UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION

IN RE: AUTOMOTIVE PARTS 

ANTITRUST LITIGATION

Master File No. 12-md-02311

Hon. Marianne O. Battani

IN RE: POWER WINDOW MOTORS

Case No. 2:13-cv-02301

Case No. 2:15-cv-11829

THIS DOCUMENT RELATES TO

ALL DIRECT PURCHASER ACTIONS 

OPINION AND ORDER GRANTING DEFENDANTS’ MOTION 

TO DISMISS DIRECT PURCHASER PLAINTIFF’S COMPLAINT 

IN THE POWER WINDOW MOTORS ACTION

Before the Court is Defendants DENSO Corporation, DENSO International

America, Inc., DENSO International Korea Corporation, ASMO North America, LLC, and

ASMO North Carolina, Inc. (collectively “DENSO”) and Defendants Mitsuba Corporation

and America Mitsuba Corporation’s (collectively “Mitsuba”) motion to dismiss all claims

of Plaintiff All European Auto Supply, Inc. (“AEAS”) (Doc. No. 40 in 13-2301, Doc. No.

23 in 15-11829). DENSO and Mitsuba base their motion on the Court’s Opinion and

Order, dated April 18, 2017, filed in two component part cases that are part of this

Multidistrict Litigation–Spark Plugs and Oxygen Sensors. In its Order, the Court granted

the defendants’ motions to dismiss the complaints because of one of the defendant’s

arbitration agreement. (See Doc. Nos. 46 in 15-3001; 57 in 15-3101). 

The Court has reviewed all the relevant filings and finds oral argument will not aid

in the resolution of this dispute. See E. D. Mich. LR 7.1(f)(2). For the reasons that

follow, the motion is GRANTED.

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I. INTRODUCTION AND PROCEDURAL BACKGROUND

Plaintiff AEAS filed its complaint on May 20, 2015, against DENSO, Mitsuba, and

Robert Bosch GmbH, Bosch Electrical Drives Co., Ltd., and Robert Bosch LLC

(collectively Bosch”). Plaintiff alleged that Defendants engaged in an antitrust

conspiracy to fix prices for Power Window Motors in violation of Section 1 of the

Sherman Act. (Compl. ¶¶ 82-87). 

AEAS only purchased Power Window Motors from Bosch. According to

Defendants, in December 2015, Bosch notified AEAS that its claims against Bosch were

subject to binding arbitration. The following month, AEAS dismissed Bosch from this

action. (Doc. No. 18 in 15-11829). Consequently, AEAS’ claims against DENSO and

Mitsuba are premised on joint and several liability for the damages alleged to be

attributable to purchases from Bosch. 

In its April 18, 2017 Order in the Spark Plugs and Oxygen Sensor component

part cases, this Court held that to the extent a plaintiff seeks to hold a defendant jointly

and severally liable for purchases from Bosch, the claims must be arbitrated pursuant to

the arbitration clause incorporated by reference into the Bosch sales invoices under the

doctrine of equitable estoppel. The Court determined that state law governed the

availability of estoppel, and that Michigan law governed whether DENSO could enforce

the Bosch arbitration agreement as a nonsignatory. (See Doc. No. 57 in 15-2101at 6,

10). In its analysis, the Court recognized that a nonparty to an agreement may not be

bound by its terms absent a recognized exception, and that estoppel was a recognized

exception. (See Doc. No. 57 in 15-2101 (citing AFSCME Council 25 v. Wayne Cty., 811

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N.W.2d 4, 11, 12 (Mich. Ct. App. 2011) and Thomson-CSF, S.A. v. Am. Arbitration

Ass'n, 64 F.3d 773, 776 (2d Cir. 1995)). 

Moreover, the Court concluded that under Michigan law, the proper test for the

application of estoppel requires “both that the nonsignatory being compelled to arbitrate

has a close relationship with one of the signatories and that the claims raised by the

plaintiffs are related to the agreement containing an arbitration clause.” (Order at 12,

citing Thomas v. Right Choice Staffing Group, LLC, No. 15-10055, 2015 U.S. Dist.

LEXIS 87073, at *18-19 (E.D. Mich. July 6, 2015); Southerland v. Corp. Transit of Am.,

No. 13-14462, 2014 U.S. Dist. LEXIS 138117, at *5 (E.D. Mich. Sept. 20, 2014)). After

applying the law to the facts presented, the Court held that the direct purchaser plaintiffs

were required to arbitrate claims arising from the damages attributable to Bosch’s sales.

II. STANDARD OF REVIEW

Federal Rule of Civil Procedure 12(b)(6) allows district courts to dismiss a

complaint that fails “to state a claim upon which relief can be granted.” To survive a

motion to dismiss for failure to state a claim under Rule 12(b)(6), the plaintiff must show

that his complaint alleges facts which, if proven, would entitle him to relief. First Am.

Title Co. v. DeVaugh, 480 F.3d 438, 443 (6th Cir. 2007). “A complaint must contain

either direct or inferential allegations with respect to all material elements necessary to

sustain a recovery under some viable legal theory.” Weiner v. Klais & Co., 108 F.3d 86,

88 (6th Cir. 1997). 

In Twombly, the Supreme Court considered the pleading requirements needed to

withstand a motion to dismiss relative to a section 1 Sherman Act claim. It held that the

complaint must contain enough factual matter to “plausibly suggest” an agreement:

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Asking for plausible grounds to infer an agreement does not impose a

probability requirement at the pleading stage; it simply calls for enough

fact to raise a reasonable expectation that discovery will reveal evidence

of illegal agreement. And, of course, a well-pleaded complaint may

proceed even if it strikes a savvy judge that actual proof of those facts is

improbable, and that a recovery is very remote and unlikely.

550 U.S. at 556. 

When reviewing a motion to dismiss, the Court “must construe the complaint in

the light most favorable to the plaintiff, accept all factual allegations as true, and

determine whether the complaint contains enough fact to state a claim to relief that is

plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). Although

the federal procedural rules do not require that the facts alleged in the complaint be

detailed, “‘a plaintiff's obligation to provide the ‘grounds' of his ‘entitlement to relief’

requires more than labels and conclusions, and a formulaic recitation of a cause of

action's elements will not do.' ” Twombly, 550 U.S. at 555; Ashcroft v. Iqbal, 556 U.S.

662, 678 (2009) (“Threadbare recitals of the elements of a cause of action, supported

by mere conclusory statements, do not suffice.”).

III. ANALYSIS

AEAS concedes in its response to the motion that “strict application” of the

Court’s decision in the prior component parts actions “would result in a ruling that the

claims here are subject to arbitration under equitable estoppel.” (Doc. No. 41 at 1). 

Although AEAS disagrees with the Court’s decision in those actions, in order to

preserve its arguments that the claims are not subject to arbitration here, AEAS

opposes the motion. 

Its opposition is not persuasive; AEAS has not advanced dispositive authority

supporting a different outcome. The new case law it cited, Lenox MacLaren Surgical

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Corp. v. Medtronic, Inc., 449 F. App’s 704 (10th Cir. 2011), an unpublished opinion,

addressed “whether and under what circumstances” the doctrine of equitable estoppel

might “compel arbitration between a signatory and a nonsignatory” to an agreement. Id.

at 709. The court concluded that the plaintiff was not seeking to hold the nonsignatory

liable under the duties imposed by the underlying agreement. 

In contrast, here, the Court held that the nonsignatory defendants had shown that

the plaintiffs had raised allegations of interdependent and concerted misconduct and

that the plaintiffs’ claims related to the agreement containing an arbitration clause. (See

Doc. No. 57 in 15-2101 at 12). The Court then determined that the defendants satisfied

both prongs of the test. The same agreement is at issue in this case as well as the

same claims. DPPs did not cite any case law demonstrating that the Michigan test for

equitable estoppel is not met under the facts and circumstances presented here. 

IV. CONCLUSION

For the foregoing reasons, the Court GRANTS Defendants’ motion. 

IT IS SO ORDERED.

Date: June 5, 2018 s/Marianne O. Battani 

MARIANNE O. BATTANI

United States District Judge

CERTIFICATE OF SERVICE

The undersigned certifies that the foregoing Order was served upon counsel of record via the Court's ECF System to their

respective email addresses or First Class U.S. mail to the non-ECF participants on June 5, 2018.

s/ Kay Doaks 

Case Manager

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