather than directly by Keurig. The Supreme Court has warned against using pass-on theories to establish standing due to the complexities involved in tracing overcharges, a concern that is equally relevant for injunctive actions. Furthermore, stronger enforcers, specifically the Direct Purchaser Plaintiffs (DPPs), are already pursuing overlapping injunctive relief, which diminishes the need for the IPPs to act as private attorneys general. Additionally, the IPPs' claimed injuries are speculative and inadequately detailed regarding the distribution chain, failing to clarify the roles of intermediaries and the extent to which overcharges were passed on. This lack of specificity further undermines their standing. Overall, the IPPs' allegations do not meet the necessary criteria for establishing antitrust standing.

Independent Plaintiffs (IPPs) assert they purchased the same product as offered by Keurig, albeit indirectly. They acknowledge that while the product remained unchanged throughout distribution, other independent factors—such as transportation, handling, and storage costs—could have influenced their alleged damages, rather than overcharges from Keurig. The IPPs' vague claim regarding the simplicity of the distribution channel does not alleviate the speculative nature of their harm and fails to provide detailed insights into the distribution process, despite having opportunities to do so. Although the challenge of apportioning damages does not impede antitrust standing for injunctive relief, the IPPs' requests largely mirror those of Direct Purchaser Plaintiffs (DPPs), which exacerbates manageability issues without offering distinct advantages. Consequently, the court dismisses the IPPs' federal antitrust claims while acknowledging that the DPPs have sufficiently established antitrust standing. 

In addressing the monopoly power under Section 2 of antitrust law, plaintiffs must define a relevant product market to assess the anti-competitive impacts of the defendant's actions. Monopoly power entails the ability to control prices or exclude competition and can be demonstrated through direct allegations or inferred from market share. A well-defined market is crucial to measure the defendant's competitive influence. Keurig contests the Section 2 claims of Rogers, TreeHouse, and the DPPs, arguing they failed to establish monopoly power within a properly defined market. The plaintiffs identify two relevant markets: the Single Serve Brewer Market and the Compatible Cup Market.

Competitor Plaintiffs assert that the Portion Pack Market constitutes a relevant product market in addition to the Single Serve Brewers Market. Keurig challenges the definition of the Single Serve Brewers Market as presented by Rogers, claiming it lacks clarity regarding the term "pressurized" and contends that Rogers is manipulating the market definition for litigation advantage. However, Rogers counters that Keurig itself uses similar definitions in its licensing agreements, which outline the characteristics of "competing systems" as including a brewing chamber designed for piercing and a pressurized brewing process under 30 psi. Furthermore, Keurig distinguishes its products from hopper-based and espresso pod-based systems, supporting Rogers' market definition.

Keurig also disputes the pricing allegations, suggesting that selling below cost indicates competition rather than monopolization. It fails to provide case law demonstrating that a monopolist pricing at or below cost would negate Section 2 claims. The excerpt references a precedent where the court indicates that the disparity between price and marginal cost reflects monopoly power, noting that high prices can attract new competitors. It is highlighted that a monopolist might price below cost for the tying product to extract monopoly surplus from a tied product, emphasizing that not using monopoly power to charge above competitive prices does not exempt a firm from liability under antitrust laws. The text cites multiple cases and legal principles to reinforce these points.

Keurig's business strategy relies heavily on its monopoly in the Single-Serve Brewer market, which it uses to limit competition and generate substantial profits from K-Cups sold in the Compatible Cup Market. The argument that pricing Single Serve Brewers at or below cost indicates a broader market definition is rejected; it does not negate Keurig's monopoly power in the defined market. The Direct Purchaser Plaintiffs (DPPs) assert that the Single Serve Brewer market is distinct from traditional coffee due to its convenience and efficiency, countering Keurig’s claim that process differences do not imply non-competition. The DPPs provide factual distinctions demonstrating that traditional drip coffee machines and Single Serve Brewers are not interchangeable. Legal precedents emphasize that consumer perception and functionality are vital in market analysis, particularly concerning the cross-elasticity of demand, which is a complex, fact-intensive evaluation. 

Plaintiffs present data indicating that Keurig retains significant market control, with allegations stating it holds approximately 89-93% of the Single Serve Brewer market, supporting claims of substantial monopoly power according to established legal standards. Additionally, the Competitor Plaintiffs allege that Keurig has used its monopoly to suppress competition within the Single Serve Brewer market. Keurig also contests the claims regarding its monopoly in the Compatible Cup and Portion Pack Markets. Specifically, it is noted that as of November 2014, Keurig allegedly controlled about 95% of the Compatible Cup Market and approximately 73% of the Portion Pack Market, which includes products that are not compatible with K-Cup Brewers.

TreeHouse claims that Keurig dominated the Compatible Cup Market in 2014 with an 86% share, which has since increased to approximately 95% following actions to reclaim market share lost to competitors. They assert that Keurig also holds over 73% of the Portion Pack Market and exercises monopoly power in both markets. The Direct Purchaser Plaintiffs (DPPs) support these allegations, stating that Keurig's market share has grown due to anticompetitive conduct. Keurig contends that both markets are "aftermarkets" related to Single Serve Brewers, arguing that mere market share data is insufficient to prove monopoly power. Keurig cites a precedent (Xerox III), which indicates that for a nonmonopolist to be deemed monopolistic in an aftermarket, plaintiffs must demonstrate customer lock-in and exploitation due to high aftermarket prices or price changes. However, the plaintiffs assert that the Single Serve Brewer Market is not competitive, challenging the applicability of the Xerox III standard. 

The document outlines the legal framework for monopolization claims, noting that a plaintiff must show willful acquisition or maintenance of monopoly power rather than growth from superior products or business practices. It specifies that a monopolist's conduct violates Section 2 by impairing rivals' opportunities without furthering competition on the merits. The plaintiffs, including Rogers, allege that Keurig has engaged in anticompetitive practices, such as coercing distributors and retailers into exclusive agreements that hinder market entry and competition in the Portion Pack and Compatible Cup Markets.

Conspiring with competitor roasters and coffee brands, the allegations include entering into anticompetitive agreements to exclude competitors, restrain competition, allocate markets, and limit output. Additional claims involve filing baseless lawsuits against manufacturers of Competitor Cups, tying K-Cup purchases to K-Cup Brewers to limit competition, and damaging Rogers’ business by spreading false information about its products. Keurig is accused of threatening competition through technology that excludes rivals from the Compatible Cup Market, raising competitors' costs via restrictive licensing agreements, and making false representations regarding the compatibility and quality of competing products. Both TreeHouse and the DPPs have made similar allegations, with any differences deemed immaterial. 

Keurig contends that the product design claims do not demonstrate anticompetitive conduct, asserting that firms can market their products as they choose unless they coerce consumers into purchases. Keurig argues that because K-Cups compatible with older brewers are still available, no coercion exists regarding the 2.0 Brewer, which is designed to exclude Competitor Cups. TreeHouse alleges that the 2.0 Brewer was introduced to maintain monopoly power at consumer expense. Keurig maintains that it was not obligated to disclose its product design to competitors for reverse engineering and emphasizes that monopolists can compete aggressively through innovation, as permitted by antitrust laws.

Courts generally approach claims of competition harm due to product design changes by dominant firms with skepticism, as illustrated in United States v. Microsoft Corp. However, such changes can still face antitrust scrutiny if they are deemed unlawful under Section 2 of the Sherman Act. The Second Circuit emphasizes that the violation often stems not from the product itself but from associated conduct that coerces consumers and impedes competition, as established in Berkey Photo. In the current context, if the plaintiffs had only claimed anticompetitive product design, their claims would likely fail against Keurig's motion to dismiss. However, their amended complaints include allegations of associated conduct such as exclusive dealing, tying agreements, and product disparagement, which collectively coerce customers into choosing K-Cups over competitors.

Moreover, the plaintiffs assert that Keurig's motives in redesigning its brewers were aimed at locking out competitors, supported by specific allegations from Rogers, TreeHouse, and the DPPs regarding the intent behind the 2.0 Brewer's design. The Supreme Court's stance on the relevance of intent in determining whether conduct is exclusionary or anticompetitive is also highlighted. Ultimately, the plaintiffs argue that the innovations were not consumer-focused but intended to harm competition in the market for compatible cups, thereby supporting their monopolization claims under Section 2. The document also touches on claims regarding the Patent Litigation, asserting that a lawsuit can be deemed an antitrust violation if it is both objectively and subjectively a sham.

A lawsuit is deemed objectively baseless if no reasonable litigant could expect success on its merits, with courts also examining if the lawsuit conceals an attempt to interfere with a competitor's business relationships (Prof'l Real Estate Inv'rs, Inc. v. Columbia Pictures Indus. Inc.). Keurig contends that the Plaintiffs have not demonstrated objective or subjective baselessness or antitrust injury stemming from the Patent Litigation. The Competitor Plaintiffs allege that the Patent Litigation was objectively baseless, asserting that Keurig initiated lawsuits against Sturm and Rogers despite knowing it could not prove infringement due to patent exhaustion. The Competitive Cups did not infringe Keurig's patents because they lacked a filter, yet Keurig pursued the lawsuits to restrict their market presence. The Plaintiffs argue that Keurig's claims were fundamentally unreasonable, supported by detailed accounts of the deficiencies in the patent suits, such as Keurig's failure to assert relevant patents covering K-Cups. Furthermore, the Plaintiffs' lack of a motion to dismiss and the Federal Circuit's hearing on the appeal do not negate the sham litigation claim. Additionally, the Competitor Plaintiffs allege that Keurig's intention behind the Patent Litigation was to disrupt their business activities, compelling them to divert resources from competing effectively and incurring substantial legal costs, thereby undermining their market competitiveness.

Keurig is accused of initiating lawsuits against competitors Rogers and Sturm Foods to undermine their market competitiveness in the Compatible Portion Packs sector. The intention behind these actions was to create confusion among customers regarding the viability of Rogers' and Sturm's products and to delay their business growth. TreeHouse similarly claims that the Patent Litigation was aimed at disrupting its competition in the Compatible Cup Market, intimidating new market entrants, increasing rivals' costs, damaging its reputation, and creating uncertainty about the legality of its products. Both the Competitor Plaintiffs and the Direct Purchaser Plaintiffs (DPPs) assert that these lawsuits are objectively baseless and directly interfere with their business operations, referencing judicial opinions that suggest Keurig misused patent law to control the market. 

Keurig challenges the allegations of antitrust injury on the grounds that the plaintiffs did not adequately demonstrate harm. However, Rogers reports incurring around $2 million in legal costs defending against what they allege are baseless claims, while TreeHouse states that it faced three years of litigation costs instead of investing those resources into competition. The costs associated with defending against such sham litigation are recognized as a form of antitrust injury. The DPPs maintain that Keurig's lawsuits were intended to interfere with competitive market activities. Keurig also disputes the Competitor Plaintiffs' claim of patent misuse, arguing that it requires an affirmative enforcement action and contending that the resolution of the Patent Litigation eliminates any live controversy.

TreeHouse has not claimed any attempted patent use or threats of litigation regarding the 2.0 Brewer. Patent misuse involves a patentee's actions that impact competition in unpatented goods or extend the patent's economic effects beyond its scope. It is designed to combat practices that, while not illegal, draw anticompetitive strength from patent rights, often aligning with antitrust law violations. The critical question is whether a patentee has improperly broadened the scope of their patent through post-sale conditions that have anticompetitive effects. 

Competitor Plaintiffs allege that Keurig has tried to extend its K-Cup Brewer patent protections by preventing Single Serve Brewer purchasers from using competing products, thus engaging in patent misuse via tying unpatented products (K-Cups) to patented ones (Single Serve Brewers). They assert that Keurig holds monopoly power in the Single Serve Brewer market. This claim, alongside allegations of sham litigation, is sufficient to deny Keurig's motions to dismiss.

Regarding exclusive dealing claims, Keurig contends these fail due to a lack of alleged substantial foreclosure necessary for a Section 2 antitrust claim. To establish such a claim, plaintiffs must demonstrate significant competitive foreclosure in the relevant market. The Direct Purchaser Plaintiffs (DPPs) identify two relevant markets: the Single Serve Brewer Market and the Compatible Cup Market. The Competitor Plaintiffs also recognize these markets and propose a third, the Portion Pack Market. They assert that Keurig's exclusive agreements with distributors restrict access to approximately 80% of the Compatible Cup Market for Away-From-Home customers and impose restrictions on retailers from marketing Competitor Cups in the At-Home Market. Additionally, Keurig's agreements with brands and roasters limit their ability to sell or produce Competitor Cups.

TreeHouse claims that Keurig has engaged in restrictive, anticompetitive agreements throughout the distribution system for Compatible Cups, which hinder competitors' access to essential resources. The Direct Purchaser Plaintiffs (DPPs) allege that Keurig holds a dominant share of 88% in the Single Serve Brewer market and 95% in the Compatible Cup market, with a historical low of 86% in the latter. In response to market share losses to competitors, Keurig allegedly intensified its exclusionary practices, allowing it to regain control of approximately 95% of the Compatible Cup market. Despite these allegations, Keurig points out that competitors, including TreeHouse, have continued to sell Competitor Cups and, in some cases, increased their sales, arguing that courts do not typically find foreclosure in such circumstances. However, the plaintiffs contend that Keurig's contracts have significantly restricted competition, leading to reduced sales and profits for competitors while increasing Keurig's profits and causing DPPs to pay higher prices for K-Cups. The plaintiffs also assert that the legal standard for substantial foreclosure does not require complete market exclusion, emphasizing that the focus is on whether practices significantly hinder a number of rivals or restrict market competition.

Strategically planned exclusive-dealing contracts may hinder a rival's growth by forcing it to seek alternative and potentially inferior or more costly distribution channels. This delay in expansion can harm consumers. In the case of ZF Meritor, LLC v. Eaton Corp., the court noted that allegations of substantial market foreclosure by the Competitor Plaintiffs and Direct Purchaser Plaintiffs (DPPs) are sufficient to advance their antitrust claims, despite any claims of business growth or continued consumer access by competitors. The extent of competitor exclusion is determined by factual circumstances and not suitable for dismissal at this stage. 

Keurig challenges the allegations of substantial foreclosure related to its exclusive licensing agreements with brand owners, arguing that plaintiffs must specify both the partners allegedly "locked up" and the total available partners to prove substantial foreclosure. However, the cited case (Wellnx Life Scis. Inc. v. Iovate Health Scis. Research, Inc.) does not support this requirement; it emphasizes that specific numerical pleading isn't necessary for a plaintiff to survive a motion to dismiss a Section 2 claim. Other cases cited illustrate that allegations of exclusion from a significant market are adequate for establishing substantial foreclosure without needing exact percentages or numerical specifics at the pre-discovery stage.

Keurig asserts that competitors can collaborate with various other brands and that Rogers, TreeHouse, and the Direct Purchaser Plaintiffs (DPPs) acknowledge that access to an established brand is not essential for business success. Keurig points out that there are no claims indicating competitors are barred from working with its partners, like Kroger or BJ's, who previously contracted with Rogers, or with Starbucks and Wolfgang Puck, where TreeHouse sought deals. The plaintiffs' loss of business due to competition does not concern antitrust laws, which only protect against profit losses stemming from illegal practices. Allegations have been made that Keurig engaged in anticompetitive actions that disrupt a healthy market.

Keurig contends that TreeHouse and the DPPs incorrectly restrict their allegations to domestic suppliers. However, TreeHouse and the DPPs have effectively demonstrated a national market, as consumers rely on local sources for products and domestic relationships are essential for competition. TreeHouse claims that relying on foreign suppliers for machinery significantly increases costs, hindering fair competition.

Lastly, Keurig challenges the exclusive dealing claims by stating that TreeHouse and others cannot expect to benefit from Keurig's investments and developments without incurring their own costs. Keurig maintains its right to limit how competitors might benefit from its resources without harming overall competition.

Keurig is accused of unlawfully restricting competitors by blocking access to inputs and distribution networks rather than protecting its investments. TreeHouse and the DPPs claim Keurig's exclusive dealing agreements hinder competitors' access to essential resources, constituting anticompetitive behavior. Specifically, Keurig prevents machinery manufacturers from selling to its competitors for the production of Compatible Cups while allowing sales for other uses, undermining any claimed procompetitive justification.

Keurig's arguments regarding the context of competition versus exclusionary conduct are deemed premature; the distinction requires a nuanced analysis that cannot be resolved at the motion to dismiss stage. The court emphasizes that plaintiffs must provide plausible allegations demonstrating anticompetitive effects, after which the defendant may present evidence of procompetitive benefits.

Keurig also disputes claims of substantial foreclosure in distribution, asserting that competitors can utilize alternative channels to reach consumers, which it argues negates the substantial foreclosure claim. However, the legal standard does not merely focus on the existence of alternatives but on whether those alternatives effectively facilitate competition and pose a significant threat to Keurig's market dominance. Foreclosure can be established even within a specific market segment, as demonstrated in past rulings, reinforcing that the effect on competition is paramount to the analysis.

Section 2 is found to be violated due to significant foreclosure of competition in a primary distribution channel, as alleged by Rogers and TreeHouse, who assert that there are no alternative viable distribution methods outside those blocked by Keurig. The DPPs echo these concerns, claiming consumers and commercial clients are either hindered or completely blocked from accessing products offered by competitor Compatible Cup manufacturers. 

Keurig challenges claims of substantial foreclosure related to retailers, arguing that allegations of exclusive agreements with only two retailers are inadequate for establishing substantial foreclosure. Additionally, Keurig contends that the DPPs fail to demonstrate the extent of alleged exclusion since competitors could still reach consumers. However, legal precedent supports that allegations of foreclosure from just two retailers can suffice, depending on the specific facts, and precise mathematical details are not necessary at the pleading stage.

Keurig's final challenge pertains to allegations of misleading marketing as a violation of Section 2. For monopolization claims based on deceptive advertising, plaintiffs must overcome a presumption of minimal competitive impact. However, courts acknowledge that false or misleading advertising can serve as a basis for antitrust claims. The Second Circuit outlines several factors to assess whether a plaintiff has successfully challenged the presumption of de minimis effect, including the clarity of falsity, materiality, likelihood to induce reliance, buyer knowledge, duration of the statements, and resistance to neutralization by competitors.

The Second Circuit's ruling in Ayerst allows a claim alleging that a representation was "false and misleading in certain respects" to proceed to discovery, essential for substantiating whether the representation was indeed false, material, and likely to induce reliance. Keurig's objections to the Competitor Plaintiffs' allegations, including the assertion that certain statements were not subject to neutralization and that retailers have adequate knowledge, are deemed inappropriate for resolution at this stage, as they are better suited for summary judgment after discovery clarifies the statements' truthfulness and dissemination context. The Competitor Plaintiffs and Direct Purchaser Plaintiffs (DPPs) have adequately claimed that Keurig made misleading statements harming competitors, warranting discovery to support their disparagement claims.

Under the Sherman Act Section 1, a plaintiff must show a combination or concerted action among distinct economic entities, then demonstrate that the agreement constituted an unreasonable restraint of trade, either per se or under the rule of reason. Additionally, a plaintiff must establish antitrust injury to recover for losses stemming from the defendant's competition-reducing behavior. Illegal per se conduct is limited to actions that are obviously harmful to competition, while most antitrust claims are evaluated under the rule of reason, considering the nature, history, and effects of the restraint. Independent decisions that do not violate antitrust principles are permissible.

To establish a conspiracy under Section 1, proof of joint or concerted action is necessary, demonstrating a unity of purpose or common design among the parties involved. Since conspiracies often develop in secret, evidence typically relies on inferences drawn from the behavior of the alleged conspirators rather than explicit agreements. Antitrust plaintiffs must provide direct or circumstantial evidence indicating a conscious commitment to a common scheme with an unlawful goal. At the pleading stage, a conspiracy complaint must present sufficient factual matter to suggest that an agreement was made; however, it does not need to meet a probability threshold, allowing claims to survive dismissal even if recovery seems unlikely. The plausibility standard permits multiple interpretations of a set of actions, leaving the decision among plausible scenarios to the factfinder. A complaint should raise a reasonable expectation that discovery will uncover evidence of an illegal agreement. Antitrust law differentiates between vertical and horizontal price restraints, with horizontal restraints arising from agreements among competitors and vertical restraints involving agreements between firms at different distribution levels. Courts acknowledge 'hub-and-spoke' conspiracies where a central entity (the 'hub') coordinates agreements among competitors (the 'spokes'), comprising both vertical agreements with the hub and horizontal agreements among the spokes to comply with the hub's terms.

The hub-and-spoke theory under Section 1 requires both vertical agreements between a hub and each spoke and a horizontal agreement among the spokes. Existing case law, including In re Zinc Antitrust Litig. and United States v. Apple, supports this view. The Competitor Plaintiffs accuse Keurig of violating Section 1 through exclusive dealing, tying arrangements, conspiracy to monopolize, and concerted refusals to deal, alleging that Keurig engaged in horizontal and hub-and-spoke conspiracies to suppress competition against coffee brands, distributors, and retailers. In response, Keurig contends that the Plaintiffs have not provided sufficient facts to substantiate the existence of unlawful horizontal agreements or any agreement among the spokes in the alleged conspiracy, asserting that the agreements in question are vertical and not anticompetitive. The Supreme Court has established that parties can be considered horizontal competitors regardless of their current market competition status. Rogers alleges that Keurig's anticompetitive agreements have stifled competition from major roasters and brands. An example cited is the 2013 Noncompetition Agreement between Green Mountain Coffee Roasters and Global Baristas, which prohibits competition in the coffee business for five years, deemed excessive and unnecessary for achieving any procompetitive effects. This agreement has allegedly allowed Keurig to eliminate competition in the Single Serve Brewer Market. Additionally, TreeHouse claims that Keurig, as a roaster, would be a direct competitor to other brands were it not for its Non-Competition agreements, which prevent licensed roasters from selling to competing cup manufacturers.

Keurig is accused of engaging in an unlawful scheme to restrict competition in the Compatible Cup Market by entering into agreements with its licensees that inhibit Competitive Cup makers. These agreements allegedly require manufacturers to obtain a license and relinquish control over pricing and production, thereby enabling Keurig to elevate prices. Keurig counters these allegations by referencing case law that categorizes supply agreements as vertical agreements, not horizontal ones, which typically do not raise antitrust concerns. However, the Competitor Plaintiffs argue that Keurig's agreements with licensees directly inhibit competition in both the Compatible Cup and Single Serve Brewer Markets, differentiating this situation from precedent cases like Toshiba, where competitive dynamics were not relevant to the claims.

Additionally, Keurig challenges allegations of a hub-and-spoke conspiracy, asserting that the Competitor Plaintiffs have not demonstrated an agreement among the "spokes." The plaintiffs counter this by alleging that a network of exclusionary agreements exists, orchestrated by Keurig, wherein brands knowingly engage in anticompetitive practices. The allegations suggest that these agreements are widely recognized in the market, indicating that the companies involved were aware of their competitors' similar arrangements. This collective knowledge and the nature of Keurig's agreements support claims of horizontal agreements in restraint of trade.

Co-conspirators have engaged in multi-year exclusionary agreements that limit distributors and resellers to specific authorized locations, thereby hindering Competitor Cup manufacturers' ability to form their own agreements and restricting price competition in K-Cup sales. TreeHouse argues that these agreements are a result of a conspiracy to maintain supra-competitive prices by preventing competition from increasing product output and sales revenue. The Competitor Plaintiffs have presented sufficient allegations to suggest a conspiracy exists, as supported by judicial precedent indicating that behavior contrary to a defendant's self-interest, in the absence of rival collaboration, can imply conspiracy.

At the pleading stage, plaintiffs are not required to demonstrate that their claims are more likely true than independent actions, but must present enough facts to warrant further discovery into potential illegal agreements. Additionally, the document discusses the legal framework surrounding concerted refusals to deal or group boycotts, which are viewed as per se violations of Section 1 of the Sherman Act due to their potential to restrict competition without justifying efficiency gains. Specific allegations include Keurig's collaboration with other coffee brands to refuse dealings with Competitor Cup manufacturers and coercing distributors and retailers into similar non-cooperation agreements. Both Rogers and TreeHouse present claims of vertical group boycotts that violate Section 1, with TreeHouse detailing agreements that bind distributors to refuse dealings with Competitor Cup makers. These allegations collectively support claims of both conspiracy to restrain trade and group boycott violations.

TreeHouse's allegations regarding vertical agreements involving licensees, distributors, or manufacturers with Keurig are sufficient to support claims of vertical group boycott under Section 1 of antitrust law, leading to the denial of Keurig's motion to dismiss these claims. Regarding the Lanham Act's false advertising provisions, Section 43(a)(1) prohibits any false or misleading representations about goods or services in commercial advertising. To succeed in a false-advertising claim, a plaintiff must demonstrate that the advertisement is either literally false or likely to mislead consumers, along with a misrepresentation of a product's inherent qualities. Keurig contends that Rogers' claims involve non-actionable subjective statements, but the complaints detail numerous specific misrepresentations across various advertising platforms. The court notes that the Lanham Act covers more than outright falsehoods, including misleading implications and ambiguity in advertisements, countering Keurig's assertions that such statements are mere suggestions or puffery.

The TreeHouse Amended Complaint claims consumers were misled regarding the necessity of using Keurig brand cups over Competitor Cups, which Keurig allegedly labeled as inferior. These mischaracterizations extend beyond mere qualifiers and enter the realm of factual statements, as established in Pizza Hut, Inc. v. Papa John's Int'l, Inc. The context of the statements is critical, and allegations of false or misleading representations suffice to proceed beyond a motion to dismiss, as supported by Ayerst. 

Keurig contends that its communications with consumers who complained about the 2.0 Brewer are not classified as "advertising" and thus do not satisfy the dissemination requirement. Similarly, Keurig argues that warranty messages displayed on the 2.0 Brewer cannot be deemed advertising since they were directed at consumers who had already purchased the product, referencing Fashion Boutique of Short Hills, Inc. v. Fendi USA, Inc.

The Second Circuit's three-part test for determining if statements fall under the Lanham Act includes criteria that the speech must be commercial, aimed at influencing consumer purchases, and sufficiently disseminated to the relevant public. The Competitor Plaintiffs' claims meet this standard, alleging that Keurig's statements were intended to deter the use of Competitor Cups by suggesting such use could void warranties, despite Keurig honoring warranties under those circumstances. Keurig has not cited any legal precedent to exempt warranty policies from the Lanham Act's scope, and the Act does not explicitly define what constitutes "commercial advertising or promotion." Additionally, several of Keurig’s statements were made publicly via platforms like Facebook and Amazon.com, reinforcing their relevance.

Consumers contemplating the purchase of brewers, as well as those who already own them, had access to the statements made by the manufacturer, distinguishing these communications from direct inquiries about products. Such statements are intended for a broader audience to influence purchasing decisions. Keurig disputes Rogers' claims of false or misleading statements directed at retailers, asserting that Rogers lacks standing because it has not demonstrated how these statements caused harm or pled materiality. However, Rogers has adequately alleged that Keurig's misrepresentations regarding the 2.0 Brewer's simplicity caused business losses with companies like Costco, thereby establishing standing and allowing the claims to proceed, as supported by Lexmark Int'l. Inc. v. Static Control Components, Inc.

Rogers asserts violations of three California statutes: the Cartwright Act, the Unfair Competition Law, and the False Advertising Law, alongside claims for tortious interference and common law unfair competition. Under the Cartwright Act, Rogers claims Keurig engaged in anti-competitive behavior, requiring proof of an agreement that constitutes an unreasonable trade restraint affecting interstate commerce. Since Rogers sufficiently pled violations of the Sherman Act, the Cartwright Act claim remains viable. Additionally, under California’s Unfair Competition Law, which prohibits unlawful, unfair, or fraudulent business practices, Rogers alleges violations by Keurig.

A plaintiff must demonstrate a loss of money or property, qualifying as economic injury, and that this injury resulted from an unfair business practice to establish a claim under the Unfair Competition Law (UCL). The UCL allows violations of other laws to be independently actionable as unfair competitive practices. Courts have permitted UCL claims based on antitrust violations. In this case, because the underlying Sherman Act and Lanham Act claims are viable, the UCL claim also stands. 

Rogers alleges violations of California’s False Advertising Law, which prohibits misleading advertisements. Keurig argues that Rogers' claim fails due to the failure of the Lanham Act claim. However, since the Lanham Act claim is adequately pled, the False Advertising Law claim survives.

For a tortious interference with contractual relations claim under California law, a plaintiff must show: (1) a valid contract with a third party, (2) the defendant's knowledge of this contract, (3) intentional acts to induce a breach, (4) actual breach or disruption, and (5) resulting damage. Rogers claims Keurig's actions support this allegation, while Keurig contends that Rogers did not specify the affected contractual relationship. Rogers argues that California law does not require identification of specific contracts in pleadings. Intent to interfere can be inferred if a defendant is aware of the existence of contracts, even if they do not know the specific parties involved. Rogers alleges that Keurig’s actions led to Kroger canceling its private label program with Rogers and that other customers also terminated their contracts.

Keurig is accused of intentionally interfering with competitors to monopolize the Compatible Cup Market, which supports Rogers' claim for tortious interference under California law. Keurig does not contest the elements of Rogers' intentional interference with prospective economic advantage claim, but asserts a "competitor's privilege" for dismissal. Citing *Orion Tire Corp. v. Gen. Tire, Inc.*, Keurig argues that competitors have a broad privilege to divert relationships; however, this privilege does not apply if the plaintiff alleges fraudulent or unlawful means. Rogers has plausibly claimed that Keurig engaged in anticompetitive conduct to disrupt his potential customer relationships, allowing this claim to proceed.

TreeHouse's Amended Complaint includes claims under Illinois, Wisconsin, and New York antitrust laws, as well as false advertising laws from Illinois and New York, and unfair competition laws from Illinois and Wisconsin. Each state’s antitrust statutes align with Sherman Act standards, and since TreeHouse's Sherman Act claims survive, so do the corresponding state claims. The Illinois and New York false advertising claims also survive under the same standards as the Lanham Act, which Keurig concedes applies. TreeHouse's unfair competition claim under Illinois law survives because Keurig did not challenge it, and the Wisconsin claim survives if the complaint alleges conduct that is actionable under another statute or common law.

TreeHouse has sufficiently alleged violations of statutes and common law, allowing its claims to proceed. Specifically, it claims negligent and intentional interference with business relations under New York law, which requires proving that the defendant interfered with existing business relations for the purpose of harming the plaintiff or through dishonest means. TreeHouse's valid antitrust claims establish the unlawful purpose needed for tortious interference. Keurig contends that its actions were in line with normal economic self-interest; however, TreeHouse's allegations counter this, maintaining that valid claims for conspiracy to restrain trade exist, thereby allowing its claims for interference to stand.

Regarding tortious interference with contract claims under New York, Illinois, and Wisconsin law, TreeHouse must demonstrate the existence of a valid contract, Keurig's knowledge of it, intentional procurement of breach, actual breach, and resulting damages. Keurig challenges TreeHouse's claims by asserting that it only references one contract and fails to show Keurig's knowledge of it. Additionally, Keurig argues that statements made prior to the contract's termination were not the cause of that termination. Nonetheless, TreeHouse's allegations meet the necessary legal standards for proceeding with its claims.

TreeHouse claims it entered a Co-Manufacturing Supply Agreement with Unilever on August 13, 2012, which Unilever terminated on December 27, 2012. Following this, in March 2013, Unilever announced a licensing agreement with Keurig, which TreeHouse alleges interfered with its co-manufacturing agreement with Sturm. TreeHouse contends that this interference stemmed from misleading statements by Keurig regarding the 2.0 K-Cup Brewers and threats about warranty voiding, constituting tortious interference with contract. This claim is upheld as it pertains solely to the Sturm contract.

Regarding the tortious interference claim under Illinois law, Keurig argues that competition serves as a complete defense. However, because TreeHouse has alleged anti-competitive conduct, this defense does not apply, allowing the claim to proceed. 

Additionally, the Direct Purchaser Plaintiffs (DPPs) assert unjust enrichment claims against Keurig, alleging it would be inequitable for Keurig to retain overcharges from alleged unfair practices. Keurig challenges these claims citing a lack of specific state linkage, dependence on unsuccessful antitrust claims, and the DPPs’ lack of standing in states where they neither reside nor purchased K-Cups. The DPPs have indeed cited unjust enrichment laws from D.C. and all fifty states, and since Keurig did not provide a state-by-state analysis of these laws, the court declines to assess their viability at this stage.

DPPs' antitrust claims are deemed sufficient, although named plaintiffs generally lack standing for claims in states where they do not reside. Courts often defer the standing issue until class certification is resolved, focusing on whether the named plaintiffs' injuries are similar to those of the proposed class. The determination of standing related to DPPs' unjust enrichment claims will also be deferred. 

Keurig's motion to dismiss IPPs' antitrust claims under the laws of twenty-two states is based on three arguments: (1) failure to plead antitrust standing in nineteen states adhering to the AGC test, (2) inadequately pleading substantive elements of an antitrust claim across all twenty-two states, and (3) failure to establish a nexus between the defendant's conduct and intrastate commerce in five states. The court grants Keurig's motion regarding claims in Michigan, Mississippi, Nevada, New Hampshire, New Mexico, New York, and South Dakota, while claims from the other fifteen states survive. 

Keurig contends that the IPPs do not meet the AGC standing test, while the IPPs argue they have standing and that the states in question do not apply the Illinois Brick limitation on indirect purchaser claims. The court's role is to interpret and apply state law based on the state's decisions, constitutions, and statutes.

When state law is ambiguous, courts must predict how the highest court of the state would resolve the issue, weighing its rulings heavily while also considering lower court decisions. Keurig argues that the indirect purchaser plaintiffs (IPPs) lack antitrust standing under the laws of nineteen states, which utilize the Associated General Contractors (AGC) factors for determining standing. Keurig identifies fourteen states that have adopted the AGC test and cites relevant state and federal cases. For the five states that have not expressly adopted the AGC test, Keurig references statutes and case law suggesting alignment with federal antitrust principles.

Specifically, Iowa and Nebraska are highlighted as having explicit rulings from their highest courts confirming the application of the AGC factors for assessing antitrust standing. In the cases of Southard v. Visa U.S.A. Inc. (Iowa) and Kanne v. Visa U.S.A. Inc. (Nebraska), both courts dismissed the plaintiffs' claims due to lack of standing, as the claims were deemed too remote since the plaintiffs were not direct purchasers of the services provided by the defendants. The IPPs contend that these rulings should be narrowly interpreted, arguing that the AGC factors should not apply to cases involving indirect purchasers. However, the court rejects this interpretation, affirming that the principles established in Southard and Kanne remain intact and applicable.

The Southard court determined that the Comes decision only rejected the federal prohibition against claims from indirect purchasers, as established in Illinois Brick, without negating the need for assessing antitrust standing for indirect purchaser lawsuits. The court emphasized that Comes did not imply unlimited standing under Iowa's competition law. Similarly, the Kanne court indicated that while the Arthur decision addressed the applicability of the Illinois Brick bar under the Consumer Protection Act, it did not remove the distinct antitrust standing requirements that limit claims based on indirect injuries. Both Southard and Kanne confirmed that the AGC factors are the appropriate standard for assessing antitrust standing. However, it remains uncertain if the Iowa and Nebraska Supreme Courts interpret the AGC factors identically to federal courts, particularly concerning indirect purchasers. Both state courts ruled that non-purchasers lack antitrust standing without clarifying the limits for indirect purchasers, thus leaving open the possibility that the highest courts might not categorically deny standing based on AGC. 

In California, Keurig argues that the Cartwright Act necessitates the application of AGC factors, citing the 1995 Vinci case, which noted the similarities between the Cartwright Act and the Sherman Act. Vinci recognized that California courts look to federal antitrust interpretations for guidance but did not apply a detailed analysis of the AGC factors in evaluating antitrust standing. Although Vinci referenced AGC favorably, later California Supreme Court cases have raised questions about the strict applicability of AGC factors, asserting that interpretations of federal law are merely instructive rather than definitive for the Cartwright Act. This act is modeled on state statutes rather than federal ones and is characterized as having broader scope and depth than the Sherman Act.

California's antitrust law is no longer interpreted as being coextensive with the Sherman Act, as established in *Co. v. Panasonic Corp.* and *Aryeh*. The *Knevelbaard Dairies* case indicates that California provides more liberal standing for indirect purchasers under the Cartwright Act, suggesting that the AGC factors from federal law may not apply. In the District of Columbia, the D.C. Superior Court's decision in *Holder v. Archer Daniels Midland Co.* determined that indirect purchasers have standing under the D.C. Antitrust Act without applying the AGC factors, contrary to *Peterson v. Visa U.S.A. Inc.*, which Keurig cited. The Holder court emphasized that the D.C. Antitrust Act was designed to differ from federal law regarding indirect purchaser standing, therefore lacking a comparable federal statute. As for Kansas, Keurig did not provide state court cases applying the AGC factors, relying instead on federal decisions that do not convincingly establish that Kansas courts would adopt such factors. The cited cases, including *In re Dynamic Random Access Memory (DRAM) Antitrust Litig.* and *Orr v. Beamon*, fail to provide a strong basis for concluding Kansas courts would align with federal precedent regarding antitrust standing.

The Kansas Restraint of Trade Act's harmonization provision, specifically Subsection (b), aligns state law with federal antitrust interpretations by the U.S. Supreme Court. Subsection (d) clarifies that the Act does not prevent indirect purchasers from pursuing actions under related statutes. Despite the possibility that Kansas courts might interpret this provision to repeal the Illinois Brick doctrine while still applying the AGC factors, Keurig has not provided convincing arguments or authority for such an interpretation, allowing the IPPs' Kansas antitrust claim to proceed.

In Maine, Keurig refers to the Knowles case, which suggests that the Maine Law Court would apply AGC factors when assessing antitrust standing, with exceptions for any contradictions arising from Maine's Illinois Brick repeal. The Knowles court specifically indicated that the directness factor should be ignored in standing inquiries under Maine law. Given this, it is unlikely that Maine’s highest court would use AGC to deny the IPPs' antitrust standing.

For Michigan and New Mexico, Keurig cites Stark and Nass-Romero cases, which uphold that AGC factors apply to antitrust standing determinations. The IPPs have not presented opposing case law or statutes and acknowledge that New Mexico follows federal precedents in its antitrust interpretations. Consequently, it is determined that both the Michigan and New Mexico Supreme Courts would likely apply AGC factors, with no indication that their analyses would differ significantly for indirect purchasers.

The IPPs lack antitrust standing to assert federal claims, leading to the conclusion that they also lack standing under Michigan and New Mexico law. In New York, Keurig references a trial court ruling that applied the AGC factors to assess antitrust standing under the Donnelly Act, asserting that the IPPs' claim should be dismissed. The court noted that the Donnelly Act, akin to the Sherman Act, should generally align with federal precedent unless state policy or statutory differences warrant a different approach. The IPPs failed to provide New York case law supporting an alternative interpretation of the Donnelly Act regarding antitrust standing. 

In North Dakota, Keurig cited a trial court case that mentioned AGC factors without actually applying them, concluding that the plaintiffs lacked standing due to being "non-purchasers" of the services in question. This lack of rigorous application of the AGC factors prevents determining that the North Dakota Supreme Court would adopt them for assessing indirect purchaser standing.

For Oregon, Keurig pointed to a federal district court case that applied the AGC factors to Oregon antitrust claims, noting that neither party suggested the analysis should diverge from federal standards. This case supports the argument for dismissing the IPPs' claims based on antitrust standing.

The determination of which standard to apply for antitrust standing was not addressed by the parties or the court in Oregon. The Oregon antitrust statute acknowledges federal precedents as persuasive but not binding, allowing for federal court decisions to inform the interpretation of Oregon's law. Without state court guidance on the application of the AGC factors for antitrust standing, it cannot be assumed that the Oregon Supreme Court would adopt them. In South Dakota, a trial court case referenced the AGC factors in dismissing antitrust claims, emphasizing the importance of avoiding duplicative recovery, a concern also applicable in the current case. The conclusion is that the South Dakota Supreme Court would likely apply the AGC factors for antitrust standing. In Vermont, while Keurig cites a trial court decision favoring the AGC factors, it is countered by a Vermont Supreme Court ruling indicating that the Vermont Consumer Fraud Act (VCFA) does not require alignment with federal antitrust definitions, and the legislature intended for the VCFA to have broad applicability. Therefore, it is concluded that the Vermont Supreme Court would not apply the AGC factors. Lastly, in Wisconsin, Keurig refers to a trial court decision regarding antitrust standing, but the implications of that case are not elaborated upon in detail.

The Strang court's analysis of the AGC factors fails to consider the Wisconsin Court of Appeals' ruling in Obstetrical & Gynecological Associates of Neenah, S.C. v. Landig, which determined that the Wisconsin antitrust statute allows any person injured, directly or indirectly, to sue, without requiring a distinction between direct and indirect consumers. The Landig court's decision, made three years post-AGC, emphasized the statute's liberal construction aimed at promoting competition, thereby granting standing to end-consumer plaintiffs affected by secret rebates. The Strang court's omission of Landig raises doubts about the likelihood of the Wisconsin Supreme Court adopting the Strang analysis.

In other states, Keurig acknowledges that while they have not explicitly applied AGC, some have harmonization provisions for aligning state antitrust law with federal law. In Arizona, the harmonization provision permits but does not mandate the application of federal interpretations; the Arizona Supreme Court in Bunker's Glass Co. v. Pilkington PLC declined to apply AGC factors when recognizing standing for indirect purchasers. In Mississippi, the Owens Corning v. R.J. Reynolds Tobacco Co. case addressed antitrust standing without a review of AGC factors. Similarly, New Hampshire's harmonization provision allows federal guidance but the New Hampshire Supreme Court has already adopted the Illinois Brick rule, which disallows indirect purchaser suits.

The court affirmed that antitrust lawsuits should be limited to direct purchasers, agreeing with the Illinois Brick rule as interpreted under New Hampshire's antitrust statute. The indirect purchaser plaintiffs (IPPs) referenced LaChance v. U.S. Smokeless Tobacco Co. to argue for standing, but the court clarified that LaChance addressed the Consumer Protection Act, not antitrust claims, which were previously resolved in Minuteman, establishing that indirect purchasers lack standing under New Hampshire law. 

In Nevada, Keurig cited the state’s harmonization provision, which aligns state antitrust interpretations with federal law. The IPPs failed to present supporting Nevada authority, leading to the conclusion that they lack antitrust standing under Nevada law as well.

West Virginia’s harmonization provision allows for liberal interpretation in line with federal standards. However, a legislative rule issued by the West Virginia Attorney General permits indirect purchasers to sue for antitrust violations, carrying the force of law. This suggests that the West Virginia Supreme Court would either not apply the AGC factors or would apply them more leniently than federal standards.

Ultimately, the court determined that the IPPs do not have antitrust standing regarding claims under the laws of Michigan, New Mexico, New York, South Dakota, New Hampshire, and Nevada, granting Keurig's motion to dismiss those claims.

Keurig's argument regarding standing fails for the remaining sixteen states because the application of the AGC factors by those states' highest courts is not evident. The substantive challenges to state antitrust claims from states including Arizona, Iowa, Maine, Minnesota, Nebraska, North Carolina, North Dakota, Oregon, Vermont, and West Virginia fail, as Keurig's motion to dismiss federal antitrust claims is denied. Keurig claims that certain states' antitrust laws are more stringent than federal laws, justifying the dismissal of claims from California, Kansas, and Tennessee due to their laws not allowing claims based on unilateral conduct. However, the IPP Second Amended Complaint sufficiently alleges concerted conduct in these states. 

Keurig also argues that claims under the laws of the District of Columbia, Tennessee, and Wisconsin should be dismissed due to the requirement of a substantial effect on intrastate commerce. Courts in Tennessee and Wisconsin apply a "substantial effects" standard, requiring plaintiffs to demonstrate that anticompetitive conduct significantly impacts intrastate commerce. The IPPs allege that Keurig's actions had substantial effects in these states, citing internal documents showing significant shipments of brewers to distributors in Tennessee and Wisconsin, as well as numerous retail outlets selling K-Cups there. Thus, the IPPs' claims remain viable under the antitrust laws of these jurisdictions.

Allegations against Keurig suggest its anticompetitive conduct significantly impacted intrastate commerce in Tennessee and Wisconsin over a multi-year conspiracy. Keurig references a federal ruling from the District of Maryland, arguing that the IPPs (Indirect Purchaser Plaintiffs) did not sufficiently demonstrate a "substantial effect on intrastate commerce" in the District of Columbia. However, the cited case, *Sun Dun, Inc. of Wash. v. Coca-Cola Co.*, does not establish such a standard; instead, it assessed the plaintiffs' connection to the District of Columbia, finding that the plaintiff had conducted substantial business there, which could lead to potential harm.

The IPPs assert a connection to the District of Columbia, citing that thousands of brewers were shipped to the Mid-Atlantic region, including D.C., and that K-Cups are sold to consumers there. These claims create a sufficient nexus to Keurig's alleged anticompetitive actions.

In contrast, Mississippi's antitrust law focuses on where the conduct occurred rather than its effects. Both parties concur on this interpretation. The IPPs argue that their complaint contains allegations of Keurig's substantial activities in Mississippi, but they fail to establish any intrastate conduct by Keurig within the state. The only allegations mention that Keurig has distributors in the Southeast, including Mississippi, which implies interstate rather than intrastate activity. The IPPs do not claim Keurig manufactured or distributed products from Mississippi or that they purchased directly from Keurig there. Furthermore, the alleged conspiracy is characterized as interstate, originating from Vermont, where Keurig formulated anticompetitive agreements impacting competition and consumers nationwide.

Mississippi law mandates that antitrust claims require "at least some conduct" by Keurig that occurs wholly intrastate, leading to the conclusion that the IPPs (Indirect Purchaser Plaintiffs) have not adequately stated an antitrust claim under Mississippi law. Consequently, Keurig's motion to dismiss the ninth cause of action is granted for claims under the laws of Michigan, Mississippi, Nevada, New Hampshire, New Mexico, New York, and South Dakota. However, the motion to dismiss the first cause of action is denied, as is the motion regarding the ninth cause for claims from Arizona, California, the District of Columbia, Iowa, Kansas, Maine, Minnesota, Nebraska, North Carolina, North Dakota, Oregon, Tennessee, West Virginia, and Wisconsin.

With respect to the California Unfair Competition Law, Keurig's motion to dismiss the ninth cause based on this claim is denied. The court finds that since the IPPs have adequately alleged that Keurig's conduct constitutes an unfair restraint of trade, it also qualifies as "unfair" under California law. Keurig did not provide further justification for dismissing this claim.

Regarding the IPPs' tenth cause of action, which involves state consumer protection laws from Arkansas, California, Massachusetts, Nebraska, New Mexico, and North Carolina, Keurig argues that the failure to allege antitrust violations undermines these claims. The IPPs counter that consumer protection laws are designed to be broadly interpreted and not strictly tied to antitrust principles. The court acknowledges that the IPPs' Second Amended Complaint shares substantial similarities with claims from other plaintiffs, thus supporting their allegations of antitrust violations. As a result, the tenth cause of action survives.

Finally, Keurig's motion to dismiss the IPPs' third and eleventh causes of action, related to unjust enrichment laws across eighteen states, is noted. The elements for unjust enrichment claims are generally consistent across these states.

A claim for unjust enrichment necessitates three elements: 1) a benefit conferred upon the defendant; 2) the defendant's appreciation or knowledge of the benefit; and 3) acceptance of the benefit under inequitable circumstances. The Independent Purchasing Plaintiffs (IPPs) allege that their overpayments conferred a benefit on Keurig, which Keurig knowingly accepted through unlawful and anticompetitive acts, thus making acceptance inequitable. Keurig argues that the unjust enrichment claims depend on a successful antitrust claim; however, the IPPs have adequately pled antitrust claims, negating this argument. Furthermore, a New York federal district court case cited by Keurig does not universally apply, as subsequent rulings have allowed standalone unjust enrichment claims under New York law. Keurig fails to provide authority from other states to support its assertion that the unjust enrichment claims require a viable antitrust claim.

Keurig further contends that the unjust enrichment claims must fail in several states, including Arizona, due to the need for a direct relationship between the parties. However, the case cited regarding Arizona does not establish such a requirement and acknowledges that a connection between enrichment and impoverishment suffices. Other cases have clarified that Arizona law does not necessitate a direct causal connection or transfer of enrichment from plaintiff to defendant. Thus, the IPPs maintain a sufficient connection to uphold their unjust enrichment claims.

Keurig's argument for dismissing the IPPs' unjust enrichment claims in the District of Columbia, Kansas, and Maine is unsupported by case law. In D.C., the precedent from Fort Lincoln Civic Ass'n v. Fort Lincoln New Town Corp. clarifies that an unjust enrichment claim requires only that a plaintiff confers a benefit on a defendant and that the retention of that benefit is unjust, without necessitating a direct benefit. This interpretation is consistent with other rulings, such as In re Auto. Parts Antitrust Litig., which affirm the sufficiency of the IPPs’ claims under D.C. law.

In Kansas, Keurig cites Babcock v. Carrothers Constr. Co. and Spires v. Hosp. Corp. of Am. to argue that a direct benefit is necessary, but these cases do not support this claim. Babcock indicates that a sub-subcontractor cannot sue a contractor for unjust enrichment without privity under certain conditions, while Spires addresses the necessity of alleging an actual benefit conferred, rather than a direct benefit. Other Kansas rulings confirm that a direct benefit is not required to establish an unjust enrichment claim, supporting the IPPs' claims under Kansas law.

In Maine, Keurig relies on Platz Assocs. v. Finley and Rivers v. Amato to assert the need for a direct benefit. However, Platz emphasizes the absence of evidence showing that the defendant received any benefit, which is a fundamental aspect of unjust enrichment. Therefore, the claims presented by the IPPs are adequately alleged under Maine law as well. Overall, the IPPs have sufficiently pled their unjust enrichment claims across all referenced jurisdictions.

The trial court's decision does not necessitate the dismissal of the IPPs' unjust enrichment claim in Maine, despite a supporting case for Keurig. In *Rivers*, the plaintiff's unjust enrichment claim was rejected due to its reliance on speculative indirect benefits following the defendants' repudiation of a land sale contract. In contrast, the IPPs' claim, which alleges benefits from overcharges passed through multiple distribution layers, is distinguishable from the speculative nature in *Rivers*. Thus, Maine's highest court is unlikely to dismiss the claim based on its indirect nature.

For Massachusetts, Keurig cited two cases to argue that the IPPs' claim fails due to a lack of direct benefit. However, both cited cases dismissed claims due to a complete absence of any benefit to the defendants, unlike the IPPs, who assert that Keurig profited from their overpayments, allowing their claim to proceed.

Keurig's reliance on an unpublished Michigan Court of Appeals decision, *A. M Supply Co.*, to argue for the dismissal of the IPPs' Michigan claim is also unpersuasive. The court in that case determined that indirect purchasers could not maintain an unjust enrichment claim without direct benefits. Although the IPPs pointed out the non-binding nature of this decision, it still serves as a strong indicator of potential rulings by the Michigan Supreme Court. Consequently, the IPPs have not successfully alleged an unjust enrichment claim under Michigan law.

Minnesota law does not require a direct benefit for a claim of unjust enrichment, as established in Schumacher v. Schumacher, allowing the IPPs to adequately allege such a claim. Similarly, in Nevada, the existence of indirect benefits can be acknowledged, as indicated in Topaz Mut. Co. and Jack v. Ringleader Boxing Mgmt. Co., permitting the IPPs' claim to survive. In New York, however, Keurig's reliance on federal court decisions is supported by the requirement for a direct relationship between parties, as seen in Carmona and Redtail Leasing, which emphasize that the IPPs' connection to Keurig is too attenuated to support a claim. This conclusion is reinforced by Sperry v. Crompton Corp., which rejected claims from indirect purchasers and indicated that the IPPs' citation to Cox v. Microsoft Corp. does not change the outcome, given that Cox was not followed in subsequent rulings. In Wisconsin, while Keurig cites Seegers to argue against the IPPs' claim, Seegers does not assert that a direct benefit is necessary. Instead, since the IPPs allege that Keurig has been enriched by their overpayments, their claim for unjust enrichment in Wisconsin remains valid.

Keurig's motion to dismiss the unjust enrichment claims of the IPPs under Michigan and New York law is granted. However, the motion is denied for claims under the laws of Arizona, Arkansas, the District of Columbia, Iowa, Kansas, Maine, Massachusetts, Minnesota, Mississippi, Nevada, New Hampshire, New Mexico, Oregon, South Dakota, Vermont, and Wisconsin. The IPPs' Vermont antitrust and unjust enrichment claims are presented on behalf of a nationwide class, with Keurig not challenging this until the reply brief, which is generally not considered by courts for new arguments. The issue of whether IPPs can bring Vermont law claims for a nationwide class will be addressed during class certification.

In conclusion, motions to dismiss various amended complaints are analyzed as follows: 
1. Denied for the Rogers Amended Complaint. 
2. Denied for the TreeHouse Amended Complaint. 
3. Denied for the DPP Amended Complaint. 
4. Denied for the IPPs' First, Second, and Third Claims for Relief. 
5. Granted for the IPPs' Fourth, Fifth, Sixth, Seventh, and Eighth Claims for Relief. 
6. Denied for the IPPs' Ninth Claim for Relief regarding multiple states, but granted for claims under Michigan, Mississippi, Nevada, New Hampshire, New Mexico, New York, and South Dakota. 
7. Denied for the IPPs' Tenth Claim for Relief. 
8. Granted for the Eleventh Claim for Relief under Michigan and New York laws; denied for claims under other specified states.

Keurig, Inc. became a subsidiary of Keurig Green Mountain, Inc. in 2006, which merged into Green Mountain Coffee Roasters, Inc. in 2013. The Rogers Amended Complaint was filed under seal, with a redacted version available on the docket.

The TreeHouse, DPP, and IPP amended complaints were all filed under seal with redacted versions available on the docket. The references to docket documents are designated as "Doc." and pertain to the MDL Docket No. 14-MD-2542, unless specified otherwise. Keurig has moved to dismiss these amended complaints entirely; however, its arguments do not address every cause of action, leading to the conclusion that any unaddressed claims are considered waived and thus survive. The ruling is based on the assumption that the allegations within the amended complaints are true for the purpose of deciding the motions, although no veracity findings are made. The summary of relevant facts does not encompass all allegations but focuses on those pertinent to the case. Definitions are provided for certain product types referenced inconsistently across the complaints: "Single Serve Brewers" are machines capable of brewing single servings of beverages; "Portion Packs" are disposable containers holding pre-measured beverage portions; and "K-Cup Brewers" refer specifically to Single Serve Brewers made or licensed by Keurig for K-Cup use.

Keurig's Single-Serve Brewer and K-Cups, referred to by Plaintiffs as "K-Cups," comprise single-serve Portion Packs sold under the Keurig brand and by its licensees. "Compatible Cups" are those made under a Keurig license, while "Competitor Cups" refer to portion packs manufactured and sold by competitors compatible with K-Cup Brewers. The term "Competitor Plaintiffs" collectively includes Rogers and TreeHouse. The DPP Amended Complaint was filed under seal, with a redacted version available on the MDL docket on February 11, 2015. Similarly, the IPP Second Amended Complaint was filed under seal with a redacted version on the same date. Certain memoranda in opposition from Rogers, TreeHouse, and others are redacted per a prior court order, with unredacted versions also filed under seal. The states involved include Arizona, California, Iowa, Kansas, and others, while specific memoranda supporting motions to dismiss from JBR, TreeHouse, Bay Valley Foods, and Sturm Foods are identified by their respective document numbers.

Keurig contends that the Direct Purchaser Plaintiffs (DPPs) lack standing to bring claims regarding the 2.0 Brewer, arguing they do not allege a purchase of the device and that dissatisfaction with its limited Compatible Cups would not compel them to buy it. However, the DPPs assert that Keurig has engaged in a monopolization scheme intended to hinder competition and sustain high prices for K-Cups sold to them. Relevant conduct concerning the 2.0 Brewer is linked to the DPPs' claims as it supports Keurig's ability to maintain these inflated prices. The document notes that courts sometimes analyze antitrust standing under Sections 1 and 2 separately, but both Keurig and the Indirect Purchaser Plaintiffs (IPPs) conflate these analyses. The DPPs' claims under both sections are dismissed based on the same reasoning that undermines the IPPs' standing. 

Keurig also argues that the DPP Amended Complaint lacks specific allegations about the 2.0 Brewer; however, this is deemed irrelevant for defining the Single Serve Brewer Market, as all of Keurig's brewers are included in this market. The DPPs define their Class Period as covering all K-Cup purchasers from September 7, 2010, to the present. The Supreme Court's position in Eastman Kodak is cited, affirming that derivative aftermarkets should be treated similarly to separate markets in antitrust analysis. Competitor Plaintiffs claim that since Portion Packs incompatible with K-Cup Brewers are not interchangeable with Compatible Cups, the Compatible Cup Market should be assessed regarding the anticompetitive effects of Keurig’s conduct. The document suggests that discovery will clarify the appropriate market for analysis.

Keurig's argument that the growth of its competitors negates the probability of a monopoly fails, as the DPPs have provided sufficient evidence of Keurig’s market power and its exclusionary practices in the Single-Serve Brewer Market. Coercive exclusive agreements with distributors and retailers further demonstrate Keurig's efforts to stifle competition. The presence of some competitor growth does not undermine the attempted monopolization claim, as legal precedents indicate that a complete absence of growth is not required to support a Section 2 claim.

Keurig has not provided any case law supporting the dismissal of a sham litigation claim as a matter of law when a court of appeals grants oral argument, particularly where prior decisions indicated that patent holders cannot restrict post-sale use of their products. The prior rulings included a summary judgment that warned Keurig against invoking patent law in this manner and a Federal Circuit affirmation of that judgment. Rogers alleges that the Patent Litigation was intended to delay its market entry and create doubts about its products, using the lawsuits to dissuade distributors from working with Rogers and Sturm. Keurig’s alleged anticompetitive exclusive dealing practices substantiate multiple claims from Rogers, including monopolization, exclusive dealing, conspiracy to monopolize, and violations of antitrust laws and California’s Unfair Competition Law. 

TreeHouse also claims exclusive dealing violations under various state and federal laws. Keurig's cited cases, which argue that a competitor’s growth negates claims of substantial foreclosure, are distinguished by their factual contexts. The court in CDC Technologies found no adverse effects on competition from exclusive distributorships, but the current motions are to dismiss rather than for summary judgment. Additionally, Rogers asserts clear adverse effects from Keurig’s practices. Prior rulings have upheld substantial foreclosure claims based on exclusion from two retailers, suggesting that similar allegations from Rogers could suffice to survive dismissal.

Keurig challenges TreeHouse's and the Direct Purchaser Plaintiffs' (DPPs) significant foreclosure claims regarding Compatible Cups, arguing that these claims necessitate specific allegations of a numerator and denominator. The court finds this argument unconvincing and will not reiterate prior analysis. Keurig contends that the DPPs have acknowledged the alleged misstatements can be neutralized due to Rogers' opportunity to counteract them; however, this is inadequate for a legal determination that the statements were indeed neutralizable. 

Keurig defines "Roaster Nominated Keurig Authorized Distributors" as companies nominated by a Licensed Roaster that have a distribution agreement with Keurig, allowing them to purchase and resell Keurig products and K-Cups. Furthermore, Keurig argues that Competitor Plaintiffs' Section 1 claims are deficient because they do not demonstrate injury from alleged price increases. The court rejects this argument, stating that the Competitor Plaintiffs adequately allege antitrust injury, including restraints on entry, consumer choice, and innovation. 

Keurig's reference to a past case, Original Appalachian Artworks, is deemed inapplicable, as the Competitor Plaintiffs' business models do not align with the circumstances of that case. Lastly, Keurig's claim that Rogers failed to specify the applicable state law for its intentional interference claim is dismissed, as it is evident from the context that the claim is made under California law, consistent with Rogers' other common law claims.

Keurig seeks to dismiss the claims of indirect purchaser plaintiffs (IPPs) from states where there are no named plaintiffs who suffered harm, citing Mahon v. Ticor Title Ins. Co., which suggests that standing issues must be resolved before class certification. However, the court clarifies that Mahon does not mandate this in all cases and recognizes a "logical antecedence" exception where class certification can be resolved without deciding Article III standing issues. This exception applies specifically to nationwide class actions involving parallel state consumer protection or antitrust laws. In the current case, each named plaintiff has claimed to have suffered an injury due to Keurig's actions. The document references various states involved in the case and distinguishes the current plaintiffs from those in prior cases, Comes and Arthur, which involved direct relationships with Microsoft. It notes that Maine's Illinois Brick repealer statute allows for a private antitrust treble damage remedy for indirect injuries, suggesting that the standing factors discussed in prior cases would not undermine the IPPs' claims. The court indicates that the precedents may create ambiguity regarding how certain states would apply the relevant legal standards to this case.

The AGC factors' application to dismiss an indirect purchaser suit contradicts the recognition of standing for indirect purchasers. Keurig's arguments lack merit, particularly since it did not include Minnesota, North Carolina, or Tennessee in its analysis of applicable AGC factors, suggesting these states allow indirect purchaser antitrust standing. The parties have not thoroughly examined whether the consumer protection laws of these states incorporate antitrust standing principles. The indirect purchasers (IPPs) claim that the consumer protection laws in six states permit indirect purchasers to file antitrust claims, a position that Keurig does not directly contest. Instead, Keurig references cases that assert a lack of antitrust violation equates to no consumer harm. In contrast, the IPPs argue that the laws in these states are designed to broadly protect consumers, beyond traditional antitrust limitations. Only one cited case, Meijer, Inc. v. Abbott Labs, provides relevant insight, indicating that North Carolina's Unfair Trade Practices Act requires allegations of an unfair act in commerce, causing actual injury, and is aligned with federal antitrust laws. This case establishes a proximate cause standard for claims under the NCUTPA, highlighting its comprehensive nature regarding antitrust laws.