West coast fishermen originally sued Pacific Seafood in 2010, claiming it was conspiring with Ocean Gold, another seafood processor, to depress the price paid for the fishermen’s raw fish.  As part of the settlement of that litigation, Pacific Seafood agreed that it would not renew its existing contract to act as the exclusive marketer of Ocean Gold’s seafood.  The settlement agreement also provided that if Pacific Seafood intended to any new agreement requiring Pacific Seafood to again act as the exclusive marketer of Ocean Gold’s seafood, it would notify the fishermen and if no agreement could be reached, the matter would be submitted to arbitration.  In 2014, Pacific Seafood notified the fishermen it intended to buy Ocean Gold’s stock.  The fishermen sued to enjoin the proposed transaction as a violation of Clayton Act section 7.  Held, the new proposed transaction did not make Pacific Seafood an exclusive marketer of Ocean Gold products, but was instead a proposed corporate acquisition.  That type of transaction was not covered by the arbitration clause in the prior settlement agreement.  The district court correctly denied Pacific Seafood’s motion to compel arbitration.  An injunction against a proposed acquisition by one seafood processing company of another in the same area is affirmed under Clayton Act section 7 as the plaintiffs, fishermen who sold raw fish to both companies, produced substantial evidence to support the district court’s conclusion that the acquisition would substantially lessen competition among fish-buying businesses in the Pacific Northwest and its determination that the harm to plaintiffs from the proposed acquisition outweighed the countervailing equities.

Ninth Circuit Court of Appeals (Tashima, J.; Gilman, J., concurring in part & dissenting in part); May 3, 2016; 2016 WL 1743350