## Facts

- CRAM (France) and Rheinzink (Germany) produced rolled zinc and sold at differing price levels across Member States, including higher prices in Germany than Belgium.
- In 1976, both producers sold substantial quantities to a Belgian intermediary (Schiltz) on terms indicating the goods were to be exported to Egypt, at prices close to Belgian-market prices.
- Schiltz diverted part of the goods, relabeled them, and imported them into Germany, selling at prices below prevailing German levels.
- In October 1976, CRAM suspended deliveries to Schiltz; CRAM asserted it acted for independent commercial reasons, including serious payment defaults.
- Around the same period, Rheinzink ceased deliveries after accusing Schiltz of improper importing into Germany; Rheinzink also communicated an intention to reduce German prices.
- The Commission concluded the near-simultaneous supply stoppages, combined with contacts between the producers, constituted a concerted practice restricting competition under Article 85(1) EEC and imposed fines.
- The Commission also challenged (i) contractual export clauses requiring resale only to specified non-Member countries and (ii) a reciprocal assistance arrangement between producers aimed at protecting national markets.
- CRAM and Rheinzink sought annulment of the Commission decision; the cases were joined.

## Issues

1. Whether a change in a company’s legal form and name can break liability for prior anticompetitive conduct when the undertaking remains economically identical.
2. Whether the Commission proved, with sufficiently precise and coherent evidence, that parallel cessation of supplies was the result of a concerted practice rather than unilateral business decisions.
3. How to determine whether clauses or agreements have as their object the restriction of competition under Article 85(1) EEC.
4. Whether export-restriction clauses (resale only in a specified non-Member country) and reciprocal assistance agreements aimed at protecting national markets are prohibited by Article 85(1) EEC.

## Decision

- The court held that changes in legal form and name do not eliminate liability where economic identity and continuity of the undertaking are shown.
- The court annulled the Commission’s finding of a concerted practice regarding the coordinated cessation of supplies to Schiltz, concluding the evidentiary standard was not met where plausible independent explanations existed.
- The court upheld the Commission’s conclusion that export-restriction clauses designed to channel goods outside the Community, where liable to prevent parallel imports and affect intra-Community trade, fall within Article 85(1).
- The court upheld the characterization of the reciprocal assistance arrangement as an agreement having as its object restricting competition by supporting market partitioning and suppression of parallel trade.
- The Commission decision was partially annulled, with corresponding consequences for the contested findings and related sanctions.

## Legal Principles

- For competition liability, the “undertaking” is assessed economically; legal-form or name changes do not create a new entity free of liability where the business remains economically identical.
- Parallel conduct does not, by itself, establish a concerted practice; the authority must present sufficiently precise and coherent proof, and the inference is rebutted where the conduct is credibly explained without collusion.
- An “object” restriction is determined from the agreement’s provisions, aims, and economic and legal context; proof of which party proposed a clause or of shared subjective intent at formation is not required.
- Contractual export clauses that function to block parallel imports or segment Member State markets may infringe Article 85(1) when capable of affecting trade between Member States.
- Reciprocal assistance agreements between producers to protect national markets may infringe Article 85(1) when they support market partitioning or coordinated suppression of parallel trade.

## Conclusion

The court required rigorous proof before treating parallel supply decisions as collusion, annulling the concerted-practice finding, but it maintained that export bans and mutual market-protection arrangements that impede parallel trade constitute object restrictions under Article 85(1) and remain unlawful despite changes in corporate form where economic continuity persists.


Compagnie Royale Asturienne des Mines SA & Rheinzink GmbH v. Comm’n of the Eur. Ctys., Joined Cases 29/83 & 30/83, 1984 E.C.R. 1679 (Ct. Just. Mar. 28, 1984)