The wounds of a nearly decade-long legal battle were reopened this year when Jeld-Wen filed a Notice of Appeal with the U.S. Court of Appeals for the Fourth Circuit. A 2021 ruling required the company to divest a door skins plant in Towanda, Pennsylvania. The long-running dispute leading to that forced sale began with a 2016 antitrust lawsuit filed by Steves and Sons Inc. (Steves), alleging that Jeld-Wen’s 2012 acquisition of Craftmaster Manufacturing Inc. (CMI) reduced competition in the molded door skins market. A jury ruled in favor of Steves in 2018, awarding $58.6 million in damages, after which Judge Robert E. Payne ordered Jeld-Wen to divest. The dispute then looked to be officially over when Woodgrain Inc. purchased and moved into the facility in late 2024. Now, Jeld-Wen argues that the divestiture should be reversed, months after the sale—even after Woodgrain has moved in and begun operating out of the plant.
Now that Steves is building its own door skins plant in Athens, Georgia, the divestiture of the Towanda plant is “inequitable,” Jeld-Wen argues, ultimately doing more harm than good to the door skins market, the company claims. Steves and Woodgrain have since fired back at that idea by filing a Redacted Response Brief of Appellees (Steves as plaintiff-appellee and WG Towanda LLC/Woodgrain Inc. as intervenors-appellees).
According to Jeld-Wen’s appeal, the original court order for divestiture rested on two premises: preventing Steves from going out of business and restoring competition. “Seven years later, both rationales have evaporated,” the company argues. “There is no evidence that Steves faces any other risk of imminent irreparable harm.”
Jeld-Wen notes that three competitors now exist in the door skins market, suggesting that undercuts the argument that divestiture is necessary to restore competition. The appeal claims that forcing the company to relinquish the Towanda plant under these conditions “serves only to punish” Jeld-Wen and “defies the rules of equity.” But, even if Steves’ new door skins plant in Athens meets that company’s full ambitions, “it would supply only a fraction of Steves’ needs, and, as the District Court found, Steves would remain a net buyer of door skins, including those produced at Towanda,” Steves’ response suggests. Undoing the divestiture would “reinstall the very duopoly that a jury found violated Section 7 of the Clayton Antitrust Act,” the response adds. Such a move would “foist an unlawful merger back on the market, forcing Steves and other door manufacturers back to pleading with Jeld-Wen and Masonite Corp. for door skins—the same two suppliers that the District Court, and this Court, already held were insufficient,” the response suggests. “The ink has dried: Woodgrain now owns and operates Towanda,” the document says. “Once again, three manufacturers are able to supply independent doormakers—such as plaintiff-appellee Steves and Sons Inc.—with the door skins needed to make finished interior doors.”
In its appeal, Jeld-Wen also takes issue with the court’s decision to approve the $115 million sale to Woodgrain. The appeal argues that the court ignored the broader market context, including the negative impact on Jeld-Wen’s operations and the value lost from having to sell non-doorskin businesses housed at Towanda that weren’t part of the original antitrust concerns.
The appeal also criticizes the idea that the sale price was fair simply because it exceeded what Jeld-Wen originally paid. “That reasoning is wrong as a matter of law and fact,” the company contends.
But Jeld-Wen’s arguments lack merit, Steves’ and Woodgrain’s response suggests, adding, “The District Court correctly found that Woodgrain paid a fair price—one that was a result of a fair and open process and that far exceeded what Jeld-Wen paid to unlawfully acquire all of CMI.”
Jeld-Wen also argues that the divestiture doesn’t serve the public interest. The company’s nationwide network of doorskin plants minimizes freight costs by optimizing shipping routes, Jeld-Wen argues. A Woodgrain-owned Towanda plant cannot replicate those efficiencies, the appeal suggests. That argument “goes to whether divestiture should occur at all, not whether Woodgrain was a suitable buyer,” Steves’ and Woodgrain’s response states, adding, “regardless, the District Court correctly found Jeld-Wen’s evidence of efficiencies lacking in multiple respects.” The District Court “brought this long-running litigation to a successful close. Its orders should be affirmed,” their response argues.
Steves and Woodgrain are requesting an oral argument, suggesting it may assist the court in reviewing the case’s substantial, nearly decade-long history.