United States v. United Foam Corporation

United Foam appeals from three trust orders entered after it failed to divest itself of its Compton, California, plant within the two years allowed by an antitrust consent decree.

United Foam argues that the orders constitute significant modifications of the consent decree and thus could only be entered after a full evidentiary hearing. Appellant also challenges the fees the district court allowed the trustee under the trust orders. We affirm the district court’s interlocutory trust orders, but do not reach the fee issue at this time.

United Foam asserts that the consent decree required it to divest only the physical assets of the Compton plant, while the trust orders require it to sell a going business including plant, customer lists, work in progress, and good will. Thus, it argues, the trust orders require United Foam to sell a going business with valuable intangible assets, a significant departure from the consent decree. United Foam then concludes that the lack of an evidentiary hearing defeats the trust orders. The problems with this argument become clear through an analysis of the proceedings in this case.

While the consent decree ordered the divestiture of the real…