## Facts

- Interamerican Refining Corporation, a Delaware company, sought to buy low-cost Venezuelan crude oil, refine it at a bonded refinery in Bayonne, New Jersey, and sell refined products for export or as bunker fuel.
- The bonded-refinery model was intended to avoid U.S. import quotas and tariffs on crude oil.
- Interamerican obtained initial crude supplies from Venezuelan concessionaires, including Amoco, and processed early shipments in New Jersey.
- Venezuelan officials and the Venezuelan press objected to sales to Interamerican, criticizing pricing and the political profile of Interamerican’s principals.
- Venezuelan authorities communicated to concessionaires that sales to Interamerican were unacceptable and directed them to stop supplying Interamerican.
- Amoco advised Interamerican that further sales were prohibited by the Venezuelan government; other potential suppliers refused to sell without explicit governmental consent, which was not obtained.
- Interamerican’s crude supply ended, leading to termination of its operations while it remained bound to refinery and related commitments.
- Interamerican sued several oil companies and affiliates, alleging a concerted refusal to deal (group boycott) violating the Sherman Act and Clayton Act, and sought treble damages; later amendments added fraudulent concealment and common-law theories.
- Defendants moved for summary judgment, asserting their conduct was compelled by Venezuelan governmental directives and that additional claims were barred by limitations.

## Issues

1. Whether the defendants’ refusal to sell Venezuelan crude to Interamerican was compelled by Venezuelan governmental directives and, if so, whether foreign sovereign compulsion and related act of state principles provide a complete defense to Sherman and Clayton Act liability.
2. Whether amended claims, including fraudulent concealment and certain common-law theories, were barred by the applicable statutes of limitations.

## Decision

- The court granted summary judgment for defendants on the federal antitrust claims.
- The court found Venezuelan authorities explicitly directed concessionaires not to supply Interamerican, and defendants’ compliance was compelled rather than voluntary.
- The court treated foreign sovereign compulsion as a complete defense to the alleged group boycott under the Sherman and Clayton Acts.
- Applying the act of state doctrine, the court declined to examine the internal validity of Venezuela’s directives under Venezuelan law.
- The court also granted summary judgment against the late-added fraudulent concealment and common-law claims as time-barred.

## Legal Principles

- Compliance with explicit directives of a foreign sovereign that leave a defendant no meaningful discretion may bar U.S. antitrust liability under the foreign sovereign compulsion doctrine.
- When foreign governmental compulsion is established, conduct that resembles a private refusal to deal is not treated as an antitrust “agreement” attributable to defendants’ independent choice.
- Under the act of state doctrine, U.S. courts generally will not adjudicate the validity of official acts of a foreign sovereign performed within its own territory; the relevant inquiry is the fact of sovereign action and compulsion.
- Claims added after the limitations period expire are subject to dismissal where the plaintiff cannot avoid the time bar under applicable tolling or concealment rules.

## Conclusion

The court held that the alleged boycott resulted from Venezuelan governmental orders forbidding sales to Interamerican, not from an independent private conspiracy, and therefore foreign sovereign compulsion and act of state doctrines foreclosed federal antitrust liability; the plaintiff’s additional theories were dismissed as untimely.


Interamerican Refining Corp. v. Texaco Maracaibo, Inc., 307 F. Supp. 1291 (D. Del. 1970)