UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

RAINBOW CHEVROLET, INC. D/B/A 

CUTTER CHEVROLET; STOEBNER 

HOLDINGS, INC., D/B/A HONDA 

WINDWARD, on behalf of themselves and all

others similarly situated, 

 Plaintiffs, 

vs. 

HITACHI, LTD., HITACHI AUTOMOTIVE 

SYSTEMS, LTD., HITACHI AUTOMOTIVE 

SYSTEMS AMERICAS, INC., DENSO 

INTERNATIONAL KOREA 

CORPORATION, DENSO CORPORATION, 

DENSO INTERNATIONAL AMERICA, 

INC., AISIN SEIKI CO., LTD., AISIN 

AUTOMOTIVE CASTING, LLC, DELPHI 

AUTOMOTIVE LLP, DELPHI 

AUTOMOTIVE SYSTEMS, LLC, DELPHI 

POWERTRAIN SYSTEMS KOREA LTD., 

MITSUBISHI ELECTRIC CORPORATION, 

MITSUBISHI ELECTRIC AUTOMOTIVE 

AMERICA, INC., MIKUNI 

CORPORATION, and MIKUNI AMERICAN 

CORPORATION, 

 Defendants. 

Case No. 2:15-cv-10014-LJM-RSW 

Related to: 12-md-02311; 2:13-cv-02500; 

and, 2:13-cv-02502 

CLASS ACTION COMPLAINT 

Jury Trial Demanded 

Filed Under Seal Pursuant to Hawaii Revised 

Statute 480-13.3(a)(1) 

CLASS ACTION COMPLAINT

Plaintiffs Rainbow Chevrolet, Inc., d/b/a Cutter Chevrolet (“Plaintiff Rainbow”) and 

Stoebner Holdings, Inc. d/b/a Honda Windward (“Plaintiff Windward”) (collectively “Plaintiffs”), 

file this Class Action Complaint on behalf of themselves and all others similarly situated (the 

“Classes” as defined below). 

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Plaintiffs bring this class action for damages, injunctive relief, and other relief pursuant to 

federal antitrust laws and state unjust enrichment, antitrust, unfair competition, and consumer 

protection laws, demand a trial by jury, and allege as follows: 

NATURE OF ACTION 

1. This lawsuit is brought as a proposed class action against Defendants Hitachi, 

Ltd., Hitachi Automotive Systems, Ltd., Hitachi Automotive Systems Americas, Inc. 

(collectively with the former Hitachi Automotive Systems Group of Hitachi, Ltd. as it existed 

prior to July 1, 2009; the former Unisia JECS Corporation; the former Hitachi Unisia 

Automotive, Ltd.; and the former Tokico, Ltd, “Hitachi”), DENSO International Korea 

Corporation (“DIKR”), DENSO Corporation and DENSO International America, Inc. 

(collectively, “DENSO”), Aisin Seiki Co., Ltd. and Aisin Automotive Casting, LLC 

(collectively, “Aisin”), Delphi Automotive LLP, Delphi Automotive Systems, LLC, and Delphi 

Powertrain Systems Korea Ltd. (collectively, Delphi”), Mitsubishi Electric Corporation and 

Mitsubishi Electric Automotive America, Inc. (collectively, “MELCO”), and Mikuni 

Corporation and Mikuni American Corporation (collectively, “Mikuni”) (collectively, 

“Defendants”) and unnamed co-conspirators, manufacturers and/or suppliers of Valve Timing 

Control Devices (defined below) for engaging in a long-running conspiracy to unlawfully fix, 

artificially raise, maintain and/or stabilize prices, rig bids for, and allocate the market and 

customers in the United States for Valve Timing Control Devices. 

2. Plaintiffs seek to represent all automobile dealers, during the period from and 

including January 1, 2000 through the present (the “Class Period”), purchased vehicles1 which 

included one or more Valve Timing Control Device(s) as a component part, or purchased one or 

 

1

 “Vehicles” as used here, means any new vehicles purchased by automobile dealers throughout the United

States, including but not limited to sedans, trucks and sport utility vehicles. 

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more Valve Timing Control Devices(s) as a replacement part, which were manufactured or sold 

by Defendants, any current or former subsidiary of Defendants or any co-conspirator of 

Defendants. 

3. “Valve Timing Control Devices” a/k/a variable valve timing devices control the 

opening/closing timing of the intake valve and exhaustive valve according to driving conditions 

and are part of the engine management system of the automotive market. Each Valve Timing 

Control Device includes the variable cam timing (“VCT”), actuator and/or solenoid valve. In 

addition, some Valve Timing Control Devices contain an oil flow control valve (“OCV”). The 

OCV distributes oil, discharged from the engine oil pump, to two oil chambers of each VCT, 

controlling the oil amounts of the oil chambers. Valve Timing Control Manufacturers sell VCTs 

and OCVs together and separately. The VCT controls the opening/closing timing of the valve 

consistent with the oil amounts of the oil chambers. Valve Timing Control Devices may also be 

referred to as “variable valve timing” systems. 

4. Defendants manufacture, market, and sell Valve Timing Control Devices 

throughout and into the United States. Defendants and other co-conspirators (as yet unknown) 

agreed, combined, and conspired to fix, raise, maintain, and/or stabilize prices, rig bids and 

allocate market shares for Valve Timing Control Devices. 

5. The U.S. Department of Justice’s (“DOJ”) Antitrust Division is currently 

conducting a broad criminal investigation into illegal price fixing and bid rigging in the 

automotive parts industry. As part of its criminal investigation, the DOJ is seeking information 

about unlawful anticompetitive conduct in the market for a number of different but related 

automotive parts, and the Federal Bureau of Investigation (“FBI”) has participated in raids, 

pursuant to search warrants, carried out in the offices of a number of major competitors in the 

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automotive parts industry. The automotive parts investigation is the largest criminal 

investigation the Antitrust Division has ever pursued, both in terms of its scope and the potential 

volume of commerce affected by the alleged illegal conduct. The ongoing cartel investigation of 

price-fixing and bid-rigging in the automotive parts industry has yielded over $2.4 billion in 

criminal fines. The European Commission Competition Authority (“EC”) has also conducted 

dawn raids at the European offices of several automotive parts manufacturers. 

6. On September 26, 2013, the DOJ announced that Hitachi Automotive Systems, 

Ltd. agreed to plead guilty and pay a $195 million criminal fine for its role in a conspiracy to fix 

prices of automotive parts, including Valve Timing Control Devices, sold to automobile 

manufacturers, including, Nissan Motor Company, Ltd., Honda Motor Company, Ltd., General 

Motors Company, Ford Motor Company, Toyota Motor Corporation, Chrysler Group LLC, and 

Fuji Heavy Industries Ltd., and certain of their subsidiaries, affiliates and suppliers, in the United

States and elsewhere, from at least as early as January 2000 until at least February 2010. The 

combination and conspiracy engaged in by Defendant Hitachi Automotive Systems, Ltd. and its 

co-conspirators was in unreasonable restraint of interstate and foreign trade and commerce in 

violation of the Sherman Antitrust Act, 15 U.S.C. § 1. 

7. Defendants and their co-conspirators participated in a combination and conspiracy 

to suppress and eliminate competition in the automotive parts industry by agreeing to rig bids 

for, and to fix, stabilize, and maintain the prices of, Valve Timing Control Devices sold to 

automobile manufacturers and others in the United States. The combination and conspiracy 

engaged in by Defendants and their co-conspirators was in unreasonable restraint of interstate 

and foreign trade and commerce in violation of the Sherman Antitrust Act, 15 U.S.C. § 1, state 

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antitrust, unfair competition and consumer protection laws and the state common law of unjust 

enrichment. 

8. On June 30, 2014, the DOJ announced that a federal grand jury returned a onecount Indictment against Takashi Toyokuni, Ken Funasaki, Kazunobu Tsunekawa and Tomiya 

Itakura of Hitachi Automotive Systems Ltd. for agreeing to allocate the supply of, rig bids for, 

and fix, stabilize and maintain the prices of, certain automotive parts sold to various automobile 

manufacturers such as, Ford Motor Company, General Motors LLC, Nissan Motor Co. Ltd., 

Toyota Motor Corporation, and Honda Motor Company, Ltd., and others, and certain of their 

subsidiaries, in the United States and elsewhere. For purposes of the Indictment, “automotive 

parts” included, among other parts, Valve Timing Control Devices. 

9. Defendant Aisin Seiki Co., Ltd. has agreed to plead guilty to a one-count 

Information and to pay a $35.8 million criminal fine for its participation in a combination and 

conspiracy to suppress and eliminate competition in the automotive parts industry by agreeing to 

allocate customers of, rig bids for, and fix, stabilize, and maintain the prices of, Valve Timing 

Control Devices sold to automobile manufacturers, including General Motors Company, Nissan 

Motor Co., Ltd., Volvo Car Corporation, BMW AG, and certain of their subsidiaries, affiliates, 

and suppliers, for installation in vehicles manufactured and sold in the United States and 

elsewhere, from as early as September 2000 and continuing until at least February 2010. The 

combination and conspiracy engaged in by Defendant Aisin Seiki Co., Ltd. and its coconspirators was in unreasonable restraint of interstate and foreign trade and commerce in 

violation of the Sherman Antitrust Act, 15 U.S.C. § 1. 

10. Defendant DENSO Corporation agreed to plead guilty to a two-count criminal 

Information and to pay a $78 million fine for participating in a combination and conspiracy to 

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suppress and eliminate competition in the automotive parts industry by agreeing to rig bids for, 

and to fix, stabilize, and maintain the prices of, certain electronic control units (“ECUs”) and 

heater control panels (“HCPs”) sold to an automobile manufacturer in the United States and 

elsewhere from at least as early as January 2000 until at least February 2010. The combination 

and conspiracy engaged in by Defendant DENSO Corporation and its co-conspirators was in 

unreasonable restraint of interstate and foreign trade and commerce in violation of the Sherman 

Antitrust Act, 15 U.S.C. § 1. 

11. In addition to the fact that Defendant DENSO Corporation pleaded guilty and 

agreed on its own behalf and on behalf of its subsidiaries to cooperating in the government’s 

investigation, several of its high-ranking executives have pleaded guilty to criminal price-fixing 

in the automotive parts industry. 

12. On March 26, 2012, the DOJ announced that Norihiro Imai, an executive of 

Defendant DENSO Corporation, agreed to serve one year and one day in a U.S. prison, pay a 

$20,000 criminal fine, and plead guilty to a one-count criminal Information charging him with 

engaging in a conspiracy to rig bids for, and to fix, stabilize and maintain the prices of HCPs sold 

to customers in the United States and elsewhere. 

13. On April 26, 2012, the DOJ announced that Makoto Hattori, an executive of 

Defendant DENSO Corporation, agreed to serve fourteen months in a U.S. prison, pay a $20,000 

criminal fine, and plead guilty to a one-count criminal Information charging him with engaging 

in a conspiracy to rig bids for, and to fix, stabilize, and maintain the prices of HCPs sold to a 

customer in the United States and elsewhere. 

14. On May 21, 2013, the DOJ announced that Yuji Suzuki, an executive of 

Defendant DENSO Corporation, agreed to serve sixteen months in a U.S. prison, pay a $20,000 

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criminal fine, and plead guilty to a two-count criminal Information for his role in a conspiracy to 

rig bids for, and to fix, stabilize, and maintain the prices of ECUs and HCPs sold in the United 

States and elsewhere. Also on May 21, 2013, the DOJ announced that Hiroshi Watanabe an 

executive of Defendant DENSO Corporation, agreed to serve fifteen months in a U.S. prison, 

pay a $20,000 criminal fine, and plead guilty to a one-count criminal Information for his role in a 

conspiracy to rig bids for, and to fix, stabilize, and maintain the prices of HCPs sold in the 

United States and elsewhere. 

15. On February 20, 2014, the DOJ announced that Kazuaki Fujitani, a former 

executive of Defendant DENSO corporation, agreed to serve one year and one day in a U.S. 

prison and plead guilty to a one-count criminal Information charging him with obstruction of 

justice for deleting numerous e-mails and electronic documents upon learning the FBI was 

executing a search warrant on Defendant DENSO International America, Inc. in connection with 

the DOJ’s investigation into a conspiracy to fix the prices of HCPs installed in automobiles sold 

in the United States and elsewhere. 

16. On June 30, 2014, the DOJ announced that Satoru Horisaki, a former executive of 

Defendant DENSO corporation, agreed to serve one year and one day in a U.S. prison, pay a 

$20,000 criminal fine, and plead guilty to a one-count criminal Information charging him with 

participating in a conspiracy to agree upon bids and prices for, and allocate the supply of, 

automotive instrument panel clusters sold to Honda of America Manufacturing Co. Inc., in the 

United States and elsewhere. 

17. Defendant Mitsubishi Electric Corporation agreed to plead guilty and to pay a 

criminal fine of $190 million for participating in a combination and conspiracy to suppress and 

eliminate competition in the automotive parts industry by agreeing to rig bids for, and to fix, 

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stabilize, and maintain the price of, certain automotive parts sold to automobile manufacturers, 

including Ford Motor Company, General Motors LLC, Chrysler Group LLC, Fuji Heavy 

Industries Ltd., Nissan Motor Company, Ltd., Honda Motor Company, Ltd., Toyota Motor 

Corporation, and certain of their subsidiaries, in the United States and elsewhere, from at least as 

early as January 2000 until at least February 2010. “Automotive parts,” for purposes of the plea 

agreement, included, among other products, VCT and variable valve timing. The combination 

and conspiracy engaged in by Defendant Mitsubishi Electric Corporation and its co-conspirators 

was in unreasonable restraint of interstate and foreign trade and commerce in violation of the 

Sherman Antitrust Act, 15 U.S.C. § 1. 

18. On June 30, 2014, the DOJ announced that a federal grand jury returned a threecount Indictment against Atsushi Ueda, Minoru Kurisaki, and Hideyuki Saito, current and former 

executives of Mitsubishi Electric Corporation, for their participation in a conspiracy to fix the 

prices of certain automotive parts, including starter motors, alternators, and ignition coils. Count 

one charged Atsushi Ueda, Minoru Kurisaki, and Hideyuki Saito with participating in a 

conspiracy to suppress and eliminate competition in the automotive parts industry by agreeing to 

allocate the supply of, rig bids for, and fix, stabilize, and maintain the prices of, various 

automotive parts sold to Ford Motor Company., General Motors LLC, Chrysler Group LLC, Fuji 

Heavy Industries Ltd., Nissan Motor Company Ltd., Honda Motor Company Ltd., and certain of 

their subsidiaries, in the United States and elsewhere. Count two charged Minoru Kurisaki and 

Hideyuki Saito with knowingly conspiring to obstruct justice by destroying documents and 

corruptly persuading, and attempting to persuade others, to destroy documents related to an 

official proceeding, grand jury investigation, and U.S. agency investigation. Count three charged 

Hideyuki Saito with knowingly and corruptly persuading, or attempting to persuade, other 

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employees of Mitsubishi Electric Corporation to destroy or conceal paper documents and delete 

electronic data that may contain evidence of antitrust crimes in the United States and elsewhere 

with the intent to impair the objects’ availability and integrity for use in an official proceeding. 

19. As a direct result of the anti-competitive and unlawful conduct alleged herein, 

Plaintiffs and the Classes (as defined below) paid artificially inflated prices for Valve Timing 

Control Devices during the Class Period and have thereby suffered antitrust injury to their 

business or property. 

JURISDICTION AND VENUE 

20. Plaintiffs bring this action under Section 16 of the Clayton Act (15 U.S.C. § 26) to 

secure equitable and injunctive relief against Defendants for violating Section 1 of the Sherman 

Act (15 U.S.C. § 1). Plaintiffs also assert claims for actual and exemplary damages pursuant to 

state antitrust, unfair competition, and consumer protection laws, and the state common law of 

unjust enrichment, and seek to obtain restitution, recover damages and secure other relief against 

Defendants for violations of those state laws. Plaintiffs and the Classes also seek attorneys’ fees, 

costs, and other expenses under federal and state law. 

21. This Court has jurisdiction over the subject matter of this action pursuant to 

Section 16 of the Clayton Act (15 U.S.C. § 26), Section 1 of the Sherman Act (15 U.S.C. § 1), 

and 28 U.S.C. §§ 1331 and 1337. This Court has subject matter jurisdiction of the state law 

claims pursuant to 28 U.S.C. §§ 1332(d) and 1367, in that: (i) this is a class action in which the 

matter or controversy exceeds the sum of $5,000,000, exclusive of interests and costs, and in 

which some members of the proposed Classes are citizens of a state different from Defendants; 

and (ii) Plaintiffs’ state law claims form part of the same case or controversy as their federal 

claims under Article III of the United States Constitution. 

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22. Venue is proper in this District pursuant to Section 12 of the Clayton Act (15 

U.S.C. § 22) and 28 U.S.C. §§ 1391 (b), (c), and (d) because a substantial part of the events 

giving rise to Plaintiffs’ claims occurred in this District, a substantial portion of the affected 

interstate trade and commerce discussed below has been carried out in this District, and 

Defendants reside, are licensed to do business in, are doing business in, had agents in, or are 

found or transact business in this District. 

23. This Court has in personam jurisdiction over Defendants because Defendants, 

either directly or through the ownership and/or control of their subsidiaries, inter alia: (a) 

transacted business in the United States, including in this District; (b) directly or indirectly sold 

or marketed substantial quantities of Valve Timing Control Devices throughout the United 

States, including in this District; (c) had substantial aggregate contacts with the United States as 

a whole, including in this District; (d) targeted customers in the United States, including in this 

District; or (e) were engaged in an illegal price-fixing conspiracy that was directed at, and had a 

direct, substantial, reasonably foreseeable and intended effect of causing injury to the business or 

property of persons and entities residing in, located in, or doing business throughout the United 

States, including in this District. Defendants also conduct business throughout the United States, 

including in this District, and have purposefully availed themselves of the laws of the United 

States. 

24. Defendants engaged in conduct both inside and outside of the United States that 

caused direct, substantial and reasonably foreseeable and intended anticompetitive effects upon 

interstate commerce within the United States. 

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25. The activities of Defendants and their co-conspirators were within the flow of, 

were intended to, and did have a substantial effect on interstate commerce of the United States. 

Defendants’ products are sold in the flow of interstate commerce. 

26. Valve Timing Control Devices manufactured abroad by Defendants and sold for 

use in automobiles in the United States are goods brought into the United States for sale and 

therefore constitute import commerce. To the extent any Valve Timing Control Devices are 

purchased in the United States and such Valve Timing Control Devices do not constitute import 

commerce, Defendants’ unlawful activities with respect thereto, as more fully alleged herein 

during the Class Period, had, and continue to have, a direct, substantial and reasonably 

foreseeable effect on United States commerce. The anticompetitive conduct, and its effect on 

United States commerce described herein, proximately caused antitrust injury to Plaintiffs and 

members of the Classes in the United States. 

27. By reason of the unlawful activities hereinafter alleged, Defendants substantially 

affected commerce throughout the United States, causing injury to Plaintiffs and members of the 

Classes. Defendants, directly and through their agents, engaged in activities affecting all states, 

to fix, raise, maintain, and/or stabilize prices, rig bids and allocate the market and customers in 

the United States for Valve Timing Control Devices, which conspiracy unreasonably restrained 

trade and adversely affected the market for Valve Timing Control Devices. 

28. Defendants’ conspiracy and wrongdoing described herein adversely affected 

automobile dealers in the United States. 

PARTIES 

Plaintiffs 

29. Plaintiff Rainbow is a Hawaii corporation with its principal place of business in 

Honolulu, Hawaii. Plaintiff Rainbow is an authorized Chevrolet dealer who bought Chevrolet2:15-cv-10014-MOB-MKM Doc # 1 Filed 02/11/15 Pg 11 of 91 Pg ID 11
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brand vehicles containing Valve Timing Control Devices manufactured by one or more of the 

Defendants or their co-conspirators, as well as Valve Timing Control Devices manufactured by 

one or more of the Defendants or their co-conspirators, during the Class Period. 

30. During the Class Period, Plaintiff Rainbow purchased vehicles containing Valve 

Timing Control Devices manufactured by Defendants or their co-conspirators. Plaintiff Rainbow 

also purchased Valve Timing Control Devices, manufactured by Defendants or their coconspirators, for its repair and service business, during the Class Period. Plaintiff Rainbow 

purchased and received both the afore-mentioned vehicles and Valve Timing Control Devices in 

Hawaii. Plaintiff Rainbow has also displayed, sold, serviced, and advertised its vehicles in 

Hawaii during the Class Period. 

31. Plaintiff Windward is a Hawaii corporation with its principal place of business in 

Kaneohe, Hawaii. Plaintiff Windward is an authorized Honda dealer who bought Honda-brand 

vehicles containing Valve Timing Control Devices manufactured by one or more of the 

Defendants or their co-conspirators, as well as Valve Timing Control Devices manufactured by 

one or more of the Defendants or their co-conspirators, during the Class Period. 

32. During the Class Period, Plaintiff Windward purchased vehicles containing Valve 

Timing Control Devices manufactured by one or more Defendants or their co-conspirators. 

Plaintiff Windward also purchased Valve Timing Control Devices, manufactured by one or more 

Defendants or their co-conspirators, for its repair and service business, during the Class Period. 

Plaintiff Windward purchased and received both the afore-mentioned vehicles and Valve Timing 

Control Devices in Hawaii. Plaintiff Windward has also displayed, sold, serviced, and 

advertised its vehicles in Hawaii during the Class Period. 

Defendants 

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33. Defendant Hitachi, Ltd. is a Japanese corporation with its principal place of 

business in Tokyo, Japan. Hitachi, Ltd. – directly and/or through its subsidiaries, which it 

wholly owned and/or controlled – manufactured, marketed and/or sold Valve Timing Control 

Devices that were purchased throughout the United States, including in this District, during the 

Class Period, including by firms that sold such Valve Timing Control Devices to Plaintiffs and 

class members. Unisia JECS Corporation, a former Japanese corporation, manufactured, 

marketed and/or sold Valve Timing Control Devices – directly and/or through its subsidiaries, 

which it wholly owned and/or controlled – that were purchased throughout the United States, 

including in this District, during the Class Period, including by firms that sold such Valve 

Timing Control Devices to Plaintiffs and class members. On October 1, 2002, Unisia JECS 

Corporation became a wholly owned subsidiary of Hitachi, Ltd. and was renamed Hitachi Unisia 

Automotive, Ltd. On May 26, 2004, Hitachi Unisia Automotive, Ltd. was merged into Hitachi, 

Ltd and dissolved. Upon information and belief, Hitachi, Ltd. retained the liabilities of Hitachi 

Unisia Automotive, Ltd., and Unisia JECS Corporation. 

34. Defendant Hitachi Automotive Systems, Ltd. is a Japanese corporation with its 

principal place of business in Tokyo, Japan. Hitachi Automotive Systems, Ltd. – directly and/or 

through its subsidiaries, which it wholly owned and/or controlled – manufactured, marketed 

and/or sold Valve Timing Control Devices that were purchased throughout the United States, 

including in this District, during the Class Period, including by firms that sold such Valve 

Timing Control Devices to Plaintiffs and Class Members. 

35. Defendant Hitachi Automotive Systems Americas, Inc. is a Delaware corporation 

with its principal place of business in Harrodsburg, Kentucky. It is a subsidiary of and wholly 

owned and/or controlled by its parent, Hitachi Automotive Systems, Ltd. Hitachi Automotive 

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Systems Americas, Inc. manufactured, marketed and/or sold Valve Timing Control Devices that 

were purchased throughout the United States, including in this District, during the Class Period. 

At all times during the Class Period its activities were under the control and direction of Hitachi 

Automotive Systems, Ltd., which controlled its policies, sales and finances. 

36. Defendant DENSO Corporation is a Japanese corporation with its principal place 

of business in Kariya, Aichi Prefecture, Japan. DENSO Corporation – directly and/or through its 

subsidiaries, which it wholly owned and/or controlled – manufactured, marketed and/or sold 

Valve Timing Control Devices that were purchased throughout the United States, including in 

this district, during the Class Period, including by firms that sold such Valve Timing Control 

Devices to Plaintiffs and class members. 

37. Defendant DENSO International America, Inc. is a Delaware corporation with its 

principal place of business in Southfield, Michigan. It is a subsidiary of and wholly owned 

and/or controlled by its parent, DENSO Corporation. DENSO International America, Inc. – 

directly and/or through its subsidiaries, which it wholly owned and/or controlled – manufactured, 

marketed, and/or sold Valve Timing Control Devices that were purchased throughout the United 

States, including in this District, during the Class Period, including by firms that sold such Valve 

Timing Control Devices to Plaintiffs and class members. At all times during the Class Period, its 

activities in the United States were under the control and direction of its Japanese parent, which 

controlled its policies, sales, and finances. 

38. Defendant DENSO International Korea Corporation is a Korean corporation with 

its principal place of business in Uiwang-si, South Korea. It is a subsidiary of and wholly owned 

and/or controlled by its parent, DENSO Corporation. Defendant DENSO International Korea 

Corporation manufactured, marketed and/or sold Valve Timing Control Devices that were 

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purchased throughout the United States, including in this District, during the Class Period, 

including by firms that sold such Valve Timing Control Devices to Plaintiffs and class members. 

At all times during the Class Period, its activities in the United States were under the control and 

direction of its Japanese parent, which controlled its policies, sales, and finances. 

39. Defendant Aisin Seiki Co., Ltd. is a Japanese corporation with its principal 

place of business in Kariya, Japan. Defendant Aisin Seiki Co., Ltd. – directly and/or through its 

subsidiaries, which it wholly owned and/or controlled – manufactured, marketed and/or sold 

Valve Timing Control Devices that were purchased throughout the United States, including in 

this district, during the Class Period, including by firms that sold such Valve Timing Control 

Devices to Plaintiffs and class members. 

40. Defendant Aisin Automotive Casting, LLC is a Kentucky limited liability 

company with its principal place of business in London, Kentucky. It is a subsidiary of and 

wholly owned and/or controlled by its parent, Aisin Seiki Co., Ltd. Aisin Automotive Casting, 

LLC – directly and/or through its subsidiaries, which it wholly owned and/or controlled – 

manufactured, marketed, and/or sold Valve Timing Control Devices that were purchased 

throughout the United States, including in this District, during the Class Period, including by 

firms that sold such Valve Timing Control Devices to Plaintiffs and class members. At all times 

during the Class Period, its activities in the United States were under the control and direction of its 

Japanese parent, which controlled its policies, sales, and finances. 

41. Defendant Delphi Automotive LLP is a public limited company incorporated 

under the laws of England and Wales with its principal place of business in Troy, Michigan. 

Defendant Delphi Automotive LLP – directly and/or through its subsidiaries, which it wholly 

owned and/or controlled – manufactured, marketed and/or sold Valve Timing Control Devices 

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that were purchased throughout the United States, including in this district, during the Class 

Period, including by firms that sold such Valve Timing Control Devices to Plaintiffs and class 

members. 

42. Defendant Delphi Automotive Systems, LLC is a Delaware corporation with 

its principal place of business in Troy, Michigan. It is a subsidiary of and wholly owned and/or 

controlled by its parent, Delphi Automotive LLP. Delphi Automotive Systems, LLC – directly 

and/or through its subsidiaries, which it wholly owned and/or controlled – manufactured, 

marketed, and/or sold Valve Timing Control Devices that were purchased throughout the United 

States, including in this District, during the Class Period, including by firms that sold such Valve 

Timing Control Devices to Plaintiffs and class members. At all times during the Class Period, its 

activities in the United States were under the control and direction of its English and Welsh parent, 

which controlled its policies, sales, and finances. 

43. Defendant Delphi Powertrain Systems Korea Ltd. (“DPSK”) is a limited liability 

company under the laws of South Korea, with its principal place of business in South Korea. It 

is a Delphi joint venture and controlled by Delphi Automotive LLP. DPSK – directly and/or 

through other entities– manufactured, marketed, and/or sold Valve Timing Control Systems that 

were purchased throughout the United States, including in this District, during the Class Period, 

including by firms that sold such Valve Timing Control Devices to Plaintiffs and class members. 

During the Class Period, its activities were under the control and direction of Delphi Automotive 

LLP, which controlled its policies, sales, and finances. 

44. Defendant Mitsubishi Electric Corporation is a Japanese corporation with its 

principal place of business in Tokyo, Japan. Mitsubishi Electric Corporation – directly and/or 

through its subsidiaries, which it wholly owned and/or controlled – manufactured, marketed 

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and/or sold Valve Timing Control Devices that were purchased throughout the United States, 

including in this District, during the Class Period, including by firms that sold such Valve 

Timing Control Devices to Plaintiffs and class members. 

45. Defendant Mitsubishi Electric Automotive America, Inc. is a Delaware 

corporation with its principal place of business in Mason, Ohio. It is a subsidiary of and wholly 

owned and/or controlled by its parent, Mitsubishi Electric Corporation. Mitsubishi Electric 

Automotive America, Inc. manufactured, marketed and/or sold Valve Timing Control Devices 

that were purchased throughout the United States, including in this District, during the Class 

Period, including by firms that sold such Valve Timing Control Devices to Plaintiffs and class 

members. At all times during the Class Period, its activities in the United States were under the 

control and direction of its Japanese parent, which controlled its policies, sales, and finances. 

46. Defendant Mikuni Corp. is a Japanese corporation with its principal place of 

business in Tokyo, Japan. Mikuni Corp. – directly and/or through its subsidiaries, which it 

wholly owned and/or controlled – manufactured, marketed and/or sold Valve Timing Control 

Devices that were purchased throughout the United States, including in this District, during the 

Class Period, including by firms that sold such Valve Timing Control Devices to Plaintiffs and 

class members. 

47. Defendant Mikuni American Corp. is a California corporation with its principal 

place of business in Northridge, California. It is a subsidiary of and wholly owned and/or 

controlled by its parent, Mikuni Corp. Mikuni American Corp. – directly and/or through its 

subsidiaries, which it wholly owned and/or controlled – manufactured, marketed, and/or sold 

Valve Timing Control Systems that were purchased throughout the United States, including in 

this District, during the Class Period, including by firms that sold such Valve Timing Control 

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Devices to Plaintiffs and class members. At all times during the Class Period, its activities in the 

United States were under the control and direction of its Japanese parent, which controlled its 

policies, sales, and finances. 

AGENTS AND CO-CONSPIRATORS 

48. Each Defendant acted as the principal of or agent for each other Defendant with 

respect to the acts, violations, and common course of conduct alleged herein. 

49. Various persons, partnerships, sole proprietors, firms, corporations, and 

individuals not named as defendants in this lawsuit and individuals, the identities of which are 

presently unknown, have participated as co-conspirators with Defendants in the offenses alleged 

in this Complaint and have performed acts and made statements in furtherance of the conspiracy 

or in furtherance of the anti-competitive conduct. 

50. Whenever in this Complaint reference is made to any act, deed, or transaction of 

any corporation or limited liability entity, the allegation means that the corporation or limited 

liability entity engaged in the act, deed, or transaction by or through its officers, directors, agents, 

employees, or representatives while they were actively engaged in the management, direction, 

control, or transaction of the corporation’s or limited liability entity’s business or affairs. 

FACTUAL ALLEGATIONS 

A. The Valve Timing Control Devices Industry

51. Valve Timing Control Devices control the timing of engine valves’ operation, and 

include the VTC actuator and/or solenoid valve. Valve Timing Control Devices are part of the 

engine management system known as “variable valve timing” in modern fuel-injected internal 

combustion engines. Automotive valves are cylindrical parts where fuel and air typically mix in 

an internal combustion engine. One end of the valve opens to let in a mixture of air and fuel. 

When the valve closes, a spark plug ignites the mixture to generate force to drive the pistons that 

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run the engine. The Valve Timing Control Device regulates the timing of the opening and 

closing of the valves. 

52. A Valve Timing Control Device can be controlled by a solenoid that controls the 

rotation of the camshaft in an engine. 

53. Several pictures and diagrams of Valve Timing Control Devices are set forth 

below. 

Valve Timing Control Devices

Single Cam Timing Control Device 

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VTEC Control Device 

Hitachi’s Valve Timing Control Device

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Valve Timing Control System Diagram(s)

54. Valve Timing Control Devices are installed by original equipment manufacturers 

(“OEMs”) in new cars as part of the automotive manufacturing process. They are also installed 

by OEMs in cars to replace worn out, defective or damaged Valve Timing Control Devices. 

55. For new cars, the OEMs – mostly large automotive manufacturers such as Ford 

Motor Company, Toyota Motor Corporation, GM, etc. – purchase Valve Timing Control Devices 

directly from Defendants. Valve Timing Control Devices may also be purchased by component 

manufacturers who then supply such systems to OEMs. These component manufacturers are 

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also called “Tier 1 Manufacturers” in the industry. Tier 1 Manufacturers supply Valve Timing 

Control Devices directly to an OEM. 

56. Replacement Valve Timing Control Devices sold by OEMs to dealerships are the 

same as the Valve Timing Control Devices installed in vehicles and are made by the same 

manufacturer who made the Valve Timing Control Devices originally installed—that is the 

purpose of an OEM part, made by the OEM supplier. Such replacement parts are not the same as 

aftermarket parts, which are made by different manufacturers than those who manufactured the 

original parts. The prices of replacement Valve Timing Control Devices were inflated by 

Defendants’ collusion. 

57. When purchasing Valve Timing Control Devices, OEMs issue Requests for 

Quotation (“RFQs”) to automotive parts suppliers on a model-by-model basis for model specific 

parts. Automotive parts suppliers submit quotations, or bids, to OEMs in response to RFQs, and 

the OEMs usually award the business to the selected automotive parts supplier for the lifespan of 

the model, which is usually four to six years. Typically, the bidding process for a particular 

model begins approximately three years prior to the start of production of a new model. OEMs 

procure parts for U.S.-manufactured vehicles in the United States and elsewhere. 

58. Defendants and their co-conspirators supplied Valve Timing Control Devices to 

OEMs for installation in vehicles manufactured and sold in the United States and elsewhere. The 

Defendants and their co-conspirators manufactured Valve Timing Control Devices (a) in the 

United States and elsewhere for installation in vehicles manufactured and sold in the United 

States, (b) in Japan and elsewhere for export to the United States and installation in vehicles 

manufactured and sold in the United States, and (c) in Japan and elsewhere for installation in 

vehicles manufactured in Japan and elsewhere for export to and sale in the United States. 

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59. Plaintiffs and members of the proposed Classes purchased Valve Timing Control 

Devices indirectly from the Defendants or their co-conspirators. By way of example, an 

automobile dealer indirectly purchases one or more Valve Timing Control Devices from the 

Defendants or their co-conspirators as part of purchasing a new vehicle. An automobile dealer 

also indirectly purchases for replacement one or more Valve Timing Control Devices from the 

Defendants or their co-conspirators when repairing a damaged vehicle or where one or more of 

the vehicle’s Valve Timing Control Devices are defective. 

B. The Structure and Characteristics of the Valve Timing Control Devices

Market Render the Conspiracy More Plausible

60. The structure and other characteristics of the Valve Timing Control Devices 

market in the United States are conducive to a price-fixing agreement and have made collusion 

particularly attractive in this market. Specifically, the Valve Timing Control Devices market has 

(1) high barriers to entry and (2) inelasticity of demand. 

1. The Valve Timing Control Devices Market Has High Barriers to 

Entry 

61. A collusive arrangement that raises product prices above competitive levels 

would, under basic economic principles, attract new entrants seeking to benefit from the supracompetitive pricing. Where, however, there are significant barriers to entry, new entrants are 

less likely. Thus, barriers to entry help to facilitate the formation and maintenance of a cartel. 

62. There are substantial barriers that preclude, reduce, or make more difficult entry 

into the Valve Timing Control Devices market. A new entrant into the business would face 

costly and lengthy start-up costs, including multi-million dollar costs associated with 

manufacturing plants and equipment, energy, transportation, distribution infrastructure, and longstanding customer relationships. 

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63. Defendants, for instance, own multiple patents related to the manufacture of 

Valve Timing Control Devices. These patents place a significant and costly burden on potential 

new entrants, who must avoid infringing on the patents when entering the market with a new 

product. 

64. Within the Valve Timing Control Device industry, there is a significant amount of 

technology and engineering expertise required to build systems that fully comply with 

environmental and public health requirements and other regulatory standards including fuel 

economy requirements.

65. In addition, an OEM cannot freely change its supplier of Valve Timing Control 

Devices because the OEMs design the features of their vehicles so that the Valve Timing Control 

Devices they purchase for a vehicle are then integrated with the other components of the ignition 

system of the particular vehicle model. Thus, it would be difficult for a new competitor to enter 

the market after a vehicle has been specifically designed to be integrated with a particular Valve 

Timing Control Devices. 

2. There is Inelasticity of Demand for Valve Timing Control Devices 

66. “Elasticity” is a term used to describe the sensitivity of supply and demand to 

changes in one or the other. For example, demand is said to be “inelastic” if an increase in the 

price of a product results in only a small decline in the quantity sold of that product, if any. In 

other words, customers have nowhere to turn for alternative, cheaper products of similar quality 

and so continue to purchase despite a price increase. 

67. For a cartel to profit from raising prices above competitive levels, demand must 

be relatively inelastic at competitive prices. Otherwise, increased prices would result in 

declining sales, revenues, and profits as customers purchased substitute products or declined to 

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buy altogether. Inelastic demand is a market characteristic that facilitates collusion, allowing 

producers to raise their prices without triggering customer substitution and lost sales revenue. 

68. Demand for Valve Timing Control Devices is highly inelastic because there are 

no close substitutes for these products. Additionally, customers must purchase Valve Timing 

Control Devices as an essential part of a vehicle, regardless of whether prices are kept at supracompetitive levels. Customers wanting to purchase a car simply have no choice but to purchase 

Valve Timing Control Devices 

C. Government Investigations

69. A globally coordinated antitrust investigation is taking place in the United 

States, Europe, and Japan aimed at suppliers of automotive parts. A Japan Fair Trade 

Commission (“JFTC”) official told a leading legal publication that automotive parts supplier 

investigations by the JFTC, DOJ, and EC would continue to widen because the automotive 

industry as a whole comprises many sub-industries. He characterized the investigations being 

conducted by the U.S., European, and Japanese antitrust authorities as “large and broad,” and he 

declined to deny that this “would be history’s largest case.” 

70. The DOJ Antitrust Division’s broad criminal investigation into illegal price-fixing 

and bid-rigging in the automotive parts industry is the largest criminal investigation the Antitrust 

Division has ever pursued. The ongoing cartel investigation of price-fixing and bid-rigging in 

the automobile parts industry has yielded $2.4 billion in criminal fines. 

71. In February 2010, Japan’s Fair Trade Commission raided the Tokyo offices of 

DENSO Corporation as part of an expansive investigation into collusion in the automotive parts 

industry dating back to at least 2000. 

72. The JFTC raided offices of Defendants as part of the spreading of the 

investigation into suspected price fixing on automotive parts. According to its 2011 Annual 

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Report, DENSO Corporation was investigated on July 20, 2011 at various locations, including in 

Kariya, Aichi and some other sales branches in Japan. And according to its 2011 Annual Report, 

Mitsubishi Electric Corporation has been subject to investigations conducted by the JFTC since 

July 2011. 

73. On September 26, 2013, the DOJ announced that Hitachi Automotive Systems, 

Ltd. agreed to plead guilty and pay a $195 million criminal fine and to plead guilty to a onecount criminal information charging it with participating in a combination and conspiracy to 

suppress and eliminate competition in the automotive parts industry by agreeing to allocate the 

supply of, rig bids for, and fix, stabilize, and maintain the prices of automotive parts, including 

Valve Timing Control Devices, sold to automobile manufactures in the United States and 

elsewhere from at least as early as January 2000 and continuing until at least February 2010 in 

violation of the Sherman Act, 15 U.S.C. § 1. 

74. According to the Information filed, Defendant Hitachi Automotive Systems, Ltd. 

and its co-conspirators carried out the Valve Timing Control Devices conspiracy by: 

(a) participating in meetings, conversations, and communications in the 

United States and elsewhere to discuss the bids and price quotations to be submitted to 

automobile manufacturers in the United States and elsewhere; 

(b) agreeing, during those meetings, conversations, and communications, on 

bids and price quotations to be submitted to automobile manufacturers in the United States and 

elsewhere; 

(c) agreeing, during those meetings, conversations, and communications, to 

allocate the supply of automotive parts, including Valve Timing Control Devices, sold to 

automobile manufactures in the United States and elsewhere; 

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(d) agreeing, during those meetings, conversations, and communications, to 

coordinate price adjustments requested by automobile manufacturers in the United States and 

elsewhere; 

(e) submitting bids, price quotations, and price adjustments to automobile 

manufacturers in the United States and elsewhere in accordance with the agreements reached; 

(f) selling automotive parts, including Valve Timing Control Devices, to 

automobile manufacturers in the United States and elsewhere at collusive and noncompetitive 

prices; 

(g) accepting payment for automotive parts, including Valve Timing Control 

Devices, sold to automobile manufacturers in the United State and elsewhere at collusive and 

noncompetitive prices; 

(h) engaging in meetings, conversations, and communications in the United 

States and elsewhere for the purpose of monitoring and enforcing adherence to the agreed-upon 

bid-rigging and price-fixing scheme; and 

(i) employing measures to keep their conduct secret, including, but not 

limited to, using code names and meeting at remote locations. 

75. On September 26, 2013, the DOJ announced that Defendant Mitsubishi 

Electric Corporation agreed to pay a $190 million criminal fine and plead guilty to a one-count 

Information charging it with participating in a combination and conspiracy to suppress and 

eliminate competition in the automotive parts industry by agreeing to rig bids for, and to fix, 

stabilize, and maintain the prices of, certain automotive parts sold to automobile manufacturers, 

including Ford Motor Company, General Motors LLC, Chrysler Group LLC, Fuji Heavy 

Industries Ltd., Nissan Motor Company, Ltd, Honda Motor Company, Ltd., and certain of their 

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subsidiaries in the United States and elsewhere, from at least as early as January 2000 through at 

least February 2010, in violation of the Sherman Antitrust Act, 15 U.S.C. § 1. For purposes of 

Mitsubishi Electric Corporation’s plea agreement, “automotive parts” are defined to include 

VCT and variable valve timing. 

76. According to the Information filed, Defendant Mitsubishi Electric Corporation 

and its co-conspirators carried out the automotive parts combination and conspiracy by, among 

other things, the following: 

(a) participating in meetings, conversations, and communications in the 

United States and elsewhere to discuss the bids and price quotations to be 

submitted to automobile manufacturers in the United States and elsewhere; 

(b) agreeing, during those meetings, conversations, and communications, on 

bids and price quotations to be submitted to automobile manufacturers in the 

United States and elsewhere; 

(c) agreeing, during those meetings, conversations, and communications, to 

allocate the supply of certain automotive parts sold to automobile manufacturers 

in the United States and elsewhere; 

(d) agreeing, during those meetings, conversations, and communications, to 

coordinate price adjustments requested by automobile manufacturers in the 

United States and elsewhere; 

(e) submitting bids, price quotations, and price adjustments to automobile 

manufacturers in the United States and elsewhere in accordance with the 

agreements reached; 

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(f) selling certain automotive parts to automobile manufacturers in the United 

States and elsewhere at collusive and noncompetitive prices; 

(g) accepting payment for certain automotive parts sold to automobile 

manufacturers in the United States and elsewhere at collusive and noncompetitive 

prices; 

(h) engaging in meetings, conversations, and communications in the United 

States and elsewhere for the purpose of monitoring and enforcing adherence to the 

agreed-upon bid-rigging and price-fixing scheme; 

(i) employing measures to keep their conduct secret, including, but not 

limited to, using code names and meeting at remote locations. 

77. On November 13, 2014, the DOJ announced that Aisin Seiki Co., Ltd. agreed 

to plead guilty to a one-count criminal Information and pay a $35.8 million criminal fine for 

participating in a combination and conspiracy to suppress and eliminate competition in the 

automotive parts industry by agreeing to allocate customers of, rig bids for, and fix, stabilize, and 

maintain the prices of, Valve Timing Control Devices sold to various automobile manufacturers, 

including General Motors Company, Nissan Motor Co., Ltd., Volvo Car Corporation and BMW 

AG, and certain of their subsidiaries, affiliates, and suppliers, in the United States and elsewhere, 

from at least as early as September 2000 and continuing until at least February 2010 in violation 

of the Sherman Act, 15 U.S.C. § 1. 

78. According to the Information filed, Defendant Aisin Seiki Co., Ltd. and its coconspirators carried out the Valve Timing Control Devices conspiracy by: 

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(a) participating in meetings, conversations, and communications to discuss 

the bids and price quotations for Valve Timing Control Devices to be submitted to 

automobile manufacturers in the United States and elsewhere; 

(b) agreeing, during those meetings, conversations, and communications, to 

allocate the automobile manufacturers to whom each would sell Valve Timing 

Control Devices in the United States and elsewhere;

(c) agreeing, during those meetings, conversations, and communications, on 

bids and price quotations for Valve Timing Control Devices to be submitted to 

automobile manufactures in the United States and elsewhere; 

(d) exchanging information on bids and price quotations for Valve Timing 

Control Devices to be submitted to automobile manufacturers in the United States 

and elsewhere to effectuate the agreements; 

(e) submitting bids and price quotations for Valve Timing Control Devices to 

automobile manufacturers in the United States and elsewhere in accordance with 

the agreements reached; 

(f) selling Valve Timing Control Devices to automobile manufacturers in the 

United States and elsewhere at collusive and noncompetitive prices; 

(g) accepting payment for Valve Timing Control Devices sold to automobile 

manufacturers in the United State and elsewhere at collusive and noncompetitive 

prices; and 

(h) engaging in meetings, conversations, and communications for the purpose 

of monitoring and enforcing adherence to the conspiracy. 

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D. Likely Existence of a Cooperating Defendant

79. The Antitrust Criminal Penalty Enhancement and Reform Act (“ACPERA”) 

provides leniency benefits for a participant in a price-fixing conspiracy that voluntarily discloses 

its conduct to the Department of Justice. In most recent cases in which guilty pleas for pricefixing conduct have been obtained, there has been a cooperating party that has been accepted into 

the DOJ’s ACPERA program as an “amnesty applicant.” One of the leniency benefits for a 

conspirator that is accepted into the ACPERA program is that it is not charged with a criminal 

offense and is not required to plead guilty to criminal charges. 

80. In light of the guilty plea in this case, in related automotive parts antitrust cases 

and the DOJ’s ongoing investigation into the industry, it is reasonable for this Court to infer that 

there is an ACPERA “amnesty applicant” in this case. 

E. Guilty Pleas in Related Markets in the Automotive Industry

81. On January 30, 2012, the DOJ announced that Yazaki Corporation (“Yazaki”) had 

agreed to pay a $470 million fine and plead guilty to a three-count criminal information charging 

Yazaki with: (1) participating in a combination and conspiracy with its co-conspirators to 

suppress and eliminate competition in the automotive parts industry by agreeing to rig bids for, 

and to fix, stabilize, and maintain the prices of, automotive wire harnesses and related products 

sold to automobile manufacturers in the United States and elsewhere from at least as early as 

January 2000 and continuing until at least February 2010 in violation of the Sherman Act, 15 

U.S.C. § 1; (2) participating in a combination and conspiracy to suppress and eliminate 

competition in the automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and 

maintain the prices of, instrument panel clusters sold to automobile manufacturers in the United 

States and elsewhere, from at least as early as December 2002 until at least February 2010, in 

violation of the Sherman Act, 15 U.S.C. § 1; and (3) participating in a combination and 

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conspiracy with its co-conspirators to suppress and eliminate competition in the automotive parts 

industry by agreeing to rig bids for, and to fix, stabilize, and maintain the prices of fuel senders 

sold to automobile manufacturers in the United States and elsewhere from at least as early as 

March 2004 and continuing until at least February 2010 in violation of the Sherman Act, 15 

U.S.C. § 1. 

82. In addition to Yazaki, five executives from Yazaki (all Japanese nationals) – 

Tsuneaki Hanamura, Ryoji Kawai, Shigeru Ogawa, Kazuhiko Kashimoto and Hisamitsu Takada 

– pleaded guilty to their participation in a conspiracy to suppress and eliminate competition in 

the automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and maintain the 

prices of automotive wire harnesses sold to certain automobile manufacturers in the United 

States and elsewhere in violation of the Sherman Act, 15 U.S.C. § 1. These five Yazaki 

executives will each pay a $20,000 criminal fine and serve prison time ranging from 15 months 

to two years. The two-year sentences would be the longest term of imprisonment imposed on a 

foreign national voluntarily submitting to U.S. jurisdiction for a Sherman Act antitrust violation. 

83. On September 29, 2011, the DOJ announced that Furukawa Electric Co. Ltd. 

(“Furukawa”) had agreed to plead guilty and to pay a $200 million fine for its role in a criminal 

price-fixing and bid-rigging conspiracy involving the sale of automotive wire harnesses to 

automobile manufacturers. 

84. Three of Furukawa’s executives also pleaded guilty to the same conspiracy. The 

court sentenced two of the executives to 15 and 18 month prison sentences, to be served in the 

United States. 

85. On January 30, 2012, DENSO agreed to plead guilty to a two-count felony charge 

against DENSO for engaging in conspiracies to rig bids for and to fix, stabilize and maintain the 

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prices of electronic control units (ECUs) and heater control panels (HCPs) sold to automobile 

manufacturers in the United States and elsewhere.

86. On March 26, 2012 a DENSO executive agreed to plead guilty in a criminal 

price-fixing and bid-rigging conspiracy involving the sale of heater control panels to automobile 

manufacturer. 

87. On April 26, 2012, another DENSO executive agreed to plead guilty to the same 

conspiracy. 

88. A number of additional companies have pleaded guilty to fixing the prices of 

other automotive parts, including: automotive wire harnesses; instrument panel clusters; fuel 

senders; heater control panels; occupant safety restraint systems; automotive bearings; 

windshield wipers; starters; radiators; alternators; ignition coils; anti-vibration rubber parts, air 

conditioning systems; automatic transmission fluid warmers; fan motors; switches; steering angle 

sensors; HID ballasts; and automotive lamps. These companies include: Fujikura Ltd.; GS 

Electech, Inc.; TRW Deutschland Holding GmbH; Autoliv, Inc.; Nippon Seiki Co., Ltd.; JTEKT 

Corporation; Mitsuba Corporation; Mitsubishi Electric Corporation; Mitsubishi Heavy 

Industries, Ltd.; NSK Ltd.; Panasonic Corporation; T. RAD Co., Ltd.; Tokai Rika Co.; Valeo 

Japan Co., Ltd.; Bridgestone Corp.; and Yamashita Rubber Co., Ltd. The majority of these 

violators pleaded guilty to engaging in bid-rigging, price-fixing, and market allocation during the 

same time period as the Defendants with multiple OEMs as their targets, including Suzuki, 

Mazda, Mitsubishi, Subaru, Chrysler, German manufacturers and unnamed automobile 

manufacturers. 

89. The U.S. government has said its automotive parts cartel criminal investigation 

will continue and other suppliers could be charged.

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90. “This criminal activity has a significant impact on the automotive manufacturers 

in the United States, Canada, Japan and Europe and has been occurring for at least a decade. 

The conduct had also affected commerce on a global scale in almost every market where 

automobiles are manufactured and/or sold,” said FBI’s Special Agent in Charge Andrew G. 

Arena. 

91. “When companies partner to control and price fix bids or contracts, it undermines 

the foundation of the United States’ economic system,” Arena also said. “The FBI is committed 

to aggressively pursuing any company involved in antitrust crimes.” 

92. On February 15, 2013, Scott Hammond, the Deputy Assistant Attorney General in 

the Antitrust Division, discussed DOJ’s ongoing automotive parts investigation in a Thomson 

Reuters article. He said “[t]he investigation is broader than what we’ve announced so far . . . . 

[The investigation] is still very much ongoing, but it already appears to be the biggest criminal 

antitrust investigation that we’ve ever encountered. I say biggest with respect to the impact on 

U.S. businesses and consumers, and the number of companies and executives that are subject 

to the investigation.” (emphasis added). 

93. On July 10, 2013, the European Commission fined four wire harness suppliers, 

Yazaki, S-Y Systems, Furukawa Electric and Leoni, a total of $182 million for taking part in 

cartels that affected Toyota, Nissan, Honda and Renault. 

94. On September 11, 2013, two Fujikura, Ltd. executives were indicted for 

conspiring to fix the price of wire harness assemblies to Fuji Heavy Industries, the maker of 

Subaru automobiles. 

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95. On September 25, 2013, nine additional Japanese automotive suppliers and two 

more executives agrees to plead guilty to conspiracy charges and pay more than $740 million in 

fines for their roles in rigging the prices of 30 products. 

96. On September 26, 2013, Panasonic Corporation agreed to pay a $45.8 million fine 

and plead guilty to price-fixing allegations involving turn, wiper and other switches and steering 

angle sensors sold to Toyota and high intensity discharge ballasts sold to Honda, Mazda and 

Nissan among others. 

97. The diagram below, which was prepared by the DOJ, illustrates the guilty pleas 

announced on September 25, 2013, and the corresponding automotive parts to which the various 

manufacturers admitted to price-fixing. 

98. On October 9, 2013, Takata Corporation announced that it had agreed to pay 

$71.3 million to settle antitrust charges brought by the United States federal prosecutors for its 

role in a conspiracy to price-fix seatbelts. 

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99. On November 26, 2013, the DOJ announced that Toyo Tire & Rubber Co. Ltd. 

had agreed to plead guilty and to pay a $120 million criminal fine for its role in two separate 

conspiracies. Toyo Tire & Rubber Co. Ltd. engaged in a conspiracy to suppress and eliminate 

competition in the automotive parts industry by agreeing to allocate sales of, to rig bids for, and 

to fix, raise, and maintain the prices of, automotive anti-vibration rubber products sold to Toyota 

Motor Corporation, Nissan Motor Corporation, Fuji Heavy Industries, Ltd., and certain of their 

subsidiaries, affiliates and suppliers in the United States and elsewhere, and by agreeing to 

allocate sales of, and to fix, raise, and maintain the prices of, automotive constant-velocity-joint 

boot products sold to GKN plc and its subsidiaries in the United States and elsewhere. 

100. On November 27, 2013, the DOJ announced that Stanley Electric Co. Ltd. had 

agreed to plead guilty and to pay a $1.44 million criminal fine for its participation in a 

conspiracy to fix prices of automotive high-intensity discharge (HID) lamp ballasts installed in 

automobiles sold in the United States and elsewhere. 

101. On January 16, 2014, the DOJ announced that Koito Manufacturing Co. Ltd. 

had agreed to plead guilty and to pay a $56.6 million criminal fine for its roles in separate pricefixing conspiracies involving automobile lighting fixtures and automotive HID lamp ballasts 

installed in automobiles sold in the United States and elsewhere. 

102. On February 3, 2014, the DOJ announced that Aisan Industry Co. Ltd. had 

agreed to plead guilty and to pay a $6.86 million criminal fine for its role in a price-fixing 

conspiracy involving electronic throttle bodies sold to an automobile manufacturer in the United 

States and elsewhere. 

103. On February 13, 2014, the DOJ announced that Bridgestone Corp. had agreed 

to plead guilty and to pay a $425 million criminal fine for its role in a conspiracy to fix prices of 

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automotive anti-vibration rubber parts installed in vehicles sold in the United States and 

elsewhere. 

104. On April 23, 2014, the DOJ announced that Showa Corp. agreed to plead 

guilty and to pay a $19.9 million criminal fine for its role in a conspiracy to fix prices and rig 

bids for pinion-assist type electric powered steering assemblies installed in vehicles sold in the 

United States and elsewhere. 

105. On August 19, 2014, the DOJ announced that NGK Spark Plug Co., Ltd. 

agreed to plead guilty and to pay a $52.1 million criminal fine for its role in a conspiracy to fix 

prices and rig bids for spark plugs, standard oxygen sensors, and air fuel ratio sensors installed in 

vehicles sold to vehicle manufacturers in the United States and elsewhere. 

106. On September 29, 2014, the DOJ announced that Toyoda Gosei Co. Ltd. 

agreed to plead guilty and to pay a $26 million criminal fine for its involvement in a combination 

and conspiracy to suppress competition in the automotive parts industry by agreeing to allocate 

sales of, to rig bids for, and to fix, stabilize, and maintain the prices of certain automotive hoses 

sold to Toyota in the United States and by agreeing to allocate sales of, to rig bids for, and to fix,

stabilize, and maintain the prices of, automotive airbags and steering wheels sold to Subaru and 

Toyota in the United States and elsewhere. 

107. On October 31, 2014, the DOJ announced that Hitachi Metals Ltd. agreed to 

plead guilty and to pay a $1.25 million criminal fine for its role in a conspiracy to allocate the 

sale of, and to rig bids for, and to fix, raise, and maintain the prices of, automotive brake hose 

sold to Toyota in the United States and elsewhere. 

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108. On November 13, 2014, the DOJ announced that Defendant Aisin Seiki Co. 

Ltd. agreed to plead guilty and to pay a $35.8 million criminal fine for its involvement in the 

conspiracy alleged herein. 

109. On November 24, 2014, the DOJ announced that Continental Automotive 

Electronics LLC and Continental Automotive Korea Ltd. agreed to plead guilty and to pay a $4 

million criminal fine for their roles in a conspiracy to rig bids of instrument panel clusters 

installed in vehicles manufactured and sold in the United States. 

110. To date, 32 companies and 48 executives have been charged in the Antitrust 

Division’s ongoing investigation into price fixing and bid rigging in the auto parts industry. 

Each of the companies have either pleaded guilty or have agreed to plead guilty and have agreed 

to pay more than $2.4 billion in criminal fines. At lease seventeen of the executives have been 

sentenced to serve time in U.S. prisons or have entered into plea agreements. 

DAMAGE TO PLAINTIFFS AND OTHER AUTOMOBILE DEALERS CAUSED BY 

DEFENDANTS’ ILLEGAL ACTIVITIES 

111. Defendants’ conspiracy resulted in Defendants charging inflated prices to firms 

who directly purchased Valve Timing Control Devices from them and in those purchasers raising 

their prices to subsequent purchasers. 

112. Having paid higher prices for components of the cars they sold to Plaintiffs and 

the Classes and the Valve Timing Control Devices they sold to Plaintiffs and the Classes, firms 

who sold such Valve Timing Control Devices and vehicles passed Defendants’ overcharges on to 

Plaintiffs and the Classes. 

113. Plaintiffs and the Classes are entitled to the overcharges they paid for Valve 

Timing Control Devices. 

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39 

114. Plaintiffs have standing and have suffered damage compensable by indirect 

purchaser laws and they and members of the classes they seek to represent have sustained 

significant damage and injury as a result of Defendants’ conspiracy. 

CLASS ACTION ALLEGATIONS 

115. Plaintiffs bring this action on behalf of themselves and as a class action under 

Rule 23(a) and (b)(2) of the Federal Rules of Civil Procedure, seeking equitable and injunctive 

relief on behalf of the following class (the “Nationwide Class”): 

All automobile dealers that, during the Class Period, (a) indirectly 

purchased Valve Timing Control Devices manufactured or sold by 

a Defendant or any current or former subsidiary or affiliate thereof 

or any co-conspirator, or (b) purchased vehicles containing Valve 

Timing Control Devices manufactured or sold by a Defendant or 

any current or former subsidiary, affiliate thereof or co-conspirator. 

116. Plaintiffs also bring this action on behalf of themselves and as a class action under 

Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure seeking damages pursuant to the 

antitrust, unfair competition, unjust enrichment, and consumer protection laws of the states 

whose laws are set forth in the Second and Third Claims below, (except California as to unjust 

enrichment claims), as well as the unjust enrichment laws of Missouri and Massachusetts. The 

states whose laws are set forth in the Second and Third Claims below, as well as Missouri and 

Massachusetts, are collectively referred to as the “Indirect Purchaser States.” These claims are 

brought by Plaintiffs on behalf of themselves and entities in the Indirect Purchaser States listed 

in the Second, Third and Fourth Claims as follows (the “Damages Class”): 

All automobile dealers, in the Indirect Purchaser States, that, 

during the Class Period (a) indirectly purchased Valve Timing 

Control Devices manufactured or sold by one of Defendants or any 

current or former subsidiary or affiliate thereof, or any coconspirator or (b) purchased vehicles containing Valve Timing 

Control Devices manufactured or sold by one of Defendants or any 

current or former subsidiary, affiliate or co-conspirator thereof. 

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117. The Nationwide Class and the Damages Class are referred to herein as the 

“Classes.” Excluded from the Classes are Defendants, their parent companies, subsidiaries and 

affiliates, any co-conspirators, federal governmental entities and instrumentalities of the federal 

government, states and their subdivisions, agencies and instrumentalities, any judicial officer 

presiding over this matter, persons who purchased Valve Timing Control Devices directly, and 

persons in the End-Payor Class, as defined in the End-Payor complaint. 

118. While Plaintiffs do not know the exact number of the members of the Classes, 

Plaintiffs believe there are (at least) thousands of members in each Class. 

119. Common questions of law and fact exist as to all members of the Classes. This is 

particularly true given the nature of Defendants’ and their co-conspirators’ conspiracy, which 

was generally applicable to all the members of both Classes, thereby making appropriate relief 

with respect to the Classes as a whole. Such questions of law and fact common to the Classes 

include, but are not limited to: 

(a) Whether Defendants and their co-conspirators engaged in a combination 

and conspiracy among themselves to fix, raise, maintain or stabilize the 

prices of Valve Timing Control Devices sold in the United States; 

(b) The identity of the participants of the alleged conspiracy; 

(c) The duration of the alleged conspiracy and the acts carried out by 

Defendants and their co-conspirators in furtherance of the conspiracy; 

(d) Whether the alleged conspiracy violated the Sherman Act, as alleged in 

the First Claim for Relief; 

(e) Whether the alleged conspiracy violated state antitrust and unfair 

competition law, and/or state consumer protection law, as alleged in the 

Second and Third Claims for Relief; 

(f) Whether Defendants unjustly enriched themselves to the detriment of the 

Plaintiffs and the members of the Classes, thereby entitling Plaintiffs and 

the members of the Classes to disgorgement of all benefits derived by 

Defendants, as alleged in the Fourth Claim for Relief; 

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(g) Whether the conduct of Defendants and their co-conspirators, as alleged in 

this Complaint, caused injury to the business or property of Plaintiffs and 

the members of the Classes; 

(h) The effect of the alleged conspiracy on the prices of Valve Timing Control 

Devices sold in the United States during the Class Period; 

(i) Whether Plaintiffs and the members of the Classes had any reason to know 

or suspect the conspiracy, or any means to discover the conspiracy; 

(j) Whether Defendants and their co-conspirators fraudulently concealed the 

conspiracy’s existence from Plaintiffs and the members of the Classes; 

(k) The appropriate injunctive and related equitable relief for the Nationwide 

Class; and 

(l) The appropriate class-wide measure of damages for the Damages Class. 

120. Plaintiffs’ claims are typical of the claims of the members of the Classes, and 

Plaintiffs will fairly and adequately protect the interests of the Classes. Plaintiffs and all 

members of the Classes are similarly affected by Defendants’ wrongful conduct in that they paid 

artificially inflated prices for Valve Timing Control Devices purchased indirectly from 

Defendants and/or their co-conspirators. 

121. Plaintiffs’ claims arise out of the same common course of conduct giving rise to 

the claims of the other members of the Classes. Plaintiffs’ interests are coincident with, and not 

antagonistic to, those of the other members of the Classes. Plaintiffs are represented by counsel 

who are competent and experienced in the prosecution of antitrust and class action litigation. 

122. The questions of law and fact common to the members of the Classes 

predominate over any questions affecting only individual members, including legal and factual 

issues relating to liability and damages. 

123. Class action treatment is a superior method for the fair and efficient adjudication 

of the controversy, in that, among other things, such treatment will permit a large number of 

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similarly situated persons to prosecute their common claims in a single forum simultaneously, 

efficiently and without the unnecessary duplication of evidence, effort and expense that 

numerous individual actions would engender. The benefits of proceeding through the class 

mechanism, including providing injured persons or entities with a method for obtaining redress 

for claims that might not be practicable to pursue individually, substantially outweigh any 

difficulties that may arise in the management of this class action. 

124. The prosecution of separate actions by individual members of the Classes would 

create a risk of inconsistent or varying adjudications, establishing incompatible standards of 

conduct for Defendants. 

PLAINTIFFS AND THE CLASSES SUFFERED ANTITRUST INJURY 

125. Defendants’ price-fixing conspiracy had the following effects, among others: 

(a) Price competition has been restrained or eliminated with respect to Valve 

Timing Control Devices; 

(b) The prices of Valve Timing Control Devices have been fixed, raised, 

maintained, or stabilized at artificially inflated levels; 

(c) Indirect purchasers of Valve Timing Control Devices have been deprived 

of free and open competition; 

(d) Defendants charged direct purchasers of their Valve Timing Control 

Devices inflated prices as a result of their conspiracy; 

(e) Having paid higher prices for components of the cars they sold to 

Plaintiffs and the Classes and the Valve Timing Control Devices they sold 

to Plaintiffs and the Classes, firms who sold Defendants’ Valve Timing 

Control Devices and vehicles to Plaintiffs and the Classes passed 

Defendants’ overcharges on to them; 

(f) Defendants’ overcharges passed through each level of distribution as they 

traveled to Plaintiffs and the Classes; and 

(g) Automobile dealers purchasing Valve Timing Control Devices and 

vehicles containing Valve Timing Control Devices have been deprived of 

free and open competition. 

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(h) Indirect purchasers of Valve Timing Control Devices paid artificially 

inflated prices. 

126. During the Class Period, Plaintiffs and the members of the Classes paid 

supracompetitive prices for Valve Timing Control Devices, as a result of Defendants’ 

conspiracy. 

127. An increase in the prices of Valve Timing Control Devices caused an increase in 

the price of vehicles during the Class Period. 

128. Valve Timing Control Devices comprise a significant portion of the price of a 

vehicle. 

129. The markets for Valve Timing Control Devices and vehicles are inextricably 

linked and intertwined because the market for Valve Timing Control Devices exists to serve the 

vehicle market. Without the vehicles, the Valve Timing Control Devices have little to no Valve 

because they have no independent utility and must be inserted into vehicles to serve any 

function. Indeed, the demand for vehicles creates the demand for Valve Timing Control 

Devices. As stated in the 2010 Annual Report of Lear Corporation, an automobile parts supplier: 

“Our sales are driven by the number of vehicles produced by the automotive manufacturers, 

which is ultimately dependent on consumer fleet demand for automotive vehicles.” 

130. Valve Timing Control Devices are identifiable, discrete physical products that 

remain essentially unchanged when incorporated into a vehicle. As a result, Valve Timing 

Control Devices follow a traceable physical chain of distribution from Defendants to Plaintiffs 

and the members of the Classes, and any costs attributable to Valve Timing Control Devices can 

be traced through the chain of distribution to Plaintiffs and the members of the Classes. 

131. Just as Valve Timing Control Devices can be physically traced through the supply 

chain, so can their price be traced to show that changes in the prices paid by direct purchasers of 

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Valve Timing Control Devices affect prices paid by indirect purchasers of new motor vehicles 

containing Valve Timing Control Devices and Valve Timing Control Devices purchased for 

repair purposes. 

132. Valve Timing Control Devices have their own part numbers, which permit them 

to be tracked. 

133. Valve Timing Control Devices can be removed from a finished vehicle and 

replaced. 

134. The Valve Timing Control Devices subject to Defendants’ conspiracy and at issue 

in this lawsuit only have one use: to be inserted into vehicles. Whether Valve Timing Control 

Devices are sold by themselves or in vehicles, their purpose is to be inserted into vehicles. 

135. The purpose of the conspiratorial conduct of Defendants and their co- conspirators 

was to raise, fix, rig or stabilize the price of Valve Timing Control Devices and, as a direct and 

foreseeable result, the price of new motor vehicles containing Valve Timing Control Devices and 

the price of Valve Timing Control Devices purchased for repair purposes. Economists have 

developed techniques to isolate and understand the relationship between one “explanatory” 

variable and a “dependent” variable in those cases when changes in the dependent variable are 

explained by changes in a multitude of variables, even when all such variables may be changing 

simultaneously. That analysis - called regression analysis - is commonly used in the real world 

and in litigation to determine the impact of a price increase on one cost in a product (or service) 

that is an assemblage of costs. Thus, an economist can isolate and identify only the impact of an 

increase in the price of Valve Timing Control Devices on prices for new motor vehicles even 

though such products contain a number of other components whose prices may be changing over 

time. A regression model can explain how variation in the price of Valve Timing Control 

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Devices affects changes in the price of new motor vehicles. In such models, the price of Valve 

Timing Control Devices would be treated as an independent or explanatory variable. The model 

can isolate how changes in the price of Valve Timing Control Devices impact the price of new 

motor vehicles containing Valve Timing Control Devices while controlling for the impact of 

other price-determining factors. 

136. The precise amount of the overcharge impacting the prices of new motor vehicles 

containing Valve Timing Control Devices can be measured and quantified. Commonly used and 

well-accepted economic models can be used to measure both the extent and the amount of the 

supracompetitive charge passed through the chain of distribution. Thus, the economic harm to 

Plaintiffs and class members can be quantified. 

137. By reason of the violations of the antitrust law alleged herein, Plaintiffs and the 

members of the Classes have sustained injury to their businesses or property, having paid higher 

prices for Valve Timing Control Devices than they would have paid in the absence of 

Defendants’ and their co-conspirators’ illegal contract, combination, or conspiracy, and, as a 

result, have suffered damages in an amount presently undetermined. This is an antitrust injury of 

the type that the antitrust laws were meant to punish and prevent, and Plaintiffs’ and Class 

members’ damages are measurable. 

PLAINTIFFS’ CLAIMS ARE NOT BARRED BY THE STATUTE OF LIMITATIONS 

A. The Statute of Limitations Did Not Begin to Run Because Plaintiffs Did Not 

And Could Not Discover Their Claims

138. Plaintiffs repeat and re-allege the allegations set forth above. 

139. Plaintiffs and the members of the Classes had no knowledge of the combination 

or conspiracy alleged herein, or of facts sufficient to place them on inquiry notice of the claims 

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set forth herein, until (at the earliest) September 26, 2013, the date that the DOJ publicly 

announced Defendant Hitachi Automotive Systems, Ltd.’s anticipated guilty plea. 

140. Plaintiffs and the members of the Classes are automobile dealers who purchased 

automobiles or purchased Valve Timing Control Devices to replace or repair damaged or 

defective Valve Timing Control Devices. 

141. They had no direct contact or interaction with Defendants in this case and had no 

means from which they could have discovered the combination and conspiracy described in this 

Complaint before September 26, 2013, the date that the DOJ publicly announced Defendant 

Hitachi Automotive Systems, Ltd.’s anticipated guilty plea. 

142. No information in the public domain was available to the Plaintiffs and the 

members of the Classes prior to September 26, 2013, the date that the DOJ publicly announced 

Defendant Hitachi Automotive Systems, Ltd.’s anticipated guilty plea, that revealed sufficient 

information to suggest that any one of the Defendants were involved in a criminal conspiracy to 

price-fix and rig bids for Valve Timing Control Devices. Plaintiffs and the members of the 

Classes had no means of obtaining any facts or information concerning any aspect of 

Defendants’ dealings with OEMs or other direct purchasers, much less the fact that they and their 

co-conspirators had engaged in the combination and conspiracy alleged herein. 

143. For these reasons, the statute of limitations as to Plaintiffs’ and the Classes’ 

claims did not begin to run, and has been tolled with respect to the claims that Plaintiffs and the 

members of the Classes have alleged in this Complaint. 

B. Fraudulent Concealment Tolled the Statute of Limitations

144. In the alternative, application of the doctrine of fraudulent concealment tolled the 

statute of limitations on the claims asserted herein by Plaintiffs and the Classes. Plaintiffs and 

the members of the Classes did not discover, and could not discover through the exercise of 

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reasonable diligence, the existence of the conspiracy alleged herein until before September 26, 

2013, the date that the DOJ publicly announced Defendant Hitachi Automotive Systems, Ltd.’s 

anticipated guilty plea. 

145. Because Defendants’ agreements, understandings, and conspiracies were kept 

secret until September 26, 2013, Plaintiffs and members of the Classes were unaware before that 

time of Defendants’ unlawful conduct, and they did not know before then that they were paying 

supracompetitive prices for Valve Timing Control Devices throughout the United States during 

the Class Period. No information, actual or constructive, was ever made available to Plaintiffs 

and the members of the Classes that indicated to Plaintiffs that they were being injured by 

Defendants’ unlawful conduct. 

146. The affirmative acts of Defendants alleged herein, including acts in furtherance of 

the conspiracy, were wrongfully concealed and carried out in a manner that precluded detection. 

147. Defendants had secret communications to collusively fix prices, rig bids, and 

allocate markets for Valve Timing Control Devices. 

148. Defendants also concealed their conspiracy by submitting bids to OEMs, to give 

the appearance of competition, despite having already determined among themselves who would 

win each bid. 

149. By its very nature, Defendants’ and their co-conspirators’ anticompetitive 

conspiracy was inherently self-concealing. Valve Timing Control Devices are not exempt from 

antitrust regulation, and thus, before September 26, 2013, Plaintiffs reasonably considered it to 

be a competitive industry. Accordingly, a reasonable person under the circumstances would not 

have been alerted to begin to investigate the legitimacy of Defendants’ Valve Timing Control 

Devices prices before September 26, 2013. 

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150. Plaintiffs and the members of the Classes could not have discovered the alleged 

contract, conspiracy or combination at an earlier date by the exercise of reasonable diligence 

because of the deceptive practices and techniques of secrecy employed by Defendants and their 

co-conspirators to avoid detection of, and fraudulently conceal, their contract, combination, or 

conspiracy. 

151. Because the alleged conspiracy was both self-concealing and affirmatively 

concealed by Defendants and their co-conspirators, Plaintiffs and members of the Classes had no 

knowledge of the alleged conspiracy, or of any facts or information that would have caused a 

reasonably diligent person to investigate whether a conspiracy existed until, at the earliest, 

September 26, 2013, the date that the DOJ publicly announced Defendant Hitachi Automotive 

Systems, Ltd.’s anticipated guilty plea. 

152. As a result of Defendants’ fraudulent concealment of their conspiracy, the running 

of any statute of limitations has been tolled with respect to the claims of Plaintiffs and the 

members of the Classes. 

FIRST CLAIM FOR RELIEF

Violation of Section 1 of the Sherman Act 

(on behalf of Plaintiffs and the Nationwide Class) 

153. Plaintiffs incorporate by reference the allegations in the preceding paragraphs. 

154. Defendants and unnamed co-conspirators entered into and engaged in a contract, 

combination, or conspiracy in unreasonable restraint of trade in violation of Section 1 of the 

Sherman Act (15 U.S.C. § 1). 

155. The acts done by Defendants as part of, and in furtherance of, their and their coconspirators’ contract, combination, or conspiracy were authorized, ordered, or done by their 

officers, agents, employees, or representatives while actively engaged in the management of 

Defendants’ affairs. 

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156. At least as early as January 2000, and continuing until at least the filing of this 

Complaint, the exact dates being unknown to Plaintiffs, Defendants and their co-conspirators 

entered into a continuing agreement, understanding and conspiracy in restraint of trade to 

artificially fix, raise, stabilize, and control prices for Valve Timing Control Devices, thereby 

creating anticompetitive effects. 

157. The anticompetitive acts were intentionally directed at the United States market 

for Valve Timing Control Devices and had a substantial and foreseeable effect on interstate 

commerce by raising and fixing prices for Valve Timing Control Devices throughout the United 

States. 

158. The conspiratorial acts and combinations have caused unreasonable restraints in 

the market for Valve Timing Control Devices 

159. As a result of Defendants’ unlawful conduct, Plaintiffs and other similarly 

situated indirect purchasers in the Nationwide Class who purchased Valve Timing Control 

Devices have been harmed by being forced to pay inflated, supracompetitive prices for Valve 

Timing Control Devices and vehicles containing Valve Timing Control Devices. 

160. In formulating and carrying out the alleged agreement, understanding and 

conspiracy, Defendants and their co-conspirators did those things that they combined and 

conspired to do, including but not limited to the acts, practices and course of conduct set forth 

herein. 

161. Defendants’ and their co-conspirators’ conspiracy had the following effects, 

among others: 

(a) Price competition in the market for Valve Timing Control Devices has 

been restrained, suppressed, and/or eliminated in the United States; 

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(b) Prices for Valve Timing Control Devices sold by Defendants and their coconspirators have been fixed, raised, maintained, and stabilized at 

artificially high, non-competitive levels throughout the United States; and 

(c) Plaintiffs and members of the Nationwide Class who purchased Valve 

Timing Control Devices indirectly from Defendants and their coconspirators have been deprived of the benefits of free and open 

competition. 

162. Plaintiffs and members of the Nationwide Class have been injured and will 

continue to be injured in their business and property by paying more for Valve Timing Control 

Devices and vehicles containing Valve Timing Control Devices than they would have paid and 

will pay in the absence of the conspiracy. 

163. Plaintiffs and members of the Nationwide Class will continue to be subject to 

Defendants’ price-fixing, bid-rigging, and market allocations, which will deprive Plaintiffs and 

members of the Nationwide Class of the benefits of free competition, including competitivelypriced Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

164. Plaintiffs and members of the Nationwide Class will continue to lose funds due to 

overpayment for Valve Timing Control Devices and vehicles containing Valve Timing Control 

Devices because they are required to purchase vehicles and Valve Timing Control Devices to 

continue to operate their businesses. 

165. Plaintiffs and members of the Nationwide Class continue to purchase vehicles and 

Valve Timing Control Devices on a regular basis. 

166. Vehicles and Valve Timing Control Devices continue to be sold at inflated and 

supracompetitive prices. 

167. The alleged contract, combination, or conspiracy is a per se violation of the 

federal antitrust laws. 

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168. Plaintiffs and members of the Nationwide Class will be at the mercy of 

Defendants’ unlawful conduct until the Court orders an injunction. 

169. Plaintiffs and members of the Nationwide Class are entitled to an injunction 

against Defendants, preventing and restraining the violations alleged herein. 

SECOND CLAIM FOR RELIEF

Violation of State Antitrust Statutes 

(on behalf of Plaintiffs and the Damages Class) 

170. Plaintiffs incorporate by reference the allegations in the preceding paragraphs. 

171. From as early as January 2000 until at least the filing of this Complaint, 

Defendants and their co-conspirators engaged in a continuing contract, combination or 

conspiracy with respect to the sale of Valve Timing Control Devices in unreasonable restraint of 

trade and commerce and in violation of the various state antitrust statutes set forth below. 

172. The contract, combination, or conspiracy consisted of an agreement among 

Defendants and their co-conspirators to fix, raise, inflate, stabilize, and/or maintain at artificially 

supracompetitive prices, Valve Timing Control Devices, and to allocate customers for Valve 

Timing Control Devices in the United States. 

173. In formulating and effectuating this conspiracy, Defendants and their coconspirators performed acts in furtherance of the combination and conspiracy, including: 

(a) participating in meetings and conversations among themselves in the 

United States during which they agreed to price Valve Timing Control 

Devices at certain levels, and otherwise to fix, increase, inflate, maintain, 

or stabilize effective prices paid by Plaintiffs and members of the 

Damages Class with respect to Valve Timing Control Devices sold in the 

United States; 

(b) allocating customers and markets for Valve Timing Control Devices in the 

United States in furtherance of their agreements; and 

(c) participating in meetings and conversations among themselves in the 

United States to implement, adhere to, and police the unlawful agreements 

they reached. 

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174. Defendants and their co-conspirators engaged in the actions described above for 

the purpose of carrying out their unlawful agreements to fix, maintain, increase, or stabilize 

prices and to allocate customers with respect to Valve Timing Control Devices. 

175. Defendants’ anticompetitive acts described above were knowing and willful and 

constitute violations or flagrant violations of the following state antitrust statutes. 

176. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Arizona Revised Statutes, §§ 44-1401, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had the 

following effects: (1) Valve Timing Control Devices price competition was restrained, suppressed, 

and eliminated throughout Arizona; (2) Valve Timing Control Devices prices were raised, fixed, 

maintained and stabilized at artificially high levels throughout Arizona; (3) Plaintiffs and members 

of the Damages Class were deprived of free and open competition; and (4) Plaintiffs and members 

of the Damages Class paid supracompetitive, artificially inflated prices for Valve Timing Control 

Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Arizona commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, Plaintiffs 

and members of the Damages Class have been injured in their business and property and are 

threatened with further injury. 

(d) By reason of the foregoing, Defendants entered into agreements in restraint 

of trade in violation of Ariz. Rev. Stat. §§ 44-1401, et seq. Accordingly, Plaintiffs and members of 

the Damages Class seek all forms of relief available under Ariz. Rev. Stat. §§ 44-1401, et seq.

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177. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the California Business and Professions Code, §§ 16700, et seq. 

(a) During the Class Period, Defendants and their co-conspirators entered into 

and engaged in a continuing unlawful trust in restraint of the trade and commerce described 

above in violation of Section 16720, California Business and Professions Code. Defendants, 

each of them, have acted in violation of Section 16720 to fix, raise, stabilize, and maintain prices 

of, and allocate markets for, Valve Timing Control Devices at supracompetitive levels. 

(b) The aforesaid violations of Section 16720, California Business and 

Professions Code, consisted, without limitation, of a continuing unlawful trust and concert of 

action among Defendants and their co-conspirators, the substantial terms of which were to fix, 

raise, maintain, and stabilize the prices of, and to allocate markets for, Valve Timing Control 

Devices. 

(c) For the purpose of forming and effectuating the unlawful trust, Defendants 

and their co-conspirators have done those things which they combined and conspired to do, 

including but in no way limited to the acts, practices and course of conduct set forth above and 

the following: (1) Fixing, raising, stabilizing, and pegging the price of Valve Timing Control 

Devices; and (2) Allocating among themselves the production of Valve Timing Control Devices. 

(d) The combination and conspiracy alleged herein has had, inter alia, the 

following effects: (1) Price competition in the sale of Valve Timing Control Devices has been 

restrained, suppressed, and/or eliminated in the State of California; (2) Prices for Valve Timing 

Control Devices sold by Defendants and their co-conspirators have been fixed, raised, stabilized, 

and pegged at artificially high, non-competitive levels in the State of California and throughout 

the United States; and (3) Those who purchased Valve Timing Control Devices or vehicles 

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54 

containing Valve Timing Control Devices manufactured by Defendants and their co-conspirators 

have been deprived of the benefit of free and open competition. 

(e) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property in 

that they paid more for Valve Timing Control Devices than they otherwise would have paid in 

the absence of Defendants’ unlawful conduct. As a result of Defendants’ violation of Section 

16720 of the California Business and Professions Code, Plaintiffs and members of the Damages 

Class seek treble damages and their cost of suit, including a reasonable attorney’s fee, pursuant 

to Section 16750(a) of the California Business and Professions Code. 

178. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the District of Columbia Code Annotated §§ 28-4501, et seq.

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout the District of Columbia; (2) Valve Timing Control 

Devices prices were raised, fixed, maintained and stabilized at artificially high levels throughout 

the District of Columbia; (3) Plaintiffs and members of the Damages Class, including those who 

resided in the District of Columbia and/or purchased Valve Timing Control Devices or vehicles 

in the District of Columbia, were deprived of free and open competition, including in the District 

of Columbia; and (4) Plaintiffs and members of the Damages Class, including those who resided 

in the District of Columbia and/or purchased Valve Timing Control Devices or vehicles in the 

District of Columbia, paid supracompetitive, artificially inflated prices for Valve Timing Control 

Devices, including in the District of Columbia. 

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(b) During the Class Period, Defendants’ illegal conduct substantially affected 

District of Columbia commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of District of Columbia Code Ann. §§ 28-4501, et seq. 

Accordingly, Plaintiffs and members of the Damages Class seek all forms of relief available 

under District of Columbia Code Ann. §§ 28-4501, et seq.

179. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Hawaii Revised Statutes Annotated §§ 480-1, et seq. 

(a) Defendants’ unlawful conduct had the following effects: (1) Valve Timing 

Control Devices’ price competition was restrained, suppressed, and eliminated throughout 

Hawaii; (2) Valve Timing Control Devices’ prices were raised, fixed, maintained, and stabilized 

at artificially high levels throughout Hawaii; (3) Plaintiff and members of the Damages Class 

were deprived of free and open competition; and (4) Plaintiff and members of the Damages Class 

paid supracompetitive, artificially inflated prices for Valve Timing Control Devices and vehicles 

containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Hawaii commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiff and members of the Damages Class have been injured in their business and property and 

are threatened with further injury. 

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(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Hawaii Revised Statutes Annotated §§ 480-4, et seq. 

Accordingly, Plaintiffs and members of the Damages Class seek all forms of relief available 

under Hawaii Revised Statutes Annotated §§ 480-4, et seq. 

180. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Illinois Antitrust Act, 740 Illinois Compiled Statutes 10/1, et seq. 

(a) Defendants’ combinations or conspiracies had the following effects: (1) 

Valve Timing Control Devices price competition was restrained, suppressed, and eliminated 

throughout Illinois; (2) Valve Timing Control Devices prices were raised, fixed, maintained, and 

stabilized at artificially high levels throughout Illinois; (3) Plaintiffs and members of the 

Damages Class were deprived of free and open competition; and (4) Plaintiffs and members of 

the Damages Class paid supracompetitive, artificially inflated prices for Valve Timing Control 

Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Illinois commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of 740 Illinois Compiled Statutes 10/1, et seq. Accordingly, 

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57 

Plaintiffs and members of the Damages Class seek all forms of relief available under 740 Illinois 

Compiled Statutes 10/1, et seq.

2

181. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Iowa Code §§ 553.1, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Iowa; (2) Valve Timing Control Devices prices were 

raised, fixed, maintained and stabilized at artificially high levels throughout Iowa; (3) Plaintiffs 

and members of the Damages Class were deprived of free and open competition; and (4) 

Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated prices 

for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Iowa commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Iowa Code §§ 553.1, et seq. Accordingly, Plaintiffs and 

members of the Damages Class seek all forms of relief available under Iowa Code §§ 553.1, et 

seq.

 

2 Dealership Plaintiffs recognize that their claims under the Illinois Antitrust Act were 

dismissed in the Wire Harness action. Dealership Plaintiffs assert this claim here, individually 

and collectively, to preserve it for appeal

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58 

182. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Kansas Statutes Annotated, §§ 50-101, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Kansas; (2) Valve Timing Control Devices prices were 

raised, fixed, maintained and stabilized at artificially high levels throughout Kansas; (3) 

Plaintiffs and members of the Damages Class were deprived of free and open competition; and 

(4) Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated 

prices for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Kansas commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Kansas Stat. Ann. §§ 50-101, et seq. Accordingly, Plaintiffs and 

members of the Damages Class seek all forms of relief available under Kansas Stat. Ann. §§ 50-

101, et seq.

183. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Maine Revised Statutes, Maine Rev. Stat. Ann. 10, §§ 1101, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Maine; (2) Valve Timing Control Devices prices were 

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59 

raised, fixed, maintained and stabilized at artificially high levels throughout Maine; (3) Plaintiffs 

and members of the Damages Class were deprived of free and open competition; and (4) 

Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated prices 

for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Maine commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Maine Rev. Stat. Ann. 10, §§ 1101, et seq. Accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under Maine Rev. Stat. 

Ann. 10, §§ 1101, et seq.

184. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Michigan Compiled Laws Annotated §§ 445.771, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Michigan; (2) Valve Timing Control Devices prices were 

raised, fixed, maintained and stabilized at artificially high levels throughout Michigan; (3) 

Plaintiffs and members of the Damages Class were deprived of free and open competition; and 

(4) Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated 

prices for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

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60 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Michigan commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Michigan Comp. Laws Ann. §§ 445.771, et seq. Accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under Michigan Comp. 

Laws Ann. §§ 445.771, et seq. 

185. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Minnesota Annotated Statutes §§ 325D.49, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Minnesota; (2) Valve Timing Control Devices prices 

were raised, fixed, maintained and stabilized at artificially high levels throughout Minnesota; (3) 

Plaintiffs and members of the Damages Class were deprived of free and open competition; and 

(4) Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated 

prices for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Minnesota commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

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61 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Minnesota Stat. §§ 325D.49, et seq. Accordingly, Plaintiffs and 

members of the Damages Class seek all relief available under Minnesota Stat. §§ 325D.49, et 

seq. 

186. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Mississippi Code Annotated §§ 75-21-1, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Mississippi; (2) Valve Timing Control Devices prices 

were raised, fixed, maintained and stabilized at artificially high levels throughout Mississippi; (3) 

Plaintiffs and members of the Damages Class, including those who resided in Mississippi and/or 

purchased Valve Timing Control Devices or vehicles in Mississippi were deprived of free and 

open competition, including in Mississippi: and (4) Plaintiffs and members of the Damages 

Class, including those who resided in Mississippi and/or purchased Valve Timing Control 

Devices or vehicles in Mississippi paid supracompetitive, artificially inflated prices for Valve 

Timing Control Devices, including in Mississippi. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Mississippi commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Mississippi Code Ann. § 75-21-1, et seq. Accordingly, Plaintiffs 

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62 

and members of the Damages Class seek all relief available under Mississippi Code Ann. § 75-

21-1, et seq.

187. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Nebraska Revised Statutes §§ 59-801, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Nebraska; (2) Valve Timing Control Devices prices were 

raised, fixed, maintained and stabilized at artificially high levels throughout Nebraska; (3) 

Plaintiffs and members of the Damages Class were deprived of free and open competition; and 

(4) Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated 

prices for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Nebraska commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Nebraska Revised Statutes §§ 59-801, et seq. Accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under Nebraska Revised 

Statutes §§ 59-801, et seq.

188. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Nevada Revised Statutes Annotated §§ 598A.010, et seq. 

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63 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had the 

following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Nevada; (2) Valve Timing Control Devices prices were 

raised, fixed, maintained and stabilized at artificially high levels throughout Nevada; 3) Plaintiffs 

and members of the Damages Class, including those who resided in Nevada and/or purchased 

Valve Timing Control Devices or vehicles in Nevada, were deprived of free and open 

competition including in Nevada; and (4) Plaintiffs and members of the Damages Class, 

including those who resided in Nevada and/or purchased Valve Timing Control Devices or 

vehicles in Nevada, paid supracompetitive, artificially inflated prices for Valve Timing Control 

Devices and vehicles containing Valve Timing Control Devices, including in Nevada. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Nevada commerce. 

(a) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(b) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Nevada Rev. Stat. Ann. §§ 598A.010, et seq. Accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under Nevada Rev. Stat. 

Ann. §§ 598A.010, et seq.

189. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the New Hampshire Revised Statutes §§ 356:1, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

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64 

suppressed, and eliminated throughout New Hampshire; (2) Valve Timing Control Devices 

prices were raised, fixed, maintained and stabilized at artificially high levels throughout New 

Hampshire; (3) Plaintiffs and members of the Damages Class were deprived of free and open 

competition; and (4) Plaintiffs and members of the Damages Class paid supracompetitive, 

artificially inflated prices for Valve Timing Control Devices and vehicles containing Valve 

Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

New Hampshire commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of New Hampshire Revised Statutes §§ 356:1, et seq. Accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under New Hampshire 

Revised Statutes §§ 356:1, et seq. 

190. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the New Mexico Statutes Annotated §§ 57-1-1, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout New Mexico; (2) Valve Timing Control Devices prices 

were raised, fixed, maintained and stabilized at artificially high levels throughout New Mexico; 

(3) Plaintiffs and members of the Damages Class were deprived of free and open competition; 

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65 

and (4) Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated 

prices for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

New Mexico commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of New Mexico Stat. Ann. §§ 57-1-1, et seq. Accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under New Mexico Stat. 

Ann. §§ 57-1-1, et seq. 

191. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the New York General Business Laws §§ 340, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout New York; (2) Valve Timing Control Devices prices 

were raised, fixed, maintained and stabilized at artificially high levels throughout New York; (3) 

Plaintiffs and members of the Damages Class, including those who resided in New York and/or 

purchased Valve Timing Control Devices or vehicles in New York, were deprived of free and 

open competition, including in New York; and (4) Plaintiffs and members of the Damages Class, 

including those who resided in New York and/or purchased Valve Timing Control Devices or 

vehicles in New York, paid supracompetitive, artificially inflated prices for Valve Timing 

Control Devices when they purchased, including in New York, Valve Timing Control Devices or 

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66 

vehicles containing Valve Timing Control Devices, or purchased vehicles and Valve Timing 

Control Devices that were otherwise of lower quality than they would have been absent 

Defendants’ and their co-conspirators’ illegal acts, or were unable to purchase Valve Timing 

Control Devices or vehicles that they would have otherwise have purchased absent the illegal 

conduct. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

New York commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of the New York Donnelly Act, §§ 340, et seq. The conduct set 

forth above is a per se violation of the Act. Accordingly, Plaintiffs and members of the Damages 

Class seek all relief available under New York Gen. Bus. Law §§ 340, et seq. 

192. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the North Carolina General Statutes §§ 75-1, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout North Carolina; (2) Valve Timing Control Devices prices 

were raised, fixed, maintained and stabilized at artificially high levels throughout North 

Carolina; (3) Plaintiffs and members of the Damages Class, including those who resided in North 

Carolina and/or purchased Valve Timing Control Devices or vehicles in North Carolina, were 

deprived of free and open competition, including in North Carolina; and (4) Plaintiffs and 

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67 

members of the Damages Class, including those who resided in North Carolina and/or purchased 

Valve Timing Control Devices or vehicles in North Carolina, paid supracompetitive, artificially 

inflated prices for Valve Timing Control Devices or vehicles containing Valve Timing Control 

Devices, including in North Carolina. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

North Carolina commerce. As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(c) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of North Carolina Gen. Stat. §§ 75-1, et seq. Accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under North Carolina Gen. 

Stat. §§ 75-1, et. seq. 

193. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the North Dakota Century Code §§ 51-08.1-01, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout North Dakota; (2) Valve Timing Control Devices prices 

were raised, fixed, maintained and stabilized at artificially high levels throughout North Dakota; 

(3) Plaintiffs and members of the Damages Class were deprived of free and open competition; 

and (4) Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated 

prices for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct had a substantial 

effect on North Dakota commerce. 

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68 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of North Dakota Cent. Code §§ 51-08.1-01, et seq. Accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under North Dakota Cent. 

Code §§ 51-08.1-01, et seq. 

194. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Oregon Revised Statutes §§ 646.705, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Oregon; (2) Valve Timing Control Devices prices were 

raised, fixed, maintained and stabilized at artificially high levels throughout Oregon; (3) 

Plaintiffs and members of the Damages Class were deprived of free and open competition; and 

(4) Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated 

prices for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct had a substantial 

effect on Oregon commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Oregon Revised Statutes §§ 646.705, et seq. Accordingly, 

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69 

Plaintiffs and members of the Damages Class seek all relief available under Oregon Revised 

Statutes §§ 646.705, et seq. 

195. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the South Dakota Codified Laws §§ 37-1-3.1, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout South Dakota; (2) Valve Timing Control Devices prices 

were raised, fixed, maintained and stabilized at artificially high levels throughout South Dakota; 

(3) Plaintiffs and members of the Damages Class, including those who resided in South Dakota 

and/or purchased Valve Timing Control Devices or vehicles in South Dakota, were deprived of 

free and open competition, including in South Dakota; and (4) Plaintiffs and members of the 

Damages Class, including those who resided in South Dakota and/or purchased Valve Timing 

Control Devices or vehicles in South Dakota, paid supracompetitive, artificially inflated prices 

for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices, 

including in South Dakota. 

(b) During the Class Period, Defendants’ illegal conduct had a substantial 

effect on South Dakota commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of South Dakota Codified Laws Ann. §§ 37-1, et seq. Accordingly, 

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70 

Plaintiffs and members of the Damages Class seek all relief available under South Dakota 

Codified Laws Ann. §§ 37-1, et seq. 

196. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Tennessee Code Annotated §§ 47-25-101, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Tennessee; (2) Valve Timing Control Devices prices were 

raised, fixed, maintained and stabilized at artificially high levels throughout Tennessee; (3) 

Plaintiffs and members of the Damages Class, including those who resided in Tennessee and/or 

purchased Valve Timing Control Devices or vehicles in Tennessee, were deprived of free and 

open competition, including in Tennessee; and (4) Plaintiffs and members of the Damages Class, 

including those who resided in Tennessee and/or purchased Valve Timing Control Devices or 

vehicles in Tennessee, paid supracompetitive, artificially inflated prices for Valve Timing 

Control Devices and vehicles containing Valve Timing Control Devices, including in Tennessee. 

(b) During the Class Period, Defendants’ illegal conduct had a substantial 

effect on Tennessee commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Tennessee Code Ann. §§ 47-25-101, et seq. Accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under Tennessee Code 

Ann. §§ 47-25-101, et seq. 

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71 

197. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Utah Code Annotated §§ 76-10-911, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Utah; (2) Valve Timing Control Devices prices were 

raised, fixed, maintained and stabilized at artificially high levels throughout Utah; (3) Plaintiffs 

and members of the Damages Class were deprived of free and open competition; and (4) 

Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated prices 

for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct had a substantial 

effect on Utah commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Utah Code Annotated §§ 76-10-911, et seq. Accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under Utah Code 

Annotated §§ 76-10-911, et seq. 

198. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of 9 Vermont Stat. Ann. § 2453, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Vermont; (2) Valve Timing Control Devices prices were 

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72 

raised, fixed, maintained and stabilized at artificially high levels throughout Vermont; (3) 

Plaintiffs and members of the Damages Class were deprived of free and open competition; and 

(4) Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated 

prices for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct had a substantial 

effect on Vermont commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of 9 Vermont Stat. Ann. § 2453, et seq. Accordingly, Plaintiffs and 

members of the Damages Class seek all relief available under 9 Vermont Stat. Ann. § 2453, et 

seq. Plaintiffs are entitled to relief pursuant to 9 Vermont Ann. Stat. § 2465 and any other 

applicable authority. 

199. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the West Virginia Code §§ 47-18-1, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout West Virginia; (2) Valve Timing Control Devices prices 

were raised, fixed, maintained and stabilized at artificially high levels throughout West Virginia; 

(3) Plaintiffs and members of the Damages Class, including those who resided in West Virginia 

and/or purchased Valve Timing Control Devices or vehicles in West Virginia, were deprived of 

free and open competition including in West Virginia; and (4) Plaintiffs and members of the 

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73 

Damages Class, including those who resided in West Virginia and/or purchased Valve Timing 

Control Devices or vehicles in West Virginia, paid supracompetitive, artificially inflated prices 

for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices, 

including in West Virginia. 

(b) During the Class Period, Defendants’ illegal conduct had a substantial 

effect on West Virginia commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of West Virginia §§ 47-18-1, et seq. Accordingly, Plaintiffs and 

members of the Damages Class seek all relief available under West Virginia §§ 47-18-1, et seq. 

200. Defendants have entered into an unlawful agreement in restraint of trade in 

violation of the Wisconsin Statutes §§ 133.01, et seq. 

(a) Defendants’ and their co-conspirators’ combinations or conspiracies had 

the following effects: (1) Valve Timing Control Devices price competition was restrained, 

suppressed, and eliminated throughout Wisconsin; (2) Valve Timing Control Devices prices 

were raised, fixed, maintained and stabilized at artificially high levels throughout Wisconsin; (3) 

Plaintiffs and members of the Damages Class were deprived of free and open competition; and 

(4) Plaintiffs and members of the Damages Class paid supracompetitive, artificially inflated 

prices for Valve Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct had a substantial 

effect on Wisconsin commerce. 

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74 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) By reason of the foregoing, Defendants have entered into agreements in 

restraint of trade in violation of Wisconsin Stat. §§ 133.01, et seq. Accordingly, Plaintiffs and 

members of the Damages Class seek all relief available under Wisconsin Stat. §§ 133.01, et seq. 

201. Plaintiffs and members of the Damages Class in each of the above states have 

been injured in their business and property by reason of Defendants’ and their co-conspirators’ 

unlawful combination, contract, conspiracy and agreement. Plaintiffs and members of the 

Damages Class have paid more for Valve Timing Control Devices than they otherwise would 

have paid in the absence of Defendants’ unlawful conduct. This injury is of the type the antitrust 

laws of the above states were designed to prevent and flows from that which makes Defendants’ 

conduct unlawful. 

202. In addition, Defendants have profited significantly from the aforesaid conspiracy. 

Defendants’ profits derived from their anticompetitive conduct come at the expense and 

detriment of the Plaintiffs and the members of the Damages Class. 

203. Accordingly, Plaintiffs and the members of the Damages Class in each of the 

above jurisdictions seek damages (including statutory damages where applicable), to be trebled 

or otherwise increased as permitted by a particular jurisdiction’s antitrust law, and costs of suit, 

including reasonable attorneys’ fees, to the extent permitted by the above state laws. 

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THIRD CLAIM FOR RELIEF

Violation of State Consumer Protection Statutes 

(on behalf of Plaintiffs and the Damages Class) 

204. Plaintiffs incorporate and reallege, as though fully set forth herein, each and every 

allegation set forth in the preceding paragraphs of this Complaint. 

205. Defendants knowingly engaged in unfair competition or unfair, unconscionable, 

deceptive or fraudulent acts or practices in violation of the state consumer protection and unfair 

competition statutes listed below. 

206. Defendants have knowingly entered into an unlawful agreement in restraint of 

trade in violation of the Arkansas Code Annotated, § 4-88-101. 

(a) Defendants knowingly agreed to, and did in fact act in, restraint of trade or 

commerce by affecting, fixing, controlling, and/or maintaining at non-competitive and artificially 

inflated levels, the prices at which Valve Timing Control Devices were sold, distributed, or 

obtained in Arkansas and took efforts to conceal their agreements from Plaintiffs and members 

of the Damages Class. 

(b) The aforementioned conduct on the part of Defendants constituted 

“unconscionable” and “deceptive” acts or practices in violation of Arkansas Code Annotated, § 

4-88-107(a)(10). 

(c) Defendants’ unlawful conduct had the following effects: (1) Valve Timing 

Control Devices price competition was restrained, suppressed, and eliminated throughout 

Arkansas; (2) Valve Timing Control Devices prices were raised, fixed, maintained, and 

stabilized at artificially high levels throughout Arkansas; (3) Plaintiffs and the members of the 

Damages Class were deprived of free and open competition; and (4) Plaintiffs and the members 

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of the Damages Class paid supracompetitive, artificially inflated prices for Valve Timing Control 

Devices and vehicles containing Valve Timing Control Devices. 

(d) During the Class Period, Defendants’ illegal conduct substantially affected 

Arkansas commerce and consumers. 

(e) As a direct and proximate result of the unlawful conduct of Defendants, 

Plaintiffs and the members of the Damages Class have been injured in their business and 

property and are threatened with further injury. 

(f) Defendants have engaged in unfair competition or unfair or deceptive acts 

or practices in violation of Arkansas Code Annotated, § 4-88-107(a)(10) and, accordingly, 

Plaintiffs and the members of the Damages Class seek all relief available under that statute. 

207. Defendants have engaged in unfair competition or unfair, unconscionable, 

deceptive or fraudulent acts or practices in violation of California Business and Professions Code 

§ 17200, et seq. 

(a) During the Class Period, Defendants committed and continue to commit 

acts of unfair competition, as defined by Sections 17200, et seq. of the California Business and 

Professions Code, by engaging in the acts and practices specified above. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

California commerce and consumers. 

(c) This claim is instituted pursuant to Sections 17203 and 17204 of the 

California Business and Professions Code, to obtain restitution from Defendants for acts, as 

alleged herein, that violated Section 17200 of the California Business and Professions Code, 

commonly known as the Unfair Competition Law. 

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(d) Defendants’ conduct as alleged herein violated Section 17200. The acts, 

omissions, misrepresentations, practices and non-disclosures of Defendants, as alleged herein, 

constituted a common, continuous, and continuing course of conduct of unfair competition by 

means of unfair, unlawful, and/or fraudulent business acts or practices within the meaning of 

California Business and Professions Code, Section 17200, et seq., including, but not limited to, 

the following: (1) the violations of Section 1 of the Sherman Act, as set forth above; (2) the 

violations of Section 16720, et seq., of the California Business and Professions Code, set forth 

above; 

(e) Defendants’ acts, omissions, misrepresentations, practices, and nondisclosures, as described above, whether or not in violation of Section 16720, et seq., of the 

California Business and Professions Code, and whether or not concerted or independent acts, are 

otherwise unfair, unconscionable, unlawful or fraudulent; 

(f) Defendants’ acts or practices are unfair to purchasers of Valve Timing 

Control Devices (or vehicles containing them) in the State of California within the meaning of 

Section 17200, California Business and Professions Code; and 

(g) Defendants' unlawful conduct had the following effects: (1) Valve Timing 

Control Devices price competition was restrained, suppressed, and eliminated throughout 

California; (2) Valve Timing Control Devices prices were raised, fixed, maintained, and 

stabilized at artificially high levels throughout California; (3) Plaintiffs and members of the 

Damages Class, including those who resided in California and/ or purchased Valve Timing 

Control Devices or vehicles in California, were deprived of free and open competition, including 

in California; and (4) Plaintiffs and members of the Damages Class, including those who resided 

in California and/or purchased Valve Timing Control Devices or vehicles in California, paid 

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supracompetitive, artificially inflated prices for Valve Timing Control Devices and vehicles 

containing Valve Timing Control Devices, including in California. 

(h) Defendants’ acts and practices are fraudulent or deceptive within the 

meaning of Section 17200 of the California Business and Professions Code. 

(i) Plaintiffs and members of the Damages Class are entitled to full restitution 

and/or disgorgement of all revenues, earnings, profits, compensation, and benefits that may have 

been obtained by Defendants as a result of such business acts or practices. 

(j) The illegal conduct alleged herein is continuing and there is no indication 

that Defendants will not continue such activity into the future. 

(k) As alleged in this Complaint, Defendants and their co-conspirators have 

been unjustly enriched as a result of their wrongful conduct and by Defendants’ unfair 

competition. Plaintiffs and the members of the Damages Class are accordingly entitled to 

equitable relief including restitution and/or disgorgement of all revenues, earnings, profits, 

compensation, and benefits that may have been obtained by Defendants as a result of such 

business practices, pursuant to the California Business and Professions Code, Sections 17203 and 

17204. 

208. Defendants have engaged in unfair competition or unfair, unconscionable, or 

deceptive acts or practices in violation of the Florida Deceptive and Unfair Trade Practices Act, 

Fla. Stat. §§ 501.201, et seq. 

(a) Defendants’ unlawful conduct had the following effects: (1) Valve 

Timing Control Devices price competition was restrained, suppressed, and eliminated throughout 

Florida; (2) Valve Timing Control Devices prices were raised, fixed, maintained, and stabilized 

at artificially high levels throughout Florida; (3) Plaintiffs and members of the Damages Class, 

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including those who resided in Florida and/or purchased Valve Timing Control Devices or 

vehicles in Florida were deprived of free and open competition, including in Florida; (4) 

Plaintiffs and members of the Damages Class, including those who resided in Florida and/or 

purchased Valve Timing Control Devices or vehicles in Florida paid supracompetitive, 

artificially inflated prices for Valve Timing Control Devices, including in Florida. 

(b) During the Class Period, Defendants’ illegal conduct substantially affected 

Florida commerce and purchasers of Valve Timing Control Devices and vehicles in Florida. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured and are threatened with further 

injury. 

(d) Defendants have engaged in unfair competition or unfair or deceptive acts 

or practices in violation of Florida Stat. § 501.201, et seq., and, accordingly, Plaintiffs and 

members of the Damages Class seek all relief available under that statute. 

209. Defendants have engaged in unfair competition or unfair, unconscionable, or 

deceptive acts or practices in violation of the New Mexico Stat. § 57-12-1, et seq. 

(a) Defendants and their co-conspirators agreed to, and did in fact, act in 

restraint of trade or commerce by affecting, fixing, controlling and/or maintaining at noncompetitive and artificially inflated levels, the prices at which Valve Timing Control Devices 

were sold, distributed or obtained in New Mexico and took efforts to conceal their agreements 

from Plaintiffs and members of the Damages Class. 

(b) Plaintiffs were not aware of Defendants’ price-fixing conspiracy and were 

therefore unaware that they were being unfairly and illegally overcharged. There was a gross 

disparity of bargaining power between the parties with respect to the price charged by 

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Defendants for Valve Timing Control Devices. Defendants had the sole power to set that price 

and Plaintiffs had no power to negotiate a lower price. Moreover, Plaintiffs lacked any 

meaningful choice in purchasing Valve Timing Control Devices because they were unaware of 

the unlawful overcharge and because they had to purchase Valve Timing Control Devices in 

order to be able to operate their vehicles. Defendants’ conduct with regard to sales of Valve 

Timing Control Devices, including their illegal conspiracy to secretly fix the price of Valve 

Timing Control Devices at supracompetitive levels and overcharge consumers, was substantively 

unconscionable because it was one-sided and unfairly benefited Defendants at the expense of 

Plaintiffs and the public. Defendants took grossly unfair advantage of Plaintiffs. 

(c) The aforementioned conduct on the part of Defendants constituted 

“unconscionable trade practices,” in violation of N.M.S.A. Stat. § 57-12-3, in that such conduct, 

inter alia, resulted in a gross disparity between the value received by Plaintiffs and the members 

of the Damages Class and the prices paid by them for Valve Timing Control Devices as set forth 

in N.M.S.A., § 57-12-2E, due to the inflated prices paid by Plaintiffs and Class members for 

vehicles and Valve Timing Control Devices. 

(d) Defendants’ unlawful conduct had the following effects: (1) Valve 

Timing Control Devices price competition was restrained, suppressed, and eliminated throughout 

New Mexico; (2) Valve Timing Control Devices prices were raised, fixed, maintained, and 

stabilized at artificially high levels throughout New Mexico; (3) Plaintiffs and the members of 

the Damages Class were deprived of free and open competition; and (4) Plaintiffs and the 

members of the Damages Class paid supracompetitive, artificially inflated prices for Valve 

Timing Control Devices and vehicles containing Valve Timing Control Devices. 

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(e) During the Class Period, Defendants’ illegal conduct substantially affected 

New Mexico commerce and consumers. 

(f) As a direct and proximate result of the unlawful conduct of Defendants, 

Plaintiffs and the members of the Damages Class have been injured and are threatened with 

further injury. 

(g) Defendants have engaged in unfair competition or unfair or deceptive acts 

or practices in violation of New Mexico Stat. § 57-12-1, et seq., and, accordingly, Plaintiffs and 

the members of the Damages Class seek all relief available under that statute. 

210. The Defendants have engaged in unfair competition or unfair, unconscionable, or 

deceptive acts or practices in violation of N.Y. Gen. Bus. Law § 349, et seq.

(a) The Defendants and their co-conspirators agree to, and did in fact, act in 

restraint of trade or commerce by affecting, fixing, controlling and/or maintaining, at artificial 

and non-competitive levels, the prices at which Valve Timing Control Devices were sold, 

distributed or obtained in New York and took efforts to conceal their agreements from Plaintiffs 

and members of the Damages Class. 

(b) Defendants deceptively led purchasers, such as Plaintiffs and Class 

members, to believe that the Valve Timing Control Devices they had purchased as replacements 

and inside vehicles had been sold at legal competitive prices, when they had in fact been sold at 

collusively obtained inflated prices, that were passed on to them. 

(c) The conduct of the Defendants described herein constitutes consumeroriented deceptive acts or practices within the meaning of N.Y. Gen. Bus. Law § 349, which 

resulted in injuries to purchasers and broad adverse impact on the public at large, and harmed the 

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public interest of New York State in an honest marketplace in which economic activity is 

conducted in a competitive manner. 

(d) The Defendants’ unlawful conduct had the following effects: (1) Valve 

Timing Control Devices price competition was restrained, suppressed, and eliminated throughout 

New York; (2) Valve Timing Control Devices prices were raised, fixed, maintained, and 

stabilized at artificially high levels throughout New York; (3) Plaintiffs and members of the 

Damages Class including those who resided in New York and/or purchased Valve Timing 

control Devices or vehicles in New York were deprived of free and open competition, including 

in New York; and (4) Plaintiffs and members of the Damages Class including those who resided 

in New York and/or purchased Valve Timing control Devices or vehicles in New York paid 

supracompetitive, artificially inflated prices for Valve Timing Control Devices, including in New 

York. 

(e) Because of Defendants' unlawful trade practices in the State of New York, 

New York purchasers who indirectly purchased Valve Timing Control Devices were misled to 

believe that they were paying a fair price for Valve Timing Control Devices or the price 

increases for Valve Timing Control Devices were for valid business reasons; and similarly 

situated purchasers were affected by Defendants' conspiracy. 

(f) During the Class Period, the Defendants’ illegal conduct substantially 

affected New York commerce and New York purchasers.

(g) During the Class Period, the Defendants directly, or indirectly and through 

affiliates they dominated and controlled, manufactured, sold and/or distributed Valve Timing 

Control Devices in New York. 

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(h) Defendants knew that their unlawful trade practices with respect to pricing 

Variable Valve Timing Control Devices would have a broad impact, causing class members who 

indirectly purchased Valve Timing Control Devices to be injured by paying more for Valve 

Timing Control Devices than they would have paid in the absence of Defendants' unlawful trade 

acts and practices. 

(i) Plaintiffs and members of the Damages Class seek all relief available 

pursuant to N.Y. Gen. Bus. Law § 349 (h). 

211. The Defendants have engaged in unfair competition or unfair, unconscionable, or 

deceptive acts or practices in violation of North Carolina Gen. Stat. § 75-1.1, et seq. 

(a) The Defendants and their co-conspirators agreed to, and did in fact, act in 

restraint of trade or commerce by affecting, fixing, controlling and/or maintaining, at artificial 

and non-competitive levels, the prices at which Valve Timing Control Devices were sold, 

distributed or obtained in North Carolina and took efforts to conceal their agreements from 

Plaintiffs and members of the Damages Class. 

(b) The conduct of the Defendants described herein constitutes consumeroriented deceptive acts or practices within the meaning of North Carolina law, which resulted in 

injury to purchasers and broad adverse impact on the public at large, and harmed the public 

interest of North Carolina purchasers in an honest marketplace in which economic activity is 

conducted in a competitive manner. 

(c) The Defendants’ unlawful conduct had the following effects: (1) Valve 

Timing Control Devices price competition was restrained, suppressed, and eliminated throughout 

North Carolina; (2) Valve Timing Control Devices prices were raised, fixed, maintained, and 

stabilized at artificially high levels throughout North Carolina; (3) Plaintiffs and members of the 

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Damages Class including those who resided in North Carolina and/or purchased Valve Timing 

Control Devices or vehicles in North Carolina were deprived of free and open competition, 

including in North Carolina; and (4) Plaintiffs and members of the Damages Class including 

those who resided in North Carolina and/or purchased Valve Timing Control Devices or vehicles 

in North Carolina paid supracompetitive, artificially inflated prices for Valve Timing Control 

Devices, including in North Carolina. 

(d) During the Class Period, the Defendants’ illegal conduct substantially 

affected North Carolina commerce and purchasers in North Carolina. 

(e) Defendants deceptively concealed their unlawful activities by conducting 

meetings and conversations in secret. 

(f) During the Class Period, the Defendants directly, or indirectly and through 

affiliates they dominated and controlled, manufactured, sold and/or distributed Valve Timing 

Control Devices in North Carolina. 

(g) Plaintiffs and members of the Damages Class seek actual damages for 

their injuries caused by these violations in an amount to be determined at trial and are threatened 

with further injury. The Defendants have engaged in unfair competition or unfair or deceptive 

acts or practices in violation of North Carolina Gen. Stat. § 75-1.1, et seq., and, accordingly, 

Plaintiffs and members of the Damages Class seek all relief available under that statute. 

212. Defendants have engaged in unfair competition or unfair, unconscionable, or 

deceptive acts or practices in violation of South Carolina Unfair Trade Practices Act, S.C. Code 

Ann. §§ 39-5-10, et seq. 

(a) Defendants’ combinations or conspiracies had the following effects: (1) 

Valve Timing Control Devices price competition was restrained, suppressed, and eliminated 

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throughout South Carolina; (2) Valve Timing Control Devices prices were raised, fixed, 

maintained, and stabilized at artificially high levels throughout South Carolina; (3) Plaintiffs and 

members of the Damages Class were deprived of free and open competition; and (4) Plaintiffs 

and members of the Damages Class paid supracompetitive, artificially inflated prices for Valve 

Timing Control Devices and vehicles containing Valve Timing Control Devices. 

(b) During the Class Period, Defendants’ illegal conduct had a substantial 

effect on South Carolina commerce. 

(c) As a direct and proximate result of Defendants’ unlawful conduct, 

Plaintiffs and members of the Damages Class have been injured in their business and property 

and are threatened with further injury. 

(d) Defendants have engaged in unfair competition or unfair or deceptive acts 

or practices in violation of S.C. Code Ann. §§ 39-5-10, et seq., and, accordingly, Plaintiffs and 

the members of the Damages Class seek all relief available under that statute. 

213. Defendants have engaged in unfair competition or unfair, unconscionable, or 

deceptive acts or practices in violation of 9 Vermont § 2451, et seq.

(a) Defendants and their co-conspirators agreed to, and did in fact, act in 

restraint of trade or commerce in a market that includes Vermont by affecting, fixing, 

controlling, and/or maintaining, at artificial and non-competitive levels, the prices at which 

Valve Timing Control Devices were sold, distributed, or obtained in Vermont. 

(b) Defendants deliberately failed to disclose material facts to Plaintiffs and 

members of the Damages Class concerning their unlawful activities and artificially inflated 

prices for Valve Timing Control Devices. Defendants owed a duty to disclose such facts, and 

Defendants breached that duty of by their silence. Defendants misrepresented to all purchasers 

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during the Class Period that their Valve Timing Control Devices prices were competitive and 

fair. 

(c) Defendants’ unlawful conduct had the following effects: (1) Valve 

Timing Control Devices price competition was restrained, suppressed, and eliminated throughout 

Vermont; (2) Valve Timing Control Devices prices were raised, fixed, maintained, and stabilized 

at artificially high levels throughout Vermont; (3) Plaintiffs and members of the Damages Class 

were deprived of free and open competition; and (4) Plaintiffs and members of the Damages 

Class paid supracompetitive, artificially inflated prices for Valve Timing Control Devices and 

vehicles containing Valve Timing Control Devices. 

(d) As a direct and proximate result of Defendants’ violations of law, 

Plaintiffs and members of the Damages Class suffered an ascertainable loss of money or property 

as a result of Defendants’ use or employment of unconscionable and deceptive commercial 

practices as set forth above. That loss was caused by Defendants’ willful and deceptive conduct, 

as described herein. 

(e) Defendants’ deception, including their affirmative misrepresentations and 

omissions concerning the price of Valve Timing Control Devices, misled purchasers acting 

reasonably under the circumstances to believe that they were purchasing Valve Timing Control 

Devices at prices set by a free and fair market. Defendants’ misleading conduct and 

unconscionable activities constitutes unfair competition or unfair or deceptive acts or practices in 

violation of 9 Vermont § 2451, et seq., and, accordingly, Plaintiffs and members of the Damages 

Class seek all relief available under that statute. 

FOURTH CLAIM FOR RELIEF

Unjust Enrichment 

(on behalf of Plaintiffs and the Damages Class) 

214. Plaintiffs incorporate by reference the allegations in the preceding paragraphs. 

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215. Plaintiffs bring this claim under the laws of all states listed in the Second and 

Third Claims, supra., except California. Plaintiffs also bring this claim under the laws of 

Missouri and Massachusetts, on behalf of the Plaintiffs who have their primary places of 

business in those states and the class members in those states. 

216. As a result of their unlawful conduct described above, Defendants have been, and 

will continue to be, unjustly enriched. Defendants have been unjustly enriched by the receipt of, 

at a minimum, unlawfully inflated prices and unlawful profits on sales of Valve Timing Control 

Devices. 

217. Defendants have benefited from their unlawful acts and it would be inequitable 

for Defendants to be permitted to retain any of the ill-gotten gains resulting from the 

overpayments made by Plaintiffs or the members of the Damages Class for Valve Timing 

Control Devices. 

218. Plaintiffs and the members of the Damages Class are entitled to the amount of 

Defendants’ ill-gotten gains resulting from their unlawful, unjust, and inequitable conduct. 

Plaintiffs and the members of the Damages Class are entitled to the establishment of a 

constructive trust consisting of all ill-gotten gains from which Plaintiffs and the members of the 

Damages Class may make claims on a pro rata basis. 

219. Pursuit of any remedies against the firms from whom Plaintiffs and the Class 

members purchased Valve Timing Control Devices and vehicles containing Valve Timing 

Control Devices subject to Defendants’ conspiracy would have been futile, given that those firms 

did not take part in Defendants’ conspiracy. 

PRAYER FOR RELIEF

Accordingly, Plaintiffs respectfully request that: 

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A. The Court determine that this action may be maintained as a class action under 

Rule 23(a), (b)(2) and (b)(3) of the Federal Rules of Civil Procedure, and direct that reasonable 

notice of this action, as provided by Rule 23(c)(2) of the Federal Rules of Civil Procedure, be 

given to each and every member of the Classes; 

B. That the unlawful conduct, contract, conspiracy, or combination alleged herein be 

adjudged and decreed: 

(a) An unreasonable restraint of trade or commerce in violation of Section 1 

of the Sherman Act; 

(b) A per se violation of Section 1 of the Sherman Act; 

(c) An unlawful combination, trust, agreement, understanding and/or concert 

of action in violation of the state antitrust and unfair competition and consumer protection laws 

as set forth herein; and 

(d) Acts of unjust enrichment by Defendants as set forth herein. 

C. Plaintiffs and the members of the Damages Class recover damages, to the 

maximum extent allowed under such laws, and that a joint and several judgment in favor of 

Plaintiffs and the members of the Damages Class be entered against Defendants in an amount to 

be trebled to the extent such laws permit; 

D. Plaintiffs and the members of the Damages Class recover damages, to the 

maximum extent allowed by such laws, in the form of restitution and/or disgorgement of profits 

unlawfully gained from them; 

E. Defendants, their affiliates, successors, transferees, assignees and other officers, 

directors, partners, agents and employees thereof, and all other persons acting or claiming to act 

on their behalf or in concert with them, be permanently enjoined and restrained from in any 

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manner continuing, maintaining or renewing the conduct, contract, conspiracy, or combination 

alleged herein, or from entering into any other contract, conspiracy, or combination having a 

similar purpose or effect, and from adopting or following any practice, plan, program, or device 

having a similar purpose or effect; 

F. Plaintiffs and the members of the Damages Class be awarded restitution, 

including disgorgement of profits Defendants obtained as a result of their acts of unfair 

competition and unjust enrichment; 

G. Plaintiffs and the members of the Classes be awarded pre- and post- judgment 

interest as provided by law, and that such interest be awarded at the highest legal rate from and 

after the date of service of this Complaint; 

H. Plaintiffs and the members of the Classes recover their costs of suit, including 

reasonable attorneys’ fees, as provided by law; and

I. Plaintiffs and members of the Classes have such other and further relief as the 

case may require and the Court may deem just and proper. 

JURY DEMAND

Plaintiffs demand a trial by jury, pursuant to Rule 38(b) of the Federal Rules of Civil 

Procedure, of all issues so triable. 

DATED: February 11, 2015 

Respectfully submitted, 

/s/ Gerard V. Mantese

Gerard V. Mantese 

(Michigan Bar No. P34424) 

David Hansma 

(Michigan Bar No. P71056) 

Brendan Frey 

(Michigan Bar No. P70893) 

Mantese Honigman Rossman and 

Williamson, P.C. 

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90 

1361 E. Big Beaver Road 

Troy, Michigan 48083 

Telephone: (248) 457-9200 

gmantese@manteselaw.com 

dhansma@manteselaw.com 

bfrey@manteselaw.com 

Don Barrett 

Brian Herrington 

David McMullan 

Barrett Law Group, P.A. 

P.O. Box 927 

404 Court Square 

Lexington, MS 39095 

Telephone: (662) 834-2488 

dbarrett@barrettlawgroup.com 

bherrington@barrettlawgroup.com 

dmcmullan@barrettlawgroup.com 

Jonathan W. Cuneo 

Joel Davidow 

Daniel Cohen 

Victoria Romanenko 

Yifei Li 

Cuneo Gilbert & LaDuca, LLP 

507 C Street, N.E. 

Washington, DC 20002 

Telephone: (202) 789-3960 

jonc@cuneolaw.com 

joel@cuneolaw.com 

danielc@cuneolaw.com 

vicky@cuneolaw.com 

evelyn@cuneolaw.com 

Shawn M. Raiter 

Larson • King, LLP 

2800 Wells Fargo Place 

30 East Seventh Street 

St. Paul, MN 55101 

Telephone: (651) 312-6500 

sraiter@larsonking.com 

psand@larsonking.com 

Michael J. Flannery 

Cuneo Gilbert & LaDuca, LLP 

300 North Tucker 

Suite 801 

St. Louis, MO 63101 

Telephone: (314) 226-1015 

mflannery@cuneolaw.com 

Phillip Duncan 

Richard Quintus 

Duncan Firm, P.A. 

900 S. Shackleford, Suite 725 

Little Rock, AR 72211 

Telephone: (501) 228-7600 

phillip@duncanfirm.com 

richard@duncanfirm.com 

Thomas P. Thrash 

Thrash Law Firm, P.A. 

1101 Garland Street 

Little Rock, AR 72201 

Telephone: (501) 374-1058 

tomthrash@sbcglobal.net 

Dewitt Lovelace 

Valerie Nettles 

Lovelace & Associates, P.A. 

Suite 200 

12870 US Hwy 98 West 

Charles Barrett 

Charles Barrett, P.C. 

6518 Highway 100 

Suite 210 

Nashville, Tennessee 37205 

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91 

Miramar Beach, FL 32550 

Telephone: (850) 837-6020 

dml@lovelacelaw.com 

alex@lovelacelaw.com 

Telephone: (615) 515-3393 

charles@cfbfirm.com 

Gregory Johnson 

G. Johnson Law, PLLC 

6688 145th Street West, 

Apple Valley, MN 55124 

Telephone: (952) 930-2485 

greg@gjohnsonlegal.com 

Attorneys for Dealership Plaintiffs

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