## Facts

- Atlantic Richfield Company (ARCO) sold gasoline through company-owned stations and ARCO-brand dealers.
- USA Petroleum Company (USA) was an independent retailer that bought gasoline from major suppliers and resold it under its own brand, competing with ARCO dealers at the retail level.
- To increase retail sales and market share, ARCO implemented programs encouraging its dealers to match independent retailers’ prices.
- Under a “discount-for-cash” and “low-price dealer” program, ARCO dealers agreed not to exceed a specified maximum retail price, and ARCO reduced wholesale prices so dealers could profitably sell at those lower retail prices.
- USA alleged it could not match ARCO dealers’ reduced prices without losing money and claimed lost sales and profits.
- USA sued ARCO for treble damages, alleging a vertical maximum price-fixing agreement with dealers in violation of Sherman Act § 1 and seeking recovery under Clayton Act § 4.
- USA did not claim ARCO’s retail prices were predatory.

## Issues

1. Whether a competitor that loses sales to nonpredatory low prices set under a vertical maximum price-fixing agreement suffers “antitrust injury” sufficient to recover damages under Clayton Act § 4.

## Decision

- The Supreme Court reversed the Ninth Circuit and reinstated summary judgment for ARCO.
- A competitor does not suffer antitrust injury from a vertical, maximum price-fixing agreement unless the agreement results in predatory pricing.
- Even assuming the challenged conduct was a per se Sherman Act § 1 violation, USA could not recover damages without showing antitrust injury.

## Legal Principles

- A private damages plaintiff must prove “antitrust injury”: injury of the type the antitrust laws were intended to prevent and that flows from what makes the conduct unlawful.
- Injury that is merely causally linked to an antitrust violation is not enough; it must be attributable to an anticompetitive aspect of the challenged practice.
- It is improper to award damages for losses stemming from continued competition, including nonpredatory price competition that benefits consumers.
- For a competitor challenging vertical maximum resale price maintenance, nonpredatory low prices do not establish antitrust injury; predatory pricing is required to connect the competitor’s harm to a cognizable threat to competition.

## Conclusion

The Court held that a competitor seeking Clayton Act treble damages for losses attributed to a vertical maximum price-fixing arrangement must show that the arrangement produced predatory pricing; lost sales from nonpredatory low prices reflect intensified competition rather than antitrust injury.


Atlantic Richfield Co. v. USA Petroleum Co., 495 U.S. 328 (1990)