Mesabi Metallics

Case 17-51210-CTG Doc 1074 Filed 09/04/24 Page 1 of 104
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
ESSAR STEEL MINNESOTA LLC Case No. 16-11626 (CTG)

and ESML HOLDINGS INC.,
Jointly Administered
Reorganized Debtors.
MESABI METALLICS COMPANY

LLC (f/k/a Essar Steel Minnesota, Adv. Proc. No. 17-51210 (CTG)
LLC),
Related Docket Nos. 833, 835, 836, 870, 873,
Plaintiff, & 876
v. MEMORANDUM OPINION
CLEVELAND-CLIFFS INC., et al.,
Defendants.
Counterclaim-Plaintiffs,
v.
MESABI METALLICS COMPANY

LLC,
Counterclaim-Defendant.
Third-Party-Plaintiffs,
v.
CHIPPEWA CAPITAL PARTNERS,

LLC,
Third-Party-Defendant.
TABLE OF CONTENTS
Factual and Procedural Background ............................................................................ 3
Jurisdiction .................................................................................................................. 13
Analysis ........................................................................................................................ 18
I. Each of the motions in limine will be denied ................................................... 19
A. The motion to exclude Emmott’s testimony will be denied .................. 23
B. The motion to exclude Zona’s testimony will be denied as moot .......... 24
C. The motion to exclude Davis’ testimony will be denied as moot .......... 24
II. Mesabi is entitled to partial summary judgment on its claim that Cliffs
had monopoly power in the relevant market; Cliffs’ summary judgment
motion will be denied because there are genuine factual disputes
on exclusionary conduct, antitrust injury, and damages ................................ 25
A. Mesabi is entitled to partial summary judgment on its claim that

the relevant market, for antitrust purposes, is the market for
blast furnace pellets in the Great Lakes region .................................... 26
1. Blast furnace pellets are the relevant product market .............. 28
2. The Great Lakes region is the relevant geographic market ...... 36
B. Mesabi is entitled to summary judgment on its claim that

Cliffs possessed monopoly power in the relevant market..................... 43
C. Cliffs is not entitled to summary judgment on the claim that it did

not engage in exclusionary conduct, cause antitrust injury, or
cause damages to Mesabi ....................................................................... 47
1. Cliffs has failed to establish that its conduct, viewed

holistically, was not exclusionary ............................................... 47
2. Cliffs has failed to show that its conduct did not cause
antitrust injury ............................................................................ 71
3. Cliffs has failed to show that Mesabi has not suffered

damages as a result of the challenged conduct .......................... 77
III. The motions for summary judgment on the state-law tort claims will
be granted in part and denied in part .............................................................. 78
A. Cliffs is entitled to summary judgment on Mesabi’s claim of

tortious interference with contract, but only partial summary
judgment on Mesabi’s claim of tortious interference with
business relationships ............................................................................ 79
1. The absence of evidence of an actual breach of contract is

fatal to Mesabi’s claim of tortious interference with
contract ........................................................................................ 79
2. For essentially the same reasons that Mesabi’s antitrust

claims survive summary judgment, so too do its claims
that Cliffs tortiously interfered with certain business
relationships ................................................................................ 83
B. Mesabi and Chippewa are entitled to summary judgment on

Cliffs’ counterclaims for tortious interference and aiding and
abetting tortious interference with business relationships .................. 87
C. The Court grants both parties’ motions for summary judgment on

civil conspiracy because those claims fail as a matter of law ............... 94
Conclusion .................................................................................................................... 95
ii
Cleveland-Cliffs is a leading manufacturer of iron ore pellets, which are used
in the production of steel.1 Essar Steel has sought, now for more than a decade, to
build a facility in northern Minnesota that would permit it to compete with Cliffs in
the mining and production of iron ore pellets.2 Unable to raise the funds necessary
to complete construction, Essar Steel filed for bankruptcy in 2016 with the project
incomplete. Essar Steel confirmed its plan of reorganization in June 2017 and
emerged from bankruptcy in December 2017, whereupon it became known as
Mesabi.3 Its hope was that it would complete the project soon thereafter and enter
the iron ore mining business. To date, however, the facility remains incomplete. In
this lawsuit, which was filed in September 2017, Mesabi asserts that its inability to
complete the project is a result of Cliffs’ unlawful conduct. It brings both antitrust
and tort claims. In response, Cliffs has counterclaimed, asserting tort claims against
Mesabi. Additionally, both sides assert conspiracy claims against one another.
The litigation has been active and contentious. But it has now progressed as
far as it can before this Court. The principal claims are “non-core” matters, on which
the parties are entitled to a trial by jury and an Article III adjudication. The parties
have made clear that they intend to exercise that right.4 The Court now has before
1Defendant Cleveland-Cliffs, Inc., along with is subsidiary, Cleveland-Cliffs Minnesota Land

Development LLC, is referred to as either “Cleveland-Cliffs” or as “Cliffs.”
2Debtors Essar Steel Minnesota LLC and ESML Holdings Inc. are referred to collectively as
“Essar Steel.”
3 Plaintiff Mesabi Metallics Company LLC is referred to as “Mesabi.”
4See D.I. 34 (Cliffs’ answer to second amended complaint, including jury demand); May 12,
2021 Hr’g Tr. at 17 (counsel for Mesabi explaining that “Cliffs demanded a jury at the outset
and we agreed to that … I believe both parties wanted there to be a jury trial, should neither
it three motions for summary judgment: cross motions for summary judgment on
Mesabi’s claims and a motion by Mesabi for summary judgment on Cliffs’
counterclaims. The Court also has before it three in limine motions filed by Cliffs
that bear on the evidence that may properly be considered for summary judgment
purposes.
For the reasons described below, the in limine motions will be denied (Part I).
The summary judgment motions will be granted in part and denied in part.
Specifically, the Court will grant Mesabi’s motion for summary judgment on the
definition of the relevant market and on the question of whether Cliffs had monopoly
power (Parts II.A and II.B). The Court will deny Cliff’s motion for summary judgment
on its contention that it did not exercise monopoly power, that Mesabi has suffered
no antitrust injury, and that Mesabi suffered no damages (Part II.C).
With respect to the remaining claims, the Court will grant Cliffs’ motion for
summary judgment on the claim for tortious interference with contract but grant it
only in part on the claim for tortious interference with business relationships (Part
III.A). The Court will grant Mesabi and Chippewa’s motions for summary judgment
on Cliffs’ tortious interference claim (Part III.B). And finally, both sides’ motions for
summary judgment on the claims for civil conspiracy will be granted (Part III.C).
This case must now move to the district court (upon a motion to withdraw the
reference), where the genuinely disputed questions of material fact may be tried.
party prevail on its summary judgment motion or other dispositive motion prior to such a
trial”).
2
Appreciating, however, that the district judge charged with conducting that trial will
not be steeped in the background of the parties’ disputes, this Memorandum Opinion
seeks, in addition to providing the Court’s reasons for its disposition of the pending
motions, to provide some of the context that may be useful to the district judge to
whom this baton will be passed.
To that end, the Court will first set out (under “Factual and Procedural
Background”) a general overview of this case, describing, at a fairly high level of
generality, the key disputes that have arisen and how they have been resolved. Part I
of the analysis addresses the pending motions in limine. Part II addresses the
parties’ cross-motions for summary judgment on Mesabi’s antitrust claims. And Part
III addresses the cross-motions for summary judgment on the tort and conspiracy
claims and counterclaims.
Factual and Procedural Background
Essar Steel filed for bankruptcy in July 2016. As the first-day declaration
explains, Essar Steel, which at the time of the bankruptcy filing was a subsidiary of
Essar Global, was formed to develop and operate an iron ore pellet production facility
in the western Mesabi range in northern Minnesota.5 Despite having raised
5See In re Essar Steel Minnesota LLC, Bankr. D. Del. No. 16-11626 (the “Main Case.”), D.I.
14 at 3. Essar Global Fund Limited is referred to as “Essar Global.” The docket in the Main
Case is cited as “Main Case D.I. __.” The Court points to these materials solely for the
purpose of providing context. The resolution of the summary judgment motions before the
Court is based only on evidence in the summary judgment record.
That summary judgment record is included in appendices to nine different briefs – opening
briefs, oppositions, and replies filed with respect to each of the three summary judgment
motions (the cross-motions on Mesabi’s claims and Mesabi’s motion on Cliffs’ counterclaims).
It includes nearly 1,000 exhibits covering more than 41,000 pages and fills 66 separate
volumes.
3
approximately $1 billion, the debtors entered bankruptcy without an operational
facility, facing the risk of losing mineral leases, and needing to raise hundreds of
millions of dollars in additional capital in order to complete the project.
The debtors confirmed a plan of reorganization in June 2017.6 Under the plan,
Chippewa would acquire Essar Steel and rename the reorganized debtors Mesabi.7
The plan assigned the debtors’ causes of action against Essar Global and its officers
(whom the debtors had blamed for the failure to complete the project) to separate
trusts established for the benefit of the debtors’ secured and unsecured creditors,
respectively. The adversary proceeding brought against the company’s former
officers was filed in January 2017 and has since been resolved.8 In addition, it bears
note that Essar Global, whose equity stake in Essar Steel was cancelled under the
confirmed plan of reorganization, subsequently acquired Chippewa, and is therefore
again the owner of Mesabi.9
Appendix A to this Memorandum Opinion contains (on its first page) a chart that identifies
those nine appendices and labels them Appendix 1 – Appendix 9. Appendix A to this
Memorandum Opinion also contains a chart that sets forth, for each volume of each of those
nine appendices, where each volume is filed on this Court’s docket and the specific exhibits
contained therein. Specific documents in the summary judgment record are cited as “App.
__, Ex. __.”
6 Main Case D.I. 1025.
7 Chippewa Capital Partners is referred to as “Chippewa.”
8Nystrom v. Vuppuluri, et al., Bankr. D. Del. No. 17-50001. Along the way, that adversary
proceeding gave rise to several written opinions on motions to dismiss. See Nystrom v.
Vuppuluri, No. 17-50001-BLS, 2019 WL 2246712 (Bankr. D. Del. May 23, 2019); Nystrom v.
Vuppuluri, No. 17-50001-BLS, 2021 WL 1812666 (Bankr. D. Del. May 5, 2021); Nystrom v.
Vuppuluri, No. 17-50001, D.I. 234 (Bankr. D. Del. Sept. 27, 2021).
9 See D.I. 956 § 4.1(j) (providing for cancellation of equity in Essar Steel).
4
The Essar Steel plan of reorganization provided that the reorganized debtors
would maintain the estates’ causes of action against Cliffs and other defendants,
whose allegedly wrongful conduct was also claimed to be a cause of the debtors’ failure
to complete the project. This adversary proceeding was filed in September 2017.10
The land that Essar Steel originally intended to mine as part of its project
included land that it leased from an entity known as Glacier Park.11 During the
bankruptcy case, Essar Steel sought to assume those leases. Glacier Park objected
to the motion to assume, contending that Essar Steel was unable to cure past defaults
or provide adequate assurance of its future performance of its lease obligations, as
§ 365 of the Bankruptcy Code requires as a condition to assumption. That dispute
was ultimately settled, with the terms of the settlement providing that the leases
would be assumed upon the plan becoming effective. The agreement, however, set a
deadline of October 31, 2017 for the plan to become effective. The settlement
agreement also obligated Mesabi to reach certain production thresholds.
Essar Steel was unable to consummate the transactions contemplated by the
plan of reorganization by the October 31, 2017 deadline. On December 9, 2017,
Glacier Park executed new leases that conveyed the mineral rights to Cliffs. The plan
of reorganization ultimately became effective on December 22, 2017.12
10 D.I. 1.
11 Glacier Park Iron Ore Properties LLC is referred to as “Glacier Park.”
12 Id.; Main Case D.I. 1398.
5
The operative complaint in this lawsuit, the Second Amended Complaint, was
filed in January 2018.13 It asserts 25 counts against Cliffs and Glacier Park. In
addition to the antitrust and tortious interference claims that are the subject of the
pending motions, the complaint asserted a claim in which Mesabi contended that,
notwithstanding the October 31, 2017 deadline and Glacier Park’s subsequent
agreement to lease that land to Cliffs, it had in fact assumed those leases when its
plan became effective in December 2017. The complaint also alleged that Glacier
Park, by agreeing to lease that land to Cliffs, had violated the antitrust laws. Glacier
Park counterclaimed for breach of contract (alleging that Mesabi had not met the
agreed production thresholds) and tortious interference.14 Cliffs also counterclaimed
against Mesabi for tortious interference and civil conspiracy.15
In an opinion issued in June 2018, Judge Shannon (who was then presiding
over this bankruptcy case) granted summary judgment in favor of Glacier Park and
Cliffs on Mesabi’s various counts that turned on the question whether Mesabi
retained the right to assume the Glacier Park leases despite its failure to consummate
its plan by the October 31, 2017 deadline. As Judge Shannon explained it, the
settlement “afforded material relief to both Mesabi and [Glacier Park]. For Mesabi,
the Agreement provided certainty regarding the assumption of the Leases, assuming
its Plan became effective. For [Glacier Park], the Agreement provided a date by
13 D.I. 18.
14 D.I. 30.
15 D.I. 34.
6
which it would either enjoy a contractual relationship with a lessee whose Plan has
become effective, or it would have its property back in its possession to do with as it
deemed prudent.”16 Judge Shannon concluded that Mesabi’s failure to go effective on
its plan by that deadline meant that the leases were rejected, and that Glacier Park
was then free to lease those properties to Cliffs.17
Mesabi had also moved to dismiss Glacier Park’s other claims. With respect to
Glacier Park’s counterclaims for tortious interference (in which Glacier Park argued
that, by even suing Cliffs for leasing the Glacier Park land, Mesabi tortiously
interfered with its agreement with Cliffs), the Court granted Mesabi’s motion to
dismiss. Because the lease between Glacier Park and Cliffs had not been breached,
there was no claim for tortious interference with that contract. Alternatively, the
Court found that Glacier Park’s right to file suit against Mesabi was protected by the
Noer-Pennington doctrine.18 The Court denied, however, Mesabi’s motion to dismiss
Glacier Park’s breach of contract claim alleging that Mesabi failed to meet the
required production thresholds.19
16Mesabi Metallics Company LLC v. Cleveland-Cliffs Inc., et al., 590 B.R. 109, 113 (Bankr.
D. Del. 2018).
17 Id. at 119-120. See also D.I. 104 (order granting partial summary judgment).
18Mesabi Metallics Company LLC v. Cleveland Cliffs, No. 17-51210, 2018 WL 6841348
(Bankr. D. Del. Dec. 12, 2018); D.I. 151.
19 Id.
7
The Court granted partial summary judgment to Glacier Park on certain
bankruptcy causes of action in March 2019.20 In January 2021, Mesabi and Glacier
Park settled and dismissed their remaining claims and counterclaims.21
The case was transferred from Judge Shannon to the undersigned judge in May
2021.22 In May 2023, Cliffs announced that it had entered into an agreement with
the state of Minnesota to acquire other leases that Mesabi viewed as critical to the
completion of the project. Mesabi filed a motion asking this Court to enter a
preliminary injunction barring Cliffs from acquiring the state leases on the ground
that Cliffs’ actions were anticompetitive.23 The Court denied the motion. The
principal basis for the Court’s ruling was evidence suggesting that even if Mesabi was
correct and that Cliffs’ conduct was anti-competitive (an issue the Court did not
resolve), Minnesota’s decision to award the leases to Cliffs stemmed at least in part
from the state’s frustration with Mesabi. And because an injunction against Cliffs’
20 D.I. 183.
21See D.I. 442, 450. In addition to its counterclaim against Mesabi, Cliffs also asserted claims
against Chippewa and Thomas Clark, who was the principal of Chippewa before it was
acquired by Essar Global. Cliffs’ claim against Clark settled on the eve of the hearing on
summary judgment. See D.I. 1003, 1004. Cliffs’ claims against Chippewa remain pending
and are addressed herein. The Second Amended Complaint also asserts claims for violation
of the automatic stay, to recover property under § 550 of the Bankruptcy Code, and to disallow
claims under § 502(d) of the Bankruptcy Code. Cliffs sought summary judgment on those
claims. D.I. 837 at 62-64. Mesabi did not oppose that relief. The Court will therefore enter
summary judgment in favor of Cliffs on those claims. Mesabi also asserts a separate claim
for injunctive relief. Because that is a remedy rather than a separate cause of action, the
Court will grant summary judgment in favor of defendants on this claim, without prejudice
to Mesabi’s right to seek injunctive relief if it otherwise prevails on a claim for which such
relief is appropriate.
22 Main Case D.I. 1730; D.I. 502.
23 D.I. 715.
8
acquiring the leases would bring no assurance that the state would award them to
Mesabi (as opposed to some third party), the Court concluded that the risk that it
might enter an injunction that would cause substantial economic harm to one party
(Cliffs) without necessarily providing any benefit to another (Mesabi) counseled
against the exercise of the Court’s equitable authority.24
In July 2023, Mesabi moved the Court for an order seeking to unseal certain
of the exhibits attached to its motion for a preliminary injunction. Those exhibits
were documents it had obtained in discovery from Cliffs and had been marked as
confidential under the terms of the protective order in place in this adversary
proceeding, meaning that they could only be used for purposes of the litigation. As
the protective order required, those documents had been filed under seal. But
invoking the public’s right of access to judicial records, Mesabi moved to have them
unsealed, presumably so that it could use them for purposes unrelated to the
litigation (such as to lobby the state of Minnesota).25 The Court concluded that Third
Circuit precedent required that it grant the motion.26 Appreciating, however, the
potential anomaly of permitting Mesabi to invoke the public right of access to
circumvent the restrictions of the properly entered protective order, the Court stayed
the order and certified a direct appeal to the Third Circuit under
24 May 23, 2023 Hr’g Tr. at 179-188; D.I. 741.

25 D.I. 774.
26Mesabi Metallics Company v. Cleveland Cliffs, Inc., No. 17-51210, 2023 WL 6202448
(Bankr. D. Del. Sept. 22, 2023).
9
28 U.S.C. § 158(d)(2).27 The Third Circuit granted the direct appeal and has set
argument for September 24, 2024.28
This Court heard argument on the parties’ summary judgment motions on
February 12, 2024 which continued onto March 25, 2024. The Court also heard
argument on the in limine motions on March 11, 2024. The Court appreciates
counsel’s excellent advocacy and the parties’ patience as it has sought to work
through the complex issues presented by these motions.
For the sake of providing an overall roadmap of the course of the litigation and
matters addressed in this Memorandum Opinion, the following charts are intended
to summarize the status of the 25 claims set forth in Mesabi’s Second Amended
Complaint and the four counts contained in Cliffs’ counterclaim.29
27 Id.
28See D.I. 1067 (describing status of this appeal, as well as related dispute with which it has
been consolidated).
29 Glacier Park’s counterclaims, all of which have been resolved, are omitted.
10
MESABI’S SECOND AMENDED COMPLAINT – D.I. 38

Disposition
Disposition in
Count Claim Defendants before this
this opinion
opinion
Tortious interference Cliffs, Cliffs Addressed in Part
1 with contractual Minnesota III.A.1
rights
Tortious interference Cliffs, Cliffs Addressed in Part
with business Minnesota III.A.2
2 relations or
prospective economic
advantage
Breach of contract – Glacier Park Summary
Glacier Park judgment for
3
Settlement defendants;
D.I. 104
Breach of contract – Glacier Park Summary
mineral leases judgment for
4
defendants;
D.I. 104
Breach of implied Glacier Park Settled. D.I.
covenant of good faith 442, 450
5 and fair dealing –
Glacier Park
settlement
Breach of implied Glacier Park Summary
covenant of good faith judgment for
6
and fair dealing – defendants;
mineral leases D.I. 104
Section1 of Sherman Glacier Park Settled. D.I.
Act, agreements in 442, 450
7
restraint of trade Cliffs, Cliffs Addressed in Part
Minnesota II
Section 2 of Sherman Cliffs, Cliffs Addressed in Part
8
Act – monopolization Minnesota II
Section 2 of Sherman Cliffs, Cliffs Addressed in Part
9 Act – attempted Minnesota II
monopolization
Minn. Stat. § Cliffs, Cliffs Addressed in Part
10 325D.52 – Minnesota II
monopolization
Minn. Stat. § Cliffs, Cliffs Addressed in Part
11 325D.52 – attempted Minnesota II
monopolization
Automatic stay Cliffs, Cliffs Summary
Minnesota judgment granted
12 for defendants,
unopposed, p. 8,
n.21
11
Disposition
Disposition in
this opinion
opinion
Declaratory relief for Cliffs, Cliffs Summary
violation of the Minnesota judgment for
13
automatic stay defendants;
D.I. 104
Civil contempt for Cliffs, Cliffs Summary
violation of Minnesota, Glacier judgment for
14
assumption order Park defendants;
D.I. 104
Avoidance and Glacier Park Summary
recovery of judgment for
15
fraudulent transfers defendants; D.I.
183
Avoidance of Cliffs, Cliffs Summary
unauthorized Minnesota, Glacier judgment for
16
postpetition transfers Park defendants;
D.I. 104
Recovery of avoided Cliffs, Cliffs Summary
transfers Minnesota judgment granted
for defendants,
unopposed, p. 8,
17 n.21
Glacier Park Summary
judgment for
defendants; D.I.
183
Disallowance of Summary
claims under § 502(d) judgment granted
18 for defendants,
unopposed, p. 8,
n.21
Injunctive relief Cliffs and Does 1- Summary
10 judgment granted
19 for defendants,
unopposed, p. 8,
n.21
Injunction against Cliffs, Cliffs Summary
Cliffs’ acquisition of Minnesota, Glacier judgment for
20
Glacier Park leases Park, Does 1-10 defendants;
D.I. 104
Declaratory relief Cliffs, Cliffs Summary
relating to Cliffs’ Minnesota, Glacier judgment for
21
acquisition of Glacier Park, Does 1-10 defendants;
Park leases D.I. 104
relating to Minnesota, Glacier judgment for
22
assumption of Glacier Park, Does 1-10 defendants;
Park leases D.I. 104
12
Disposition
Disposition in
this opinion
opinion
relating to Glacier Minnesota, Glacier judgment for
23
Park leases Park, Does 1-10 defendants;
D.I. 104
relating to Glacier Minnesota, Glacier judgment for
24
Park leases Park, Does 1-10 defendants;
D.I. 104
Civil Conspiracy Cliffs, Cliffs
25 Minnesota, Glacier
Park, Does 1-10
CLIFFS’ COUNTERCLAIMS – D.I. 34 & 35

Disposition
Count Claim Defendants Disposition in
before this
this opinion
opinion
1 Tortious interference Mesabi, Chippewa Part III.X
with prospective
business advantage Clarke Settled, D.I.
as to Superior 1003, 1004
2 Civil conspiracy Mesabi, Chippewa Part III.X
Clarke Settled, D.I.

1003, 1004
3 Aiding and abetting Clarke Settled, D.I.
tortious interference 1003, 1004
with prospective
business advantage
Clarke Settled, D.I.
1003, 1004
4 Libel Clarke Settled, D.I.

1003, 1004
Jurisdiction
The parties each assert that their respective claims and counterclaims are
within the district court’s jurisdiction provided in 28 U.S.C. § 1334.30 The Court
agrees. To be sure, the claims as between Mesabi and Cliffs, holding aside the few
30 D.I. 18 ¶ 2; D.I. 34 Counterclaim ¶ 13.
13
bankruptcy claims that are being consensually dismissed (see supra, p. 8, n.21), do
not “arise under” the Bankruptcy Code. Nor are they the types of claims that could
only arise in the bankruptcy context, so they fall outside the Court’s “arising in”
jurisdiction. But their resolution does have a potential effect on the debtors’
bankruptcy estate, and as such they fall within the Bankruptcy Code’s “related to”
jurisdiction.31
The source of subject-matter jurisdiction over Cliffs’ claims against Chippewa
is more complex. Because Cliffs asserts that its claim is non-core, it is presumably
contending that its claim falls within the related-to jurisdiction.32 To invoke that
jurisdiction, however, the claim must have some effect on the bankruptcy estate, such
as by giving rise to a right of indemnity. The counterclaim does not expressly assert,
however, that if Cliffs prevails on its claim, it would give rise to an indemnity claim
by Chippewa against the estate. And while Chippewa never argues that the case is
31 See Pacor, Inc. v. Higgins, 743 F.2d 984, 994 (3d Cir. 1984). Because the complaint was
filed before the plan became effective, the Court finds that the “conceivable effects” test is
applicable. But even if the claims were viewed as post-bankruptcy claims (because the
complaint was filed after the plan was confirmed), there is a sufficient nexus between the
claims and the confirmed plan of reorganization to satisfy the standard set forth in In re
Resorts Int’l, Inc., 372 F.3d 154, 165 (3d Cir. 2004). To be sure, the claims that Mesabi
previously asserted against Glacier Park related to the assumption of the Glacier Park leases
arose under the Bankruptcy Code (and were therefore “core” matters). But questions of
jurisdiction and authority, like standing, must be viewed on a claim-by-claim basis. See
Murthy v. Missouri, 144 S. Ct. 1972, 1988 (2024) (“Our decisions make clear that standing is
not dispensed in gross. That is, plaintiffs must demonstrate standing for each claim that
they press against each defendant, and for each form of relief that they seek.”) (internal
citations and quotations omitted). As described above, the claims related to the assumption
of the Glacier Park leases were all resolved in earlier stages of the litigation.
32D.I. 34 Counterclaims ¶ 13. See WRT Creditors Liquidation Trust v. C.I.B.C. Oppenheimer
Corp., 75 F. Supp. 2d 596, 606 (S.D. Tex. 1999) (“Claims that ‘arise under’ the Bankruptcy
Code or ‘arise in’ a bankruptcy case are ‘core’ matters; claims that ‘relate to’ a bankruptcy
case, but do not arise in a bankruptcy case or under the Bankruptcy Code are ‘non-core.’”).
14
outside the scope of this Court’s subject-matter jurisdiction, because of the Court’s
independent obligation to assure itself of the basis of its own jurisdiction, Chippewa’s
failure to raise the issue is not a sufficient basis to permit the Court to proceed.33 Nor
is it sufficient that there is a logical relationship between the claims against
Chippewa and those against Mesabi, because as Judge Shannon explained in
SemCrude, the “supplemental jurisdiction” set out in 28 U.S.C. § 1367 does not apply
when the principal basis of jurisdiction is § 1334.34
That said, because the allegations against Chippewa all arise out of its role as
plan sponsor, the Court believes it appropriate to construe the counterclaims liberally
to include such an implicit allegation of an indemnity claim. That is sufficient to
bring the claim within the “related to” jurisdiction and to permit the Court to proceed
to consider the claim on the merits.
On the topic of jurisdiction, one additional point bears mention. As described
above, both parties agree that if the claims get past summary judgment, they seek to
preserve their rights to a jury trial. And even though Mesabi contended that the
claims at issue are core and consented to the entry of judgment in the bankruptcy
court, Cliffs has asserted throughout that the claims at issue are non-core, has not
consented to the entry of judgment in the bankruptcy court, and has demanded a trial
by jury.35
33 See Hartig Drug Company Inc. v. Senju Pharms. Co. Ltd., 836 F.3d 261, 267 (3d Cir. 2016)
(“federal courts have an independent obligation to determine whether subject-matter
jurisdiction exists, even in the absence of a challenge from any party”).
34 In re Semcrude, No. 08-11525, 2010 WL 5140487, at *18 (Bankr. D. Del. Dec. 13, 2010).
35 D.I. 18 ¶¶ 1, 2; D.I. 34 at 1, 101.
15
Preserving the right to jury trial will require the parties to move the district
court to withdraw the reference under 28 U.S.C. § 157(d). The filing of such a motion
after the bankruptcy court has conducted pre-trial proceedings is fully consistent with
the longstanding practice in this jurisdiction in which, even in cases in which a party
is entitled to a jury trial in the district court, the reference to the bankruptcy court is
left in place until a case is “trial ready.”36
That practice is eminently sensible in view of the fact that many such disputes
are closely related to the underlying bankruptcy case with which bankruptcy judges
are familiar; the practical fact that very few such cases actually proceed to trial, but
instead are often resolved either by dispositive motion or through settlement; and the
exceptionally heavy caseload borne by the district court in this district.
The practice does, however, give rise to one anomaly that warrants mention.
It is settled law that the fact that a party is entitled to an Article III resolution of an
action means only that “final judgment” must be entered by an Article III judge. The
bankruptcy court that is handling the case until it is “trial ready” will regularly decide
motions that may dispose of particular claims against particular parties. So long as
the ruling is an interlocutory one and does not entail the entry of final judgment,
there is no obstacle to the bankruptcy court resolving particular claims.37 Indeed, as
36See, e.g., In re Big V Holding Corp., D. Del. No. 01-233, 2002 U.S. Dist. Lexis 12609 at *17-
18 (D. Del. July 11, 2002) (“Withdrawal of the reference based on the ground that a party is
entitled to a jury trial should be deferred until the case is ‘trial ready.’ It would be premature
to withdraw the reference to the bankruptcy court based upon the unfixed proposition that a
jury trial may occur in the future.”) (internal citation omitted).
37 See generally In re Trinsum Group, Inc., 467 B.R. 734, 739-640 (Bankr. S.D.N.Y. 2012)
(collecting authorities).
16
the discussion of the procedural history of this case (including Judge Shannon’s
resolution of the motions to dismiss and prior summary judgment motions), as well
as this Court’s consideration of the motions for partial summary judgment reveals,
that is precisely what will have happened in this case before the district court
withdraws the reference.
Moreover, the district court that ultimately withdraws the reference once a
dispute is “trial ready” will rarely have occasion to revisit the bankruptcy court’s prior
rulings that may have disposed of claims or parties. While every trial judge retains
the authority to reconsider prior interlocutory orders made in a case over which the
judge is presiding, the principle of law-of-the-case generally counsels against such
reconsideration.38 Rather, prior interlocutory rulings will merge into the district
court’s final judgment, which will then be reviewable as of right by the court of
appeals.39
That practice does ensure that the bankruptcy court’s rulings are ultimately
reviewable by an Article III tribunal and therefore fully comports with the
constitutional requirements. It is somewhat different, however, from the
conventional description of the bankruptcy courts as being subject to the close
supervision and control of the district courts. For example, the Supreme Court
explained in Wellness that bankruptcy court judges “serve as judicial officers of the
38 See In re Broadstripe, LLC, 435 B.R. 245, 255 (Bankr. D. Del. 2010).
39See In re Westinghouse Sec. Litig., 90 F.3d 696, 706 (3d Cir. 1996) (“Under the ‘merger rule,’
prior interlocutory orders merge with the final judgment in a case, and the interlocutory
orders (to the extent that they affect the final judgment) may be reviewed on appeal from the
final order.”).
17
United States district court and collectively constitute a unit of the district court for
that district. Just as the ultimate decision whether to invoke a magistrate judge’s
assistance is made by the district court, bankruptcy courts hear matters solely on a
district court’s reference, which the district court may withdraw sua sponte or at the
request of a party.”40
When the case remains in bankruptcy court until it is “trial ready,” however,
the practical reality is that the bankruptcy court may issue interlocutory orders (such
as on a partial motion to dismiss or partial motion for summary judgment) under
which entire claims may be fully resolved, subject only to review by the court of
appeals after the district court enters final judgment. Again, this Court believes that
the practice makes very good practical sense and is entirely consistent with the rights
of the parties under Article III. The partial disconnect, however, between this
practical reality and the conventional description of the bankruptcy courts as a “unit
of the district court” with every meaningful decision subject to the district court’s
review, is worth noting.
Analysis
The cross-motions for summary judgment are brought under Civil Rule 56, as
made applicable to this proceeding by Bankruptcy Rule 7056. A party moving for
summary judgment has the burden of showing “that there is no genuine dispute as
to any material fact and the movant is entitled to judgment as a matter of law.”41 A
40Wellness Intern. Network, Ltd. v. Sharif, 575 U.S. 665, 679 (2015) (internal quotations,
brackets, and citations omitted).
41 Fed. R. Civ. P. 56(a).
18
fact is “material” if it would affect the outcome of the suit,42 and a dispute is “genuine”
if a reasonable factfinder could, based on the evidence presented that would likely be
admissible at trial, resolve the factual dispute in favor of the non-moving party.43 If,
however, no reasonable jury could find for the non-moving party, then there is no
“genuine issue for trial.”44 On motions for summary judgment, all inferences,
determinations about the weight to be afforded to particular evidence, and all
judgments about credibility must be drawn in favor of the non-moving party.45
Accordingly, because Parts II.A, II.B, and III.B address Mesabi’s motion for summary
judgment, in those portions of the opinion the Court draws all such inferences in
Cliffs’ favor. Parts II.C and III.A address Cliffs’ motion. The Court accordingly draws
such inferences in favor of Mesabi and Chippewa (as applicable) in those portions.
Part III.C addresses motions brought by both parties (on claims for civil conspiracy),
so the Court draws inferences in favor of the non-moving party with respect to each
motion.
I. Each of the motions in limine will be denied.
The summary judgment standard under Civil Rule 56(c)(2) permits a party to
“object that the material cited to support or dispute a fact cannot be presented in a
form that would be admissible in evidence.”46 Accordingly, when a party relies on
42 Forrest v. Parry, 930 F.3d 93, 105 (3d Cir. 2019).

43 Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986).
44 First Nat’l Bank of Arizona v. Cities Service Co., 391 U.S. 253, 289 (1968).
45 Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986).
46 Fed. R. Civ. P. 56(c)(2).
19
expert testimony to show the presence or absence of a genuine dispute of material
fact (as Mesabi does) that party may be required to show that such expert testimony
will be admissible under Federal Rule of Evidence 702. And Cliffs has moved in
limine to exclude the expert reports of three of Mesabi’s witnesses, Graham Davis,
Roger Emmott, and J. Douglas Zona. In light of the procedural posture of this non-
core matter, the parties agree that these motions are intended only to address the
scope of the record this Court considers in connection with the summary judgment
motions and is not intended to constrain the district court’s exercise of its own
judgment in ultimately deciding what testimony is properly admissible at trial.
Accordingly, in addressing this motion, the Court is determining the admissibility of
the expert opinions only to the extent the Court is otherwise relying on the expert’s
opinion (either directly, or indirectly, if the opinion forms the basis of another expert’s
opinion on which the Court relies) in this Memorandum Opinion.
Federal Rule of Evidence 702 provides that:
A witness who is qualified as an expert by knowledge, skill, experience,

training, or education may testify in the form of an opinion or otherwise
if:
(a) the expert’s scientific, technical, or other specialized knowledge
will help the trier of fact to understand the evidence or to
determine a fact in issue;
(b) the testimony is based on sufficient facts or data;
(c) the testimony is the product of reliable principles and methods;
and
(d) the expert has reliably applied the principles and methods to the
facts of the case.47
47 Fed. R. Evid. 702.
20
As the Supreme Court explained in Daubert, Rule 702 requires (1) evidentiary
reliability (i.e., trustworthiness that the application of principles produce consistent
results); and (2) evidence that will assist the factfinder in determining a fact in
issue.48 Rule 702’s admissibility standards for expert testimony are “not for the
exhaustive search for cosmic understanding but for the particularized resolution of
legal disputes.”49 Accordingly, Rule 702 “assign[s] to the trial judge the task of
ensuring that an expert’s testimony both rests on a reliable foundation and is relevant
to the task at hand. Pertinent evidence based on scientifically valid principles will
satisfy those demands.”50
A trial judge confronted with a motion to exclude expert testimony on Daubert
grounds thus has three principal tasks: “(1) confirm the witness is a qualified expert;
(2) check the proposed testimony is reliable and relates to matters requiring scientific,
technical, or specialized knowledge; and (3) ensure the expert’s testimony is
sufficiently tied to the facts of the case, so that it fits the dispute and will assist the
trier of fact.”51
Importantly, however, in asking these questions, the role of the court is
certainly not to determine whether the court believes that the expert’s work is perfect
48Daubert v. Merrell Dow Pharms., Inc., 509 U.S. 579, 590-591 & n.9 (1993). (“In a case
involving scientific evidence, evidentiary reliability will be based upon scientific validity.”)
(emphasis in original).
49 Id. at 597.
50 Id.
51 UGI Sunbury v. Permanent Easement for 1.757 Acres, 949 F.3d 825, 832 (3d Cir. 2020)
(internal quotation omitted).
21
and unimpeachable. So long as the expert meets the “liberal minimum qualifications,
then the level of the expert’s expertise goes to credibility and weight, not
admissibility.”52
To oversimplify, Mesabi’s expert case here proceeds as follows: Emmott
provides expertise relating to the mining of iron ore. He opines that Mesabi’s original
plan for developing the facility was well conceived and achievable. His factual
description of the nature of the market for blast furnace pellets in the Great Lakes
region, as well as his description of alternative products that are used in the
manufacture of steel, form the basis of Zona’s conclusions about the definition of the
applicable market. Zona is an economist. His testimony forms the basis of Mesabi’s
argument that Cliffs had monopoly power in the relevant market.
Davis is Mesabi’s expert on damages. Davis relied on Emmott for his
conclusions that the acts that Mesabi alleges were exclusionary would have interfered
with one’s ability to finance such a project and thus delayed its construction. Davis
then goes on to conclude, based on the assumption that Cliffs had engaged in
exclusionary conduct, to calculate the damages that Mesabi would have suffered as a
result of that conduct. He concludes that this figure is approximately $1.9 billion.
Of the various challenges Cliffs makes to Mesabi’s expert case, the one that
gives the Court the greatest pause is the claim that Davis’ damages calculation is not
an appropriate “fit” with the evidence in the case. For the reasons described below in
Part II.C.3, however, the Court believes that this is a matter properly left to the
52 Kannankeril v. Terminix Intern., Inc., 128 F.3d 802, 809 (3d Cir. 1997).
22
district court. This Court need not quantify Mesabi’s damages claim in order to
resolve the pending motions for summary judgment. At this stage, all that Mesabi is
required to do to satisfy the damages element of its antitrust claim is show the
existence of sufficient evidence from which a reasonable factfinder can conclude that
it has suffered some damages as a result of Cliffs’ alleged anticompetitive conduct.
As will be further described below, the Court is satisfied from the summary judgment
record that Mesabi has met that burden. Accordingly, resolution of the pending
motions does not require the Court to decide whether, under Daubert, Davis’ damages
figure may be presented to the jury.
A. The motion to exclude Emmott’s testimony will be denied.
Cliffs moves to exclude Emmott’s testimony. As described above, Emmott’s
expertise in the iron ore mining business forms part of the basis for the opinions that
Zona offers about market definition and for the conclusions Davis reaches with
respect to damages. It certainly makes sense that in a case alleging anticompetitive
conduct in the mining of blast furnace pellets, it would be helpful to the finder of fact
to hear the testimony from a witness with expertise in the iron ore industry.
Emmott, who has 30 years of experience in the mining and metals industry,
has relevant expertise.53 And the opinions he provides (on which Zona and Davis rely)
are matters within the scope of that expertise. As described above, in the context of
the present motions, the Court need not adjudicate the admissibility of every opinion
53 See Betterbox Commc’ns Ltd. v. BB Techs., Inc., 300 F.3d 325, 327-328 (3d Cir. 2002)
(explaining that “practical experience” can count as “specialized knowledge” and that a
“proffered expert witness must possess skill or knowledge greater than the average layman”)
(internal citations, quotations, and ellipses omitted).
23
that Emmott offers. The Court is satisfied, however, that the opinions on which the
Court is relying in connection with the disposition of this motion are sufficiently
reliable that they would be admissible under Rule 702 and Daubert.
B. The motion to exclude Zona’s testimony will be denied as moot.
Zona serves as Mesabi’s economic expert. His reports set forth an array of
opinions on various economic points. The only opinions Cliffs seek to exclude,
however, are those that relate to “causation” and “effect.” While the Court did rely
on Zona’s opinions with respect to the definition of the market and the question
whether Cliffs had monopoly power, the Court has not, in this Memorandum Opinion,
relied on the challenged opinions on “causation” or “effect.” For that reason, the Court
denies the Daubert motion, as it relates to those opinions, as moot.
C. The motion to exclude Davis’ testimony will be denied as moot.
Davis is Mesabi’s damages expert. He has built a model for calculating
Mesabi’s damages caused by Cliffs’ alleged anticompetitive conduct. Cliffs’ does not
challenge his qualifications to testify as an expert or the basic analytic framework of
his analysis (a discounted cash flow calculation, using the “real options” methodology,
of the difference between the present value of Mesabi’s project and the value it would
have had “but for” Cliffs’ allegedly anticompetitive conduct). Cliffs’ central attack on
Davis’ testimony is that it does not “fit” the evidence in the case. Specifically, Cliffs’
points out that there is substantial evidence of challenges and risks that Mesabi’s
project would have faced even in the absence of Cliffs’ allegedly anticompetitive
conduct. Because Davis’ testimony does not take account of those risks and
challenges, but instead proceeds on the assumption that without Cliff’s allegedly
24
improper conduct the project would have faced smooth sailing, Cliffs argues that the
testimony is not a proper “fit” for the facts of the case.54 In response, Mesabi
acknowledges that certain of the assumptions that Davis made are disputed. But it
makes the fair point that the fact of such a dispute about an expert’s assumptions
does not by itself render an opinion inadmissible. So long as the assumptions find
some support in the evidence, a factual dispute about which set of assumptions are
correct is typically left to the jury.55
In the end, this Court need not resolve that dispute. As further described
below, to overcome a motion for summary judgment with respect to the plaintiff’s
damages, a plaintiff need only point to evidence that would permit a reasonable
factfinder to conclude that it suffered some damages on account of the defendant’s
conduct. The summary judgment record contains sufficient evidence on this score
without regard to Davis’ testimony. The Court therefore need not consider Davis’
challenged testimony in order to resolve the present motions. This motion in limine
is therefore also denied as moot.
II. Mesabi is entitled to partial summary judgment on its claim that Cliffs
had monopoly power in the relevant market; Cliffs’ summary
judgment motion will be denied because there are genuine factual
disputes on exclusionary conduct, antitrust injury, and damages.
Mesabi asserts antitrust claims against Cliffs in counts 7-11. Count 7 is
brought under § 1 of the Sherman Act and alleges an agreement in restraint of trade.
Counts 8 and 9 are brought under § 2 of the Sherman Act and allege monopolization
54 See In re TMI Litigation, 193 F.3d 613, 670 (3d Cir. 1999).
55 See Stecyk v. Bell Helicopter Textron, Inc., 295 F.3d 408, 414 (3d Cir. 2002).
25
and attempted monopolization, respectively. And counts 10 and 11 essentially mirror
counts 8 and 9, though under Minnesota state law rather than under the Sherman
Act.56
A. Mesabi is entitled to partial summary judgment on its claim that

the relevant market, for antitrust purposes, is the market for
blast furnace pellets in the Great Lakes region.
The question whether Cliffs possesses monopoly power bears on all of the
antitrust claims. The application to the claims of monopolization (and attempted
monopolization) is the most direct. Monopolization under § 2 of the Sherman Act
requires the plaintiff to show “(1) possession of monopoly power in the relevant
market and (2) the willful acquisition or maintenance of that power as distinguished
from growth or development as a consequence of a superior product, business acumen,
or historic accident.”57 An attempt to monopolize under § 2 of the Sherman Act
requires a showing “(1) that the defendant has engaged in predatory or
anticompetitive conduct with (2) a specific intent to monopolize and (3) a dangerous
probability of achieving monopoly power.”58
The question whether Cliffs has monopoly power is also relevant, however, to
Mesabi’s claim that Cliffs has formed a “combination in restraint of trade” under § 1
56 See Lorix v. Crompton Corp., 736 N.W.2d 619, 626 (Minn. 2007) (Minnesota’s antitrust law
is “generally interpreted consistently with federal antitrust law”).
Queen City Pizza, Inc. v. Domino’s Pizza, Inc., 124 F.3d 430, 437 (3d Cir. 1997) (citing Aspen
57
Skiing Co. v. Aspen Highlands Skiing Corp., 472 U.S. 585, 596 n. 19 (1985)). See also Ideal
Dairy Farms, Inc. v. John Labatt, Ltd., 90 F.3d 737, 749 (3d Cir. 1996) (same); Bonjorno v.
Kaiser Aluminum & Chemical Corp., 752 F.2d 802, 808 (3d Cir. 1984) (same).
58Philadelphia Taxi Ass’n, Inc. v. Uber Techs., Inc., 886 F.3d 332, 339 (3d Cir. 2018) (internal
citations omitted).
26
of the Sherman Act.59 As the Supreme Court has explained, restraints imposed by
agreements between competitors are typically unreasonable per se.60 Restraints that
are not per se unreasonable, however, are judged under the “rule of reason,” which
“requires courts to conduct a fact-specific assessment of market power and market
structure to assess the restraint’ s actual effect on competition.”61
Mesabi accordingly seeks partial summary judgment on the question whether
Cliffs possesses monopoly power, relying primarily on Zona’s expert report. That
analysis first requires an assessment of the relevant market. To that end, Mesabi
asserts that it is entitled to a determination that Cliffs has monopoly power with
respect to the market for blast furnace pellets in the Great Lakes region. Cliffs
disputes each of these points, contending that the summary judgment record suggests
that there are genuinely disputed factual questions on the issues of (a) the product
market; (b) the geographic market; and (c) whether Cliffs has monopoly power, even
if Mesabi is correct in its proposed definition of the market. In its response, Cliffs
does not rely on the testimony of its economic expert, Jonathan Orszag, whose report
does not address these issues. Instead, Cliffs relies exclusively (as it is certainly
entitled to do) on the underlying factual record to suggest that there are genuinely
disputed questions of fact that bear on these issues.
59 15 U.S.C. § 1.
60 Business Electronics Corp. v. Sharp Electronics Corp., 485 U.S. 717, 723 (1988).
61Ohio v. American Express, 585 U.S. 529, 541 (2018) (internal quotation, citation, ellipses,
and brackets omitted).
27
A relevant market for antitrust purposes is “the area of effective competition.”62
Relevant markets have two dimensions: product and geography.63 Market definitions
are generally questions of fact, and thus often present questions to be resolved by the
jury.64 To the extent the factual questions about market definition are not genuinely
disputed, however, they may of course properly be resolved on summary judgment.65
1. Blast furnace pellets are the relevant product market.
In order to understand the relevant product market at hand, one must begin
with an overview of what a blast furnace pellet is, and the role it plays in the
manufacture of steel. Iron ore is a mineral substance that is an essential ingredient
in the manufacture of steel.66 Before iron ore can be converted into steel, it must be
mined and processed into a form that can be used by steelmakers. The form of iron
ore that is used to make steel varies, depending on factors such as the process used
to produce the steel and the type and quality of the iron ore.67 Generally, steel is
produced in one of two ways, either through using a blast furnace or an electric arc
furnace.68
62 Tampa Elec. Co. v. Nashville Coal Co., 365 U.S. 320, 327 (1961).
63See Federal Trade Comm’n v. Hackensack Meridian Health, Inc., 30 F.4th 160, 166 (3d Cir.
2022).
64See Eastman Kodak Co. v. Image Technical Servs., Inc., 504 U.S. 451, 482 (1992) (market
definition is a “factual inquiry”); Mylan Pharms. Inc. v. Warner Chilcott Pub. Ltd. Co., 838
F.3d 421, 435 (3d Cir. 2016) (“scope of the market is a question of fact”).
65 Fed. R. Civ. P. 56(a).
66 App. 1, Ex. 44 at A001769; App. 1, Ex. 9 (Emmott Rep.) ¶¶ 19-20 at A000468.
67 App. 1, Ex. 9 (Emmott Rep.) ¶ 21 at A000468.
68 Id. at ¶ 59 at A000484; App. 1, Ex. 59 at A002088.
28
A blast furnace is a smelting unit, in which iron ore feedstock is smelted into
liquid iron. The liquid iron is then converted to steel in a separate basic oxygen
furnace vessel.69 An electric arc furnace, on the other hand, is a melting furnace in
which an electric current produces an electric arc, which then melts the iron input.
Oxygen is then injected to remove carbon and convert the iron input into liquid steel.70
Blast pellets, which are small balls of very fine particles of iron ore combined with
binding materials, are used in blast furnaces.71 Either direct-reduced iron or hot-
briquetted iron is used in an electric arc furnace.72
In defining the relevant product market, the Supreme Court has explained
that that “the outer boundaries of a product market are determined by the reasonable
interchangeability of use [by consumers] or the cross-elasticity of demand between
the product itself and substitutes for it.”73 Reasonable “interchangeability implies
that one product is roughly equivalent to another for the use to which it is put.”74
Factors to be considered include price, use, and qualities.75 Moreover, the Supreme
Court has recognized that submarkets may exist within a larger market.76 There,
“the boundaries of such a submarket may be determined by examining such practical
69 App. 1, Ex. 9 (Emmott Rep.) ¶ 60 at A000484-A000485.

70 Id. at ¶¶ 61, 69 at A000485, A000487.
71 Id. at ¶ 23 at A000469.
72 Id. at ¶¶ 61, 64 at A000485.
73 Brown Shoe Co. v. United States, 370 U.S. 294, 325 (1962).
74 Allen–Myland, Inc. v. International Bus. Machines Corp., 33 F.3d 194, 206 (3d Cir. 1994)
(internal quotations omitted).
75 Tunis Bros. Co. v. Ford Motor Co., 952 F.2d 715, 722 (3d Cir. 1991).
76 Brown Shoe Co., 370 U.S. at 325.
29
indicia as industry or public recognition of the submarket as a separate economic
entity, the product’s peculiar characteristics and uses, unique production facilities,
distinct customers, distinct prices, sensitivity to price changes, and specialized
vendors.”77 Further, cross-elasticity of demand considers substitutability of products
from the point of view of consumers.78 “Products in a relevant market [are]
characterized by a cross-elasticity of demand, in other words, the rise in the price of
a good within a relevant product market would tend to create a greater demand for
other like goods in that market.”79
Courts have developed a test to define the relevant market which is known as
the “hypothetical monopolist test.” Under that test, “if a hypothetical monopolist
could impose a small but significant non-transitory increase in price (“SSNIP”) in the
proposed market, the market is properly defined.”80 If consumers, however, would be
able to “respond to a SSNIP by purchasing the product from outside the proposed
market, thereby making the SSNIP unprofitable, the proposed market definition is
too narrow.”81 A typical SSNIP is five percent.82 The point is that if a hypothetical
monopolist could sustain a five percent price increase for a given product or
77 Id.
78 Queen City Pizza, 124 F.3d at 438 n. 6.
79 Tunis Bros., 952 F.2d at 722.
80Federal Trade Comm’n v. Penn State Hershey Med. Ctr., 838 F.3d 327, 338 (3d Cir. 2016)
(discussed in context of the U.S. Merger Guidelines). Despite the Court’s general aversion to
the use of unfamiliar acronyms (which the Court believes impair readability), the Court will
acquiesce to the apparent convention in antitrust law and use the term “SSNIP.”
81 Penn State Hersey, 838 F.3d at 338.
82 Id. at 338 n.1 (citing the 2010 Merger Guidelines).
30
geography, then there is not another product or geographical location that is a
sufficiently close substitute for the product or location in question. In that case, the
product or geography in which the hypothetical monopolist could impose a SSNIP is
a properly defined market for antitrust purposes.
Mesabi’s expert witness, Zona, applied the hypothetical monopolist test and
determined that Cliffs could raise the price of blast furnace pellets by five percent
without seeing customer substitution.83 For that reason, he concludes, blast furnace
pellets are the relevant product market for antitrust purposes. Zona concluded that,
while the competitive price was not directly observed, Cliffs reported a cash cost of
goods sold for pellets of about $60 per metric ton.84 After adding transportation costs,
Zona calculated that a SSNIP for Cliffs’ blast furnace pellets would be approximately
four dollars.85 Zona concluded that consumers would not alter their behavior in
response to that price increase.
In support of that conclusion, Zona explained (at times relying on Emmott,
Mesabi’s industry expert, and at other times relying on underlying record material)
that none of the potential substitutes for blast furnace pellets is reasonably
interchangeable. These potential substitutes include sinter, lump ore, direct-reduced
iron and hot-briquetted iron. First, sinter is not reasonably interchangeable because
it is not of comparable quality or cost to blast furnace pellets. Sinter is made from
83 App. 1, Ex. 10 (Zona Rep). ¶¶ 51-56 at A000565-A000569.

84 Id. at ¶ 27 at A000553-A000554.
85 Id. at ¶ 34 at A000553-A000554.
31
sinter fines, which are too small to be directly fed into blast furnaces but too large to
be formed into blast furnace pellets.86 Steelmakers in the region would need separate
plants to process fines into sinter, which most steel mills in the Great Lakes region
do not have.87 From 2015 to 2019, sinter made up only 6-7 percent of input to blast
furnace steel mills in the Great Lakes region.88 Additionally, sinter contains a higher
percentage of waste material and impurities (as compared to blast furnace pellets),
which results in less efficient performance in blast furnaces and produces more
pollution.89 For these reasons, nothing in the summary judgment record would
support a conclusion that sinter is sufficiently interchangeable to call the product
market definition into question.
Second, lump ore is not reasonably interchangeable with blast furnace pellets.
While lump ore can be fed directly into blast furnaces, iron ore deposits in the region
contain little lump ore.90 Due to its limited availability, steel producers in the Great
Lakes region do not use lump ore in significant volumes.91 Steel mills also pay a
premium for high-quality lump ore.92 The record thus makes plain that lump ore is
86 App. 1, Ex. 9 (Emmott Rep.) ¶ 29 at A000470.

App. 1, Ex. 9 (Emmott Rep.) ¶ 29 at A000470; App. 1, Ex. 56 at A002041; App. 1, Ex. 65 at
87
A002442; App. 1, Ex. 10 (Zona Rep.) ¶ 34, tbl. 11 at A000556-A000557, A000616.

88 App. 1, Ex. 10 (Zona Rep.) tbl. 11 at A000616.
89App. 1, Ex. 65 at A002441, A002445; App. 1, Ex. 1 (Finan Dep.) at A000044, pp. 171-172;
see also App. 1, Ex. 32 at A001601; App. 1, Ex. 27 at A001534; App. 1, Ex. 2 (Tompkins Dep.)
at A000094, p. 156; App. 1, Ex. 10 (Zona Rep.) ¶ 36 at A000558-A000559.
90 App. 1, Ex. 9 (Emmott Rep.) ¶ 31 at A000472; App. 1, Ex 10 (Zona Rep.) ¶ 30(f) at A000797.
91 App. 1, Ex. 1 (Finan Dep.) at A000015, pp. 53-54.
92 App. 1, Ex. 13 (Lambert Rep.) ¶ 30(f) at A000797.
32
not reasonably interchangeable with blast furnace pellets because of its high costs
and scarcity.
And third, neither direct-reduced iron nor hot-briquetted iron is reasonably
interchangeable with blast furnace pellets because they are primarily used in the
electric arc furnace steelmaking process.93 Blast furnaces and electric arc furnaces’
inputs likely constitute separate submarkets within iron ore steel making. The
direct-reduced pellets that are necessary to generate direct-reduced iron or hot-
briquetted iron require additional processing to make pellets that contain higher iron
ore and lower silica content than the standard blast furnace pellet. Unlike the
standard blast furnace pellet, the direct-reduced-grade pellets must be converted to
direct-reduced iron or hot-briquetted iron in order to make steel. Blast furnace
pellets, by contrast, are put directly into blast furnaces to create steel. Direct-reduced
iron or hot-briquetted iron are also more expensive than blast furnace pellets due to
their higher iron ore content.94 The summary judgment record thus makes clear that
neither direct-reduced iron nor hot-briquetted iron are reasonably interchangeable
with blast furnace pellets.
Cliffs makes several arguments to challenge Mesabi’s proposed market
definition, but none creates a genuine dispute of material fact. First, Cliffs’ expert
witness, Orszag, offered in his deposition some passing criticisms of Zona’s
93App. 1, Ex. 12 (Orszag Rep.) ¶ 14 at A000684; App. 1, Ex. 11 (Persampieri Rep.) ¶ 8 at

A000631-A000632.
94App. 1, Ex. 6 (Kozleuchar 30(b)(6) Dep.) at A00031, p. 66; App. 1, Ex. 12 (Orszag Rep.) ¶ 14
n. 37 at A000684.
33
application of the hypothetical monopolist test.95 Orszag did not, however, perform
his own hypothetical monopolist test to respond to Zona’s analysis of the relevant
market or otherwise engage the matter in his own expert report.96 Orszag’s elliptical
criticisms are insufficient to create a genuine dispute of fact.
Second, Cliffs argues that the relevant product market should be expanded to
include direct-reduced-grade pellets. Direct-reduced-grade pellets are intermediate
products used to make direct reduced iron. As discussed above, however, direct-
reduced-grade pellets are not reasonably interchangeable with blast furnace pellets.
They have higher iron ore content that requires additional processing in their
production. They must be converted into direct reduced iron before they can be used
to make steel in electric arc furnaces. Blast furnace pellets, on the other hand, are
put directly into blast furnaces to create steel. The features of direct-reduced-grade
pellets illustrate their “peculiar characteristics and uses, [and] unique production
facilities,” as compared to blast furnace pellets.97
Further, the evidence in the summary judgment record makes clear that it
would be uneconomic for customers to switch from blast furnace pellets to direct-
reduced-grade pellets in response to a SSNIP. In fact, during the relevant time frame,
prices for direct-reduced-grade pellets exceeded prices for blast furnace pellets by
95 App. 1, Ex. 8 (Orszag Dep.) at A000409, p. 32 (stating that Orszag was “agnostic on the
relevant market,” had “opinions about [Zona’s] approach,” but that his own focus was on a
different issue – “analyzing direct effects in this case”.).
96 See App. 1, Ex. 8 (Orszag Dep.) at A000408; App. 1, Ex. 171 (Orszag Rep.) at A007516.
97 Brown Shoe Co., 370 U.S. at 325.
34
over four dollars.98 Cliffs offers no evidence in response. Cliffs’ argument that direct-
reduced-grade pellets should be included as part of the relevant product market is
thus unsuccessful.
Third, Cliffs argues that customers could switch from blast furnace pellets to
those used in electric arc furnace steel production if a supplier increased prices above
a competitive level. The problem with that argument, however, is that for a customer
with a blast furnace to switch to the materials used in electric arc furnaces, the
customer would need to have or acquire an electric arc furnace. And the summary
judgment record shows that there were only three electric arc furnaces in the region
during the relevant time frame, as compared to the 13 different blast furnaces in use
at that time. As a result, the summary judgment record does not contain evidence
suggesting that it would be practical for a customer that otherwise used blast furnace
pellets to switch to iron ore that required an electric arc furnace.99
Fourth, Cliffs argues that direct-reduced-grade pellets are reasonable
substitutes for blast furnace pellets because steelmakers today are producing more
steel with electric arc furnaces. Here, the alleged anticompetitive conduct occurred
from 2015 to 2019 and that is the relevant time frame for the purpose of defining the
relevant market. But as discussed above, in that time period steelmakers in the
98 App. 1, Ex. 10 (Zona Rep.) fig. 2 at A000619.

Id. at ¶ 51, fig. 1 at A000565-A000566; App. 1, Ex. 11 (Persampieri Rep.) ¶¶ 7-8 at A000631-
99
A000632.
35
Great Lakes region were not using electric arc furnaces at volumes sufficient to make
a SSNIP for blast furnace pellets unprofitable.100
And fifth, Cliffs contends that since Mesabi planned to produce both blast
furnace pellets and direct-reduced-grade pellets, the two must be interchangeable.
The interchangeability of products, however, is considered from the perspective of the
consumer. That a supplier may produce two different products does not mean that
consumers view them as ready substitutes for one another. This contention also fails
to create a genuine dispute of fact.
2. The Great Lakes region is the relevant geographic market.
A relevant geographic market is “the area in which a potential buyer may
rationally look for the goods or services he or she seeks.”101 The geographic market is
not, however, “comprised of the region in which the seller attempts to sell its
product.”102 Instead, the inquiry is “how far [consumers] are willing to travel to avoid
paying the defendant’s monopoly prices.”103 The scope of the relevant geographic
market varies depending on the price, durability, and size of the product.104 In
addition, a geographic market is often a “function of cost of transportation.”105 In
100App. 1, Ex. 9 (Emmott Rep.) ¶¶ 62-63 at A000485; App. 1, Ex. 10 (Zona Rep.) ¶ 40, tbl. 14
at A000560-A000561, A000617.
101 Pennsylvania Dental Ass’n v. Med. Serv. Ass’n of Pa., 745 F.2d 248, 260 (3d Cir. 1984)
(citing Grinnell Corp., 384 U.S. at 575–576).
102 Tunis Bros., 952 F.2d at 726.
103Phillip E. Areeda and Herbert Hovenkamp, Antitrust Law: An Analysis of Antitrust
Principles and Their Application ¶ 550a2 (2024) (emphasis in original).
104 Id.
105Herbert Hovenkamp, Federal Antitrust Policy: The Law of Competition and Its Practice
118 (6th ed. 2020).
36
other words, high transportation costs may narrow the scope of the relevant
geographic market.106 At bottom, the relevant geographic market is the area in which
a defendant can increase its price without (1) “large numbers of its customers quickly
turning to alternative supply sources outside the area,” or (2) “producers outside the
area quickly flooding the area with substitute products.”107
As with the relevant product market, courts often employ the hypothetical
monopolist test to determine the relevant geographic market. Zona conducted such
a hypothetical monopolist test analysis and determined that the Great Lakes region
is the relevant geographic market. Zona concluded that, because of the cost of
transporting blast furnace pellets, Cliffs could implement a four-dollar price increase
without being displaced by suppliers from outside of the region. Zona reached this
conclusion by assessing how much it would cost outside suppliers to transport iron
ore into the Great Lakes region. For example, the average cost of transporting blast
furnace pellets within the Great Lakes region was $19.31 per ton.108 By contrast, the
average cost of shipping blast furnace pellets from Brazil to the Great Lakes region
was $39.95 per ton, $20.64 more.109 The cost of transporting blast furnace pellets to
the Great Lakes region from eastern Canada was $41.85 per ton, $22.54 more than
106See United States v. Philadelphia Nat’l Bank, 374 U.S. 321, 358-359 (1963) (“The factor of
inconvenience localizes banking competition as effectively as high transportation costs in
other industries.”); Luria Bros. & Co. v. FTC, 389 F.2d 847, 858-859 (3d Cir. 1968);
Heerwagen v. Clear Channel Commc’ns, 435 F.3d 219, 228 (2d Cir. 2006).
107 Hovenkamp, supra n.105, at 144.
108 App. 1, Ex. 14 (Zona Reply Rep.) ¶ 67, tbl. 4 at A000910.
109 Id.
37
within the Great Lakes region.110 In light of these very high transportation costs, the
geographic market is appropriately limited to the Great Lakes region.
In response, Cliffs argues that certain customers of blast furnace pellets looked
to suppliers outside of the Great Lakes region to source their pellets. This argument,
however, does not create a genuine dispute of material fact. First, Cliffs points to the
fact that ArcelorMittal USA, which is based in the Great Lakes Region, purchased
some of its blast furnace pellets from ArcelorMittal Mining Canada, a corporate
affiliate based in Canada. Based on these purchases, Cliffs argues that the Great
Lakes region is not the relevant geographic market.111 Cliffs also relies on comments
from a representative of ArcelorMittal USA who “always said that it could supply its
mills with iron ore form its own mining operation in Canada” to show that customers
considered suppliers outside the Great Lakes region. 112
Such purchases, however, do not bear on the definition of the relevant
geographic market, because the applicable analysis excludes purchases from
corporate affiliates.113 In other words, purchases from corporate affiliates within
vertically integrated steel companies are irrelevant to an assessment of the applicable
market.
110 Id.
111These affiliates included AM Dofasco, ArcelorMittal Long Products Canada, and Cleveland
Works. See App. 1, Ex. 5 (Zajac 30(b)(6) Dep.) at A000271-A000272, p. 33-39. Mesabi argues
that the evidence to which Cliffs points is hearsay that cannot be presented in a form that
would be admissible in evidence. See Fed. R. Civ. P. 56(c)(2). Because the evidence, even if
it were admissible, is insufficient as a matter of law (for the reasons described in the following
paragraph), the Court need not address the issue.
112 App. 1, Ex. 3 (Geissler 30(b)(6) Dep.) at A000148, p. 99.
113 App. 1, Ex. 10 (Zona Rep.) ¶ 6(b), n.5 at A000545-A000546.
38
The 2010 and 2023 Merger Guidelines state that while captive supply sales
within vertically integrated firms can be considered by courts, those sales need only
be considered “to the extent that their inclusion accurately reflects their competitive
significance.”114 Otherwise put, if there is evidence to suggests that a vertically
integrated company would respond to price increases by producing additional product
so that it could supply buyers other than its own affiliate, then such purchases would
bear on the definition of the relevant market. In the absence of such evidence,
however, sales between corporate affiliates are properly excluded. Here, the record
contains no evidence suggesting that ArcelorMittal Canada would respond to a price
increase in the Great Lakes region by producing more blast furnace pellets in Canada
to ship into the region. Accordingly, its sales to its own affiliates should be excluded
in considering the definition of the geographic market.
Second, Cliffs points to four customers that purchased blast furnace pellets
from outside the Great Lakes region between 2015 and 2017 from sellers that were
not corporate affiliates. The evidence to which Zona pointed, however, suggests that
these purchases – of only 0.02 to 0.04 million tons of iron ore aggregate per year –
were sufficiently de minimis that they do not call into question the definition of the
geographic market.115
114Merger Guidelines (2010), § 5.1, Merger Guidelines (2023) § 4.4.A. Although the Merger
Guidelines promulgated by the Department of Justice “are not binding on the courts, they
are often used as persuasive authority.” Penn State Hershey, 838 F.3d at 338 n.2.
115App. 1, Ex. 10 (Zona Rep.) ¶ 54 at A000568. Note that Zona’s conclusions were for the
years of 2017-2019 while Cliffs points to transactions occurring in 2015-2017. Cliffs does not
suggest, however, that the market changed materially from 2015-2017 to 2017-2019. Cliffs
also did not dispute the conclusion that 0.02 to 0.04 was de minimis, nor did Cliffs contend
39
In any event, purchases from outside the geographic region would only show
that the geographic market was improperly defined if the prevailing prices in the
market were competitive ones. The point of the hypothetical monopolist test is that
if a hypothetical monopolist can impose a SSNIP within a market, then the market
is properly defined. That does not mean that there is no price that might lead buyers
to consider substitute products or those from other geographical regions. Otherwise
put, “a high cross-elasticity of demand may … be the product of monopoly power
rather than a belief on the part of the consumers that the products are good
substitutes for one another.”116 There is always some price that may lead consumers
to find a substitute from outside the market. So unless there is reason to believe that
the observed prices are competitive ones, the fact that there may be some purchases
from outside the market does not necessarily mean that the market is improperly
defined.
As Professors Areeda and Hovenkamp explain, “in a perfectly defined market,
there is no substitution between those things that are inside the market and those
that are outside.” In reality, however, they recognize that “the substitution is simply
much less.”117 By way of example, they explain that the conclusion that bicycles are
in a different antitrust market from automobiles does not mean that no one would
switch to a bicycle in response to an increase in the cost of automobiles. In reality,
that 0.02 to 0.04 was inaccurate. Cliffs accordingly has not pointed to evidence that gives
rise to a genuine dispute of material fact.
116 Eastman Kodak Co., 63 F.3d at 105.
117 Areeda and Hovenkamp, supra n. 103, ¶ 530a.
40
“relatively few would switch and … the price increase would have to be large.”118 That
is, in substance, what the summary judgment record shows here with respect to the
geographic market. It is true that there were some small number of customers who
purchased from outside the Great Lakes region. But on the record before the Court,
that is insufficient to call into question the conclusion that the geographical market
is properly defined.
Cliffs also argues that other customers “considered” sourcing their pellets from
outside the Great Lakes region.119 That, however, is insufficient to create a genuine
issue of fact with respect to the relevant market. As discussed above, the mere
existence of some de minimis volume of imports is an insufficient basis to conclude
that the market is improperly defined. It therefore follows a fortiori that consumers
that considered purchasing from outside the market, but ultimately chose not to do
so, is insufficient to show that the market is defined too narrowly.
Additionally, Cliffs contends that the geographic market is too narrow because
Mesabi may export its pellets outside the Great Lake region. The geographic market,
however, is “not comprised of the region in which the seller attempts to sell its
118 Id.
119App. 2, Ex. 34 (AMUSA Update Meeting with Corporate Strategy) at B0718 (slides stating
that “IOC and AMMC options being considered for short or long term”); App. 2, Ex. 50 at
B0968 (IOCC would be a potential supplier of pellets if U.S. Steel’s current supplier went
down); App. 2, Ex. 47 (AK Steel’s 2017-2019 Iron Ore Supply) at B0958 (AK Steel listed
potential bidders that included Cliffs, AMMC, IOCC, Vale, US Steel, and Tube City).
41
product, but, rather, is comprised of the area where customers would look to buy such
a product.”120
Cliffs also argues that the geographic market is too narrow because Cliffs’ local
prices depended on global indices. Cliffs contends that its supply contracts used
pricing formulas that were tied to global or regional price indices.121 Because Cliffs
represents only a “sliver of global iron ore production,” it argues that it could not
possibly be a monopolist in the global iron ore industry.122 The premise of Cliffs’
argument is that because its pricing is based on global indices, the applicable market
must be a global market. But Cliffs’ actual pricing does not speak to the applicable
test for determining the relevant market, which asks whether a hypothetical
monopolist would have the ability to impose a SSNIP within a specified market. That
test “starts by selecting a narrow candidate market” and does not expand beyond that
market where the hypothetical monopolist could profitably implement a SSNIP.123 As
described above, the summary judgment record makes clear that this test is satisfied
for the Great Lakes region. Accordingly, Cliffs’ actual pricing methodology does not
bear on the definition of the relevant geographic market.
Finally, Cliffs argues that Mesabi could not use Cliffs’ own public statements
and internal documents about the geographic market, some of which generally
120 United States Horticultural Supply v. Scotts Co., 367 F. App’x 305, 311 (3d Cir. 2010)
(citing Tunis Bros. Co., 952 F.2d at 726).
121 App. 1, Ex. 5 (Zajac 30(b)(6) Dep.) at A000292, pp. 119–120.
122 D.I. 890 at 1.
123Hackensack Meridian Health, 2021 WL 4145062, at *15) (citing Penn State Hershey, 838
F.3d at 338).
42
support Mesabi’s contention about market definition, to demonstrate the applicable
market for antitrust purposes. Mesabi contends that its economic analysis stands on
its own and that Cliffs’ statements merely reinforced the results of that analysis.
Cliffs’ statements need not be considered for this purpose. As described above,
Mesabi has demonstrated based on its economic analysis that it is entitled to
summary judgment on the question of the definition of the market without regard to
Cliffs’ statements. Cliffs’ responses to Mesabi’s analysis do not point to any record
evidence that show that any material fact is genuinely disputed. The Court will,
however, address the parties’ arguments on whether or not to consider Cliffs’
statements on summary judgment in Part II.C, in addressing the question whether
Cliffs has exercised monopoly power.
B. Mesabi is entitled to summary judgment on its claim that Cliffs

possessed monopoly power in the relevant market.
Monopoly power is generally defined as the ability to control prices and exclude
competition in a given market.124 A plaintiff can establish monopoly power through
either direct or indirect evidence. Direct evidence includes a showing of
supracompetitive prices and restricted output.125 On the other hand, monopoly power
may be inferred from indirect evidence regarding the “structure and composition of
the relevant market.”126 To support a claim for monopoly power through indirect
124 Broadcom Corp. v. Qualcomm Inc., 501 F.3d 297, 307 (3d Cir. 2007).
125Direct evidence includes “an analysis of the defendant’s costs, showing both that the
defendant had an abnormally high price-cost margin and that the defendant restricted
output.” Mylan Pharms., 838 F.3d at 434 (internal quotations and citations omitted).
126 Broadcom, 501 F.3d at 307.
43
evidence, a plaintiff must show that (1) the defendants had a dominant share (market
power) in the relevant market and (2) there were high barriers to entry into the
market that protect the defendants’ dominant position.127
Mesabi argues that indirect evidence shows that Cliffs enjoyed monopoly
power in the relevant market. “Once the relevant . . . market is defined, evidence of
[a] dominant market share within that market is a primary, but not [the] sole,
determinant of monopoly power.”128 A market share “significantly larger than 55%”
is generally required to establish the defendant’s monopoly power.129 Zona concluded
that Cliffs’ market share in non-captive supply blast furnace pellets ranged from 73-
78 percent between 2015-2019.130 Cliffs does not dispute that analysis.
Mesabi also contends there were high barriers to entry to the blast furnace
pellet market in the Great Lakes region.131 “Barriers to entry are factors, such as
regulatory requirements, high capital costs, or technological obstacles, that prevent
new competition from entering a market in response to a monopolist’s
supracompetitive prices.”132 Professors Areeda and Hovenkamp suggest considering,
127 Mylan Pharms., 838 F.3d at 435.

Delaware Health Care Inc. v. MCD Holding Co., 957 F. Supp. 535, 541 (D. Del. 1997) (citing
128
Barr Labs., Inc. v. Abbott Labs., 978 F.2d 98, 112 (3d Cir. 1992)).
129Mylan Pharms., 838 F.3d at 437 (citing United States v. Dentsply Int’l, Inc., 399 F.3d 181,
187 (3d Cir. 2005)). Mylan further explains that in “the absence of sufficient market share,
we have, nonetheless, held that other factors may indicate the presence of monopoly power,
including ‘size and strength of competing firms, freedom of entry, pricing trends and practices
in the industry, ability of consumers to substitute comparable goods, and consumer demand.’”
Id. (citations omitted)).
130 App. 1, Ex. 10 (Zona Rep.) ¶ 63, tbl. 3 at A000573, A000570.
131 D.I. 838 at 27-28.
132 Broadcom, 501 F.3d at 307 (internal citations omitted).
44
in determining whether a defendant has monopoly power, whether “entry [into the
market by a new competitor] is likely to occur, to be effective in maintaining or
restoring prices near the competitive level, and to do so in a timely fashion.”133
Here, the cost and time associated with developing a new iron ore mine and
pellet production operation in the Great Lakes region present high barriers to entry.
Constructing and operating a mine would far exceed the two-year window described
by the 1992 Mergers Guidelines. Indeed, the record evidence suggests that it would
likely take up to ten years and more than $1 billion to do so.134
Cliffs made several arguments in response to Mesabi’s indirect evidence, but
none is sufficient to show the existence of a genuine dispute of material fact. First,
Cliffs argues that a showing of market share alone is not enough to prove monopoly
power.135 While that is correct as far as it goes, Mesabi does not rely exclusively on
Cliffs’ market share. It also offered evidence of high barriers to entry that, when
coupled with a predominant market share, support a claim of monopoly power.
Second, Cliffs also argues that it had a high market share due to historically
geographic advantages over some of its competitors.136 It contends that historical
133 Areeda and Hovenkamp, supra n. 103, ¶ 422.

134App. 1, Ex. 10 (Zona Rep.) ¶¶ 71-72 at A000577-A000578; App. 1, Ex. 9 (Emmott Rep.) ¶¶
39-42 at A000474-A000477; App. 1, Ex. 8 (Orszag Dep.) at A000410, p. 35 (“I think it’s a fair
proposition that there are significant capital expenditures that need to be made to … build a
mine and … start production in … the [Great Lakes region].”). Note that the 2010 Guidelines
have taken a less prescriptive view of the relevant time window. See 2010 Merger Guidelines
(“the impact of entrants in the relevant market be rapid enough that customers are not
significantly harmed by the merger”). Under either approach, however, the time and expense
involved in developing an iron ore mine would constitute a substantial barrier to entry.
135 D.I. 890 at 28.
136 Id.; App. 1, Ex. 45 at A001837.
45
market shares are unreliable indicators of market power in markets with long-term
contracts, such as the steel industry. Cliffs cites no authority in support of that
proposition. And as a matter of ordinary logic, the fact that long-term contracts are
customary in a particular market may well operate as a barrier to entry (making it
more difficult for a new entrant to obtain a foothold). In the absence of evidence of
budding competition that appears likely to emerge over time (none of which Cliffs
points to in the existing summary judgment record), there is no reason why long-term
contracts would render a defendant’s substantial market share an unreliable
indicator of monopoly power.
Finally, Cliffs argues that Mesabi was incorrect to disregard sales to captive
suppliers when assessing Cliffs’ market share.137 To that end, the Merger Guidelines
recommend that captive supply sales be considered by courts only “to the extent that
their inclusion accurately reflects their competitive significance.”138 As Professors
Areeda and Hovenkamp explain, such captive supply sales are properly considered
when there is reason to believe that the integrated firm would expand its production
to supply others in competition with the defendant.139
Nothing in the record here suggests that the captive suppliers stood ready to
compete with Cliffs for sales to consumers that were not their own affiliates. To the
contrary, Zona’s analysis showed that the overall market shares of captive suppliers
137 D.I. 891 at 91-92.

138 Merger Guidelines (2010), § 5.1; Merger Guidelines (2023) § 4.4.A.
139 Areeda and Hovenkamp, supra n. 103, ¶ 535.
46
in the Great Lakes region was less than 12 percent of the market and such sales to
non-affiliated purchasers were de minimis.140 Cliffs points to no evidence to suggest
that such captive suppliers had a material effect on competition in the applicable
market.
It also bears note that Mesabi argues that direct evidence shows that Cliffs
had monopoly power in the relevant market and was thus able to charge
supracompetitive prices. In view of the conclusion above, that Mesabi has
demonstrated its entitlement to summary judgment based on the indirect evidence,
the Court need not reach this issue.
C. Cliffs is not entitled to summary judgment on the claim that it

did not engage in exclusionary conduct, cause antitrust injury,
or cause damages to Mesabi.
Cliffs moves for summary judgment, contending that the record makes plain
that (1) it did not engage in exclusionary conduct, (2) Mesabi has not suffered
antitrust injury, and (3) Mesabi cannot demonstrate damages. Because the record
shows the existence of genuine issues of material fact as to each of these points, the
Court denies the motion.
1. Cliffs has failed to establish that its conduct, viewed

holistically, was not exclusionary.
Cliffs argues that Mesabi’s antitrust claims under §§ 1 and 2 of the Sherman
Act and the comparable Minnesota statute fail because Mesabi cannot prove the
existence of anticompetitive agreements or exclusionary conduct. The existence of
140 App. 1, Ex. 10 (Zona Rep.) ¶ 68, tbl. 4 at A000575-A000576.
47
anticompetitive agreements or exclusionary conduct is an element of each of the
antitrust claims at issue. It bears on the second element under § 2 of the Sherman
Act for monopolization. There, the plaintiff must show “the willful acquisition or
maintenance of that power as distinguished from growth or development as a
consequence of a superior product, business acumen, or historic accident.”141 A
demonstration of anticompetitive conduct is also what must be shown to establish the
first element on an attempt to monopolize under § 2 of the Sherman Act.142 And
finally, an anticompetitive agreement bears on the requirement for an agreement
among competitors under § 1 of the Sherman Act.143
“Anticompetitive conduct may take a variety of forms, but it is generally
defined as conduct to obtain or maintain monopoly power as a result of competition
on some basis other than the merits.”144 Parts II.A and II.B of this Memorandum
Opinion explain why the Court is granting partial summary judgment in Mesabi’s
favor on its claim that Cliffs had monopoly power. But it has long been settled law
that there is nothing at all wrong with having monopoly power. Such power may be
obtained through “superior skill, superior products [or] natural advantages.”145 “The
mere possession of monopoly power, and the concomitant charging of monopoly
141 Queen City Pizza, 124 F.3d at 437 (citations omitted).

142 Lifewatch Servs. Inc. v. Highmark Inc., 902 F.3d 323, 331 (3d Cir. 2018).
143 Philadelphia Taxi, 886 F.3d at 339 (internal citations omitted).
144 Broadcom, 501 F.3d at 308 (citing LePage’s Inc. v. 3M, 324 F.3d 141, 147 (3d Cir. 2003)).
145United States v. United Shoe Machinery Corp., 110 F. Supp. 295, 342 (D. Mass. 1953). See
also Grinnell, 384 U.S. at 570-571 (monopoly power may be obtained “as a consequence of a
superior product, business acumen, or historic accident”).
48
prices, is not only not unlawful; it is an important element of the free-market
system.”146 It “induces risk taking that produces innovation and economic growth.”147
Having such power “will not be found unlawful unless it is accompanied by an
element of anticompetitive conduct.”148
Broadly put, “conduct that impairs the opportunities of rivals and either does
not further competition on the merits or does so in an unnecessarily restrictive way
may be deemed anticompetitive.”149 A practice that “deters potential rivals from
entering the monopolist’s market, or existing rivals from increasing their output in
response to the monopolist’s price increase,” is an exclusionary one.150 By contrast,
“conduct that merely harms competitors, however, while not harming the competitive
process itself, is not anticompetitive.”151 “It is axiomatic that the antitrust laws were
passed for ‘the protection of competition, not competitors.’”152 In considering the
evidence, it is important to bear this last point in mind. Federal antitrust law does
not require business competitors to treat one another with kindness. Case law
recognizes that it is a rough and tumble world out there. So long as the conduct in
question does not impair competition, federal courts are not to impose liability on a
defendant for engaging in sharp business practices or behaving like a bully.
146 Verizon Commc’ns v. Law Offices of Curtis V. Trinko, LLP, 540 U.S. 398, 407 (2004).
147 Id.
148 Id. (emphasis in original).
149 Broadcom, 501 F.3d at 308 (citing Aspen Skiing, 472 U.S. at 604–605).
150 Hovenkamp, supra n. 105, at 351.
151 Broadcom, 501 F.3d at 308 (citations omitted).
152 See Brooke Group Ltd. v. Brown & Williamson Tobacco Corp., 509 U.S. 209, 224 (1993).
49
Moreover, if the conduct in question is motivated by a legitimate business reason,
rather than a desire to harm competition, then it does not violate the antitrust laws.153
Cliffs is seeking summary judgment on this basis.
Mesabi’s complaint alleges three categories of conduct by Cliffs that it contends
are anticompetitive: (1) the ten-year pellet sale and purchase agreement that Cliffs
entered into with ArcelorMittal in October 2016; (2) Cliffs’ refusal to work with
certain contractors if they continued to work with Mesabi; and (3) Cliffs’ December
2017 land transaction with Glacier Park.
Cliffs moves for summary judgment on each separate agreement and action,
asking the Court to consider each in isolation. That, however, is an improper
standard for the Court to consider anticompetitive conduct. As the Supreme Court
clarified in Continental Ore Co. v. Union Carbide & Carbon Corp., courts must look
to an alleged monopolist’s conduct taken as a whole, rather than considering each
aspect in isolation. There, the Court stated that “in a case like the one before us
[alleging § 1 and § 2 violations], the duty of the jury was to look at the whole picture
and not merely at the individual figures in it.”154
Cliffs responds that the “holistic” analysis may not be used to circumvent the
application of a particular test that would otherwise apply and not be satisfied. As
Cliffs puts it, “five wrong claims do not make a right one.”155 That is true as far as it
153 Mylan Pharms., 838 F.3d at 438.

Continental Ore Co. v. Union Carbide & Carbon Corp., 370 U.S. 690, 699 (1962) (citations
154
omitted). See also Duke Energy Carolinas, LLC v. NTE Carolinas II, LLC, No. 22-2168, 2024
WL 3642432, at *12 (4th Cir. Aug. 5, 2024).
155 D.I. 1069 at 2 (internal citations omitted).
50
goes. A plaintiff’s failure to satisfy an applicable legal standard cannot be
circumvented by lumping it with a series of otherwise separate actions that also fail
to meet the relevant standard in the hope that a jury might conclude that, viewed
“holistically,” the defendant’s conduct was anticompetitive. But that does not mean
that where a plaintiff is challenging a series of actions as anticompetitive, a defendant
is entitled to disaggregate its actions, insisting that each one be viewed separately,
rather than in its context. Where a defendant with monopoly power engages in a
series of actions that stifle competition, it is no defense to an antitrust challenge to
say that no single act, viewed in isolation, would not have had that effect.
In this case, some of the challenged conduct is subject to a particular test. For
example, in the context of exclusive contracts, courts have developed a test that asks
whether the defendant’s conduct operated to foreclose the plaintiff from access to the
relevant market.156 Cliffs contends that the same test applies to its alleged
interference with Mesabi’s contractors. Even accepting, for the purposes of this
motion, that the test is applicable to that conduct, it would still be the case that one
would ask the question whether the interference with contractors viewed holistically
operated to foreclose competition in the relevant market. A defendant may not divide-
and-conquer by saying that no single act of interference with a contractor, in and of
itself, could have operated to foreclose the plaintiff from accessing the relevant
market.
156 See, e.g., Dentsply, 399 F.3d at 191.
51
Long-term contracts. The first alleged anticompetitive agreement or
exclusionary action was Cliffs’ 2016 pellet sale and purchase agreement with
ArcelorMittal’s U.S.-based subsidiary, to which both parties refer as “AMUSA.”157
During the relevant time frame, AMUSA was one of the three largest purchasers of
blast furnace pellets in the Great Lakes region.158 AMUSA entered into a ten-year
supply agreement contract with Mesabi in 2014, in which AMUSA was to purchase
approximately 3.5 million dry metric tons of pellets from Mesabi, plus an additional
500,000 to 1 million tons of pellets.159 This contract would supply some of the needs
of only one of AMUSA’s blast furnaces.160 At that time, Cliffs was also supplying part
of, but not all, the pellets for AMUSA at that same blast furnace.161
By May 2016, AMUSA terminated the contract due to Mesabi’s failure to
perform under the terms of the agreement.162 After this termination, Cliffs signed a
ten-year supply agreement with AMUSA.163 Mesabi argues that it needed the
AMUSA contract in order for its project to be viable. Mesabi further contends that
Cliffs was aware of this when it entered into the ten-year agreement with AMUSA.164
157App. 5, Ex. 421 (ArcelorMittal Annual Report 2022) at B012307; App. 5, Ex. 414
(ArcelorMittal Annual Report 2015) at B010935; App. 5, Ex. 420 (ArcelorMittal Annual
Report 2019) at B012159.
158 App. 5, Ex. 44 (Zona Rep.) tbl. 4 at B002762.
159 App. 5, Ex. 77 at B005053, B005059-B005060, B005067-B005068.
160 Id.
161 App. 5, Ex. 52 at B003331.
162 App. 4, Ex. 84 at A002917.
163 App. 4, Ex. 25 at A000274-A000304.
App. 5, Ex. 125 at B005552; App. 5, Ex. 88 at B005274; App. 5, Ex. 57 at B003396; App. 5,
164
Ex. 296 at B007205; App. 5, Ex. 26 (Goncalves Dep.) at B001564, p. 136.
52
Mesabi argues that the length of the contract, and its minimum purchase
requirements, made the Cliffs-AMUSA agreement anticompetitive. According to
Mesabi, the contract operated as a de facto exclusive agreement.
Before entering into the ten-year agreement, AMUSA and Cliffs had a two-
year contract to supply blast furnace pellets until Mesabi completed its project.165
When the parties were negotiating a new contract in 2016, AMUSA sought a short-
term deal but Cliffs refused.166 In addition to the duration of the contract, the 2016
agreement also contained a “take or pay” provision that required AMUSA “to
purchase at least 7 million tons per year from Cliffs.”167 Mesabi argues that that
requirement was substantially higher than any of the prior contracts between
AMUSA and Cliffs.168 The contract also provided Cliffs the right of first refusal to
sell AMUSA blast furnace pellets in excess of 10 million gross tons.169 Mesabi
contends that these provisions operated to guarantee that no other supplier could sell
to AMUSA besides Cliffs.
As noted above, one test that courts will employ to assess whether conduct is
anticompetitive is whether the conduct operates substantially to foreclose a
competitor from the market. There, “the test is not total foreclosure, but whether the
challenged practices bar a substantial number of rivals or severely restrict the
165 App. 5, Ex. 26 (Goncalves Dep.) at B001553, pp. 90-91.

166 App. 5, Ex. 149 at B005862.
168 App. 5, Ex. 145 at B005808; App. 5, Ex. 181 at B006083, B006088.
169 App. 5, Ex. 26 (Goncalves Dep.) at B001594, p. 255.
53
market’s ambit.”170 In other words, “substantial foreclosure allows the dominant firm
to prevent potential rivals from ever reaching ‘the critical level necessary’ to pose a
real threat to the defendant’s business.”171 “It has been recognized, albeit in a
somewhat different context, that even the foreclosure of ‘one significant competitor’
from the market may lead to higher prices and reduced output.”172
The Third Circuit has held that “the primary antitrust concern with exclusive
dealing arrangements is that they may be used by a monopolist to strengthen its
position, which may ultimately harm competition.”173 And while “long exclusive
dealing contracts are not per se unlawful, ‘[t]he significance of any particular contract
duration is a function of both the number of such contracts and market share covered
by the exclusive-dealing contracts.’”174 Here, not only was Cliffs in such a long-term
supply agreement with AMUSA, but it also was in similar long-term supply contracts
with two other large blast furnace purchasers in the Great Lakes region.175 Cliffs
was thus in contracts with the three largest customers in the region and those three
contracts accounted for 80 percent of all non-captive blast furnace sales in the Great
Lakes region from 2017 to 2019.176 Under these circumstances, whether the long-
170 Dentsply, 399 F.3d at 191 (citing LePage’s, 324 F.3d at 159-160).
171 ZF Meritor, LLC v. Eaton Corp., 696 F.3d 254, 286 (3d Cir. 2012).
LePage’s, 324 F.3d at 159 (quoting Roland Mach. Co. v. Dresser Indus., Inc., 749 F.2d 380,
172
394 (7th Cir. 1984).

173 ZF Meritor, 696 F.3d at 270.
174 Id. at 287 (citing Dentsply, 399 F.3d at 191).
App. 5, Ex. 26 (Goncalves Dep.) at B001538, p. 31 (“we had a long-term contract to supply,
175
one, Arcelor – I’m talking size – one, ArcelorMittal; two, AK Steel; and, three, 308 Algoma”).
App. 5, Ex. 44 (Zona Rep.) tbl. 4 at B002762; id. tbl. 3 at B002757; App. 5, Ex. 185 at
176
B006139-B006140; App. 5, Ex. 79 at B005150; App. 5, Ex. 143 at B005768-B005769; App. 5,

54
term contract so interfered with Mesabi’s access to the market is a genuinely disputed
question of material fact, which precludes the entry of summary judgment on the
question whether Cliffs exercised monopoly power.
Interference with contractors. The second complained of actions dealt with
three separate contractors, each of which did business with both Cliffs and Mesabi.
In each case, it is alleged that Cliffs threatened to terminate its relationship with the
contractor unless the contractor stopped doing business with Mesabi. These
contractors were Jamar Company, Barr Engineering, and the Environmental Law
Group.177 Contractors such as these are important to designing and constructing an
iron ore mine and pellet production facility.178 Cliffs, of course, was a significant
client for contractors in this region who worked on mining projects. As such, the
possibility that a contractor might lose Cliffs as a customer would certainly be cause
for concern.179
Jamar is a specialty-services contractor. It was performing the piping,
insulation, and mechanical work for Mesabi’s blast furnace pellet processing plant.180
In 2016, Cliffs learned that Mesabi asked some of its contractors to sign a letter of
Ex. 278 at B007074-B007075; App. 5, Ex. 428 at B013135; App. 5, Ex. 62 at B003656-
B003657.
177 Jamar Company is referred to as “Jamar.” Barr Engineering is referred to as “Barr.”
App. 5, Ex. 43 (Emmott Rep.) ¶ 186 at B002706; App. 5, Ex. 47 (Lambert Rep.) ¶ 117 at
178
B003063; App. 5, Ex. 205 at B006375; App. 5, Ex. 395 (Cliffs Annual Report 2017) at B009820.
179App. 5, Ex. 32 (Fedor Dep.) at B001899, pp. 147-148; App. 5, Ex. 232 at B006484; App. 5,
Ex. 20 (Greenhouse 30(b)(6) Dep.) at B001283, pp. 42-43; App. 5, Ex. 21 (Hefner 30(b)(6) Dep.)
at B001297, pp. 18-20.
180 App. 5, Ex. 37 (Vuppuluri 30(b)(6) Dep.) at B002160, pp. 62-63.
55
support to the governor of Minnesota regarding Mesabi’s project.181 Cliffs then
contacted Jamar, with whom it had an existing relationship, stating that it would
have ongoing opportunities for Jamar as long as Jamar did not support Mesabi.182
Jamar abided by Cliffs’ request and refused to work on Mesabi’s project for the
following year.183 But later, Cliffs found out that Jamar had signed a letter of support
for Mesabi’s restructuring efforts and plans.184 Cliffs allegedly sought to “shut down”
all contractors that signed that letter by no longer soliciting bids for future work from
them.185 Within a matter of months, Cliffs not only stopped soliciting new business
from Jamar but also refused to let Jamar continue to work on its ongoing projects.186
Once Jamar stopped supporting Mesabi, however, Cliffs restored the parties’ business
relationship.187
Barr is a consulting company that provides engineering and environmental
consulting services. Barr had been providing professional engineering and
environmental services to Mesabi since the 1990s.188 In addition to several
181 App. 5, Ex. 172 at B006001-B006002; App. 5, Ex. 167 at B005984.

182 App. 5, Ex. 170 at B005995; App. 5, Ex. 178 at B006039; App. 5, Ex. 224 at B006463.
183 App. 5, Ex. 224 at B006463.
184 App. 5, Ex. 187 at B006170-B006173; App. 5, Ex. 186 at B006167-B006168.
185 App. 5, Ex. 189 at B006177; App. 5, Ex. 199 at B006333.
187App. 5, Ex. 19 (Fellman 30(b)(6) Dep.) at B001230, pp. 107-108 (noting that Jamar received
a call from Cliffs saying it had “made a mistake, had bad information [a]nd that the … ban
was lifted”); App. 5, Ex. 231 at B006482 (“Based on recent development, the Jamar situation
has changed. Effective immediately, you are able to include them in the bidding process for
upcoming requirements…”).
App. 5, Ex. 379 (Barr Website) at B009729; App. 5, Ex. 210 at B006403; App. 5, Ex. 235 at
188
B006492; App. 5, Ex. 12 (Bigelow Dep.) at B000683, pp. 298-299.
56
engineering projects, Barr assisted Mesabi with environmental permit applications
and compliance.189 Prior to August 2017, Barr had worked for both Mesabi and Cliffs
for several years.190 And during that time, Barr used separate teams for Cliffs’ and
Mesabi’s projects.191 Then, in May 2017, Cliffs instructed its employees to stop
soliciting work from Barr due to Barr’s continued support of Mesabi.192 The next
month, Barr discovered that Cliffs had “officially black-listed” it based on its
involvement in Mesabi’s project.193 After learning that it might not be able to work
for Cliffs because of its work with Mesabi, Barr contacted Cliffs to attempt to be
reinstated. 194 Work from Cliffs was important to Barr because Barr had “succeeded
by building and sustaining a long-term relationships with clients such as Cliffs, with
Cliffs bringing in approximately $4.5 - 6 million in revenue in 2017 and 2018
respectively.”195 After Barr contacted Cliffs, Cliffs then explained that it would
resume work with Barr if Barr completed the work currently under contract with
App. 5, Ex 31 (Sutherland 30(b)(6) Dep.) at B001835-B001836, pp. 203-205; id. at B001844-

189
B001845, pp. 240-241.

App. 5, Ex. 76 at B005044; App. 5, Ex. 155 at B005889; App. 5, Ex. 37 (Vuppuluri 30(b)(6)
190
Dep.) at B002152, p. 32; App. 5, Ex. 7 (Quist 30(b)(6) Dep.) at B000395, p. 31.
191 App. 5, Ex. 9 (Ziemba 30(b)(6) Dep.) at B000454, p. 18; App. 5, Ex. 184 at B006132.
192 App. 5, Ex. 217 at B006424.
193App. 5, Ex. 229 at B006478 (“We have information, that based on our decision to write a
letter of intent for the [Project], it has some significant implications to our future work for
Cliffs … But to cut to the chase. Cliffs purchasing department has been instructed to not
issue Barr any new work orders. We will be trying to determine if this decision is reversible
pending actions by us.”); App. 5, Ex. 245 at B006573 (“I also talked with Jesse – he said that
Barr is officially black-listed. … He said it is because of the [Mesabi] deal…”).
194 App. 5, Ex. 236 at B006498.
195 App. 5, Ex. 53 at B003345; App. 5, Ex. 7 (Quist 30(b)(6) Dep.) at B000409, pp. 87-88.
57
Mesabi and did not proceed forward with any other assignments.196 In an August
2017 letter, Barr informed Mesabi of its decision to terminate their relationship.197
Barr recognized this decision could “have serious implications” for the viability
of Mesabi’s project, including Mesabi’s ability to obtain financing.198 Indeed, drawing
inferences in favor of the nonmoving party, the record would in fact support the
conclusion that Barr played an important role in Mesabi’s efforts to obtain financing,
such as interacting with potential sources of capital in regard to their due diligence.199
The record would therefore permit the conclusion that Barr’s resignation harmed
Mesabi’s efforts to obtain financing from potential sources of capital such as Bank of
America and GSO.200 There is evidence suggesting that Mesabi also relied on the
premise that Barr would be involved in the project in order to negotiate leases with
the State of Minnesota.201 And the record would support a finding that Barr’s
departure played a role in Mesabi missing deadlines set in those negotiations, which
delayed Mesabi’s emergence from bankruptcy and further prejudiced its ability to
secure funding.202
196 App. 5, Ex. 9 (Ziemba 30(b)(6) Dep.) at B000457, p. 30.

197 App. 5, Ex. 258 at B006645.
198 App. 5, Ex. 54 at B003347.
App. 5, Ex. 37 (Vuppuluri 30(b)(6) Dep.) at B002153, B002181, B002183-B002184, pp. 33,
199
145, 156-159; App. 5, Ex. 405 (Fennessey Decl.) ¶ 5 at B010889.

App. 5, Ex. 37 (Vuppuluri 30(b)(6) Dep.) at B002181, p. 147; App. 5, Ex. 405 (Fennessey
200
Decl.) ¶ 5 at B010889.
App. 5, Ex. 221 at B006435-6438; App. 5, Ex. 12 (Bigelow Dep.) at B000686, B000688, pp.
201
311, 320.
App. 5, Ex. 12 (Bigelow Dep.) at B000686, B000688-B000689, pp. 311, 320-321; see also
202
App. 5, Ex. 16 (Clarke Dep.) at B000983-B000984, pp. 196-197; App. 5, Ex. 400 (Supplemental
Order Implementing Settlement with State of Minnesota) at B010858-B010859; App. 5, Ex.
58
Beginning in 2010, Environmental Law Group was Mesabi’s legal counsel,
consulting Mesabi on numerous environmental law issues and assisting Mesabi with
environmental permits.203 Environmental Law Group represented Cliffs at the same
time.204 During that time frame, both parties waived any potential conflict relating
to the dual representation.205 But in May 2017, Cliffs raised concerns with the firm
about a conflict, which resulted in Environmental Law Group resigning from its
representation of Mesabi effective June 1, 2017.206 A former Environmental Law
Group lawyer, who was designated to testify as the firm’s corporate representative,
said that the decision to resign from representation of Mesabi was not in fact based
on a conflict, but was instead due to Cliffs no longer being comfortable with the firm
representing Mesabi.207 The Cliffs’ employee, who raised the issue of a conflict, could
not recall during his deposition the supposed conflict or any change that gave rise to
such a conflict.208
Glacier Park Leases. Finally, the third alleged anticompetitive agreement or
exclusionary conduct was Cliffs’ purchase of property rights from Glacier Park. Prior
to Cliffs acquiring these property rights, Mesabi held the mineral leases for the
401 (Second Supplemental Order Implementing Settlement with State of Minnesota) at

B010861-B010864; App. 5, Ex. 362 (Amendment to Agreement with State of Minnesota) at
B009169.
203 App. 5, Ex. 37 (Vuppuluri 30(b)(6) Dep.) at B002156, p. 46.
204 App. 5, Ex. 21 (Hefner 30(b)(6) Dep.) at B001296, p. 16
205 App. 5, Ex. 215 at B006415.
206 Id.; App. 5, Ex. 212 at B006408; App. 5, Ex. 214 at B006412-B006413.
207 App. 5, Ex. 21 (Hefner 30(b)(6) Dep.) at B001309, pp. 65-66.
208 App. 5, Ex. 11 (Cartella Dep.) at B000594, pp. 203-204.
59
Glacier Park property.209 The Glacier Park property consisted of large non-
contiguous, asymmetric bundles of individual 40-acre land parcels known as
“forties.”210 Mesabi’s project encompassed over 100 forties, with 30 forties making up
the area where Mesabi holds permits to mine.211 Mesabi contends that the Glacier
Park property sits in the center of those forties and thus Mesabi’s project site.212 After
Mesabi filed for bankruptcy, Chippewa, Glacier Park, and Mesabi entered into a
settlement under which Mesabi would assume the Glacier Park mineral leases only
if its plan of reorganization became effective on or before October 31, 2017.213 Mesabi
argues that Chippewa was in active negotiations with Glacier Park when Cliffs
acquired the property in November 2017. Glacier Park and Chippewa began working
on amending and restating the leases in October 2017 as well as discussing amending
the October 31, 2017 deadline for the plan becoming effective that was set forth in
the settlement agreement.214 Even when Mesabi’s plan did not go effective by that
deadline, Glacier Park and Chippewa continued to negotiate amendments to the
209 App. 5, Ex. 305 at B007244.

210 App. 5, Ex. 43 (Emmott Rep.) ¶¶ 96, 100 at B002682, B002683.
211 Id. ¶ 97 at B002682.
212 App. 5, Ex. 55 at B003352; App. 5, Ex. 43 (Emmott Rep.) ¶ 98 at B002682.
214 App. 5, Ex. 277 at B007066-B007068; App. 5, Ex 279 at B007102-B007103.
60
settlement agreement.215 Chippewa contends that it believed it had an agreement in
principle with Glacier Park as late as December 2017.216
Cliffs, however, ultimately stepped in to acquire the mineral rights, beginning
negotiations and consummating a transaction in November 2017.217 Mesabi argues
that the reason Cliffs acquired those parcels of land was to undermine the economic
viability of its project.218 Mesabi contends that by acquiring the property, Cliffs
reduced Mesabi’s access to millions of tons of iron ore reverses, thereby diminishing
the value of the project by 70 percent.219 This acquisition also made it inefficient for
Mesabi to mine the portions of parcels that it still controlled because the property
Cliffs acquired disrupted the mine plan’s flow, which resulted in increased operating
costs.220 In response to Cliffs’ Glacier Park transaction, Mesabi had to create a new
mine plan and engage a consultant to identify the remaining ore that was
economically mineable, both of which were costly and time consuming.221 Moreover,
215 App. 5, Ex. 292 at B007190-B007191.

216App. 5, Ex. 298 at B007216; App. 5, Ex. 404 (Oram Decl.) ¶ 12 at B010886; App. 5, Ex. 300
at B007225-B007226; App. 5, Ex. 405 (Fennessey Decl.) ¶ 10 at B010890; App. 5, Ex. 302 at
B007233- B007234.
217 App. 4, Ex. 27 at A000308.
218 App. 5, Ex. 55 at B003352; App. 5, Ex. 43 (Emmott Rep.) ¶ 98 at B002682.
219App. 5, Ex. 42 (Davis Rep.) tbl. 4 at B002485; App. 5, Ex. 359 at B008763; App. 5, Ex. 37
(Vuppuluri 30(b)(6) Dep.) at B002149-B002150, B002166-B002166, pp. 20-24, 84-87.
App. 5, Ex. 24 (Everett 30(b)(6) Dep.) at B001441, B001447, B001452, pp. 58-59, 81, 102-
220
105.
221App. 5, Ex. 37 (Vuppuluri 30(b)(6) Dep.) at B002182, pp. 149-150; App. 5, Ex. 24 (Everett
30(b)(6) Dep.) at B001441, pp. 59-60; App. 5, Ex. 15 (Everett Dep.) at B000931, pp. 358-359.
61
Mesabi asserts that Cliffs’ acquisition of the leases caused difficulties in Mesabi
presenting itself as a viable entity to potential providers of capital.222
* * *
Cliffs argues that its interference with contractors is irrelevant because, as
long as Mesabi was able to find an alternative contractor (as it ultimately was), it was
not “foreclosed from the market” within the meaning of the applicable caselaw.223 The
alleged antitrust violation, however, is not that Cliffs’ conduct harmed competition
for contractors. The question is whether the conduct harmed competition in the
relevant market, which is the market for blast furnace iron ore pellets in the Great
Lakes region. And to be sure, Mesabi will be required at trial to show a causal
relationship between Cliffs’ allegedly anticompetitive conduct and its failure to
complete its project and bring a competing product to market. Cliffs will certainly be
able to come forward with evidence that would support a conclusion that it did not.
That is a matter to be decided at trial. For present purposes, the relevant point is
that Mesabi’s ability ultimately to hire an alternative contractor does not establish
that it was not “foreclosed from the market” under applicable law.
Additionally, regardless of whether the applicable standard requires that the
challenged conduct foreclosed Mesabi’s access to the market, or (as for conduct for
which no specific test is applicable) requires that the conduct in question had an
222App. 5, Ex. 37 (Vuppuluri 30(b)(6) Dep.) at B002166, pp. 84-87; App. 5, Ex. 34 (Fennessey
30(b)(6) Dep.) at B001988, pp. 97-98; App. 5, Ex. 43 (Emmott Rep.) ¶¶ 180-181 at B002704;
App. 5, Ex. 42 (Davis Rep.) ¶ 55 at B002480-B002481.
223 See, e.g., Mylan Pharms., 838 F.3d at 438.
62
anticompetitive effect, the principle of Continental still applies.224 Accordingly, in
applying the applicable legal standard to the conduct in question, one must view the
challenged conduct holistically, rather than viewing any particular act as if it
occurred in isolation.
Here, there is sufficient evidence that permits a reasonable juror to conclude
that Cliffs’ conduct was anticompetitive. Acquiring key mining property and entering
into a long-term exclusive supply agreement with one of the largest customers in the
region, coupled with pressuring critical contractors working on Mesabi’s project to
terminate their relationships with Mesabi, could substantially foreclose Mesabi from
the market and exclude competition. Likewise, while Cliffs contends it did not
acquire the Glacier Park leases in order to preclude competition from Mesabi, there
is sufficient evidence in the summary judgment record to permit the conclusion that
Cliffs did not acquire the leases to obtain access to iron ore, but instead to prevent
Mesabi from completing its project. For the purpose of this motion, it does not matter
whether the applicable standard requires a determination that the defendant’s
conduct foreclosed the plaintiff from the relevant market or instead asks more
generally whether the defendant’s conduct had anti-competitive effects. Either way,
Mesabi has pointed to sufficient record evidence that would permit a reasonable
factfinder to conclude that the standard has been satisfied.
224 Continental Ore Co., 370 U.S. at 699.
63
“Even if a company exerts monopoly power, it may defend its practices by
establishing a business justification.”225 Here, because there is sufficient evidence
that permits a reasonable juror to conclude that Cliffs’ conduct was anticompetitive,
the burden shifts to Cliffs to show “nonpretextual procompetitive justifications for its
conduct.”226
Cliffs offers justifications for each of the three categories of alleged
anticompetitive agreements or exclusionary conduct. First, Cliffs claims that the
legitimate business justification for its agreement with AMUSA was to stave off its
own bankruptcy. 227 In support of this contention, Cliffs relies only on comments from
its CEO, Lourenco Goncalves, and the fact that its stock traded as low as $1.14 per
share on January 12, 2016.228 As Mesabi pointed out, Cliffs cited no internal analysis
supporting that contention. And Goncalves (perhaps unsurprisingly) asserted at the
time that the company did not face financial distress.229
Cliffs also argues that it competed with others to obtain AMUSA’s contract and
that AMUSA regarded the contractual price as “better than the market.”230 Cliffs
contends that AMUSA saw a ten-year contract as “the best economical contract at
225 Dentsply, 399 F.3d at 196.

226Mylan Pharms., 838 F.3d at 438 (internal citations and quotations omitted).
227 App. 4, Ex. 4 (Goncalves Dep.) at A000043, A000044-A000045, pp. 33, 93-94.
228See id.; see also App. 4, Ex. 142 (Historical Data, Price History, Cleveland-Cliffs Inc., New
York Stock Exchange: CLF, https://www.clevelandcliffs.com/investors/stock-info/historical-
data (last accessed Nov. 10, 2023)) at A005185-A005190.
230 App. 4, Ex. 18 (Geissler 30(b)(6) Dep.) at A000198-A000199, pp. 239-240.
64
that point in time.”231 In response, Mesabi points to evidence showing not only that
AMUSA wanted to purchase pellets from suppliers other than Cliffs but also that
AMUSA requested a shorter term deal for the Cliffs’ contract.232 In addition, Cliffs
contends that a ten-year supply agreement was an industry standard. Cliffs argues
that long-term contracts provide security for the miners and consistency for the
steelmakers.233 Further, Cliffs asserts that the industry norm was supported by the
fact that Mesabi’s agreement with AMUSA was also for a ten-year duration. Mesabi,
however, offers evidence of several blast furnace supply agreements within the Great
Lakes region that were for shorter duration, such as one to three-year terms.234
Mesabi’s contract with AMUSA was also for a much smaller volume of pellets and as
such covered only a portion of AMUSA’s overall demand.235 Moreover, Mesabi argues
that Cliffs cannot take refuge in industry norms because “a monopolist is not free to
take certain actions that a company in a competitive (or even oligopolistic) market
may take.”236 Overall, the evidence to which Mesabi points is sufficient to create a
231 Id. at A000201, p. 258.

233 App. 4, Ex. 7 (Zajac 30(b)(6) Dep.) at A000066-A000067, pp. 91-92.
234App. 5, Ex. 341 at B007629; App. 5, Ex. 146 at B005818; App. 5, Ex. 67 at B004006; App.
5, Ex. 68 at B004040; App. 5, Ex. 163 at B005962.
235App. 5, Ex. 185 at B006140 (Cliffs’ contract with AMUSA was for 7 million gross tons of
blast furnace pellets, right of first refusal for a total of 10 million gross tons); App. 5, Ex. 77
at B005059-B005060 (Mesabi’s contract with AMUSA was for 3.5 million dry metric tons of
pellets from Mesabi, plus an additional 500,000 to 1 million tons of pellets).
236LePage’s, 324 F.3d at 151-152; Ultronics, Inc. v. Cox Cable of San Diego, Inc., No.
88CV1718K, 1991 WL 1302931, at *6 (S.D. Cal. May 29, 1991) (rejecting justification that
long-term contract was industry standard because testimony showed “defendants were
seeking to ‘push plaintiff out of the market,’” which was “alone sufficient to cast doubt” on
purpose of defendants’ contracts).
65
genuine dispute of fact as to whether Cliffs’ justification for the AMUSA contract is
pretextual.
Second, Cliffs claims that it had legitimate business justifications for its
challenged actions regarding each of the three contractors. Cliffs argues that its
legitimate business justification for requesting that Jamar terminate its work with
Mesabi was because Cliffs did not want Mesabi to benefit from working with a
contractor that Cliffs had “invested significant time and money to develop sensitive,
state-of-the-art projects.”237 Cliffs contends that its legitimate business justification
for asking Barr to terminate its work with Mesabi was the same as that with Jamar;
Cliffs did not want Mesabi to gain any advantage from Barr due to Cliffs’ investment
in Barr.238 In relation to all three contractors, Cliffs contends that it did not want
Mesabi to “free-ride on Cliffs’ investment by securing that knowledge, directly or
indirectly.”239
Mesabi, however, presents evidence that Cliffs’ reasons for influencing the
contractors were not actually about confidentiality. Rather, Mesabi argues that
Cliffs’ actions were intended to interfere with Mesabi’s ability to compete. As
discussed earlier, Mesabi showed that Barr, for example, had mechanisms to guard
against sharing any sensitive Cliffs’ information. Barr had separate teams working
237 D.I. 837 at 34.

238 Id.
239 Id.
66
on Cliffs’ and Mesabi’s matters. Moreover, it was common practice for Cliffs’
contractors to sign non-disclosure agreements.
As for Environmental Law Group, Cliffs argues that its legitimate business
justification for requesting that the firm terminate its work with Mesabi was an
alleged conflict. As discussed earlier, however, Mesabi points to the testimony of a
former Environmental Law Group lawyer. That lawyer explained that the firm’s
resignation from its representation of Mesabi was not in fact based on a conflict.
Instead, the lawyer said that Cliffs had simply concluded that it was no longer
comfortable with the firm representing Mesabi.240 The Cliffs’ employee who raised
the issue of a conflict could not recall during his deposition the nature of any formal
legal conflict or identify any change that had given rise to such a conflict.241 The firm
had represented both Cliffs and Mesabi for some time and both parties had waived
any potential conflict relating to the dual representation.242 The Environmental Law
Group also represented other entities in the mining industry concurrently with Cliffs,
such as AMUSA. Cliffs raised no conflict issues with that dual representation.243
At bottom, Mesabi argues that Cliffs’ scheme to target service providers
working for Mesabi denied Mesabi critical support for is project. Mesabi cites several
courts that have considered a defendant’s refusal to work with contractors due to the
240 App. 5, Ex. 21 (Hefner 30(b)(6) Dep.) at B001309, pp. 65-66.

241 App. 5, Ex. 11 (Cartella Dep.) at B000594, pp. 203-204.
App. 5, Ex. 21 (Hefner 30(b)(6) Dep.) at B001296, p. 16; App. 5, Ex. 215 at B006415-
242
B006416.
243 App. 5, Ex. 21 (Hefner 30(b)(6) Dep.) at B001297, B001298, pp. 17, 22.
67
contractors’ relationship with a competitor to be anticompetitive conduct.244 Overall,
Mesabi presents sufficient evidence that creates a genuine dispute of fact as to
whether Cliffs’ justifications for its challenged actions regarding the contractors was
pretextual.
And third, Cliffs claims that the legitimate business justification for the
Glacier Park transaction was its interest in acquiring that property so that it could
avail itself of certain state mineral leases. Cliffs argues that it had a long-standing
interest in the availability and use of the Glacier Park property as a source of ore to
support its production facility.245 Before Mesabi lost the agreement with Glacier
Park, Cliffs approached the State of Minnesota about opportunities to obtain the state
leases that were then held by Mesabi in the event that those leases were to become
available.246 Cliffs contends that it took particular interest in the Glacier Park
property when it learned that those state leases could become available to Cliffs so
long as it owned or leased property with ore adjacent to the state ore, which was a
condition that the Glacier Park property satisfied.247
In response, Mesabi argues that Cliffs had never studied the property in the
form it was to be acquired – the non-contiguous parcels in the middle of Mesabi’s
mine site. In other words, Mesabi contends that Cliffs never even considered whether
244United States v. Microsoft Corp., 253 F.3d 34, 77-78 (D.C. Cir. 2001); Lorain Journal Co.
v. United States, 342 U.S. 143, 148 (1951).
245App. 4, Ex. 6 (Johnson (30)(b)(6) Dep.) at A000060, p. 49; App. 4, Ex. 140 (Holihan Dec.) ¶
28 at A005128; App. 4, Ex. 29 at A000322-A000327; App. 4, Ex. 36 at A000395-A000396.
246 App. 4, Ex. 29 at A000322-A000327.
247 Id.
68
the to-be-acquired Glacier Park property could be mined economically without the
rights to the surrounding property, which Mesabi then owned.248 Mesabi also points
to evidence that Cliffs rushed the Glacier Park transaction to the point of not
receiving or reviewing reports and data about the property, including information
about the total iron ore reserves available.249 Cliffs claims that the justification for
the Glacier Park transaction was to set itself up to obtain the state leases. But Cliffs
could only get those leases if the state terminated Mesabi’s ownership of them.250
Mesabi offers additional evidence that Cliffs analyzed how the Glacier Park
transaction would impair or block Mesabi’s ability to mine.251 The evidence Mesabi
presents is sufficient to create a genuine dispute of fact as to whether Cliffs’
justification for the Glacier Park transaction was pretextual.
In addition, Cliffs’ own statements about its conduct may shed light on the
veracity of its stated justifications. For example, Cliffs concluded that if it could
obtain a deal for the state mineral leases and a contract with AMUSA, Mesabi’s
“project [would] not [be] viable as a stand-alone.”252 An internal slide presentation
App. 5, Ex. 5 (Dunsmoor Dep.) at B000331, pp. 222-224; App. 5, Ex. 23 (Johnson 30(b)(6)
248
Dep.) at B001387, p. 64; App. 5, Ex. 43 (Emmott Rep.) ¶ 106 at B002686.

Id. ¶¶ 115–120 at B002688–B002689; App. 5, Ex. 309 at B007257; App. 5, Ex. 297 at
249
B007211; App. 5, Ex. 290 at B007184.

250 App. 5, Ex. 392 at B009809-B009810.
251 App. 5, Ex. 350 at B008676.
252App. 5, Ex. 26 (Goncalves Dep.) at B001590, p. 240; App. 5, Ex. 125 at B005552 (Cartella
wrote, “If Dayton cooperates and we get this deal – we will have the foothold we need and we
can start firing grenades to sink them.” Goncalves replied, “I agree, David. Thanks.”); App.
5, Ex. 11 (Cartella Dep.) at B000563, p. 80 (“Q. You’re talking about sinking [Mesabi], right?
A. Yeah, to accomplish the goal of getting – acquiring our interest in the overall property.”);
App. 5, Ex. 125 at B005552 (Cartella wrote, “Add in a commercial deal with Mittal and it
should be game over.” Goncalves replied, “I agree, David. Thanks.”); App. 5, Ex. 26 (Goncalves
69
suggested that a goal of Cliffs’ was to “create concern about the viability of the project
in the eyes of investors and customers” and “delay continuation of construction and
commencement of operation.”253 Once Cliffs obtained the list of contractors working
with Mesabi, its employee stated that “here is the list . . . [p]rior to shutting them
down can you look up each supplier so I can see where and how much business we do
with each of them? Once I’m ready I’ll give you the go ahead to shut them down.”254
Here, shutting the contractors down meant that Cliffs would no longer solicit bids or
work with them.
As for the Glacier Park transaction, Cliffs’ CEO stated that “I own a patchwork
of land inside [Mesabi’s] network site. They cannot mine that site without a deal with
Cleveland-Cliffs.”255 Owning the Glacier Park property gave Cliffs “control of mine
lands [and gave] Cliffs leverage and influence over the ability of their competitors to
execute their plans” and permit Cliffs to “restrict[] existing competitors and potential
new entrants.” 256 These statements certainly provide a basis from which a reasonable
juror could conclude that Cliffs’ stated bases for its actions were pretextual, and that
Dep.) at B001590, p. 240 (“And as soon as they tried to submit this to real investors, people
would say, are you kidding me?” Q. “[Y]ou’re saying real investors would look at the property
split and not be willing to invest? A. They would not have enough ore, enough years of
mining.”).
253 App. 5, Ex. 430 at B013150.
254 App. 5, Ex. 189 at B006177.
255App. 5, Ex. 378 (Dec. 2, 2020 State of Minnesota Meeting of the Executive Council
Transcript) at B009692.
70
its actual intent was to harm Mesabi’s ability to compete. Cliffs’ motion for summary
judgment on this basis must therefore be denied.
2. Cliffs has failed to show that its conduct did not cause
antitrust injury.
A plaintiff in an antitrust case must establish that the challenged conduct
caused a particular type of injury. It is insufficient for a plaintiff to prove merely that
its own economic condition would have been better in the absence of the defendant’s
anticompetitive conduct.257 Rather, the plaintiff must allege an injury that is of “the
type the antitrust laws were intended to prevent” and that flows from the kind of
conduct that makes the defendant’s acts unlawful.258 This inquiry involves
identifying the alleged anticompetitive conduct and determining whether that
conduct injured consumers or competition in general.259 And as already discussed,
courts must look at the conduct “as a whole rather than considering each aspect in
isolation” to determine whether the conduct is anticompetitive.260 From there, the
alleged injury must be “attributable to an anti-competitive aspect of the practice
under scrutiny.”261 As such, courts must “examine the causal connection between the
257Philadelphia Taxi, 886 F.3d at 343 (citing Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc.,
429 U.S. 477 (1977)).
258Id.; Alberta Gas Chems. Ltd. v. E.I. du Pont de Nemours and Co., 826 F.2d 1235, 1240 (3d
Cir. 1987) (explaining that to establish antitrust injury, “plaintiffs must prove more than
harm causally linked to an illegal presence in the market”).
259See Philadelphia Taxi, 886 F.3d at 344; see also id. at 339 (“[a]llegations of purportedly
anticompetitive conduct are meritless if those acts would cause no deleterious effect on
competition”).
LePage’s, 324 F.3d at 162 (citing Continental, 370 U.S. at 699); see also Philadelphia Taxi,
260
886 F.3d at 339.

261Atlantic
Richfield Co. v. USA Petroleum Co., 495 U.S. 328, 334 (1990); West Penn Allegheny
Health Sys. v. UPMC, 627 F.3d 85, 101 (3d Cir. 2010).
71
purportedly unlawful conduct and the injury” claimed to the market and
consumers.262
Here, there is sufficient evidence from which a reasonably jury could find that
Mesabi suffered the type of injury that antitrust law is intended to prevent. Mesabi
argues that it suffered an antitrust injury because Cliffs excluded Mesabi from the
market. And by excluding Mesabi from the market, Cliffs deprived customers of the
increased output and lower prices that Mesabi might have brought to the market.263
Cliffs argues that the three categories of its alleged anticompetitive
agreements or exclusionary conduct did not cause Mesabi any antitrust injury. First,
Cliffs argues that it did not cause Mesabi to suffer an antitrust injury due to its
contract with AMUSA because Mesabi lost its contract with AMUSA after not being
able to fulfill its obligations. Cliffs contends that even if it had not entered into the
contract with AMUSA, Mesabi still would be in the same position today because
Mesabi would have lost its AMUSA contract anyway.264 Mesabi, however, argues that
Cliffs’ de facto exclusive agreement with AMUSA foreclosed a substantial share of the
blast furnace pellet market that otherwise could have been available for rivals,
including Mesabi. Mesabi points to evidence that AMUSA was one of the largest blast
furnace pellets customers in the Great Lakes region and that Cliffs’ contract with
AMUSA amounted to approximately 40 percent of blast furnace pellet sales in the
262Lifewatch Servs. Inc., 902 F.3d at 342 (quoting City of Pittsburgh v. W. Penn Power Co.,
147 F.3d 256, 265 (3d Cir. 1998)).
263 D.I. 894 at 59.
264 D.I. 837 at 39-41.
72
Great Lakes region from 2017 to 2019.265 Mesabi also sets forth evidence that Cliffs
was the only supplier in the region that could have met all of AMUSA’s blast furnace
pellet demands.266 So, Mesabi argues, in the absence of Cliffs’ contract with AMUSA,
the terms of the contract with a different supplier would likely have been for a smaller
portion of AMUSA’s demand, giving Mesabi an opportunity to supply some of
AMUSA’s needs. In addition, Mesabi presents evidence that having customer
contracts was critical to obtaining financing.267 And Mesabi argues that by
preventing Mesabi from signing with AMUSA, Cliffs ensured that investors and
lenders were less likely to finance Mesabi’s project.268
Second, Cliffs argues that its interactions with contractors did not cause
Mesabi antitrust injury because it did not prevent or delay Mesabi’s entry into the
market.269 Cliffs contends that influencing Jamar’s departure from working for
Mesabi was not anticompetitive because Jamar eventually resumed working with
Mesabi.270
Cliffs further contends that Barr’s departure did not restrict Mesabi’s access
to engineering resources because Mesabi was also using another contractor, Kiewit,
265 App. 5, Ex. 185 at B006139-B006140; App. 5, Ex. 44 (Zona Rep.) tbl. 4 at B002762.
266 App. 5, Ex. 154 at B005887.
267 App. 5, Ex. 26 (Goncalves Dep.) at B001539, p. 36.
268 App. 5, Ex. 88 at B005274; App. 5, Ex. 57 at B003396; App. 5, Ex. 125 at B005552.
269 D.I. 837 at 41-42.
App. 4, Ex. 76 at A002629-A002672; App. 4, Ex. 52 at A000584; App. 4, Ex. 9 (Robb Bigelow
270
Dep.) at A000090-A000091, pp. 426-427.
73
at the time.271 Cliffs argues that Mesabi promptly replaced Barr and thus did not
suffer delay nor did Barr’s departure cause Mesabi to fail to complete its project. In
response, Mesabi offers evidence that its timeline for emerging from bankruptcy and
for starting and completing construction on its project was indeed delayed due to
Barr’s resignation.272 And as discussed above, there is certainly some evidence to
support the claim that Barr’s resignation harmed Mesabi’s efforts to obtain financing
from Bank of America and GSO because Barr interacted with potential bankers who
were conducting due diligence.273 Similarly, there is evidence to suggest that Barr’s
departure played a role in causing Mesabi to miss deadlines set by the State of
Minnesota. 274 There is also evidence in the summary judgment record to suggest
that missing those deadlines ultimately delayed Mesabi’s emergence from
bankruptcy and its ability to secure funding.275
Additionally, while Mesabi employed Kiewit in addition to Barr, Mesabi argues
that no other contractor obtained the deep knowledge of Mesabi’s project nor was
more qualified for the project than Barr.276 Despite Kiewit’s capabilities, Mesabi
argues that Kiewit did not possess the same knowledge of Mesabi’s project, of
271 App. 4, Ex. 93 at A003072.

272 App. 5, Ex. 37 (Vuppuluri 30(b)(6) Dep.) at B002152, pp. 31-32.
273 Id. at B002181, p. 147; App. 5, Ex. 405 (Fennessey Decl.) ¶ 5 at B010889.
274App. 5, Ex. 221 at B006435-B006438; App. 5, Ex. 12 (Bigelow Dep.) at B000686, B000688,
pp. 311, 320.
275 Id.; App. 5, Ex. 16 (Clarke Dep.) at B000983-B000984, pp. 196-197.
276App. 5, Ex. 235 at B006492; App. 5, Ex. 12 (Bigelow Dep.) at B000686-B000687, B000690,
pp. 312-313, 325; App. 5, Ex. 34 (Fennessey 30(b)(6) Dep.) at B002012, pp. 195-196; App. 5,
Ex. 31 (Sutherland 30(b)(6) Dep.) at B001838, p. 216.
74
northern Minnesota’s construction conditions, or of state and local regulations, all of
which were necessary for the project.277 Not only did Kiewit have to start from
scratch, but its cost estimate for its engineering services was more expensive than
Barr’s.278
Finally, Cliffs contends that the Environmental Law Group’s departure
presented no antitrust injury since Mesabi retained different environmental legal
counsel within one week and Environmental Law Group allegedly finished its
outstanding work for Mesabi before withdrawing.279 As with Barr, Cliffs argues that
losing the firm did not negatively affect Mesabi because Mesabi quickly acquired new
legal counsel. Mesabi, however, contends that Environmental Law Group’s seven
years of institutional knowledge could not adequately be replaced.280
And third, Cliffs contends that it did not cause Mesabi to suffer an antitrust
injury in relation to the Glacier Park transaction because Mesabi lost its contract
with Glacier Park before Cliffs became involved with Glacier Park.281 Moreover, Cliffs
argues that because Mesabi was able to develop a new mine plan for its project
without the Glacier Park property, Cliffs’ conduct was not anticompetitive.282
277 D.I. 894 at 47.

App. 5, Ex. 404 (Oram Decl.) ¶ 8 at B010885; App. 5, Ex. 285 at B007127, B007130,
278
B007132, B007138; App. 5, Ex. 257 at B006643.

279 App. 4, Ex. 120 at A004707.
280 App. 5, Ex. 37 (Vuppuluri 30(b)(6) Dep.) at B002156-B002157, pp. 46, 50.
281 D.I. 837 at 38-39.
282 Id. at 37-39.
75
In response, Mesabi points to evidence showing that it suffered cost and delay
in developing a new plan. As discussed earlier, Cliffs’ acquisition reduced Mesabi’s
available iron ore reserves by 70 percent, which decreased the value of the project.283
Mesabi needed to mine around Cliffs’ newly acquired parcels, which resulted in
inefficiencies that led to increased operating costs.284 Developing a new plan not only
took several years for Mesabi to complete but was also costly.285 Mesabi contends
that Cliffs’ Glacier Park transaction also made it difficult for Mesabi to obtain
financing.286 And Mesabi further blames Cliffs’ interference (including the AMUSA
contract and the alleged meddling with contractors) for the fact that it failed to meet
the deadline to emerge from bankruptcy and assume the Glacier Park leases.287
In essence, each of Cliffs’ arguments centers on its contention that Mesabi’s
injuries might well have been caused by something other than Cliffs’ conduct. And
while a jury might ultimately reach that conclusion, Mesabi is correct in responding
that to survive summary judgment it only needs to show a genuine dispute of fact
about whether Cliffs’ conduct was a material cause of Mesabi’s injury. It need not
283App. 5, Ex. 42 (Davis Rep.) tbl. 4 at B002485; App. 5, Ex. 359 at B008763; App. 5, Ex. 37
(Vuppuluri 30(b)(6) Dep.) at B002149-B002150, B002166, pp. 20-24, 84-87.
284App. 5, Ex. 24 (Everett 30(b)(6) Dep.) at B001441, B001447, B001452, pp. 58-59, 81, 83-
84, 102-105.
285Id. at B001441, pp. 59-60; App. 5, Ex. 15 (Everett Dep.) at B000931, pp. 358-359; App. 5,
Ex. 37 (Vuppuluri 30(b)(6) Dep.) at B002182, pp. 149-150; App. 5, Ex. 321 at B007389; App.
5, Ex. 34 (Fennessey 30(b)(6) Dep.) at B001986, pp. 91-92.
286App. 5, Ex. 37 (Vuppuluri 30(b)(6) Dep.) at B002166, pp. 84-87; App. 5, Ex. 34 (Fennessey
30(b)(6) Dep.) at B001988, pp. 97-98; App. 5, Ex. 43 (Emmott Rep.) ¶¶ 180-181 at B002704;
App. 5, Ex. 42 (Davis Rep.) ¶ 55 at B002480-B002481.
287 D.I. 894 at 64.
76
prove that Cliffs’ conduct was the sole cause.288 Viewing all of Cliffs’ conduct
collectively, Mesabi has pointed to sufficient evidence to permit a reasonable jury to
conclude that Cliffs’ conduct was a material cause of Mesabi’s inability to enter the
market and thus that Mesabi has suffered antitrust injury. Cliffs’ motion for
summary judgment on this basis must therefore be denied.
3. Cliffs has failed to show that Mesabi has not suffered

damages as a result of the challenged conduct.
Once the plaintiff has proven the fact of an antitrust injury, it must then “make
a showing regarding the amount of damages.”289 And to recover damages, the plaintiff
must prove at least a “reasonable estimate” of the amount of the damages that is “not
the product of speculation or guess work.”290
Cliffs argues that even if Mesabi were able to prove both anticompetitive
conduct and antitrust injury, it is still entitled to summary judgment because Mesabi
cannot prove damages. Cliffs contends that Mesabi’s exclusive reliance on its expert,
Davis, is not enough to establish damages.291
The Court does not find it necessary, however, to rely on Davis’ conclusions in
order to resolve this motion. At the summary judgment stage, the plaintiff’s burden
to overcome summary judgment on damages is a light one. A jury is ultimately
288See Zenith Radio Corp. v. Hazeltine Rsch., Inc., 395 U.S. 100, 114 n.9 (1969) (“plaintiff
need not exhaust all possible alternative sources of injury” to prove injury); American Bearing
Co. v. Litton Indus., Inc., 729 F.2d 943, 952 (3d Cir. 1984).
289 Rossi v. Standard Roofing, Inc., 156 F.3d 452, 484 (3d Cir. 1998) (emphasis in original).
Id. (quoting In re Lower Lake Erie Iron Ore Antitrust Litig., 998 F.2d 1144, 1176 (3d Cir.
290
1993)).
291 D.I. 837 at 46-49.
77
required to quantify damages with specificity, though caselaw makes clear that a
“reasonable estimate” is sufficient so long as it is not “the product of speculation or
guess work.”292 At the summary judgment stage, a plaintiff need not demonstrate the
specific amount of its damages, so long as it shows that a reasonable factfinder could
conclude, from the evidence in the summary judgment record, that the plaintiff did
in fact sustain an injury.293 Part II.C.2 of this Memorandum Opinion canvasses the
evidence that would support a finding that Cliffs’ alleged exclusionary actions caused
Mesabi an antitrust injury. That same body of evidence is more than sufficient to
permit a conclusion that Mesabi sustained some damages. To overcome Cliffs’ motion
for summary judgment on this point, that is all that is required.
III. The motions for summary judgment on the state-law tort claims will
be granted in part and denied in part.
In addition to the antitrust claims, the parties have asserted three categories
of state law claims against one another. First, Mesabi asserts claims against Cliffs
for tortious interference with contract and tortious interference with prospective
business advantage. Second, Cliffs asserts claims against Mesabi and Chippewa for
tortious interference and the aiding and abetting thereof. And third, both parties
assert civil conspiracy claims against one another. The parties defending against
292 In re Lower Lake Erie, 998 F.2d at 1176.

293See generally Jarvis v. A&M Records, 827 F. Supp. 282, 296 (D. N.J. 1993) (denying
summary judgment on ground that defendant had not established damages because, despite
the court’s rejection of the plaintiff’s damages model, the damages still “do not amount to
nothing.”)
78
each of these claims have moved for summary judgment. Those motions will be
granted in part and denied in part, as described below.
A. Cliffs is entitled to summary judgment on Mesabi’s claim of

tortious interference with contract, but only partial summary
judgment on Mesabi’s claim of tortious interference with
business relationships.
Mesabi asserts two claims for tortious interference against Cliffs in its
complaint: tortious interference with contract and tortious interference with a
prospective business relationship. The parties agree that these claims are governed
by Minnesota law. Cliffs moves for summary judgment on these claims, arguing that
Mesabi’s claims fail for three reasons. First, Cliffs argues that it did not procure any
actual breaches of contract, which is an element of the first claim. Second, Cliffs
argues that Mesabi has no evidence to support the elements of a tortious interference
with prospective business relationships claim. And third, Cliffs contends that under
both claims, the actions that Mesabi says count as “interference” were lawful
competition.
1. The absence of evidence of an actual breach of contract is

fatal to Mesabi’s claim of tortious interference with
contract.
As a leading treatise on tort law explains, the “law of interference with contract
is … one part of a larger body of tort law aimed at protection of relationships, some
economic and some personal.”294 When this tort first emerged, the cases “laid
emphasis upon the existence of the contract, as something in the nature of a property
294 W. Page Keeton, Prosser and Keeton on Torts § 129 (5th ed. 1984).
79
interest in the plaintiff.”295 Thereafter, however, “the law has extended the principle
to interference with advantageous economic relations even where they have not been
cemented by contract.”296
Minnesota law is in accord. Under Minnesota law, to establish a claim of
tortious interference with contract, the plaintiff must establish (1) the existence of a
contract, (2) the defendant’s knowledge of the contract, (3) that the defendant
intentionally procured a breach of that contract, (4) that the defendant acted without
justification, and (5) that the plaintiff suffered damages as a result of the breach.297
Consistent with the expansion of tort law to recognize the value of business
relationships that are not memorialized in an enforceable contract, however,
Minnesota law also recognizes a claim for interfering with a business relationship.
To establish that claim, the plaintiff must show (1) the existence of a reasonable
expectation of economic advantage, (2) the defendant’s knowledge of the economic
advantage, (3) that the defendant intentionally interfered with plaintiff’s reasonable
expectation of economic advantage, and the intentional interference is either
independently tortious or in violation of a state or federal statute or regulation, (4)
that in the absence of the wrongful act of the defendant, it is reasonably probable that
295 Id.
296 Id.
297Furlev Sales & Assocs., Inc. v. N. Amer. Automotive Warehouse, Inc., 325 N.W.2d 20, 25
(Minn. 1982); A & L Labs., Inc. v. Bou-Matic, LLC, No. Civ. 02-4862, 2003 WL 21005305, at
*3 (D. Minn. Apr. 25, 2003) (citing Kallok v. Medtronic, Inc., 573 N.W.2d 356, 361 (Minn.
1998)).
80
plaintiff would have realized his economic advantage or benefit, and (5) that plaintiff
sustained damages.298
The existence of a contract therefore does make a difference. In the absence of
a contract, the plaintiff must show (as part of the third element) not only that the
defendant’s action was intentional but also that the actions were “either
independently tortious or in violation of a state or federal statute or regulation.” That
showing of a separate wrong is not required where the plaintiff’s relationship with
which the defendant interfered had been memorialized in a contract.
Where there is a contract, however, the parties here apparently disagree on
whether the defendant’s conduct must cause the counterparty to breach the contract.
As far as the record goes, while Mesabi points to contracts with which Cliffs allegedly
interfered (including the Jamar, Barr, and Environmental Law Group contracts
described above), there is no evidence suggesting that Cliffs induced a counterparty
actually to breach a contract. And the Minnesota Supreme Court, whose construction
of Minnesota state law is of course definitive, has suggested that such a breach is
required. The third element of the claim, as that court has explained it, is that a
“[defendant] intentionally procured a breach of contract.”299 Some number of federal
cases construing Minnesota law, however, have suggested otherwise, indicating that
“an explicit breach of contract is not required” and that “any act injuring or destroying
Gieseke ex rel. Diversified Water Diversion, Inc. v. IDCA, Inc., 844 N.W.2d 210, 219 (Minn.
298
2014).
299See Furlev Sales, 325 N.W.2d at 25. See also Hortonville Joint School Dist. No. 1 v.
Hortonville Educ. Ass’n, 426 U.S. 482, 488 (1976) (federal courts are “bound to accept the
interpretation of [state] law by the highest court of the State”).
81
persons or property which … makes more difficult or prevents performance, or makes
performance of a contract of less value to the promisee” will support a claim.300
Cliffs has the better of the argument on the construction of Minnesota law.
The Minnesota Supreme Court has been clear that an element of the claim is that the
defendant “procure a breach” of the contract. None of the federal cases construing
Minnesota law, on which Mesabi relies, adequately addresses those clear statements.
To the extent Minnesota law recognizes a claim for actions that make the
“performance of a contract of less value to the promisee,” it does so under the tort of
tortious interference with business relationships, which is the claim addressed
below.301 The Court will accordingly grant Cliffs’ motion for summary judgment on
Mesabi’s claim for tortious interference with contract.
300Central Specialties, Inc. v. Large, 18 F.4th 989, 998 (8th Cir. 2021) (internal quotations
and citations omitted); see also A&L Labs., 2003 WL 21005305, at *3; N. PCS Servs., LLC v.
Sprint Nextel Corp., No. 05-2744, 2007 WL 951546 (D. Minn. Mar. 27, 2007) (finding proof of
actual breach is not necessary to establish a tortious interference claim); U.S. Power, Inc. v.
Siemens Power Transmission & Distrib., L.L.C., No. 02-525, 2006 WL 1876686, at *2 (D.
Minn. July 5, 2006) (“actual breach of contract is not required for a tortious interference
claim”); Telluride Asset Mgmt. LLC, No. 04-4862, 2005 WL 1719204, at *2 (D. Minn. July 11,
2005) (“an actual breach, however, is not required for a tortious interference claim to exist.”).
301The Eighth Circuit decision in Central Specialties, for example, cited to the Minnesota
Supreme Court’s decision in Royal Realty Co. v. Levin, 69 N.W.2d 667, 671 (1955), for the
proposition that a breach of contract was not required. But that portion of Royal Realty was
describing the tort of interference with business relationships, not tortious interference with
contract). See Central Specialties, 18 F.4th at 998.
In addition, a Minnesota federal district court construed the Minnesota Supreme Court’s
requirement that the defendant “procure” a breach of contract to include an effort by the
defendant to induce a breach of contract, adopting a broad (if a bit archaic) construction of
the word “procure” to mean not only “obtain” but also to “devise” or to “plot.” See A&L Labs.,
2003 WL 5105305, at *3. Even that broader definition of “procure,” however, would make no
difference here, as Mesabi points to no evidence in the record of Cliffs seeking to induce a
counterparty to breach a contract with Mesabi.
82
2. For essentially the same reasons that Mesabi’s antitrust

claims survive summary judgment, so too do its claims
that Cliffs tortiously interfered with certain business
relationships.
As described above, Minnesota law does recognize a claim for tortious
interference with business relationships, which does not require the plaintiff to show
an actual breach of contract. Rather, to establish such a claim, a plaintiff must
demonstrate (1) the existence of a reasonable expectation of economic advantage, (2)
the defendant’s knowledge of the economic advantage, (3) that the defendant
intentionally interfered with plaintiff’s reasonable expectation of economic
advantage, and the intentional interference is either independently tortious or in
violation of a state or federal statute or regulation, (4) that in the absence of the
wrongful act of the defendant, it is reasonably probable that plaintiff would have
realized his economic advantage or benefit, and (5) that plaintiff sustained
damages.302
Element 3 – intentional interference with economic advantage that is
independently wrongful. As described above, Mesabi points to specific business
relationships, such as those with the Environmental Law Group, Barr, Jamar,
AMUSA, and Glacier Park, for which there is evidence that would permit a factfinder
to conclude that Cliffs had interfered. Because Cliffs did not induce a counterparty
to breach its contract with Mesabi, that “interference” would not be tortious in the
absence of a violation of some other statute. But for the same reasons the Court
302 Gieseke, 844 N.W.2d 210.
83
concluded that Mesabi’s antitrust claims survive summary judgment, so do its claims
for tortious interference with business relationships.
Cliffs also identifies several other entities as to which, it argues, the summary
judgment record would not support a finding of tortious interference with a business
relationship.303 As to these entities, Mesabi’s response to the tortious interference
claims points to no evidence of such interference.304 Cliffs is accordingly entitled to
partial summary judgment on the claims that it tortiously interfered with Mesabi’s
business relationships with these entities.
Element 5 – damages. Cliffs also argues that Mesabi’s tortious interference
claim fails because Mesabi cannot show proof of damages from the loss of the business
relationships. Under the fifth prong of the tortious interference claim, Mesabi “must
establish wrongful, intentional conduct that affected specific relationships.”305 There,
expectancy of future economic advantages through business relationships with
unidentified third parties and the hope that past customers may choose to buy again
303The entities in question are the State of Minnesota; Superior Mineral Resources; Amptek
Electric; A.W. Kuettel and Sons; Hammerlund Construction, Inc.; JK Mechanical
Contractors, Inc.; Lakehead Constructors, Inc.; Midrex Technologies, Inc.; Northern
Industrial Erectors, Inc.; North States Crane & Hoist; and Parsons Electric. It bears note
that as to the State of Minnesota, while Mesabi’s opposition to summary judgment [D.I. 894]
makes no mention of it in the section of the brief responding to the contention that Cliffs is
entitled to summary judgment on the claim of tortious interference, the statement of facts
does mention Cliffs’ dealings with the State of Minnesota (pp. 6, 22-23, 56). Even including
those factual statements, however, the brief does not identify a material fact that would
support a claim for tortious interference. Accordingly, the Court need not address Cliffs’
arguments that its interactions with the State of Minnesota are protected by the Noerr-
Pennington doctrine.
304 D.I. 894 at 71-75.
R&A Small Engine, Inc. v. Midwest Stihl, Inc., No. 06-877, 2006 WL 3758292, at *4 (D.
305
Minn. Dec. 20, 2006) (citation omitted).
84
is insufficient.306 General damages to the plaintiff’s reputation as a business is also
insufficient.307 And allegations of the “mere loss of unspecified business does not
suffice to establish interference with business advantage.”308
As with the antitrust claim discussed in Part II.C.3, for a plaintiff to survive
summary judgment with respect to a claim as to which damages is an element, the
summary judgment record only needs to be sufficient to permit a jury to find that the
plaintiff suffered some damages. So if the jury were otherwise to conclude, for
example, that Cliffs tortiously interfered with one or more of the contractor
relationships, it would follow as a matter of ordinary common sense that Mesabi
would have had to incur some incremental cost to replace the lost contractor. Because
such an inference may be drawn from the evidence in the summary judgment record,
Cliffs’ motion for summary judgment on this point will be denied. Once a showing of
some injury is made, the precise quantification of damages is then left to the jury to
decide. Such precise quantification is not necessary to overcome summary judgment.
That said, it bears note that the evidence to which Mesabi points with respect
to the damages it suffered as a result of the alleged tortious interference is quite
general. For example, Mesabi argues in opposition to Cliffs’ motion that the tortious
interference with certain relationships was “an integral part of its overall scheme to
monopolize,” and points to the Davis report as providing evidence of the damages.
306 Gieseke, 844 N.W.2d at 221-222 (citations omitted).

307 Id.
308 R&A Small Engine, 2006 WL 3758292, at *4 (internal quotations and citations omitted).
85
The methodology used by Davis, however (even if the district court determines that
the report is a sufficient “fit” for the evidence on the antitrust claim) does not purport
to focus on the injury caused by the alleged tortious interference. Accordingly, while
the record is sufficient to permit a conclusion that Mesabi suffered some damages as
a result of the alleged tortious interference with business relationships,
quantification of those damages will require more specific evidence of those damages.
Lawful competition defense. Cliffs’ final argument on this claim is that none of
the actions in question can amount to tortious interference with business
relationships because they all protected under the doctrine of lawful competition.
Under this doctrine, “a competitor who intentionally causes a third person not to
enter into a prospective contractual relation with the defendant’s competitor does not
tortiously interfere (i) if the relation concerns a matter involved in the competition,
(ii) the defendant ‘does not employ wrongful means’ or unlawfully restrain trade, and
(iii) ‘his purpose is at least in part to advance his interest in competing with the
other.’”309 That principle, however, cannot assist Cliffs on the claim for tortious
interference with business relationships, since the third element of the claim in any
event requires Mesabi to establish that Cliffs had otherwise engaged in wrongful
conduct. Accordingly, the defense of lawful competition will necessarily be
unavailable in any circumstance in which Mesabi is able to establish such a claim.
309Eller v. Nat’l Football League Players Ass’n, 731 F.3d 752, 759 (8th Cir. 2013) (emphasis
in original) (citing United Wild Rice, 313 N.W.2d at 633).
86
* * *
It may well turn out that this claim for tortious interference with business
relationships is wholly academic. In view of the Court’s entry of summary judgment
on Mesabi’s claim of tortious interference with contract, and that fact that prevailing
on its antitrust claim is a necessary element of Mesabi’s claim for tortious
interference with business relationships, the tort claim may turn out to be a
redundancy. If the antitrust claims fail at trial, so too must the tort claim. And if
the antitrust claims succeed, the tort claim provides no liability for actions for which
Cliffs would not already be liable on the antitrust claims. That said, while it may
turn out to be of little or no practical consequence, for the reasons described above,
the Court will deny Cliffs’ motion for summary judgment on Mesabi’s claim for
tortious interference with business relationships with respect to those entities for
which Mesabi has identified evidence of interference. The Court will grant the motion
with respect to those entities with respect to which Mesabi has not identified such
evidence.
B. Mesabi and Chippewa are entitled to summary judgment on

Cliffs’ counterclaims for tortious interference and aiding and
abetting tortious interference with business relationships.
Cliffs asserts a counterclaim against Mesabi and Chippewa that, in some ways,
mirrors the claim that Mesabi has brought against it. Mesabi argues that Cliffs
tortiously interfered with its relationship with Glacier Park when Cliffs acquired the
Glacier Park leases. In this count, Cliffs contends that Mesabi and Chippewa
interfered with its relationship with Superior when Mesabi acquired the Superior
leases.
87
The broader context for this dispute is also further described above as part of
the case’s procedural history. Before the bankruptcy filing, Mesabi (then known as
Essar Steel Minnesota LLC) leased mineral rights from Glacier Park. Some of the
rights leased from Glacier Park were on property in which Glacier Park held a 50
percent interest, the other 50 percent interest being held by another company,
Superior.310 In addition to its lease with Glacier Park, Mesabi held a lease to
Superior’s interest in the mineral rights.311
During the bankruptcy case, Mesabi reached an agreement with both Glacier
Park and Superior that would have entitled it to assume those leases had its plan of
reorganization become effective by October 31, 2017.312 If not, the leases would be
deemed rejected. When the deadline passed without the plan becoming effective,
Cliffs acquired the Glacier Park leases. Mesabi responded to that action by, among
other things, amending its complaint to accuse Glacier Park of violating the antitrust
laws by leasing its land to Cliffs.
While Cliffs also expressed an interest in acquiring Superior’s rights, Superior
ultimately entered into an agreement with Mesabi under which Mesabi would obtain
the Superior leases.313 Cliffs’ counterclaim alleges that Mesabi and Chippewa
tortiously interfered with its business relationships by blocking its efforts to acquire
Superior Mineral Resources, LLC is referred to as “Superior.” See App. 7, Ex. 1 (Dunsmoor
310
Dep.) at A000044, p. 171.

311 Id. at p. 172.
312 App. 4, Ex. 46 at A000522.
313 App. 7, Ex. 35 at A002127-A002130; App. 7, Ex. 39 at A002157; App. 7, Ex. 33 at A002119.
88
the Superior leases. Specifically, Cliffs says that Mesabi threatened Superior with
frivolous litigation in order to chill Superior’s interest in negotiating with Cliffs.314
Mesabi contends that Cliffs’ tortious interference claim fails for four reasons:
(1) that Cliffs never had a reasonable expectation of entering into an agreement with
Superior; (2) that Mesabi never threatened Superior with any litigation, let alone
frivolous litigation, as it would have been required to do in order for its conduct to be
tortious; (3) that at the time Mesabi amended its complaint to assert claims against
Glacier Park, it had no knowledge of Cliffs’ interest in the Superior leases;
and (4) that the reason Superior declined Cliffs’ offer in favor of Mesabi’s was that
Mesabi’s offer was better. The Court is persuaded that Mesabi is entitled to summary
judgment based on its second argument. Nothing in the record would permit a
reasonable finder of fact to conclude that Mesabi threatened Superior with frivolous
litigation. The Court accordingly need not address the other arguments that Mesabi
contends support the entry of summary judgment.
The elements of a claim for tortious interference with a business relationship
are set forth in Part III.A.2 of this Memorandum Opinion. A plaintiff is required to
establish (1) the existence of a reasonable expectation of economic advantage, (2) the
defendant’s knowledge of the economic advantage, (3) that the defendant
intentionally interfered with plaintiff’s reasonable expectation of economic
advantage, and the intentional interference is either independently tortious or in
violation of a state or federal statute or regulation, (4) that in the absence of the
314 D.I. 34.
89
wrongful act of the defendant, it is reasonably probable that plaintiff would have
realized his economic advantage or benefit, and (5) that plaintiff sustained
damages.315
Mesabi’s second argument relates to the third element of the defense. Mesabi
asserts that even if Cliffs had a reasonable expectation of reaching an agreement with
Superior and even if Mesabi was aware of that expectation, no reasonable juror could
find, based on the evidence in the summary judgment record, that any of Mesabi’s
actions interfered with Cliffs’ expectation.316 Cliffs contends that the evidence would
support the conclusion that, between the fact that Mesabi brought suit against
Glacier Park, and statements Mesabi allegedly made to Superior, Mesabi effectively
threatened Superior with frivolous litigation in order to scare it away from engaging
in negotiations with Cliffs.317 The record evidence, however, would not support such
a conclusion.
To be sure, to overcome summary judgment, Cliffs is not required to come
forward with conclusive proof of a threat. Circumstantial evidence that would permit
a reasonable jury to conclude that a threat was made would suffice to overcome
summary judgment.318 But even assuming that the record would support the
315 Gieseke, 844 N.W.2d 210.

316App. 7, Ex. 4 (Snyder 30(b)(6) Dep.) at A000167, A000168, pp. 131, 135-136; App. 7, Ex.
36 at A002140; App. 7, Ex. 34 at A002122-A002124.
App. 8, Ex. 1 (Dunsmoor Dep.) at B000009-B000011, pp. 174-176; App. 8, Ex. 38 at
317
B000794; App. 8, Ex. 43 at B000828; App. 8, Ex. 47 at B000846.

Petruzzi’s IGA Supermarkets, Inc. v. Darling-Delaware Co., 998 F.2d 1224, 1230 (3d Cir.
318
1993).
90
contention that Mesabi threatened litigation, it does not support the contention that
the threatened litigation was sufficiently frivolous to fall outside the protection of the
Noerr-Pennington doctrine.
A very similar issue arose earlier in this litigation. Recall that when Glacier
Park first agreed to lease its land to Cliffs, Mesabi responded by amending the
complaint in this action to assert claims against Glacier Park. Glacier Park, in turn,
counterclaimed against Mesabi, alleging that Mesabi’s lawsuit tortiously interfered
with its contractual arrangement with Cliffs. Judge Shannon granted summary
judgment in favor of Glacier Park. He explained that the Noerr-Pennington doctrine,
which was originally intended to shield activity protected by the First Amendment
from giving rise to antitrust liability, “has been extended to protect a plaintiff from
liability for tortious interference for filing a lawsuit.”319 And while the doctrine is
subject to an exception for “sham litigation,” he noted that the “sham exception is
narrow, and the ... party attempting to invoke the exception bears a heavy burden of
demonstrating that the [activities are] objectively meritless.”320 There, Judge
Shannon found that Mesabi’s claims against Glacier Park were not so objectively
meritless that they fell within the sham litigation exception to the protections
provided by the Noerr-Pennington doctrine.
The same is true here. In this circumstance, the implicit threat of litigation
was the possibility that, even after the passage of the October 31, 2017 deadline for
319 D.I. 148.

320 Id. (internal quotation and citation omitted).
91
Mesabi’s plan to go effective, Mesabi might take the position that it could
nevertheless assume the Superior leases. Mesabi, of course, took that position as to
Glacier Park and lost. Cliffs’ argument is that Mesabi’s threat that it would take the
same position with respect to Superior may have caused Superior to shy away from
negotiating with Cliffs.
Even if Mesabi made such a threat to Superior (and to be clear, Superior denies
that it was threatened, and the evidence that such a threat was made is, at best,
rather thin), the assertion of such a claim would not be so frivolous that it would fall
within the sham litigation exception to Noerr-Pennington. It is true that when
Mesabi advanced that argument against Glacier Park, Judge Shannon rejected it.
But the fact that a party loses does not mean that its pursuit of the claim was a sham.
Mesabi’s position in the dispute with Glacier Park was that even though the leases
had been rejected, they nevertheless retained the right later to assume them. As
Judge Shannon described it:
Mesabi’s argument runs as follows: the Settlement Agreement gave

Mesabi an absolute right to assume the Leases if its Plan became
effective on or before October 31, 2017. That did not happen, so the
Leases were rejected – but not terminated – on November 1, 2017, and
[Glacier Park] never took any steps thereafter to terminate the Leases.
Thus, when the Plan went effective on December 22, 2017, the
Settlement Agreement provided that the rejected Leases were assumed
and further provided that all pre-assumption defaults were waived.
Mesabi reasons that missing the October 31 deadline was merely a
waivable pre-assumption default.
Separately, Mesabi contends that, even if the Court does not accept its
construction of the Settlement Agreement, it should still prevail because
the alternative would result in forfeiture of the Leases by the
reorganized debtor, and forfeiture is strongly disfavored under
governing Minnesota law. Finally, Mesabi places substantial weight on
the fact that this Court’s order approving the Settlement Agreement –
92
entered in August 2017 – stated that the Leases ‘‘are assumed as of the
Effective Date of the Plan.’’ It is Mesabi’s position that this Order
governs and provides that the Leases were assumed, irrespective of
when the effective date happened, so long as the Plan ultimately became
effective.321
Judge Shannon rejected this argument, concluding that the construction of the
settlement agreement advanced by Cliffs and Glacier Park – that if the plan was not
effective by the October 31, 2017 deadline, Glacier Park was free to lease the property
to whomever it liked – was the better one. But that means that Mesabi lost, not that
its position was so lacking in merit that even taking the position was no more than a
sham. Accordingly, the Court concludes that even if Mesabi had threatened Superior
that it would take the same position against it, such statements would be protected
by the Noerr-Pennington doctrine and could not give rise to liability for tortious
interference with business relationships.
Because that is a sufficient basis to deny Cliffs’ motion for summary judgment,
the Court need not address Mesabi’s other arguments for summary judgment on
Cliffs’ counterclaim. In conclusion, Mesabi and Chippewa are entitled to summary
judgment on Cliffs’ tortious interreference claim. And because the underlying claim
for tortious interference fails, Chippewa is entitled to summary judgment on Cliffs’
claim that it aided and abetted such tortious interference.
321 590 B.R. at 114 (emphasis in original).
93
C. The Court grants both parties’ motions for summary judgment

on civil conspiracy because those claims fail as a matter of law.
Both parties brought civil conspiracy claims against each other. A conspiracy
claim requires a combination of two or more people to commit an unlawful act or a
lawful act by unlawful means.322 Here, both claims fail as a matter of law because
controlling case law holds that a corporate entity cannot conspire with itself.323 Cases
applying Minnesota law have extended that principle to provide that a parent
companies and its subsidiaries may not conspire with one another.324
Mesabi argues that Cliffs conspired with Cliffs Minnesota to interfere
tortiously with Mesabi’s contractual rights and business relationships and violate
antitrust laws. As addressed above, this claim fails as a matter of law because a
parent corporation cannot conspire with its subsidiary.325
Cliffs argues that Mesabi conspired with Chippewa to interfere tortiously with
Cliffs’ attempt to purchase Superior’s properties by using Mesabi’s (allegedly
threatened) Glacier Park lawsuit to coerce Superior into transacting with Mesabi
over Cliffs. As to Cliffs’ conspiracy claim against Mesabi, it argues that Chippewa
did not become the owner of Mesabi until after Mesabi emerged from bankruptcy on
See Nystrom & Assocs. v. Ellie Family Servs., No. 27-CV-22-10954, 2023 Minn. Dist.
322
LEXIS 3353, at *10 (Minn. Dist. Ct. Jan. 27, 2023) (citing Harding v. Ohio Cas. Ins. Co., 41
N.W.2d 818, 824 (Minn. 1950)).
323See Copperweld v. Independence Tube Corp., 467 U.S. 752 (1984); Howard v. Minn.
Timberwolves Basketball Ltd. P’ship, 636 N.W. 2d 551, 557 (Minn. Ct. App. 2001).
324See St. Jude Med., S.C., Inc. v. Biosense Webster, Inc., 994 F. Supp. 2d 1033, 1052 (D.
Minn. 2014) (citing Palm Beach Polo, Inc. v. Dickinson Fin. Corp., 221 F.3d 1343 (8th Cir.
2000)). See also Fogie v. Thorn Americas, Inc., 190 F.3d 889, 899 (8th Cir. 1999).
325 Id.
94
December 22, 2017, meaning that Chippewa was not afforded the protection of a
parent corporation for acts that took place before that date.326 That dispute, however,
need not be resolved, as the conspiracy claim against Mesabi and Chippewa would
fail in any event because the underlying tort claim also failed. Because the Court is
granting summary judgment to Mesabi and Chippewa on the claim that they
tortiously interfered, they are similarly entitled to summary judgment on the claim
that they conspired to engage in such tortious interference. Accordingly, the Court
will grant both parties’ summary judgment motions on the conspiracy claims.
Conclusion
For the foregoing reasons, the motions will be granted in part and denied in
part. The parties are directed to settle an appropriate order.
Dated: August 27, 2024

CRAIG T. GOLDBLATT
UNITED STATES BANKRUPTCY JUDGE
326 Main Case D.I. 990.
95
APPENDIX A
Appendix 1 Mesabi’s Appendix to its Summary Judgment Motion on

Mesabi’s Claims
Appendix 2 Cliffs’ Appendix to its Opposition to Mesabi’s Summary
Judgment on Mesabi’s Claims
Appendix 3 Mesabi’s Appendix to its Reply in Support of Summary
Judgment on Mesabi’s Claims
Appendix 4 Cliffs’ Appendix to its Summary Judgment Motion on Mesabi’s
Claims
Appendix 5 Mesabi’s Appendix to its Opposition to Cliffs’ Summary
Judgment Motion on Mesabi’s Claims
Appendix 6 Cliffs’ Appendix to its Reply in Support of Summary Judgment
on Mesabi’s Claims
Appendix 7 Mesabi’s Appendix to its Summary Judgment Motion on Cliffs’
Counterclaims
Appendix 8 Cliffs’ Appendix to its Opposition to Mesabi’s Summary
Judgment Motion on Cliffs’ Counterclaims
Appendix 9 Mesabi’s Appendix to its Reply in Support of Summary
Judgment on Cliffs’ Counterclaims
1
Exhibit Appendix
D.I. No. Volume
No. Pages
Mesabi’s Appendix to its Summary Judgment Motion on Mesabi’s Claims
(Appendix 1)
A000001-
838-02 1-14 Volume 1
A000928
A000929 -
838-03 15-16 Volume 2
A001187
A001188 -
838-04 17-19 Volume 3
A001362
A001363 -
838-05 20-35 Volume 4
A001625
A001626 -
838-06 36-46 Volume 5
A001861
A001862 -
838-07 47-59 Volume 6
A002091
A002092 -
838-08 60-61 Volume 7
A002110
A002111 -
838-09 62 Volume 8
A002390
A002391 -
841 63-68 Volume 9
A003031
A003032 -
838-10 69-76 Volume 10
A003672
A003673 -
838-11 77-87 Volume 11
A004132
A004133 -
838-12 88 Volume 12
A004164
A004165 -
838-13 89-99 Volume 13
A006680
Cliffs’ Appendix to its Opposition to Mesabi’s Summary Judgment on
Mesabi’s Claims (Appendix 2)
B0001-
892 1-111 Volume 1
B5616
Mesabi’s Appendix to its Reply in Support of its Summary Judgment
Motion on Mesabi’s Claims (Appendix 3)
C000001 -
957 1-5 Volume 1
C000025
2
Exhibit Appendix
D.I. No. Volume
No. Pages
Cliffs’ Appendix to its Summary Judgment Motion on Mesabi’s Claims
(Appendix 4)
A000001 -
842 1-72 Volume 1
A002398
A002399 -
843 73-96 Volume 2
A004373
A004374 -
844 97-161 Volume 3
A005782
A005783 -
845 162-184 Volume 4
A009140
Mesabi’s Appendix to its Opposition to Cliffs’ Summary Judgment
B000001-
896 1-41 Volume 1
B002447
B002448 -
897 42-43 Volume 2
B002725
B002448 -
898 44-45 Volume 3
B002725
B002930 -
899 46-51 Volume 4
B003324
B003325 -
900 52-68 Volume 5
B004069
B004070 -
901 69-72 Volume 6
B004728
B004729 -
902 Volume 7
B004813
B004814 -
903 73 Volume 8
B004902
B004903 -
904 Volume 9
B004980
B004981 -
905 74-97 Volume 10
B005314
B005315 -
906 98-129 Volume 11
B005566
B005567 -
907 130-153 Volume 12
B005883
B005884 -
908 154-183 Volume 13
B006129
B006130 -
909 184-209 Volume 14
B006400
B006401 -
910 210-249 Volume 15
B006615
3
Exhibit Appendix
D.I. No. Volume
No. Pages
B006616 -
911 250-264 Volume 16
B006920
B006921 -
912 265-291 Volume 17
B007188
B007189 -
913 292-326 Volume 18
B007418
B007419 -
914 327-343 Volume 19
B007661
B007662 -
915 344-351 Volume 20
B008679
B008680 -
916 352-359 Volume 21
B009030
B009031 -
917 360-362 Volume 22
B009175
B009176 -
918 363-377 Volume 23
B009671
B009672 -
919 378-381 Volume 24
B009745
B009746 -
920 382-390 Volume 25
B009802
B009803 -
921 391-397 Volume 26
B010348
B010349 -
922 398 Volume 27
B010760
B010761 -
923 399-409 Volume 28
B010913
B010914 -
924 410-413 Volume 29
B010929
B010930 -
925 414-418 Volume 30
B011787
B011788 –
926 Volume 31a
B011809
B011810-
927 419 Volume 31b
B011865
B011866-
928 Volume 32
B011960
B011961 -
929 420 Volume 33
B012303
B012304 -
930 421 Volume 34
B012761
B012762 -
931 422-435 Volume 35
B013194
4
Exhibit Appendix
D.I. No. Volume
No. Pages
Cliffs’ Appendix to its Reply in Support of its Summary Judgment
C001 -
954 1-5 Volume 1
C119
Mesabi’s Appendix to its Summary Judgment Motion on Cliffs’
Counterclaims (Appendix 7)
A000001 -
834-2 1-10 Volume 1
A000737
A000738 -
834-3 11 Volume 2
A001106
A001107 -
834-4 12-14 Volume 3
A001735
A001736 -
834-5 15-31 Volume 4
A002102
A002103 -
834-6 32-44 Volume 5
A002287
A002288 -
834-7 45-46 Volume 6
A002575
A002576 -
834-8 47-66 Volume 7
A003146
A003147 -
834-9 67-74 Volume 8
A005222
Cliffs’ Appendix to its Opposition to Mesabi’s Summary Judgment
Motion on Cliffs’ Counterclaims (Appendix 8)
B000001 -
889 1-65 Volume 1
B001205
Mesabi’s Appendix to its Reply in Support of Its Summary Judgment
Motion on Cliffs’ Counterclaims (Appendix 9)
C000001 -
955-1 1-6 Volume 1
C000154

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Case 17-51210-CTG Doc 1074 Filed 09/04/24 Page 1 of 104

IN THE UNITED STATES BANKRUPTCY COURT

ESSAR STEEL MINNESOTA LLC Case No. 16-11626 (CTG)

MESABI METALLICS COMPANY

CLEVELAND-CLIFFS INC., et al.,

CLEVELAND-CLIFFS INC., et al.,

MESABI METALLICS COMPANY

CLEVELAND-CLIFFS INC., et al.,

CHIPPEWA CAPITAL PARTNERS,

I. Each of the motions in limine will be denied ................................................... 19

A. The motion to exclude Emmott’s testimony will be denied .................. 23

B. The motion to exclude Zona’s testimony will be denied as moot .......... 24

C. The motion to exclude Davis’ testimony will be denied as moot .......... 24

A. Mesabi is entitled to partial summary judgment on its claim that

1. Blast furnace pellets are the relevant product market .............. 28

2. The Great Lakes region is the relevant geographic market ...... 36

B. Mesabi is entitled to summary judgment on its claim that

C. Cliffs is not entitled to summary judgment on the claim that it did

1. Cliffs has failed to establish that its conduct, viewed

3. Cliffs has failed to show that Mesabi has not suffered

A. Cliffs is entitled to summary judgment on Mesabi’s claim of

1. The absence of evidence of an actual breach of contract is

2. For essentially the same reasons that Mesabi’s antitrust

B. Mesabi and Chippewa are entitled to summary judgment on

C. The Court grants both parties’ motions for summary judgment on

Cleveland-Cliffs is a leading manufacturer of iron ore pellets, which are used

emerged from bankruptcy in December 2017, whereupon it became known as

1Defendant Cleveland-Cliffs, Inc., along with is subsidiary, Cleveland-Cliffs Minnesota Land

Mesabi’s claims and a motion by Mesabi for summary judgment on Cliffs’

no antitrust injury, and that Mesabi suffered no damages (Part II.C).

whom this baton will be passed.

Background”) a general overview of this case, describing, at a fairly high level of

claims and counterclaims.

Factual and Procedural Background

in the western Mesabi range in northern Minnesota.5 Despite having raised

approximately $1 billion, the debtors entered bankruptcy without an operational

millions of dollars in additional capital in order to complete the project.

respectively. The adversary proceeding brought against the company’s former

confirmed plan of reorganization, subsequently acquired Chippewa, and is therefore

again the owner of Mesabi.9

or provide adequate assurance of its future performance of its lease obligations, as

§ 365 of the Bankruptcy Code requires as a condition to assumption. That dispute

agreement also obligated Mesabi to reach certain production thresholds.

Essar Steel was unable to consummate the transactions contemplated by the

plan of reorganization by the October 31, 2017 deadline. On December 9, 2017,

of reorganization ultimately became effective on December 22, 2017.12

agreed production thresholds) and tortious interference.14 Cliffs also counterclaimed

against Mesabi for tortious interference and civil conspiracy.15

deemed prudent.”16 Judge Shannon concluded that Mesabi’s failure to go effective on

was then free to lease those properties to Cliffs.17

Noer-Pennington doctrine.18 The Court denied, however, Mesabi’s motion to dismiss

required production thresholds.19

The Court granted partial summary judgment to Glacier Park on certain

Park settled and dismissed their remaining claims and counterclaims.21

(Cliffs) without necessarily providing any benefit to another (Mesabi) counseled

against the exercise of the Court’s equitable authority.24

potential anomaly of permitting Mesabi to invoke the public right of access to

24 May 23, 2023 Hr’g Tr. at 179-188; D.I. 741.

argument for September 24, 2024.28

This Court heard argument on the parties’ summary judgment motions on