## Facts

- Conoco Inc. sold petroleum products (including lubricants) through a dual system: (1) direct sales to commercial/industrial users and (2) indirect sales through distributors and “jobbers.”
- Inman Oil Co., Inc., a Missouri jobber headquartered in Salem, purchased Conoco products and resold them to customers in its territory, including large industrial accounts.
- The dispute centered on sales of lubricants to major lead‑mining operations in Missouri’s “Viburnum Trend,” including St. Joe Minerals Corp.
- Over several years, Conoco solicited direct business from commercial users that had been purchasing Conoco products through Inman.
- Conoco offered those customers direct‑sale prices that were lower than the resale prices Inman could offer as a jobber, because Inman had to mark up above its wholesale cost to earn a profit.
- Conoco sued Inman Oil and its principal, Ronald C. Inman, to recover amounts due for Conoco products delivered to defendants.
- Defendants asserted multiple counterclaims, including federal antitrust claims (Robinson‑Patman price discrimination and Sherman Act § 2 attempted monopolization), tortious interference with prospective business relations (focused on St. Joe Minerals), and breach of the Jobber Franchise Agreement (including an implied duty of good faith and fair dealing).
- A federal magistrate (by consent) entered judgment for Conoco on its collection claim and rejected the counterclaims. Defendants appealed, challenging the rulings on the antitrust, tort, and contract claims and arguing that two affirmative defenses were not expressly addressed.

## Issues

1. Whether Conoco’s lower prices in direct sales to commercial users, compared with pricing to its jobber, constituted unlawful price discrimination under the Robinson‑Patman Act.
2. Whether Conoco’s conduct in the Viburnum Trend lubricants market amounted to attempted monopolization in violation of Sherman Act § 2.
3. Whether Conoco’s solicitation of St. Joe Minerals constituted tortious interference with Inman’s prospective business relations under Missouri law.
4. Whether Conoco breached the Jobber Franchise Agreement, including the implied duty of good faith and fair dealing, by taking Inman’s customers through direct sales at prices Inman could not meet.
5. Whether the magistrate’s failure to expressly rule on two affirmative defenses asserted by Ronald C. Inman required reversal.

## Decision

- The court affirmed judgment for Conoco on its claim to recover unpaid amounts for products delivered.
- The court affirmed rejection of the Robinson‑Patman counterclaim because defendants did not establish the required injury to competition.
- The court affirmed rejection of the Sherman Act § 2 attempted monopolization claim for failure to prove the necessary elements (including specific intent, anticompetitive conduct, and a dangerous probability of achieving monopoly power).
- The court affirmed rejection of the tortious‑interference claim because Conoco’s conduct was justified competition for the customer’s business, not improper interference.
- The court reversed on the contract counterclaim, holding that Conoco breached the implied obligation of good faith and fair dealing in the Jobber Franchise Agreement, and remanded for a determination of damages.
- The court found no reversible error based on the magistrate’s failure to expressly rule on the two affirmative defenses.

## Legal Principles

- Robinson‑Patman Act § 2(a) requires proof that price discrimination may substantially lessen competition or tend to create a monopoly; harm to one distributor, without market‑level competitive injury, is not enough.
- Attempted monopolization under Sherman Act § 2 requires (1) specific intent to monopolize, (2) anticompetitive or predatory conduct, and (3) a dangerous probability of achieving monopoly power in a properly defined relevant market.
- Under Missouri law, tortious interference with a business expectancy requires unjustified interference; competition for the same customer is generally justified absent improper means.
- Contract law implies an obligation of good faith and fair dealing in performance: a party may not exercise contractual rights in a way that deprives the other party of the agreement’s expected benefits.
- A supplier’s conduct may fall short of antitrust liability yet still breach the implied covenant of good faith in a distributorship/jobber agreement where the supplier’s actions frustrate the jobber’s reasonable contractual expectations.

## Conclusion

The Eighth Circuit upheld Conoco’s recovery of amounts due and rejected Inman’s antitrust and tort counterclaims for lack of competitive injury, monopolization proof, and unjustified interference, but held Conoco breached the implied duty of good faith and fair dealing in the Jobber Franchise Agreement by its course of conduct toward Inman’s accounts, requiring a remand to determine contract damages.


Conoco Inc. v. Inman Oil Co., 774 F.2d 895 (1985)