Distribution & Dealer Termination Antitrust Lawyers | RPM, MAP & Robinson-Patman

Bona Law is one of the few antitrust boutiques anywhere with a practice built around distribution relationships — and the only one whose attorneys wrote the reference work on it. Steve Cernak, who spent more than twenty years as antitrust counsel at General Motors — a company whose car business runs on franchised dealer networks and whose parts business runs through those same dealers, other distributors, and various retailers — is the author of the annually updated LexisNexis treatise Antitrust in Distribution and Franchising. Jarod Bona, our founder, wrote the Refusals to Deal chapter of the ABA’s Antitrust Law and Economics of Product Distribution. With more than 15 antitrust attorneys, we bring a deeper bench to these disputes than most people expect from a boutique.

We work on these matters every day because nearly every product that reaches a customer travels through a set of relationships — manufacturer to distributor, distributor to dealer, brand to retailer, seller to platform — and almost every one of those relationships is governed, somewhere, by antitrust law. How you price, whom you sell through, whom you refuse, and how you respond when a partner discounts, diverts, or defects: these are the questions that decide both your margins and your legal risk.

And we work on every side of them. We design and defend pricing and distribution programs for manufacturers and brands — resale-price policies, minimum-advertised-price (MAP) programs, authorized-dealer structures, exclusive territories. And we represent the dealers, distributors, and resellers those programs squeeze out — companies terminated for discounting, cut off from must-have product lines, or targeted by brand-enforcement campaigns. Because we know how these disputes look from both chairs, we see the weaknesses in a policy before a plaintiff does, and the leverage in a termination before a manufacturer expects it.

Representative experience

Zulily LLC v. Amazon.com — representing Zulily in federal antitrust litigation alleging Amazon used anti-discounting practices and anticompetitive agreements to suppress retail price competition. The core claims survived Amazon’s motion to dismiss in December 2024.
Distributorship-termination litigation against USANA Health Sciences — represented one of the company’s most successful distributorships in litigation over a termination the complaint alleges was pretextual, asserting contract and good-faith-and-fair-dealing claims.
Chase Manufacturing v. Johns Manville — represented a market entrant against a dominant supplier that threatened customers who bought from it; secured a published Tenth Circuit reversal of summary judgment, reinstating the Sherman Act Section 2 monopolization claim for trial.
Manufacturer–distributor dispute counseling — advised a nutritional-supplement manufacturer on potential claims against a former distributor involving unauthorized sales, pricing misrepresentations, and related brand-harm issues — evaluating contract, false-advertising, unfair-competition, and trademark theories.
MAP and pricing-policy counseling — designing, auditing, and enforcing minimum-advertised-price programs and distribution policies for manufacturers and retailers across consumer products, automotive, and health-and-wellness industries — including recent 2026 engagements arising from pricing-policy disputes.
Amazon marketplace counseling — advising brands and sellers on marketplace pricing-policy enforcement, MAP and distribution policies, and the strategic interplay between brand protection and antitrust risk.
Gray-market and unauthorized-resale defense — defended resellers against Lanham Act claims alleging unlawful resale of branded products across multiple federal forums.
Regulatory advocacy — submitted an FTC comment on behalf of a leading online contact-lens retailer on competition and consumer choice in contact-lens distribution.

Our Distribution, Dealer Termination & Pricing Team

Steve Cernak (Partner, Detroit) — Author of the annually updated LexisNexis treatise Antitrust in Distribution and Franchising; former Chair of the ABA Antitrust Law Section; spent more than 20 years as in-house antitrust counsel at General Motors, where pricing programs, dealer relations, and distribution restraints were his daily work; has counseled on and defended MAP and pricing programs for decades; writes the blog’s Robinson-Patman series.
Jarod M. Bona (Founder, CEO, and Partner, San Diego) — Author of the Refusals to Deal chapter of the ABA’s Antitrust Law and Economics of Product Distribution; founded The Antitrust Attorney Blog and authored its widely read explainers on MAP policies, the Colgate doctrine, and resale price maintenance; has counseled companies at every point in the supply chain on distribution and pricing issues; big-firm antitrust background at Gibson Dunn and DLA Piper.
Luis Blanquez (Partner, San Diego) — Former Vice Chair of the ABA Antitrust Section’s Distribution and Franchising Committee; 15 years of European competition-law experience, from the EU’s vertical agreements rules to selective distribution after Coty and Europe’s stricter treatment of RPM; recipient of a Mondaq Spring 2026 Thought Leadership Award.
Luke Hasskamp (Partner, San Diego) — Argued the Tenth Circuit appeal in Chase Manufacturing v. Johns Manville, reviving the Section 2 monopolization claim against a near-monopolist supplier that threatened customers for buying from a challenger; litigates supplier-cutoff, monopsony, and exclusionary-conduct disputes; writes on the antitrust limits of pricing and bundling and on when rigged ‘independent’ reviews become actionable false advertising; clerked for three federal judges.
Aaron Gott (Partner and COO, Minneapolis) — Counsels manufacturers and distributors on pricing restraints and distribution relationships; wrote on DOJ’s Bayer loyalty-program investigation and dealer-incentive structures; Chair of the Minnesota State Bar Association’s Antitrust Law Section Council for 2026–27.
Kristen Harris (Of Counsel, San Diego) — Author of the firm’s explainer on the Colgate doctrine and resale-price-maintenance agreements; counsels clients on competition and vertical-restraints issues; recently served as Counsel to the Chair of the ABA Antitrust Law Section.

Why Bona Law

We wrote the book. Steve Cernak’s Antitrust in Distribution and Franchising (LexisNexis) is updated annually; Jarod Bona authored the ABA’s product-distribution treatise chapter on refusals to deal; and The Antitrust Attorney Blog has covered these doctrines for more than a decade.
Both sides of the relationship. The big brand-enforcement practices act only for manufacturers; the dealer-side firms never see how policies are built. We do both, so we anticipate the other side’s playbook.
A real bench. With more than 15 antitrust attorneys, the potential team for every matter is the entire firm — including lawyers who practiced these issues in-house at a global manufacturer, and an appellate practice for the issues these cases push upstairs.
Counsel to counsel. Law firms without antitrust practice groups bring us in as antitrust co-counsel for distribution disputes and pricing-policy questions.

For manufacturers and brands

A pricing or distribution program fails in one of two ways: it leaks (discounters and unauthorized sellers erode your brand and your authorized channel), or it overreaches (an “agreement” on resale prices where you meant a unilateral policy, a termination that hands the dealer a claim). We help you build programs that do neither:

MAP and Unilateral Minimum Pricing policy design, auditing, and enforcement — structured as genuinely unilateral policies under the Colgate doctrine, tested against the state laws that don’t follow federal rules.
Resale-price and pricing-restraint counseling — RPM agreements after Leegin, where the federal rule of reason meets per se treatment under California’s Cartwright Act and Maryland’s statute.
Distribution-structure counseling — exclusive territories, dual distribution, selective distribution, authorized-dealer and internet-sales policies, and the restraints you can add without new antitrust risk.
Dealer and distributor terminations — executing them cleanly: documenting legitimate reasons, sequencing communications, and steering clear of the refusal-to-deal, boycott, and state dealer-statute traps — including pricing problems like dealer price gouging that tempt manufacturers into overcorrecting.
Robinson-Patman compliance — auditing discount, rebate, and promotional-allowance structures as price-discrimination enforcement returns.
Loyalty, rebate, and bundling programs — loyalty programs that become antitrust problems and bundled discounts under the discount-attribution test.
Algorithmic pricing and automated MAP monitoring — where enforcers are focused on pricing algorithms and the case law is developing fast, repricing tools and monitoring software raise questions your policy has to answer in advance.
Marketplace and platform strategy — MAP and distribution policies for brands selling on Amazon and other marketplaces, and the strategic interplay between brand protection and antitrust risk.

For dealers, distributors, and resellers

If a manufacturer has terminated your distributorship, cut off your supply, or targeted you for discounting, you may have more leverage than you think — here are ten ways to tell whether you have an antitrust claim. The claims are rarely just antitrust: they usually combine contract, good-faith-and-fair-dealing, dealer-protection statutes, and business-tort theories with antitrust where the facts support it. We evaluate all of them, tell you candidly which are real, and litigate the ones that are:

Termination and non-renewal disputes — including terminations that follow your refusal to join a pricing scheme, or that pretext away the real reason. See our distributorship-termination litigation against USANA.
Supply cutoffs and refusals to deal — when a supplier stops dealing with you, and when that refusal crosses the antitrust line.
Group boycotts — when a manufacturer and your competitors act together to exclude you from a product line, association, or platform — including hub-and-spoke conspiracies organized through a common supplier or retailer.
Price-discrimination claims — when a supplier gives your bigger rival prices or promotional support it denies you.
Brand-enforcement defense — for resellers and marketplace sellers accused of unauthorized sales, including first-sale doctrine defenses to trademark-based enforcement campaigns.
Platform pricing disputes — sellers penalized by marketplace pricing controls; see our work in Zulily v. Amazon challenging Amazon’s anti-discounting practices.
Proving what it cost you — establishing antitrust injury and estimating damages in business-to-business antitrust cases.

The doctrines we live in

Vertical restraints occupy the least intuitive corner of antitrust: nearly everything is judged under the rule of reason federally, yet resale price maintenance remains per se illegal in important states, tying keeps a modified per se rule, exclusive dealing usually turns on foreclosure percentages, bundled discounts get the discount-attribution test, and MFN clauses, negative tying, and monopsony buyer power raise questions most business lawyers never see. Our attorneys have written the reference materials others rely on — start with our vertical restraints overview or the glossary of key antitrust terms — and we litigate these doctrines, not just chart them. When distribution conduct shades into single-firm dominance, our Monopolization and Exclusionary Conduct practice picks up the Section 2 theories; when pricing conduct becomes a cartel question, our Antitrust Litigation team takes it from there; when an enforcer is asking the questions, our Antitrust Investigations practice responds; and when a termination fight is contract and tort all the way down, our Complex Commercial Litigation practice runs it.

Fees

Counseling in this area lends itself to predictability, so we offer fixed-fee MAP and distribution-policy reviews — a defined-scope audit of your pricing policy, enforcement practices, and distribution agreements with concrete recommendations — alongside ordinary hourly arrangements. For dealers and distributors with strong affirmative claims, we will consider contingency or hybrid arrangements for the right case, and the antitrust laws award attorneys’ fees to prevailing plaintiffs.

Industry experience

Distribution disputes are industry-specific, and we bring industry background to them: agriculture and food (pricing programs, slotting, dealer-incentive structures), construction and building materials (dealer terminations and margin squeezes amid consolidation), energy and commodities, healthcare and medical devices (distribution and anti-steering provisions), software and technology (marketplace pricing controls and platform disputes), telecommunications and platforms (app-store and platform ecosystems), blockchain and digital assets, real estate, and international and cross-border distribution — where U.S. rules on RPM, MAP, and dual distribution diverge sharply from European law.

Frequently asked questions

Is a minimum advertised price (MAP) policy legal?

Generally yes, if it is properly designed and administered. A true MAP policy restricts advertised prices, not resale prices, and operates unilaterally rather than by agreement. But the details decide the risk: policies that effectively control resale prices, that are enforced through agreements, or that operate in states hostile to vertical price restraints can create serious exposure. Our MAP analysis explains the framework.

Is resale price maintenance illegal?

Under federal law, RPM agreements are judged under the rule of reason after Leegin. But California courts still treat vertical price-fixing harshly under the Cartwright Act, Maryland makes it per se illegal by statute, and other states vary — so national programs must be designed against the strictest state, not the federal baseline. And RPM that facilitates a horizontal conspiracy among competitors is a different, far more dangerous animal.

Can a manufacturer terminate a dealer or distributor for discounting?

Often yes — a genuinely unilateral policy announced in advance can lawfully be enforced by termination under the Colgate doctrine. But the answer changes if the termination implements an agreement with your competitors, follows a coerced pricing commitment, violates a dealer-protection statute, or breaches the distribution contract. Which side of those lines a termination falls on is usually the whole case.

My distribution agreement was terminated. Do I have a claim?

Possibly — and often not only the claim you expect. Terminated dealers may have contract and good-faith claims, state dealer-statute claims, business-tort claims, and antitrust claims where the termination furthers a pricing scheme or group boycott. We evaluate all of them together and tell you candidly which are worth pursuing.

What is the Robinson-Patman Act, and does anyone still enforce it?

It prohibits certain price discrimination between competing resellers of the same goods. After decades of dormancy, the FTC revived it in 2024 — and although federal enforcement is again in flux, private cases can still be won and recent appellate decisions have kept the statute very much alive for both compliance and claims.

Do you represent manufacturers or dealers?

Both — manufacturers and brands on program design, enforcement, and defense; dealers, distributors, and resellers on terminations, cutoffs, and pricing claims. We are conflict-checked like any firm, but we are not structurally committed to one side of these disputes.

Resources from our attorneys

A selection from The Antitrust Attorney Blog and our legal resources library:

Pricing policies and RPM

Distribution restraints and terminations

Robinson-Patman and price discrimination

Brand protection and false advertising

Platforms, algorithms, and international

Fundamentals

Contact Us
hether you are designing a pricing program, executing a termination, or absorbing one, the early moves matter most. Contact Bona Law — we respond quickly.

Distribution, Dealer Termination & Pricing Practices