Blue Chip Stamps v. Manor Drug Stores

In Blue Chip Stamps v. Manor Drug Stores, 421 U.S. 723 (1975), the offerees of a stock offering made pursuant to an antitrust consent decree sought damages for the offeror's alleged violations of a Securities and Exchange Commission rule. 421 U.S. at 725. The offerees had not purchased or sold any of the offered shares. Id. The court of appeals nonetheless held that, because the offering was made pursuant to a consent judgment, the consent judgment served the same purpose as a contractual relationship in defining the potential class of plaintiffs, which would include the offerees. 421 U.S. at 749--50. The Supreme Court rejected this logic and reversed, explaining that the offerees, who did not have standing to sue under the Securities Act of 1933 or a direct contractual relationship with the offeror, could not sue on the basis of the consent judgment. 421 U.S. at 754--55.