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This section contains the nature of the case and procedural background.

Historically, Texaco and Shell Oil have competed with one another in the national and international oil and gasoline markets. In 1998, they formed a joint venture, Equilon, to consolidate their operations in the western United States, thereby ending competition between the two companies in the domestic refining and marketing of gasoline. They agreed to pool their resources and share the risks of and profits from Equilon's activities. The board of directors was composed of representatives from both Texaco and Shell. Equilon set a single price for both companies' brands of gasoline. Ps, a class of Texaco and Shell Oil service station owners, allege that Ds engaged in unlawful price fixing. The District Court awarded summary judgment to Ds. It determined that the rule of reason, rather than a per se rule or the quick look doctrine, governs Ps' claim, and that, by eschewing rule of reason analysis, Ps had failed to raise a triable issue of fact. Ps appealed. The Ninth Circuit reversed. Ds position was a request for an 'exception to the per se prohibition on price fixing. Ds appealed.

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