GEICO Corp. v. Autoliv, Inc. (345 F. Supp. 3d 799, 2018)

MARIANNE O. BATTANI, United States District Judge I. INTRODUCTION

Plaintiffs GEICO Corporation and a number of affiliated entities (collectively "GEICO") brought this suit on September 2, 2016, asserting federal antitrust and state law claims against fourteen auto parts manufacturers and suppliers arising from alleged conspiracies among the Defendant manufacturers and suppliers to fix prices, rig bids, and allocate the markets for sixteen auto parts. GEICO was a putative member of the proposed liability and settlement classes in a number of the class action suits comprising In re Automotive Parts Antitrust Litigation, No. 12-md-02311. However, GEICO has elected to opt out of the settlement classes certified to date in this multidistrict litigation ("MDL"), and to instead pursue its own claims as, in effect, an indirect purchaser of certain of the auto parts involved in the MDL.

Before the Court is Defendants' collective motion to dismiss GEICO's second amended complaint. Among other grounds for dismissal, Defendants contend (i) that GEICO has alleged an implausible single conspiracy involving sixteen auto parts or, alternatively, has improperly joined sixteen separate conspiracies in a single suit, (ii) that GEICO lacks both Article III and antitrust standing, (iii) that GEICO's claims have been released by virtue of the settlements reached by GEICO's insureds, (iv) that GEICO's claims are barred by the relevant statutes of limitation, and (v) that GEICO's state law claims are subject to dismissal for a number of reasons.

On November 9, 2017, the Court heard oral argument on Defendants' motion. For the reasons set forth below, Defendants' motion is GRANTED IN PART and DENIED IN PART , and Plaintiffs are granted leave to file amended pleadings in accordance with the Court's rulings.

II. FACTUAL AND PROCEDURAL BACKGROUND

Plaintiff GEICO offers several forms of insurance coverage, including automobile insurance. It brought this suit under federal antitrust law and the laws of a number of states, alleging that the fourteen Defendant auto part manufacturers and suppliers unlawfully conspired among themselves and with other non-party co-conspirators to fix prices, rig bids, and allocate the markets for sixteen auto parts: air flow meters, alternators, ATF warmers, automotive wire harness systems, electronic throttle bodies, fuel injection systems, high intensity discharge ("HID") ballasts, ignition coils, inverters, motor generators, occupant safety restraint systems, radiators, starters, steering angle sensors, switches, and valve timing control devices. The named Defendants include (i) Autoliv, Inc., and its subsidiaries, Autoliv ASP, Inc., Autoliv B.V. & Co. KG, Autoliv Safety Technology, Inc., and Autoliv Japan Ltd.; (ii) Hitachi Automotive Systems, Ltd. ("HIAMS"); (iii) Lear Corporation and an affiliated joint venture, Kyungshin-Lear Sales and Engineering, LLC; (iv) Panasonic Corporation and its subsidiary, Panasonic Corporation of North America; (v) T.RAD Co., Ltd. and its subsidiary, T.RAD North America; and (v) TRW Deutschland Holding GmbH and its affiliate, ZF TRW Automotive Holdings Corporation.

According to GEICO's complaint, each of the sixteen auto parts at issue is installed in new cars as part of the automotive manufacturing process. In particular, original equipment manufacturers ("OEMs") purchase these parts from automotive parts suppliers, including Defendants, by issuing requests for quotes ("RFQs") to the suppliers and selecting winning bidders. These supply arrangements typically last between four and six years. In addition, Defendants and other auto parts suppliers sell the auto parts at issue to automotive repair professionals, who install these parts in automobiles to replace worn out, defective, or damaged parts.

In 2010, authorities in the United States, the European Union, and Japan began investigating a suspected conspiracy among auto part manufacturers and suppliers to engage in anticompetitive cartel conduct. Over time, a number of manufacturing firms and executives have pleaded guilty to conspiracies to fix prices, rig bids, or allocate the market for specific auto parts. The firms that have pleaded guilty and paid criminal fines include five Defendants in this case: Autoliv, Inc., HIAMS, Panasonic Corporation, T.RAD Co. Ltd., and TRW Deutschland Holding GmbH. In addition, the guilty pleas that resulted from this antitrust investigation encompass each of the sixteen auto parts at issue here.

Beginning in 2011, civil antitrust suits were brought in federal district courts throughout the United States on behalf of various classes of plaintiffs who alleged that they were injured as a result of the auto part price-fixing conspiracies revealed in the above-cited government investigations. On February 7, 2012, the United States Judicial Panel on Multidistrict Litigation transferred these actions to the Eastern District of Michigan, and this Court subsequently entered a series of orders to coordinate and consolidate these suits in multidistrict litigation designated as In re Automotive Parts Antitrust Litigation, No. 12-md-02311. Generally speaking, this litigation has been organized into separate class actions for each of the dozens of auto parts that were the subject of alleged price-fixing conspiracies among the suppliers of these parts.

GEICO alleges that it was a putative member of the proposed classes in sixteen of these suits - i.e., the class actions corresponding to the sixteen auto parts identified in the present complaint. In April of 2016, GEICO elected to opt out of the settlement classes certified in these class actions. Instead, it brought the present suit on September 2, 2016, asserting federal antitrust and state law claims similar to those being pursued in the ongoing multidistrict litigation. In support of these claims brought on its own behalf, GEICO alleges that it has been injured by Defendants' alleged conspiracies to fix the prices of the designated sixteen auto parts, by virtue of (i) its own purchase of these auto parts for use in a fleet of vehicles that it owns, and (ii) its reimbursement of insureds and third-party claimants for either (a) payments made to repair professionals involving the replacement of these auto parts, or (b) the full value of a vehicle that has been declared a total loss. Defendants now seek the dismissal of GEICO's federal and state law claims on a variety of grounds.

III. STANDARD OF REVIEW

In their present motion, Defendants ask the Court to dismiss GEICO's second amended complaint under Fed. R. Civ. P. 12(b)(1) for lack of subject matter jurisdiction, and under Fed. R. Civ. P. 12(b)(6) for failure to state a claim upon which relief can be granted. In addressing Defendants'

jurisdictional challenge under the first of these two Rule 12 provisions, the Court "takes the allegations in the complaint as true," inquiring whether these allegations establish a basis for the exercise of subject matter jurisdiction. Gentek Building Products, Inc. v. Sherwin-Williams Co., 491 F.3d 320, 330 (6th Cir. 2007). Yet, "conclusory allegations or legal conclusions masquerading as factual conclusions will not suffice" to withstand a properly supported Rule 12(b)(1) motion to dismiss. O'Bryan v. Holy See, 556 F.3d 361, 376 (6th Cir. 2009) (internal quotation marks and citation omitted).

Similarly, when determining whether GEICO's claims are subject to dismissal under Rule 12(b)(6) for failure to state a claim, the Court must construe the complaint in a light most favorable to Plaintiff and accept all well-pleaded factual allegations as true. League of United Latin American Citizens v. Bredesen , 500 F.3d 523, 527 (6th Cir. 2007). Again, however, "the tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions." Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009).

Moreover, "[w]hile a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Bell Atlantic Corp. v. Twombly , 550 U.S. 544, 555, 127 S.Ct. 1955, 1964-65, 167 L.Ed.2d 929 (2007) (internal quotation marks, alteration, and citations omitted). Rather, to withstand a motion to dismiss, the complaint's factual allegations, accepted as true, "must be enough to raise a right to relief above the speculative level," and to "state a claim to relief that is plausible on its face." Twombly , 550 U.S. at 555, 570, 127 S.Ct. at 1965, 1974. "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal , 556 U.S. at 678, 129 S.Ct. at 1949.

The Supreme Court has emphasized that this plausibility standard "is not akin to a 'probability requirement,' but it asks for more than a sheer possibility that a defendant has acted unlawfully." Iqbal , 556 U.S. at 678, 129 S.Ct. at 1949. "[W]here the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged - but it has not shown - that the pleader is entitled to relief." Iqbal, 556 U.S. at 679, 129 S.Ct. at 1950 (internal quotation marks, alteration, and citation omitted). If a plaintiff does "not nudge[ ] [its] claims across the line from conceivable to plausible, [its] complaint must be dismissed." Twombly , 550 U.S. at 570, 127 S.Ct. at 1974.

IV. ANALYSIS

A. GEICO's Complaint Properly Pleads a Separate Conspiracy for Each of the Auto Parts Involved in This Case.

As the first of the several challenges advanced in their motion, Defendants argue that GEICO's complaint "posits farfetched allegations of an overarching, sixteen-part conspiracy involving all Defendants." (Dkt. 62, Defendants' Motion to Dismiss, Br. in Support at 3.) In Defendants' view, this claimed conspiracy encompassing all of the Defendant auto part suppliers is not plausible for two reasons: (i) all but two of these suppliers make completely different auto parts, and (ii) GEICO has failed to alleged specific facts in support of its conclusory assertion that "[e]ach Defendant acted as the principal of or agent for the other Defendants with respect to the acts, violations, and common course of conduct alleged" in the complaint, (Dkt. 53, Second Amended Complaint ("SAC") at ¶ 41).

In response, GEICO asserts that Defendants have "misconstrued [its] conspiracy allegations," and that its complaint is more properly read as "alleg[ing] sixteen separate conspiracies, each involving different Defendants, different parts and different price fixing arrangements." (Dkt. 65, Plaintiffs' Response Br. at 5-6.) GEICO further denies any intention to "allege that each Defendant acted as a principal or agent for [all of] the other Defendants" across all sales of the sixteen parts referenced in the complaint. Instead, it insists that the allegations in question link each Defendant only to those other Defendants or non-party co-conspirators who are involved in alleged price-fixing activities with respect to a particular part. (Id. at 6.) As discussed below, the Court agrees with GEICO that Defendants' suggested reading of the complaint is not tenable. In the Court's view, the complaint is properly construed as pleading sixteen separate part-specific conspiracies, with each Defendant auto part supplier facing liability only for the particular part-specific conspiracies in which it is alleged and found to have joined.

As Defendants observe, this Court has previously addressed (and rejected) an attempt by indirect purchaser plaintiffs ("IPPs") in the multidistrict litigation to combine multiple separate part-specific cases into a consolidated complaint alleging a single, overarching conspiracy to fix the prices of eighteen different auto parts. See In re Automotive Parts Antitrust Litigation, No. 12-md-02311, 2016 WL 8200512, at *3-*4 (E.D. Mich. April 13, 2016). In so ruling, the Court relied in part on the assessment of the U.S. Department of Justice ("DOJ"), following "six years of grand jury investigation," that the auto part suppliers that were the target of the DOJ's investigation "engaged in various and separate and independent conspiracies" that each involved a particular component part. Id. at *4. The Court further noted the absence of allegations "of deals between makers of different component parts," of competition among the defendant part suppliers "for the sales of all eighteen parts," or of a given defendant's knowledge of the conduct and actions of other defendants regarding parts that it did not sell. Id.

As GEICO correctly explains, this Court's ruling in the multidistrict litigation is readily distinguishable, where the IPPs in that case sought to plead a "massive huband-spoke conspiracy" that is nowhere to be found in the present complaint. (Plaintiffs' Response Br. at 6.) Here, in contrast, at the very outset of the portion of the complaint captioned "Factual Allegations," GEICO refers to Defendants' "[c]onspiracies" to "fix prices, rig bids and allocate markets" for sixteen auto parts. (SAC at ¶ 44.) GEICO then proceeds to allege sixteen separate price-fixing conspiracies, one for each auto part identified in the complaint, and each involving a subset of one or more specific Defendants along with unnamed co-conspirators. (See id. at ¶¶ 45-125.) Immediately following these part-specific allegations, the complaint features a section captioned "Defendants and Their Co-Conspirators Entered into Multiple Auto Part Conspiracies," in which GEICO expressly alleges (i) that "Defendants and their co-conspirators entered into numerous Auto Parts conspiracies," and (ii) that according to a DOJ official, "there were more than a dozen separate [auto part] conspiracies each operating independently." (Id. at ¶ 126.) Finally, GEICO enumerates each such part-specific conspiracy, setting forth the time periods of these conspiracies and the particular Defendant suppliers involved in each. (See id. at ¶¶ 126(a)-(p).) Against this backdrop, Defendants cannot succeed in their argument that GEICO seeks to hold them jointly and severally liable for an overarching conspiracy to fix the prices of sixteen auto parts.

To be sure, Defendants contend in their reply brief that GEICO's complaint lacks detailed allegations as to "specific meetings or instances of collusive conduct" through which the Defendant suppliers carried out the part-specific conspiracies in which they allegedly participated. (Dkt. 67, Defendants' Reply Br. at 2.) Similarly, Defendants observe that GEICO identifies only one or, occasionally, two specific Defendants as participants in each conspiracy, "leaving both Defendants and the Court to guess ... in which of the sixteen component part conspiracies any Defendant allegedly participated." (Id. ) Yet, because Defendants raise these attacks on the sufficiency of GEICO's allegations of conspiracy for the first time in their reply brief, the Court elects not to consider them. See Sundberg v. Keller Ladder, 189 F.Supp.2d 671, 682-83 (E.D. Mich. 2002) (declining to address an argument raised for the first time in a reply brief). In any event, the Court has previously rejected similar challenges to the sufficiency of the plaintiffs' allegations of a price-fixing conspiracy in its rulings in the multidistrict litigation, see, e.g., In re Automotive Parts Antitrust Litigation (In re Fuel Senders), 29 F.Supp.3d 982, 995-96 (E.D. Mich. 2014) (" Fuel Senders "); In re Automotive Parts Antitrust Litigation (In re Instrument Panel Clusters), 2014 WL 2993753, at *5-*6 (E.D. Mich. July 3, 2014) (" Instrument Panel Clusters "), and there is no basis for departing from these rulings here. Accordingly, GEICO's allegations of separate part-specific conspiracies are sufficient to withstand scrutiny under Rule 12(b)(6).

B. Although GEICO Has Improperly Joined Its Sixteen Part-Specific Conspiracy Claims in a Single Suit, This Misjoinder Does Not Warrant the Dismissal of This Action in Its Entirety.

Even if - as the Court has now ruled - GEICO's complaint is construed as alleging sixteen separate part-specific conspiracies, Defendants argue that the complaint nonetheless runs afoul of Fed. R. Civ. P. 20(a)(2) by joining multiple claims and defendants in a single action despite the absence of common transactions or occurrences. Although there is some degree of overlap in the Defendant suppliers involved in the sixteen alleged conspiracies, Defendants contend that this alone does not suffice to permit joinder, where the facts and evidence needed to prove each conspiracy will be unique to a given part, the market for the part, and the specific suppliers of the part. Defendants further assert that joinder would unfairly prejudice those suppliers that are involved in only one or a few of the sixteen alleged conspiracies. As discussed below, the Court agrees that these sixteen alleged conspiracies may not be joined in a single suit, but finds that the remedy sought by Defendants - i.e., the dismissal of GEICO's complaint in its entirety - is inappropriate and would not serve the interests of the parties or of judicial economy. Rather, the Court directs GEICO to commence a separate suit for each of the alleged part-specific conspiracies. The parties are further instructed to negotiate the terms of a proposed order to facilitate the efficient management and coordination of these several part-specific actions.

Under Fed. R. Civ. P. 20(a)(2), parties "may be joined in one action as defendants if," as relevant here: (i) the claims against them "aris[e] out of the same transaction, occurrence, or series of transactions or occurrences," and (ii) "any question of law or fact common to all defendants will arise in the action." The standards for permissive joinder under this Rule are "liberally construed," in order to "promote trial convenience and expedite the final determination of disputes" by avoiding multiple lawsuits where possible. Patrick Collins, Inc. v. John Does 1-21, 282 F.R.D. 161, 166 (E.D. Mich.) (internal quotation marks and citations omitted), adopted at 286 F.R.D. 319 (E.D. Mich. 2012). In this manner, permissive joinder serves the larger objective under the Federal Rules of "entertaining the broadest possible scope of action consistent with fairness to the parties." Patrick Collins, 282 F.R.D. at 166 (internal quotation marks and citation omitted). "The permissive joinder of defendants is also encouraged for purposes of judicial efficiency." 282 F.R.D. at 166.

To warrant the joinder of its sixteen part-specific conspiracy claims in a single suit, GEICO must show that these claims (i) "aris[e] out of the same transaction, occurrence, or series of transactions or occurrences," and (ii) involve a "question of law or fact common to all defendants." Fed. R. Civ. P. 20(a)(2)(A)-(B). GEICO states without contradiction that the conspiracies alleged in its complaint implicate common questions of fact and law, including (i) whether GEICO's reimbursement of its insureds for auto parts qualifies as antitrust injury, and (ii) whether evidence of the business practices of a particular Defendant auto part supplier shows that this supplier participated in more than one of the alleged conspiracies. Thus, the dispositive issue presented by Defendants' claim of misjoinder is whether the part-specific conspiracies alleged by GEICO arise out of the "same transaction, occurrence, or series of transactions or occurrences."

In addressing this question, the courts have inquired whether "there is a logical relationship between the separate causes of action" that the plaintiff seeks to join in a single case. In re EMC Corp., 677 F.3d 1351, 1358 (Fed. Cir. 2012) ; see also Mosley v. General Motors Corp., 497 F.2d 1330, 1333 (8th Cir. 1974) ; Stojcevski v. County of Macomb, 143 F.Supp.3d 675, 682-83 (E.D. Mich. 2015). "The logical relationship test is satisfied if there is substantial evidentiary overlap in the facts giving rise to the cause of action against each defendant." EMC Corp., 677 F.3d at 1358. "Stated differently, the plaintiffs' claims must share an aggregate of operative facts." Stojcevski, 143 F.Supp.3d at 683 (internal quotation marks, citations, and emphasis omitted). This is a flexible and case-specific standard, and "the mere fact that a case involves independent actors as defendants does not necessarily bring the case outside the scope of Rule 20." EMC Corp., 677 F.3d at 1357-58.

Applying this standard here, the part-specific conspiracies alleged by GEICO lack a sufficient logical relationship or evidentiary overlap to permit joinder under Rule 20(a)(2). To establish a given part-specific conspiracy, GEICO must show that the particular Defendant suppliers involved in this conspiracy entered into an agreement to fix prices, rig bids, or otherwise manipulate the market for a specific auto part. As Defendants observe, the evidence needed to make this showing will be largely unique to the limited subset of Defendants suppliers involved in the market for the component part at issue and the characteristics of this particular market. In contrast, the remaining Defendants joined in GEICO's suit will have little or no involvement in or relationship to the operative facts for this conspiracy. See Michaels Building Co. v. Ameritrust Co., N.A., 848 F.2d 674, 682 (6th Cir. 1988) (affirming the district court's finding of improper joinder of a defendant lender, where the various loan transactions giving rise to the plaintiffs' claims "involve[d] different banks, different contracts and different terms"). Even as to those Defendant suppliers that are involved in more than one of the alleged conspiracies, the facts that establish a supplier's participation in one such conspiracy - e.g., evidence of meetings, discussions, or other opportunities to collude in the setting of prices or allocation of the market - are likely to be largely if not entirely distinct from the facts that demonstrate this supplier's involvement in another part-specific conspiracy. In addition, Defendants point to the prejudice and additional expense faced by suppliers that are involved in only one or two of the sixteen alleged conspiracies but nonetheless must participate in large-scale discovery efforts and other pretrial proceedings encompassing all of these alleged conspiracies.

Although the Court has not addressed precisely this issue in the multidistrict litigation, it has cited similar considerations in denying a request by IPPs to consolidate eighteen separate part-specific cases into a single suit. In so ruling, the Court explained:

[A]lthough the alleged conduct by Defendants follows a similar pattern, the facts are not the same. [In addition], the existence of different Defendants weighs against consolidation. Even though the [part-specific cases] involve overlapping parties, there are twenty-two different Defendant Groups, six Settling Defendant Groups, and eighteen different product markets. Consolidation would be unfairly prejudicial to the eighteen Defendants who are parties in only one or two of the eighteen [part-specific cases] and to those Defendants that have never pleaded guilty.

In re Automotive Parts Antitrust Litigation, 2016 WL 8200512, at *2. Accordingly, the Court concluded that "rather than simplify[ing] this already complex litigation, consolidation will serve only to confuse the legal claims/defenses of the parties and delay a definite outcome for the parties," and thus "would not serve judicial economy or the convenience of the court and of the parties." Id. These same factors are present here, and militate against GEICO's joinder of sixteen separate part-specific conspiracies in a single suit.

It remains to determine the proper remedy for GEICO's misjoinder. As Defendants recognize, "[m]isjoinder of parties is not a ground for dismissing an action." Fed. R. Civ. P. 21 ; see also Letherer v. Alger Group, L.L.C., 328 F.3d 262, 267 (6th Cir. 2003), overruled on other grounds as recognized in Blackburn v. Oaktree Capital Management, LLC, 511 F.3d 633, 636 (6th Cir. 2008). Nonetheless, the Court has wide latitude in fashioning appropriate relief, including "add[ing] or drop[ping] a party" or "sever[ing] any claim against a party." Fed. R. Civ. P. 21 ; see also Letherer, 328 F.3d at 267.

In Defendants' view, the proper remedy here would be to dismiss this suit and require GEICO to file separate part-specific actions. (See Defendants' Motion, Br. in Support at 6 n.4.) Yet, to the extent that this would inconvenience the parties or fail to serve judicial economy, the Court has recognized its "expansive" authority to implement procedures that will assist in coordinating and administering GEICO's several part-specific suits. In re Automotive Parts Antitrust Litigation, 2016 WL 8200512, at *2 ; see also Fed. R. Civ. P. 42(a) (authorizing the Court to "join for hearing or trial any or all matters at issue in the actions" and to "issue any other orders to avoid unnecessary cost or delay"). Accordingly, though the Court agrees with Defendants that the eighteen part-specific conspiracies alleged by GEICO are not properly joined in a single suit, it elects to address this misjoinder by (i) directing GEICO to sever each of its part-specific conspiracy claims into a separate suit, and (ii) instructing the parties to negotiate the terms of a proposed order to facilitate the efficient management and coordination of the sixteen part-specific actions filed by GEICO in accordance with the Court's ruling.

C. Although GEICO Has Failed in Certain Respects to Sufficiently Plead the Elements of Article III Standing for Each of the Federal and State Law Claims Asserted in Its Complaint, It Will Be Granted Leave to Address These Deficiencies in Amended Pleadings.

Defendants next mount three separate challenges to GEICO's Article III standing to pursue the federal and state law claims asserted in its complaint. First, although GEICO claims that the payments it made in its role as insurer were adversely affected by Defendants' alleged price-fixing schemes, Defendants observe that some of these payments did not entail the purchase of auto parts from any of the Defendant suppliers, and they argue that GEICO lacks "standing to sue for alleged overcharges on [a]uto [p]arts that were never purchased." (Defendants' Motion, Br. in Support at 7.) Next, Defendants maintain that GEICO lacks standing to sue under "the laws of any of the thirty-two states and the District of Columbia under which it seeks to recover," where it fails to allege in its complaint that it made any excessive payments for relevant auto parts "in any particular state." (Id. at 8.) Finally, Defendants contend that the allegations of GEICO's complaint fail to forge the requisite causal link between Defendants' alleged overcharges for auto parts and increased payments made by GEICO under its contracts with its insureds. The Court addresses each of these challenges in turn, after first summarizing the law governing Article III standing.

To demonstrate Article III standing, a plaintiff must first allege that it has suffered an "injury in fact" - that is, "an invasion of a legally protected interest which is (a) concrete and particularized, and (b) actual or imminent, not conjectural or hypothetical." Lujan v. Defenders of Wildlife, 504 U.S. 555, 560, 112 S.Ct. 2130, 2136, 119 L.Ed.2d 351 (1992) (internal quotation marks and citations omitted). Second, the alleged injury must be "fairly traceable to the challenged action of the defendant, and not the result of the independent action of some third party not before the court." Lujan, 504 U.S. at 560, 112 S.Ct. at 2136 (internal quotation marks, alterations, and citation omitted). Third, the plaintiff must allege that a favorable federal court decision is likely to redress the alleged injury. 504 U.S. at 561, 112 S.Ct. at 2136.

As the "party invoking federal jurisdiction," GEICO "bears the burden of establishing these elements." 504 U.S. at 561, 112 S.Ct. at 2136. Because Article III standing is "not [a] mere pleading requirement[ ] but rather an indispensable part of the plaintiff's case," each element of this standard "must be supported in the same way as any other matter on which the plaintiff bears the burden of proof, i.e., with the manner and degree of evidence required at the successive stages of the litigation." 504 U.S. at 561, 112 S.Ct. at 2136. At the present pleading stage of this case, "general factual allegations of injury resulting from the defendant's conduct may suffice, for on a motion to dismiss we presume that general allegations embrace those specific facts that are necessary to support the claim." 504 U.S. at 561, 112 S.Ct. at 2137 (internal quotation marks, alteration, and citation omitted).

1. GEICO Has Sufficiently Pleaded Injury in Fact, Even as to Those Transactions That Do Not Necessarily Involve the Purchase of a Relevant Auto Part.

As their first challenge to GEICO's allegations of Article III standing, Defendants argue that GEICO cannot establish the "injury in fact" element of standing with respect to alleged transactions that did not entail the purchase of any of the auto parts at issue in this case. Specifically, Defendants take issue with GEICO's assertion that it was injured each time it made a payment to an insured or third-party claimant as reimbursement for the cost of vehicle repairs. (See, e.g., SAC at ¶ 49.) Defendants observe that the recipient of such a payment might elect not to repair his vehicle and instead "simply pocket the claim payment." (Defendants' Motion, Br. in Support at 7.) Similarly, Defendants point out that when GEICO reimburses an insured or third-party claimant for the value of a vehicle that is declared a total loss, (see, e.g., SAC at ¶ 49), this payment almost certainly does not lead to the purchase of any of the auto parts at issue here. In such cases where "there is no sale of an [a]uto [p]art at all" flowing from GEICO's payment to an insured or third-party claimant, Defendants contend that "GEICO simply does not have standing to sue for alleged overcharges on Auto Parts that were never purchased." (Defendants' Motion, Br. in Support at 7.)

In response, GEICO first observes that the claims asserted in its complaint do not rest solely on reimbursement payments to insureds or third-party claimants. Rather, the complaint also alleges (i) that GEICO itself purchased the auto parts at issue, (see, e.g., SAC at ¶¶ 17-25, 49), and (ii) that GEICO "directly paid repair professionals" for auto parts "after the repair professional[s] repaired [the] insureds' or claimants' vehicles," (see, e.g., id. at ¶ 49). Because auto parts were purchased in these transactions, GEICO has adequately pleaded the "injury in fact" element of Article III standing through its allegations of injury flowing from the supra-competitive prices charged by Defendants for these parts. (See id. at ¶¶ 8, 164-65.)

Admittedly, although Defendants do not squarely raise this issue in their motion, the Supreme Court has cautioned that "standing is not dispensed in gross," and that a plaintiff instead "must demonstrate standing for each claim he seeks to press and for each form of relief that is sought."

Davis v. Federal Election Commission, 554 U.S. 724, 734, 128 S.Ct. 2759, 2769, 171 L.Ed.2d 737 (2008) (internal quotation marks, alteration, and citations omitted). The question then becomes whether GEICO's direct purchases of auto parts and its reimbursement payments to insureds and third-party claimants give rise to discrete "claims" for which GEICO must separately establish its Article III standing, or whether GEICO's direct purchases and reimbursement payments are more properly characterized as separate items of damages that GEICO may or may not be entitled to recover upon establishing its overarching claim of a price-fixing conspiracy.

The parties' briefs have little to offer on this subject. Defendants cite a number of cases for the proposition that a plaintiff's purchase of a particular item does not confer standing to bring claims involving different, albeit similar, items that the plaintiff did not purchase. See, e.g., Dapeer v. Neutrogena Corp., 95 F.Supp.3d 1366, 1373 (S.D. Fla. 2015) (holding that the named plaintiff in a putative class action "lack[ed] Article III standing to bring claims on behalf of the Neutrogena [sunscreen] products he did not purchase"); Ferrari v. Best Buy Co., No. 14-2956, 2015 WL 2242128, at *9 (D. Minn. May 12, 2015) (concluding that the named plaintiff "lack[ed] standing to assert claims on behalf of the class for televisions that he did not purchase or advertising that he did not see or rely upon"); Granfield v. NVIDIA Corp., No. 11-05403, 2012 WL 2847575, at *6 (N.D. Cal. July 11, 2012) ("[W]hen a plaintiff asserts claims based both on products that she purchased and products that she did not purchase, claims relating to products not purchased must be dismissed for lack of standing."). Yet, these cases are wholly inapposite here, given GEICO's express allegations that it directly purchased and/or made reimbursement payments involving each of the relevant auto parts at issue. (See SAC at ¶¶ 17-25, 49, 54, 59, 64, 69, 74, 79, 84, 89, 94, 99, 105, 110, 115, 120, 125.) The decisions cited by Defendants, in contrast, involve efforts by plaintiffs to derive Article III standing from the purchases of putative class members or third parties who are not yet (and may never be) parties to the suit. These cases therefore have nothing whatsoever to say about the salient issue here - namely, whether GEICO's own direct purchases and various types of reimbursement payments are properly viewed as giving rise to separate claims that necessitate their own distinct showings of Article III standing.

GEICO's discussion on this point is similarly unhelpful. GEICO first states, as a matter of ipse dixit and without citation to authority, that apart from its direct purchases, it "has standing simply as an insurance company." (Plaintiffs' Response Br. at 10.) GEICO further contends that Defendants' allegedly anticompetitive conduct "illegally inflated the prices GEICO pays, whether GEICO pays for [a]uto [p]arts for its cars, pays repair shops directly or pays the insured or claimants." (Id. ) Unfortunately, GEICO fails to tie these assertions in its response brief to specific allegations in its complaint, and the Court's own review of this pleading has uncovered only scant and largely conclusory support for the proposition that Defendants' allegedly anticompetitive conduct has inflicted injury on GEICO in the form of higher reimbursement payments to insureds or third-party claimants, even in instances when these insurance transactions did not entail the purchase of relevant auto parts. (See, e.g., SAC at ¶¶ 164-68, 170, 193.)

Although the question is a close one, the Court finds that GEICO's allegations, albeit somewhat threadbare, are sufficient to establish the injury-in-fact element of Article III standing for each of the claims GEICO has asserted, whether as a direct purchaser or as an insurer reimbursing its insureds or third-party claimants. As explained, GEICO has affirmatively alleged that it sustained injuries in both capacities. On the other hand, its complaint admittedly lacks supporting detail as to precisely how Defendants' alleged price-fixing activities might have led to higher reimbursement payments for insurance claims that did not entail the purchase of relevant auto parts. Yet, this Court has observed in a similar context that such an "elongated ... chain" of allegations linking price-fixing activities to increased payments poses "difficulties of proof, not pleading deficiencies." Fuel Senders, 29 F.Supp.3d at 998. "At this stage of the proceedings," where GEICO's claims are evaluated on the pleadings alone, GEICO need not allege precisely "how [it] intend[s] to establish" each of its theories of damages. 29 F.Supp.3d at 998. Moreover, GEICO is not altogether relieved of the obligation to put forward allegations linking Defendants' allegedly anticompetitive activities to resulting injury: as discussed below, GEICO must overcome similar obstacles to satisfy the "fairly traceable" element of Article III standing and the requirement of antitrust standing.

2. GEICO Has Not Adequately Alleged Its Standing to Pursue Claims Under the Laws of Each of the States Referenced in Its Complaint, But It Will Be Granted Leave to Rectify This Pleading Deficiency.

Defendants' next Article III challenge is directed at GEICO's assertion of claims under the laws of thirty-two states and the District of Columbia. In Defendants' view, GEICO lacks standing to sue under the law of a given state in the absence of allegations that it made a payment, and hence suffered an injury, in that specific state. Because GEICO "does not allege any [p]ayments in any particular state," Defendants contend that its "conclusory assertions that it paid for something somewhere do[ ] not give it the right to sue under the laws of the thirty-three jurisdictions cited in the Complaint." (Defendants' Motion, Br. in Support at 8.)

In response, GEICO first suggests that it has, in fact, alleged that it suffered an actual injury in each of the states listed in the complaint. Citing Michigan as an example, GEICO points to its allegations that Defendants' conspiratorial activities (i) produced "artificially high" prices for the relevant auto parts and "eliminated price competition" for these parts "throughout Michigan," (ii) "deprived GEICO and its insureds and claimants of free and open competition" in the markets for these auto parts, and (iii) "resulted in GEICO paying supra-competitive, artificially high prices" for these auto parts. (SAC at ¶ 211(a).) GEICO further alleges that "Defendants' illegal conduct substantially affected commerce in Michigan," and that GEICO "has been injured in its business and property" as a "direct and proximate result" of this unlawful conduct. (Id. at ¶¶ 211(b)-(c).) GEICO makes essentially the same allegations for each of the other thirty-one states and the District of Columbia. As Defendants correctly observe, however, these allegations fall short of a direct assertion that GEICO actually purchased an auto part or made a reimbursement payment in Michigan or any other particular state.

Nonetheless, GEICO insists that it is reasonable to assume that it has made a purchase or reimbursement payment in each of the relevant states, where it is "the second largest automobile insurer in the United States" and "issu[es] insurance policies and adjust[s] claims in all 50 states and the District of Columbia." (Plaintiffs' Response Br. at 12.) Indeed, GEICO flatly states in its response brief that it has "conducted business, purchased parts and made payments for parts in every state and the District of Columbia." (Id. ) Yet, these supposed facts about the nature and extent of GEICO's auto part purchases and insurance business are nowhere to be found in the complaint, and Defendants aptly cite the principle that "[s]tanding cannot be inferred" but instead "must affirmatively appear in the record." Delaware Valley Toxics Coalition v. Kurz-Hastings, Inc., 813 F.Supp. 1132, 1139 (E.D. Pa. 1993). As confident as GEICO might be that it will ultimately be able to produce evidence of a purchase or payment in each of the relevant states that was adversely impacted by Defendants' allegedly anticompetitive activities, Defendants quite rightly insist that GEICO still must plead this "injury in fact" element of its Article III standing in order to pursue claims under the laws of each of the jurisdictions identified in its complaint.

To be sure, Defendants acknowledge this Court's holding in the multidistrict litigation that it may be appropriate to defer a standing inquiry until the plaintiff has an opportunity to engage in discovery that could uncover evidence of relevant transactions and resulting injury in each of the pertinent jurisdictions. See, e.g., Fuel Senders, 29 F.Supp.3d at 1000. Yet, Defendants correctly observe that the courts typically adopt this approach in class actions, where the named plaintiffs generally lack information about transactions engaged in by members of the putative plaintiff class. Here, in contrast, GEICO's claims rest solely upon transactions in which this insurer itself participated. Thus, there is no justification in this case for a wait-and-see approach to the requirement that a plaintiff must plead each of the elements of Article III standing.

Nonetheless, even though GEICO's present pleading falls short of this standard, this is not the end of the matter. The Court has previously determined that GEICO should be granted leave to bring a separate suit for each of the part-specific conspiracies alleged in its complaint, and to address other pleading deficiencies in its existing complaint. Accordingly, GEICO may avail itself of this opportunity to ensure that it has properly alleged injuries sustained in each of the jurisdictions identified in its complaint.

3. GEICO Has Sufficiently Alleged That Its Alleged Injuries Are Fairly Traceable to Defendants' Allegedly Anticompetitive Conduct.

As their final challenge to GEICO's Article III standing, Defendants argue that GEICO has failed to plead the requisite causal connection between Defendants' alleged price-fixing conspiracies and resulting injury to GEICO. It bears emphasis, as a threshold matter, that this is not an across-the-board challenge. Most notably, in transactions in which GEICO itself allegedly purchased the auto parts at issue, Defendants concede that such allegations, taken as true, suffice to establish a causal connection between Defendants' alleged price-fixing activities and GEICO's payment of allegedly supra-competitive prices for these parts.

Moreover, in its capacity as owner of a fleet of vehicles, GEICO is similarly situated to the End-Payor Plaintiffs ("EPPs") in the multidistrict litigation. As GEICO observes, this Court has rejected challenges to the Article III standing of EPPs. See, e.g., Fuel Senders, 29 F.Supp.3d at 997-99 ; Instrument Panel Clusters, 2014 WL 2993753, at *7-*8 ; In re Automotive Parts Antitrust Litigation (In re Wire Harness Cases), 2013 WL 2456612, at *8-*9 (E.D. Mich. June 6, 2013) (" Wire Harnesses "). In one of these decision, the Court explained that the defendant part suppliers had "cited no authority requiring an indirect purchaser to allege the detailed mechanics of the pass-through process to plead injury-in-fact and causation for purposes of constitutional standing to survive a Rule 12(b)(6) motion." Wire Harnesses, 2013 WL 2456612, at *8. GEICO's theory of causation, in its role as the owner of a fleet of vehicles, is fully consonant with this Court's rulings on Article III standing in the multidistrict litigation, and there is no basis for a different outcome here.

Nonetheless, Defendants contend that GEICO has insufficiently pleaded the "fairly traceable" element of Article III standing in those instances "where no one - much less GEICO - purchased an Auto Part." (Defendants' Reply Br. at 5.) Specifically, Defendants cite the examples of claim payments (i) to insureds or third-party claimants who do not actually purchase replacement auto parts but instead pocket the payments, and (ii) made when vehicles are determined to be a total loss. As Defendants recognize, this Court has not demanded detailed allegations regarding the mechanisms by which supra-competitive auto part prices are passed through to end purchasers of vehicles. Yet, GEICO must establish a more elaborate pass-through mechanism here, under which the same allegedly anticompetitive activities that inflate the prices of new vehicles somehow result in higher claim payments for damaged or totaled vehicles. In addition, GEICO potentially has the opportunity to offset these higher claim payments through such means as increased insurance premiums. In Defendants' view, GEICO's complaint fails to address these complexities in the causal relationship between an alleged price-fixing conspiracy and resulting injury to GEICO as an insurer making claim payments. Defendants further note that GEICO's claims of injury arising from reimbursement payments for totaled vehicles pose a risk of double recovery, given that the original purchasers of the vehicles already have an opportunity to recover from the Defendant auto part suppliers in the multidistrict litigation for the increased cost of their vehicles due to Defendants' alleged price-fixing conspiracies.

These concerns are legitimate, and lead back to the question noted earlier: namely, whether GEICO's efforts to recover for direct part purchases, vehicle purchases as a fleet owner, and reimbursement payments as an insurer all constitute separate claims for which GEICO must establish its Article III standing, or instead reflect separate types of damages that GEICO seeks to recover through its overarching claims that Defendants engaged in price-fixing conspiracies. At a minimum, GEICO has pleaded the causal element of Article III standing as to at least some of its theories of recovery, and Defendants, as the moving parties, have not explained why more should be required at this juncture. Moreover, Defendants' challenge to GEICO's allegations of antitrust injury implicates similar issues of causation, and the Court finds that these questions are better addressed in that context. Accordingly, the Court concludes that GEICO has adequately alleged that its injuries are fairly traceable to Defendants' allegedly anticompetitive activities.

D. GEICO Has Adequately Alleged Its Standing Under Antitrust Law to Seek Redress As a Fleet Owner and a Direct Purchaser of Defendants' Auto Parts, But Not As an Insurer.

Apart from adequately pleading the elements of Article III standing, GEICO also must establish antitrust standing - i.e., that it is appropriately situated to obtain relief under federal and state antitrust law. Citing the multi-factor test adopted by the Supreme Court for determining whether a plaintiff has antitrust standing, see Associated General Contractors of California, Inc. v. California State Council of Carpenters, 459 U.S. 519, 545, 103 S.Ct. 897, 912, 74 L.Ed.2d 723 (1983) (" AGC " ), Defendants argue that GEICO's antitrust claims are subject to dismissal because this insurer's alleged injuries are too remote from the alleged price-fixing schemes carried out by the Defendant auto part suppliers.

In response, GEICO first maintains that Defendants' challenge to its antitrust standing is foreclosed by this Court's rulings in the multidistrict litigation. To the extent that GEICO owns a fleet of vehicles and has reimbursed repair shops for their purchases of auto parts installed in the vehicles of GEICO's insureds and third-party claimants, GEICO argues that it is similarly situated to the EPPs in the multidistrict litigation that have withstood challenges to their antitrust standing. Moreover, GEICO points to its allegations of direct auto part purchases as demonstrating its antitrust standing. Finally, to the extent that GEICO participates in the insurance market, as opposed to the market for auto parts, it contends that these two markets are sufficiently intertwined to support a finding of antitrust standing with respect to GEICO's alleged injuries arising from its payment of insurance claims. As discussed below, the Court finds that GEICO has sufficiently pleaded its antitrust standing to pursue claims in its roles as fleet owner and direct purchaser of auto parts, but not in its capacity as an insurer making claim payments to its insureds or third-party claimants.

The Sixth Circuit has emphasized that "antitrust standing and Article III standing are not one and the same," and that a claim is subject to dismissal under Rule 12(b)(6) when the former is lacking. NicSand, Inc. v. 3M Co., 507 F.3d 442, 449 (6th Cir. 2007). To establish the requisite antitrust standing, a plaintiff cannot rely solely upon "allegations of consequential harm resulting from a violation of the antitrust laws," because "Congress did not intend to allow every person tangentially affected by an antitrust violation to maintain an action to recover threefold damages for the injury to his business or property." AGC, 459 U.S. at 535, 545, 103 S.Ct. at 907, 912 (internal quotation marks and citation omitted). Rather, even when a plaintiff alleges an antitrust violation and resulting harm, his claim may not go forward if "[o]ther relevant factors - the nature of the [plaintiff's] injury, the tenuous and speculative character of the relationship between the alleged antitrust violation and the [plaintiff's] alleged injury, the potential for duplicative recovery or complex apportionment of damages, and the existence of more direct victims of the alleged conspiracy - weigh heavily against judicial enforcement of the [plaintiff's] antitrust claim." AGC, 459 U.S. at 545, 103 S.Ct. at 912.

"[A]ntitrust standing is a threshold, pleading-stage inquiry[,] and when a complaint by its terms fails to establish this requirement[,] [the court] must dismiss it as a matter of law." NicSand, 507 F.3d at 450. Yet, the AGC factors "are to be balanced," and "no single factor is conclusive." Bodie-Rickett & Associates v. Mars, Inc., 957 F.2d 287, 290 (6th Cir. 1992) ; see also Fuel Senders, 29 F.Supp.3d at 1001. Although AGC by its terms applies only to claims under federal antitrust law, Defendants state without contradiction that the same or similar principles of antitrust standing govern the state law antitrust claims asserted in GEICO's complaint. See Fuel Senders, 29 F.Supp.3d at 1002 (recognizing that the jurisdictions under which the plaintiffs in that case brought state law antitrust claims "either apply the AGC factors, look to federal law to interpret their state statutes, or apply a similar remoteness analysis to state antitrust claims").

In determining whether GEICO has antitrust standing, the Court must distinguish among the types of injuries alleged in GEICO's complaint and elsewhere in the record. First, GEICO alleges that it has directly purchased relevant auto parts, (see, e.g., SAC at ¶¶ 17-25, 165), although the complaint does not provide any details as to the circumstances in which these purchases have occurred. Next, GEICO states - albeit in its response to Defendants' motion, and not in its complaint - that it is an indirect purchaser of relevant auto parts by virtue of its ownership of a fleet of vehicles. Finally, GEICO identifies three types of payments it has made in its role as an insurer: (i) payments to auto repair professionals on behalf of insureds and third-party claimants for replacement auto parts installed by the repair shop (referred to by Defendants as "Repair Payments"); (ii) reimbursement payments to insureds or third-party claimants to settle automotive damage or repair claims that potentially involved the purchase and installation of replacement auto parts ("Reimbursement Payments"); and (iii) payments to insureds or third-party claimants for the full value of vehicles declared a total loss ("Total Loss Payments"). (See, e.g., SAC at ¶ 49.)

Turning first to the injuries allegedly suffered by GEICO that did not arise from the payment of insurance claims, it is clear that GEICO has standing to pursue antitrust claims arising from these injuries. To the extent that GEICO itself has purchased relevant auto parts at supra-competitive prices, this direct link between Defendants' alleged antitrust violations and resulting harm to GEICO obviates the need for consideration of the AGC factors. See, e.g., In re Cardizem CD Antitrust Litigation, 332 F.3d 896, 911 (6th Cir. 2003) (holding that the alleged injury of "paying higher prices for a product due to a lack of competition in the market" is sufficient to establish antitrust standing). As for the injuries allegedly sustained by GEICO as the owner of a fleet of vehicles, GEICO contends that this alleged harm is precisely the same as the injury claimed by the EPPs in the multidistrict litigation, who likewise are indirect purchasers of auto parts that were installed either (i) in new vehicles purchased by the EPPs, or (ii) in the process of repairing damaged vehicles owned by the EPPs. See, e.g., Fuel Senders, 29 F.Supp.3d at 992-93. As GEICO observes, this Court has held in the multidistrict litigation that EPPs satisfy the AGC standard for antitrust standing, see, e.g., Fuel Senders, 29 F.Supp.3d at 1001-03 ; Wire Harnesses, 2013 WL 2456612, at *14-*18, and Defendants fail to suggest why the outcome should be different here.

Matters are more complicated, however, when considering the injuries allegedly sustained by GEICO in its role as auto insurer. In particular, the AGC factors must be separately analyzed for each type of payment GEICO has made in this capacity. The Court addresses in turn each of the forms of payment made by GEICO as an insurer.

1. Repair Payments

In the case of Repair Payments, GEICO reimburses a repair professional for the cost of replacement auto parts installed in the course of repairing an insured's or third-party claimant's vehicle. In this instance - unlike the other types of payments made by GEICO as an auto insurer - Defendants have no cause for concern that GEICO's payment might have been wholly unrelated to the purchase of auto parts, such that this transaction should be characterized as occurring outside the auto parts market in which Defendants allegedly carried out their price-fixing conspiracies. Rather, the principal AGC factors implicated by GEICO's Repair Payments are the risk of duplicative recovery and the existence of more direct victims of Defendants' alleged antitrust violations. Accordingly, the Court focuses primarily on these two factors in determining whether GEICO has sustained an antitrust injury as a result of its Repair Payments.

In Defendants' view, "[t]he risk of duplicative recovery weighs heavily against standing here." (Defendants' Motion, Br. in Support at 14 (footnote omitted).) In particular, Defendants point to the EPPs in the multidistrict litigation as more direct victims of the alleged price-fixing conspiracies who have "already asserted ... and settled" claims against the Defendant auto part suppliers, and thereby "vindicated the public interest" that might otherwise be served through GEICO's purportedly less direct effort to recoup its Repair Payments. (Id. at 15 (internal quotation marks omitted).) Indeed, Defendants go further in their reply brief, submitting that GEICO "seeks recovery for the same transaction - the same Auto Parts installed in the same vehicles - as the end-payors." (Defendants' Reply Br. at 7 (emphasis in original).) In light of this purported "certainty" that "a more directly affected plaintiff" may challenge - and, in Defendants' view, has challenged - the price-fixing conspiracies alleged by GEICO, Defendants assert that the relevant AGC factors "could not weigh more heavily against antitrust standing." (Defendants' Motion, Br. in Support at 15.)

In response, GEICO does not deny that its claims arising from Repair Payments pose a risk of duplicative recovery. Instead, it more broadly contends that "duplicative recovery is not a properly considered AGC factor in this case," (Plaintiffs' Response Br. at 16), where it has asserted antitrust claims under the laws of jurisdictions that have enacted so-called " Illinois Brick repealer statutes" - that is, statutes that override the Supreme Court's decision in Illinois Brick Co. v. Illinois, 431 U.S. 720, 97 S.Ct. 2061, 52 L.Ed.2d 707 (1977), and allow recovery by indirect purchasers under state law. In support of this sweeping invitation to disregard the possibility of duplicative recovery, GEICO points to this Court's decision in Wire Harnesses, 2013 WL 2456612, at *18, as well as another district court ruling, In re Flash Memory Antitrust Litigation, 643 F.Supp.2d 1133, 1156 (N.D. Cal. 2009), that this Court has cited with approval in the multidistrict litigation.

To be sure, this Court has recognized that a state's enactment of an Illinois Brick repealer statute evidences a state policy to "allow indirect purchasers to bring [antitrust] claims" despite a heightened risk of duplicative recovery. Fuel Senders, 29 F.Supp.3d at 1003 ; see also Wire Harnesses, 2013 WL 2456612, at *18. Yet, the Court has not gone so far as to say that these enactments render the threat of duplicative recovery wholly irrelevant to an antitrust standing inquiry under AGC . To the contrary, rather than relying solely on a state's repeal of Illinois Brick as conclusively resolving AGC 's"duplicative recovery" factor in favor of an indirect purchaser's antitrust standing, this Court has gone on to cite specific allegations by the indirect purchaser that "lessen the risk of duplicative recovery." Wire Harnesses, 2013 WL 2456612, at *18 (citing In re Flash Memory, 643 F.Supp.2d at 1156 ); see also Fuel Senders, 29 F.Supp.3d at 1003. In its Fuel Senders decision, for example, the Court pointed to the indirect purchasers' allegations that the overcharges they paid were "distinct and traceable," and it further observed that the direct purchaser OEMs were not pursuing their own antitrust claims. 29 F.Supp.3d at 1003 ; see also Wire Harnesses, 2013 WL 2456612, at *18 (citing similar allegations of "distinct and traceable" overcharges as "lessen[ing] the risk of duplicative recovery").

Here, in contrast, Defendants state without contradiction that duplicative recovery is not only a possibility but a certainty, where the settlements reached in the multidistrict litigation between the defendant auto parts suppliers and the EPPs define the settlement classes as including indirect purchasers of replacement auto parts. (See Defendants' Motion, Ex. B-2 (chart of relevant settlement agreement provisions).) Thus, the repair professionals who are reimbursed through Repair Payments evidently are eligible to recover in the multidistrict litigation as part of the EPP settlement classes. Moreover, although the Illinois Brick repealer statutes reflect a policy that indirect purchasers should be permitted to bring claims even at the risk of duplicative recovery by direct purchasers, Defendants correctly observe that GEICO's Repair Payment claims "seek[ ] recovery for the same transaction[s] - the same Auto Parts installed in the same vehicles" - that the indirect purchaser repair professionals rely upon to obtain reimbursement through the Repair Payments. (Defendants' Reply Br. at 7 (emphasis in original).) Under these circumstances, two of the AGC factors - the risk of duplicative recovery and the existence of more direct victims - weigh heavily against GEICO's antitrust standing.

The remaining AGC factors do not tip the balance in GEICO's favor with respect to its Repair Payment claims. First, regarding "the nature of [GEICO's] alleged injury[,] including the status of [GEICO] as consumer or competitor in the relevant market," Southaven Land Co. v. Malone & Hyde, Inc., 715 F.2d 1079, 1085 (6th Cir. 1983), all are agreed that the injuries allegedly incurred by GEICO as a result of its Repair Payments were not a product of GEICO's participation in the markets for the various auto parts at issue here. Rather, GEICO made the Repair Payments to reimburse repair professionals, who in turn were indirect purchasers of the relevant auto parts that were the subject of Defendants' alleged price-fixing conspiracies. Nonetheless,