Full opinion text
ORDER ON DEFENDANT’S MOTION FOR SUMMARY JUDGMENT TURNER, District Judge. Plaintiff Paul E. Volpp Tractor Parts, Inc. (“Volpp”) d/b/a CEM Supply Company (“CEM”), filed this action alleging federal and state antitrust violations as well as several state common law claims against defendant Caterpillar, Inc. (“Caterpillar”). Volpp subsequently filed an amended complaint. The essence of the claim is that Caterpillar entered into unlawful arrangements with authorized Caterpillar dealers in which Caterpillar conditioned the sale of its machines upon dealers’ agreements to purchase genuine Caterpillar parts, to the near exclusion of parts offered for sale by CEM and other competitors. The specific claims alleged in the amended complaint are as follows: (1) Action pursuant to Sections 4 and 15 of the Clayton Act, 15 U.S.C. §§ 15 & 26, for treble damages, injunctive relief, and costs, including reasonable attorneys’ fees, for injuries suffered as a result of unlawful “tying” arrangements, in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, and Section 3 of the Clayton Act, 15 U.S.C. § 14; (2) Unlawful combination and conspiracy, in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1; (3) Unlawful agreements made with a view to lessen full and free competition in importation of parts, in violation of Tenn.Code Ann. § 47-25-101; and (4) Intentional interference with prospective business relations. Caterpillar answered and counter-claimed, alleging false representation as to the quality and performance of its parts in violation of section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a). Both parties seek damages and injunctive relief. Caterpillar filed a motion for summary judgment on each claim alleged by Volpp. On Volpp’s tie-in claim (Count 1), Caterpillar argues: (a) that there is no evidence that it “tied” the sale of machines to the sale of replacement parts, (b) that there is no evidence of coercion, (c) that there is no evidence of antitrust injury, and (d) that Volpp cannot show antitrust damages. On Volpp’s conspiracy claim (Count 2), Caterpillar argues that the claim merely duplicates the tie-in claim and that there is no evidence of a conspiracy. On Volpp’s Tennessee antitrust claim (Count 3), Caterpillar maintains that (a) Volpp may not seek damages under the Tennessee Antitrust Statute, (b) that there is no evidence of an unlawful combination, and (c) that Volpp cannot show an anticompeti-tive intent or effect. Finally, on Volpp’s claim for interference with prospective business relations (Count 4), Caterpillar argues that Tennessee law does not recognize the tort and that the claim should accordingly be dismissed. The parties have filed extensive memoran-da and several volumes of exhibits in support of their respective filings. The court heard oral argument on the motion for summary judgment on June 1,1994. I. FACTS In considering the defendant’s motion for summary judgment, the court will believe the evidence of the plaintiff and draw all justifiable inferences in its favor. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 2513-14, 91 L.Ed.2d 202 (1986); accord Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986). 1. Caterpillar, Inc. Caterpillar is engaged in the business of designing, manufacturing and marketing earth-moving, construction, agricultural and materials-handling equipment, engines and replacement parts. Caterpillar sells its products and services through a world-wide network of independent dealerships. Each dealership enters into a contractual “Sales and Service Agreement” with Caterpillar, a portion of which provides as follows: 2. Primary Purpose and [Caterpillar’s] Reliance on Principals (a) Both Dealer’s and [Caterpillar’s] primary purpose in entering into this agreement is to develop and promote the sale of products and to provide a high standard of parts availability and mechanical service to insure satisfaction by users of products. Within the service territory described in Exhibit A, Dealer shall be primarily responsible for fully and adequately developing and promoting the sale to customers and prospective customers located within such territory and for the servicing of all of the products specified in Exhibit A. (b) [Caterpillar] and Dealer agree that Dealer’s effectiveness and ability in achieving such purpose could be adversely affected by Dealer’s affiliation with another organization which is a substantial operator of products. Dealer agrees that during the life of this agreement it will avoid any such affiliation whether by way of capital investment, source of capital, common management, common ownership, or otherwise, except to the extent that [Caterpillar] may otherwise agree in writing. The agreement may be terminated with or without cause on ninety days written notice. 2. Paul E. Volpp Tractor Parts, Inc. Volpp manufactures, assembles and distributes components and parts for off-road heavy construction, mining and logging equipment. These parts, commonly referred to as “non-genuine,” “will-fit” or “gypo” are usually less expensive than genuine parts. Volpp distributes its products through two sales divisions, CEM and Heavy Equipment Parts. Through CEM, Volpp sells parts primarily to dealers for original equipment manufacturers (“OEMs”), including Caterpillar. The parts distributed by CEM for use in Caterpillar equipment include seals, gaskets and “0” rings. Volpp successfully cultivated several Caterpillar dealerships as its principal clients for its Caterpillar-compatible parts. According to Caterpillar, between January 1982 and July 1986, over ninety percent of CEM’s aggregate sales of Caterpillar-compatible parts were made to fifteen Caterpillar dealers. 8. Caterpillar’s Goal To Regain Lost Parts Sales Following Caterpillar’s first three years of losses in its history, the Caterpillar Product Support Department announced plans to move all programs that contribute to short term profitable sales to “top priority.” One such program was the sale of genuine Caterpillar parts to Caterpillar dealers. All district managers, sales managers, and parts and service sales representatives were instructed to “do all those things that we know will work to sell parts.” Specifically, Caterpillar aggressively sought to recapture parts sales business which it lost to competitors when dealers sold “will-fit” parts instead of Caterpillar parts. 4. The ‘ Pilot Exercises ’ Caterpillar developed a mathematical formula for the purpose of identifying dealers who were selling competitive parts. Caterpillar then conducted a “pilot exercise” focused on three dealers: (1) Mustang Tractor & Equipment Co. in Houston, Texas; (2) Taylor Machinery Co. in Memphis, Tennessee; and (3) Pape’ Brothers, Inc. in Eugene, Oregon. This exercise confirmed the accuracy of Caterpillar’s formula. Caterpillar “confronted” those dealers and sought to aggressively persuade them to purchase their parts almost exclusively from Caterpillar. Eventually, these dealers were persuaded to source almost exclusively from Caterpillar. 5. Spreading The Word Caterpillar’s pilot exercise had an effect beyond the three dealers directly involved. Word spread throughout the dealer network that Caterpillar was “getting serious” about the practice of selling non-genuine parts. Caterpillar welcomed and encouraged this effect. Tom Headington at Caterpillar recommended that Caterpillar “take an official position strongly discouraging dealer sourcing non-genuine parts where a genuine Caterpillar part is available to the dealer from Caterpillar.” The issue of non-genuine parts sales was addressed at a Caterpillar “Worldwide Marketing Management Meeting” in October of 1985 in Galesburg, Illinois. It was determined that dealers who “outsource” would be “personally contacted by district/region managers and reminded of their obligations to CTCo.” It was further determined that if the personal contact produced no reaction from the dealer, “one or more persuasive measures [could] be employed: suspension of parts returns; 100 percent inspection of warranty parts; [and] a dealer requirement to identify non-genuine parts on customer invoices.” Also at the Galesburg meeting, Caterpillar initiated a challenge to increase incremental parts sales worldwide by $200 million. The emphasis on “dealer sourcing loyalty” was expected to account for $40-$50 million toward this total. Caterpillar made the decision that local representatives would have a “ Woodshed’ talk” with dealers “who are into nongenuine parts” and send out a “sourcing loyalty letter.” Caterpillar’s official position on the issue of non-genuine parts sales went out on May 12, 1986, in the form of a letter from Dave Lewis to all dealers, region managers and district managers. The position statement was as follows: The basis of our agreements with dealers is our expectation that they will adequately represent the Caterpillar products designated in those agreements to our satisfaction. The use of genuine Caterpillar parts is essential to the performance of our dealers’ obligation to support Caterpillar prime products and the fulfillment of their obligation to adequately represent the entire Caterpillar product line — including parts. The letter further informs the dealers that: District Managers will be discussing this subject with you as appropriate. I encourage those of you affected by this position to review your current sourcing and sales practices and do what is necessary to ensure your practices are consistent with the effective representation of Caterpillar and our common interests. 6. Caterpillar’s Instructions To District Managers On Approaching Dealers Who Sell Non-Genuine Parts Caterpillar sent copies of this letter to all district managers in advance of its distribution to dealers. In addition to the letter, district managers were given several documents for use in communicating with dealers who sell non-genuine parts. One such document attempts to answer the question, “What do you say to the dealer who buys from competitors and says, “why shouldn’t I buy this part from your competitor? It seems like good quality and it’s 25% less than your price?”’ The suggested response is as follows: [Y]ou can buy from whomever you choose — we have no control over that. But, I would ask you a similar question. Why shouldn’t we sell tractors or parts to your competitor — perhaps the local Ko-matsu dealer? They may be happy to buy many items from us at good prices — our sales and profits could increase. The document goes on to emphasize the importance of Caterpillar and its dealers “helping each other” in their “mutual interest.” It concludes with “[o]ne last question — our agreement implies that you will totally represent Caterpillar — if you do not represent us for specific items in your service territory, who should we look to be the Caterpillar representative in your territory for these items?” Caterpillar sent another “dealer sourcing” letter to district managers, with “support materials” attached, as a follow-up to the May 12, 1986 “position statement.” These materials were “designed to assist [district managers] in [their] understanding of this issue, as well as future dealer discussions.” The first “support material” attachment is the May 12, 1986 letter from Dave Lewis itself. The second attachment is a “position statement” which states, inter aUty as follows: Today dealers consider and/or actively source for resale nongenuine parts. This practice displaces the sale of new/remanu-factured genuine Caterpillar parts. It is estimated to cost NACD between $50-$100 M annually in parts sales revenue. Dealer sourcing of nongenuine parts which displace the sale of genuine Caterpillar parts for the purpose of improved gross profit is unacceptable. Districts should advise dealers that Caterpillar is committed to providing competitive prices which generate a reasonable (aggregate) return to the dealer. We realize (and so do most dealers) that there will be situations where an individual transaction may not provide this return. Nevertheless, we expect dealers to pursue the total opportunity. The third attachment is a definition of a genuine Caterpillar part: “A genuine Cat part is a part manufactured by or for Caterpillar which is sold under a Caterpillar trademark.” The final “support material” attachment to Mr. Meadows’ July 18, 1986 Memo includes two documents. The first is a sample copy of a “district action letter” which district managers could send to dealers. The second is a summary of a “successful attempt at encouraging one dealer to source only genuine CAT parts.” The sample “district action letter” states as follows: Under our dealership agreement, you have an obligation to adequately represent Caterpillar products including parts. Representation of directly competitive parts adversely affects that obligation. If you choose to stock non-genuine parts, we expect it to be only as an accommodation to customers who insist upon purchasing such parts. We would expect you to not promote such products where we provide genuine Caterpillar parts. In failing to adequately represent us, you create some serious problems which inhibit our ability to do business with _ is our only dealer in_ You have elected to eliminate your representation of certain Caterpillar products. Will the list be ever growing? If so, we may be forced to consider who will represent us in __ for such items and whether we wish to have more than one dealer in the area. The “summary” in the final “support material” attachment to Mr. Meadows’ Memo describes the manner in which Caterpillar successfully convinced one of the “phot” dealerships to purchase all of its parts requirements from Caterpillar sources. The summary states that “[i]t is hoped that this document will be beneficial for other districts with similar problems.” The summary explains how Caterpillar representatives prepared for the “showdown” by gathering data indicating a “significant reduction in purchases of certain CAT parts commodities.” It then details the discussions with dealer principals who were called into the district office and presented with the findings. The discussion included emphasis on all of the reasons why Caterpillar felt that its parts were superior to those of its competitors. The discussion concluded with one last question to the dealer: “our agreement implies that you will totally represent Caterpillar — if you do not represent us for specific items in your service territory, who should we look to to be the Caterpillar representative in your territory for these items?” The summary states that “[a]t the conclusion of the meeting, it was made clear that the dealer was free to represent any product (or parts) line they wished. However, if they chose not to completely represent our lines, we would have to seek that representation in some other fashion.” Caterpillar then gave the dealer one week to give notice of which course of action they would be taking. The summary concludes by stating that the dealer decided “to completely represent CAT parts” and that the dealership continues to be “clean.” 7.Caterpillar’s Response To An Anonymous Tip In late 1986, Caterpillar received a letter from an anonymous “concerned but loyal Caterpillar dealer” who informed the company that certain dealers were selling non-genuine parts through their used parts departments. A handwritten note on that letter indicates that a Caterpillar representative “will address it in [his] NACD remarks ... to the extent agreeable by legal.” Mr. D.V. Fites then had this to say at the September 1986 NACD Dealer Meeting: And speaking of winning the battle and losing the war, let me raise one further point in the strongest terms possible. We have recently received a report indicating that several dealers are involved in the nongenuine parts business through then-used parts operations. We are currently in the process of investigating this report. Let me just say that I urge all of you to examine your used parts activities. If you are in the nongenuine parts business, I urge you to get out. If you’re not in it, don’t get in. I can think of nothing more injurious to our mutual long-term future than assisting competitive parts manufacturers to gain a stronger market position through our own distribution organization. 8. The Success Of Caterpillar’s Campaign Caterpillar’s efforts to reduce sales of non-genuine parts by Caterpillar dealers proved quite successful. Sales of Caterpillar parts increased as dealers dropped or decreased their sales of non-genuine parts in favor of genuine Caterpillar parts. Similarly, CEM lost sales to Caterpillar dealers, while then-sales in other markets continued to grow. At issue in the instant litigation is whether Caterpillar’s attempts to increase parts sales, in the manner in which it did, were improper. 9. Caterpillar’s Proof Caterpillar submitted, inter alia, seventy-eight affidavits from employees (usually presidents, vice-presidents, chairmen of the board, or other executive positions) at various Caterpillar dealerships throughout the United States. The affidavits detail the policies and practices at dealerships with respect to purchasing parts from sources other than Caterpillar. The affidavits also describe the reasons behind such policies and practices. A common theme in almost every affidavit is either (1) assurances that Caterpillar has not threatened, pressured or coerced the dealership on the issue of purchasing non-genuine parts, or (2) assurances that policy decisions at the dealership are not based on threats, pressure or coercion. Caterpillar submitted additional evidence challenging Volpp’s substantive claims as well as Volpp’s damage theory. 10. Volpp’s Proof In addition to the proof discussed supra, Volpp has submitted volumes of anecdotal evidence pertaining to Caterpillar’s communications with various specific dealerships. Much of this evidence is inadmissible hearsay, particularly the evidence contained in “Sales Call Reports” and “Unfair Competition Reports” prepared by CEM to describe conversations with employees at several Caterpillar dealerships. However, much of the evidence, described infra, is admissible. As noted, one tactic used by Caterpillar to increase parts sales was to inform dealers identified as sellers of non-genuine parts that Caterpillar would take certain protective measures. Among them were: (1) requiring inspections of all warranty claims submitted by the dealer, and (2) suspension or auditing of all year-end parts returns. Volpp has conceded that these measures are reasonable when employed in order to protect the integrity of Caterpillar’s warranty and parts return programs. However, Volpp has submitted evidence to indicate that Caterpillar may have intended these measures not to further these reasonable goals but in order to “punish” or “sanction” dealers for selling non-genuine parts. In addition, Volpp has submitted evidence to suggest that Caterpillar was acting with an intent to flex its muscle over dealers in attempting to increase sales of genuine Caterpillar parts. Some evidence suggests that this intention was communicated directly to dealers. Ultimately, Caterpillar’s only power over dealers is cancellation of the dealership. However, to this court’s knowledge of the record, Caterpillar has never terminated a dealership on the basis of non-genuine parts sales. On some occasions in communicating with dealers, Caterpillar characterized the practice of selling non-genuine parts in such a way that a reasonable dealer could conclude that Caterpillar regarded the practice as a violation of the dealer’s contractual obligations under the Sales and Service Agreement. Caterpillar did this by describing the practice of selling non-genuine parts and then stating that this may be occurring despite the dealer’s intention to “totally represent Caterpillar, as the agreement requires.” (a) Boyce Machinery Volpp has submitted evidence that a Caterpillar representative named Tom Neely made an arguably threatening statement to an employee at Boyce Machinery Co. Boyce had been involved in purchasing non-genuine parts, including CEM parts, beginning in the early 1980s. When Mr. Neeley began making telephone inquiries, Boyce employees took actions to hide their purchases of non-genuine parts because they felt Mr. Neeley would “disapprove.” On at least one occasion, Mr. Neeley did disapprove. At a later time, in reference to the purchase of non-genuine parts at other dealerships, Mr. Nee-ley indicated to Paul Hubert, Inventory Control Manager at Boyce, that “somebody could lose their contract over it — somebody could lose their dealership over it.” Boyce “slowed down” their outside purchases for two or three months because such purchases made Caterpillar “unhappy.” (b)Carlton Co. Volpp has submitted evidence that Carlton Co. attempted to prevent Caterpillar from discovering its purchases of CEM parts. Carlton would split its orders for seals and gaskets between Caterpillar parts and CEM parts in order to hide the CEM purchases. (c)Mustang Tractor Co. As noted, Mustang Tractor Co. was one of three dealerships selected by Caterpillar in its “pilot exercise.” Caterpillar representatives had discussions with Mustang about its practice of selling non-genuine parts. The result of those discussions was that Mustang was to “develop an action plan to return to sourcing from Cat.” Caterpillar “directed” Mustang to “[selectively disengage from most [of its]” alternatively sourced parts business by the end of November 1985. Mustang was permitted to continue dealing with CEM “for now.” Mustang later agreed to “stop doing business with CEM ... in exchange for [Caterpillar’s] assistance on hydraulic and turbocharger repair option development.” (d)Rozier Machinery Co. Caterpillar learned about Rozier’s practice of buying from alternative sources. Caterpillar representatives asked “about the quality of the parts, [stated] the fact that they were unhappy with the fact that [Rozier was] doing it, and [stated] that there was an agreement between Caterpillar and the dealers that parts would be purchased, replacement parts would be purchased from Caterpillar.” Caterpillar pressed this in terms of an obligation. The district manager of the Jacksonville District at Caterpillar, Mr. R.F. Noonan, sent a letter to Dabo Dabasinskas, the General Manager at Rozier, on February 26, 1986. That letter stated as follows: Under our dealership agreement you have an obligation to adequately represent Caterpillar products including parts. Representation of directly competitive parts adversely affects that obligation. If you choose to stock non-genuine parts, we expect it to be only as an accommodation to customers who insist upon purchasing such parts. We would expect you to not promote such products where we provide genuine Caterpillar parts. In failing to adequately represent us, you create some serious problems which inhibit our ability to do business with Rozier_ Rozier is our only dealer in central Florida. You have elected to eliminate your representation of certain Caterpillar products. Will the list be ever growing? If so, we may be forced to consider who will represent us in central Florida for such items and whether we wish to have more than one dealer in the area. The letter from Mr. Noonan prompted an angry response from the dealer principal at Rozier, Mr. Robert Blanchard. Mr. Blanchard wrote to Mr. Noonan and objected to “the threatening nature of the letter.” In early 1986, Rozier decided to stop buying outside parts “because Caterpillar was unhappy and [Caterpillar was] telling [Rozier] they were very unhappy about it.” Chuck Bacon at Rozier notified CEM by letter that it would no longer be purchasing CEM products. Mr. Bacon expressed “regret” at “having to write this letter.” (e)Taylor Machinery Co. As noted, Taylor Machinery Co. was one of three dealerships selected by Caterpillar in its “pilot exercise.” Caterpillar representatives had discussions with Taylor about their practice of selling non-genuine parts. The district management took a “strong posture” and “fully expect[ed] the practice to stop.” Mr. J.G. Evans from Caterpillar “confronted” Jon Thompson and Ed Newton at Taylor with “overwhelming evidence” of Taylor’s involvement in competitive parts. Mr. Thompson eventually “confessed,” and Mr. Evans asked them to “consider the consequences of their actions.” Mr. Evans met later with Mr. Thompson on August 13, 1985, making himself clear that Taylor was free to purchase from whomever it chose. Mr. Evans then stated that “if [Taylor] chose not to completely represent [Caterpillar’s] lines, [Caterpillar] would have to seek that representation in some other fashion.” Taylor made the decision to purchase parts only from Caterpillar in order to “clear their bad name” and have all “sanctions” against them removed. Taylor apparently stood by this decision and “cleaned up their act,” dealing solely with genuine Caterpillar parts. (f)West Texas Equipment Co. Volpp has submitted evidence that Mr. Burdett at Caterpillar approached Mr. Bill Caudy at West Texas Equipment Co. (West Texas was involved in selling parts from CEM and S.K. Wellman) and “[i]n a heavy handed manner and tone,” asked why and where Caudy was buying these non-genuine parts. Mr. Burdett then told Mr. Caudy “in an accusatory tone” that West Texas Equipment was the only dealership in the .territory that was buying competitive parts. Shortly after this confrontation, Mr. Bur-dett’s boss, Mr. Stephenson, instructed Mr. Burdett to stop all outside purchasing. (g)Whayne Supply Co. In late 1984, Mr. Dan Walsh at Caterpillar sent a letter to Mr. Omer Lamkin at Whayne Supply Co. That letter stated, in pertinent part, as follows: This letter expresses our concern over Whayne’s current practice of sourcing non-genuine parts and reiterates some of our opinions as to “why you should buy from us”. At the advent, let me say we are acutely aware Whayne Supply Company is an independent business and as such has the right to sell any product, to any customers in any area. We, as a supplier to Whayne, have an obligation to provide you with quality, high-value products which you can merchandise at a profit. You and I both know the Caterpillar/dealer enterprise has grown far above that simple definition — and I propose its success is due largely to that increased commitment. We also haven’t lost track of the success you have had with the Caterpillar products you do represent. Omer, no doubt due to the difficult economy, some current suppliers and numerous other companies have increased their efforts to secure a portion of your parts orders. While we all may be surprised to the extent this happens in the Caterpillar family, we suspect it isn’t management’s intention, but rather the action of some well-intentioned employee. What results is dealers that fully intend to represent CAT (as the agreement requires) find themselves offering competitive parts.... The letter goes on to detail many of the advantages of Caterpillar parts, including product quality, distribution, price and other concerns. It concludes as follows: _ That Whayne has chosen to use non-genuine parts is very disturbing. Situations such as these severely limit your Caterpillar contacts’ motivation to “fight” for your special requests (i.e. re-instating the GET Specialist or increasing our participation in u/c merchandising).... We are committed to merchandising our parts only through a strong Caterpillar dealer organization. We ask you to make a similar commitment in return. Mr. Lamkin responded to Mr. Walsh by defending Whayne’s practice of purchasing a “limited” quantity of non-genuine parts. Mr. Walsh then notified Mr. Lamkin that Caterpillar would “monitor all transmission warranty claims until source of the parts and cause of failure can be verified.” Mr. Walsh also notified Mr. Lamkin that “similar limitations” would be required on Whayne’s surplus parts returns. Mr. Walsh informed Mr. Lamkin that these were protective measures to be put in place “[u]ntil [Caterpillar] can respond to [Whayne’s] concerns and regain [Whayne’s] business.” Whayne Supply Co. thereafter changed its policy and ceased the practice of buying competitive parts for stock. Whayne’s new policy permitted the purchase of non-genuine parts only in repairing downed machines and only where unacceptable delays in delivery prevented the use of authorized parts. Whayne’s new policy absolutely prohibited the purchase of competitive parts where the part was “such that its failure would lead to potential warranty claims against the manufacturer if it should fail.” This was viewed as a “positive action” by Caterpillar. II. DISCUSSION 1. Summary Judgment Standards Summary judgment is proper “if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Fed.R.Civ.P. 56(e). Rule 56(c) mandates the entry of summary judgment, “after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish the existence of an element essential to that party’s ease, and on which that party will bear the burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265 (1986). However, Rule 56(c) is not a requirement that the moving party negate his opponent’s claim, but does require a showing of an absence of evidence supporting the non-moving party’s case. U.S. v. Currency $267,961.07, 916 F.2d 1104, 1108 (6th Cir.1990) (citing Celotex, 477 U.S. at 323, 106 S.Ct. at 2552-53). The standard for granting summary judgment mirrors the directed verdict standard under Rule 50(a), which requires the court to grant a directed verdict where there can be but one reasonable conclusion. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250, 106 S.Ct. 2505, 2511, 91 L.Ed.2d 202 (1986). A scintilla of evidence in support of the non-moving party’s position is not sufficient to successfully oppose summary judgment; “there must be evidence on which the jury could reasonably find for the plaintiff.” Pierce v. Commonwealth Life Ins. Co., 40 F.3d 796, 800 (6th Cir.1994) (quoting Anderson, 477 U.S. at 252, 106 S.Ct. at 2512). No genuine issue for trial exists “where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986). Initially, Rule 56 requires the moving party to inform the court of the basis for the motion, and to identify those portions of the “pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, which it believes demonstrate the absence of a genuine issue of material fact.” Celotex, 477 U.S. at 323, 106 S.Ct. at 2553. The non-moving party may oppose the motion with any of the evidentiary materials listed in Rule 56(c), but reliance on the pleadings alone is not sufficient to withstand summary judgment. Anderson, 477 U.S. at 248, 106 S.Ct. at 2510. In ruling on a summary judgment motion the court accepts as true the non-moving party’s evidence, draws all justifiable inferences in favor of the non-moving party, and does not weigh the evidence or the credibility of witnesses. Id. at 255, 106 S.Ct. at 2513-14. Substantive law determines which facts are material; that is, which facts might affect the outcome of the suit under the governing law. Id. at 248, 106 S.Ct. at 2510. Irrelevant or unnecessary facts do not preclude summary judgment even when they are in dispute. Id. The issue of fact must be genuine. Fed.R.Civ.P. 56(c), (e). To establish a genuine issue of fact the non-moving party “must do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita, 475 U.S. at 586, 106 S.Ct. at 1356; Pierce, 40 F.3d at 800. The non-moving party must come forward with specific facts showing that there -is a genuine issue for trial. Matsushita, 475 U.S. at 587, 106 S.Ct. at 1356; Pierce, 40 F.3d at 800. A summary judgment determination is essentially an inquiry as to “whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law.” Anderson, 477 U.S. at 251-52, 106 S.Ct. at 2512. The Supreme Court has affirmed the appropriateness of summary judgment in antitrust cases. Eastman Kodak Co. v. Image Technical Servs., Inc., 504 U.S. 451, 468, 112 S.Ct. 2072, 2083, 119 L.Ed.2d 265 (1992) (“If plaintiff’s theory is economically senseless, no reasonable jury could find in its favor, and summary judgment should be granted); Matsushita, 475 U.S. 574, 106 S.Ct. 1348 (antitrust conspiracy claim dismissed because of plaintiffs’ failure, after several years of detailed discovery, to put forward significant probative evidence of the alleged conspiracy); First Nat'l Bank of Arizona, etc. v. Cities Serv. Co., 391 U.S. 253, 284-90, 88 S.Ct. 1575, 1590-93, 20 L.Ed.2d 569 (1968); White Motor Co. v. United States, 372 U.S. 253, 259, 83 S.Ct. 696, 699-700, 9 L.Ed.2d 738 (1963). Here, both parties have engaged in significant discovery, and in the absence of any material factual dispute, summary judgment is an appropriate procedural tool for this case. The Sixth Circuit has also recognized the propriety of summary judgment in antitrust cases. See, e.g., Bouldis v. Suzuki Motor Corp., 711 F.2d 1319, 1324-25 (6th Cir.1983); Smith M.D. v. Northern Michigan Hosp., Inc., 703 F.2d 942, 947-48 (6th Cir.1983). Therefore, the court agrees with defendant’s assertion that if it demonstrates that no factual dispute is present and that it should prevail as a matter of law, summary judgment should be rendered in its favor. 2. Volpp’s Federal Antitrust Claims (Counts I and II) Volpp has alleged two federal antitrust claims in its complaint (Counts I and II). Count I alleges unlawful “tying” arrangements under both Section 1 of the Sherman Act and Section 3 of the Clayton Act. Count II alleges unlawful combination and conspiracy under Section 1 of the Sherman Act. Volpp has standing to bring this action for injunctive relief, treble damages, and costs, including a reasonable attorney’s fee, pursuant to Section 4 of the Clayton Act, 15 U.S.C. § 15, and Section 16 of the Clayton Act, 15 U.S.C. § 26. The Supreme Court has explained the purpose of the Sherman Act as follows: The Sherman Act was designed to be a comprehensive charter of economic liberty aimed at preserving free and unfettered competition as the rule of trade. It rests on the premise that the unrestrained interaction of competitive forces will yield the best allocation of our economic resources, the lowest prices, the highest quality and the greatest material progress, while at the same time providing an environment conducive to the preservation of our democratic political and social institutions. But even were that premise open to question, the policy unequivocally laid down by the Act is competition. Northern Pac. R.R. Co. v. United States, 356 U.S. 1, 4, 78 S.Ct. 514, 517, 2 L.Ed.2d 545 (1958). The Court has consistently held that Section 1 of the Sherman Act only proscribes unreasonable restraints of trade. See Business Elec. Corp. v. Sharp Elec. Corp., 485 U.S. 717, 723, 108 S.Ct. 1515, 1518-19, 99 L.Ed.2d 808 (1988) (citing those eases). Section 3 of the Clayton Act was intended “to complement the Sherman Act and to facilitate achievement of its purposes by reaching, in their ineipieney, acts and practices that promise, in their full growth, to impair competition in interstate commerce.” Gulf Oil Corp. v. Copp Paving Co., 419 U.S. 186, 201, 95 S.Ct. 392, 401, 42 L.Ed.2d 378 (1974). Specifically, Section 3 of the Clayton Act intended to declare illegal “contracts of sale made upon the agreement or understanding that the purchaser shall not deal in the goods of a competitor or competitors of the seller, which may ‘substantially lessen competition or tend to create a monopoly.’ ” Standard Co. v. Magrane-Houston Co., 258 U.S. 346, 356, 42 S.Ct. 360, 362, 66 L.Ed. 653 (1922). (a) Volpp’s Tying Arrangement Claim (Count I) i. Elements of a Tying Claim A tying arrangement is “an agreement by a party to sell one product [the tying product] but only on the condition that the buyer also purchases a different (or tied) product, or at least agrees that he will not purchase that product from any other supplier.” Northern Pacific, 356 U.S. at 5-6, 78 S.Ct. at 518 (emphasis added). A tying arrangement may violate either Section 3 of the Clayton Act or Section 1 of the Sherman Act. Davis v. Marathon Oil Co., 528 F.2d 395, 398 (6th Cir.1975), cert. denied, 429 U.S. 823, 97 S.Ct. 75, 50 L.Ed.2d 85 (1976). The Clayton Act makes it “unlawful for a person engaged in commerce” to “make a sale or contract for sale of goods” on the “condition, agreement or understanding that the ... purchaser thereof shall not use or deal in the goods ... of a competitor or competitors of the lessee or seller, where the effect of such ... sale[ ] or contract for sale or such condition, agreement or understanding may be to substantially lessen competition or tend to create a monopoly in any line of commerce.” 15 U.S.C. § 14. Although the language of the Clayton Act does not specifically address tying claims, concern regarding the “anticompetitive character of tying arrangements” was expressed during the enactment of § 3. Jefferson Parish Hosp. Dist. No. 2 v. Hyde, 466 U.S. 2, 10, 104 S.Ct. 1551, 1557, 80 L.Ed.2d 2 (1984); See H.R.Rep. No. 627, 63d Cong., 2d Sess., 101-3 (1914); S.Rep. No. 698 63d Cong., 2d Sess., 6-9 (1914). Thus, the language of the Clayton Act coupled with its legislative history provided an impetus for the courts’ subsequent development of tying arrangement theory. A tying arrangement may violate Section 1 of the Sherman Act “if the seller has ‘appreciable economic power’ in the tying product market and if the arrangement affects a substantial volume of commerce in the tied market.” Eastman Kodak Co. v. Image Technical Servs., Inc., 504 U.S. 451, 462, 112 S.Ct. 2072, 2079, 119 L.Ed.2d 265 (1992) (quoting Fortner Enters., Inc. v. United States Steel Corp., 394 U.S. 495, 503, 89 S.Ct. 1252, 1258-59, 22 L.Ed.2d 495 (1969)). Many tying arrangements have long been considered unreasonable restraints of trade under the Sherman Act. See Int’l Salt Co. v. United States, 332 U.S. 392, 68 S.Ct. 12, 92 L.Ed. 20 (1947); Fortner Enters., Inc., 394 U.S. 495, 89 S.Ct. 1252. Tying claims may violate Section 3 of the Clayton Act pursuant to the same test as the Sherman Act if the tie-in involves goods, wares, merchandise or other commodities. Jefferson Parish, 466 U.S. at 23-24, n. 39, 104 S.Ct. at 1564-1565, n. 39 (same substantive standards used by Sherman and Clayton Acts); Bouldis, 711 F.2d at 1330; Marathon Oil Co., 528 F.2d at 398 (“The standard of illegality under the two statutes [Sherman and Clayton Acts] are similar.”). The Supreme Court has set forth two distinct methods of proving an unlawful tying arrangement pursuant to Section 3 of the Clayton Act and Section 1 of the Sherman Act. The first employs a presumption that an agreement is an antitrust violation, thus invoking a per se illegality rule to classify the agreement; the second, called “rule of reason” analysis, “requires the factfinder to decide whether under all the circumstances of the case the restrictive practice imposes an unreasonable restraint on competition.” Lie v. St. Joseph Hosp., 964 F.2d 567, 569 (6th Cir.1992) (quoting Arizona v. Maricopa County Medical Soc’y, 457 U.S. 332, 102 S.Ct. 2466, 73 L.Ed.2d 48 (1982)). Therefore, the two acknowledged methods of proving the existence of a tying arrangement are the per se and “rule of reason” approaches. In determining which analysis the court should apply, it must first decide whether the specific factual context of this case warrants per se treatment. See Business Electronics, 485 U.S. at 726, 108 S.Ct. at 1520-21 (there is a “presumption in favor of the rule-of-reason standard, [and] departure from that standard must be justified by demonstrable economic effect”); Smith Mach. Co. Inc. v. Hesston Corp., 878 F.2d 1290, 1296 (10th Cir.1989), cert. denied, 493 U.S. 1073, 110 S.Ct. 1119, 107 L.Ed.2d 1026 (1990) (per se rules appropriate only for “conduct that is manifestly anticompetitive,” ... [and] “ordinarily rule of reason analysis should be employed to determine whether a practice violates the Sherman Act”) (citing Business Electronics, 485 U.S. at 723-24, 108 S.Ct. at 1518-20). ii. Vertical Non-Price Restraints: Line Forcing v. Tying Arrangements The facts of this case resemble a line forcing situation where “a manufacturer agrees to license or grant a franchise to a dealer to sell its products only if the dealer sells a full or representative line of those products.” David Pester, Antitrust Law: Removing the Confusion in Tying Arrangement Jurisprudence, 1990 Ann.Surv.Am.L. 699, 737 (1992). Line-forcing is, to a great extent, a type of tying arrangement. Id. at 741. The plaintiff in this case alleges that Caterpillar is “forcing” its dealers to fully stock Caterpillar parts. However, in the typical line-forcing arrangement competitors of the defendant manufacturer are not foreclosed from selling to the dealer; the dealer is simply forced to carry a full line of the manufacturer’s products (including some products the dealer may not have wanted, or may have chosen to buy elsewhere). See Smith Machinery, 878 F.2d at 1296 (In most line-forcing situations the manufacturer does not prohibit the dealer from carrying competing lines). In the instant case, Volpp claims that not only is Caterpillar requiring that its dealers fully stock genuine parts, but that Caterpillar is also foreclosing competitors, such as itself, from selling non-genuine parts to its dealers. Therefore, although this case has some characteristics generally associated with a line-forcing arrangement, it is not wholly representative of a pure line-forcing situation. Instead, this case most closely resembles a line-forcing exclusive dealing arrangement because the manufacturer is forcing the dealer to buy its full line, to the exclusion of all other competitors. See Roy B. Taylor Sales, Inc. v. Hollymatic Corp., 28 F.3d 1379 (5th Cir.1994), cert. denied, — U.S. —, 115 S.Ct. 779, 130 L.Ed.2d 673 (1995) (involving an exclusive dealing line-forcing arrangement). Plaintiff alleges that Caterpillar unlawfully tied sales of its equipment to sales of Caterpillar replacement parts, thereby excluding Caterpillar’s competitors in the parts market from access to Caterpillar dealerships. Plaintiff contends that Caterpillar sales of machinery represent the tying product, while replacement parts are the tied product. For the purposes of this portion of the analysis, the court will accept those allegations of plaintiffs as true and will assume the presence of a tie. With this assumption, the court will focus its inquiry on whether or not that tie is illegal. See Jefferson Parish, 466 U.S. at 11, 104 S.Ct. at 1558 (finding that not all tying arrangements, or refusals to sell two products separately, necessarily restrain competition). The distinction between line-forcing and traditional tying arrangements is significant because several courts have treated them differently when deciding whether a particular scenario violates the antitrust laws. Pester, Removing the Confusion at 737; see Smith Machinery, 878 F.2d 1290; Parts & Electric I v. Sterling Electric, Inc., 826 F.2d 712 (7th Cir.1987), aff’d, Parts & Electric II v. Sterling Electric, Inc., 866 F.2d 228 (7th Cir.1988), cert. denied, 493 U.S. 847, 110 S.Ct. 141, 107 L.Ed.2d 100 (1989). Most importantly, some courts have held that per se treatment is inappropriate for line-forcing situations and that in such eases rule of reason analysis should be applied. Id. Because the court finds persuasive the position that the circumstances underlying line-forcing are different from standard tie-in arrangements, the court adopts the analysis of those courts that have recognized the distinction. Thus, in considering that the facts of this case fall somewhere between pure line-forcing and a tie, the question before the court becomes whether or not per se analysis is appropriate here. While reconciling these competing principles, the court remains mindful of the admonition of the Jefferson Parish Court that “[t]he legality of [the challenged] conduct depends on its competitive consequences, not on whether it can be labeled ‘tying.’” 466 U.S. at 21 n. 34, 104 S.Ct. at 1563 n. 34. Therefore, because the facts of this case do not fall clearly within any pre-delineated scenario, the court abandons the myriad of confusing labels in favor of following the basic principles underlying antitrust law. See Eastman Kodak, 504 U.S. at 466, 112 S.Ct. at 2082 (“Legal presumptions that rest on formalistic distinctions rather than actual market realities are generally disfavored in antitrust law.”). iii. Smith Machinery & Roy B. Taylor Sales Most significant to the court’s analysis are the Tenth Circuit’s decision in Smith Mach. Co. v. Hesston Corp., 878 F.2d 1290 (10th Cir.1989), cert. denied, 493 U.S. 1073, 110 S.Ct. 1119, 107 L.Ed.2d 1026 (1990), and the Fifth Circuit’s decision in Roy B. Taylor Sales, Inc. v. Hollymatic Corp., 28 F.3d 1379 (5th Cir.1994), cert. denied, — U.S. —, 115 S.Ct. 779, 130 L.Ed.2d 673 (1995). In Smith Machinery, the plaintiff alleged that the defendant, a manufacturer of farm machinery, had unlawfully tied the sale of its tractors to other farm machinery products. In affirming the district court’s grant of summary judgment for the defendant, the court noted that line forcing is a vertical non-price restraint. Id. 878 F.2d at 1295. A vertical non-price restraint is “an agreement between entities at different levels of distribution that does not purport to affect prices or price levels charged for the goods.” Id. Relying on the Supreme Court’s decision in Business Electronics, 485 U.S. 717, 108 S.Ct. 1515, which held that vertical non-price restraints are not per se illegal, the Tenth Circuit concluded that line forcing arrangements, because they are vertical non-price restraints, should likewise be exempt from per se treatment. See id. (“We concluded [in Continental Inc. v. GTE Sylvania Inc., 433 U.S. 36, 97 S.Ct. 2549, 53 L.Ed.2d 568 (1977) ] that vertical nonprice restraints had not been shown to have such a ‘pernicious effect on competition’ and to be so ‘lacking in redeeming value’ as to justify per se illegality.”). Tying arrangements between manufacturers and dealers are also a form of vertical restraint and under certain circumstances should only be subject to rule of reason analysis. See Jean Wegman Burns, The New Role of Coercion in Antitrust, 60 Fordham L.Rev. 379, 435 n. 3 (1991) (“Vertical restraints (in the form of vertical pricing, territory, and customer restrictions) and tying arrangements are both vertical restraints in the sense that both affect (and usually limit) the freedom of choice of a party on another level of the distribution chain.”); Jefferson Parish, 466 U.S. at 35, n. 2, 104 S.Ct. at 1570, n. 2 (O’Connor, J. concurring) (“Exclusive contracts, that, like tie-ins, require the buyer to purchase a product from one seller, are subject only to the rule of reason.”); Business Electronics, 485 U.S. at 717, 108 S.Ct. at 1516 (“Although vertical agreements on resale prices are illegal per se, extension of that treatment to other vertical restraints must be based on demonstrable economic effect rather than upon formalistic line-drawing.”). In Taylor, the Fifth Circuit reversed the jury’s finding of an unlawful tie and instead held in favor of the defendant manufacturer. 28 F.3d 1379. Hollymatic was a manufacturer of hamburger patty products and sold hamburger patty machines and paper products to its dealer (plaintiff). Id. at 1381. Hollymatic and Taylor had a contractual agreement that Taylor would use its “best efforts” to sell and service the full line of Hollymatic products. Id. Implicit in that agreement was that Taylor would not purchase patty paper from any of Hollymatic’s competitors. Id. After selling only Holly-matic patty paper for several years, Taylor began to purchase a substitute. Id. Holly-matic confronted Taylor about its purchases from Hollymatic’s competitors, and the parties attempted to forge a new agreement. Id. When they could not come to terms over the amount of patty paper that Taylor would be required to purchase each month, Holly-matic severed its relationship with Taylor. Id. Taylor then brought suit against Holly-matic alleging that it unlawfully tied the sale of hamburger patty machines to patty paper. While assuming the presence of a tie, the Taylor court found that the tie between patty machines and paper did not violate the antitrust laws because it had no anticompetitive effect on the market. The court based its decision on the fact that the tie did not limit the ultimate choices available to consumers because customers purchasing patty machines from Taylor were free to purchase their patty paper elsewhere. See Taylor, 28 F.3d at 1383 (“Where, however, only dealers are subject to a tie, competitors do not lose a segment of the tied market if there are genuine alternative paths to consumers.”) (emphasis in original). Relying on the cardinal antitrust principle that “the antitrust laws protect competition, not competitors,” (quoting Brown Shoe Co. v. United States, 370 U.S. 294, 320, 82 S.Ct. 1502, 1521, 8 L.Ed.2d 510 (1962)), the Taylor court decided that the absence of any anticompetitive harm to the consumer prevented the court from allowing the jury verdict to stand. The court further explained that not all tying arrangements, or refusals to sell two products separately, necessarily restrain competition. Taylor, 28 F.3d at 1382 (citing Jefferson Parish, 466 U.S. at 11, 104 S.Ct. at 1558). Because the alleged tie in the Taylor case was also a vertical nonprice restraint, the court was further convinced that it should not be subject to per se analysis. Id. at 1383. The court reasoned that “there must be proof ‘as a threshold matter of a substantial potential for impact on competition in order to justify per se condemnation.’ ” Id. at 1382 (quoting Jefferson Parish, 466 U.S. at 16, 104 S.Ct. at 1560). The instant case involves a vertical restraint because Caterpillar and its dealers are “at different levels of distribution” and the alleged restraint has not resulted in Caterpillar charging significantly higher prices for its parts as is normally associated with monopolist activity. In Business Electronics, 485 U.S. at 735, 108 S.Ct. at 1525, the Court held that “[ejconomic analysis supports the view, and no precedent opposes it, that a vertical restraint is not illegal per se unless it includes some agreement on price or price levels.” Therefore, although the facts of this case amount to a hybrid between line-forcing and tying, they are most definitely characteristic of a vertical non-price restraint. Because vertical non-price restraints are generally not subject to per se analysis, the per se test should not be applied in this case. See Int’l Logistics Group, Ltd. v. Chrysler Corp., 884 F.2d 904, 906 (6th Cir.1989) (“[vertical restraints] must be judged by the criteria of a ‘rule of reason’ analysis rather than the rubric of ‘per se’ illegality.”); Business Electronics, 485 U.S. at 717, 108 S.Ct. at 1516-17 (vertical non-price restraints, such as exclusive territory agreements, are not illegal per se). iv. Effect on the Consumer Most significant to the courts’ decisions in Smith Machinery and Taylor, and extremely relevant to this case, is the courts’ reliance on the fact that in most line-forcing situations, even those that involve exclusive-dealing arrangements like Taylor; the ultimate consumer is not harmed by the arrangement. See Taylor, 28 F.3d at 1378-79 (“Such an arrangement [exclusive-dealing line-forcing/tie] is not the sort that would always or almost always tend to restrict competition and decrease output. It does not threaten competition to the same extent as tying arrangements that bind ultimate consumers.”). Focusing on ultimate consumers is encouraged by the antitrust laws themselves. See e.g., Smith Machinery, 878 F.2d at 1296 (“The primary objective of the Sherman Act is to benefit consumers by promoting efficient and beneficial competition”); (“[We have always] considered alleged antitrust violations in light of their effect on consumers, not on competitors.”) (citing Westman Commission Company v. Hobart International, Inc., 796 F.2d 1216, 1220 (10th Cir.1986)). The Supreme Court has also focused on the alleged antitrust violation’s effect on the consumer to determine whether an illegal tying arrangement exists. See e.g., Jefferson Parish, 466 U.S. at 18, 104 S.Ct. at 1561 (“[O]ur analysis of the tying issue must focus on the hospital’s sale of services to its patients, rather than its contractual arrangements with the providers of anesthesiological services.”). Because consumers are not hurt by vertical non-price restraints between manufacturers and dealers, the type of line-forcing/exclusive arrangement found in this case should not be subject to the same per se treatment as traditional tying arrangements. It is true that competitors such as Volpp may be harmed by line-forcing situations that limit their opportunities with particular outlets; however, the antitrust laws were “designed to protect competition, not competitors.” Brown Shoe Co. v. United States, 370 U.S. 294, 320, 82 S.Ct. 1502, 1521, 8 L.Ed.2d 510 (1962). The consumers in this case still have significant choice as well as a guarantee of price competition in the replacement parts market, both of which the antitrust laws protect. The only negative consequence for a consumer of an exclusive line-forcing arrangement, like the one here, is the potential loss of convenience. It is true that the affected consumers in this case may not be able to purchase everything they want in the same place (i.e. machinery, service and parts). However, the Taylor court held that “[t]he fact that consumers might buy goods because of convenience created by a tie does not suffice as evidence of an unreasonable restraint on competition.” Taylor, 28 F.3d at 1385. What the plaintiff in the instant case must demonstrate is that the tie “as it actually operated in the marketplace” harmed competition. Breaux Brothers Farms, Inc. v. Teche Sugar Co., Inc., 21 F.3d 83, 86 (5th Cir.1994) (quoting Jefferson Parish, 466 U.S. at 31, 104 S.Ct. at 1568). Plaintiff has not produced such evidence. Although consumers of Caterpillar machinery may not be able to buy non-genuine parts at Caterpillar dealerships, they may still purchase non-genuine parts on the open market. Volpp has alternative paths to consumers through its HEP marketing arm and its related chain of distribution. The HEP marketing arm sells its parts to repair shops, tractor parts operations, seal houses, OEM attachment manufacturers and to exporters. See Martin Tr. at 61-62, 75-76, 106-08; Request for Admission Nos. 242, 252, 253, 255, 294-305 and plaintiffs responses Ex. 91-93 (DX 180-82). Plaintiff can also still sell to other OEM dealers besides Caterpillar. See supra p. 1212. Further, although Plaintiff may have lost sales to Caterpillar dealers, their sales in other markets have continued to grow. Decl. of Larry Gray, p. 41, Ex. # 1.0 to Volpp’s Response (Vol. 1). These facts demonstrate that the only exclusion that plaintiff has experienced as a result of the alleged tie is its “exclusion” from free-riding on defendant’s own dealer distribution system. The only drawback for Caterpillar consumers, with whom the antitrust laws are most concerned, is that they may be prevented from purchasing a non-genuine part at a Caterpillar dealer. For Caterpillar equipment owners that prefer to have their equipment serviced at Caterpillar dealers and also prefer to use non-genuine parts, Caterpillar’s line-forcing will likely cause inconvenience. However, the antitrust laws were not designed to protect convenience, but were enacted to safeguard competition. Caterpillar equipment owners can service their equipment at places other than Caterpillar dealerships where non-genuine parts are stocked and sold. There is no guarantee implicit in the antitrust laws that manufacturers will always have unrestricted access to any and all outlets through which they desire to sell their products. This is particularly true where a competitor, such as Caterpillar, has exerted tremendous effort to set up a dealer distribution chain for its own products. Plaintiff has no federally protected right to access the Caterpillar dealership market— there is no free-rider guarantee in the antitrust laws. Accordingly, plaintiff has failed to produce evidence that the alleged tie in this case, as it actually operated in the market, harmed competition or created a substantial potential for impacting competition negatively. Therefore, in paying heed to the venerable principles of antitrust law, the court finds that per se analysis is inappropriate here and will accordingly review this case under rule of reason principles. v. Rule of Reason Analysis The “rule of reason” approach requires that the party challenging the alleged unlawful tie set forth the tying arrangement itself and that the arrangement is “an unreasonable restraint on competition.” Arizona v. Maricopa County Medical Soc’y, 457 U.S. 332, 343, 102 S.Ct. 2466, 2472, 73 L.Ed.2d 48 (1982); Beard v. Parkview Hosp., 912 F.2d 138, 140 (6th Cir.1990). As the Supreme Court held in Nat’l Soc’y of Professional Eng’rs v. United States, 435 U.S. 679, 691, 98 S.Ct. 1355, 1365, 55 L.Ed.2d 637 (1978), “the inquiry mandated by the Rule of Reason is whether the challenged agreement is one that promotes competition or one that suppresses competition.” See also Taylor, 28 F.3d at 1386 (“To establish an unreasonable restraint of trade, Taylor’s proof must have included evidence from which the jury could have found that Hollymatic’s actions had a substantially adverse impact on competition.”) (citations omitted). Volpp bears the burden of demonstrating that Caterpillar’s actions had such an “actual adverse effect on competition.” “Assessing such an impact requires an inquiry into the conditions of the relevant market.” Smith Machinery, 878 F.2d at 1296. Under certain circumstances, tying arrangements may actually promote competition. See IX Phillip E. Areeda, Antitrust Law P 1703g, at 50 (1991) (“suggesting that [t]ying sometimes benefits society by protecting quality, lowering costs or increasing value, increasing price competition, aiding entry, or rewarding a valuable patent.”). Thus, “to the extent that a manufacturer’s distribution practices enhance competition in the consumer market, they should be encouraged despite their effect on suppliers in an intermediate distribution market.” Smith Machinery, 878 F.2d at 1296. Even considering the facts in the light most favorable to the non-moving party, Volpp has not set forth any evidence that competition in the marketplace for replacement parts has been suppressed or is likely to be suppressed. Rather, the evidence in the record suggests that Caterpillar’s aggressive promotion of its own products may have actually stimulated competition and resulted in Caterpillar becoming more price and service cons