Bargaining over Loyalty
Daniel A. Crane
University of Michigan Law School
February 25, 2013
Texas Law Review, Forthcoming
U of Michigan Law & Econ Research Paper No. 13-004
U of Michigan Public Law Research Paper No. 313
Contracts between suppliers and customers frequently contain provisions rewarding the customer for exhibiting loyalty to the seller. For example, suppliers may offer customers preferential pricing for buying a specified percentage of their requirements from the supplier or buying minimum numbers of products across multiple product lines. Such loyalty-inducing contracts have come under attack on antitrust grounds because of their potential to foreclose competitors or soften competition by enabling tacit collusion among suppliers. This article defends loyalty inducement as a commercial practice. Although it can be anticompetitive under some circumstances, rewarding loyal customers is usually procompetitive and price-reducing. The two most severe attacks on loyalty discounting — that loyalty discounts are often disguised disloyalty penalties and that loyalty clauses soften competition — are unlikely to hold as a general matter. Nor are arguments that customers only accede to loyalty inducements because of collective action problems generally true. Dominant buyers who face few collective action problems frequently use loyalty commitments to leverage their buying power and obtain lower prices.
Number of Pages in PDF File: 59
Keywords: loyalty, antitrust, buying power
JEL Classification: K21
Date posted: February 27, 2013
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