## Facts

- The United States adopted uranium-production policies that threatened the Canadian uranium industry.
- In 1971, Canada entered an agreement with three other uranium-producing countries—Australia, France, and South Africa—to support uranium prices in those countries.
- The agreement created a cartel that set minimum prices for uranium sold for use outside the United States and outside the participating countries.
- The cartel estimated uranium demand outside the United States and the participating countries and allocated the market among its members.
- Canada required Canadian uranium producers to participate in the cartel.
- Gulf Minerals Canada Ltd. (Gulf Minerals), a Canadian uranium producer, was a cartel member and took part in meetings held by the Canadian government.
- General Atomic Co. (General Atomic) was owned by Gulf Minerals.
- General Atomic and Exxon Nuclear Corp. (Exxon Nuclear) entered into a contract under which Exxon Nuclear agreed to deliver six million pounds of uranium to General Atomic at prices below the market price.
- Exxon Nuclear did not deliver the uranium as agreed, and General Atomic sued Exxon Nuclear in federal district court to enforce the contract.
- Exxon Nuclear raised an antitrust defense, arguing the contract was invalid under United States antitrust law because General Atomic’s parent, Gulf Minerals, was a member of the uranium cartel.
- The source summarized here is expressly identified as a memorandum of act and law filed by General Atomic, rather than a court opinion setting out a holding and reasoning.

## Issues

1. Whether Exxon Nuclear could avoid performance by claiming the uranium-delivery contract was unenforceable under U.S. antitrust law based on alleged cartel activity by General Atomic’s parent company.
2. Whether cartel participation by a parent (Gulf Minerals) could be treated as conduct attributable to General Atomic for purposes of an antitrust-illegality defense to contract enforcement.
3. Whether Canada’s requirement that Canadian producers participate in the cartel affected the availability of U.S. antitrust illegality as a defense to enforcement of the contract.

## Decision

- The referenced material is a party memorandum filed by General Atomic in the federal action, not a published judicial opinion.
- In that memorandum, General Atomic argued that Exxon Nuclear’s antitrust-illegality defense should fail and that the uranium supply contract should be enforced.
- The source does not provide a court’s final merits ruling, disposition, or reasoning attributable to the district court.

## Legal Principles

- An antitrust-illegality defense to contract enforcement generally depends on showing that enforcing the agreement would require a court to give effect to conduct prohibited by U.S. antitrust law.
- Arguments about antitrust illegality may raise questions of attribution (for example, whether a parent’s acts can be treated as the contracting party’s acts) and may turn on the relationship between the entities and the connection between the challenged conduct and the contract being enforced.
- Where conduct is alleged to have been compelled by a foreign sovereign, litigants may argue that foreign sovereign compulsion and related comity-based limits weigh against using U.S. antitrust law to invalidate a private contract; whether and how those limits apply depends on the procedural posture and the court’s analysis.
- A memorandum filed by a party states that party’s legal and factual positions; it is not itself precedent and does not establish what the court decided.

## Conclusion

General Atomic’s memorandum in this uranium-supply contract dispute framed Exxon Nuclear’s nonperformance as a breach and contested Exxon’s antitrust-illegality defense, which rested on the alleged participation of General Atomic’s parent, Gulf Minerals, in a Canada-directed uranium cartel; the summarized material reflects General Atomic’s advocacy rather than a court’s published holding or merits disposition.


General Atomic Co. v. Exxon Nuclear Corp., No. 78-0223-E (1981)