Full opinion text
RULING POLOZOLA, Chief Judge. Water. Craft. Management, L.L.C. (‘Water Craft”), Douglas Wayne Glascock (“Glascock”), and Nick Martrain, III (“Martrain”) have filed this suit against Mercury Marine (A Division Of Brunswick Corporation) (“Mercury”) alleging violations of federal antitrust law under 15 U.S.C. § 13(a) and various state law claims, including breach of contract, detrimental reliance, fraud, and misrepresentation claims, With the consent of the parties, the claims were trifurcated. The Court tried the antitrust claims and state law claims separately. A trial on the issue of damages will be held at a later date. The antitrust claims were tried by the Court without a jury. After hearing the evidence in this case, considering the credibility of the witnesses who testified in person at trial, and reviewing the briefs, deposition transcripts, and other arguments presented by the parties, the Court finds that plaintiffs failed to prove all of the elements of their federal antitrust claims by a preponderance of the evidence. The Court further finds in the alternative, that even if plaintiffs did prove their antitrust claim, Mercury has proved as a matter of law under the facts of this case its meeting competition defense by a preponderance of the evidence which serves as a complete- bar to plaintiffs’ federal antitrust claims. The state law claims were also tried before this Court without a jury. After hearing the evidence on this claim, the Court finds that: (1) plaintiffs have failed to prove all of the elements of their state law breach of contract claims by a preponderance of the evidence, and (2) plaintiffs have proven all of the elements of their state law claims based on detrimental reliance, fraud, and misrepresentation by a preponderance of the evidence. Accordingly, it is necessary for the Court to proceed with the trial of damages to determine the extent, if any, of the plaintiffs’ damages sustained based on their state law detrimental reliance, fraud, and misrepresentation claims. The state law counter-claims brought by Mercury were also tried before this Court without a jury. The Court finds that Mercury has proven the following claims by a preponderance of the evidence: (1) The sum of $79,117.32 plus interest and attorneys fees against Glascock and Martrain; (2) The sum of $11,379.75 plus interest and attorneys fees against Water Craft, Glascock and Martrain; (3) The sum of $3,855.12 against Water Craft, Glascock and Martrain; (4) The sum of $6,076.67 against Glas-cock and Martrain; (5) The sum of $26,576.94 against Glas-cock Mercury is also entitled to recover interest from the date of judgment until paid on each of these claims. The Court now proceeds to give reasons for the Court’s rulings. I. Factual Background This ease involves transactions between the manufacturers and dealers in the boating industry. Both of the plaintiffs, Glas-cock and Martrain, are experienced businessmen and marine dealers. Since 1986, Glascock owned six separate marine dealerships before opening LA Boating Center (“LA Boating”) which did business as the Water Craft store in Baton Rouge. These dealerships were located in various parts of Louisiana. In some of these dealerships, Glascock had business partners. Glascock owned Hammond Boating Centre in Hammond, Louisiana, which opened in 1986 and operated as a Mercury dealership carrying Mariner motors. During the time Water Craft was a going concern, Glascock continued to run his Mercury dealership in Hammond, Louisiana. Glas-cock also owned other Mercury dealerships which were Tracker Marine (“Tracker”) dealerships. During this time, he served on the Tracker Dealer Council and had been one of its top ten dealers for ten years. Thus, Glascock had been actively and successfully involved in the marine dealership industry for approximately twelve years at the time he and Martrain opened LA Boating in January 1997. The evidence also reveals that Glascock had served on several manufacturer-dealer councils in connection with the marine products industry and was a member of several trade associations. In addition to Glascock’s extensive experience in the marine product industry, Glascock owned and managed several other successful businesses and by his own admission, has become a millionaire because of his business activities and experience. Martrain had over twenty years experience in the marine dealer industry before opening LA Boating in Baton Rouge. He also had served on numerous industry boards throughout that time,, including the Advisory Council for Stratos Boat Company and the National Dealer Council for Outboard Marine Corporation (“OMC”). Before opening the Water Craft store, Martrain owned and managed a Baton Rouge OMC dealership, Martrain Marine, which opened in 1983. Martrain closed this dealership on October 31, 1996. It is clear that one of the primary reasons Mar-train closed Martrain Marine was because of the extensive and robust competition in the Baton Rouge marine product marketplace. In October 1996, Martrain had agreed that he would sell his dealership’s assets in Martrain Marine to Kenny Hebert (“Hebert”) who owned Plaquemine Marine. It was also agreed that Hebert would lease the former Martrain Marine building from Martrain and his family. Both Glascock and Martrain knew the Baton Rouge marine business market was highly competitive. Glascock had operated a Baton Rouge Mercury dealership carrying Mariner motors, and had closed the dealership in the early 1990’s because the Baton Rouge market was too competitive. He sold that dealership to Travis Boating Center (“Travis”), which was an OMC dealer at the time. Travis would later become a very important party in this litigation. A. The Initial Negotiations Both Glascock and Martrain testified that because they previously had bad experiences with the Baton Rouge marine market, they had no desire to open a Baton Rouge Mercury dealership. Though the motivation is disputed, Glascock and Mar-train began to discuss the possibility of the two partnering to open a Mercury dealership in Baton Rouge in September 1996. Glascock contends he was approached by David Rohrbach, a sales representative for Mercury, in 1996 to discuss the possibility of opening a Baton Rouge Mercury dealership. Rohrbach eventually signed Water Craft d/b/a LA Boating to be a Mercury dealer. Rohrbach was assigned to the Louisiana territory from approximately April 1996 until he left his employment with Mercury in May 1997. During the course of Glascock’s initial discussions with Mercury, he testified that he was very negative about opening a Baton Rouge Mercury dealership. However, in later discussions, Glascock testified that the Mercury representatives said they could make the offer very attractive, and put him in contact with Martrain to discuss a joint venture. At about the same time, Martrain testified that he was approached by Rohrbach and/or Glascock to discuss the possibility of entering into a joint venture with Glascock for a Baton Rouge Mercury dealership. During their testimony, Glascock and Martrain contended that one of the initial and primary concerns they had about going into business again in Baton Rouge was the presence of Travis in the Baton Rouge market. Both knew that Travis was receiving deep discounts from OMC and also knew it would be difficult for them to compete with Travis price-wise unless certain price concessions could be obtained from Mercury. Glascock and Martrain were also concerned about the number of Mercury dealers already doing business in the Baton Rouge area. Finally, Glascock and Martrain stated that they both knew about Bill Seeley and John Randolph and their method of operation, and testified they had expressed this concern to Rohrbach personally. Both Glas-cock and Martrain expressed a concern that both Seeley and Randolph were Mercury executives, but had previously worked for OMC and were instrumental in signing Travis as an OMC dealer. Glas-cock and Martrain feared that Mercury now intended to make Travis a Mercury dealer because Travis was a fast-growing multi-location dealer for OMC, and Seeley and Randolph had been responsible for signing Travis to be an OMC dealer. Glascock and Martrain claim that Rohr-bach was quick to dispel these fears. According to plaintiffs, Rohrbach expressly advised them that Mercury would be providing LA Boating with the deepest possible discounts, and they would be able to buy boat motors as cheap or cheaper than anyone in the Baton Rouge market, including Travis. In addition, Glascock and Martrain claim Rohrbach made other promises to them concerning advertising co-op money and discounts on parts and supplies. Finally, Glascock and Martrain claim that Rohrbach and other Mercury representatives assured them that Travis would never be made a Mercury dealer. Throughout both bench trials, Glascock and Martrain testified that Mercury representatives had referred to Travis as being “public enemy number one,” a statement Mercury emphatically denies Rohrbach, or any of its representatives, ever made. Glascock and Martrain also claim that Rohrbach made representations to them that Mercury planned to reduce the total number of dealerships in the Baton Rouge market, and wanted to consolidate its business into one strong dealer who could effectively compete against Travis and allow Mercury to recapture its market share from OMC. ' During the discussions with Glascock and Martrain, Mercury revealed that it was also adding Kenny Hebert of Plaque-mine Marine as a dealer in the Baton Rouge market. However, Glascock and Martrain claim that this did not dissuade them from continuing negotiations with Rohrbach because they were advised by Mercury that Hebert would not become a “full-line dealer,” but instead would be principally a “package” dealer. A full-line dealer is a dealer that purchases Mercury motors directly from Mercury and receives discounts off of a net dealer cost. Package dealers do not buy loose engines from Mercury, but rather obtain their inventory from boat dealers who sell them packaged units with the boat and motor already installed, or at least included, in the sale of the boat price. In Louisiana, a large share of the marine business is for loose engines since so many engines are sold, to “re-power” older or homemade boats. A fulL line dealer is one that can buy package units and loose engines and is free to create or set up his own package. During the testimony, Mercury representatives presented an entirely different picture of these initial negotiations between Rohrbach, Glascock and Martrain. Mercury claims that it was Glascock who first expressed interest and approached Rohrbach about opening a Baton Rouge dealership. Rohrbach testified in his deposition that Glascock even told him about the location he was considering for the dealership. Rohrbach noted that the first time that he ever met Martrain was at a breakfast meeting and that he did not suggest that Glascock approach Martrain about opening a Baton Rouge Mercury dealership. Although Rohrbach admits that Mercury was excited about Glascock and Martrain opening a Baton Rouge dealership, he testified that the opening of a Baton Rouge dealership was not tied to any special deal. To the contrary, Rohr-bach and other Mercury representatives testified that Rohrbach did not have the authority to offer any special deals, that were not in the standard dealer program, and to do so would have required approval from his superiors. Rohrbach testified that Travis did not play a major role in the negotiations he had with Glascock and Martrain regarding the Baton Rouge agreement. During the time he worked at Mercury, Rohrbach testified that he never learned that Mercury was considering entering into a contract with Travis to be a Mercury dealer. Thus, Rohrbach testified he would not have told any of the dealers he serviced whether or not there were discussions occurring between Travis and Mercury. Rohrbach claims he did not tell Glascock and Mar-train that Mercury would reduce the number of Mercury dealerships in the Baton Rouge area, nor did he mention there were Baton Rouge dealerships which would be phased out by Mercury. Mercury argues that the true motivating factor which caused Glascock to open another Baton Rouge dealership was to protect his Tracker dealership in Hammond. As noted above, Glascock’s other Mercury dealerships were Tracker dealerships. Defendants contend that Tracker boat packages are outfitted with Mercury Motors. Thus, in order to sell Tracker boat packages, a Tracker dealer must also be a Mercury dealer. Mercury presented evidence that from late 1995 to early 1996, Tracker representatives, including David Camp and his supervisor Nick Vann, discussed the possibility of opening a Tracker store in Baton Rouge with Glascock. Tracker allegedly told Glascock that it would open another Baton Rouge dealership with another company if Glascock did not wish to do so. Mercury contends that Glascock’s true motivation was to protect his then-current status of having the only Tracker dealership in the Baton Rouge area. This contention is supported by the evidence, in the case. B. The Sales & Service Agreements Despite the conflicting contentions set forth above regarding the initial negotiations between Rohrbach, Glascock and Martrain, it appears that an agreement was eventually reached. On October 31, 1996, Glascock and Martrain signed the lease for the building where they would operate LA Boating. On November 25, 1996, Glascock and Martrain formed Water Craft, and on November 28, 1996, Mar-train, in his capacity as “President,” signed a Mercury Marine Sales & Service Agreement (“the 1997 Sales & Service Agreement”) on behalf of Water Craft, doing business as LA Boating in Baton Rouge. It is a stipulated fact that both Glascock and Martrain were familiar with the terms contained in the 1997 Sales & Service Agreement because of their prior experience in the marine business. It is also clear and undisputed that both Glascock and Martrain understood from their prior experience in the marine product industry that non-exclusive dealerships were the standard practice for marine engine dealers. The parties have stipulated that the 1997 Sales & Service Agreement is nonexclusive. Further, the 1997 Sales & Service Agreement noted that the price determination of Mercury products would be based on price lists published by Mercury from time to time, reserving to Mercury the right to revise the price lists and applicable discounts at any time. Finally, the 1997 Sales & Service Agreement contained an integration clause that provided that it was the “entire agreement”. between the parties and “replaee[d] all prior agreements between the parties.” Additionally, this integration clause stated the. 1997 Sales & Service Agreement could be amended or modified “only by written instrument signed by Mercury Marine and Dealer.” Both Glascock and Martrain testified at trial that based on this agreement and their prior marine product experience, they did not believe that Wáter Craft would be the exclusive Mercury dealer in the Baton Rouge area. Water Craft, doing business as LA Boating, began its operation as a marine dealership in January 1997. Martrain was the managing partner of Water Craft, and ran the day-to-day business, operations, and accounting of LA Boating. Glascock was not present in the LA Boating store very often and did not take an active role in the day-to-day management of the dealership. After the Water Craft Baton Rouge store had been opened for approximately eight months, Glascock, on behalf of himself, Martrain, and Water Craft, executed a renewal contract with Mercury (“the 1998 Sales & Service Agreement”) on August 3, 1997. The terms of the 1998 Sales & Service Agreement are identical to those contained in the 1997 Sales & Service Agreement. As Glascock and Martrain were opening their Baton Rouge Mercury dealership, Kenny Hebert opened “Boats Unlimited,” another Mercury dealership in Baton Rouge. Both Baton Rouge dealerships began operation around January 1, 1997 as full-line Mercury dealers approximately five miles from each other and approximately five to six miles from the Travis location. Hebert testified that he was not told by Rohrbaeh that both he and Glas-cock and Martrain would become Mercury dealers. Instead, he claims only one — not both — of them would be signed as a Mercury dealer. As noted above, Glascock and Martrain also did not think they would be competing with Hebert as full-line dealers in the Baton Rouge market. Mercury contends that both Glascock and Martrain knew they would be competing with Hebert prior to signing the 1997 Sales & Service Agreement. Rohrbaeh testified that he never made the “full-line” and “dual-line” distinctions to Glascock and Martrain, and Mercury produced emails at trial from Rohrbaeh to Mercury representatives indicating that both Hebert and Glascock and Martrain knew that both would be operating Baton Rouge Mercury dealerships. C. Negotiations Subsequent to the 1997 Sales & Service Agreement Despite the fact that a signed sales and service agreement was entered into, Glas-cock and Martrain testified it was unclear at the outset of the agreement the precise “program” that Water Craft’s Baton Rouge store would be operating under. There ' were numerous discussions and communications between Glascock and Martrain and Mercury representatives from January to April of 1997. Glascock and Martrain contend it was not until April that the ultimate program was agreed to. These discussions were presented during both bench trials, including during the testimony of Glascock, Mar-train, and Randolph. Glascock and Mar-train argue that these ongoing discussions were made part of the overall contract with Water Craft concerning the purchase of Mercury engines, and constituted a modification and extension of the earlier written agreement. In the alternative, Glascock and Martrain argue that these negotiations with Mercury representatives constituted separate agreements from those contained in the 1997 Sales & Service Agreement, and these subsequent agreements were not fully integrated into either the 1997 or 1998 Sales & Service Agreements. In approximately March or April 1997, Glascock and Martrain met with Rohrbaeh, Randolph and Bill Burns, the regional sales representative, for dinner at Juban’s Restaurant and thereafter for cocktails at the Hilton Hotel bar. According to plaintiffs, the supposed purpose of this meeting was to resolve the issues left unaddressed in the 1997 Sales & Service Agreement and to visit the new dealership. Mercury disputes this contention and denies this was the purpose of the meeting. Glascock and Martrain testified that during dinner and at the hotel Randolph reassured both of them that Mercury did not intend to make Travis a Mercury dealer, and he would make sure they received the deepest possible discounts from Mercury to help Glascock and Martrain be the number one Mercury dealer in Baton Rouge. Martrain testified specifically that he “flat-out” asked Randolph at this meeting if Mercury was trying to make Travis one of its dealers, considering Randolph’s prior dealings with Travis when he worked for OMC. Martrain testified that Randolph emphatically advised him in response to that question that Travis would not become a Mercury dealer, and that Mercury’s plan was to compete directly with Travis in order to regain market share from OMC. Randolph, on the other hand, never fully denied making these promises to Glascock and Mar-train as the Court expected him to do. During his testimony at the antitrust trial, Randolph was very noncommittal in testifying whether or not he had led Glascock and Martrain to believe that Mercury would not make Travis a Mercury dealer. During this time period, Glascock and Martrain claim that Mercury, with the full knowledge and assistance of Randolph, was actively pursuing Travis. Eventually, Travis did become a Mercury dealer, and these alleged misrepresentations are pivotal to Water Craft’s contract, detrimental reliance, fraud, and misrepresentation claims. This conflicting testimony is irrelevant to the Court’s determination that plaintiffs failed to prove the required elements of their antitrust claim. D. Operation of LA Boating and Its Eventual Demise LA Boating began its operations and its relationship with Mercury. It received free interest from Mercury for the first nine months it was in business, as do all new Mercury dealerships. However, LA Boating finished its first year of operation with more than a $70,000 loss. Glascock and Martrain claim that this was the projected loss for their first year of operation while Mercury takes the position that the store should have made a profit during its first year. The testimony and other evidence presented during the trials revealed that LA Boating should have made a profit during its first year according to its pro rata plan. Mercury presented evidence that almost immediately after opening, LA Boating fell behind on its floor-plan financing payments, and by the spring of 1998, LA Boating was on a COD basis with its suppliers. Mercury also presented evidence that, by 1998, LA Boating was “Sold and Unpaid” (“SAU”) or sold out of trust on all its lines including Mercury Marine Acceptance Corporation (“MMAC”), Deutsche Financial,. Tracker, Bayliner, and Bombardier. Mercury contends that LA Boating was selling product, and instead of paying its lenders and floor financiers, was diverting the proceeds to meet other obligations. Because LA Boating had fallen behind in,its payments to Mercury and MMAC, Mercury claims it had Glascock and Mar-train sign a promissory note on April 14, 1998 in its favor in the amount of $29,519.90 to address LA Boating’s outstanding debt. Additionally, by August 1998, LA Boating owed MMAC over $177,000, which began to send demand leU ters to LA Boating. Around this time, Glascock and Martrain testified that they were ready to close LA Boating because of these financial problems. In addition, Glascock and Martrain testified that there were rumors circulating, in the marine industry that Mercury was going to make Travis a Mercury dealer. Glascock and Martrain stated they did not want to remain in business as a Mercury dealer if they had to compete with Travis. However, Glascock and Martrain claim that conversations with Jeanne Koenen of MMAC and Kurt Schmiedel, the Meicury zone representative who had replaced Rohr-bach, convinced them otherwise. Specifically, Glascock and Martrain claim that Schmiedel assured them Travis would not become a Mercury dealer, and that Koe-nen promised them extra financing. Despite making these assurances to the plaintiffs in response to their direct question on the issue, Schmiedel testified that he knew during his contacts and conversations with Glascock and Martrain that Mercury was negotiating with Travis to become a Mercury dealer. According to Schmiedel, Mercury representatives had told him to just give the other Baton Rouge dealers “lip service” when questioned about a possible Mercury deal with Travis. Additionally, Glascock and Martrain testified about a meeting at a bank in which Glascock and Martrain were about to close the store. During this meeting, plaintiffs received a cellular telephone call from Koenen promising them extra financing from Mercury which convinced plaintiffs to keep the business open. Based on these specific assurances from Schmiedel and Koenen, Glas-cock testified that he put up an additional $50,000 in capital, and that he and Mar-train decided not to close the Baton Rouge dealership. In October 1998, the existence of a business relationship between Mercury and Travis became well-known to both Glas-cock and Martrain. On October 16, 1998, Travis signed its letter of intent to become a Mercury dealership. The testimony and other evidence presented at the trial established that some. Mercury products .were already at the Baton Rouge Travis dealership at this time although Travis did not officially become a, Mercury dealer until January 1999. Glascock and Martrain claim that this was a direct contradiction to the reassurances they had received from Rohrbach, Randolph, and Schmiedel. Glascock also testified that Schmiedel apologized to them when Travis became a Mercury dealer. Mercury disputes the testimony set forth above and denies ever making any promise to Glascock and Mar-train that it would mot sign Travis as a Mercury dealer. After Travis officially became a Mercury dealer, relations between Mercury and Glascock and Martrain began to sour, and Mercury engaged in a series of discussions and meetings with Glascock and Martrain in an attempt to save the financially troubled LA Boating and the relationship between the parties. The first of these meetings occurred on October 29, 1998 between Schmiedel, Glascock and Mar-train. At this meeting, Glascock and Mar-train claim they asked for extra financing to keep LA Boating afloat. Mercury’s proffered evidence claims they discussed LA Boating’s poor financial situation at this meeting and discovered that gross sales were down, and LA Boating was losing $40,000 a month in overhead while paying $20,000 a month in interest alone. Glascock and Martrain claim they made it abundantly clear that if LA Boating did not receive additional working capital quickly, the Baton Rouge dealership was going to close. The second meeting and additional telephone negotiations occurred during November 1998. At a meeting held on November 17, 1998 between Koenen and Martrain, a non-interest bearing loan from Mercury for $350,000 was requested. The testimony regarding this request and meeting is highly disputed. Koenen testified Martrain requested the loan, and she made no promises that the loan would be approved because the loan request was unprecedented. She noted that the request essentially asked that Mercury assist plaintiffs in paying off delinquent debts that the plaintiffs owed to Mercury and other lenders. Koenen also testified that she would never, in these negotiations or in any of the other negotiations she had with Glascock and Martrain, have had the authority to bind Mercury or MMAC to make - any loan to them. Glascock and Martrain testified that Koenen had suggested the loan request, and that in his experience as a marine dealer, loans like that requested were commonplace. In fact, Martrain testified at the antitrust trial that he told Koenen he was in no position to suggest interest rates, and it was Koenen who specifically suggested a zero interest rate. The loan request was subsequently denied by Mercury, and on December 7, 1998, Water Craft closed its LA Boating store. Mercury denies any of its actions or inactions caused the losses sustained by LA Boating. It argued and also presented evidence to show that absenteeism on the part of Glascock and Martrain, too much inventory, a general downturn in the marine products market, and LA Boating’s inability to meet lawful competition all contributed to LA Boating’s failure: Glascock and Martrain disagree, and argued and presented evidence that the losses sustained by LA Boating and its ultimate closure were attributed to Mercury’s anti-competitive behavior in allegedly promising plaintiffs that Travis would not become a Mercury dealer and the misrepresentations made by Mercury representatives to Glascock and Martrain during the formation and operation of LA Boating. E. The Slidell and Hammond Stores Because the principal claim and counterclaim relate to Glascock’s other stores in Slidell and Hammond, the Court must address the Slidell and Hammond stores owned by Glascock before applying the law to the facts of this case. With regard to the principal claim, Glascock and Martrain claim that Glascock’s “Hammond Boating Center” and their Slidell store were both affected by the closure of LA Boating. Basically, the plaintiffs claim these stores sustained severe credit problems because of' the extra slack they had to pick up during the liquidation and debt collection processes related to LA Boating’s closure. In its counter-claim, Mercury claims that the debts owed to it by the Slidell store are Water Craft debts recoverable in this lawsuit. In January 1998, Water Craft acquired the assets of another dealership, Boating Centres, Inc. d/b/a Slidell Boating Centre, which was owned in part by Glascock. Glascock owned the building in which the Slidell dealership was located, and Water Craft leased the building from Glascock. To accomplish the transfer from Boating Centres, In.c., Martrain paid $125,000 to Glascock, and Glascock transferred the assets of Boating Centres, Inc. d/b/a Slidell Boating Centre to Water Craft d/b/a Slidell Boating Centre. On February 11, 1998, Martrain, signed a Sales & Service Agreement with Mercury on behalf of Water Craft, doing business as “Slidell Boating Centre,” in Slidell. The terms of this Sales & Service Agreement are virtually identical to the Sales & Service Agreements that LA Boating signed with Mercury. At the time LA Boating was closing and liquidating, the Slidell store showed a profit of $77,682.68 in 1998. Further, the parties have stipulated that Slidell was not part of the Baton Rouge marine products market area, and the Baton Rouge Travis dealership had no influence on the Slidell market. In July 1999, Water Craft sold the Slidell dealership to a third-party, SS Marine, Inc. II. Law and Analysis A. Antitrust Claims The plaintiffs have filed this secondary-line injury antitrust claim pursuant to 15 U.S.C. § 13(a) which provides in part: It shall be unlawful for any person engaged in commerce, in the course of such commerce, either directly or indirectly, to discriminate in price between different purchasers of commodities of like grade and quality, where either or any of the purchases involved in such discrimination are in commerce, where such commodities are sold for use, consumption, or resale within the United States ... and where the effect of such discrimination may be substantially to lessen competition or tend to create a monopoly in any line of commerce, or to injure, destroy, or prevent competition with any persoh who either grants or knowingly receives the benefit of such discrimination, or with customers of either of them: Provided, That nothing herein contained shall prevent differentials which make only due allowance for differences in the cost of manufacture, sale, or delivery resulting from the differing methods or quantities in which such commodities are to such purchasers sold or delivered: ... And provided further, That nothing herein contained shall prevent .persons engaged in selling goods, wares, or merchandise in commerce from selecting their own customers in bona fide transactions and not in restraint of trade: And provided further, That nothing herein contained shall prevent price changes from time to time where in response to changing conditions affecting the market for or the marketability of the goods concerned, such as but not limited to actual or imminent deterioration of perishable goods, obsolescence of seasonal goods, distress sales under court process, or sales in good faith in discontinuance of business in the goods concerned. The Fifth Circuit follows the United States Supreme Court and other circuits in making a distinction between primary-line injury and secondary-line injury, in claims under the Act. Primary-line injury occurs at the level of direct competition and customarily results when a seller uses predatory pricing policies to enhance his market position over competitors, thereby diminishing competition and increasing market concentration. Secondary-line injury occurs when a large purchaser uses its vast purchasing power to obtain, low prices from the manufacturers or distributors whose products it stocks, thereby enabling it to undersell competitors. A secondary-line injury occurs when competition between favored and disfavored purchasers of a discriminating seller is unlawfully affected. The parties agree, and the Court finds, that this case is clearly a secondary-line injury case. A plaintiff alleging secondary-line injury must prove that a seller made a sale to two different buyers at the same functional level of competition charging different prices to each. To establish illegal secondary-line price discrimination between purchasers, a plaintiff must prove the following elements by a preponderance of the evidence: (1) sales made in interstate commerce; (2) the commodities sold to purchaser were of the same grade and quality as those sold to other purchasers; (3) that seller discriminated in price between purchasers; and (4) that the discrimination had a prohibited effect on competition. A plaintiff who meets the above requirements establishes a prima facie case of price discrimination. In addition to the above requirements, the plaintiff has the burden of proving the extent of his actual injuries to recover damages. A price discrimination within the meaning of § 13(a) is merely a “price difference.” More specifically, price discrimination is defined as charging different buyers different prices for the same items. A plaintiff in a secondary-fine injury action must prove actual instances of price discrimination. If the challenged lower price is in fact, and not merely theoretically, made available to'the allegedly disfavored purchaser, the seller cannot be held liable under the Act. The “prohibited effect on comper tition” element is usually defined by courts by directly quoting the language of the statute which says “.. .may be substantially to lessen competition or tend to create a monopoly in any fine of commerce, or to injure, destroy, or prevent competition with any person who either grants or knowingly receives the benefit of such discrimination, or with customers of either of them.” This language focuses on two general effects under this portion of the Act — the effect on the general competitive market and the effect on the individual competitors or the disfavored purchaser. With respect to the effect on the general competitive market, the Act does not require that the discrimination in fact have harmed competition. Instead, the Act requires- the plaintiff show there is a reasonable possibility that the price difference may harm competition. This reasonable possibility of harm is usually referred to as competitive injury. Once the plaintiff proves a discrimination in price, the burden then shifts to the defendant to negate competitive injury. Unless rebutted by one of the Robinson-Patman Act’s affirmative defenses, a showing of competitive injury as part of a prima facie case is sufficient to establish a claim under the Act. Where the plaintiff claims the effect is on the individual competitors or'the disfavored purchaser, the burden of proof is greater. This standard was set forth by the United States Supreme Court and the Fifth Circuit Court of Appeals in Chrysler Credit Corp. v. J. Truett Payne. In Chrysler, the United States Supreme Court held “[t]o recover treble damages[,]... a plaintiff must make some showing of actual injury attributable to something the antitrust laws were designed to prevent. It must prove more than a violation of [the Act], since such proof establishes only that injury may result.” On remand, the Fifth Circuit held that Chrysler had not violated the Act under the Supreme Court’s standard by offering the product at different prices based on incentives. According to the Fifth Circuit, the Supreme Court standard requires a plaintiff to demonstrate by a preponderance of the evidence that an actual antitrust violation has-caused his damages. The plaintiff in Chrysler simply had not done this because there was a question as to whether discrimination even existed because the challenged plan was available to all dealers. The Fifth Circuit further held that conclusory statements by the plaintiff, without evidentiary support of actual causation, was not sufficient to meet the burden of proof. This ease is extremely important because it illustrates what is now required of a plaintiff to prove a “prohibited effect on competition.” The “prohibited effect on competition” element of the prima facie case requires a showing that the discrimination have caused an actual injury to the disfavored purchaser as a prerequisite for recovery under the federal antitrust laws. Causation under the “prohibited effect on competition” element is established by examining two things: whether the favored and disfavored buyers were in actual competition with each other and proof of injury. Thus, to establish competitive injury in a secondary-line case, the disfavored purchaser must prove that it was engaged in actual competition with the favored purchasers at the time of the price discrimination. This actual competition requirement is satisfied by showing the competitors competed at the same functional level and within the same geographic market. Plaintiffs rely on FTC v. Morton Salt Co., in support of their argument that plaintiffs have a lesser burden of proof on the second component of causation, proof of injury. Under Morton Salt, an injury to competition is established by proof of a “substantial” price discrimination between competing purchasers over time. However, the Court finds that Morton Salt is not applicable under the facts of this case. Thus, in summary, to establish illegal secondary-line price discrimination between purchasers, a plaintiff must prove the following elements: (1) sales made in interstate commerce; (2) the commodities sold to purchaser were of the same grade and quality as those sold to other purchasers; (3) that the seller discriminated in price between purchasers; and (4) that the discrimination had a prohibited effect on competition. A price discrimination within the meaning of § 13(a) is an actual price difference. The “prohibited effect on competition” element of the prima facie. case requires that the discrimination have caused an actual injury to the disfavored purchaser. Causation is established by examining whether the favored and disfavored buyers were in actual competition with each other and proof of injury. Actual competition requires that the plaintiff prove a relevant product and geographic market to be defined. Proof of injury to competition is established prima facie by proof of a “substantial” price discrimination between competing purchasers over time. The Court finds that plaintiffs have failed to establish liability under the Robinson-Patman Act. Specifically, plaintiffs failed to satisfy their prima facie case because they have not shown an actual injury to a disfavored purchaser because of a violation of the federal antitrust laws. Also, plaintiffs did not prove that they were in actual competition with Travis. The Court also finds that a relevant geographic and product market was not established by the testimony and evidence presented in this case. Finally, the Court finds, in the alternative, that Mercury satisfied the elements of the meeting competition defense which precludes liability in a claim filed under the Robinson-Patman Act. The Court now turns to a more detailed discussion of the evidence to set forth why plaintiffs failed to satisfy their burden of proof on the antitrust claims. 1. Failure to Establish Causation or Injury to Competition The Court discussed the causation element set forth in Chrysler Credit Corp. v. J. Truett Payne Co. earlier in this opinion. Because of its importance and applicability to this case, the Court believes further discussion is required. In Chrysler, the manufacturer, Chrysler, offered nineteen sales incentive programs to its Birmingham dealers in which the dealers would receive bonuses based on either the number of retail sales or wholesale purchases in excess of an objective set by Chrysler. The dealer, J. Truett Payne, was the long-time dominant dealer in Birmingham, and consequently, Payne’s objective was set higher by Chrysler. Payne failed to meet its objective, received less bonuses than other area dealers, and eventually went out of business. As a result, it claimed the disparity in bonus payments constituted price discrimination that had resulted in its loss of profits, and sued Chrysler under Section 4 and 2(a) of the Clayton Act, as amended by Robinson-Patman Act. In response to plaintiffs’ contentions, Chrysler argued that the sales incentive programs were nondiscriminatory, had'no effect on competition, and did not injure Payne because the programs were available to all dealers on a nondiscriminatory basis. In an earlier opinion, the Fifth Circuit had ruled in favor of Chrysler at the directed verdict stage, and reasoned that Payne had failed to introduce evidence of an injury attributable to Chrysler’s alleged price discrimination. In that same opinion, the Fifth Circuit had also found that price discrimination which threatens competition, but does not cause actual competitive injury, will not support an action for damages. On review, the United States Supreme Court vacated and remanded the case for further proceedings. The Supreme Court ordered the Fifth Circuit to review the record for specific evidence in the record of violations of the price discrimination law, injury, or damages using the following standard: To recover treble damages, a plaintiff must make some showing of actual injury attributable to something the antitrust laws were designed to prevent; it must prove more than a violation of Section 2(a), since such proof establishes only that injury may result. In determining if a violation of the Robinson-Patman Act occurred on remand, the Fifth Circuit first concluded that in order to recover treble damages under Section 4 of the Clayton Act, a plaintiff must prove (1) a violation of the antitrust laws; (2) cognizable injury attributable to the violation; and (3) at least the approximate amount of the damage. Next, the Court identified this as a secondary-line injury case, and found the plaintiff must demonstrate the likely effect of the alleged price discrimination was to allow a favored competitor to draw significant sales or profits away from the disfavored competitor. Considering these standards, the Court next turned to Payne’s evidence and found that speculative and unsupportive testimony during the trial did not link the incentive' programs to Payne’s failure to compete with dealers in the Birmingham area. The Court further found that Payne could riot benefit from the Morton Salt inference because it was not available to a plaintiff who had not proven the elements that support the inference. Thus, the Court held that no violation of the Robinson-Patman Act had occurred. The Court then turned to the cognizable injury requirement, and held that a plaintiff must demonstrate an antitrust injury by a preponderance of the evidence in addition to the violation of the Act requirement. The Court also found that the plaintiff had the burden of establishing this standard “as , a matter of fact and with a fair degree of certainty.” The Fifth Circuit specifically held that coriclusory statements alone, without evidentiary support, will not satisfy this standard. After reviewing the record, the Court characterized Payne’s evidence as speculative and unsupportive, and found the evidence insufficient to demonstrate actual injury attributable to something the antitrust laws were designed to prevent. Thus, the “prohibited effect on competition” element of the prima facie case requires a showing that the discrimination has caused an actual injury to the disfavored purchaser that is attributable to an alleged violation of the antitrust laws before treble damages under the Robinson-Patman Act may be awarded. This Court finds that the testimony and evidence presented in this case is speculative and conclusionary as to Mercury’s alleged violation of the antitrust laws. Plaintiffs have not presented any evidence to demonstrate an actual injury attributable to something the antitrust laws were designed to prevent. Even under a liberal interpretation of the legal standard and facts of this case, Travis did not enter the marketplace as a competing Mercury dealer until two months before the plaintiffs’ Baton Rouge dealership closed. Travis signed the letter of intent to become a Mercury dealer on October 16, 1998, and the testimony supports a finding that there were Mercury products on the site of the Baton Rouge Travis dealership at this time. Travis officially became a Mercury dealer under the contract effective January 1999. LA Boating closed its doors on December 7,1998 and began its liquidation process. These dates illustrate that LA Boating only competed with the Baton Rouge Travis dealership for this short two month period if it competed at all. Even if Mercury had violated the antitrust laws by offering greater discounts to Travis, it would be difficult to conclude that the losses sustained by Water Craft were attributable to such a violation when it had competed with Travis for such a short period of time. It is even more difficult to prove that Water Craft’s losses were attributable to Mercury’s alleged violation of the antitrust laws because the testimony and evidence presented at the trial supports a finding that other reasons led to the eventual demise of the LA Boating store. LA Boating operated its first year without Travis as a competing Mercury dealer, and still sustained a $70,000 loss. This outcome occurred despite the business’s pro rata business plan which had projected a profit of over $370,000 for the first year. Correspondence dated before Travis became a Mercury dealer was offered into evidence made references to a “bad year” for LA Boating, and also contained references to hurricanes and a general downturn in the market as reasons for Water Craft’s economic troubles. Glascock himself admitted during his testimony that there had been a downturn in the market at the same time that LA Boating revenues were declining. Finally, the evidence establishes that the LA Boating store was in serious trouble by August 1998, months before Travis had even signed the letter of intent to become a Mercury dealer. By this time, Glascock and Martrain had already decided to shut down their failing dealership, even without any competition from Travis as a Mercury dealer. In addition, financial specialists were already very concerned about the fact that LA Boating was classified as being SAU. This meant they were selling products out of inventory, but using the proceeds to pay off other creditors instead of the creditor which had provided the inventory. Considering these facts, the Court finds that Water Craft’s injuries and the closing of the LA Boating store were not attributable to Mercury’s offering deeper discounts to Travis. The period of competition between Travis and LA Boating was too short to support a finding that all of the injuries Water Craft alleges it sustained are attributable to Mercury’s alleged violation of the antitrust laws. There are simply too many other reasons that caused the eventual closing of Water Craft. Thus, plaintiffs have not established causation between the actual injury sustained by Water Craft and Mercury’s alleged violation of the antitrust laws. 2. Failure to Establish a Geographic and Product Market. Plaintiffs also failed to prove a prima facie Robinson-Patman claim because they failed to offer testimony or other evidence that adequately defined the relevant geographic and product markets as well as the product itself. It is well settled that the relevant product and geographic markets must be defined with some degree of precision to enable the trier of fact to determine if federal antitrust laws have been violated. In this case not only did plaintiff fail to establish the requisite geographic markets, it failed to establish what product was involved. As noted earlier, there are dealers which just sell engines, there are package dealers, and dealers which act as full-line dealers. Plaintiff failed to establish which, if any, of these products constituted the relevant product market. In Apani Southwest, Inc. v. Coca-Cola Enterprises, Inc., a purified water manufacturer filed suit seeking damages for violations of several antitrust statutes including the Clayton Act, the Sherman Act, and Texas antitrust law. The district court dismissed the antitrust claims because the manufacturer had failed to prove a relevant geographic market. The Fifth Circuit affirmed. In affirming the district court, the Fifth Circuit required that a relevant geographic and product market be proven in order for a prima-facie case of Clayton and Sherman Act violations to be established. The Court also set forth the standards required to properly prove what the relevant product and' geographic markets were. With regard to product market, the Court' considered the extent to which the seller’s product is “interchangeable in use” and the degree of “cross-elasticity” of the demand between the product itself and its substitutes. Factors used in this analysis include public recognition of a submarket as a separate economic entity, the product’s peculiar characteristics and uses, unique production facilities, distinct customers, distinct prices, sensitivity to price changes, and specialized vendors. In defining the relevant geographic market, the Court stated the standard was' the area of effective competition charted by careful selection of the market area in which the seller operates and to which the purchaser can practicably turn for supplies. Also, the relevant geographic market should correspond to the commercial realities of the industry and be economically significant. The geographic market can be the entire nation, or it could be as small as a single metropolitan area. The factors to consider in determining the economic significance of the relevant geographic market include the size, cumbersomeness, and other characteristics of the relevant product; regulatory- constraints impeding the free flow of .competing goods into the area; perishability of products; and transportation barriers.. The economic significance of the relevant geographic market does not depend on singular elements such as population, income, political boundaries, or geographic extent. Rather, it depends on the relationship between these elements and the characteristics of competition in the relevant product market within a particular area. After setting forth the requirements for an antitrust plaintiff to prove the relevant geographic ánd product markets, the Fifth Circuit dismissed all of the antitrust claims in Apani because the plaintiff had failed to define a relevant geographic market. According to the Court, where a plaintiff fails to define a relevant market or alleges one that is insufficient, the antitrust claims must be dismissed. The decision in Apani illustrates that failure to adequately define the relevant geographic and product markets is fatal to an antitrust claim in the Fifth Circuit. Courts consistently require that expert testimony adequately define the relevant geographic and product markets in antitrust cases. Plaintiffs failed to present such expert testimony in this case. In Surgical Care Center of Hammond, L.C. v. Hospital Service District No. 1 of Tangipahoa Parish, the Fifth Circuit affirmed a district court’s dismissal of antitrust monopolization and tying claims because the plaintiff had failed to define a relevant geographic market. In determining that the plaintiff failed to define a relevant geographic market, the Court held that the preliminary inquiry in an antitrust case is whether the defendant possesses market power in a relevant market. This inquiry requires a clear definition of the relevant geographic market. Geographic evidence must take into account where consumers can practicably go, not where they actually go. Thus, a plaintiff cannot rely solely on a competitor’s service area to compose the geographic market. This is exactly what the Fifth Circuit found the plaintiff had done. Instead, the Court said a plaintiff would fail to meet its burden of establishing a geographic market unless it showed where a consumer could practicably go. In Surgical Care, the reason why the plaintiff had failed to show the elements necessary to prove geographic market was attributed to the inadequate testimony of the expert. In noting the expert had failed to define a relevant geographic market, the Court stated: Nevertheless, St. Luke’s expert did not attempt to identify the hospitals or clinics that may be deemed competitors of North Oaks. He relied solely on what he defined as North Oaks’s service area to compose the geographic market. Absent a showing of where people could practicably go for inpatient services, St. Luke’s failed to meet its burden of presenting sufficient evidence to define the relevant geographic market. Without a proper market definition, St. Luke’s could not .establish, the predicate of a monopolistic leveraging claim, i.e., market power in the market for inpatient hospital services, and thus could not show a dangerous probability that North Oaks would gain monopoly power in the outpatient ‘surgery market. The district court, after carefully analyzing the reports presented by experts for both St. Luke’s and North Oaks, found that St. Luke’s had not adduced sufficient evidence to delineate the relevant geographic market. St. Luke’s counters that a detailed analysis of the relevant geographic market is not necessary .. .We hold that the district court did not err in dismissing St. Luke’s claims of attempted monopolization because St. Luke’s failed to meet its burden of presenting sufficient evidence to define the geographic market. Similarly, in Lantec, Inc. v. Novell, Inc., the Tenth Circuit affirmed a district court’s dismissal of antitrust claims because the relevant geographic and product markets had not been established by proper expert testimony. The Court first noted that a relevant market had to be established in order for the plaintiff to prevail in an antitrust suit. A relevant market is made up of the product at issue and available substitutes for that product. In defining the relevant market, two aspects must be considered: the product market and the geographic market. In reviewing the expert testimony, the Court found that the expert used unreliable data; failed to understand the product or the product market; did not conduct or cite surveys revealing consumer preferences; did not calculate the cross-elasticity of demand to determine which products were substitutes; gave a different opinion from that he gave in an earlier expert report; and failed to address changes in the product market. The Court also rejected the plaintiffs after-the-fact attempts to use the record to define a geographic market because of flaws in the expert’s testimony. The Court held that “skimpy evidence” of one’s own ’experiences in the market was not sufficient to support a worldwide geographic market. The Tenth Circuit’s analysis illustrates that courts place a high value on expert testimony and reports in determining whether the relevant geographic and product markets have been proven. ' It is also clear that the Court in Lantec refused to permit a plaintiff to use facts in the record to establish the relevant geographic and product market where the expert has failed to do so. In Bailey v. Allgas, Inc., the Eleventh Circuit also adopted a requirement that adequate expert testimony is required to define the relevant geographic and product market to a claim brought under the Robinson-Patman Act. In Bailey, the plaintiff brought a primary-line price discrimination lawsuit under the Robinson-Patman Act. The district court found that the expert’s methodology failed to meet the Dau-bert standard and granted the defendant’s motion for summary judgment. The Eleventh Circuit held, as does the Fifth Circuit, that defining a relevant market requires expert identification of both the product at issue and the geographic market for that product. According to the Eleventh Circuit, construction of the relevant market requires expert testimony, and where an expert fails to provide a sufficient basis upon which a relevant market can be defined, a Robinson-Patman claim fails. The Eleventh Circuit found that the expert failed to define the product because he failed to analyze substitutes for the relevant product, conduct surveys of homes in the geographic area, or determine the cross-elasticity of the product. The Court also found that the expert had failed to identify the relevant geographic market because he only defined it as the intended area of service instead of properly assessing all of the factors that must be considered when measuring the relevant geographic market. Applying the above jurisprudence to the facts of this case, the Court finds that the expert testimony offered by plaintiffs did not properly establish a relevant geographic and product market. Dr. Stuart Wood was tendered as ah expert by the plaintiffs in this case, and he openly admitted the deficiencies in his opinion and analysis during cross-examination. It is clear that Dr. Wood did not analyze or set forth the necessary factors required by the jurisprudence to prove a geographic market. Specifically, Dr. Wood did not examine where the consumers of the product went to purchase outboard motors or where exactly the consumers were buying their product. Instead, Dr. Wood testified that he felt the geographic market was tacit in this case because LA Boating was located only a short distance from the Baton Rouge Travis dealership. This tacit finding is not supported by the jurisprudence. The relevant cases clearly illustrate that the determination of a geographic market is more complex than the mere distance between two competitors. Thus, the Court- finds that Dr. Wood’s assumption that. the geographic market in this case was tacit is an incorrect assumption as a matter of law. This incorrect finding fails to support a critical element plaintiff must prove in their antitrust claim. Dr. Wood also failed to conduct the anal-yses required by the jurisprudence to properly establish a product market. Dr. Wood failed to determine if the product was just the motors or boats and motors, or if the boats and motors were sold as part of a package. Dr. Wood also failed to take into account that the product market could go beyond the scope of Mercury engines. It is clear that Dr. Wood failed to consider the distinction between being a full-line or package dealer. The evidence presented in this case established that Mercury had other competitors in the boat engine market, but Dr. Wood’s focus was only on Mercury engines. Dr. Wood’s failure to conduct the proper legal and factual analyses and his decision to define- the product narrowly contributed to the plaintiffs’ failure to adequately define the product market under settled jurisprudence. Although the jurisprudence requires adequate expert testimony to define the geographic market and product, the Court finds in the alternative that, even if factual evidence could establish the geographic and product markets, the evidence produced in this case failed to prove these required factors. Plaintiffs argue the market was obvious because LA Boating was only five to six miles away from the Baton Rouge Travis dealership. Plaintiffs also argue that Mercury representatives admitted in testimony that LA Boating and Travis were in the same geographic market. The Court finds these arguments are without merit. In the deposition and trial testimony presented, there were discrepancies regarding the size of the geographic market that ranged from 25 to 100 miles. Such di